Charter of the State Housing Development Agency of the Republic of Azerbaijan

1. General Provisions


1.1. The State Housing Development Agency of the Republic of Azerbaijan (hereinafter referred to as “Agency”) is a legal entity established pursuant to Part 1 of the Decree of the President of the Republic of Azerbaijan "On some measures to improve public administration in the Republic of Azerbaijan" dated November 24, 2016, that arranges construction of residential buildings and other construction facilities in the land plots allocated to it to facilitate access to affordable housing (housing at a reasonable price) for the citizens of the Republic of Azerbaijan, that organizes and provides designation and rational use of funds allocated for the construction of residential buildings and other construction facilities, and that participates in the implementation of the policy in the field of land planning, design and architecture (hereinafter referred to as “relevant field”) in the lands assigned to it in accordance with this Charter.
1.2. In its activity, the Agency shall be guided by the Constitution of the Republic of Azerbaijan, the laws of the Republic of Azerbaijan, this Charter, other decrees and orders of the President of the Republic of Azerbaijan, decisions and orders of the Cabinet of Ministers of the Republic of Azerbaijan and other regulatory legal acts.
1.3. The Agency shall operate in interaction with state and local self-governing bodies, international and non-governmental organizations, other legal entities and individuals in exercising its rights and responsibilities.
1.4. The Agency shall deal with public and socially important activities.
1.5. The Agency shall not engage in entrepreneurial activity. Funds (revenues) derived from the activities of the Agency shall be aimed at ensuring its functioning.
1.6. The Agency has an independent balance, property, treasury and bank accounts, stamp bearing its name, relevant stamps and forms, logotype (emblem).
1.7. Pursuant to the law, the Agency has the right to conclude deals, to acquire and exercise property and non-property rights on its own behalf, to perform its duties, to act as a plaintiff or defendant in court.
1.8. The Agency is located in Baku city.


2. The main objective and areas of activity of the Agency


2.1. The main purpose of the Agency is to organize the construction of residential buildings and other construction facilities that meet the ecological and energy efficiency requirements in the modern architectural style in the land plots allocated to it to facilitate access to affordable housing (housing at a reasonable price) for the citizens of the Republic of Azerbaijan, to participate in the implementation of policy in the field of territorial planning, design and architecture in those land plots, and to coordinate activities.
2.2. The Agency operates in the following areas:
2.2.1. participation in forming policies and implementing this policy in the relevant area;
2.2.2. Implementation of control in the relevant field and ensuring its development;
2.2.3. participation in drafting regulatory legal acts related to regulation of the relevant field;
2.2.4. arrangement of residential buildings meeting the requirements of ecological and energy efficiency in the modern architectural style in the land plots assigned to the Agency to meet the housing needs of citizens for residential areas in a discounted manner and to improve the housing and living conditions of the citizens;
2.2.5. organization of construction of residential buildings in the land plots given to the Agency through promotion and involvement of investments, as well as other construction facilities intended for construction in residential areas, public and business zones;
2.2.6. insurance of effective use of the territories of residential areas around cities taking into account the natural and local characteristics of them, as well as the preservation of urban planning and national architectural traditions (heritage) together with relevant executive authorities and local self-government bodies;
2.2.7. Supervision of architectural planning and design solution of construction facilities and their complexes in the land plots given to the Agency and ensuring its improvement;
2.2.8. Issuance of permits for the construction and operation of construction sites in the land plots assigned to the Agency;
2.2.9. establishment of a unified information system and insurance of its functioning;
2.2.10. analysis of the current situation on the relevant field.


