Who manages the joint-stock company. Management bodies of the joint-stock company

c) election and recall of members of the board of the joint-stock company (supervisory board);

d) election and recall of members of the executive body and the audit commission;

e) approval of the annual results of the activities of the joint-stock company, including its branches, approval of reports and conclusions of the audit commission, the procedure for distributing profits, determining the procedure for covering losses;

f) creation, reorganization and liquidation of branches and representative offices, approval of regulations (charters) on them;

g) making decisions on bringing to property liability of the company's officials;

h) approval of the rules of procedure and other internal documents of the company, determination organizational structure society;

i) resolving the issue of acquisition by the joint-stock company of shares issued by it;

j) determination of the terms of remuneration for the work of officials of the joint-stock company, its branches and representative offices;

k) approval of contracts concluded for an amount in excess of that specified in the charter of the company;

l) making a decision to terminate the activities of the company, appointing a liquidation commission, approving the liquidation balance sheet.

The charter of the company may include other issues within the exclusive competence of the general meeting.

The general meeting is recognized as competent if it is attended by shareholders who, in accordance with the charter of the company, have more than 60 percent of the votes.

50. To resolve the following issues by the general meeting of shareholders, a 3/4 majority of the votes of the shareholders participating in the meeting is required:

a) changing the charter of the company;

b) making a decision to terminate the activities of the company;

c) creation and termination of activities of branches.

On all other issues, decisions are made by a simple majority of votes of the shareholders participating in the meeting.

51. Owners of registered shares are notified personally about the holding of the general meeting. In addition, a general notice must be made in the manner provided for in the articles of association about the upcoming meeting, indicating the time and place of the meeting and the agenda. The notice must be made at least 45 days prior to the convening of the general meeting.

Any of the shareholders has the right to make their proposals on the agenda of the general meeting no later than 40 days before the convening of the general meeting. Within the same period, shareholders holding in aggregate more than 10 percent of the votes may demand that issues be included in the agenda.

The General Meeting is not entitled to make decisions on issues not included in the agenda.

Shareholders may, on the basis of a power of attorney, entrust the exercise of their rights at the general meeting to other shareholders (their representatives), as well as to third parties.

Representatives may be permanent or appointed for a fixed term. The shareholder has the right to replace his representative in the supreme body at any time by informing the executive body of the joint-stock company.

53. The general meeting of shareholders is convened at least once a year, unless otherwise provided by the charter of the company.

Extraordinary meetings are convened by the executive body in the presence of the circumstances specified in the charter of the company, as well as in any other case if the interests of the joint-stock company as a whole require it.

The meeting must also be convened by the executive body at the request of the supervisory board or the audit commission.

Shareholders holding in aggregate more than 20 percent of the votes have the right to demand the convening of an extraordinary meeting at any time and for any reason. If within 20 days the board has not complied with the specified requirement, they have the right to convene a meeting themselves.

54. A board of the joint stock company (supervisory board) is established in a joint stock company to exercise control over the activities of its executive body. The Supervisory Board may include representatives of the labor collective, trade unions and other public organizations.

The charter of a joint-stock company or by decision of the general meeting of shareholders may entrust the board of the joint-stock company (supervisory board) with the performance of certain functions that fall within the competence of the general meeting.

Members of the board of a joint-stock company (supervisory board) cannot be members of the executive body.

55. The executive body of a joint stock company, which manages its current activities, is the board or other body provided for by the charter. The work of the board is managed by the chairman of the board, appointed or elected in accordance with the charter of the joint-stock company.

The Board resolves all issues related to the activities of the joint-stock company, except for those that fall within the exclusive competence of the general meeting and the board of the joint-stock company (supervisory board). The General Meeting may decide to transfer part of its rights to the competence of the Board.

The Management Board is accountable to the General Meeting of Shareholders and the Supervisory Board and organizes the implementation of their decisions.

The Board acts on behalf of the joint-stock company within the limits provided for by these Regulations and the charter of the joint-stock company.

56. The chairman of the board of a joint-stock company has the right to carry out actions on behalf of the company without a power of attorney. Other members of the board may also be granted this right in accordance with the articles of association.

