The Executive Board (“EB”) is essential part of the organizational structure in Joint Stock Companies (“JSC”) which includes 3 governing bodies in the Company, where the General Meeting of Shareholders (“GM”) (in Uzbek: “aksiyadorlarning umumiy yigilishi”) and the Supervisory Board (“SB”) are mandatory elements. Unlike other jurisdictions, the Uzbekistan laws consider the GM to be the supreme governing body in the organizational structure of the JSC.  Nonetheless, the EB is entitled to represent the JSC towards third parties in a day-to-day business of the Company. Internally, the EB runs the business of the JSC by making all management decisions. The EB is subordinated both to the GM and the Supervisory Board (“SB”). The GM may decide to transfer the EB’s powers to a third-side commercial entity, a Discretionary Manager (in Uzbek: “ishonchli boshkaruvchi”).

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Division of Duties: In general, the EB handles the day-to-day business of the JSC and makes arrangements for the implementation of the decisions adopted both by the GM and the SB. However, the EB is not entitled to decide on issues which are within the competence of the GM and the SB. Externally, the EB is usually represented solely either by the Sole Director (“SD”) or the Chairman of the collegial EB . Internally, each member of the collegial EB may be assigned a specific area of responsibility (e.g. every day business, finances, marketing etc.). In general, a joint representation of the collegial EB’s members requires for matters to be resolved by the EB as consolidated governing body.

Composition: The EB may consist of one (Sole Director) or more members (collegial EB). A number of EB members is to be defined in the AoA, and no statutory limit applies. The collegial EB is headed by the Chairman within his/her competence defined in the AoA.  No EB member can be a SB member and vice versa. Only natural persons can be EB members (except for a Discretionary Manager). 

Appointment/Dismissal Competence: As a matter of law, the EB members are appointed by the GM (simple majority vote, on a “one share – one vote” basis) unless such power is delegated by the GM to the SB in the AoA. The selection of the EB members is conducted on competition basis with participation of foreign candidates. The contract with an EB’s member is signed by the Chairman of the SB or any other person authorized by the SB. They can be appointed for a term of 1 year. After the lapse of any member´s term of office, such member may be appointed anew. Before the lapse of his/her term of office, an EB member or a Discretionary Manager may be dismissed on reasonable grounds (i.e. gross violation of his/her duties, infliction of damages to the Company). The respective dismissal competence lies with the GM (simple majority vote), unless such power is delegated to the SB in the AoA.

Alternates: As a matter of law, in case of early termination of the EB’s member appointed by the GM (or a Discretionary Manager), it is allowed for the SB to substitute such member with a person on an interim basis, within the period until the next GM is convened to appoint a new EB’s 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 Uzbekistan 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 Uzbekistan.