In accordance with the Law of Turkmenistan on Joint-Stock Companies, the management (board) of the current activities of a joint-stock company (hereinafter referred to as the company) is carried out by its executive collegial body – the board or directorate, or the sole body – the chairman of the board, the general director.
The collegial executive body of a joint-stock company – the board acts in accordance with the legislation of Turkmenistan, the charter of the company and the internal document of the company (regulations or other document) approved by the general meeting of shareholders of the company.
The Management Board is accountable to the general meeting of shareholders of the company, the Council of the company and organizes the implementation of their decisions.
Members of the management board may be employees of the joint-stock company (shareholders and persons without shares), as well as persons who are not in labor relations with the company.
The Chairman of the Board (General Director) convenes and chairs a meeting of the Board, ensures that the minutes of the meeting are kept, signs the minutes of the Board meetings and all documents on behalf of the company.
The Management Board shall submit to the Supervisory Board (hereinafter referred to as the Board) reports of the company on the following issues:
1) at least once a year - on the planned policy and other fundamental issues of future business management;
2) when the Board discusses the annual balance sheet - on the profitability of the joint-stock company, in particular, the return on equity;
3) at least once a quarter - on the progress of affairs, in particular on the turnover and position of the joint-stock company;
4) prior to the conclusion of agreements on transactions that may be important for the profitability of the joint-stock company.
In addition, it is the responsibility of the board to inform the chairman of the company's Council on other important issues of the company's activities.
The council of the company may at any time require the board of directors to submit a report on the affairs of the joint-stock company, its legal and business relations with related enterprises, as well as on the progress of affairs in these enterprises, which may have a significant impact on the position of the joint-stock company.
The procedure and amounts of remuneration to members of the board for their work are determined by the Board of the company. Labor relations established between the company and members of the board must not contradict the labor legislation of Turkmenistan.
Board members are responsible to the society for the results of their activities. They must not disseminate information constituting industrial and commercial secrets and, in case of violation or dishonest performance of the duties assigned to them, compensate the joint-stock company for the damage incurred in this connection.
The General Meeting of Shareholders or the Board of the Company, if the Charter of the Company refers this to its competence, may cancel the appointment of a member of the Board or Chairman of the Board in cases of gross violation of their duties, inability to properly conduct business or loss of confidence in the General Meeting of Shareholders or the Board of the Company.
Source: Law of Turkmenistan on Joint Stock Companies
