Management body in JSC. The supreme governing body of a joint-stock company: features, description and requirements

30.11.201927.05.2017

Control joint stock company significantly different from the management of enterprises of other forms of ownership.

The governing bodies of a joint-stock company are the general meeting of shareholders, the supervisory board and the executive body - the board or directorate.

✓ General meeting of shareholders

The supreme governing body of a joint-stock company is the general meeting of shareholders. A joint-stock company must hold at least one reporting general meeting of shareholders per year, and no later than July 1 of the year following the reporting one. In addition, the company may hold extraordinary general meetings.

The date and procedure for holding a general meeting of shareholders, the method of informing shareholders about its holding, the list of materials (information) provided to shareholders in preparation for the general meeting are established by the supervisory board of the joint stock company.

The General Meeting of Shareholders can only take decisions on issues included in the agenda. On issues that are not within the exclusive competence of the general meeting, the decision of the general meeting of shareholders of a closed joint-stock company may be taken without holding the meeting itself by absentee voting (so-called polling). At the same time, shareholders holding in the aggregate at least 75 percent of the voting shares of the company must participate in the voting. A special procedure is the determination of the list of shareholders named
having the right to participate in the general meeting of shareholders. This list must be compiled on the basis of the register of shareholders not earlier than the date of the decision to hold the general meeting by the supervisory board of the company and not more than 60 days before the date of the general meeting of shareholders. The list must contain the name (name) of the owner, each shareholder, his address, as well as data on the number of shares he owns. Any shareholder has the right to request this list from the company for review.

The notice of the General Meeting of Shareholders is published in the prescribed form in the press, and sent to each shareholder. In the process of preparing for the general meeting of shareholders, the latter can familiarize themselves with the annual report, the conclusion of the audit commission, the draft amendments and additions to the charter, and other documents of the company. The joint-stock company is obliged to provide shareholders with access to these documents.

A shareholder or a group of shareholders who own at least one percent of the voting shares of a joint-stock company, no later than 30 days after the end of the financial year, may introduce issues on the agenda of the next annual general meeting, as well as nominate candidates for the Supervisory Board and the Audit Commission.

S Matters constituting the exclusive competence of the general meeting of shareholders:

Approval of the regulations of the general meeting of shareholders;

Amendments and additions to the charter or approval of the charter in a new edition;

Reorganization, liquidation of the company, appointment of a liquidation commission, approval of interim and final liquidation balance sheets;

Determination of the quantitative composition of the supervisory board of the company and the election of its members and early termination of powers;

Determination of the maximum size of declared shares; increase or decrease in the authorized capital;

Redemption of own shares;

Formation (election, appointment, hiring) of the executive body of the joint-stock company, early termination of its powers, if the charter does not refer to the competence of the supervisory board;

Election of members of the audit commission (auditor) of the company and early termination of their powers; approval of the auditor of the company;

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

Deciding on the non-use of the pre-emptive right of a shareholder to purchase securities convertible into shares;

Splitting and consolidation of shares;

Conclusion of major transactions, the subject of which is property that is more than 50 percent of the book value of the company's assets, as well as transactions in which there is interest, if the amount of payment under the transaction and the value of the property that is the subject of the transaction exceeds 5 percent of the company's assets.

An extraordinary general meeting of shareholders may also be held in a joint-stock company. The basis for its holding may be the decision of the supervisory board, the requirements of the audit commission, the auditor or shareholders who own at least 10 percent of the voting shares of the company. In this case, the meeting must be held no later than 45 days from the date of submission of the request to hold it.

