CHARTER
Center for Analysis and Coordination of the Fourth Industrial Revolution
1. General provisions
1.1. The Center for Analysis and Coordination of the Fourth Industrial Revolution (hereinafter – The Center) is a public legal entity that carries out cooperation and coordination with the Republic of Azerbaijan and international organizations operating in the field of the Fourth Industrial Revolution, as well as analysis and coordination of challenges, initiatives, strategies and projects on the digital economy (hereinafter - the relevant field).
1.2. The Center operates under the Ministry of Economy of the Republic of Azerbaijan (hereinafter - the Ministry).
1.3. In its activities, the Center is guided by the Constitution of the Republic of Azerbaijan, international agreements to which the Republic of Azerbaijan is a party, laws of the Republic of Azerbaijan, decrees and orders of the President of the Republic of Azerbaijan, this Charter, decisions and orders of the Cabinet of Ministers of the Republic of Azerbaijan and other normative legal acts.
1.4. While performing its duties and exercising its rights, the Center operates in interaction with state and local self-government bodies, international and non-governmental organizations, and other legal entities and individuals.
1.5. The Center is engaged in activities of national and (or) public importance. The Center may engage in entrepreneurial activity to achieve the goals set forth in this Charter.
1.6. The Center has an independent balance sheet, property, treasury and bank accounts, a seal with its own name, appropriate stamps and letter-headed papers.
1.7. The Center has the right and duties to conclude contracts, acquire and exercise property and non-property rights on its own behalf. The Center can act as a plaintiff or a defendant in court.
1.8. The Center is located in Baku.
2. Directions of the Center’s activity
2.1. The activities of the Center are the following:
2.1.1. To ensure the development of the relevant field;
2.1.2. To provide analysis and implementation coordination of challenges and initiatives on technologies of the fourth industrial revolution;
2.1.3. To promote partnership between the public, private sector and scientific circles in the relevant field and act as a platform for discussions and cooperation in this field;
2.1.4. To implement projects in the relevant field, including to carry out review, evaluation and monitoring of projects proposed in this field, as well as, if necessary, to support the implementation of those projects;
2.1.5. To participate in the formation of the state policy in the relevant field and to ensure the implementation of this policy, to carry out control over compliance with the regulation and the legislation in force;
2.1.6. To study advanced practices and prepare proposals for the development of the relevant field;
2.1.7. To operate in other directions determined by this Charter.
3. Center’s responsibilities and rights
3.1. The Center has the following responsibilities in accordance with the directions of activity defined by this Charter:
3.1.1. To participate in the preparation and implementation of normative legal acts, development concepts and targeted programs in the relevant field;
3.1.2. To ensure the fulfillment of obligations undertaken by the Republic of Azerbaijan on issues regulated by the international agreements of the Republic of Azerbaijan and related to the competence of the Center;
3.1.3. To coordinate the activities of state bodies and institutions, local self-government bodies, legal entities and individuals in the relevant field;
3.1.4. To review the applications received regarding the activity of the Center in accordance with the laws of the Republic of Azerbaijan “On Citizens’ Applications”, “On Administrative Proceedings” and “On Obtaining Information” and to take appropriate measures in accordance with the law;
3.1.5. To organize the clerical work and reception of citizens in accordance with the requirements of relevant normative legal acts, take measures to improve the additional education and professionalism of the Center’s employees;
3.1.6. To provide information to the public about its activities, to ensure the creation of a website, to ensure that the public information it has and the list of which must be disclosed by the Law of the Republic of Azerbaijan “On Obtaining Information” is placed on that website, and that this information is constantly updated;
3.1.7. To ensure efficient use of budget funds, loans, grants and other financial funds allocated to the Center;
3.1.8. To take measures to protect state and commercial secrets, as well as confidentiality regime;
3.1.9. To organize information provision of the Center and ensure its security;
3.1.10. To take measures to improve its structure and activity;
3.1.11. To ensure the application of scientific and technical achievements in the relevant field, taking into account advanced international experience;
3.1.12. To make suggestions regarding the preparation of professional specialists in the relevant field and the design of training programs and to participate in their implementation;
