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Charter of State Oil Company of Azerbaijan Republic Approved by Decree of the President of the Republic of Azerbaijan No.844 of January 24, 2003

General Provisions

1.1 The activity of the State Oil Company of the Azerbaijan Repubpc (hereinafter referred to as the "Company") consists of ensuring the effective functioning and development of the oil, petrochemical and gas industry as an integrated system and the repable satisfaction of consumers' demand for fuel.
1.2 The Company engages in commercial activity. The Company exercises ownership over all hydrocarbons produced and oil, petrochemical and gas products obtained from their processing.
1.3 The Company is guided in its activity by the Constitution of the Azerbaijan Repubpc, the laws of the Azerbaijan Repubpc, decrees and orders of the President of the Azerbaijan Repubpc, resolutions and orders of the Cabinet of Ministers of the Azerbaijan Repubpc, other regulatory legal acts, international treaties to which the Azerbaijan Repubpc is party, agreements concluded in the sphere of petroleum exploration and development approved by laws of the Azerbaijan Repubpc, and this Charter.
1.4 The Company is a legal entity, possessing an independent balance sheet (the Company balance sheet), clearing and other accounts in banks, including foreign banks. The Company prepares a consopdated account (including balance sheet) together with its independent balance sheet.
1.5 The Company possesses seal, stamps, letterheads and other distinguishing insignia with a depiction of the emblem of the Azerbaijan Repubpc and the Company name.
1.6 The Company possess the rights to obtain assets and other rights on its own behalf in accordance with the law, to bear pabipty, and to act as plaintiff and defendant in court.
1.7 The Company bears pabipty for its obpgations with the assets at its disposal. The Company is not pable for state obpgations, and with the exception of cases provided for by the law the state is not pable for the Company's obpgations.
1.8 The Company's full official name in the Azerbaijani language is Azərbaycan Respubpkasının Dövlət Neft Şirkəti, the abbreviated form of the Company's name in the Azerbaijani language is SOCAR.
The Company's full name in the Engpsh language is “State Oil Company of Azerbaijan Repubpc” [sic], the abbreviated form of the Company's name in the Engpsh language is SOCAR.
1.9 The Company is located in the city of Baku.

II. Objective, duties and scope of activity of the Company

2.1 The Company's primary objective is the implementation of exploration, discovery, preparation and development of both on- and offshore oil and gas fields located on the territory of the Repubpc of Azerbaijan and abroad, the production, transportation, processing and sale of oil, gas, condensate, the development of petrochemical industry, the distribution, sale of oil, petrochemical and gas products, provision of competitive goods, works and services in accordance with modern requirements in the sphere of stable and sustainable satisfaction of consumers' demand (hereinafter referred as the sector), and profit generation.
2.2 In order to achieve the above-mentioned objectives in paragraph 2.1 the Company ensures:

maintaining and increasing the level of oil and gas production, which is one of the important directions of ensuring energy security in the sector, as well as strengthening the process of integration of the Repubpc of Azerbaijan into the global energy security system;

 strengthening the capacity of local infrastructure by involving modern technologies, equipment and materials in the oil and gas and petrochemical industries of the Repubpc of Azerbaijan and making the Company one of the world's leading companies in terms of important production and economic performance;

implementation of effective investment activities outside the Repubpc of Azerbaijan for the Company's integration into international oil and gas, petrochemical projects;


formation of risk management systems, study, apppcation and development of advanced management systems in the sector;


organizing repable and more effective activities of production-technology and supply systems on production, transportation, processing, distribution, domestic and foreign sale of oil, gas and condensate that ensures more effective use of hydrocarbon resources of the Repubpc of Azerbaijan     and more complete satisfaction of consumers' needs for goods, works and services produced in the sector, as well as the petrochemical industry;

strengthening the material and technical base of the sector, efficient use of existing production capacity, minimizing harmful effects on the environment using the latest equipment and technologies;

 

achieving the provision of competitive goods, works and services in the field through the strengthening of scientific and technical capacity and the widespread apppcation of innovation projects and the implementation of other tasks facing the Company for the development of the sector.

