Statute

The Cabinet of Ministers in the meeting dated 08/05/2002, based on the proposal No. 36347/20/100 dated 06/17/2002 of the Ministry of Energy and the approval of the Management and Planning Organization of the country and the Ministry of Economic Affairs and Finance, and based on Article (4) of the Third Development Plan Law Economic, Social and Cultural Affairs of the Islamic Republic of Iran - Approved in 2000 - The Statute of the parent company of the specialized parent company approved the management of production and supply of water and electricity goods (Satkab) as follows:
Statute of the specialized parent company for the management and supply of water and electricity goods (Satkab)
Chapter One: Principles and Capital:
Article 1 - Company Name: The parent company of the parent company specializing in the construction and supply of water and electricity goods (Satkab), which is hereinafter referred to as the Company in this Articles of Association.
Article 2 - The purpose of establishing the company is to organize and increase productivity and competitiveness, participation and investment in subsidiaries in the field of manufacturing water and electricity goods and industrial, commercial, educational and service support in water, electricity, water and sewage industry activities and  also Stocks management in subsidiaries.
Article 3 - The main border of the company is Tehran and the company can establish branches or agencies inside or outside the country with the approval of the General Assembly in accordance with the laws and regulations for the implementation of the operations stipulated in this statute.
Article 4 - The company has an independent legal personality and is managed as a (private) joint stock company. This company and all its subsidiaries have financial independence and are subject to the provisions of their Articles of Association.
Article 5 - The term (company) is unlimited.
Article 6 - Company capital:
The capital of the company is eight billion four hundred thirty seven million and three hundred forty thousand (8,437,340,000) Rials, which is eight hundred and forty three thousand seven hundred and thirty-four (843734) shares of ten thousand (10). 000) Rials with name, division and all shares belong to the government.
Chapter Three: Company Elements:
Article 8 - The elements of the company are as follows:
a. - General Assembly
B. - Board of Directors
J. - Inspector
a. - General Assembly:
Article 9 - The General Assembly of the Company consists of the following persons:
a. - Minister of Energy (Chairman of the General Assembly)
B. - Minister of Economic Affairs and Finance
J. - Head of the Management and Planning Organization of the country
D. - Minister of Commerce
E. - Minister of Mining Industries
Article 10 - The general assemblies of the company are:
1. Ordinary General Assembly
2. The Extraordinary General Assembly
Article 11 - The Ordinary General Assembly will be convened at least twice a year to approve the company's balance sheet and profit and loss account, to approve the company's consolidated financial statements, to approve the company's budget and to address other issues mentioned in the agenda.
Article 12 - The Ordinary General Assembly will be formalized with the presence of the majority of members and the Extraordinary General Assembly with the presence of at least 4 members. Decisions in the Ordinary General Assembly with 3 votes and in the Extraordinary General Assembly with 4 votes in favor will be valid. The convening of the General Assembly, whether ordinary or extraordinary, shall take place at least ten days before the date of the convening of the Assembly, stating the date and place of its convening and agenda. Records related to the issues on the agenda of the meeting must be sent to the members of the assembly along with the invitation.
Article 13 - The duties of the Ordinary Assembly are:
1- Reviewing and approving the company's policy and operational plan.
2- Reviewing and making decisions regarding the annual performance report, Barzes report, financial statements, combined financial statements of the company and the company's budget.
3- Selecting the members of the company's board of directors based on the proposal of the Minister of Energy for a period of 2 years.
4- Selecting the company's inspector (auditor).
5 - Deciding on the savings and how to divide the company's special profits.
6- Determining the salaries and benefits of the members of the board of trustees and the auditor's fee.
7- Examining and approving the macro structure of the company and determining the ceiling of the positions required by the company and the manpower recruitment programs.
8- Deciding on the establishment of a new company or participation in other companies.
9- Approving the company's financial, transactional and employment regulations.
10. Deciding on other matters that are included in the agenda of the Ordinary General Assembly in accordance with the provisions of this Statute.
Article 14 - The duties of the Extraordinary General Assembly are as follows:
1- Deciding to increase or decrease the company's capital.
2- Reviewing and making decisions regarding the amendment or modification of the articles of association of the company and its subsidiaries within the framework of the law.
3- Reviewing and deciding on the dissolution of the company and its subsidiaries within the framework of the law.
B- Board of Directors:
Article 15 - The board of directors of the company consisting of 3 or 5 members will be elected by the approval of the general assembly from among the experts in the specialties related to the company's activities for a period of 2 years and after the expiration of the term until the re-election takes place. They will not stay on their side and their re-election for the next term is unimpeded.
Note - Each member of the board of directors is obliged to work on a full-time basis and in the manner specified by the board of directors regarding the management of a field of activities of the company or a number of subsidiaries.
Article 16 - The Ordinary General Assembly may elect two alternate members as substitutes for the main members of the Board of Directors, in case of death or resignation or any other reason which makes it impossible for one or two of the main members of the Board of Directors to continue their activities. They will be replaced at the discretion of the General Assembly.
Article 17 - Meetings of the Board of Directors shall be formalized in the presence of a majority of the members and decisions shall be taken by a majority of votes of the members.
Article 18 - Meetings of the Board of Directors shall be convened at least once a month and regularly, and the agenda shall be sent to the members by the Chairman of the Board of Directors one week before the meeting.
Note - The meeting of the company's board of directors will be with the chairman of the board of directors and in the absence of the chairman of the board of directors, with the deputy chairman of the board.
Article 19 - The Board of Directors shall have a notebook in which the minutes of the meetings of the Board of Directors shall be recorded and signed by the members present. It is the responsibility of the Chairman of the Board to communicate and follow up on the decisions of the Board of Directors.
