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Corporate Governance Shareholders and Ownership Structure Company Strategy and Annual Reports
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Corporate Governance JSC TAM (TBILAVIAMSHENI) implements a well-ordered policy of thorough corporate management that properly regulates the relations between the company’s shareholders, members of its Supervisory Council and the Corporation management. The principal aim of the policy implemented by JSC TAM is the improvement of the corporate management, increase of transparency and investment attractiveness and assurance of investors’ rights. Supervisory council has made a range of significant decisions to ensure conformance of corporate management system to standards. The following decisions may be considered as the most important ones: (1) Establishment of the audit committee under the Supervisory Council that performs internal audit and reports the results to supervisory council and the president for the improvement of company’s internal control system. (2) Establishment of a temporary committee of corporate management serving perfection of corporate management’s activity. (3) Introduction of the institute of a corporate secretary, that will regulate relations between shareholders, members of supervisory council and corporate management. Transparency and information availability result from the introduction of this institute. In accordance with the principles of corporate management, short-term dividend policy of JSC TAM has been adopted; the Board of Directors and advisory agency of board of directors-executive committee were established. Advisory agency is responsible directly to the General director and performs weekly monitoring on technical and production issues and provide unimpeded performance of current activities. Provisions about “Supervisory Council’, ‘Board of Directors’ and “Audit Committee’ have been drafted and adopted. These provisions are developed by considering the best international standards of corporate management. The structure, staff and provision of the internal audit have been approved. Aiming at establishing efficient relations between the members of the Corporation and the Supervisory Council, the financial and moral incentives (awards) are planned to develop and introduce. The amount of incentives is decided upon by the General Meeting of Shareholders. If considering that the awards (financial incentives) are granted in case the Corporation receives net profit, shareholders’ capital is increased and Meeting of Shareholders decides to grant dividends, the members of the Supervisory Council will get more concerned with and more interested in discharging their functions in the Corporation’s best interests. An agreement concluded with all members of the Supervisory Council defines their rights and obligations and what is more important, their responsibilities for their actions. The quality of the above-mentioned activity is examined at the end of the year via the questionnaires developed by the Company management allowing analyzing the degree of appropriateness of the rights and obligations of the different-level management structures and staff of the Company and the strategic directions, evaluating the efficiency of the Company management, identifying deficiencies within the management system and planning the measures to increase the efficiency of the Company management. |