Company Statute
Ministry of Power

The Council of Ministers in the meeting dated 12/14/2002 and 2/7/2003 according to the proposal No. 69432/20/100 dated 12/11/2002 of the Ministry of Energy according to Article (4) of the Third Law on Economic, Social and Cultural Development of the Islamic Republic of Iran Approved in 2000 - Articles of Association of Regional Water Companies of East Azerbaijan and Ardabil, West Azerbaijan, Isfahan and Chaharmahal and Bakhtiari, Tehran, Khorasan, Sistan and Baluchestan, West, Fars, Bushehr, Kohgiluyeh and Boyer-Ahmad, Kerman, Gilan, Mazandaran and Golestan, Hormozgan, Yazd and Khuzestan Water and Electricity Organization approved as follows.

AG Regional Water Company with registration number 7.

 

Articles of Association of West Azerbaijan Regional Water Company

Chapter One: Generalities and Capital

Article 1- The name of the company is the Regional Water Company of West Azerbaijan, which is hereinafter referred to as the company in this statute.

Article 2 - The purpose of the company is to carry out the activities of the Ministry of Energy in water affairs in the field of operation of the company.

Article 3- The main center of the company will be the city of Urmia.

Article 4- It is a type of joint stock company (special) and has financial independence in all respects and is managed according to its commercial principles and regulations of its articles of association and financial, transactional and employment regulations.

Article 5 - The duration of the company is unlimited.

Article 6 - The capital of the company is the amount of 178,000,000 Rials, which is divided into 17,800 shares of 10,000 Rials and all belongs to the parent company of Iran Water Resources Management.

Note: Capital changes will be carried out in compliance with the relevant laws after the approval of the Extraordinary General Assembly with the approval of the Cabinet.

 

Chapter Two: The subject of the company's activities and duties

Article 7 - The subject of the company's activity is the recognition, study, development, protection, optimal utilization of water resources, production of hydropower, creation, development, operation and maintenance of water facilities and structures (excluding facilities and Structures related to water and sewage) and hydroelectric power within the framework of the duties contained in the relevant laws and regulations and policies of the Ministry of Energy. In order to achieve the goals stated in this articles of association, the company is allowed to take the following actions in compliance with the relevant rules and regulations within its scope of action:

1- Carrying out necessary studies to identify, develop and exploit water resources and hydropower.

2- Preparing and implementing plans and projects for water supply and water transfer for different sectors of consumption, irrigation and drainage networks, water supply to cities and industries, sustainability and safety of dams, river and coast engineering, flood control, artificial feeding And hydropower generation.

3- Operation and maintenance of water supply facilities and structures, water transfer, generated or transferred hydropower generation.

Note - Hydropower generation will be in accordance with the operating instructions and under the management of the National Center for Management and Monitoring of the National Electricity Network (Dispatching).

4- Exploitation of water resources within the framework of policies, rules and programs approved by the Ministry of Energy.

5- Implementing programs and approvals and matters that the Ministry of Energy in the implementation of the law of equitable distribution of water and other laws and regulations related to water (including basic studies and quantitative and qualitative protection and monitoring the use of water resources) as a referral agency It seems.

6- Agency of the Ministry of Energy in allocating water required for different consumption sectors.

7- Carrying out the necessary research on water resources and hydropower facilities and using new scientific and technical methods in order to better utilize water resources and hydropower facilities and related facilities and structures.

8- Assigning the subscription to the applicants based on the relevant tariffs within the framework of the relevant laws and regulations.

9- Delivery of water required to subscribers in different consumption sectors based on tariffs approved by the relevant legal authorities.

10- Purchasing services from the non-governmental sector to carry out studies, implementation, operation and maintenance of water and hydropower facilities and hydropower and customer services to reduce costs, increase productivity and improve the level Services .

11- Obtaining any loans and financial facilities from domestic and foreign sources, supplying domestic participation bonds and pre-selling water and energy share of hydropower and other methods of financing with the permission of legal authorities.

12- Attracting public and non-governmental participation in implementing water resources development projects, irrigation and drainage networks, water supply to industries and cities, river and coast engineering, artificial nutrition and hydropower, and operation and maintenance of facilities and structures. And hydroelectric power.

13- Cooperation and joint efforts with relevant institutions in research and study for the purpose of scientific, technical and economic development in matters related to the goals and tasks of the company.

14- Carrying out any operations and commercial transactions within the framework of the approvals of the General Assembly and related laws and regulations that are necessary for the purposes of the company and for the benefit and good of the company.

Note - The company is not allowed to create a company or invest in other companies.

Chapter Three: The Pillars of the Company

Article 8- The pillars of the company are:

A- General Assembly

B- Board of Directors and Managing Director

C- Inspector and auditor

Article 9 - Representation of shares in the general meetings of the company with the members of the board of directors of the parent company specialized in water resources management of Iran and its chairman is the chairman of the board of directors of the parent company specialized in water resources management of Iran.