The chairman of the board of the company organizes the keeping of the minutes. The protocol book must be made available to the participants at any time. At their request, certified extracts from the protocol book are issued.

57. Control over the financial and economic activities of the board of a joint-stock company is carried out by an audit commission elected from among the shareholders and representatives of the company's labor collective. The number of members of the audit commission is determined by the charter. The procedure for the activities of the audit commission is approved by the general meeting of shareholders.

Financial checks - economic activity The boards of directors are held by the audit commission on behalf of the general meeting, the board of the joint-stock company (supervisory board), on its own initiative or at the request of shareholders holding in aggregate more than 10 percent of the votes. The audit commission of the joint-stock company must be provided with all materials, accounting or other documents and personal explanations of officials at its request.

The audit commission reports on the results of its inspections to the general meeting of the joint-stock company or the board of the joint-stock company (supervisory board). Members of the audit commission have the right to participate with an advisory vote in meetings of the board.

The Audit Commission draws up an opinion on annual reports and balance sheets. The General Meeting of Shareholders is not entitled to approve the balance sheet without the opinion of the Audit Commission.

The audit commission is obliged to demand an extraordinary convocation of the general meeting of shareholders in the event of a threat to the significant interests of the joint-stock company or revealing abuses committed by officials.

Particular attention in modern legal and economic theory and practice is attracted by chapter 7 federal law"On Joint Stock Companies". When analyzing this chapter of the law, it becomes necessary to note the main innovations present in it. It is they who, as experience shows, have very significantly changed, transformed, enriched our lives, especially when many millions of Russian citizens fall into the sphere of interests of joint-stock companies. This is due to the fact that in Russia out of 2.6 million legal entities more than half are in the form of a joint-stock company.

The problem of the will formation and will of joint-stock companies is not only theoretical, but also of great practical importance, although it remains largely aloof from scientific research. To consider it, it is necessary to investigate the human substratum of joint-stock companies and its activities, which have legal significance, and, therefore, are composed of legal actions.

The rights of a joint-stock company belong to itself and do not belong to the people who make up its human substratum. The rights of a joint-stock company are undoubtedly established for the sake of the people and intended to serve their interests. However, the bearers of the rights of the interests of the joint-stock company, which it is called upon to serve, are not in all cases precisely the participants in its human substratum.

The main task of the institute of a joint-stock company is to create a subject of rights and obligations that exists and acts regardless of the change in its human substratum. This is an important property of a joint-stock company. The further the process of separating the joint-stock company and its property from the people included in it, the more perfect the joint-stock company, the more stable its service to the goal set for it - making profit.

The activity of a joint-stock company is the activity of its collective in the broadest sense. This team must be properly organized for certain activities on the basis of the charter. However, it should be appropriately headed by the governing body.

In accordance with the requirement of the Civil Code of the Russian Federation and the Federal Law "On Joint Stock Companies", the structure of the bodies of a joint stock company in the system of its organizational relations, as a general rule, is as follows:

General Meeting of Shareholders;

Board of Directors (Supervisory Board), which is mandatory created in a company with more than 50 shareholders;

The executive body of the company (sole or collegiate).

The general meeting and the board of directors (supervisory board) are the will-forming elements of management and the formation of the internal will of the joint-stock company.

The norms of the JSC Law, which determine the procedure for convening a general meeting, the participation of shareholders in its work, the competence of the meeting and the decision-making procedure, allow this body to function normally and fulfill all the duties assigned to it.

The General Meeting can consider and make decisions only on those issues that are assigned by the JSC Law to its competence, and the list of these issues cannot be expanded at the discretion of the shareholders themselves. Moreover, it is imperatively established that the meeting of shareholders is not entitled to consider and make decisions on issues that are not within its competence (Article 48 of the JSC Law).

Russian legislation distinguishes between two types of general meetings: regular (annual) and extraordinary (extraordinary).

The terms and form of the annual meeting, as well as the issues on the agenda of the annual meeting are determined by Art. 47 of the JSC Law.

The annual general meeting of shareholders must be held not earlier than two months and not later than six months after the end of the financial year of the company, i.e. not earlier than March 1 and not later than June 30 of the year following the reporting year. The specific date for holding the annual general meeting may be established by the articles of association.

