REGULATIONS FOR THE CONTROL OVER RELATED PARTY TRANSACTIONS

Size: px
Start display at page:

Download "REGULATIONS FOR THE CONTROL OVER RELATED PARTY TRANSACTIONS"

Transcription

1 Approved: by the Board of directors of Joint Stock Company "Severstal" dated Minutes No REGULATIONS FOR THE CONTROL OVER RELATED PARTY TRANSACTIONS Cherepovets, 2005 Contents: 1

2 1. General provisions 2. Furnishing of information to the Company on related party transaction 3. Procedure of execution of related party transactions 4. Recording of related party transactions, disclosure of information on related party transactions 5. Effects of the noncompliance with requirements for related party transactions 2

3 1. General provisions 1.1 The present Regulations for the control over related party transactions (hereinafter referred to as Regulations ) are adopted in accordance with the applicable Law, Charter of JSC Severstal (hereinafter referred to as Charter ) and Regulations for the Board of directors of JSC Severstal. 1.2 These Regulations are approved for the following purposes: to comply with rights and legal interests of JSC Severstal (hereinafter referred to as Company ), shareholders and counterparties of the Company; to secure the correspondence of related party transactions with financial and economic interests of the Company; to secure the compliance with requirements of the regulatory acts on procedure of consummation of the related party transactions; to secure Company s compliance with requirements of the regulatory acts on disclosure of information regarding related party transactions and their approval by the governing bodies of the Company; to secure the compliance with requirements of regulatory acts on submission of required information by the shareholders, members of the governing bodies of the Company and persons holding the right to give orders obligatory for the Company. 1.3 Related party transactions under these Regulations shall be understood as transactions (as well as loan, credit, pledge, surety agreement) in execution of which there is an interest of any member of the Board of directors, the person executing the functions of the sole executive body of the Company including the Managing Organization or manager, member of the collegial executive body of the Company (if such is stipulated by the Company s Charter) or any shareholder of the Company, who owns together with affiliated persons 20 and more per cent of the Company s voting shares, as well as persons, holding the right to give orders obligatory for the Company (hereinafter Related parties ). Related parties are recognized related in execution of the transaction by the Company in cases they are spouses, parents, children, blood or half brothers and sisters, adopters or adaptees and (or) their affiliated persons: - are the party, beneficiary, intermediary, or representative in the transaction; - own (individually or collectively) 20 and more per cent of shares (interests, equities) of the legal entity being the party, beneficiary, intermediary, or representative in the transaction; - occupy any position in governing bodies of the legal entity being the party, beneficiary, intermediary, or representative in the transaction, as well as any position in governing bodies of the Managing Organization of such legal entity; - in any other cases stipulated by the Company s Charter. The requirements under these Regulations regarding procedure of execution of the transaction are not applicable in the following cases: - all 100 % shares of the Company are owned by one shareholder, who simultaneously executes functions of the sole executive body of the Company; - all shareholders are interested in execution of the transactions; - in exercising the preemptive right for acquisition of the Company s placed shares; - in acquisition and redemption of the placed shares by the Company; - in reorganization of the Company in the form of merger (take-over), if any other company participating in the merger (take-over) owns more than three quarters of all voting shares of the Company. 3

4 1.4 These Regulations govern the procedure of record and execution of related party transactions of the Company, as well as procedure of the information disclosure on such transactions and their approval by the governing bodies of the Company. 2. Furnishing of information to the Company on interest in execution of transaction 2.1 Related parties are obliged to bring to the notice of the Board of directors of the Company, the Internal Audit Commission and the auditor of the Company the following information: on legal entities, in which they own individually or collectively with their affiliated person (persons) 20 or more per cent of the voting shares (interests, equities); on legal entities, in the governing bodies of which they hold any office; on any transaction in progress or any transaction to be potentially concluded, in which they may be recognized as related party; on ownership of the issuer s securities, as well as on disposal and (or) purchase of the issuer s securities. 2.2 Information specified in clause 2.1 of these Regulations shall be sent by Related party for the attention of Secretary to the Board of directors of the Company in written form signed by Related party (in case Related party is a legal entity, it shall be signed by the head of Related party including a common seal of Related party (if available)) no later than 3 days of the day of information delivery to Related party. Secretary to the Board of directors of the Company shall secure timely delivery of information in written form to Chairman of the Board of directors, sole executive body and Internal Audit Commission of the Company. The sole executive body of the Company shall secure that information is brought to the notice of the Company s auditor in generalized form at its request. 2.3 In addition to notifications received from Related party, Secretary to the Board of directors within 30 calendar days as of the end of the fiscal year shall forward to the members of the Board of directors and the person, who executes functions of the sole executive body, as well as members of the collegial executive body of the Company (if such is stipulated by the Company s Charter) the request to approve that within the fiscal year such persons complied with requirements of these Regulations, in particular the requirements specified in clause 2.2 of these Regulations. Within 60 calendar days as of the end of the fiscal year the members of the Board of directors, the person, who executes functions of the sole executive body, as well as members of the collegial executive body of the Company (if such is stipulated by the Company s Charter) shall present to Secretary to the Board of directors in writing a confirmation on compliance with requirements of these Regulations (hereinafter Confirmation ). 2.4 Secretary to the Board of directors shall submit such Confirmation to Chairman of the Board of directors, sole executive body, Internal Audit Commission and auditor of the Company at their request. 3. Procedure of execution of related party transactions 3.1 The related party transaction shall be approved prior to its execution by the Board of directors or General Meeting of shareholders of the Company in accordance with the requirements of the Federal Law On Joint Stock companies, Company s Charter and these Regulations. 4