Article 10- The general assemblies of the company are:

1- Ordinary General Assembly

2- Extraordinary General Assembly

Article 11- The Ordinary General Assembly will be convened at least twice a year. One to hear and review the report of the board of directors and the auditor and auditor of the company and to make a decision regarding the financial statements and other issues mentioned in the agenda of the general assembly. The second time to consider and decide on next year's budget and the company's future plans and policies and other issues on the agenda of the General Assembly.

Note - The Ordinary General Assembly may be convened extraordinarily at the invitation of the Chairman of the General Assembly or at the request of the majority of the members of the General Assembly or the Chairman of the Board or the inspector and auditor at any time at the invitation of the Chairman of the General Assembly.

Article 12- The Ordinary General Assembly and the Extraordinary General Assembly will be formalized with the presence of the majority of the members of the General Assembly and the decisions in the Ordinary General Assembly will always be valid with the majority of votes of all members and in the Extraordinary General Assembly with at least two thirds of the votes of all members.

The convening of the General Assembly, whether ordinary or extraordinary, shall take place at least ten days before the date of the General Assembly, stating the date and place of the meeting and the agenda. Records of matters on the agenda of the General Assembly shall be sent to the members of the Assembly together with the invitation.

Article 13- The duties and powers of the Ordinary General Assembly are as follows:

1- Deciding on the general policy and plans of future operations.

2- Reviewing, commenting and making decisions regarding the annual operations report and financial statements and budget of the company.

3- Deciding on the reserves and how to distribute the special profit of the company.

4- Election or dismissal of the chairman and members of the board of directors, inspector and auditor of the company.

5- Determining the salaries and benefits of the board members.

6- Determining the fee of the company's inspector and auditor.

7- Approving the financial, transaction and property regulations of the company in compliance with the relevant regulations.

8- Reviewing and approving the cost price of the delivered water and the right to subscribe to different sectors of consumption, hydropower and services provided based on the report of the inspector and auditor and presenting it to the Ministry of Energy.

9- Reviewing and approving water tariffs, subscription fees, hydroelectric energy and services provided taking into account the cost price and submitting it to the Ministry of Energy for the process of approving and notifying the relevant tariffs.

Note - If the approved tariffs are less than the cost price, the compensation for the difference will be specifically provided by the approving authorities.

10- Approving the employment regulations of the company within the framework of the approvals of the general assembly of the parent company specialized in water resources management of Iran and other related laws and regulations.

11- Reviewing and approving the macro structure of the company and determining the ceiling of required positions and programs for attracting and adjusting human resources.

12- Deciding on the proposal of the board of directors regarding peace and reconciliation in lawsuits and referring the matter to arbitration and determining the medicine, as well as returning the lawsuits in compliance with the relevant regulations.

13- Proposing the criteria related to determining the remuneration of brokerage affairs to the general assembly of the parent company of Iran Water Resources Management.

14- Determining the widely circulated newspaper in order to insert the company's advertisements.

15- Deciding on other issues that, according to the laws, regulations and provisions of this statute, require the approval of the ordinary general assembly of the company and the items that are mentioned in the agenda of the assembly.

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 deciding on amending or changing the articles of association of the company within the framework of the law and proposing to the Cabinet for approval.

3- Reviewing and deciding on the liquidation of the company according to the relevant laws and regulations.

Article 15- The board of directors of the company will be composed of three or five main members who will be elected with the approval of the ordinary general assembly from among the experts in the specialties related to the activities of the company. Board members must be employed full time in a company or parent company specializing in water resources management in Iran or one of the subsidiaries of the parent company specialized in water resources management in Iran. The members of the board of directors are elected for a term of two years, and after the expiration of the term, they will remain in office until re-election takes place, and their re-election is unimpeded for the next terms.

Article 16- The Ordinary General Assembly may elect an alternate member to replace the main members of the Board of Directors, who in case of death or resignation or any other reason to continue the activities of any of the main members of the Board (at the discretion of the Chairman of the General Assembly) ) Becomes impossible, the alternate member will be replaced.

Note - An alternate member of the board of directors is selected from among the employees of the company.

Article 17- Meetings of the Board of Directors are formalized in the presence of a majority of members and decisions will be taken by a majority vote of all members.

Article 18- Meetings of the Board of Directors shall be convened at least once a month and regularly at the company and the agenda shall be sent to the members by the Chairman of the Board of Directors one week before the meeting. In emergency cases, it will not be necessary to follow these procedures at the discretion of the Chairman of the Board.

Article 19- The board of directors will have a book in which the minutes of the board of directors will be recorded with the opinion of the opponents and will be signed by the present members. It is the responsibility of the Chairman of the Board to communicate and follow up the approvals of the Board of Directors.

Article 20- The Board of Directors has full authority to carry out any operations and transactions that are related to the subject of the Company's activity and to decide on them that are not explicitly within the competence of the General Assembly, in compliance with laws and regulations. The board also has the following powers.

1- Proposing the policy and macro plans of the company to the general assembly.

2- Approval of the company's operational plan, including operation and development of facilities, to be submitted to the General Assembly for approval.

3- Reviewing and approving the annual budget, annual performance report and financial statements of the company and submitting it to the general assembly for approval.