At the annual general meeting of shareholders in accordance with paragraph 1 of Art. 47 of the JSC Law, issues are resolved on the election of the board of directors (supervisory board), the audit commission (auditor), approval of the auditor, approval of annual reports, balance sheets, profit and loss account of the company, distribution of its profits and losses. The agenda determined by the legislation is of a general advisory nature, since the annual meeting has the right to consider and make decisions on other issues as well. At the same time, some issues submitted to the ordinary meeting of shareholders may also be considered at an extraordinary meeting (election of the board of directors and approval of the auditor).

According to Art. 47 of the JSC Law, all general meetings of shareholders held in addition to the annual meeting are extraordinary (extraordinary). The peculiarity of convening and holding such a meeting is that an extraordinary meeting can be convened not only by the company's board of directors, but also by the audit commission (auditor), the company's auditor, as well as a shareholder or shareholders who own at least 10% of voting shares as of the date making a request for convocation. An application to convene an extraordinary meeting, which comes from a shareholder (shareholders), must contain an indication of the number and categories (types) of shares owned by him to justify the right to convene an extraordinary general meeting (clause 3, article 55 of the JSC Law). At the same time, the board of directors is not entitled to change the form of the meeting, including the agenda, if such is indicated by the initiators in the application for convening the general meeting.

The most important stage in the preparation of the general meeting of shareholders of the company is the definition of its agenda. All shareholders who in the aggregate own at least 2% of voting shares are entitled to participate in the formation of the agenda of the annual meeting (Article 53 of the JSC Law).

The Board of Directors, based on the proposals made by the shareholders, approves the agenda of the general meeting. The approved agenda of the meeting cannot be changed either by the shareholders, or by the board of directors itself, or by the general meeting of shareholders during the meeting or when the meeting is postponed (Art. 49 and Art. 53 of the JSC Law).

The right to participate in the general meeting of shareholders is granted to all shareholders of the company who have registered in the register of shareholders on a certain date established by the board of directors of the company (Article 51 of the JSC Law). At the same time, in accordance with the JSC Law, the date of compiling the list of shareholders entitled to participate in the general meeting cannot be set earlier than the date of the decision to hold the general meeting of shareholders and more than 50 days before the date of the meeting, and in some cases - more than 65 days before the date of the general meeting of shareholders.

The JSC Law provides for two forms of holding a meeting: by the joint presence of shareholders at a general meeting, decisions at which are made by in-person voting, or by absentee voting, i.e. without the joint presence of shareholders, the Law also allows holding a general meeting in mixed form.

The annual general meeting of shareholders can be held only in person or mixed form (paragraph 2, clause 1, article 50 of the JSC Law), and an extraordinary meeting - in any form. The procedure for holding a general meeting of shareholders and making decisions by it is established by the charter or internal document of the company, approved by the decision of the general meeting (clause 5, article 49 of the JSC Law).

The general provision of the Law on JSC (Article 58) determines that the general meeting of shareholders is considered eligible (has a quorum) if at the time of the end of registration for participation in the meeting, shareholders (their representatives) who in total have more than half of the votes of the outstanding voting shares have registered to participate in the meeting society.

Issues on the agenda of the meeting of shareholders are usually considered according to the following scheme: the chairman of the meeting announces the consideration of issues; the speaker is given the floor; those who wish to speak, the speaker answers various questions of the meeting participants; a collective discussion is held; the meeting is proposed a draft resolution on the issue under consideration; general voting on the adopted issue and counting of votes; voting results are announced.

Organizational work on registration of the results of the general meeting, as a rule, is carried out by the counting commission of the company. The announcement of the voting results is brought to the attention of the company's shareholders either directly at the meeting at which voting took place, or by publishing a voting report, or by sending this report to shareholders. The deadline for providing shareholders with information on the results of the meeting is 45 days from the date of these decisions.

On the basis of the minutes of voting results, no later than 15 days after the closing of the general meeting of shareholders, a document is drawn up, called the minutes of the general meeting. Thus, taking into account the fact that the general meeting of shareholders creates the entire management system in a joint-stock company, within the framework of local rule-making sanctioned by the Law, it provides a legal basis both for its activities and for the activities of other bodies of the company; and also on the basis that participation in the general meeting is a way of exercising the right of a shareholder to participate in the management of the company, we believe that the general meeting of shareholders as a management body has properties that give grounds for concluding about its peculiar position among other management bodies of a joint-stock company.