The latter may attend the general meeting of shareholders in person or through their representatives. The General Meeting of Shareholders has a quorum only when it is attended by shareholders holding in aggregate more than 60 percent of the votes of the distributed and placed voting shares. Voting at the general meeting, as a rule, is carried out according to the principle “one voting share - one vote”. If the number of shareholders of the company is more than one hundred, voting is carried out only by ballots. In this case, a special counting commission is created, the quantitative and personal composition of which is approved by the general meeting of shareholders at the suggestion of the supervisory board. s Supervisory Board

The general management of the activities of the joint-stock company is carried out by the supervisory board (except for issues that are the exclusive competence of the general meeting of shareholders). If the number of shareholders - owners of voting shares of the company - is less than 30, the functions of the supervisory board may be assigned to the general meeting of shareholders of the company.

Members of the Supervisory Board are elected by the General Meeting of Shareholders, but they cannot be members of the executive body. For closed joint-stock companies with more than 500 owners of voting shares, the number of members of the supervisory board cannot be less than seven, and for companies with more than one thousand shareholders - less than nine. The chairman of the supervisory board is elected by the members of the board from among its members by a majority vote. Persons elected to the Supervisory Board of the Company may be re-elected an unlimited number of times. The state attorney in a joint-stock company, in the authorized capital of which the state's share exceeds 25 percent, as well as the trustee of the state block of shares of the joint-stock company (his representative) are ex officio members of the supervisory board and are not subject to election by the general meeting of shareholders.

Competence of the supervisory board of a joint-stock company:

Determine the priority areas of the company's activities;

To convene annual and extraordinary general meetings of shareholders;

Prepare the agenda of the general meeting of shareholders;

Determine the date of compiling the list of shareholders entitled to participate in the general meeting of shareholders;

Submit to the decision of the general meeting of shareholders the issues established by law relating to the exclusive competence of the general meeting of shareholders;

To increase the authorized capital of the company by increasing the nominal value of shares within the limits of the number and types of declared shares, if in accordance with the charter of the company or the decision of the general meeting of shareholders such a right is granted to him;

Place bonds and securities, unless otherwise provided by the charter of the company;

Determine the market value of the property;

Acquire shares, bonds and other securities placed by the company, if such a right is granted to it by the charter;

Establish the amount of remuneration and compensation paid to the executive body, if this is referred to its competence by the charter of the company;

Approve the documents that determine the procedure for the activities of the company's management bodies;

Create branches and open representative offices of the company;

Create subsidiaries and affiliates of the company;

Conclude major transactions related to the acquisition and alienation of property, transactions in which there is an interest. The meeting of the supervisory board is convened by its chairman

on its own initiative, at the request of a member of the supervisory board, the audit commission or auditor, the executive body, as well as persons specified by the Charter of the company. The quorum for holding a supervisory board is established by the Charter, but should not be less than 75 percent of the board members. Decisions of the Supervisory Board are taken by a majority vote of the members present.

The distribution of functions between the members of the supervisory board is carried out by the chairman specifically for each member of the board. At the same time, the general meeting of shareholders may also establish the amount of remuneration for each member of the council personally.

Members of the supervisory board are considered to have a personal financial interest if their spouses, parents, children,
Tya, sisters, and all affiliates:

Are a party to the transaction or participate in it as a representative or intermediary;

Own twenty or more percent of the shares (stakes) of a legal entity that is a party to the transaction or participates in it as a representative or intermediary;

S Executive control

Management of the current activities of a joint-stock company is carried out by its executive body, which may be a sole (director) or collegiate (board, directorate). If management is carried out simultaneously by both sole and collegiate bodies, the company's charter must provide for the competence of each of them. By decision of the general meeting of shareholders, the powers of the executive body may be transferred under an agreement to a commercial organization (management company) or an individual entrepreneur (manager).

The quantitative composition of the executive body is determined by the supervisory board on the basis of and within the limits of the estimate of administrative and economic expenses adopted in the manner established by the general meeting of shareholders. The executive body may include the deputy head of the executive body, Chief Accountant, chief engineer, heads of the main production departments. The head and staff of the executive body are appointed by the supervisory board, and the decision is made by a simple majority of votes. An agreement is signed between the executive body and the chairman of the supervisory board, which defines the rights and obligations of the parties.

