The Board of Directors (“BoD”) is a collective body which is part of an organizational structure along the General Meeting of Shareholders (“GM”) and the Executive Board (“EB”). The BoD is a mandatory body under Tajik legislation for the companies with +50 shareholders.

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Division of Duties: The BoD represents and manages the Company, as well as supervises its operations. The competence of BoD includes matters not referred to the exclusive competence of Shareholders and the EB. Such matters include defining the corporate strategy, approval of the Company’s development plan, decision on annual and extraordinary GMs, allocation (realization) of Shares within additional authorized Shares, decision on redemption of allocated Shares, pre-approval of annual financial statement of the Company, appointment of the EB and Audit Commission members, approval of large-scale and party related transactions, etc. The BoD controls the effectiveness of the corporate governance practices in the Company.

Composition: The BoD consists of 5 members for Companies where Shareholders hold more than 500 ordinary and other voting Shares and 7 members for Companies with Shareholders holding more than 2,000 ordinary and voting Shares respectively. Only individuals can act as BoD members and Shareholders may be elected to the position of BoD member. EB members may not compose more than ¼ of the BoD members. A General Director may not be appointed as the Chairman of the BoD.

Appointment/Dismissal Competence: The BoD members are elected and re-elected by the GM. The term of the offices shall be fixed by the GM. The GM is entitled to early terminate the term. Early termination of the BoD member on his own initiative shall be based on a written notification to the BoD. The authorities of such BoD member shall be terminated from the date of receipt of the notification by the BoD or from other date as may be provided in the notification, which, however, cannot be more than 6 months.

Alternates: The rights of the BoD member cannot be exercised by a third party, including by another BoD member.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Tajikistan on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Centil Law before actually changing any board members in Tajikistan.