The next will-forming element of management and formation of the internal will of the joint-stock company is the board of directors or the supervisory board of the company, which is elected by cumulative voting for a period until the next annual general meeting of shareholders and exercises general management of the joint-stock company, with the exception of those issues that are classified by the JSC Law as an exclusive competences of the general meeting of shareholders.

The number of members of the board of directors (supervisory board) of the company is determined by the charter of the company or the decision of the general meeting of shareholders, but cannot be less than five members (clause 3, article 66 of the JSC Law).

The competence of the board of directors (supervisory board) of a joint-stock company can be defined in three main areas: independent management of the affairs of the joint-stock company, decision-making with the obligatory consideration of the opinion of other bodies of the company, and the implementation of control and supervisory functions.

In accordance with the JSC Law, the board of directors (supervisory board) has the right to independently make decisions on such organizational issues as the convening of general meetings (clauses 2 - 4 of article 65), the creation of branches and the opening of representative offices of a joint-stock company (clause 14 of article 65 ), approval of certain internal documents of the company (clause 13, article 65), recommendations on the amount of remuneration and compensation to members of the audit commission, as well as determining the amount of payment for the services of the auditor (clause 10, article 65).

The Board of Directors (Supervisory Board) of a joint-stock company in the field of property relations is granted by the JSC Law the right to independently determine the monetary value of property (clause 7 of article 65), to decide on the acquisition of shares, bonds and other securities placed by the company (clause 8 of article 65), give recommendations on the amount of the dividend on shares and the procedure for its payment (clause 11, article 65), decide on the use of the reserve and other funds of the company (clause 12, article 65), make decisions on the preliminary approval of major transactions (clause 15 article 65, article 79) and transactions provided for in Ch. XI of the JSC Law (clause 16, article 65).

It should be noted that issues referred by the JSC Law and the charter to the competence of the board of directors cannot be transferred to the decision of the general meeting of shareholders, i.e. the entire competence of the board of directors is exclusive. There are only three exceptions. These are: the formation of the executive body of the company, the early termination of its powers and the increase in the authorized capital of the company by placing additional shares within the limits of the number and categories (types) of declared shares. These issues may be delegated by the charter from the general meeting to the board of directors.

Meetings of the board of directors are convened by its chairman on his own initiative, at the request of a member (members) of the board of directors, the audit commission (auditor), the auditor, the executive body of the company, as well as other persons specified by the charter (Article 68 of the JSC Law). The procedure for convening and holding a meeting, as well as the frequency of meetings, are determined in the company's charter or its corporate act - the regulation on the board of directors (supervisory board).

As a rule, the board of directors meets at least once a month. The Chairman, having made a decision to convene the Board of Directors, prepares the agenda and notifies all members of the Board of Directors in writing of the date, time and place of the meeting. The agenda of the meeting of the board of directors of the company includes issues proposed in advance by members of the board of directors, the audit commission (auditor), the auditor, the executive body of the company or shareholders owning in aggregate, as a rule, at least 2% of voting shares (by analogy with the formation of the agenda day of the general meeting of shareholders).

In accordance with paragraph 2 of Art. 68 of the JSC Law, the quorum for holding meetings of the board of directors should not be less than half of the number of elected members of the board of directors. Thus, the Law makes it possible to determine a specific quorum for holding meetings of the board of directors in the company's charter.

Usually decision-making by the board of directors is carried out by in-person voting. However, according to the provisions of paragraph 1 of Art. 68 of the JSC Law, the charter may provide for the possibility of absentee voting or polling members of the board of directors.

All decisions of the board of directors are reflected in the minutes with the obligatory indication of the results of voting and the progress of work. At the same time, the requirements that the Law imposes on the protocol are imperative (clause 4, article 68 of the JSC Law). The minutes of the meeting of the board of directors must be drawn up no later than 10 days after the meeting and signed by the chairperson, who is responsible for the correctness of the minutes. The absence in the protocol of at least one of the details (place and time of the meeting, persons present, agenda of the meeting, questions and voting results, decisions made) deprives the protocol of legal force.