3. Rights and responsibilities of the Agency


3.1. The Agency shall fulfill the following responsibilities in accordance with the areas of activities defined by this Charter;
3.1.1. to participate in drafting and implementing legislative acts, development concepts, targeted programs in the relevant field;
3.1.2. to carry out control in the relevant field in accordance with the legislation;
3.1.3. to take part in the implementation of international agreements to which the Republic of Azerbaijan is a party;
3.1.4. to act as the customer of the detailed plans of areas (territorial parts) covered by land plots assigned to the Agency, to make a decision on their preparation and approval;
3.1.5. to provide aesthetic beauty, modernity, national architectural style in the renovation works carried out in cities and districts, in newly constructed facilities together with relevant government agencies and local self-government bodies;
3.1.6. to carry out relevant actions for the purpose of constructing residential buildings that meet the modern architectural style, ecological and energy efficiency requirements, and to finance the construction of these buildings to meet the citizens' housing needs in a preferential manner and to improve the housing and living conditions of citizens;
3.1.7. to take actions for construction of residential buildings on the land plots allocated to the Agency, as well as other construction facilities that are to be constructed in residential areas, public and business zones, by promoting and attracting investments;
3.1.8. to apply to the Cabinet of Ministers for installation of mechanical, electrical and plumbing systems and lines (electricity, water, sewerage, gas, communication, etc.) of construction facilities to be built on the land plots assigned to the Agency at the expense of state budget, relocation of existing mechanical, electrical and plumbing systems and lines in those land areas required by construction documents, establishment of road transport infrastructure, land improvement, payment of construction and installation of social facilities (kindergarten, school, etc.) provided by the project at the expense of the state budget;
3.1.9. to make deals for transfer of the land plot given to the Agency to the common ownership of the investor undertaking the building of construction facility or charging of it in investor’s favor through investment competitions, to determine compliance of these deals with the objectives set forth in the Charter of the same legal entity in the event that such actions are exercised by a subordinate legal entity, and to agree to the conclusion of such deals;
3.1.10. to determine whether the deals on issuing an order over the movable property at the disposal of legal entity, and acquired by it as a result of its activity, as well as real estate consisting of buildings and facilities, are in compliance with the purposes of that legal entity's Charter and to agree to conclude such deals;
3.1.11. to give permissions for the building and commissioning of construction facilities in the land plots assigned to the Agency;
3.1.12. to ensure the sale of apartments at its disposal, together with the respective shares in the plot of land where the multi-storey building is located;
3.1.13. to organize the implementation of engineering and exploration works where there is no actual information on the results of those works in the land plots assigned to the Agency;
3.1.14. in the event that there is no detailed plan for the land at the disposal of the Agency, or when it expires, to determine the compliance of construction projects with land planning documentation (master plans and (or) general plan), as well as the requirements taken in the preparation of a detailed plan for the purpose of construction permit or for informational performance purposes, to order reasoning of urban planning and confirm it;
3.1.15. to ensure compliance with the requirements of the Law of the Republic of Azerbaijan "On public procurement" in the procurement of goods (works and services) related to its activity, to agree to subordinate legal person to conclude a contract with the contractor selected in accordance with this Law in the land plots assigned to it;
3.1.16. to decide on the land improvement of the area covering the land plots assigned to the Agency and to approve such decision;
3.1.17. taking into account the usefulness of existing natural and geological conditions of settlements in the land plots assigned to the Agency, to participate in defining their development directions and architectural planning structures;
3.1.18. to ensure the preparation of standards, norms and regulations in accordance with the requirements of the legislation in the relevant field;
3.1.19. to participate in setting up a regulatory framework for project cost estimates in the relevant field;
3.1.20. to carry out project and scientific research works in the relevant field, to participate in the design and implementation of targeted and scientific-technical programs;
3.1.21. to ensure the exercise of the rights of population in the relevant area and to prevent their violation;
3.1.22. to participate in the establishment and development of urban planning infrastructure;
3.1.23. to participate in the set up of engineering, transport and communication infrastructure (facilities and networks) together with local executive authorities and self-governing bodies for the purpose of complex development of cities and other settlements;