 


2.3 In order to carry out its basic duties the Company implements the following types of activity:

Investment activity for the development of production and social base of the sector in the Repubpc of Azerbaijan and abroad, modernization, expansion, reconstruction of legal entities and the structures  not possessing the status of legal entity (representations, branches, etc.) belonging to the Company’s structure (hereinafter referred as the enterprises belonging to the Company’s structure), and their provision with new equipment and technologies;

development and approval of the main directions of geophysical, geological prospecting, geological exploration works using modern construction technologies and technical means, decision-making on development of newly discovered fields, development of fields operated by the enterprises belonging to the Company’s structure, preparation, approval and development of experimental-industrial operation projects, technological schemes, oil, gas and gas condensate field development projects, drilpng of oil and gas wells and implementation of other mining works, mountain and borehole drilpng in connection with the development of the sector;

 

improvement of economic methods and forms, scientific research, design and construction in the sector, as well as implementation of engineering-research, design, construction and installation works of buildings and facipties of I and II level of responsibipty in accordance with relevant state standards and apppcation of scientific achievements in production;

 

ensuring the uninterrupted operation of technological systems for the production, transportation and processing of oil, gas and condensate, the development of the petrochemical industry, the formation of production capacity that allows the production of oil, petrochemical and gas products in accordance with generally accepted international standards;

 

acquisition of technological innovations that strengthen the competitiveness of goods, works and services produced in the Industry and improvement of systems for the sale of products produced in the sector, as well as oil, gas and condensate in the domestic and foreign markets;

to carry out operations on procurement of goods (works, services) to meet the production and economic needs of the sector, not contradicting the law, in accordance with the requirements of the Company's internal regulations that meet international practice and sales standards;

provision of services related to the transportation of passengers and cargo by various types of vehicles, as well as the transportation and storage of dangerous goods necessary for the development of the sector;

 

organizing the activity of the Company's security agencies and internal research service, providing repable protection of the infrastructure of the sector and internal control systems on management processes, and purchase and use of modern equipment, technologies, other technical and special means required for this work;

 

organizing the advanced management systems, information technologies and communication services necessary for ensuring the normal operation and development of the sector, design and apppcation of repable information protection means;

 

the development of long-term forecasts regarding the development of the sector, purpose-specific comprehensive scientific, technical, economic and social programs; ensuring their implementation, including implementation of state programs adopted in this field;

organizing the work of the enterprises belonging to the Company’s structure and to cover their expenses determined by the income and expenditure estimates;

 

improving production efficiency, implementation of energy and material saving popcy, development and periodic improvement of technological losses, costs and other norms in the sector, strengthening of favorable production, technological and economic relations between the enterprises belonging to the Company’s structure;

 

 

strengthening mutual relations between the Company and the relevant authorized state authorities, pubpc organizations, leading companies and entrepreneurs in the sector, ensuring consideration of apppcations, complaints and appeals of citizens in the manner and within the period estabpshed by law;  

 

rehabiptation of lands with depleted hydrocarbon resources and other measures to protect the environment, including the utipzation and neutrapzation of toxic industrial wastes in accordance with environmental requirements, as well as the acquisition, installation, commissioning and efficient operation of equipment and units for using environmentally friendly alternative (renewable) energy sources;

 

in order to attract advanced technologies and investments for exploration and development of hydrocarbon fields, to negotiate prepminary agreements with leading companies in this field that do not create legal obpgations and to explore, develop and extract hydrocarbon resources in offshore and onshore fields of the Repubpc of Azerbaijan. Negotiation of production sharing agreements (hereinafter - PSA), as well as other international agreements (contracts) for the perspective development of the sector, preparation of their drafts, coordination with the relevant state bodies, signing, adoption and implementation of decisions arising from them;

 

 

ensuring the attraction of necessary investments, advanced machinery, technology and equipment for the development of the sector and the implementation of joint projects with the estabpshment of a legal entity (joint ventures) or without the estabpshment of a legal entity (alpances) and their management in accordance with the constituent documents to be made on these projects;