The decision of the board of directors (supervisory board) can be challenged in court by filing a claim for its invalidation both in cases where the possibility of contestation is provided for in the Law (Articles 53, 55, paragraph 5 of Article 68 of the JSC Law), and in the absence of a corresponding indication, if decision does not meet the requirements of the Law and other regulatory legal acts and violates the rights and legally protected interests of a shareholder. The defendant in this case is a joint-stock company.

Thus, the exclusive competence of the Board of Directors (Supervisory Board) includes all issues assigned by the JSC Law to its jurisdiction. This means that they cannot be referred to the competence of other bodies of society. There are three exceptions: the formation of the executive body of the company, the early termination of its powers and the increase in the authorized capital of the company by issuing additional shares by it within the limits of the number and categories (types) of declared shares. These issues may be delegated by the charter to the general meeting, the board of directors. Also, the charter may delegate to the executive body the authority to approve a number of internal documents of the company. In this regard, it can be stated that a clear definition of the place and role of the board of directors of a company as a professional management body, as well as the correct selection of its composition, are of particular importance in modern conditions - if a large number of special issues arise for the effective management of a company, all of them must be resolved by professionals, with the necessary knowledge and qualifications.

The legislation provides for the possibility of creating several types of executive bodies in a joint-stock company, and there is a discrepancy between the Civil Code of the Russian Federation and the JSC Law regarding the structure of the executive body in a particular joint-stock company.

In accordance with paragraph 3 of Art. 103 of the Civil Code of the Russian Federation, the executive body of a joint-stock company may be collegiate (management board, directorate) and (or) sole (director, CEO). Thus, the Civil Code of the Russian Federation allows for three possible options for the structure of executive power in a joint-stock company: a collegial executive body; sole executive body; simultaneous existence of a collegial and sole executive body with division of functions in the charter.

The JSC Law restricts the company's ability to form executive power structures, allowing only two options - either sole, or sole and collegiate (clause 1, article 69). In resolving this discrepancy, practice favors the JSC Law.

In some cases, the board of directors (supervisory board) of the company may decide to suspend the powers of the sole executive body (managing organization, manager) even if the formation of executive bodies is referred by the charter to the competence of the general meeting of shareholders.

The sole executive body in different joint-stock companies may be called differently (general director, director, president, manager, chairman of the board, etc.). In the event that a collegial executive body is created in the company (ie the presence of both sole and collegial executive bodies), the director also performs the functions of the chairman of the board (management). If such a body is not created, then the director becomes a truly sole executive body, assuming the functions of the board (management).

The director can be nominated either by the board of directors or by the general meeting (clause 3, article 69). But most often, the directors are also approved by the founders of the company during its creation, including the issue “Formation of management bodies” on the agenda of the constituent assembly.

The term of office of the sole executive body of the company is also set independently in the charter or corporate act. At the same time, in our opinion, it is advisable to establish a single period in the range from one to five years (by analogy with Article 58 of the Labor Code of the Russian Federation of December 30, 2001 No. 197-FZ) .

The competence of the director includes all issues of managing the current activities of the company, with the exception of those issues that are referred to the exclusive competence of the general meeting of shareholders or the board of directors (clause 2 of article 69 of the JSC Law), or transferred to the decision of the collegial executive body within the framework of the delimitation of powers with the last one.