3.1.24. to examine a disparity between enterprises and organizations in the design process in the relevant field and adopt an appropriate decision;
3.1.25. to provide the use of budget funds, loan, grant and other financial resources allocated to the Agency in the relevant area for the designated purpose;
3.1.26. to take necessary measures to protect the confidentiality in line with the laws, as well as take appropriate safeguards in line with the areas of activity;
3.1.27. to provide public awareness of its activities, establishment of website, post public information on that website and constantly upgrade it (including the report reflecting the activities of a legal entity in the land plots that are in its possession) (that must be disclosed), identified by the Law of the Republic of Azerbaijan "On Access to Information";
3.1.28. to take appropriate measures for the training and further education of specialists in the relevant field;
3.1.29. to examine the applications and complaints regarding the activities of the Agency and take actions in accordance with the procedure established by the legislation;
3.1.30. to take measures to improve the structure and performance of the Agency;
3.1.31. to ensure the organization and development of the "Affordable Housing" system;
3.1.32. to perform other duties defined by the President of the Republic of Azerbaijan.
3.2. The Agency shall exercise the following rights in accordance with the areas of its activity defined by this Charter:
3.2.1. to make proposals on drafting and improving regulatory legal acts in the relevant field, to present analytical materials and proposals related to the status and development of this field;
3.2.2. to initiate the accession of the Republic of Azerbaijan to international agreements in the relevant field, to collect, summarize and analyze materials related to the participation of the Republic of Azerbaijan in this field;
3.2.3. to make proposals for changes in general and master plans, as required;
3.2.4. to give opinions on the draft regulatory legal acts on the development of the relevant field;
3.2.5. to give other opinions according to the areas of activity, conduct analyses and summaries, make other analytical materials, carry out scientific research works and make relevant proposals;
3.2.6. to provide information where the violation of legislation on urban planning is found;
3.2.7. to cooperate with relevant international organizations, relevant state bodies (agencies) of foreign states in accordance with legislation, study relevant experience of foreign states;
3.2.8. to give requests on necessary information (documents) to the state and local authorities, physical and legal persons and receive such information (documents) from them;
3.2.9. to involve independent experts and specialists in its activities in the manner prescribed by law;
3.2.10. to establish a base for regulatory documents, information network, to issue special bulletins and other publications to improve the scientific and technical information provision of the relevant field;
3.2.11. to give advice within the limits of its competence with regard to application of norms, rules and standards in the relevant field;
3.2.12. to analyze and discuss the activities of the Agency and its subordinate entities, to adopt appropriate decisions on the relevant issues;
3.2.13. to transfer the land plots and funds to the disposal of its subordinate legal entities for the purpose of arrangement of construction of apartments to be sold at affordable price through the “Affordable Housing” electronic system;
3.2.14. to transfer the land plot allocated to the Agency to the common shared ownership of the investor, who intends to carry out construction of residential buildings in that land plot and to sell the apartments which are the parts of these buildings at an affordable price through the "Affordable Housing" electronic system;
3.2.15. take measures to manage multi-storey buildings built based on the Agency's order in accordance with the Housing Code of the Republic of Azerbaijan for the sale of apartments to the citizens at a discount;
3.2.16. in case of occurrence of an accident at buildings and installations being constructed and used, to participate in the investigation of its causes and preparation of measures for the recovery together with the relevant government authorities;
3.2.17. to make a comprehensive analysis of the development of the relevant field and develop proposals to ensure its sustainable development;
3.2.18. to hold tenders (competitions) and conclude contracts in accordance with the law for the purpose of carrying out project and scientific research works performing works for the needs of the Agency, purchasing goods and materials, as well as meeting the needs in the relevant field;
3.2.19. to provide introduction of scientific and technical achievements in the relevant field, taking into account international best practices, and hold relevant exhibitions, seminars and conferences for this purpose;
3.2.20. to make suggestions on financing of the construction of residential buildings intended for sale at a discount, meeting the needs of citizens for residential areas, and improving housing and living conditions;
3.2.21. to make suggestions on the involvement of lands in housing and public-business zones in the residential areas and other areas designated for their prospective development on territorial planning documents;
3.2.22. to make suggestions on industrialization of the relevant construction process;
3.2.23. to exercise other rights determined by acts of the President of the Republic of Azerbaijan.


