Governing bodies

Highest governing body

         The highest governing body of JSC ‘Navoiyazot’ is the Ministry of Economy and Finance of the Republic of Uzbekistan, acting as the sole shareholder of the Company.

In accordance with the Law of the Republic of Uzbekistan "On Joint-Stock Companies and Protection of Shareholders’ Rights", in a company with a single shareholder, the powers of the General Meeting are exercised solely by that shareholder. Decisions on matters falling within the competence of the General Meeting are adopted by the Ministry of Economy and Finance and are formalized in writing.

Supervisory Board

         The Supervisory Board plays a crucial role in the corporate governance system of JSC ‘Navoiyazot’, providing overall oversight of the Company’s activities in the interests of its investors and shareholders.

The Supervisory Board of JSC "Navoiyazot" includes independent experts whose participation in the management of the Company enables the Board to form objective opinions on the matters under consideration, thereby strengthening the confidence of investors and shareholders in the Company.

One of the key functions of the Supervisory Board is to determine the priority areas of the Company’s activities, as well as to carry out strategic, medium-term and annual planning, and to review the results of the Company’s performance.

The composition of the Supervisory Board of the Company, elected by the decision of the sole shareholder on 5 March 2025, is as follows:

COMMITTEES UNDER THE SUPERVISORY BOARD

         The Committees under the Supervisory Board of JSC ‘Navoiyazot’ were established on 12 April 2022.

         The composition of the committees, as well as their objectives and tasks, are presented below.

COMMITTEE ON STRATEGIC DEVELOPMENT AND INVESTMENTS

         Chairman of the committee:

         - Wahid Tawfik

         Members of the committee:

         - Rajabov Bakhtiyorjon Muhammadjanovich

         - Alditas Saulius

         Objectives and tasks of the committee

         Preparation of recommendations for the Supervisory Board on matters relating to:

·      Determination of the Company’s strategic and priority areas of activity;

·      Monitoring of the Company’s procurement and investment activities;

·      Assessment of the effectiveness of prospective investment projects and their impact on increasing the Company’s shareholder value, as well as other matters falling within the competence of the Company’s Supervisory Board in the relevant areas;

·      Preliminary review and preparation of recommendations to the Company’s Supervisory Board on matters submitted for approval related to the Company’s strategic planning and investment policy, long-term and medium-term plans, key programmes of activity, annual and long-term business plans, as well as reports on their implementation;

·      Assessment of the effectiveness of interaction between the Company’s structural units responsible, in accordance with internal regulations, for strategic planning and investment process management, and the Company’s Supervisory Board, and preparation of recommendations to the Supervisory Board based on the results of such assessment;

·      Assessment of the Company’s long-term performance effectiveness and development of recommendations to the Supervisory Board on adjusting the Company’s current development strategy and individual business areas, based on the need to improve efficiency in light of trends in commodity and capital markets, the Company’s performance and that of its competitors, as well as other relevant factors.

         AUDIT COMMITTEE

         Chairman of the committee:

         - Alditas Saulius

         Members of the committee:

         - Wahid Tawfik

         - Safarov Shohruh Abdugafforovich

         Objectives and tasks of the committee

         Preparation of recommendations for the Supervisory Board on matters relating to:

·      facilitating the effective performance of the Supervisory Board’s functions in relation to the preliminary review of matters concerning the control over the Company’s financial and economic activities;

·      overseeing the preparation of the Company’s accounting (financial) statements;

·      monitoring the reliability and effectiveness of the internal control and risk management systems;

·      ensuring the independence and objectivity of the internal audit function;

·      supervising the external audit process and the selection of the external auditor;

·      monitoring the effectiveness of the system for preventing fraudulent and unethical actions by the Company’s employees and third parties.

         NOMINATION AND REMUNERATION COMMITTEE

         Chairman of the committee:

         - Rajabov Bakhtiyorjon Muhammadjanovich

         Members of the committee:

         - Temirov Odil Shukurovich

         - Rajabov Bakhtiyorjon Muhammadjanovich

         Objectives and tasks of the committee

         preparation of recommendations to the Company’s Supervisory Board on matters relating to:

·      personnel appointments to the management, control bodies, and key heads of the Company’s structural units;

·      workforce planning, the professional composition and effective performance of the Company’s executive body, attraction of qualified specialists to the Company’s management, and creation of appropriate incentives for their successful performance;

·      the system of motivation and remuneration of the Company’s employees, and the development of an effective and transparent remuneration practice for the Company’s senior management;

·      and other matters falling within the competence of the Company’s Supervisory Board in relation to the appointment and remuneration of the Company’s employees.

         ETHICS AND ANTI-CORRUPTION COMMITTEE

         Chairman of the committee:

         - Yusupov Ural Sadullayevich

         Members of the committee:

         - Independent member

         - Temirov Odil Shukurovich

         Objectives and tasks of the committee

         Preparation of recommendations to the Supervisory Board on matters relating to:

• development of programmes, policies and internal documents of the Company in accordance with the legislation of the Republic of Uzbekistan on anti-corruption and relevant state anti-corruption programmes;
• implementation of measures to ensure compliance with key principles of anti-corruption within the Company;
• development and implementation of measures aimed at reducing corruption risks and preventing corruption in all areas of the Company’s activities;
• ensuring transparency of the activities of the Company’s officials and compliance with ethical standards of conduct;
• monitoring and analysing the Company’s systematic anti-corruption activities, and assessing their effectiveness and efficiency;
• development and implementation of measures to enhance employees’ legal awareness and culture, and to foster a zero-tolerance attitude towards corruption within the Company.