The competence of the executive body of the company includes all issues of managing the current activities of the company, except for those that are the exclusive competence of the general meeting and the supervisory board.

The main duties of the head of the executive body of a joint-stock company:

Implementation within its competence of the management of the current

activities of society, ensuring its efficient and sustainable

Organization of execution of decisions of the general meeting and the supervisory board;

Ensuring effective interaction of production units;

Ensuring contractual obligations of the company;

Ensuring the receipt of profit in the amount necessary for the development of production and the social sphere;

Management of the development of programs and business plans for the development of society, organization and control of their implementation;

Ensuring compliance with the law in the activities of the company; ensuring the organization, proper condition and reliability accounting and reporting to society, timely submission of the annual report and other financial reporting to the relevant authorities, as well as information about the activities of the company sent to shareholders, creditors;

Organization of meetings of the collegial executive body of the company, signing documents on behalf of the company;

Selection and placement of personnel, maintenance of labor and technological discipline;

Ensuring compliance with social guarantees and labor protection of employees of the company;

Compliance with all the rights of shareholders to receive information provided for by the current legislation, participate in general meetings of shareholders, accrue and pay dividends.

The head of the executive body independently decides everything

issues of the company's activities, with the exception of issues related to the exclusive competence of the general meeting and the supervisory board. He has the right:

Without a power of attorney, act on behalf of the joint-stock company, represent its interests in relations with other organizations, conclude agreements and contracts, including labor contracts;

Issue powers of attorney;

Open current and other accounts in banks;

Issue orders and instructions binding on all employees subordinate to him;

Approve the staff, carry out its staffing. Meetings of the executive body are held as necessary, but at least once a month. The executive body at its internal meeting preliminarily discusses the issues submitted for discussion by the supervisory board.

The management of the activities of a joint-stock company is associated with special control by the supervisory board and the general meeting of shareholders over major transactions, as well as transactions in which there is an interest.

Major transactions are: a transaction or several interconnected transactions related to the acquisition or alienation of property, the value of which is more than twenty-five percent of the book value of assets (except for transactions made in the course of normal business activities);

a transaction or several interconnected transactions related to the placement of ordinary shares or preferred shares convertible into ordinary shares, constituting more than twenty-five percent of ordinary shares previously placed by the company.

Determination of the value of property that is the subject of a major transaction is carried out by the supervisory board of the joint-stock company. The decision to conclude a major transaction, the subject of which is property, the value of which is from 25 to 50% of the book value of the company's assets, is taken by the decision of the Supervisory Board unanimously. If there is no unanimity among the members of the council, this issue may be submitted to the general meeting of shareholders. The decision to conclude a major transaction, the subject of which is property, the value of which is more than 50% of the balance sheet value of the company's assets, is taken by the decision of the general meeting of shareholders, by a three-quarters majority of the shareholders-owners of voting shares present at the meeting.

Persons; members of the supervisory board of the company, a person holding a position in other management bodies of the company, shareholders holding together with their dependent affiliated person 20 percent or more of the voting shares of the company, if these persons, their spouses, parents, children, brothers, sisters and their affiliates:

Are a party to such a transaction or participate in it as a representative or intermediary;

Own 20 percent or more of shares (shares) legal entity who is a party to the transaction or participates in it as a representative or intermediary;

They hold positions in the management bodies of a legal entity that is a party to a transaction or participates in it as a representative or intermediary.

The decision on the conclusion by the joint-stock company of a transaction in which there is an interest is taken by the supervisory board by a majority of votes of the members of the supervisory board who are not interested in making it. If the amount of payment under the transaction and the value of the property that is the subject of the transaction exceeds 5 percent of the company's assets: and if the transaction or several interconnected transactions are the placement of voting shares or other securities of the company convertible into voting shares in excess of five percent of previously placed voting shares, and in these transactions there is an interest
vanity, then the decision on them is made by the general meeting of shareholders - owners of voting shares by a majority of votes of shareholders who are not interested in the transaction. It should be borne in mind that the supervisory board or the general meeting of the company may invalidate a transaction in which there was an interest. In this case, the person concerned must compensate the company for the losses caused by him to the company.