3.1.13. To carry out other responsibilities established by this Charter.
3.2. In order to perform its rights, the Center has the following rights:
3.2.1. To make a proposal to the Ministry on the acceptance of the project of the normative legal act in the relevant field, the amendment of the act, the interpretation of the act, its suspension or cancellation;
3.2.2. To make suggestions to the Ministry about the support of the Republic of Azerbaijan to international agreements in the relevant field;
3.2.3. To cooperate with international organizations, relevant state bodies (institutions) of foreign countries, to study the relevant experience of foreign countries in order to investigate the possibilities of applying international experience;
3.2.4. To conduct research on issues related to the directions of activity, to create working groups and commissions;
3.2.5. To request important information (documents) to state bodies and institutions, local self-government bodies, legal entities and individuals and to receive such information (documents) from them;
3.2.6. To give opinions and suggestions on the areas of activity, to conduct analyzes and generalizations, to prepare analytical materials;
3.2.7. To involve independent experts and specialists in their activities in accordance with the legislation;
3.2.8. To organize conferences, meetings, seminars and other events in accordance with the directions of activity, to participate in such events held in the Republic of Azerbaijan and abroad;
3.2.9. To present employees to state awards and other premiums, to take measures to motivate them;
3.2.10. To engage in entrepreneurial activity, create economic societies or participate in them;
3.2.11. To implement local and international level projects related to the relevant field;
3.2.12. To issue special newsletters and other publications;
3.2.13. To exercise other rights established by this Charter.
4. Management of the Center
4.1. The Center applies progressive corporate governance standards in its operations and management.
4.2. Establishment of governing bodies of the Center is within the competence of the Republic of Azerbaijan.
4.3. The founder of the Center can delegate the exercise of powers (part of them) specified in Article 8.2 of the Law of the Republic of Azerbaijan “On Public Legal Entities” to another body (institution, including the public legal entity itself).
4.4. The governing bodies of the Center are the Supervisory Board and the Executive Director.
5. Supervisory Board
5.1. The Supervisory Board of the Center (hereinafter - the Board) carries out general management and control of the Center.
5.2. The Board consists of 3 (three) members appointed and dismissed by the Ministry - the Chairman of the Board and other members.
5.3. The Board operates on a public (free) basis.
5.4. The Board is independent in making decisions.
5.5. The duties of the Board are as follows:
5.5.1. To make proposals to the President of the Republic of Azerbaijan and the Ministry for the implementation of the powers of the founder and submit relevant documents (including the financial report and annual report on the activities of the Center);
5.5.2. To make suggestions to the Ministry regarding the Center’s development directions, to define strategic goals and plans;
5.5.3. To control the activity of the Center;
5.5.4. To organize the activity of the Center;
5.5.5. To make proposals to the Ministry to approve the charter of the Center, determining and changing the amount of the charter fund, the structure of the Center’s Administration, the labor payment fund, the number of employees and the amount of their salaries (position salary, additions to the position salary, premiums and other payments), including to determine the system of incentives paid to employees at the expense of funds obtained by the Center (except for funds allocated from the state budget and other state-owned funds);
5.5.6. With the approval of the Ministry, to make a decision on the establishment of economic societies of the Center or participation in them, as well as on the establishment of offices, branches and representative offices of the Center;
5.5.7. To approve the Center’s financial planning and budget;
5.5.8. To approve the internal rules of the Center’s activity, as well as the statutes of departments, branches and representative offices, charters of economic societies;
5.5.9. To control the activity of the executive body of the center and check its activity;
5.5.10. To review and make decisions on the appeals of the Board members and the executive body;
5.5.11. To listen to the annual report on the activity of the Center;
5.5.12. To appoint the external auditor of the Center and accept auditing reports;
5.5.13. To take measures regarding the results of external auditor’s inspections, as well as other inspections;
5.5.14. In the event that an internal audit department is established in the Center, to monitor the activities of that department and receive reports on its activities, as well as to appoint and release its members;
5.5.15. With the approval of the Ministry, to make a decision on the conclusion of a contract (special significant deal) in the amount of more than 25 (twenty-five) percent of the Center’s net assets, as well as a deal with the relevant person whose value is 5 (five) percent or more of the Center’s assets;