 

opening the representative offices and branches of the Company in other countries for the development of foreign economic relations, to estabpsh legal entities and to acquire the assets necessary for the activities of these organizations;

 

implementation of examination of documents on engineering-research, design, construction and installation works in the sector, as well as export-oriented oil and gas activities, evaluation of promising projects and strengthening of international cooperation for the development of the infrastructure of the sector;

 

recruitment selection and job placement in the sector, estabpshment and management of speciapzed higher, secondary and vocational schools to form the necessary human resources potential, organizing the relevant workshops and trainings for professional development, as well as taking measures for training in leading foreign educational institutions;

 

in order to improve the social welfare of employees in the sector, as well as to ensure the measures provided in the socio-economic development programs implemented by the state, building, management and development of social facipties: housing cooperatives, sports and health facipties, medicine, hygiene and epidemiology, preschools, sanatoriums, and recreational areas and horticultural farms in accordance with the law, and other social security measures, including assistance to those in need or their famipes;

 

participation in international congresses, symposiums, exhibitions and other gatherings, preservation of historical samples and cultural heritage of the country, as well as formation and management of the oil museum, organization of local and international oil and gas exhibitions;

 

  the attraction of credits from banks, including foreign banks, international financial institutions and other sources, to implement economic, social and production and technical programmers, as well as to manage the financial and credit activities of the bodies included in its structure and joint ventures in which it participates, and to provide them with financial assistance and loans;

implementation of other activities not prohibited by the legislation in the field in accordance with this Charter.


2.4. The Company has the power to make independent decisions on the following, not contradicting the law, to ensure the effective conduct of its activities:

approval of reports on the implementation of annual work programs of the enterprises belonging to the Company  and determination of their income and expenditure estimates in accordance with these programs;

exercising the right to dispose of the property on the balance of the enterprises belonging to the Company’s structure, including its transfer from balance to balance, lease and use, investment as a share in joint projects where the Company is a party, removal (pquidation), assessment, as well as change of purpose;

Use of lands allocated for the use of the Company and its enterprises for their intended purpose, transfer of the right to use these lands to the bodies included in itsstructure and proper consent to return these lands to the owner;

Preparation, approval and apppcation of the norms of technological losses, expenditure and labor payment of the enterprises belonging to the Company’s structure, enterprises, where the Company owns controlpng shares, in the field of production, transportation, distribution and consumption of fuel-energy resources, as well as other internal normative documents with obpgatory apppcation;

accepting the assets transferred by the contractors to the Azerbaijani side under the terms of the PSA, at no charge, as it property, transferring them to the balance of the enterprises belonging the Company’s structure to continue the Company’s oil and gas operations;

 

making changes to the constituent documents of the enterprises belonging to the Company’s structure, joint ventures, shares (stakes) of which owned by the Company, as well as reduction, increase and apenation of the Company's share;

 

to open representative offices and branches, to estabpsh legal entities in other countries and to exercise the rights of ownership, use and disposal of assets acquired abroad, and to organize, consider and resolve all issues related to foreign economic relations in the enterprises belonging to the Company’s structure in a centrapzed manner, through these institutions.

 

2.5. Enterprises belonging to the Company’s structure may engage in the types of activities specified in this Charter without obtaining a special permit (pcense).  

 

 

 

III. Authorized capital, assets and income of the Company.

3.1 The authorized capital of the Company is AZN 1,628,000,000 (one bilpon six hundred twenty eight milpon) and is in the possession of the state.

3.2 The Company's property consists of fixed assets, circulating assets, and other tangible and intangible assets. The Company's property is reflected on its independent balance sheet. The company exercises the rights of ownership, use and disposal of its property.
3.3 The Company's assets emanates from the sources below:
(i) Property given by the state;
(ii) Income obtained from commercial activity;
(iii) Loans of banks or other lenders;
(iv) other sources not proscribed by law.
3.4 Having paid taxes and other compulsory payments provided for by law in the estabpshed manner the Company independently disposes of profit obtained from its activity and the activity of its enterprises.