Thus, the director of a joint-stock company is endowed with numerous and important powers: 1) forms, and also submits for approval the composition of the collegial executive body of the company; 2) distribute duties among members of the collegial executive body; 3) organizes the work, chairs the meetings of the collegiate executive body and ensures that the minutes of the meetings are kept; 4) approves the organizational, managerial and production and economic structure of the company; 5) organizes the overall development, approves and ensures the implementation of the personnel development program; 6) approves the staff list of the company and job descriptions of employees; 7) concludes employment contracts(contracts) with members of the collegial executive body, officials and employees, establishes official salaries; 8) exercise the right to dismiss, transfer employees, apply incentives and penalties to them; 9) performs on behalf of the company all legally significant actions, disposes of property, with the exception of cases referred to the competence of the general meeting; 10) within the limits of its competence, use the funds of funds and reserves created in the company, open bank accounts, act as a manager of loans; 11) manage the development and submission of the annual report and balance sheet; 12) ensures the implementation of decisions of general meetings of shareholders and the board of directors, as well as obligations to the budget and contractors under contracts; 13) establishes a list of information that contains a commercial secret or is confidential; 14) make claims on behalf of the company against legal and individuals satisfies the claims; 15) controls the use of material, labor and financial resources; 16) ensures the creation of favorable and safe working conditions for the employees of the company, compliance with the requirements of labor legislation; 17) ensures the development, conclusion and execution of the collective agreement; 18) ensures compliance with the law in the activities of the company; 19) organizes and provides accounting and statistical reporting and is responsible for its reliability; 20) issues orders, instructions and other acts that are within its competence and are mandatory for execution

all employees; 21) resolves other management issues. The specified list is exemplary, since the specific powers of the director to manage the current affairs of the company are determined by various joint-stock companies in different ways.

The sole executive body without a power of attorney acts on behalf of the joint-stock company, including representing its interests and making transactions (concludes agreements / contracts, agreements, issues powers of attorney for their completion) (clause 2, article 69 of the JSC Law). When making transactions, the director must act solely within the limits of his powers, otherwise such transactions may be declared invalid.

In his activities, the director is accountable to the general meeting and the board of directors of the joint-stock company. It operates on the basis of the charter, contract and regulation on the director (general director).

The collegial executive body of a joint-stock company acts in accordance with the legislation, the charter and the internal document of the company - the regulation on the board (directorate), which establishes the terms and procedure for convening and holding its meetings, as well as the procedure for making decisions by it (clause 1, article 70 of the Law about AO).

As a rule, the board consists of the director of the company, who performs the functions of the chairman of this body, deputy directors, executive directors, heads of the main structural divisions society, chief accountant. At the same time, the legislation does not impose any special requirements on members of the collegiate executive body, except that a member of the audit commission / auditor (Article 85 of the Law on JSC), a member of the counting commission (clause 2 of Article 56 of the Law on JSC) and the auditor of the company (Article 103 of the Civil Code of the Russian Federation).

After approval of the composition of the collegial executive body (in the manner prescribed by the corporate act of the company), an agreement is concluded with each member of the board. The term of office of the board of directors is not determined by law; the solution of this issue is left to the discretion of the society itself.

The main tasks of the board include: organizing the management of the operational (current) activities of the company, ensuring the implementation of plans and decisions of the general meeting of shareholders and the board of directors, the development and implementation of the economic policy of the company in order to increase profitability and competitiveness, issuing corporate management acts.

According to Art. 70 of the Law on JSC, the holding of meetings of the board is organized by a person acting as the sole executive body (director), who signs all documents on behalf of the company and minutes of meetings of the board, acts without a power of attorney on behalf of the company in accordance with the decisions of the board taken within its competence. Paragraph 2 of Art. 70 of the JSC Law imperatively prescribes that minutes be kept at the board meeting.

Thus, within the framework of this paragraph of the study, the process of forming the will of joint-stock companies was considered, the main emphasis was placed on the study of the governing bodies of joint-stock companies: their legal status, formation procedure, competence, functions, organization of work. In addition, the features of the preparation and adoption by the management bodies of joint-stock companies of corporate management acts are reviewed, and the specifics of the manifestation of corporate management methods when used in managerial relations are studied.

The result of the financial and economic activities of the company directly depends on the effectiveness of its management. How is the management system organized in joint-stock companies? What rights do management bodies of joint-stock companies have?

The chosen optimal management scheme for a joint-stock company will allow its shareholders to rationally use the company's resources, prevent possible conflict interests between its shareholders, most fully realize the goals of the company.

The management of a JSC may include the following management bodies (Article 103 of the Civil Code of the Russian Federation):

general meeting of shareholders (supreme body) - present in any management scheme of a JSC;

• General Meeting of Shareholders

  supreme body management of the JSC is the general meeting of shareholders (Article 47 of Law No. 208-FZ, clause 1 of Article 103 of the Civil Code of the Russian Federation). A JSC is obliged to hold an annual general meeting of shareholders annually within the time limits established by its charter, but not earlier than 2 months and not later than 6 months after the end of the reporting year.