5 3.2 The resolution on approval of the related party transaction shall be passed by a majority of votes of non-executive directors, who are not interested in execution of this transaction. The non-executive director for the purposes above shall be recognized any member of the Board of directors, provided that he or she is not or has not been within one year proceeding the passed resolution as follows: - the person, who executes the functions of the sole executive body of the Company including its manager; member of the collegial executive body of the Company; the person holding offices in governing bodies of the Company s Managing Organization; - the person, whose spouse, parents, children, blood or half brothers and sisters, adopters or adaptees are the persons, who hold offices in the specified governing bodies of the Company, the Managing Organization of the Company or is manager of the Company; - the affiliated person of the Company, except for the member of the Board of directors of the Company. In case all members of the Board of directors of the Company are recognized related persons and (or) not deemed non-executive directors, the resolution on approval of the related party transaction can be passed by the General Meeting of shareholders of the Company. 3.3 Resolution on approval of the related party transaction shall be passed by the General Meeting of shareholders of the Company by a majority of votes of all shareholders not interested in execution of this transaction owners of the voting shares in the following cases: in case the subject of the transaction or several interrelated transactions is the property, value of which in accordance with accounting statement of the Company (the asking price of the acquired property) amounts to 2 or more per cent of the balance value of the Company s assets as per its accounting statement on the last reporting date, except for the transactions stipulated by the abstracts three and four of this clause; in case the transaction or several interrelated transactions are the placement of shares by means of subscription or disposal amounting more than 2 per cent of ordinary registered shares earlier placed by the Company and ordinary shares, into which earlier placed equity securities (convertible into shares) may be converted; in case the transaction or several interrelated transactions are the placement of equity securities convertible into shares performed by means of subscription, which can be converted into ordinary shares, amounting more than 2 per cent of ordinary registered shares earlier placed by the Company, and ordinary shares, into which earlier placed equity securities (convertible into shares) may be converted. 3.4 Any related party transaction requires no approval of the General Meeting of shareholders as stipulated by clause 3.3 of these Regulations, in cases if the terms of such transaction do not significantly vary from the terms of similar transactions executed between the Company and the related party in the course of ordinary business activity of the Company held prior to the moment, when the related party is recognized as such. This exception shall be applied only to transactions executed within the period starting from the moment, when the related party is recognized as such and up to the next annual General Meeting of shareholders of the Company. 3.5 In resolution on approval of the related party transaction shall be specified the following: the person (persons) being the party (parties) thereof, beneficiary (beneficiaries), price, subject of transaction and other essential conditions of the transaction. The General Meeting of shareholders of the Company can pass the resolution on approval of the transaction (transactions) between the Company and the related party, which 5

6 can be executed in future in the course of its common business activity. Thereby the resolution of the General Meeting of shareholders shall include the maximum sum earmarked for the execution of such transaction (transactions). Such resolution remains valid till the next General Meeting of shareholders of the Company. 3.6 To pass the resolution on approval of the related party transaction by the Board of directors and the General Meeting of shareholders the price of disposed or acquired property or services shall be determined by the Board of directors in accordance with requirements of the Federal Law On Joint Stock companies. 4. Recording of related party transactions, disclosure of information on related party transactions 4.1 The Company creates the system of continuous record of the following: - data specified in clause 2.1 of these Regulations; - information on related party transactions executed by the Company and on their approval by the governing bodies of the Company; - information on related party transactions approved by the governing bodies of the Company, which have not been executed. To organize keeping of the records the person, who executes functions of the sole executive body of the Company shall resign a responsible person from amongst the employees of the Company. The responsibility for organization of such records keeping shall be held by the person, who executes functions of the sole executive body of the Company. 4.2 In cases provided for by the regulatory acts and/or internal documents of the Company, the Company shall disclose information on data specified in clause 2.1 of these Regulations, related party transactions and their approval by the governing bodies of the Company. Composition, procedure and terms of the information disclosure shall be determined in accordance with regulatory acts and internal documents of the Company (including Regulations for the Information Policy of the Company). 5. Effects of the noncompliance with requirements for related party transactions 5.1 The related party transaction executed with violation of the transaction requirements provided for by the Federal Law On Joint Stock companies can be recognized invalid at the law suit of the Company or its shareholder. 5.2 For the breach of requirements on furnishing information to the Company, Related party shall bear responsibility in the amount of losses incurred to the Company. In case the responsibility is held by several persons, then their responsibility to the Company shall be deemed solidary. 6

KAZAKHSTAN LAW ON JOINT STOCK COMPANIES

KAZAKHSTAN LAW ON JOINT STOCK COMPANIES KAZAKHSTAN LAW ON JOINT STOCK COMPANIES Important Disclaimer This does not constitute an official translation and the translator and the EBRD cannot be held responsible for any inaccuracy or omission in

More information

Law of Ukraine ON JOINT STOCK COMPANIES

Law of Ukraine ON JOINT STOCK COMPANIES Unofficial Translation as of December 2008 As signed by the President of Ukraine on 9/17/2008 Law of Ukraine ON JOINT STOCK COMPANIES CHAPTER I. GENERAL PROVISIONS Article 1. Scope of Application of the

More information

OPEN JOINT-STOCK COMPANY SEVERSTAL CHARTER (NEW EDITION)

OPEN JOINT-STOCK COMPANY SEVERSTAL CHARTER (NEW EDITION) Working translation from Russian APPROVED: by the General Shareholders Meeting of OAO Severstal on December 30, 2011 Minutes 3 dated January 10, 2012 General Director of OAO Severstal Mordashov A. A. OPEN

More information

REGULATIONS ON GENERAL SHAREHOLDERS MEETING Open Joint Stock Company Novolipetsk Steel (new revision)

REGULATIONS ON GENERAL SHAREHOLDERS MEETING Open Joint Stock Company Novolipetsk Steel (new revision) APPROVED by the General Shareholders Meeting of Open Joint Stock Company Novolipetsk Steel Minutes of Meeting No. 38 dd. 6 June 2014 REGULATIONS ON GENERAL SHAREHOLDERS MEETING Open Joint Stock Company

More information

APPROVED at the General Meeting of Participants of GSM Kazakhstan OAO Kazakhtelecom LLP. CHARTER OF Kcell Joint Stock Company

