PROCON L.T.D. PROJECT CONSULTING

Transcription

1 No.: 01-50/08 Podgorica, December 22 nd, 2008 Based on article 25 item 1 alinea 10 of the Company s Statute, the Board of Directors, at its fourth session held on December 22 nd, 2008, hereby issues the following DECISION on adoption of the Rules of Procedure for the Board of Directors of the Limited Liability Company Project-Consulting Podgorica 1. The Rules of Procedure for the Board of Directors shall be adopted. 2. The integral part of this Decision is the Rules of Procedure for the Board of Directors. 3. The Decision is entered into force on the day of adoption, whereas its execution shall be supervised by the Chairman of the Board of Directors and Executive Director of the Company Nebojša Radojičić CHAIRMAN OF THE BOARD OF DIRECTORS

2 L.T.D PROJECT CONSULTING THE RULES OF PROCEDURE for the Board of Directors Podgorica, December 22 nd, 2008

3 PROPOSAL 01 Based on article 25 item 1 alinea 10 of the Company s Statute, the Board of Directors, at its fourth session held on December 22 nd, 2008, hereby adopts the following RULES OF PROCEDURE for the Board of Directors I INTRODUCTORY PROVISIONS Article 1. The Rules of Procedure for the Board of Directors (hereinafter: Rules of Procedure) shall lay down rules on organization, way of work and decision making procedure for the Board of Directors (hereinafter: Board), as well as other issues of importance for the work of the Board. Article 2. Specific matters related to the Board s rules of work, which are not defined by these Rules of Procedure shall be regulated with the separate decision or the conclusion of the Board. Article 3. The Board shall be working and making decisions at the meetings. Individual tasks of the Board shall be performed by the Chairman of the Board (hereinafter: Chairman), i.e. Deputy Chairman, Executive Director and Commissions of the Board. Article 4. In addition to the members of the Board and Executive Director LTD Project- Consulting Podgorica (hereinafter: PROCON), persons other than Board members shall be invited at the Board s meetings as the Chairman of the Board may designate. Article 5. The Chairman shall manage the work of the Board, convene meetings, propose agenda, chair meetings, sign documents adopted by the Board and take care they are implemented, and conduct other tasks in line with the law and the Bylaw. In the event the Chairman is unable to serve at any time, he shall appoint Deputy Chairman who shall assume his responsibilities in time of absence.

4 Article 6. Members of the Board shall elect Chairman of the Board from amongst themselves, by majority votes. Article 7. The Board shall have Secretary. The Board shall elect Secretary from amongst PROCON S employees, at the proposal of the Executive Director. The Secretary shall prepare documents for the meetings of the Board, notify Board members of the meetings, and take minutes of the Board s meetings. II THE RIGHTS AND OBLIGATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS Article 8. Members of the Board shall exercise their rights and obligations as stipulated by law, Statute and these Rules of Procedure. Member of the Board shall have the right and duty to attend meetings, participate in work and decision-making processes. In the event member of the Board is unable to attend meeting, he/she shall be obliged to inform Chairman about this in timely manner. Member of the Board shall be eligible to receive fee for its performance as determined by the decision of the Board, at the proposal of the Executive Director and in line with the financial plan and current liquidity of the Company. Article 9. In order to exercise their rights and obligations stipulated by the law, Statute and these Rules of Procedure, members of the Board shall have right: To be provided with the material for the meeting in timely manner, To submit proposals, notes, initiatives and suggestions to the Board, To address the Executive Director about certain issues. III. THE WAY OF WORK OF THE BOARD OF DIRECTORS Article 10. The Board s meetings shall be convened by the Chairman, by own initiative, or at the proposal of the competent Ministry, Executive Director, Mayor of the municipality, city or Board s commission.

5 In the event the Chairman is unable to serve, meetings shall be convened by the Deputy Chairman. Article 11. The Chairman shall convene Board meetings by written notice and shall chair the meetings. The meeting shall be convened not later than five days following the written notice. Board members shall be convened by written notice, with inclusion of the proposal of the agenda of the meeting, minutes from the previous meeting and such documents which may be necessary to give the Board satisfactory grounds on which to base its discussion. The draft agenda shall be prepared by the Board s Secretary at the proposal of the Chairman of the Board. The draft agenda shall contain only matters prepared for discussion at meetings, in accordance with these Rules of Procedure. Article 12. The Chairman shall approve the proposal of the agenda, day, hour and place the Board meeting shall be convened. The agenda may exceptionally contain matters which have not been presented in the agenda proposal, if proposed so by the Chairman. Article 13. In case of emergency, the Board s Chairman may convene the meeting in shorter notice than referred to in article 11 of these Rules of Procedure, if reasons for this do exists, and the agenda for this meeting shall be proposed at the meeting. Exceptionally, when circumstances demand urgent decisions, and it is impossible to call for the meeting, members of the Board may decide on the proposal of the decision without a meeting, based on the approval granted with the voting of the majority of Board members (by phone, telefacsimile, and such), which shall be taken minutes about at the following Meeting of the Board. Article 14. Smoking is banned at Board meetings, as well as usage of mobile phones. Article 15. Executive Director of PROCON or a person authorized by the Executive Director shall attend Board s meetings, as well as Chairman of the Advisory Board, if required.

