AGENCY AGREEMENT
Xxxxxx
Xxxxx
1
Entered
into by and between
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name:
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Vidatech
Technológiai Kutató, Fejlesztő és Szolgáltató
Kft.
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head
office:
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X-0000
Xxxxxxxx, Soroksári út 94-96.
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company
registration No.:
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00-00-000000
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tax
No.:
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00000000-2-43
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bank
account No.:
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00000000-00000000-01000003
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represented
by:
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Viktor
Rozsnyay
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as
Principal (hereinafter: „Principal”), on the
one hand,
and
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name:
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RIBZ
Plus Tanácsadó Kft.
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head
office:
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0000
Xxxxxxxx, Xxxxx krt. 22.
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company
registration No.:
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00-00-000000
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tax
No.:
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00000000-2-42
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bank
account No.:
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00000000-00000000-62070000
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as
Agent (hereinafter: „Agent”), on the other
hand, (referred to hereinafter collectively as „Contracting
Parties”)
at
the
place and date stated below, under the following terms and
conditions:
§
1
JOB
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1.1.
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The
Principal employs the Agent as Finance Manager / Chief Financial
Officer.
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1.2.
The Principal entrusts the Agent, with the contents and under the
conditions set forth in this Agreement, with the performance of
the tasks
set forth in this Agreement and the Agent declares that it accepts
the
agency and will perform the tasks set forth in this Agreement at
a high
standard expectable of it.
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1.3.
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The
Agent will execute the task set forth in Clause 1.1 with the personal
contribution of XXXXX Xxxxxx.
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1.4.
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The
Agent declares that both the company and the person appointed for
the
fulfilment of the agency have all capabilities and experience necessary
for the performance of the tasks expected of them by the Principal
with
regard to the subject-matter of this
Agreement.
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1.5.
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The
activity of the Agent includes particularly the fulfilment of the
following tasks:
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Performance
of data supply tasks relating to the activity of the business association,
performance of controlling and evaluation
tasks.
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The
detailed description of the tasks belonging to the job of the Agent
is
contained in the Job Description attached to this Agreement. The
Job
Description forms the inseparable part of this Agreement (Annex
No. 1).
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1.6.
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Over
and above the sphere of cooperation set forth in Clause 1.1 both
the
Principal and the Agent may act freely, independently of each other,
but
their market activities shall be led by loyalty towards each other,
complying with the ethical norms of the
profession.
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§
2
TERM
OF THE AGREEMENT
2.1.
The Contracting Parties conclude the agency for an indefinite period of
time.
2.2.
The commencement of the agency is the commencement of the activity of the
Agent,
i.e.:
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·
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24
October 2007
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2
§
3
REMUNERATION
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3.1.
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HUF
20,000 + VAT / hour, say Twenty thousand Forints + VAT / hour,
monthly
settlement of accounts on the basis of appropriated
hours.
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The
fee
includes the direct costs of the Agent.
The
Agent
is entitled to cost refund in connection with the performance of the agency,
over and above the fee of agency.
The
Principal shall pay the fee within 10 days reckoned from the receipt by the
Principal of an invoice, submitted on the basis of settlement of accounts
approved after the performance of the task.
§
4
PLACE
OF THE PERFORMANCE OF WORK
The
Agent
may perform the work at a place other than the head office of the Principal.
The
Agent agrees that, according to the characteristics of the job, it shall
also
perform work at head office of the Principal.
§
5
TERMINATION
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●
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by
both parties, by a 30-day written
notice
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●
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with
common consent
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The
Agent
agrees to return to the company all documents relating to the agency, taken
over
or handled by it or by the person appointed to the fulfilment of the agency
and
to hand over to the eventual recipient the information relating to the
performance of its tasks at the day of the termination of the
agency.
§
6
EXERCISE
OF AGENT’S RIGHTS
The
assignment of agent’s rights is not allowed.
§
7
CONFIDENTIALITY
The
Agent
shall keep the business secrets becoming known to it during the term of or
in
connection with the agency without any limitation in time. All
facts, data, information or solutions related to the economic activity of
the
Principal shall qualify as business secret, the confidentiality of which
is in
the economic or other interests to be appreciated of the Principal. The
Agent
acknowledges that the violation of its aforementioned obligation may serve
as
basis for its civil law or penal law responsibility, over and above the agency
agreement.