APPROVED at the General Meeting of Participants of GSM Kazakhstan OAO Kazakhtelecom LLP. CHARTER OF Kcell Joint Stock Company APPROVED at the General Meeting of Participants of GSM Kazakhstan OAO Kazakhtelecom LLP Minutes No. Date: CHARTER OF Kcell Joint Stock Company 1. General Provisions 1. This Charter of the joint stock company

More information

List of Insider Information of Gazprombank (Open Joint-Stock Company) 1. General Provisions

List of Insider Information of Gazprombank (Open Joint-Stock Company) 1. General Provisions Approved by Order No.79 issued by Gazprombank (Open Joint-Stock Company) on July 28, 2011 List of Insider Information of Gazprombank (Open Joint-Stock Company) 1. General Provisions 1.1. The list of insider

More information

SEAL: APPROVED by the Deputy Head of Moscow Central Regional Department of the Bank of Russia STAMP: August 23, 2013 L.S. SEAL:

SEAL: APPROVED by the Deputy Head of Moscow Central Regional Department of the Bank of Russia STAMP: August 23, 2013 L.S. SEAL: SEAL: THE CENTRAL BANK OF THE RUSSIAN FEDERATION (THE BANK OF RUSSIA) MOSCOW MAIN REGIONAL DEPARTMENT MAIN STATE REGISTRATION * NUMBER 1037700013020 * * TIN 7702235133 * STAMP: APPROVED by the Deputy Head

More information

POLICY ON SECURITIES TRADING

POLICY ON SECURITIES TRADING POLICY ON SECURITIES TRADING Custodian and Allied Plc has issued this Policy made pursuant to the various laws relating to trading of securities by an Issuer in Nigeria. TABLE OF CONTENTS 1. BACKGROUND...2

More information

How To Set Up A Committee To Check On Cit

How To Set Up A Committee To Check On Cit CIT Group Inc. Charter of the Audit Committee of the Board of Directors Adopted: October 22, 2003 Last Amended: April 20, 2015 I. PURPOSE The purpose of the Committee is to assist the Board in fulfilling

More information

Corporate Governance Code

Corporate Governance Code Corporate Governance Code Table of Contents INTRODUCTION... 1 CHAPTER 1 PRINCIPLES OF CORPORATE GOVERNANCE... 4 CHAPTER 2 GENERAL SHAREHOLDERS MEETING... 11 CHAPTER 3 BOARD OF DIRECTORS OF THE COMPANY...

More information

RULES FOR THE BOARD OF DIRECTORS WRIGHT MEDICAL GROUP N.V. ST\ASD\13635703.1

RULES FOR THE BOARD OF DIRECTORS WRIGHT MEDICAL GROUP N.V. ST\ASD\13635703.1 RULES FOR THE BOARD OF DIRECTORS OF WRIGHT MEDICAL GROUP N.V. These Rules were adopted by the Board of Directors on 26 August 2010 and have been amended on 30 April 2013, 29 October 2013 and 1 October

More information

CHAPTER I I. Formation of a limited liability company CHAPTER I. GENERAL PROVISIONS

CHAPTER I I. Formation of a limited liability company CHAPTER I. GENERAL PROVISIONS Law of the Republic of Kazakhstan dated April 22, 1998 220-I On limited liability companies and additional liability companies (with alterations and amendments as of 29.12.2014) CHAPTER I. General provisions

More information

REGULATIONS ON THE BOARD OF DIRECTORS of OJSC Oil Company Rosneft

REGULATIONS ON THE BOARD OF DIRECTORS of OJSC Oil Company Rosneft APPROVED by the General Meeting of Shareholders of Open Joint Stock Company Oil Company Rosneft 07 June 2006 Minutes No. REGULATIONS ON THE BOARD OF DIRECTORS of OJSC Oil Company Rosneft 1 TABLE OF CONTENTS

More information

Chapter 7 EQUITY SECURITIES METHODS OF LISTING. 7.01 Equity securities may be brought to listing by any one of the methods described below.

Chapter 7 EQUITY SECURITIES METHODS OF LISTING. 7.01 Equity securities may be brought to listing by any one of the methods described below. Chapter 7 EQUITY SECURITIES METHODS OF LISTING 7.01 Equity securities may be brought to listing by any one of the methods described below. Offer for Subscription 7.02 An offer for subscription is an offer

More information

C. R. BARD, INC. RESTATED CERTIFICATE OF INCORPORATION. FIRST: The name of the corporation is C. R. BARD, INC.

C. R. BARD, INC. RESTATED CERTIFICATE OF INCORPORATION. FIRST: The name of the corporation is C. R. BARD, INC. C. R. BARD, INC. RESTATED CERTIFICATE OF INCORPORATION Pursuant to the provisions of Section 14A:9-5, Corporations, General, of the New Jersey Statutes, the undersigned Corporation hereby executes the

More information

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AQUABOUNTY TECHNOLOG IES, INC.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AQUABOUNTY TECHNOLOG IES, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AQUABOUNTY TECHNOLOG IES, INC. AQUABOUNTY TECHNOLOGIES, INC., a corporation organized and existing under the laws of the state of Delaware (the Corporation

More information

LITHUANIA LAW ON COMPANIES

LITHUANIA LAW ON COMPANIES LITHUANIA LAW ON COMPANIES Important Disclaimer This translation has been generously provided by the Lithuanian Securities Commission. This does not constitute an official translation and the translator

More information

Corporate Governance Code for Shareholding Companies Listed on the Amman Stock Exchange

Corporate Governance Code for Shareholding Companies Listed on the Amman Stock Exchange Corporate Governance Code for Shareholding Companies Listed on the Amman Stock Exchange CONTENTS Topic Page Preamble 3 Chapter One: Definitions 5 Chapter Two: The Board of Directors of the Shareholding

More information

CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED AUDIT COMMITTEE - TERMS OF REFERENCE

CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED AUDIT COMMITTEE - TERMS OF REFERENCE CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) AUDIT COMMITTEE - TERMS OF REFERENCE Established on 11 th December, 1998 pursuant to the then Code on Corporate

