ARMENIA Law and Practice Contributed by: Hayk Hovhannisyan and Suren Sloyan, HAP
• the sole written decision of the founder if a legal entity is founded by one person; • the name of the legal entity and the state registration number, if a legal entity is present among the founders of the entity. In addi - tion to the other documents provided, it is also necessary to submit the decision of the authorised body for the management of the founding legal entity and information about the founding legal entity; and • if the founder of a legal entity established by way of establishment is a foreign legal entity, then for state registration, in addition to the other documents provided, an extract from the commercial register of that country or another similar document confirming the legal status of the foreign legal entity and its constituent documents (or corresponding extracts), certified and translated into Arme - nian, will also need to be submitted. If the founder of a legal entity established through the establishment is a foreign individual, then for state registration, in addition to the other documents provided, a certified and trans - lated into Armenian copy of the passport or other identity document of the person must be submitted. These documents are available to the public and are posted in the electronic system of the State Register of Legal Entities of the Ministry of Justice. If the documents are not submitted properly, the company will not be registered. 7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors An audit committee attached to the board is formed in an OJSC and the audit committee is
composed exclusively of board members. At least one of the members of the audit committee must be an independent member of the board. A person who is involved in the management of the current activities of the company and its affiliated person(s) may not be a member of the audit committee. The chairman of the audit committee will be elected by the board and will be an independent member of the board. The positions of chairman of the board and chairman of the audit commit - tee may not be combined. The audit committee: • carries out control (verification) of the process of ensuring the reliability of the company’s financial statements and official statements on the financial results of the company’s activities; • carries out analysis of the company’s quarter - ly and annual reports and submits proposals to the board for their approval; • carries out an audit of the company’s internal control function, including risk management, systems for compliance with applicable laws, legal acts and other requirements; • presents recommendations to the board on the selection criteria, remuneration and other significant conditions of the company’s exter - nal auditor; • carries out monitoring and analysis of the independence, objectivity and effectiveness of the company’s external auditor; • meets with the external auditor at least once a year; • analyses the reports of the company’s exter - nal auditor and provides relevant information to the board;
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