Members of the supervisory board, the sole executive body and members of the collegial executive body, as well as the managing organization shall be liable to the joint-stock company for damage caused to it as a result of their failure to perform or improper performance of their functions, in full to compensate for the damage caused to the joint-stock company. Members of the supervisory board and the executive body who did not take part in the voting or who voted against the decision that caused losses to the company are released from liability.

As already noted, in Uzbekistan a significant part of joint-stock companies was created on the basis of state-owned enterprises as a result of privatization. In these enterprises, a certain part (usually 25 percent) of the shares belongs to the state.

In order to ensure the interests of the state, the most effective control and management of such joint-stock companies, the relevant blocks of shares owned by the state may be transferred to trust management of legal entities and individuals. Another way to control the activities of enterprises with a state share of shares (where the state's share exceeds 25 percent) is to appoint state attorneys for them.

Enterprises, the state blocks of shares of which are subject to transfer to trust management, are determined by special decisions of the government of Uzbekistan. State blocks of shares, for which there are no government decisions, are transferred to the trust management of the State Property Committee. State blocks of shares can be transferred to trust management of legal entities and individuals, provided that these individuals have the necessary experience in the field of marketing and management.

The appointment of a trustee and the conclusion with him of an appropriate agreement on trust management on behalf of the state is carried out by the State Property Committee on the basis of a decision of the government, the State Property Committee itself or a tender commission created by it. The transfer of the state package is carried out on
on the basis of the concluded trust management agreement by transferring shares on behalf of the State Property Committee to the “depo” account of the trustee. The contract is concluded, as a rule, for a period of up to 5 years. The value of the block of shares transferred for management is accounted for on the off-balance accounts of the trustee at nominal value. He also pays for the services of the depository for the storage of transferred shares. The trustee of the state block of shares of a joint-stock company is ex officio a member of the supervisory board of the joint-stock company and is not subject to election or re-election by the general meeting of shareholders. He is also a member of the Presidium of the General Meeting of Shareholders. The trust manager has the right to carry out all legal and actual actions in relation to the state block of shares received in trust management in accordance with the law and the terms of the agreement, except for its alienation and use as a pledge; use all his powers as a member of the Supervisory Board and a participant in the General Meeting of Shareholders; in cases provided for by law, the acquisition of ownership of shares owned by the state, transferred to it in trust management, to receive remuneration in accordance with the terms of the agreement.

The trustee is obliged to represent the interests of the state in this joint-stock company, to carry out activities in order to increase the efficiency of production, market value and liquidity of shares, to expand the range and improve the quality of products, to demand the elimination of violations of state interests in relation to the state block of shares, to ensure the intended use of dividends on state-owned shares for the reconstruction and technical re-equipment of a controlled joint-stock company. In the event of a debt of a joint-stock company for obligatory payments to the budget, wages, as well as in cases of deterioration of the financial and economic situation of the enterprise, the trustee is obliged to demand the convening of an extraordinary general meeting of shareholders in order to re-elect the composition of the supervisory board and the executive body of the joint-stock company. The trust manager must quarterly report on its activities to the State Property Committee and the Ministry of Finance, which monitor the proper execution of trust management agreements and the financial and economic condition of enterprises.

The activities of the trustee are supervised by the State Property Committee, which receives from the latter information and reports on
activities of the joint-stock company, makes claims for the fulfillment of the terms of the agreement, compensation for material damage and lost profits in case of violations of the management agreement, unless the trustee proves that these losses occurred as a result of force majeure. For its part, the State Property Committee is obliged to transfer to the trustee all the documents and information necessary for the performance of duties and the exercise of rights under the trust management agreement, to assist in the management of the enterprise.