More information

CORPORATE GOVERNANCE CODE OF OPEN JOINT-STOCK COMPANY OIL COMPANY ROSNEFT

CORPORATE GOVERNANCE CODE OF OPEN JOINT-STOCK COMPANY OIL COMPANY ROSNEFT APPROVED BY Resolution of the Board of Directors Minutes No. 6 dated May 17, 2006 CORPORATE GOVERNANCE CODE OF OPEN JOINT-STOCK COMPANY OIL COMPANY ROSNEFT With amendments: No.1 (approved by the Board

More information

Chapter 10 EQUITY SECURITIES RESTRICTIONS ON PURCHASE AND SUBSCRIPTION

Chapter 10 EQUITY SECURITIES RESTRICTIONS ON PURCHASE AND SUBSCRIPTION Chapter 10 EQUITY SECURITIES RESTRICTIONS ON PURCHASE AND SUBSCRIPTION Restrictions on Preferential Treatment of Purchase and Subscription Applications 10.01 Normally no more than ten per cent. of any

More information

INSIDER TRADING AND REPORTING POLICY

INSIDER TRADING AND REPORTING POLICY INSIDER TRADING AND REPORTING POLICY I. INTRODUCTION Employees, officers, directors, consultants, contractors and agents of Pembina Pipeline Corporation (the "Corporation") and its subsidiaries may from

More information

TERMS OF REFERENCE OF AUDIT COMMITTEE

TERMS OF REFERENCE OF AUDIT COMMITTEE (Incorporated in Bermuda with limited liability) (Stock Code: 00618) TERMS OF REFERENCE OF AUDIT COMMITTEE (Amended and adopted by the Board on 5 February 2016) 1. Membership 1.1 The Audit Committee shall

More information

Each member of the Board confirms that he or she has acquainted himself or herself with:

Each member of the Board confirms that he or she has acquainted himself or herself with: DIRECTOR'S CHARTER (Established by the Board of Directors on 18 November 2003 and amended by the respective Boards of Directors on 27 January 2005, 26 November 2009, 25 November 2010, 24 November 2011,

More information

INSIDER TRADING AND BLACKOUT POLICY

INSIDER TRADING AND BLACKOUT POLICY INSIDER TRADING AND BLACKOUT POLICY Amended and Restated by the Board of Directors on December 22, 2011 Page 1 of 11 TABLE OF CONTENTS 1. EXECUTIVE SUMMARY... 3 2. INTRODUCTION... 4 3. MATERIAL INFORMATION...

More information

AMENDMENTS TO THE LISTINGS RULES

AMENDMENTS TO THE LISTINGS RULES AMENDMENTS TO THE LISTINGS RULES Legend: additions are underlined. Rule Making History 1. The draft rules were presented to the Rules and Adjudication Committee of Council (RAC) on 22 May 2013 for consideration;

More information

中 國 通 信 服 務 股 份 有 限 公 司

中 國 通 信 服 務 股 份 有 限 公 司 中 國 通 信 服 務 股 份 有 限 公 司 CHINA COMMUNICATIONS SERVICES CORPORATION LIMITED (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 552) AUDIT COMMITTEE

More information

REGULATIONS ON THE GENERAL MEETING OF SHAREHOLDERS. of OJSC Oil Company Rosneft

REGULATIONS ON THE GENERAL MEETING OF SHAREHOLDERS. of OJSC Oil Company Rosneft APPROVED BY General Meeting of Shareholders of OJSC Oil Company Rosneft On June 7, 2006 Minutes without No. REGULATIONS ON THE GENERAL MEETING OF SHAREHOLDERS 1 TABLE OF CONTENTS 1. GENERAL PROVISIONS...5

More information

The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 5/11/15)

The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 5/11/15) The Kroger Co. Board of Directors Guidelines on Issues of Corporate Governance (Rev. 5/11/15) THE KROGER CO. BOARD OF DIRECTORS GUIDELINES ON ISSUES OF CORPORATE GOVERNANCE The Kroger Co. Board of Directors

More information

BOARD OF DIRECTORS ROLE, ORGANISATION AND METHODS OF OPERATION

BOARD OF DIRECTORS ROLE, ORGANISATION AND METHODS OF OPERATION BOARD OF DIRECTORS ROLE, ORGANISATION AND METHODS OF OPERATION Section 1 The Board of Directors The Company is managed by a Board of Directors with no less than seven and no more than thirteen members.

More information

Regulations on the General Meeting of Shareholders of Open Joint Stock Company Gazprom Neft (New version)

Regulations on the General Meeting of Shareholders of Open Joint Stock Company Gazprom Neft (New version) APPROVED by the General Meeting of Shareholders of JSC Gazprom Neft on September 30, 2014 (Minutes 0101/02 dated 02.10.2014) Regulations on the General Meeting of Shareholders of Open Joint Stock Company

More information

COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law

COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law As filed with the Department of State of the State

More information

HK Electric Investments Limited

HK Electric Investments Limited HK Electric Investments Limited 港 燈 電 力 投 資 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) together with HK Electric Investments (Stock Code: 2638) 1. Membership AUDIT COMMITTEE TERMS

More information

Temporary Measures for Administration of Subordinated Term Debts of Insurance Companies 保 险 公 司 次 级 定 期 债 务 管 理 暂 行 办 法

Temporary Measures for Administration of Subordinated Term Debts of Insurance Companies 保 险 公 司 次 级 定 期 债 务 管 理 暂 行 办 法 Temporary Measures for Administration of Subordinated Term Debts of Insurance Companies 保 险 公 司 次 级 定 期 债 务 管 理 暂 行 办 法 Chapter 1 General Provisions Article 1 These Measures have been formulated in accordance

More information

The size and composition of the Board is to be determined from time to time by the Board itself in an effort to balance the following goals:

The size and composition of the Board is to be determined from time to time by the Board itself in an effort to balance the following goals: AMERICAN INTERNATIONAL GROUP, INC. CORPORATE GOVERNANCE GUIDELINES (Effective March 11, 2015) I. INTRODUCTION The Board of Directors (the Board ) of American International Group, Inc. ( AIG ), acting on