4. Management of the Agency


4.1. The Agency shall apply progressive corporate governance standards in its activities and management.
4.2. The Agency shall be managed by the Board of Directors.
4.3. The Board of Directors shall manage and control over the Agency. The Board of Directors shall consist of three members - Chairman of the Board and his two Deputies appointed and dismissed by the President of the Republic of Azerbaijan.
4.4. If the Chairman of the Board is temporarily absent, one of the deputies appointed by the Chairman of the Board shall exercise his powers.
4.5. The Board of Directors shall perform the following tasks:
4.5.1. define development directions of the Agency;
4.5.2. define the structure of the Agency, the number of its employees, the forms and amounts of remuneration of labor in the Agency, by agreeing with the President of the Azerbaijan Republic;
4.5.3. submit proposals and documents to the President of the Republic of Azerbaijan to exercise the authority of the founder;
4.5.4. prepare and submit to the President of the Republic of Azerbaijan the report referred to in Article 7.2 of this Charter;
4.5.5. examine draft legal acts related to improving the Agency's activities, submit them to relevant government bodies and agencies;
4.5.6. ensure the designated and rational use of funds provided for in subparagraph 3.1.25 (budget, loans, grants and other financial resources) of this Charter;
4.5.7. consider applications of the members of the Board and adopt a decision;
4.5.8. determine the wage fund of the staff of the Agency's management, affiliates and representative offices;
4.5.9. approve the structure, staffing table and cost estimates within the allocated budget of the Administration of the Agency, within the defined structure, wage fund and number of employees, establish an additional incentive scheme to employees on account of funds earned by the Agency (excluding funds allocated from the state budget and other government-funded funds);
4.5.10. provide overall control over the implementation of the Agency's budget, annual revenue and distribution of costs and action plans, formation and spending of the Agency's funds;
4.5.11. approve the internal rules of the Agency, as well as the statutes of the management, affiliates and representations, adopt decisions on the use of its property;
4.5.12. determine the rules and conditions for the exclusion of the conflict of interests during the activities of the Board and its employees and oversee their implementation;
4.5.13. adopt decisions on the establishment of the Agency's economic societies or involvement in them, as well as the establishment of branches, offices and representations with the approval of the President of the Republic of Azerbaijan;
4.5.14. Upon the consent of the President of the Republic of Azerbaijan, make a decision on the conclusion of an agreement (especially important transaction) of more than 25% of the value of the net assets of the Agency and an agreement with a related party which constitutes 5% and more of the Agency's assets;
4.5.15. adopt a decision to close an agreement with the related party, which constitutes up to five percent of the Agency's assets;
4.5.16. appoint the external auditor of the Agency and accept an audit report;
4.5.17. take actions on the results of external auditor and other audits;
4.5.18. approve the statutes of economic societies established by the Agency.
4.6. Board meetings shall be convened at least once a month. Member of the Board of Directors shall initiate to hold Board meetings. Board meetings shall be authorized when at least two members of the Board attend. Board meetings shall be recorded accordingly and decisions on the discussed issues shall be adopted. At the Board meeting, each member shall have one vote and decisions shall be made by a simple majority of votes. If the number of votes is divided equally, the vote of the Chairman of the Board (or Deputy Chairman of the Board replacing the Chairman) shall be considered decisive. Members shall not remain neutral during voting.
4.7. Chairman of the Board of Directors shall:
4.7.1. carry out management of the Agency's activities and represent it;
4.7.2. organize the activities of the Board, define the agenda of meetings and preside over meetings;
4.7.3. convene the meetings of the Board of Directors at its own initiative or at the initiative of any other member of the Board of Directors;
4.7.4. invite other persons to attend the meeting of the Board at its own initiative, as well as at the request of any other member of the Board;
4.7.5. divide responsibilities among members of the Board of Directors, determine the responsibilities of other officials of the Agency on staffing, human resources, financial, economic and other issues and provide interaction;
4.7.6. adopt decisions on the approval of the statutes of the structural units of the Administration of the Agency, as well as on matters not related to the Board of Directors under this Charter;
4.7.7. organize, check and exercise control over the acts adopted with respect to the activities of the Agency;
4.7.8. issue internal orders and commands that are mandatory for the organization of the performance of the Agency;
4.7.9. except for the cases set forth in this Charter, adopt decisions on the appointment and dismissal of employees of the Agency, including its management, affiliates, representations and other subordinate bodies (only management in economic societies), incentives and disciplinary penalties against them;
4.7.10. organize the remuneration of employees of the Agency and increase of the level of their professionalism;
4.7.11. dispose of the property and financial resources of the Agency in the part not related to the Board of Directors under this Charter;
4.7.12. control the use of the Agency's property in accordance with the objectives set out in this Charter;
4.7.13. revoke the decisions of the Agency's officials contrary to the law;
4.7.14. conduct operations, conclude contracts, ensure their implementation, issue power of attorney on behalf of the Agency within the scope of powers established by this Charter;
4.7.15. take necessary measures to protect the state secrets and confidentiality of the activities of the Agency;
4.7.16. set up advisory committees and working groups on the activities of the Agency;
4.7.17. take other actions related to the organization of the activity of the Board of Directors;
4.7.18. represent and negotiate on behalf of the Agency before the state bodies, agencies, enterprises and organizations, physical and natural persons of the Republic of Azerbaijan and foreign countries, as well as international organizations;
4.7.19. provide clerical and archiving work in the Agency;
4.7.20. provide for the reception of citizens and consideration of their applications;
4.8. Board members shall:
4.8.1. take part in solving issues related to the competence of the Board;
4.8.2. get acquainted with the agenda of the meeting of the Board of Directors and the materials to be considered;
4.8.3. express their views on the decisions of the Board of Directors;
4.8.4. make suggestions on consideration of the matters within the competence of the Board of Directors at the meetings of the Board of Directors;
4.8.5. get familiar with decisions of the Board of Directors, meeting minutes and other documents.
4.9. Members of the Board of Directors shall be impartial to the issues discussed at the meetings of the Board of Directors and shall not allow actions and speeches that may damage the image of the member of the Board of Directors.


