OREANDA-NEWS. On June 29, 2007 an ordinary General Members’ Meeting of OJSC “Kirovsky Zavod” was held at the Cultural and technical centre named after I.I.Gas, reported the press-centre of OJSC “Kirovsky Zavod”. 

The highest questions on the agenda were the following: approval of annual report and annual financial statements of the company for 2006, election of members of the Board of Directors and the Examining Committee, appointment of OJSC "Kirovsky Zavod"’ Auditor. Pursuant to the Accounting policy regulations (RPBU) and the requirements of IFRS, a resolution on the provision on the General Director and the Examining Committee of the company was adopted.

Pursuant to Clause 1 of Article 56 of the Federal Law on Joint Stock Companies, the functions of a tabulating committee were performed by a registrar of the Company, -– CJSC "St. Petersburg Central Registration company". The General Members’ Meeting was recognized legally qualified as the number of voting shares of those members who attended the Meeting came up to 8,9 millions, which jointly cast 82,3 % of the total number of votes of members entitled to participate in the Meeting.

The General Members’ Meeting approved the Annual Report for 2006 presented by the General Director of OJSC "Kirovsky Zavod" Georgy Semenenko, and the Financial Statements for 2006 presented by Finance Director, Oleg Lunin, by a majority of votes. As per recommendations of the Board of Directors of May 18, 2007, the General Meeting resolved not to proceed with dividend disbursement on ordinary shares for 2006 and to distribute all profits for the past financial year among the company’s investment projects.

A new Board of Directors was elected at the Meeting. The Board of Directors is currently comprised of: Bolshakova Marina Stepanovna, Executive Director of OJSC "Kirovsky Zavod", Goldman Maksim Aleksandrovich, Head of Department for Finance and Securities of CJSC "Rusal Global Management", Krikunov Aleksandr Nikolaevich, Director of CJSC "St. Petersburg Tractor plant", Makarov Valeriy Valentinovich, President of LLC "Interatomaliance" Group of companies", Remes Seppo Juha, Senior Advisor and a member of the Board of Directors of CJSC "FIM", Semenenko Georgy Petrovich, General Director of OJSC "Kirovsky Zavod", Skaterschikov Sergey Sergeevich, Chairman of the Board of Directors of Index Altas Group, Yuzhanov Ilya Arturovich, Member of the Board of Directors of RAO Unified Energy System of Russia, Yakovlev Maksim Nikolaevich, General Director of OJSC "Polugraphoformlenie".

The Examining Committee of OJSC "Kirovsky Zavod" was elected as follows: Kozlov Sergey Anatoljevich, Chief accountant of CJSC "St. Petersburg Tractor plant", Tyurina Nadezhda Nikolaevna, Chief accountant of CJSC "Petrostal Metallurgic plant", and Kholmanova Elena Vladimirovna, Chief accountant of CJSC "Tetramet".

In addition, new Auditors were appointed at the General Meeting:

auditing as to the accounting standards of the RF shall be performed by LLC "Baker Tilly Rusaudit", the leading independent Accounting and Consultancy firm with 15 years’ experience on the market, a member of an international chain Baker Tilly International;

auditing of consolidated statements for 2006 and 2007 prepared in compliance with the IFRS requirements shall be performed by CJSC Deloitte & Touche CIS, the largest accounting and business advisory firm in the world which is a part of Deloitte Touche Tohmatsu Corporation.

The General Meeting has approved a revised edition of the Provision on the Board of Directors of OJSC "Kirovsky Zavod", which defines more clearly compared to its previous version (adopted in 2004), the primary issues which fall under the competence of the company’s Board of Directors, such as: determination of the principal line of the company’s activities which in a long-term perspective means increase in shareholder value of the company with a glance to the macroeconomic situation, efficient monitoring and control over the company’s operations, insuring shareholders’ rights and equal treatment of shareholders, and contribution to the corporate conflicts’ resolution.

The Provision on the Board of Directors was amended with a new clause which refers to the Committees of the Board of Directors. The Board of Directors was entitled to create the above Committees for initial approval of the most important issues which fall under the competence of the Board of Directors. The Provision prescribes the formation of three committees which are as follows: Strategic Planning Committee, Audit Committee, Personnel and Reward Committee. On top of that, major changes were introduced to the section "Board of Directors Members’ Responsibilities". In particular, regulatory developments were brought to a focus and more clear wordings for members’ responsibilities of the Board of Directors were composed, specifically with regards to the liability for the company’s losses caused by the members’ acts or omissions.

A new Provision on the Examining Committee regulates functions of the Committee in details, specifically what comes to its scope of competence and its Chairman’s functions. Rights and responsibilities of members of the Committee were described as well as requirements to the examination procedures, related documentation and liaising with the Audit Committee.