Purpose, duties and the subject-matter of the Company

1.1. The main purpose of the Company includes the development, exploring and processing of oil gas fields, including both the shore and offshore areas, the transportation of oil, gas and condensate and the products received of them, processing and sale of crude oil and refined products, the reliable meeting the needs of consumers in the corresponding energy carriers, carrying out of other kinds of activity and obtaining of profits.

1.2. In order to achieve the purposes contained in the point 2.1 of this Charter, the Company provides: The production of oil, gas and condensate, the reliable activity of the transportation and processing systems; Sale of crude oil, natural gas and the goods received as a result of processing of them in the internal and foreign markets; Meeting of the country economy and the population in oil, gas and condensates, as well as the other products received as a result of their processing and meeting the modern consumption requirements, as well as the other corresponding works and services; Drawing up and fulfillment of the arrangements directed towards the protection of environment; The using of technologies and equipment saving on energy, as well as the ecological pure technologies.

1.3. The Company carries out the following kinds of activity with the purpose of implementing of its main purposes in the manner determined by the effective legislation: Drawing up of the long-term prognosis concerning the field’s development, the targeted scientific-technical, economic and social programs; Raising of level of efficiency of production, carrying out of saving on energy and material reserve, establishment of expedient production-technological and economic relations amongst the field’s enterprises; The provision of the mutual relations between the Company and the competent state owned enterprises in determination of the field’s perspective development; The investment activity envisaging the modernization, broadening, reconstruction of the enterprises included in the complement of the Company, providing of them with new equipment and technologies in the manner determined by the effective legislation. Conducting of geological exploring works, raising of the level of expedient of the fields’ exploiting, speeding up of construction of oil and gas derricks, as well as utilization of the bowels of the earth, using of the modern construction technologies and the technical means and the raising of quality and sped of preparation of fields to the exploiting meeting the effective legislation. Improvement of economic methods and forms, applying of scientific successes to the production; Attracting of credit facilities from the banks, as well as the foreign banks in order to execute the economic and production-technical programs; Carrying out of the policy related to the personnel, organizing of the personnel training and qualification improvement cycles. Creating of expedient possibilities for the social development of the staff of enterprises at the expense of strengthening of the material base of the social field; Carrying out of activity in mutual relations with the state authorities, the foreign companies and the entrepreneurs; Providing of working out and confirming of the main directions of the geophysical, geological exploring-development works in duly manner; Making of decisions on the putting into exploiting of the newly discovered fields, development of technological schemes, the projects of oil, gas and condensate fields’ development and confirming in duly manner; Confirming of the of the annual programs of oil and gas extracting enterprises and determination of their annual budget payments according to these programs; Organizing of transportation of the extracted crude oil and natural gas and repayment of transportation fees to the corresponding enterprises; Organizing of transportation of crude oil and natural gas and paying of processing payments by the Company for the rendered services; Organizing of sale of crude oil, natural gas, oil and gas products and repayment of their supply expenses; Lands’ re-cultivation and taking of arrangements required for protection of environment; Carrying out of foreign economic relations in the manner determined by the effective legislation (as well as the development of the international cooperation and carrying out of measurements providing the involvement of foreign investments to the filed); drawing up of the projects of the appropriate agreements concerning the Company’s activity in the cases and manner determined by the legislation, conducting of negotiations on these agreements (or participation in conducting of negotiations); signing of these agreements and providing of supervision of their execution, as well as performing of other matters, opening of representative offices and branches in foreign countries, establishing of legal entities, organizing of the sale of products produced by the Company in the manner stipulated by the legislation and carrying out of operations on procuring of goods (works and services); involvement of the foreign companies to the joint activity; carrying out of expertise of the project and estimation documents of the objects to be built in Azerbaijan Republic and abroad with participation of the foreign companies; participation in the international congresses, symposiums and other meetings and sending of specialists to the business trips in order to be employed in the institutions established by the Company in abroad; organizing of all matters concerning the foreign economic relations in the enterprises of the Company; Execution of other kinds of activity in the fields of oil and gas industry according to the legislation.

Property and Profit of the Company

2.1. The property of the Company and its enterprises is owned by the state. The Company carries out the ownership, using and disposing as regards the state owned property.

2.2. The property of the Company includes the fixed capital stocks, the turnover assets, and other tangible and intangible assets.

2.3. The property of the Company is reflected in its independent balance: The property provided by the holder of property and the body authorized by the property holder; Profits obtained as a result of execution of the commercial, activity; Credits of banks and other creditors; Other sources not prohibited by the effective legislation.

2.4. The Company, upon repayment of the taxes envisaged by the legislation and other compulsory payments in duly manner, disposes on the profits obtained by it as a result of its activity.

III. Company’s Structure

3.1. The structure of the Company – its managerial structure and the list of enterprises owned by it are confirmed.

3.2. The Company’s managerial structure provides the efficient organizing and carrying out of the kinds of activity including in its activity’s subject matter in order to achieve its purposes and goals.

3.3. The Company provides the exploring, construction, development of oil and gas fields, transportation, processing, selling of oil, gas, condensate and the products received from them, carrying out of maintenance services and execution of other works via the enterprises included to the structure of the Company, as well as the legal entities and the institutions not possessing the status of legal entities, established in accordance with this Charter by the Company.