§
8
APPLICABLE
LAW
In
the
issues not regulated in this Agreement the provisions of the Civil Code,
as well
as of other Hungarian legal rules in force from time to time shall be
governing.
§
9
INVALID
PROVISIONS
If
any
provision of this Agreement is or becomes invalid, this shall not affect
the
validity of the other provisions, save for the case, if the Contracting Parties
had not entered into the Agreement without such invalid provision. In the
event
of partial invalidity the statutory provisions relating to contracts of agency
shall be applicable mutatis mutandis.
3
§
10
AMENDMENT
to the Agency Agreement
The
amendment to this Agreement is only valid in writing. Oral agreements are
invalid.
§
11
GENERAL
PROVISIONS
11.1.
This Agreement was prepared in 2 counterparts. Annex No. 1 to the Agreement
forms the inseparable part of the Agreement.
11.2.
This Agreement was prepared in the Hungarian language. Hungarian is the
governing language of the Agreement.
Budapest,
24 October 2007
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/s/
Xxxxxx Xxxxx
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/s/
Viktor Rozsnyay
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Agent
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President
& CEO
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Power
of the Dream Ventures, Inc.
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4
Annex
No.
1
Finance
Manager / Chief Financial Officer
JOB
DESCRIPTION
5
Job
Description
Name:
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·
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XXXXX
Xxxxxx
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Job:
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·
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Finance
Manager / Chief Financial Officer
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Direct
superior:
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·
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President
& CEO / Vice President &
Secretary
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Direct
subordinate:
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·
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Chief
Accountant
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·
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Chief
accountants of affiliates
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Her
managerial tasks:
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·
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Perform
the supervision of the economic branches of the group of
companies.
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·
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Enforce
the objectives and plan tasks, relating to the economic branch,
of the
Company.
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·
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Perform
the aim-setting, planning, organisational, managing, controlling
and
evaluation tasks related to the activity of the economic
branch.
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·
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Secure
the work conditions and operation of the economic branch, develop
an
operational information system.
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·
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Draft,
systematise and hand out the tasks.
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·
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Manage
the (financial and workforce) resources of the economic
branch.
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·
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Determine
jobs, elaborate headcount
standards.
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·
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Develop
the division of work best suitable for the fulfilment of tasks,
harmonise
part tasks, regulate the
operations.
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·
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Elaborate
the incentive system of the economic
branch.
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·
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Reveal
the operational deficiencies of the economic branch, improve the
working
method, secure the ability of
development.
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·
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Execute
the tasks, relating to the economic field, of the Company’s human
policy.
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·
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Evaluate
the work of the subordinates.
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·
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Develop
her qualifications and management
methods.
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6
Her
professional tasks:
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·
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The
Finance Manager checks the economic, financial, accounting and
HR work of
the Company
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·
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Promote
the economical operation of the Company and the efficient utilisation
of
the assets thereof, create the conditions necessary for
it.
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·
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Elaborate
the planning and checking system of the Group, evaluate the operations
and
improve them on a continuous basis.
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·
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Responsible
for the integrity of accountancy regulations and check the observation
and
application thereof.
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·
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Responsible
for the application and causing to observe the Accounting Policy
of the
company.
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·
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Participate
in the development of various reports, system of accounts and chart
of
accounts.
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·
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Organise
the monthly and quarterly US
closings.
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·
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Organise
the annual Hungarian closing.
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·
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Organise
and execute the annual audit within the
Group.
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·
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Contact
person for the management of the company in taxation and accounting
issues.
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·
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Responsible
for checking the cash in hand and bank
booking.
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·
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Responsible
for the development, introduction of and causing to observe the
unified
Money Handling Regulations.
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·
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Responsible
for checking the preparation of monthly tax
returns.
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·
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Responsible
for the minimisation of taxation problems by revealing the deficiencies,
strive for the elimination of such
deficiencies.
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·
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Responsible
for the performance of consolidation at the level of PDV both towards
the
owner and the SEC.
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·
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Responsible
for the preparation of the quarterly reports of the companies according
to
the international rules and for the conduction of the relevant
audit.
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·
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Responsible
for the application and observation of the US GAAP Accounting Policies
of
the companies.
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·
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Responsible
for the preparation of the Balance Sheet, Profit and Loss Account
and Cash
Flow Statement according to the international rules. Also the preparation
of the Complementary Annex [Notes] belongs to her
responsibility.
