Common use of Financial Controller Clause in Contracts

Financial Controller. (a) Purchaser Shareholder shall be entitled to propose to the Board the candidate for appointment as the Financial Controller of the Group (the “Financial Controller”) (including, for the avoidance of doubt, any candidate to fill any subsequent vacancy in such office, however arising); provided that the appointment of the Financial Controller shall be subject to the final approval of the CEO, not to be unreasonably withheld, delayed or conditioned. (b) The duties and responsibilities of the Financial Controller shall be those customarily performed by such an officer, it being understood that the CEO shall have direct responsibility for communications with the Russian authorities with respect to accounting and taxation matters and relationships with Russian banks, the Financial Controller being nevertheless kept fully informed by the CEO on all these matters. (c) The CEO shall ensure that the Financial Controller has full and unrestricted access to all financial, tax and accounting records of the Company and the Group, and to the extent permitted by the Joint Venture Agreement, all such records of the Joint Venture, all on a permanent basis. (d) The Financial Controller shall report to the CEO; provided that, to the extent permitted by applicable Requirements of Law, for purposes of ensuring CEDC’s compliance with its reporting obligations under applicable Requirements of Law, including, without limitation, the requirements of the Securities Exchange Act, CEDC may communicate directly with, and request information directly from, the Financial Controller; provided, further, that the CEO is copied on all such written communication (or furnished with a full, fair and accurate summary of any oral communications) and any responses thereto. The Parties agree that the Financial Controller, and not the CEO or the New Management Co, shall be responsible for ensuring that information is timely reported according to CEDC’s reporting standards, but this shall not relieve the CEO or New Management Co from preparing and maintaining accounting records for the Company and the Group, or from providing the Financial Controller full access to such records. (e) Except as otherwise agreed by the CEO and the Purchaser Shareholder, and subject to Requirements of Law, the employment of the Financial Controller may only be terminated for Cause.