More information

Letter of Intent for Acquisition Purchase of Stock of the Business for a Combination of Cash and Purchaser s Stock (Pro-Buyer Oriented)

Letter of Intent for Acquisition Purchase of Stock of the Business for a Combination of Cash and Purchaser s Stock (Pro-Buyer Oriented) Form: Letter of Intent for Acquisition Purchase of Stock of the Business for a Combination of Cash and Purchaser s Stock (Pro-Buyer Oriented) Description: This is a sample Letter of Intent for the acquisition

More information

WDS LIMITED WDS PERSONNEL SHARE TRADING POLICY

WDS LIMITED WDS PERSONNEL SHARE TRADING POLICY WDS LIMITED WDS PERSONNEL SHARE TRADING POLICY 1. INTRODUCTION The Corporations Act contains provisions which prohibit a person in possession of material, non-public information relating to a company from

More information

STATEMENT OF THE MAJORITY SHAREHOLDER. Ministry of Mines and Energy

STATEMENT OF THE MAJORITY SHAREHOLDER. Ministry of Mines and Energy GOOD GOVERNANCE CODE STATEMENT OF THE MAJORITY SHAREHOLDER Ministry of Mines and Energy Bogotá, D. C Mr. JAVIER G. GUTIERREZ President Interconexión Eléctrica Nacional S. A. ISA Medellín Dear Mr. Gutierrez,

More information

RESTATED ARTICLES OF INCORPORATION NEXTERA ENERGY, INC. ARTICLE I. Name ARTICLE II. Purpose

RESTATED ARTICLES OF INCORPORATION NEXTERA ENERGY, INC. ARTICLE I. Name ARTICLE II. Purpose RESTATED ARTICLES OF INCORPORATION OF NEXTERA ENERGY, INC. ARTICLE I Name The name of the Corporation is NextEra Energy, Inc. ARTICLE II Purpose The purpose for which the Corporation is organized is the

More information

Gazprom Open Joint Stock Company Code of Corporate Governance (Behavior)

Gazprom Open Joint Stock Company Code of Corporate Governance (Behavior) Gazprom Open Joint Stock Company Code of Corporate Governance (Behavior) Approved by the annual General Shareholders Meeting of ОАО Gazprom, minutes No. 1 dated 28 June 2002 I. General Provisions 1.1.

More information

CSX CORPORATION. Board of Directors. Corporate Governance Guidelines

CSX CORPORATION. Board of Directors. Corporate Governance Guidelines CSX CORPORATION Board of Directors Corporate Governance Guidelines The following guidelines have been adopted by the Board of Directors and, together with the charters of the standing Board committees,

More information

OPEN JOINT STOCK COMPANY LONG-DISTANCE AND INTERNATIONAL TELECOMMUNICATIONS ROSTELECOM

OPEN JOINT STOCK COMPANY LONG-DISTANCE AND INTERNATIONAL TELECOMMUNICATIONS ROSTELECOM Appendix No.4 to Item No.6 of the Agenda of OJSC Rostelecom Annual General Meeting upon the results of the year 2008 APPROVED by Annual General Shareholders Meeting of OJSC Rostelecom held on May 30, 2009

More information

Law on the Takeover of Joint Stock Companies

Law on the Takeover of Joint Stock Companies Law on the Takeover of Joint Stock Companies CONSOLIDATED TEXT Law on the Takeover of Joint Stock Companies ("Official Gazette of the Republic of Macedonia" no.4/2002, 37/2002 and 36/2007) I. GENERAL PROVISIONS

More information

SECURITIES TRADING AND INSIDER REPORTING POLICY

SECURITIES TRADING AND INSIDER REPORTING POLICY SECURITIES TRADING AND INSIDER REPORTING POLICY Securities law generally prohibits trading or dealing in the securities of a company on the basis of undisclosed material information. Anyone violating these

More information

Convenience Translation the German version is the only legally binding version. Articles of Association. Linde Aktiengesellschaft.

Convenience Translation the German version is the only legally binding version. Articles of Association. Linde Aktiengesellschaft. Convenience Translation the German version is the only legally binding version Articles of Association Linde Aktiengesellschaft Munich 9 March 2015 Page 1 of 12 I. General Rules 1. Company Name, Principal

More information

SECURITIES TRADING POLICY. SRG Limited (Company) ACN 006 413 574

SECURITIES TRADING POLICY. SRG Limited (Company) ACN 006 413 574 SECURITIES TRADING POLICY SRG Limited (Company) ACN 006 413 574 Table of contents 1 Securities Trading Policy 3 Guiding Principles... 3 Purpose & Application... 3 General Trading Restriction... 4 Inside

More information

Insider Trading Policy

Insider Trading Policy Insider Trading Policy FEBRUARY 2014 Table of Contents 1. Introduction... 2 2. Insider Trading Restrictions... 2 a) Insider Trading Restrictions... 2 b) Material Information... 3 c) Persons in Special

More information

HTC Corporation Operational Procedures for Lending Funds to Others

HTC Corporation Operational Procedures for Lending Funds to Others Approved by the Ordinary Shareholders Meeting 18 June 2010 HTC Corporation Operational Procedures for Lending Funds to Others Article 1 Purpose and basis These Operational Procedures are adopted pursuant

More information

Insider Trading and Reporting Policy Revision Date: December 1, 2008

Insider Trading and Reporting Policy Revision Date: December 1, 2008 Subject: Insider Trading and Reporting Policy Revision Date: December 1, 2008 Introduction The integrity of the Canadian capital markets is based on the principle of equal opportunity based on equal access

More information

Articles of Association Swiss Life Holding Ltd

Articles of Association Swiss Life Holding Ltd Articles of Association Swiss Life Holding Ltd (Translation of the original text in German) I. Company name, object and registered office 1. Company name, legal form Under the corporate name Swiss Life

More information

AMPLIFY SNACK BRANDS, INC. AUDIT COMMITTEE CHARTER. Adopted June 25, 2015

AMPLIFY SNACK BRANDS, INC. AUDIT COMMITTEE CHARTER. Adopted June 25, 2015 AMPLIFY SNACK BRANDS, INC. AUDIT COMMITTEE CHARTER Adopted June 25, 2015 I. General Statement of Purpose The purposes of the Audit Committee of the Board of Directors (the Audit Committee ) of Amplify