3.4. The legal entities included to the complement of the Company and the bodies not possessing the status of legal entity are established, reorganized and liquidated by the president of the Company in the manner prescribed by the effective legislation.

3.5. The Company performs the mutual settlements with the enterprises owned by it by its centralized accounting office;

3.6. The Company has the right to assign the execution of certain kinds of activity wholly or partially to the enterprises owned by it.

3.7. The president of the Company confirms the Charters and Regulations of its enterprises.

3.8. The Company has the right to participate in the union of legal entities.

3.9. The heads of the enterprises owned by the Company and their deputies are appointed to and dismissed of by the president of the Company; the president of the Company carries out other rights on them according to the effective legislation.

3.10. The heads of the enterprises owned by the Company and their deputies are responsible for fulfillment of purposes, duties and functions laid down before these enterprises in the manner stipulated by the legislation.

3.11. The forms, seals and stamps and other distinctive signs of the enterprises included to the structure of the Company have to contain the name of the Company and this enterprise.

3.12. The enterprises included to the structure of the Company have the preferential rights to use of the services rendered by the other enterprises included to the structure of the Company.

3.13. The enterprises included to the structure of the Company have to observe the Charter of the Company, to appear with a report on its activity, to provide the execution of working programs and the budget confirmed by the Company, to participate in settlement of the duties and to fulfill other works according to the legislation.

Management of the Company

4.1. The managerial structure of the Company confirmed in compliance with the point 4 of this Charter includes the President, the vice president, the first vice-president on development of geological, geophysical works, as well as the apparatus of the Company.

4.2. The President of the Company organizes its activity, provides the fulfillment of duties laid down before the Company and guides the activity of the Company.

4.3. The president, the first vice-president, the first vice president on geology, geophysics and development of fields and the vice president are appointed to and dismissed of by the Board

4.4. The President of the Company: Provides the efficiently activity of the apparatus and the enterprises included to the structure of the Company; Organizes the control over execution of the decisions issued by the Company; Confirms the structure of the Company’s apparatus and the list of members of staff, confirms the Regulations of the Company’s structural divisions, appoints to and dismisses of the employees of the apparatus in duly manner prescribed by the legislation, applies the incentive and penalty arrangements on them; Appoints to and dismisses of the heads and their deputies of the enterprises included to the structure of the Company, confirms the Charter and Regulations of these enterprises; Makes decision on establishment, reorganization and wounding up of the legal entities and the institutions not possessing the status of legal entity in the manner stipulated by the legislation. Organizes the activity of the Company’s Board and guides its works. Carries out its activity on behalf of the Company without any power of attorney, represents the Company in relations with the state authorities, the local and foreign legal entities, administrations ands organizations, as well as the international organizations. Concludes agreements in the determined manner (including with the foreign companies) and provides their execution; Issues powers of attorney, signs and accounts and other documents; Disposes the property owned by the Company in the manner prescribed by the legislation. Issues orders and decisions in connection with management of the Company. Carries out other rights envisaged by the legislation.

4.5. The vice-presidents of the Company is appointed to and dismissed of the post by the President of the Republic on the basis of the petition issued by the president of the Company.

4.6. The first vice-president, the first vice president on geology, geophysics and development of fields and the vice president of the Company carry out their activity on behalf of the Company without power of attorney according to the division of competences, represent the Company in relations with the state authorities, the local and foreign entities, the administrations and organizations, as well as the international organizations, issues powers of attorney and have other rights.

4.7. The Company’s Board is a consultative body under the president of the Company. The structure of the Company’s Board includes the vice-presidents of the Company and other officials appointed by the President of the Company.

4.8. The meeting of the Company’s Board is held at least once in a month. The extraordinary meeting of the Company’s Board is convened by the president of the Company. The meetings of the Company’s Board is considered authorized in the case of participation of more than a half of the employees of the Company. The decisions of the Company are adopted via the voting by show and the simply majority. In case if the votes are equal, the vote of the President (in case of his absence – the first vice-president of the Company) of the Company is considered casting.

4.9. The following matters may be discussed in the Company’s Board: The annual working programs of the enterprises included to the structure of the Company and the reports on their performance; Rules of establishment of using of the Company’s centralized funds; Mutual relations among the enterprises included to the structure of the Company, prices of calculation of goods, works and services; Purposefulness of the joint activity of the Company with the foreign companies; Disputes arisen between the enterprises included to the structure of the Company. Other matters concerning the activity of the Company.

4.10. There are drawn up Minutes of the meetings of the Company’s Board and there are approved decisions on the discussed issues. The decisions of the Company’s Board take effect upon signing by the president of the Company.

Records, Report and control

5.1. The Company keeps the book-keeping account in the manner prescribed by the legislation, draws up the statistical reports and submits them to the corresponding state authorities.

5.2. The Control over the activity of the Company is carried out by the state authorities in the manner prescribed by the legislation.

Reorganization and Wounding up of the Company

6.1. The Company may be reorganized and terminated by the President.