May 20 - The members of the board of directors of the company and the board of directors of the subsidiaries do not have the right to accept any position (obligatory and non-obligatory) in other specialized parent companies and their subsidiaries.
Article 21 - Duties of the Board of Directors:
The Board of Directors has full authority to take any action on behalf of the Company and to carry out any operations and transactions which are relevant to the subject matter of the Company's activities and decisions on which are not expressly within the jurisdiction of the General Assembly.
The Board of Directors has the following special powers:
1- Proposing the company's policy and operational plan (including goals and programs) to the Ordinary General Assembly.
2- Reviewing and approving the annual performance report and financial statements and consolidated financial statements of the company for submission to the General Assembly.
3- Determining the members of the board of directors of the subsidiary companies.
4- Determining the inspector (auditor) of the subsidiaries.
5 - Develop and propose investment rules for subsidiaries to the General Assembly.
6- Designing and presenting an educational program in order to train and improve the management staff in the subsidiary companies.
7- Examining and making decisions regarding the shares that can be sold by the companies under the company, according to the rules and regulations.
8- Preparing transferable companies for sale.
9- Reforming the structure, determining the base selling price according to the relevant regulations, proposing the sales schedule of transferable companies, providing complete financial information such as: the latest financial statements approved by the competent legal authorities and the percentage of shares of each shareholder and others.
Relevant information in this regard, statutes and names of shareholders and other documents and documents related to the determination of base prices to the Privatization Organization, as the case may be, within the framework of the approvals of the General Assembly.
10- Approving the detailed organization of the company within the framework of the macro organization of the company.
11- Carrying out internal audits in relation to operations and financial and transactional activities and company expenses and inspection in all matters of subsidiary companies.
12. Approving the policies and policies of the subsidiaries within the framework of the resolutions of the General Assembly.
13- Approving the financial, transactional and employment regulations of the subsidiaries.
14. Appointing full-fledged representatives to participate in the General Assembly of the subsidiaries.
15. Reviewing and deciding on the financial statements and annual budgets of subsidiaries.
16. Reviewing and proposing amendments to the articles of association or dissolution of subsidiaries within the framework of the law.
17- Reviewing and approving the macro structure of the subsidiaries and the program of attracting human resources of the subsidiaries.
Note: The members of the board of directors of the subsidiaries are appointed upon the proposal of the CEO of the company and the approval of the board of directors or the decree of the chairman of the board of directors of the company.
Article 22 - The Board of Directors is obliged to send a copy of the financial statements and consolidated financial statements of the Company and the report of the Board of Directors within the prescribed period for review and comment to the Company Inspector.
Note: The basis for the preparation, preparation and presentation of consolidated financial statements are the applicable accounting standards.
Article 23 - The Board of Directors, at its own risk, may delegate part of its powers to the Managing Director.
Article 24 - The Managing Director is the highest executive official of the company who is elected by the Board of Directors from among the members of the Board of Directors for a period of 2 years and is appointed by the Minister of Energy after the approval. Within the limits of the rules and regulations of this statute, the CEO is responsible for managing the affairs of the company. The CEO can delegate some of his duties and responsibilities to each of the company's employees.
Article 25 - The duties of the CEO are as follows:
1- Implementing the resolutions of the general assemblies and the board of directors.
2- Preparing the annual budget and financial statements and consolidated financial statements of the company and its subsidiaries and presenting them to the board of directors.
3- Preparing and adjusting the company's operational plan and presenting it to the board of directors.
4- Managing the technical, financial, administrative and employment affairs of the company.
5- Proposing the financial, transactional and employment regulations of the company to the board of directors.
6- Proposing the detailed organization of the company to the board of directors.
7- Granting the necessary power of attorney for the transfer of the companies under the General Assembly subject to transfer to the Privatization Organization within the framework of the approvals of the General Assembly.
Article 26 - All checks, documents, financial papers, contracts and binding documents of the company must be signed by the CEO and one of the members of the board of directors. Correspondence will be signed by the CEO or his representative.
Article 27- The Managing Director is the legal representative of the company in all administrative and judicial authorities and has the right to represent others in order to defend the rights of the company and pursue lawsuits and its design, both criminal and legal. The CEO may, in accordance with the regulations and after obtaining the opinion of the Board of Directors, refer the cases to arbitration.
Article 28 - In case of expiration of the term of office of the Managing Director, his actions shall be effective and valid until the appointment of the new Managing Director and will have executive power.
C- Inspector (auditor)
Article 29 - The company will have an inspector (auditor) who will be elected by the General Assembly for a period of one year.
Note 1- The inspector's actions in performing his duties shall not impede the flow of the company's normal operations.
Note 2: The Ordinary General Assembly may elect an auditor (auditor) on a voluntary basis so that if the principal inspector is unable to perform his duties, he may perform his duties at the discretion of the Chairman of the Board.
 
Chapter Four: Balance Sheet and Profit and Loss Account:
Article 30 - The financial year of the company is from the first of April to the end of March of the same year.
Article 31 - Financial statements must be submitted to the inspector on time.
 
Chapter Five: Other Rules:
Article 32 - A subsidiary company is a company whose shares belong to Satkab Company in any amount and the subsidiary company whose shares are more than fifty percent (50%) of which belong to Satkab Company is called a subsidiary company.
Article 33 - The provisions of the Commercial Code shall apply to cases not provided for in this Statute.
This statute has been approved by the esteemed Guardian Council according to the letter No. 81/30/1676 dated 7/23/2002.