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·
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Manage
the planning activity, prepare business
plans.
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·
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Monitor
and evaluate the fulfilment of the
plans.
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·
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Prepare
evaluation on the economic efficiency of the totality of the group
of
companies and of the individual business
fields.
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·
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Organise,
manage and control the economic, financial, accounting and labour
law
activities of the group of
companies.
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·
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Develop
the accounting information system of the group of companies, supervision
of compliance with discipline regarding the handling of accounting
certificates and vouchers.
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·
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Prepare
the annual accounts, compiling the business report for the members’
meeting.
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·
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Participate
in the elaboration of development
objectives.
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·
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Ensure
steadily the financial balance of the Group, prepare liquidity
plans,
monitor and evaluate the
implementation.
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·
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Organise
and control the cash flow, arrange bank and credit
matters.
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·
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Manage
the performance of obligations towards the state budget and the
procedures
of tax return, tax payment and tax
reclaiming.
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·
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Control
the cost management, elaborate a cost accounting
system.
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·
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Provide
for the collection of customer receivables and for the fulfilment
of
suppliers’ payables.
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·
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Provide
for the adaptation to the group of companies of the Labour Code
and other
labour law provisions and for the fulfilment of the relevant
tasks.
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She
decides on:
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·
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The
development and regulation of the economic, financial, accounting
and HR
processes, as well as the information system of the group of
companies.
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·
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Collecting
customer debts.
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·
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Execution
tasks of the financial field.
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·
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The
matters of corporate signature referred to her
competence.
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·
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The
employer’s rights referred to her
competence.
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7
She
prepares decisions on:
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·
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Granting
and withdrawal of the right of
remittance.
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·
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The
annual business plan of the Group.
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·
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The
incentive system of the Company.
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·
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Concluding
contracts.
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·
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Raising
credits.
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She
is responsible for the following:
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·
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Observation
of and causing to observe the provisions regulating the tasks and
operations of the economic branch
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·
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Observation
of and causing to observe the work discipline, discipline regarding
the
handling of accounting certificates and vouchers and the deadlines
of the
performance of tasks.
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·
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Workmanlike
fulfilment of and causing to fulfil the work task, genuineness
and
accuracy of information supplies.
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·
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Causing
the employees to understand, observe and execute the laws, other
legal
rules and internal regulations relating to her special
field.
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·
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Success
of the work of the economic branch, high-standard and effective
fulfilment
of the tasks referred to the scope of
activities.
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·
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Ensuring
cooperation among the organisational units subject to her
management.
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·
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Enforcement
of the interests of the company.
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·
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Keeping
and causing to keep the business secret, observation of security
measures.
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·
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Efficient
contribution to the preservation and increasing of the assets of
the
company.
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·
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Professional
aptitude and development of the employees subject to her
management.
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·
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Good
workplace atmosphere.
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She
maintains work relations with:
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·
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the
Managing Director,
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·
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the
managers of the other organisational units of the group of
companies,
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·
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the
employees of the organisational unit headed by
her,
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·
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the
tax authority,
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·
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social
security organs,
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·
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banks,
financial institutions,
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·
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financial
organisations serving the interests of
owners.
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Substitution:
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·
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In
the event of her absence or incapacitation primarily the Chief
Accounting
Officer
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·
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In
case of substitution further limitation of
competence:
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o
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In
development issues
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o
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In
the exercise of employer’s rights
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Legal
rules and prescriptions:
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·
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Accounting
Act and other legal rules relating to
accounting.
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·
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Laws
and legal rules relating to
taxation.
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·
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Financial
laws and other legal rules.
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·
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The
Labour Code and other legal rules relating to HR and social
security.
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·
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Prescriptions
of the Central Office of
Statistics.
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·
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Organisational
and operational regulations.
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·
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Job
descriptions and internal regulations relating to her work
field.
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8
Requirements
related to filling the position:
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·
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University
or college degree in economics or accountancy and
finance,
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·
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at
least 5 years of managerial
experience,
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·
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Certificate
of clean criminal record.
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Date
of
entry into force: 24 October 2007
Budapest,
24 October 2007
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Acknowledged
by:
|
Approved
by:
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|
/s/
Xxxxxx Xxxxx
|
/s/
Viktor Rozsnyay
|
|
Agent
|
President
& CEO
|
|
Power
of the Dream Ventures, Inc.
|
9
