The governing bodies of “STATI HOLDING” are:
- the General Meeting of the Associates;
- The CEO of “STATI HOLDING”.
The activity of “STATI HOLDING” is directed and coordinated by the General Meeting of the Associates, which is the supreme governing body of “STATI HOLDING”.
Each Associate is entitled to participate in the General Meeting of Associates directly or through a representative.
The transmission by the Associate of his powers within the General Meeting of the Associates to his representative, including another Associate, may take place at any time and without indicating the reason.
The number of votes held by the Associate at the voting is established in proportion to the value of the certificate of the shareholding of the Associate.
The competence of the General Meeting of Associates is responsible for:
- operation of amendments and completions in the Statute, its approval in a new wording;
- increase or decrease of the share capital;
- determining the directions of use of the benefit and its distribution;
- approval of annual financial statements and annual balance sheet;
- appointment and dismissal of the CEO, election and revocation of the auditor;
- approval of the amount and remuneration of the CEO and the auditor; establishing the material responsibility of the CEO and the auditor; approving the auditor’s opinion;
- exclusion of the Associate from the Company;
- establishing how to cover losses;
- establishing the size and manner of additional quota deposits;
- creation, reorganization and liquidation of subsidiaries and representative offices, affiliated enterprises, approval of regulations about them and their statutes;
- approval of the annual results of the activity of the “STATI HOLDING” subsidiaries;
- making decisions about the participation of “STATI HOLDING” in the composition of other enterprises, associations;
- approving the regulations, rules and other acts of internal use of “STATI HOLDING”, establishing the manner of their application;
- the examination within the limits of the competence of the litigious situations appeared between the CEO and the work team and the taking of measures to solve them;
- approval of contracts whose value exceeds 1/4 of the share capital, as well as of the contracts concluded between the Company and its Associate;
- making decisions regarding the reorganization or liquidation (cessation of activity) “STATI HOLDING”, the appointment of the liquidation commission, approval of the liquidation balance.
The General Meeting of the Associates is deliberative if the participants in it represent at least 3/4 of the total number of votes of the Associates.
If the General Meeting of Associates does not meet the required quorum, the CEO convenes a new General Meeting of Associates with the same agenda. The General Meeting of Associates may take place within a period not exceeding 2 weeks from the date of the meeting that did not take place and is considered deliberative regardless of the number of votes represented at it.
The General Meeting of the Associates is entitled to submit the settlement of certain issues within the competence of the CEO, except for those related to the exclusive competence of the General Meeting of the Associates.
Each Associate has the right to propose certain issues to be included in the agenda of the General Meeting of Associates. until the General Meeting of Associates.
The General Meeting of the Associates elects from its composition the President of the Assembly who organizes the finalization of the minutes of the General Meeting. The register of decisions must be made available to “STATI HOLDING” Associates at all times. At their request, an extract or a copy of the decisions taken from the said register or report shall be issued to them. The General Meeting of the Associates is convened not less than once a year. The General Meeting of the Associates is convened whenever necessary if it requires the protection of the interests of the Associates and “STATI HOLDING”.
The General Meeting of the Associates is convened according to the order of the CEO or at the request of the auditor. The associate / s holding 10% and more of the votes within “STATI HOLDING” have the right to request the General Manager to convene the Extraordinary General Meeting at any time and on any occasion.
If within 8 days the Principal Manager has not satisfied the claim of the Associates, they have the right to do so independently. The General Meeting of the Associates does not have the right to adopt decisions regarding the issues not included in the agenda of the Assembly.
In cases when it is impossible to convene the General Meeting of Associates to resolve unresolved issues regarding the activity of “STATI HOLDING”, as well as in other cases established in the internal use of “STATI HOLDING”, it is allowed to adopt decisions by the method of questioning Associates without convening the General associates.
The draft decisions proposed for adoption by the method of questioning (without presence) are sent to the Associates, who will express their opinion on the proposed project by its written vote. Within 8 days from the registration of the answer (vote) from the last Associate, the CEO notifies in writing to all Associates about the results of the questionnaire (vote) and, respectively, the adoption or rejection of the adoption of the decision.
The CEO is the executive body of “STATI HOLDING” and organizes the current activity of “STATI HOLDING”.
The CEO is elected by the General Meeting of Associates.
The CEO is entitled to take decisions in all matters regarding the activity of “STATI HOLDING”, except for those within the competence of the General Meeting of Associates.
The CEO is responsible for:
- concluding contracts, including employment contracts;
- opening bank accounts and managing the funds on them;
- issuing orders;
- hiring employees (including the chief accountant and other specialists), releasing them from office;
- approving the staff status, establishing the shapes, system and size. salary, other income of employees based on the legislation in force; establishing the organization chart “STATI HOLDING”;
- organizing the keeping of secretarial works, accounting records;
- preparation of the annual report, the annual balance sheet and their presentation to the General Meeting of the Associates;
- maintaining the List of “STATI HOLDING” Associates and operating the changes in it;
- other matters that do not fall within the competence of the General Meeting of Associates and those that fall within the competence of the General Meeting of Associates, but have been submitted to the competence of the CEO.
The CEO acts on behalf of “STATI HOLDING” without power of attorney and represents its interests in relations with other enterprises, institutions, organizations, public authorities, disposes of “STATI HOLDING” assets within its powers, issues the power of attorney, certificates, has the right to use “STATI HOLDING” means, issues mandatory orders for “STATI HOLDING” employees.
The CEO appoints and dismisses their deputy(s).