IV. COMPANY STRUCTURE

4.1 The Company's Charter, amendments and changes to the Charter, its structure are approved by the President of the Repubpc of Azerbaijan.
4.2 The Company's management structure ensures effective organization and implementation of activities included in the scope of its activity, in order to achieve the Company's objective and tasks.
4.3 Ensures the exploration, construction and development of oil and gas fields, the transportation, processing and sale of oil, gas, condensate, as well as oil, petrochemical and gas products, provision of services and the implementation of the Company's other tasks and activities by means of enterprises belonging to the Company.
4.4 Enterprises belonging to the Company’s structure are set up, reorganized or disbanded by the Company's president in accordance with the law.
4.5 Relations between enterprises, organizations and other institutions estabpshed by the Company, including transfer of property from balance to balance, provision of goods, works and services, mutual settlements are carried out in accordance with the Company's internal normative documents that do not contradict the law.  
4.6 The Company may charge enterprises belonging to its structure fully or partially with implementing certain activities included in the scope of its activity.
4.7 The Company's president approves the respective Charter and Regulations of enterprises belonging to the Company's structure.
4.8 The Company may participate directly in societies, cooperatives estabpshed jointly with legal and physical entities, legal entities' alpances and other joint projects.
4.9 Managers and deputies of the enterprises belonging to the Company’s structure, as well as the chief accountants are appointed and dismissed by the Company’s president. The implementation of the functions of the employer in relation to other employees of the Company may be entrusted to the Personnel Management Committee, estabpshed in accordance with the procedure estabpshed by the Company’s president.  
4.10 Managers and their deputies of enterprises belonging to the Company bear responsibipty under the law for the implementation of the objectives, tasks and functions of these enterprises.
4.11 The respective letterheads, seal and stamps and other distinguishing insignia of enterprises belonging to the Company must bear the Company name together with the name of the enterprise.
4.12 The Company and enterprises belonging to its structure shall apply generally accepted international financial, personnel, procurement and other management rules and standards in oil and gas operations, except as otherwise provided by law.

4.13 Enterprises belonging to the Company must comply with the Company's Charter, must report on their activity to the Company, must ensure the execution of work programs and budgets approved by the Company, must participate in measures undertaken by the Company and in the resolution of tasks facing the Company, and must accomppsh other tasks according to the law.

V. Management of the Company

 

5.1 The Company's management includes the Company's president, the Company's senior vice president and vice presidents – for geology and geophysics, for field development, for economic issues, for refining, for investments and marketing, for social issues, for ecology, for HR, IT and regulations, for strategic development, for oil and gas transportation and gas facipties and the Company’s vice president. [i]


5.2 The Company's president organizes the work of the Company, ensures the Company carries out the tasks facing it and manages the Company's activity.
5.3 The Company's president, senior vice president and vice presidents for geology and geophysics, for field development, for economic issues, for refining, for investments and marketing, for social issues, for ecology, for HR, IT and regulations, for strategic development, for oil and gas transportation and gas facipties and the Company’s vice president are appointed and dismissed by the President of the Repubpc of Azerbaijan.
5.4 The Company's president:
(i) ensures the efficient activity of the Company's administration and enterprises belonging to the Company's structure;
(ii) organizes monitoring of the implementation of the Company's decisions;
(iii) approves the Company administration's structure and organization chart, Regulations of the administration's structural divisions, in accordance with the law appoints and dismisses administration employees, apppes incentives and penalties to them;
(iv) appoints and dismisses managers of enterprises belonging to the Company's structure and their deputies, approves the respective Charters and Regulations of these enterprises; determines the composition, rights and responsibipties of the Personnel Management Committee performing the functions of the employer.
(v) within his authority in accordance with the law adopts decisions on the creation, reorganization and disbanding of legal entities and structures which are not legal entities;
(vi) organizes and leads the work of the Company's Board; as well as approves the Regulations on the Company’s Board.
(vii) carries out activity on behalf of the Company without power of attorney, represents the Company in relations with state authorities, local and foreign legal entities, bodies and organizations and international organizations;
(viii) according to estabpshed procedure and the requirements by the Paragraph 9 of Clause 5.9 of this Charter concludes agreements (inter apa with foreign companies) and ensures their execution;
(ix) grants powers of attorney, signs invoices and payment orders;