More information

Articles and Memorandum of Association - English convenience translation -

Articles and Memorandum of Association - English convenience translation - Articles and Memorandum of Association - English convenience translation - as of April 08, 2015 This is the convenience translation of the German original version of the Articles and Memorandum of Association

More information

LAW OF THE REPUBLIC OF TAJIKISTAN ON LIMITED LIABILITY COMPANIES

LAW OF THE REPUBLIC OF TAJIKISTAN ON LIMITED LIABILITY COMPANIES LAW OF THE REPUBLIC OF TAJIKISTAN ON LIMITED LIABILITY COMPANIES CHAPTER 1. GENERAL PROVISIONS CHAPTER 2. FOUNDATION OF LIMITED LIABLITY COMPANY CHAPTER 3.AUTHORIZED CAPITAL OF A COMPANY CHAPTER 4. PROPERTY

More information

RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. [As amended May 6, 2011]

RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. [As amended May 6, 2011] RESTATED CERTIFICATE OF INCORPORATION OF CITIGROUP INC. [As amended May 6, 2011] Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

More information

SEAFIELD RESOURCES LTD. (the Corporation ) Insider Trading Policy

SEAFIELD RESOURCES LTD. (the Corporation ) Insider Trading Policy SEAFIELD RESOURCES LTD. (the Corporation ) Insider Trading Policy 1. Introduction The Board of Directors of the Corporation 1 has determined that the Corporation should formalize its policy on securities

More information

1. Listed companies must have a majority of independent directors (303A.01)

1. Listed companies must have a majority of independent directors (303A.01) COMPLIANCE REPORT WITH THE FINAL CORPORATE GOVERNANCE RULES OF THE NEW YORK STOCK EXCHANGE (NYSE) AS APPROVED BY THE SECURITIES & EXCHANGE COMMISSION ON NOVEMBER 4, 2003 AS MODIFIED ON NOVEMBER 3, 2004,

More information

HGL Limited Security Trading policy

HGL Limited Security Trading policy HGL Limited Security Trading policy 1. Introduction 1.1. The ordinary shares of HGL are listed on the ASX under listing code HNG. HGL aims to achieve the highest possible standards of corporate conduct

More information

Audit Committee Internal Regulations

Audit Committee Internal Regulations Audit Committee Internal Regulations Introduction. The Audit Committee of the Board of Directors of Abengoa, S.A. (hereinafter, "Abengoa" or the "Company") is constituted pursuant to the Capital Companies

More information

Insider Trading Policy Approved by the Board of Trustees on September 17, 2015.

Insider Trading Policy Approved by the Board of Trustees on September 17, 2015. Insider Trading Policy Approved by the Board of Trustees on September 17, 2015. AUTOMOTIVE PROPERTIES REAL ESTATE INVESTMENT TRUST A. INTRODUCTION INSIDER TRADING POLICY (the Policy ) 1. This Policy applies

More information

MINOTAUR EXPLORATION LTD

MINOTAUR EXPLORATION LTD MINOTAUR EXPLORATION LTD 247 Greenhill Road, Dulwich 5065, South Australia A.C.N. 108 483 601 Tel: +61 8 8366 6000 Fax: +61 8 8366 6001 Website: www.minotaurexploration.com.au Email: admin@minotaurexploration.com.au

More information

TERMS OF REFERENCE OF THE AUDIT COMMITTEE

TERMS OF REFERENCE OF THE AUDIT COMMITTEE MODERN DENTAL GROUP LIMITED (Incorporated in the Cayman Islands with limited liability) TERMS OF REFERENCE OF THE AUDIT COMMITTEE (adopted on 25 November 2015) 1 MODERN DENTAL GROUP LIMITED Terms of Reference

More information

Report on compliance of AB S.A. with the Corporate Governance Rules

Report on compliance of AB S.A. with the Corporate Governance Rules Report on compliance of AB S.A. with the Corporate Governance Rules Contents 1. Indication of corporate governance rules applicable to AB S.A.... 3 2. Indication of corporate governance rules which have

More information

INSIDER TRADING POLICY

INSIDER TRADING POLICY 1.0 POLICY STATEMENT INSIDER TRADING POLICY This Policy provides guidelines to officers, directors and employees of Dominion Diamond Corporation (the Company ) and other insiders of the Company with respect

More information

Russia Regulation. 2.1 Type of funds. Joint stock investment funds. Mutual funds

Russia Regulation. 2.1 Type of funds. Joint stock investment funds. Mutual funds Russia Regulation FUNDS AND FUND MANAGEMENT 2010 2.1 Type of funds Current Russian legislation establishes the following investment vehicles for the Russian securities market. Joint stock investment funds

More information

R E P U B L I C O F A R M E N I A L A W

R E P U B L I C O F A R M E N I A L A W R E P U B L I C O F A R M E N I A L A W ON JOINT-STOCK COMPANIES - YEREVAN 2001-1 REPUBLIC OF ARMENIA LAW ON JOINT-STOCK COMPANIES CHAPTER I. GENERAL PROVISIONS Article 1. Objectives and Scope of Law 1.