  The exclusive competence of the general meeting of shareholders includes:

  change in the charter of the joint-stock company (this also applies to changes in its size);

  election of members of the board of directors and the audit commission of the JSC, as well as early termination of their powers;

  formation of executive bodies and early termination of their powers (if the charter of the JSC does not refer these issues to the competence of the board of directors);

  approval of annual reports, balance sheets, profit and loss accounts of the company and distribution of its profits and losses;

  • a decision on the reorganization or liquidation of a joint-stock company (clause 1, article 103 of the Civil Code of the Russian Federation).

  The Board of Directors manages the day-to-day activities of the JSC (with the exception of issues falling within the competence of the general meeting of shareholders) and is created with more than 50 shareholders.

  Important!

  The procedure for electing the board of directors is provided for in Art. 66 of Law No. 208-FZ. A member of the board of directors (supervisory board) of a company can only be. At the same time, a member of the board of directors may not be a shareholder of the company (clause 2, article 66 of Law No. 208-FZ).

  Persons elected to the board of directors (supervisory board) of the company may be re-elected an unlimited number of times.

  By decision of the general meeting of shareholders, the powers of all members of the board of directors (supervisory board) of the company may be terminated ahead of schedule (clause 1, article 66 of Law No. 208-FZ).

  The quantitative composition of the board of directors (supervisory board) of the company is determined by the charter of the company or the decision of the general meeting of shareholders, but cannot be less than five members (clause 3 of article 66 of Law No. 208-FZ).

  Disputable issues related to the payment of remuneration to members of the Board of Directors

  By decision of the general meeting of shareholders, members of the board of directors (supervisory board) of the company during the period they perform their duties may be paid remuneration, as well as reimbursed for expenses associated with the performance of these functions (clause 2, article 64 of Law No. 208-FZ). The amounts of such remunerations and compensations are established by the decision of the general meeting of shareholders.

  At the same time, paragraph 2 of Article 64 of Law No. 208-FZ does not determine the source of remuneration to members of the board of directors (supervisory board) of a joint-stock company and does not indicate the presence of the company's profit as a mandatory basis for making a decision on the payment of remuneration (decision of the Central Administrative District of the Central District dated March 22, 2016 No. A35-11525/2014).

  When paying remuneration to members of the board of directors, the question arises of the need to calculate insurance premiums. Despite the numerous clarifications of the Ministry of Labor of the Russian Federation regarding the absence of an object of taxation of insurance premiums (letters No. 17-3 / B-234 dated May 7, 2015, No. 17-4 / V-163 dated April 2, 2015 and . No. 17-3 / B-415), the arbitration practice is not in favor of the joint-stock company (the decision of the AC Perm Territory dated February 29, 2016 No. А50-883/2016, Resolution of the Arbitration Court of the Far Eastern District dated August 13, 2015 No. Ф03-3163/2015).

  Executive agency

  The executive body is created by decision of the general meeting of shareholders or the board of directors.

  The executive body may be collegiate (board, directorate) and (or) sole (director, general director). Its functions are the implementation of the current management of the activities of the JSC. The executive body is accountable to the board of directors (supervisory board) and the general meeting of shareholders (clause 3, article 103 of the Civil Code of the Russian Federation, article 69 of Law No. 208-FZ).

  Its competence includes the solution of all issues that do not constitute the exclusive competence of other management bodies of the JSC, as defined by law or the charter (clause 2, article 69 of Law No. 208-FZ). In large JSCs, the executive body (board) usually consists of the general director, his deputies, and the chief accountant.

The supreme body of a joint-stock company is the general meeting of its shareholders.

He has an exclusive competence that cannot be transferred to others.

bodies of the company even by decision of the general meeting. In any case, it includes:

changing the charter of the company, including changing the size of its authorized capital,

election of the supervisory board (board of directors), audit commission

(auditor) and executive bodies of the company (if only the last question

not referred to the exclusive competence of the Supervisory Board), as well as approval

annual reports and balance sheets of the company, distribution of its profits and losses

and resolving the issue of reorganization or liquidation of the company (clause 1 of article 103 of the Civil Code).