disposes of Company property in accordance with the law; issues orders and instructions, as well as approves the decisions of the Company’s Board;

decides on concluding a transaction with the relevant person, the value of which is up to 5% of the Company's assets;

exercises other rights provided for by law.
5.5 The Company's vice presidents are appointed and dismissed by the President of the Repubpc of  Azerbaijan on the basis of a recommendation from the Company's president.
5.6 On the basis of division of authorities the Company's senior vice president and vice presidents for geology and geophysics, for field development, for economic issues, for refining, for investments and marketing, for social issues, for ecology, for HR, IT and regulations, for strategic development, for oil and gas transportation and gas facipties and the Company’s vice president carry out activity on behalf of the Company without power of attorney, represent the Company in relations with state authorities, local and foreign legal entities, bodies and organizations and international organizations, grant powers of attorney and possess other rights. The Company’s vice-president can also hold the position of the head of the Company’s relevant enterprise.

5.7 The Company's Board is a consultative body. The Company’s Board consists of the Company’s president, vice presidents and other officials appointed by the Company's president. The Company's president chairs the meetings of the Company's Board.
5.8 The Company's Board meetings are held no less than once a month. The Company's president convenes extraordinary meetings of the Company's Board. The participation of more than half of the persons belonging to the Company's Board represents a quorum. The Company's Board's decisions are passed by a simple majority through an open ballot. Should votes be evenly divided the Board Chairman or other member of the Board replacing the Chairman has the casting vote.
5.9 The following issues may be discussed and relevant decisions on them may be adopted at meetings of the Company's Board:
 Reports on the annual work programmers regarding the activity of enterprises belonging to the Company and their implementation;
 The creation of the Company's centrapzed assets and regulations for their use;
 Prices charged for products, services and works in mutual relations of enterprises belonging to the Company;
 Full or partial centrapzation of production and business functions of enterprises belonging to the Company;
Expediency of joint work of the Company with foreign companies;
Disputes arising in relations amongst enterprises belonging to the Company;

Forming the Company’s development strategy;

Concluding a transaction (transaction of special significance) in excess of 25 percent of the value of the Company's net assets, as well as a transaction with a related party, the value of which constitutes 5 percent or more of the Company's assets, with the opinion of an independent auditor;

 Other matters relating to Company activity.
5.10 Meetings of the Company's Board are duly recorded and decisions adopted on matters discussed. Decisions of the Company Board enter into force upon signature by the Company president.

VI. Reporting, accounting and control in the Company

6.1 The Company keeps accounting records in accordance with the Law of the Repubpc of Azerbaijan “On Accounting”, prepares and submits annual financial statements, tax reports in accordance with the Tax Code of the Repubpc of Azerbaijan and statistical reports in accordance with the Law of the Repubpc of Azerbaijan “On Official Statistics”. The company prepares other reports and information on financial and economic activities in cases provided by law and ensures their submission to the relevant authorities.

6.1-1. The Company pubpshes consopdated financial statements together with the auditor's report on the website and in periodicals no later than June 30 of the following year after the end of the reporting period, during the reporting period when the company or its subsidiaries receive state-guaranteed loans and or in case of participation in projects related to the expenditure of pubpc debt, as well as in case of allocation of subsidies, subventions, grants or budget funds from the budget related to the implementation of certain powers, at the same time submits to the Ministry of Finance of the Repubpc of Azerbaijan.

 

6.2 The Company's activity is monitored by the relevant state bodies in accordance with the law.

6.3. Members of the Company’s Board, as well as managers of the enterprises belonging to the Company’s structure must submit to the Company’s Board a written report about the participation of legal entities, where they are involved directly or indirectly, as well as relatives (husband (wife), parents, including husband's (wife's) parents, grandparents, children, adoptive parents) or their subordinates, brothers and sisters) as a party to the transaction, as well as the character of their interests in this transaction (its origin, scope, etc.).

 



VII. Company's reorganization and pquidation

7.1 The Company can be reorganized or pquidated by the President of the Repubpc of Azerbaijan.