More information

Share Trading Policy

Share Trading Policy Share Trading Policy 1. Introduction ROC is committed to best practice corporate governance in relation to the buying and selling of its own shares. This requires that ROC actively promote ethical and

More information

Equity Sponsors. Eligibility Criteria, Application Process and Other Regulations. Release 2

Equity Sponsors. Eligibility Criteria, Application Process and Other Regulations. Release 2 Equity Sponsors Eligibility Criteria, Application Process and Other Regulations Release 2 14 April 2014 1 INTRODUCTION 1.1 This paper sets out the Irish Stock Exchange s requirements for applications from

More information

KEYSIGHT TECHNOLOGIES, INC. AUDIT AND FINANCE COMMITTEE CHARTER

KEYSIGHT TECHNOLOGIES, INC. AUDIT AND FINANCE COMMITTEE CHARTER KEYSIGHT TECHNOLOGIES, INC. AUDIT AND FINANCE COMMITTEE CHARTER I. PURPOSE The Audit and Finance Committee (the Committee ) of Keysight Technologies, Inc. (the Company ) is appointed by the Board of Directors

More information

LAW OF MONGOLIA. ON SECURITIES MARKET (Revised version) CHAPTER ONE GENERAL PROVISIONS

LAW OF MONGOLIA. ON SECURITIES MARKET (Revised version) CHAPTER ONE GENERAL PROVISIONS Translated from Mongolian by KhanLex Advocates law firm Reviewed by the Financial Regulatory Commission of Mongolia LAW OF MONGOLIA May 24, 2013 City of Ulaanbaatar ON SECURITIES MARKET (Revised version)

More information

DECISION NO (94/R) OF 2005 CONCERNING THE LISTING OF DEBT SECURITIES

DECISION NO (94/R) OF 2005 CONCERNING THE LISTING OF DEBT SECURITIES DECISION NO (94/R) OF 2005 CONCERNING THE LISTING OF DEBT SECURITIES The Chairman of the Board of Directors of the Stocks and Commodities Authority has, After pursuing the provisions of Federal Law No.

More information

MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines

MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines A. ROLE AND RESPONSIBILITY OF THE BOARD The Board of Directors (the "Board") primary responsibility is to foster Mondelēz International Inc.

More information

SHARE TRADING POLICY

SHARE TRADING POLICY SHARE TRADING POLICY 24 th June 2015 1. Introduction Fatfish Internet Group Limited (Fatfish) is committed to best practice corporate governance in relation to the buying and selling of its own shares.

More information

Authors: Tunç Lokmanhekim, Nazlı Nil Yukaruç and Çağla Yazdıç, ELIG, Attorneys-at-Law

Authors: Tunç Lokmanhekim, Nazlı Nil Yukaruç and Çağla Yazdıç, ELIG, Attorneys-at-Law Corporate Governance Tips for Mergers & Acquisitions Authors: Tunç Lokmanhekim, Nazlı Nil Yukaruç and Çağla Yazdıç, ELIG, Attorneys-at-Law I. Introduction This article is prepared for demonstrating the

More information

CMVM Regulation No. 4/2013 Corporate Governance

CMVM Regulation No. 4/2013 Corporate Governance CMVM Regulation No. 4/2013 Corporate Governance The Portuguese corporate governance framework is at present predominantly structured according to a model based on the CMVM regulation imposing on issuers

More information

LOOKSMART, LTD. CORPORATE GOVERNANCE GUIDELINES

LOOKSMART, LTD. CORPORATE GOVERNANCE GUIDELINES LOOKSMART, LTD. CORPORATE GOVERNANCE GUIDELINES As ratified on 10/18/10 The board has developed corporate governance practices to help fulfill its responsibility to the shareholders. These practices are

More information

United Microelectronics Corporation Loan Procedure

United Microelectronics Corporation Loan Procedure United Microelectronics Corporation Loan Procedure Article 1: Basis: Procedure for acquisition or disposal of assets ( Procedure ) is made pursuant to Article 36-1 of Securities Exchange Act and Criteria

More information

Audit Committee Charter

Audit Committee Charter Audit Committee Charter Role The Audit Committee of the Board of Directors assists the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting,

More information

Colour Life Services Group Co., Limited 彩 生 活 服 務 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1778)

Colour Life Services Group Co., Limited 彩 生 活 服 務 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1778) 1. Members Colour Life Services Group Co., Limited 彩 生 活 服 務 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1778) Audit Committee Terms of Reference 1.1 The audit

More information

Employee Securities Trading Policy

Employee Securities Trading Policy Employee Securities Trading Policy Regional Express Holdings Limited 1. Application This policy relates to trading in Regional Express Holdings Limited shares and related securities. In this policy: Shares

More information

Policy on Related Party Transactions. AstraZeneca Pharma India Limited

Policy on Related Party Transactions. AstraZeneca Pharma India Limited Policy on Related Party Transactions Contents Title Page # 1 Background 3 1.1 Related Party Transactions 3 1.2 Requirement of formulating a policy 3 2 Part I of the policy document 2.1 What is a related

More information

PURPOSE OF THIS POLICY

PURPOSE OF THIS POLICY BACKGROUND Transfield Services Limited (Transfield Services) is a public company, whose shares are listed on the Australian Securities Exchange (ASX). Transfield Services is committed to responsible corporate

More information

FREQUENTLY ASKED QUESTIONS ABOUT FORM 8- K

FREQUENTLY ASKED QUESTIONS ABOUT FORM 8- K FREQUENTLY ASKED QUESTIONS ABOUT FORM 8- K General Description and Summary of 8-K Items What is Form 8-K? Form 8-K is the form on which public companies report, on a current basis, the occurrence of significant

More information

DRAFT TEMPLATE FOR DISCUSSION CORPORATE GOVERNANCE COMPLIANCE STATEMENT

DRAFT TEMPLATE FOR DISCUSSION CORPORATE GOVERNANCE COMPLIANCE STATEMENT DRAFT TEMPLATE FOR DISCUSSION CORPORATE GOVERNANCE COMPLIANCE STATEMENT This template is designed for those companies wishing to report on their compliance with the Code of Corporate Governance of the

More information

SHARE TRADING POLICY Asciano Limited

SHARE TRADING POLICY Asciano Limited SHARE TRADING POLICY Asciano Limited ABN 26 123 652 862 UPDATES 4 June 2007 Adopted by the Board 22 July 2008 Reviewed and minor amendments made 22 September 2009 Reviewed and minor amendments made 25

More information

CHAPTER II COMMON CONDITIONS FOR PUBLIC ISSUES AND RIGHTS ISSUES

CHAPTER II COMMON CONDITIONS FOR PUBLIC ISSUES AND RIGHTS ISSUES CHAPTER II COMMON CONDITIONS FOR PUBLIC ISSUES AND RIGHTS ISSUES General conditions. 4. (1) Any issuer offering specified securities through a public issue or rights issue shall satisfy the conditions