5.5.16. To exercise other responsibilities established by this Charter.
5.6. The Chairman of the Board convenes and presides over the meeting of the Board at least once a year. A member of the Board or an executive body appears on the initiative of holding meetings of the Board. Meetings of the Board are authorized when more than half of its members are present. At the meeting of the Board, decisions are taken by simple majority by open voting, with one vote per member. Abstentions are not allowed during voting. In the event of an equality of votes, the vote of the chairman of the meeting shall be decisive.
5.7. The members of the Board are informed in writing about the place and time of the meeting, as well as the issues included in the agenda, at least 3 (three) working days before the meeting, with necessary documents attached.
5.8. The Executive Director can also participate in the meeting of the Board.
5.9. When an issue affecting the interests of any member of the Board is included in the agenda of the meeting, that member should provide detailed information about his interests, and should not participate in the discussion of this issue and voting on that issue.
5.10. Decisions cannot be made on issues that are not included in the agenda or the required relevant documents have not been submitted before the meeting, unless all participating members agree.
5.11. The result of the meeting of the Board is formalized by reflecting in the protocol signed by the members of the Board and its secretary. If the secretary of the Board is unable to attend the meeting of the Board, the chairman of the Board appoints a person to replace him. The Board approves the protocol and sends it to the Executive Director.
5.12. The secretary of the Board is appointed by the Chairman of the Board from among employees who are not members of the Board, and the Secretary of the Board reports to the Chairman of the Board.
5.13. Secretary of the Board:
5.13.1. Organizes the meeting of the Board;
5.13.2. Provides written information about the place and time of the Board meetings to the members of the Board, as well as to the Executive Director and the persons invited to the Board meetings, at least 3 (three) working days before the meeting;
5.13.3. Draws up minutes of the Board meetings and submits them to the Board members for signature;
5.13.4. Prepares drafts of the Board’s decisions, submits them to the Chairman of the Board for review and signature;
5.13.5. Ensures that the decisions taken by the Board are sent accordingly.
5.14. Chairman of the Board:
5.14.1. Organizes the work of the Board and directs its activities;
5.14.2. Determines the agenda of the meetings of the Board, convenes meetings, and presides over the meetings;
5.14.3. On his own initiative, as well as at the request of any other member of the Board or the Executive Director, invites other persons to participate in the meeting of the Board;
5.14.4. Takes other measures related to the organization of the activities of the Board.
5.15. Board’s members:
5.15.1. They participate in solving issues related to the powers of the Board;
5.15.2. They familiarize themselves with the agenda of the Board meeting and the materials to be considered in advance;
5.15.3. They express their opinion on the decisions to be made in the Board;
5.15.4. They propose to consider issues related to the powers of the Board at the meetings of the Board;
5.15.5. They get acquainted with the Board’s decisions, meeting minutes and other documents.
5.16. The members of the Board must be impartial to the issues considered at the meetings of the Board, they must not allow actions and speeches that could damage the name of the member of the Board, and they must also fulfill other requirements defined in Article 49 of the Civil Code of the Republic of Azerbaijan.
6. Executive Director
6.1. The Executive Director carries out the current management of the Center’s activities.
6.2. The Executive Director and his deputy (deputies) are appointed and dismissed by the Ministry.
6.3. The number of deputies of the Executive Director is determined by the Ministry.
6.4. In case of temporary absence of the Executive Director, he is replaced by one of his deputies with the appropriate order.
6.5. The Executive Director and his deputy (deputies) should not allow actions and speeches that could damage their name, and should also fulfill other requirements specified in Article 49 of the Civil Code of the Republic of Azerbaijan.