6 Article 16. The Board shall work and decide at the meetings attended by majority members of the Board. Article 17. The Chairman shall open the meeting and determine the agenda. At the beginning of the session, the Chairman shall determine whether the quorum is achieved to proceed with the meeting. Upon opening of the meeting and declaring that the meeting is attended by the necessary number of Board members for valid decision-making, the minutes from the previous meeting shall be adopted, as well as agenda for the meeting. Board members have right to dissenting opinions on the minutes. While adopting minutes the Board shall decide about the comments to the minutes. In the event the meeting is summoned in emergency, the minutes from the previous session shall not be adopted at this meeting but the following one. Article 18. Chairman proposes the agenda in a way prescribed by article 11 item 3 of these Rules of Procedure. The proposed agenda may be changed or amended. The Chairman invites the members of the Board to express their opinion about the proposed agenda. Board members and the Executive Director shall propose changes and amendments to agenda, but they are obliged to explain why they propose the same. Article 19. In the event the meeting is not attended by the adequate number of Board members providing quorum, the meting shall be postponed. In the event the meeting is interrupted, the Chairman shall schedule the new meeting to continue in the specific date and hour, about which only absent members shall be informed. Article 20. After the minutes are adopted, individual matters shall be discussed according to the determined agenda. Discussion shall include introductory statement of the processor of the document, discussion and resolution.

7 Article 21. Chairman shall be responsible for maintaining order at the meeting. Board members and other participants at the meeting, during the discussion about individual matters, shall speak only about the issue that is being discussed. If the participant discusses some other matter, the Chairman shall warn him/her about it. Participants in discussion shall speak only once about one issue, except in case they shall respond to the presentation of the other participant. For the violation of order at the meeting, a warning may be expressed, the person may be deprived of his/her right to speak, or he/she shall be asked to leave the meeting. Article 22. Chairman of the Board takes care that the meeting is held according to determined agenda, he/she gives word to members, as well as other participants at the meeting, and he/she directs the flow of the discussion according to the agenda. The discussion is opened according to each item of the agenda which is discussed and decided in regular procedure. The attendees at the meeting shall not speak before they are approved by the Chairman. Members of the Board may be warned or interrupted only by the Chairman, and the Chairman shall take care that no one interrupts participants while speaking. Article 23. To achieve more efficiency at the meeting, participants are obliged to speak shortly and concisely, without repetition of what they have previously said. The discussion may be limited to specific time. Article 24. The discussion shall be lead about each individual item, as long as there are participants in discussion. After the discussion closes, the decision shall be reached. Article 25. After the discussion ends, the Board shall determine the text of the regulation or other document, i.e. it shall make its decision or conclusion. Members of the Board shall vote for or against the decision.

8 Article 26. Under the point Other issues the Board shall make only working conclusions, which are in the function of providing answers to the asked questions and of preparing adequate documents to be decided about in the regular procedure, as well as informing members of the board about individual issues. Article 27. The Board, at the meeting, shall make deliberations with the majority of votes of present Board members. In the event of parity for the decision or against it, the decision shall be made if the Chairman has voted for it. The Board shall make deliberations by public voting. The results of voting shall be determined by the Chairman. Article 28. Board member may exempt his/her opinion, without a need to explain it. The exemption of the opinion shall be stated in the minutes of the meeting. Article 29. Minutes shall be taken to record the work at the meeting, results of voting and reached decisions and conclusions. The minutes shall comprise the name of the Chairman, names of attendees and absent members of the Board, names of people invited to participate at meetings, agenda, issues that are discussed at the meeting, adopted decisions, attitudes and conclusions and other documents adopted in relation to these issues. The Secretary of the Board shall be responsible for maintaining and keeping the minutes of the meeting. Member of the Board may insist that his/her discussion is entered into the minutes. The minutes shall be signed by the Chairman of the Board, i.e. Deputy Chairman and the Secretary of the Board. Article 30. The adopted documents shall be signed by the Chairman.

9 The Chairman shall sign the original document. The original document is the text of the document adopted at the meeting. The original document signed by the Chairman and sealed with the PROCON S seal shall be documented. Article 31. Documents prepared for the meeting of the Board shall be used with the approval of the Secretary of the Board. The Secretary of the Board shall determine the way minutes and documents are used and kept. Documents from point 1 of this article may be available to public as stipulated by the law. Article 32. The Board shall inform the public about its work and adopted decisions, deliberations and attitudes, and the significant matters which are to be considered or which have been considered, by press releases, press conferences, publications or in some other way. Article 33. The Board shall make decisions, orders, resolutions, conclusions and other documents about the issues in its competence, in accordance with the law. IV. FINAL PROVISONS Article 34. Changes and amendments to these Rules of Procedure shall be made by the Board in a way predicted for its adoption. Article 35. These Rules of Procure shall be publicized in PROCON s notice board, and it will be enforced on the eight day following its publication. No.: 01-50/08 In Podgorica, December 22 nd, 2008 Nebojša Radojičić CHAIRMAN OF THE BOARD OF DIRECTORS