More information

List of information categorised as inside information of Open Joint-Stock Company Sistema Joint-Stock Financial Corporation 1

List of information categorised as inside information of Open Joint-Stock Company Sistema Joint-Stock Financial Corporation 1 List of information categorised as inside information of Open Joint-Stock Company Sistema Joint-Stock Financial Corporation 1 The inside information of Open Joint-Stock Company Sistema Joint-Stock Financial

More information

ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY

ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY 1. Introduction and Purpose ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY Almonty Industries Inc. (the Corporation ) is a Canadian company, it is a reporting issuer in Canada and its securities are listed

More information

CHINA CITY INFRASTRUCTURE GROUP LIMITED 中 國 城 市 基 礎 設 施 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability)

CHINA CITY INFRASTRUCTURE GROUP LIMITED 中 國 城 市 基 礎 設 施 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) CHINA CITY INFRASTRUCTURE GROUP LIMITED 中 國 城 市 基 礎 設 施 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) TERMS OF REFERENCE FOR THE AUDIT COMMITTEE - 1 - Definitions 1. For the purposed

More information

AUNDE INDIA LIMITED POLICY FOR DETERMINATION OF MATERIALITY FOR DISCLOSURES

AUNDE INDIA LIMITED POLICY FOR DETERMINATION OF MATERIALITY FOR DISCLOSURES AUNDE INDIA LIMITED POLICY FOR DETERMINATION OF MATERIALITY FOR DISCLOSURES 1. BACKGROUND The Securities and Exchange Board of India ( SEBI ), vide its Notification dated September 2, 2015, issued the

More information

BOARD CHARTER. Its objectives are to: provide strategic guidance for the Company and effective oversight of management;

BOARD CHARTER. Its objectives are to: provide strategic guidance for the Company and effective oversight of management; BOARD CHARTER Objectives The Board is ultimately responsible for the oversight and review of the management, operations and overall corporate governance of the Company. Its objectives are to: provide strategic

More information

FIFTH RESTATED CERTIFICATE OF INCORPORATION OF THE CHARLES SCHWAB CORPORATION (Effective May 7, 2001)

FIFTH RESTATED CERTIFICATE OF INCORPORATION OF THE CHARLES SCHWAB CORPORATION (Effective May 7, 2001) FIFTH RESTATED CERTIFICATE OF INCORPORATION OF THE CHARLES SCHWAB CORPORATION (Effective May 7, 2001) (Originally incorporated on November 25, 1986, under the name CL Acquisition Corporation) FIRST. The

More information

AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of December 9, 2013

AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of December 9, 2013 I. Purpose of Guidelines AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES As amended by the Board of Directors as of December 9, 2013 These corporate governance guidelines are intended to set a proper

More information

Hong Kong 2013 CFA INSTITUTE 55. Level of Practice Adoption, Exceptions to Usual Practice, and Trends (if any) Current Standard or Usual Practice 38%

Hong Kong 2013 CFA INSTITUTE 55. Level of Practice Adoption, Exceptions to Usual Practice, and Trends (if any) Current Standard or Usual Practice 38% Hong Kong Summary of Current Shareowner Rights Percentages cited reflect information gathered by GMI Ratings about 76 companies in Hong Kong as of 31 August 2012. Shareowners in the Hong Kong market generally

More information

Investment Property and the Right of Ownership

Investment Property and the Right of Ownership Adopted on 22.12. 2010 THE LAW OF THE REPUBLIC OF ARMENIA ON INVESTMENT FUNDS The purpose of this Law is to protect the interests of investors and ensure that a proper collective investment scheme is developed,

More information

INSIDER TRADING AND BLACKOUT POLICY

INSIDER TRADING AND BLACKOUT POLICY HUMAN RESOURCES POLICY Policy Number RH-GEN.10 Date issued 2005-09-08 Date updated Approved at July 30, 2014 meeting of the Board of Directors Issued by Human Resources Department Approved by Management

More information

Corporate Governance. www.sinopec.com. Corporate Governance Fact Sheet

Corporate Governance. www.sinopec.com. Corporate Governance Fact Sheet Corporate Governance Corporate Governance Fact Sheet Board of Directors Responsibilities and Liability Composition Meetings of the Board of Directors Board Committees Supervisory Committee Role and Responsibilities

More information

This statement sets out the policy of Amcor Limited ( Amcor ) for trading in Securities of Amcor. It applies to:

This statement sets out the policy of Amcor Limited ( Amcor ) for trading in Securities of Amcor. It applies to: Share Trading Policy SHARE TRADING POLICY Trading in securities of Amcor Limited 1. Overview and Definitions This statement sets out the policy of Amcor Limited ( Amcor ) for trading in Securities of Amcor.

More information

GB MINERALS LTD INSIDER TRADING POLICY

GB MINERALS LTD INSIDER TRADING POLICY GB MINERALS LTD INSIDER TRADING POLICY (as approved by the Board of Directors in May 2014) - 2 - Contents 1. POLICY STATEMENT... 3 2. PERSONS AND SECURITIES COVERED BY THIS POLICY... 3 3. MATERIAL NON-PUBLIC

More information

Chapter 14 EQUITY SECURITIES NOTIFIABLE TRANSACTIONS. Preliminary

Chapter 14 EQUITY SECURITIES NOTIFIABLE TRANSACTIONS. Preliminary Chapter 14 EQUITY SECURITIES NOTIFIABLE TRANSACTIONS Preliminary 14.01 This Chapter deals with certain transactions, principally acquisitions and disposals, by a listed issuer. It describes how they are

More information

Nexteer Automotive Group Limited

Nexteer Automotive Group Limited Nexteer Automotive Group Limited (Incorporated under the laws of the Cayman Islands with limited liability) (Stock Code: 1316) Terms of Reference for the Audit and Compliance Committee of Nexteer Automotive

More information