6.6. The responsibilities of the Executive Director are the followings:
6.6.1. To organize the activity of the Center;
6.6.2. To make proposals and submit documents to the Board for the fulfillment of the duties established by this Charter;
6.6.3. To execute the decisions of the Board;
6.6.4. To make a decision on concluding an agreement with the relevant person, the value of which is up to 5 (five) percent of the Center’s assets;
6.6.5. To control the implementation of the strategic goals and plans, as well as the budget of the Center;
6.6.6. To ensure efficient use of the funds provided for in clause 3.1.7 of this Charter;
6.6.7. To inform the Board about current and operational issues;
6.6.8. To take measures to solve the issues provided for in clauses 3.1.1 and 3.2.1 of this Charter;
6.6.9. To decide on all other matters not related to the powers of the Board and the Executive Director;
6.6.10. To issue mandatory internal orders and instructions related to the organization of the Center’s activities;
6.6.11. To organize, check and control the implementation of the adopted acts on the activities of the Center;
6.6.12. To cancel the decisions of officials of the Center, those are against the legislation;
6.6.13. To approve the structure, staff table and cost estimate of the Center’s Administration and other structural units within the established structure, labor payment fund and number of employees;
6.6.14. To organize the payment of official salaries, additions to official salaries, premiums and other payments of the Center’s employees within the framework of the salary fund;
6.6.15. With the exception of the cases specified in this Charter, to appoint and dismiss employees of the Center, including its departments, branches and representative offices, as well as other subordinate institutions (only managers in economic societies), to make decisions on encouraging and disciplinary measures against them;
6.6.16. To control the use of the Center’s property in accordance with the purposes provided for in this Charter;
6.6.17. To carry out operations on behalf of the Center within the framework of the powers established by this Charter, conclude contracts and ensure their fulfillment;
6.6.18. To create advisory committees and working groups related to the Center’s activities;
6.6.19. To take necessary measures for the protection of the state secret and confidentiality regime, as well as other information protected by law, in the areas of activity of the Center;
6.6.20. To ensure clerical and archival work in the Center;
6.6.21. To ensure the processing of applications and the reception of citizens in the Center.
7. Charter fund, property and financial-economic activities of the Center
7.1. The amount of the charter fund of the Center is 1,000,000 (one million) manats.
7.2. The property of the Center consists of the charter fund, the property provided by the founder, as well as the funds allocated from the state budget, the income obtained from its activities, donations, grants, attracted investments and other funds not prohibited by law.
7.3. The Center uses its property only in accordance with the purposes defined by this Charter. The Center exercises its powers in relation to the state property in the balance sheet in accordance with the relevant legislation.
7.4. The Center has the right to independently dispose of the funds obtained from the activities of the Center, its departments, branches, representative offices and economic societies, as well as other subordinate institutions, after paying the taxes and other mandatory payments provided by law.
7.5. The profits of the Center can be transferred to the state budget only by the decision of the Ministry for purposes not provided for in this Charter.
7.6. The prices of the Center’s products (goods, works, services) do not belong to regulated prices (tariffs).
8. The form and scope of control in the Center’s activity
8.1. The control of the activity of the Center is carried out by the Ministry, as well as by the management bodies of the Center in the manner determined by this Charter.
8.2. The annual report on the activity of the Center is submitted to the Ministry.
9. Accounting and reporting in the Center
9.1. The Center conducts accounting, prepares, submits and publishes financial reports in accordance with the procedure established by the Law of the Republic of Azerbaijan for public legal entities.
9.2. The Center compiles and presents statistical reports in accordance with the Law of the Republic of Azerbaijan “On Official Statistics”.
9.3. The Center ensures the verification of the financial and economic activities of management, branches, representative offices and economic societies, as well as other subordinate institutions.
9.4. The Center engages an external auditor for independent verification of its activities.
10. Liquidation and reorganization of the Center
10.1. The liquidation and reorganization of the Center is carried out by the President of the Republic of Azerbaijan.