State attorneys in joint-stock companies occupying a leading position in the structure of the economy of the republic, the list of which is established by a government decision, are appointed by the Commission under the Prime Minister of the Republic of Uzbekistan on the proposal of the State Property Committee. In other joint-stock companies, where the share of state property in the authorized capital exceeds 25 percent, state attorneys are appointed by the Collegium of the State Property Committee on the proposals of the Complexes of the Cabinet of Ministers.

The functions of a public attorney are very similar to the functions and tasks of a trustee. He is an authorized state representative at the general meeting of shareholders and the supervisory board of the joint-stock company, ex officio is a member of the supervisory board, is a member of the presidium of the general meeting of shareholders.

State attorneys are appointed for a period of 5 years from among individuals having economic knowledge and experience in the relevant area of the economy. Their main tasks are:

Protecting the interests of the state as a shareholder, ensuring the safety and rational use of state property in joint-stock companies;

assistance in improving financial and economic activities, improving management and marketing, post-privatization support;

Ensuring the targeted use of dividends on the state block of shares for the reconstruction and technical re-equipment of the enterprise and other tasks determined by the government;

Control of measures taken to prevent the occurrence of debt to the budget and the deterioration of the economic condition of the enterprise;

Organization of control over the observance by the joint-stock company of the rights of shareholders and labor legislation and others.

The state attorney cannot be a representative of other shareholders in the management bodies of a joint stock company without the consent of the Cabinet of Ministers.

Legally defined management bodies of a joint-stock company

The Russian legal system for managing a joint-stock company has developed on the basis of Western legislation. Corporate governance is a method of self-government chosen by shareholders, based on a combination of organizational, legal and economic measures.

In accordance with the law, the following management bodies may be created in a joint-stock company:

General Meeting of Shareholders;

board of directors (supervisory board);

sole executive body (general director);

collegial executive body (executive directorate, board);

audit committee (auditor).

Choice of the management structure of the joint-stock company. Given the dependence on the combination of the listed possible management bodies, a joint-stock company can form one or another specific structure of its management.

The choice of a management structure is an important stage in the creation of a joint-stock company. Its correct choice allows reducing the possibility of conflict situations between management and shareholders, between groups of shareholders, and increasing the efficiency of management decisions. With ϶ᴛᴏm, the founders of a joint-stock company have some advantage over other shareholders. By choosing the “necessary” management structure, they can bring the level of their own rights closer to the level of their own interests. At the same time, any chosen structure of management of a joint-stock company will not be “eternal” and may be changed by shareholders. The main thing is that the management of a joint-stock company should correspond to its scale and nature of the tasks to be solved.

The statutory possibility of combining certain management units allows shareholders to choose the most appropriate scheme depending on the size of the joint-stock company, its capital structure and specific business development objectives.

The main options for managing a joint-stock company

In practice, four options for managing a joint-stock company, presented in the following figures, can usually be used.

In all options for managing a joint-stock company, it will be mandatory to have two management bodies: a general meeting of shareholders and a sole executive body, as well as one controlling body - the audit commission. Since the task of the audit commission will be to control the financial and economic activities of the company, it is traditionally not considered as a direct management body of a joint-stock company. At the same time, effective management cannot be ensured without a reliable control system.

The difference in the options for managing a joint-stock company will be in a certain combination of sole and collegiate management bodies.

It is worth saying - a complete three-stage management structure of a joint-stock company. This management structure can be used in all joint-stock companies. It is worth noting that it is characterized by the fact that it allows strengthening the control of shareholders over the actions of the management of a joint-stock company.

In ϲᴏᴏᴛʙᴇᴛϲᴛʙii with the Law “On Joint Stock Companies”, members of the collegial executive body (board) cannot make up more than one-fourth of the board of directors of the company.