5. Charter Fund, property and bases of financial activities of the Agency


5.1. The charter fund of the Agency shall be formed on the account of the funds provided for in subparagraph 1.13.1.2 of the Presidential Decree No. 1756 "On some issues related to the application of the Law of the Republic of Azerbaijan on the State Budget of the Republic of Azerbaijan for 2018" dated 27 December 2017 and constitute 100.0 (one hundred million) manats.
5.2. Property of the Agency shall be composed of the charter fund, other property provided by the founder, as well as the proceeds from the state budget, income from its activities, donations, grants, investments attracted and other funds not prohibited by law.
5.3. The Agency shall use its property only for the purposes specified in this Charter.
5.4. Ownership, use and disposal of the land and other property given to the Agency shall belong to the Agency.
5.5. The property value of the Agency shall be shown on its balance sheet.
5.6. The Agency may independently dispose of the land and other real estate given to the Agency and acquired as a result of its activity.
5.7. The Agency reserves the right to issue an independent order on the proceeds from the activities of the Agency, its management, affiliates, representative offices and economic societies, as well as other subordinate entities, after paying the taxes and other obligatory payments as prescribed by law.
5.8. The Agency reserves the right to concentrate its own receipts, and the funds (revenues) derived from the activities of its economic entities, economic societies, as well as the management, affiliates and representations of which it is a member.
5.9. Prices for services rendered by the Agency shall not apply to regulated prices.
5.10. Funds remaining in the Agency's account at the end of the fiscal year shall be aimed at financing the next year's expenses.
5.11. The Agency shall ensure maintenance and designated and effective use of property owned and used by the Agency.
5.12. The Agency shall utilize these funds on the basis of cost estimate in accordance with this Charter.


6. Accounting and reporting in the Agency


6.1. The Agency shall under the Law of the Republic of Azerbaijan "On Accounting" conduct accounting, prepare, present and publish financial statements in the manner prescribed for legal persons.
6.2. The Agency shall keep statistical records, compile and present statistical reports in accordance with the Law of the Republic of Azerbaijan "On Official Statistics".
6.3. The Agency shall provide for audits of financial and economic activities of management, affiliates, representations and economic societies, as well as other subordinate entities.
6.4. The Agency shall involve an external auditor for the independent audit of its performance.


7. Form and scope of control over the Agency's activities


7.1. Control over the Agency's activity shall be carried out by the President of the Republic of Azerbaijan.
7.2. The annual report on the activities of the Agency shall be submitted to the President of the Republic of Azerbaijan.

8. Reorganization and liquidation of the Agency

The reorganization and liquidation of the Agency shall be carried out by the President of the Republic of Azerbaijan.

Approved by the Decree of the

President of the Republic of Azerbaijan

No 1819 dated February 7, 2018.

State Housing Development Agency of the Republic of Azerbaijan

© 2019