4- Approving the financial, transactional, property and employment regulations of the company and submitting it to the general assembly for approval.

5- Approving the rules for the exchange of scientific, technical, industrial and commercial information in the fields related to the company's activities in compliance with the laws, regulations and provisions of this statute.

6- Approving obtaining loans and credits on the proposal of the CEO and in the form of approvals of the General Assembly in compliance with laws and regulations.

7- Preparing a report on the cost of delivered water and the right to participate in various sectors of hydropower consumption and services provided within the framework of the criteria approved by the General Assembly of the parent company of Iran Water Resources Management and presented to the General Assembly.

8- Carrying out internal audit regarding the operations, transactions and all activities of the company.

9- Reviewing and proposing to amend or change the articles of association to the general assembly.

10- Reviewing and proposing the macro structure of the company and the program of attracting and modifying human resources to the general assembly.

11- Approving the detailed organization of the company within the framework of the general organization and the ceiling of the organizational positions of the company and announcing it to the general assembly.

12- The board of directors is obliged to send the financial statements of the company and the report of the board of directors to the parent company specialized in water resources management of Iran within the legal deadline and also for review and comment to the inspector and auditor of the company.

13- Examining and proposing peace and reconciliation in lawsuits and referring to arbitration and appointing an arbitrator, as well as returning the dispute to the General Assembly in compliance with the relevant regulations.

14- Selecting the CEO and proposing him to the chairman of the general assembly of the company to approve and issue a ruling.

15- Reviewing and approving the necessary internal instructions for running the company.

16- Identifying doubtful receivables and proposing to the General Assembly for a decision.

17. The Board of Directors may delegate part of its powers to the Managing Director.

Article 21- The CEO 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 or outside it for a period of two years and is appointed by the chairman of the general assembly of the company. The CEO is responsible for managing all the affairs of the company within the rules and regulations of this statute. The CEO can delegate part of his duties and powers to any of the employees of the company.

Article 22 - The duties of the CEO are as follows:

1- Implementing the resolutions and decisions of the Board of Directors and the General Assembly.

2- Preparing, adjusting and proposing the policy, operational plan and annual budget of the company to the board of directors.

3- Predicting the necessary credit for purchasing technical, research, logistics and educational support services in the company's budget.

4- Preparing and preparing the annual financial statements of the company and presenting it to the board of directors.

5- Determining the executive methods within the framework of relevant laws, regulations and by-laws and notifying the relevant units.

6- Proposing the financial, transactional and employment regulations of the company to the board of directors.

7- Proposing the detailed organization of the company to the board of directors within the framework of the approvals of the general assembly.

8- Preparing the contracts related to paragraphs (5) and (6) of Article (7) of the Articles of Association and submitting them to the Board of Directors for approval.

9- Supervising the proper implementation of the company's by-laws and taking the necessary measures for the good administration of the company's affairs within the limits of the relevant laws and regulations.

10- Deciding and taking action on all matters and operations of the company, except for the duties of the General Assembly and the Board of Directors.

11- Dismissal and installation of all employees of the company, determination of salaries, bonuses, promotion and punishment according to the laws, regulations and bylaws approved by the competent authorities.

Article 23- The CEO is the legal representative of the company in all administrative and judicial authorities and has the right to delegate to others to defend the rights of the company and to pursue and file lawsuits, both criminal and legal. The managing director can refer the cases to arbitration in accordance with the regulations and after obtaining the opinion of the board of directors.

Article 24- All checks, documents, financial papers, obligations and contracts must be signed by the managing director (or his representative) and one of the members of the board of directors elected by the board of directors (or the elected representative of the board of directors). Administrative correspondence will be signed by the CEO or his representatives. All checks, in addition to the signatures of the above-mentioned persons, will also be signed by the accountant or his representative.

Article 25- In case of expiration of the term of the CEO, his actions will be effective and valid until the appointment of a new CEO and will have executive power.

Article 26- The company will have an inspector and an auditor who will be elected for a period of one year in compliance with the laws and regulations and with the approval of the General Assembly.

Note 1- The actions of the inspector and the auditor in the performance of their duties should not hinder the normal work of the company.

Note 2: The Ordinary General Assembly may elect an alternate inspector and auditor so that if the Chief Inspector and the Auditor General are unable to perform their duties, they shall perform their duties at the discretion of the Chairman of the General Assembly.

Chapter Four: Financial Statements

Article 27- The financial year of the company is from the first of April of each year until the end of March of the same year.

Article 28- The financial statements of the company must be prepared in compliance with the accounting standards and submitted to the inspector and auditor within the legally prescribed time.

Article 29- The company will be allowed to allocate a part of the credits subject to paragraph (3) of Article (22) of the Articles of Association to the specialized parent company of Iran Water Resources Management for performing certain services.

Chapter Five: Other Regulations

Article 30- The company will be subject to the rules and regulations of the Ministry of Energy in terms of policies, programs and activities for the development and operation of structures, facilities and water resources and hydropower.

This statute has been approved by the Guardian Council according to the letters No. 2740/30/82 dated 19/01/1382 and No. 3018/30/82 dated 28/02/1382.