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Corporate governance

1. Conventions to which Azerbaijan is a member:
- International Covenant on Economic, Social and Cultural Rights (1966) – Azerbaijan joined in 1992.
- United Nations International Covenant on Civil and Political Rights (1976) – Azerbaijan acceded to the First Optional Protocol to the Covenant in 2001 and to the Second Optional Protocol, aimed at the abolition of the death penalty, in 1998.
- Council of Europe Convention on Civil Liability for Corruption – ratified in Azerbaijan in 2003.
- United Nations Convention against Corruption – ratified in Azerbaijan in 2005.
- The Council of Europe Convention on Criminal Law against Corruption – ratified in Azerbaijan in 2003.
2. International legislation:
- OECD Principles of Corporate Governance (1999, 2015)
These OECD principles set standards for transparent, fair and responsible governance for global companies. The ESG governance aspect mainly emphasizes the protection of shareholder rights, board effectiveness and corporate transparency requirements. - OECD Guidelines for Multilateral Enterprises (2011)
This document provides recommendations for promoting responsible business conduct for multinational enterprises. It covers human rights, labour rights, anti-corruption and environmental protection. - UN Guiding Principles on Business and Human Rights (2011)
These principles set out the responsibilities of companies to protect human rights in the world of business and to prevent adverse impacts accordingly. - OECD Convention Against Corruption (1997)
This convention was adopted to prevent corruption in international business activities and promotes adherence to governance standards.
3. Legislative acts related to corporate governance
- Civil Code of the Republic of Azerbaijan
The purpose of the Code is to ensure freedom of civil circulation on the basis of equality of its participants.The tasks of the Civil Code:
- to regulate property and personal non-property relations of civil law subjects;
- to protect the rights and legitimate interests of civil law subjects;
- to protect the honor, dignity, business reputation of individuals, the right to protection of personal and family life, personal integrity;
- to ensure civil circulation;
- to support entrepreneurial activity;
- to create conditions for the development of a free market economy.
- The Tax Code of the Republic of Azerbaijan
Defines the tax system in the Republic of Azerbaijan, the general principles of taxation, the rules for determining, paying and collecting taxes, the rights and obligations of taxpayers and state tax authorities, as well as other participants in tax relations, regarding taxation issues, the forms and methods of tax control, liability for violation of tax legislation, and the rules for complaining about the actions (inaction) of state tax authorities and their officials. - The Competition Code of the Republic of Azerbaijan
Defines the rights and obligations of competition entities, legislation in the field of competition, and cases that restrict competition. - The Decree of the President of the Republic of Azerbaijan on additional measures to increase the efficiency of the activities of legal entities whose controlling share (stock) is owned by the state
Aims to ensure the sustainability of the economic reforms implemented in the country, accelerate work towards the development of entrepreneurship and the formation of a healthy competitive environment, achieve the formation of a diversified, competitive national economy by attracting local and foreign investments, and increase transparency in the management of legal entities whose controlling share (stock) is owned by the state. - Law "On Auditor Service
"Establishes the rules and requirements for companies to undergo independent audits and ensures the presentation of transparent and accurate financial information. - Law "On Accounting"
Adopted in order to ensure financial transparency, which is one of the important parts of corporate governance. It determines the rules for the preparation and presentation of financial statements of companies, and requires them to operate in accordance with international accounting standards. This law ensures accountability and accuracy of financial information. - Law "On Commercial Secrets
"Regulates the rules for the protection of information constituting commercial secrets and takes into account the rights of employees, shareholders and other interested parties. - Law "On Audit
"Regulates auditing activities in Azerbaijan. The law defines the rules of operation of audit companies, standards for auditing financial statements, and accountability. - Law "On Bankruptcy and Insolvency
"Determines how bankruptcy and insolvency processes will be conducted, how debtor companies must fulfill their obligations to creditors, and the possibilities for their reorganization. - Law "On Securities Market
"Regulates the securities market in Azerbaijan and the activities of companies participating in this market. The issuance, purchase and sale of shares of companies and transactions in securities are regulated by this law. - Law "On Combating Corruption
"Aims to prevent corruption and ensure compliance with business ethics rules. Internal control mechanisms for preventing corruption in the activities of companies are organized in accordance with this law
4. Penalties for violation of corporate governance legislation
Penalties for violations of corporate governance legislation are reflected in the following chapters of the Code of Administrative Offenses:
- CHAPTER 24: Administrative offenses against property
- CHAPTER 34: Administrative offenses against the rules of economic activity
- CHAPTER 35: Administrative offenses against the rules of trade
- CHAPTER 36: Administrative offenses against the rules of payment of taxes, duties, finance and insurance
- CHAPTER 37: Administrative offenses against customs rules