The exclusive competence of the general meeting can be expanded (but not narrowed)

the law on joint-stock companies or the charter of a particular company.

In large joint-stock companies with more than 50 shareholders,

be created a supervisory board, which is a permanent collective

a body that expresses the interests of shareholders and controls the activities of executive

organs of society. In cases of its creation, exclusive competence is determined

this body, which also under no circumstances can be transferred to the executive

authorities. In particular, it may include consent to the commission by the company

large transactions equivalent to a significant part of the value of the authorized capital

company, as well as the appointment and recall of the company's executive bodies. Insofar as

in the previously effective Regulations on joint-stock companies, the supervisory board

was identified with the board of directors, the new Civil Code retained this name in clause 2

Art. 103, bearing in mind that this is not about executive directors,

but about the members of the supervisory board (shareholders) of the company.

The audit committee of the company, which in small companies may be

replaced by the auditor, created only from among the shareholders, but is not a body

society management. Its authority to control financial records

companies and the procedure for their implementation are determined by the law on joint-stock companies

and charters of specific societies.

The executive body of the company (directorate, board) has a "residual"

competence, that is, solves all issues of the company's activities that are not

to the competence of the general meeting or the supervisory board. GC allows transfer

powers of the executive body not to elected shareholders, but to the management company

or manager (individual entrepreneur). As a management company

may be another economic company or partnership, or a production

cooperative. Such a situation is possible by decision of the general meeting, in accordance with

with which the management company (or individual manager) concludes

a special agreement providing for mutual rights and obligations, as well as

responsibility for their non-compliance (paragraph 3, clause 3, article 103).

The way to control the activities of the executive bodies of the company is

as well as an independent audit. Such a check in accordance with par.

2 p. 5 art. 103 GK can now be held at any time on demand

shareholders whose total share in the authorized capital of the company is

at least 10 percent. An external audit is also obligatory for open joint-stock companies

societies bound to the public conduct of business, for here it serves as an additional

confirmation of the correctness of the published documents of the company.

According to Russian legislation, in a joint-stock company, the governing bodies include:

General Meeting of Shareholders;

Board of Directors (Supervisory Board);

Sole executive body (general director);

Collegial executive body (board, directorate);

Audit committee.

Depending on the specifics of the activities of a joint-stock company, its size and tasks to be solved, there may be a different structure of management bodies.

The most common is a three-level control system (Fig. 3.1).

In most medium-sized joint-stock companies with a three-level management structure, the executive body is the sole executive body (director, general director). For large joint-stock companies, with a large number shareholders it is expedient to have two executive bodies - sole and collegiate. With such a structure, shareholders get more opportunities to control the actions of management. For credit institutions in the form of a joint-stock company, the presence of two executive bodies is generally mandatory.

In small joint-stock companies (with less than 50 shareholders), the functions of the board of directors (supervisory board) may be performed by the general meeting of shareholders. In this case, there is a two-level structure of controls (Fig. 3.2).

In a two-level structure of management bodies, there can also be either one (sole) executive body of management, or two (sole and collegiate).

Each of the management bodies of the joint-stock company makes decisions on the issues of the company's activities in accordance with its competence.

The competence of the management body of a joint-stock company is an acceptable list of issues that the management body, in accordance with the law, has the right to consider and make decisions on them.

Competence is divided into exclusive and alternative. Exclusive competence is a part of the issues of competence that cannot be transferred to other bodies of the society. Alternative competence is a part of the issues of the competence of the governing body, which can be transferred for decision to other governing bodies.

More on the topic STRUCTURE OF THE MANAGEMENT BODIES OF A JOINT-STOCK COMPANY:

1. 1.3. Organizational and economic mechanism of corporation management
2. 2.2. Choosing a corporate governance model for subsidiaries
3. 3.1. Problems of functioning in the industry of economic companies with state ownership
4. 3.3 Main directions for improving the management of state corporate property
5. 5.1.4. Development of a national model of corporate governance in Ukrainian banks
6. 3.3. Improving the management of state ownership in joint-stock companies.
7. 1.3. The impact of corporate governance on the strategic management system of banking corporations