A person exercising the functions of the sole executive body cannot be simultaneously the chairman of the board of directors of the company.

In general, management represented by the CEO and the board cannot get a majority on the board of directors (supervisory board), which increases the influence of the ϶ᴛᴏth management body.

For credit institutions created in the form of a joint-stock company, this form of management will be mandatory. Based on Art. 11.1 of Federal Law No. 82-FZ “On Amendments and Additions to the Federal Law “On Banks and Banking Activity”, the governing bodies of a credit institution will be the general meeting of founders, the board of directors, the sole executive body and the collective executive body (Fig. 5).

Drawing No. 5

This form of organizing the management of a joint-stock company is most preferable for large joint-stock companies with a large number of shareholders.

Reduced three-level structure of management of a joint-stock company(Fig. 6). By the way, this structure, like the first one, can be used in any joint-stock companies. It is worth noting that it does not provide for the creation of a collegial executive body and, in fact, does not establish any restrictions on the participation of company managers in the board of directors. It provides only for the position of the general director, whose influence both on the management of the company and on the board of directors increases, since he, in fact, alone carries out the current management of the joint-stock company.

This form will be the most common management structure of a joint-stock company, since it allows to ensure the optimal ratio of control and executive management bodies.

If the charter of a joint-stock company assigns the formation of executive bodies to the competence of the board of directors, then the board of directors and its chairman receive the possibility of strict control over the executive bodies of the company. This option is more preferable for large shareholders, who own a controlling stake, since it allows, without taking a direct part in current affairs, to exercise reliable control over the executive bodies of the company.

Drawing No. 6

Drawing No. 7

This management structure is used in closed joint stock companies with significant turnover and assets.

Abbreviated two-stage management structure of a joint-stock company. By the way, this structure can be used, like the previous one, only in joint-stock companies with less than 50 shareholders. It is worth noting that it is typical for small joint-stock companies, in which a typical situation will be when the general director is also the main shareholder of the company, therefore, the simplest management structure is chosen (Fig. 8).

Drawing No. 8

75. Organizational structure of enterprise management.

They are the general meeting of shareholders, the board of directors (supervisory board) of the company and the executive body of the company, which may be the collective executive body of the company (board, directorate) or the sole executive body of the company (director, general director), which manage the current activities of the company.

supreme governing body joint-stock company - General Meeting of Shareholders. The company is obliged to hold an annual meeting of shareholders annually.

AT competence of the general meeting shareholders of the company includes the solution of the most important issues of the life of the joint-stock company.

Issues related to the competence of the general meeting of shareholders cannot be transferred for decision to the executive body of the company.

By decision of the general meeting of shareholders of the company, Board of Directors(supervisory board) of the company, which exercises general management of the company's activities, except for issues referred by the Federal Law "On Joint Stock Companies" to the competence of the general meeting of shareholders.

Members of the board of directors (supervisory board) are elected by the general meeting of shareholders for a period until the next annual general meeting of shareholders, but 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.

Management of the current activities of the company is carried out by executive agency company, which may be the sole executive body of the company (director, general director) or the collegial executive body of the company (management board, directorate).

Sole executive body of the company(director, general director) acts without the power of attorney of the company, including representing its interests, making transactions on behalf of the company, states states. Issues orders and gives instructions that are binding on all employees of the company.

Audit Commission of the Company elected by the general meeting of shareholders in accordance with the charter of the company. It exercises control over the financial and economic activities of the company.

The audit of the financial and economic activities of the company can be carried out auditor in accordance with the legal acts of the Russian Federation.

An open JSC is required to disclose the following information:

the company's annual report, annual financial statements;
prospectus for the issue of shares of the company in cases provided for by the legal acts of the Russian Federation;
notification of holding a general meeting of shareholders in the manner prescribed by the specified federal law;
other information determined by the federal executive body for the securities market.

The reorganization of a JSC can be carried out in the form of a merger, acquisition, division, separation and transformation.