Charter

Republic of Azerbaijan

“Azersu” OJSC

“Sukanal” Scientific-Research and Design Institute

CHARTER

 

  1. General provisions
    • “Sukanal” Scientific-Research and Design Institute was approved as a structural unit of Company with the order of “Azersu” OJSC No. 55/i, dated on March 29, 2005 and with the disposal of Cabinet of Ministers of the Republic of Azerbaijan according to the executing the Disposal of the President of the Republic of Azerbaijan No. 50,  dated on June 11, 2004 on the basis of “Sukanal” Scientific-Research and Design Subsidiary Institution founded by the order of Absheron Regional Joint Stock Company- the legal successor of institute No,130/I, dated on June 06,1997.
    • Institute guides the Constitution and law of the Republic of Azerbaijan, resolutions and disposals the Government of the Republic of Azerbaijan, as well as orders and disposals of Company, other normative legal acts, and this regulation in its activities.
    • Institute concerns organizational production structure of Company.
    • Institute acts with “financing itself” principal.
    • Institute is legal entity. Institute owns accounts at the banks of the Republic of Azerbaijan, seal, forms, company details that belongs to other legal entities.
    • Institute is subordinate of the Company and its property belongs to state.
    • Official name of Institute as follows:

Completely: “Azersu” Open Joint Stock Company “Sukanal” Scientific-Research and Design Institute;

Shortened: “Sukanal” SRDI of “Azersu” OJSC

 

  1. Main purposes and functions of Institute
    • The main purpose of Institute is to provide feature development scheme, terms of reference, construction, rehabilitation and extension of water supply and sanitation systems in the city and other settlements of the Republic of Azerbaijan and the buildings and plants part of these systems and the implementation of scientific-research, project-investigation, other works especially service on objects considered important by the Company.
    • Along with its main activities Institute can serve legal entities and individuals  compatible to its activities and not prohibited by law with the consent of Company. Implementation of activities concerning some type of actions is regulated with special consent of appropriate state bodies.
    • Institute organizes its economic activity on the basis of economic contracts with the Company, state bodies, other legal entities and individuals and foreign companies.
    • Taking into account the necessity of produced project product, works done, service demand, provision of production and social development, increasing personal income Institute plans its activity independently according to orders and assignments and defines its development perspectives. Programs and plans of the Company concerning institute activity are considered principal.
    • Within the frame of legislation of the Republic of Azerbaijan, Institute can enlarge scope of works in the territory of republic and outside the country.
    • Institute realizes scientific staff and specialties preparation by dispatching postgraduate, dissertation and improvement courses regulated by law.
    • Prepare the results of implemented works for publication and gives information about the results obtained.
    • Institute performs financial calculations while acting within the scope of contracts, defines product and service price with customers jointly.
    • Institute defines form and amount of salary according to existed legislation and recommendations from Company.
    • Institute can take measures and petitioned the Company for improved housing and cultural-social conditions, financial assistance, financial and consumer goods provision through income, making allowances for advanced workers in social sphere.
    • The Scientific-Technical Council and its sections operate under Institute.
    • The Scientific-Technical Council is consultative body under the director of institute.
    • The structure of the Scientific-Technical Council and its sections is defined by the director of institute for 3 years. The Scientific and Technical Council operates under the regulation approved by the institute director.
    • Institute conducts operative accounting and, statistics report its activity results.
    • Report formats are defined by Ministry of Finance of the Republic of Azerbaijan, Ministry of Taxes, The State Statistical Committee, The State Social Defense Fund and the Company.
    • Institute management is responsible for not to distort state reports prescribed by law.
    • Commercial secret of Institute is not state secret, but the information on institute production, technological information, finance and other activity area and the dissemination of this information can inflict damage on it.
    • Composition and volume and protection of commercial secrets are defined by the management of institute according to Legislation of Azerbaijan Republic.
    • The financial reports audit of Institute is conducted on the initiative of Company considered under the legislation.
    • In case of need, tax or other state bodies can conduct inspections with the Legislation of Azerbaijan Republic certain part of Institute activity. Institute has the right not to present the materials or make accomplishments not concerning to it.
    • Institute is property responsible considered by the legislation of Azerbaijan Republic for infringement of contractual obligations, credit, report and tax discipline, requirements for product quality and other rules of economic activity.

Share capital and property of Institute

3.1. Share capital of Institute is 594 100 000 AZN.

3.2. Institute property includes fixed assets given by Company and other assets exist in institute balance.

3.3. Sources of institute property are the followings:

  1. a) Monetary and material portions of founder
  2. b) Profit from product sales, works, services and other types of economic activity
  3. c) Bank credits and other credits
  4. d) Charitable funds and donations from legal entities and individuals
  5. e) Resources from other sources not prohibited by legislative acts of the Republic of Azerbaijan.

3.4. Institute has the right to sell and deliver to other institutions, organizations and offices,   exchange, rent fixed assets in its balance with the consent of Company considered in Legislation and have the right to remove from balance.

3.5. Institute has the right to rent or sell to citizens, means of production not in use and property of citizens, means of production and resources excepting recourses according to Legislation of Azerbaijan Republic. Institute can give financial resources with the permission of owner or the body empowered by owner, to citizens in that case it shouldn’t prohibited with the legislation of Azerbaijan Republic.

3.6. Main stock, working capital and other property of institute can’t be confiscated- exception is the cases determined by the Legislation of Azerbaijan Republic. If the property right of institute is infringed by any legal entity and individuals, state and government agencies or by officials, the damage should be met in favor of institute by court or the court of arbitration.

3.7. Allocation from profit to centralized reserve fund of Company is conducted in an agreed manner with Company.

Management of Institute

4.1. The management of institute is realized under the Legislation of Azerbaijan Republic and Company Regulation.

4.2. Institute defines executive body structures, staff units and their cost in agreed manner with Company.

4.3. Company sets up Institute Regulations and offers staff and makes amendments and changes.

4.4. Company uses management right of Institute by director. Director is appointed by Company and contract is signed.

4.5 Deputy Directors and chief accountant are appointed and dismissed by Company with the recommendation of Director.

4.6 The power of Institute Director is regulated through contract signed with him. In the contract his rights, responsibilities and liabilities, material security and dismissal are defined.

4.7 Director solves all problems independently except Company and staff related issues through the contract signed between them.