The chairman of the board of directors of the bank is elected by the meeting of shareholders. Board of Directors - what is it? Functions and duties of the board of directors. The main powers of the management structure

Used in Russian legislation, it is intended to specify the essence of middle management, the fundamental function of which is to exercise only general, and not direct management of activities. joint-stock company. In this manual, only the name “board of directors” is used, as it is the most common in practice and in the economic literature.

Board of Directors is a collective management body elected for a certain period by the meeting of shareholders, which manages the activities of the joint-stock company in the period of time between annual meetings of shareholders in accordance with the competence granted to it by law and by the charter.

Mandatory nature of the election of the board of directors. The Board of Directors is created in without fail in all joint-stock companies, except for those in which the number of shareholders owning voting shares is less than 50.

If the board of directors is not elected, then its functions are performed by the general meeting of shareholders. In the latter case, the charter of the company must determine the person or body whose competence will include the decision on holding a general meeting of shareholders and approving its agenda.

Purpose and main activities of the board of directors. The ultimate goal of the board of directors is to increase the value of the joint-stock company, increase the market prices of its shares, that is, the growth of share capital.

The main functions of the board of directors are:

• determination of the development strategy of the joint-stock company;
• organization efficient operation executive bodies society;
• control over the activities of lower management bodies of the joint-stock company;
• ensuring the implementation of the rights and legitimate interests of shareholders.

Competence of the board of directors. In order for the board of directors to be an effective management body, its activities should be aimed at protecting the rights of shareholders on the basis of balancing the duties and powers of the board of directors so that it does not replace the management and ensures control by shareholders.

The board of directors has the right to resolve only those issues that are within its competence by law and the charter of the company. These issues should be clearly spelled out in the charter of the company in order to eliminate ambiguity regarding the delimitation of the competence of the board of directors, the executive bodies of the company and the general meeting of shareholders.

In accordance with the law, the competence of the board of directors includes:

• determination of priority directions of the company's activity;
• convening an annual and extraordinary general meeting of shareholders;
• approval of the agenda of the general meeting of shareholders;
• determination of the date of compiling the list of persons entitled to participate in the general meeting of shareholders;
• increase in the authorized capital of the company by placing additional shares by the company within the limits of the number and categories of declared shares (if this issue is referred to its competence by the charter of the company);
• placement by the company of bonds and other issue-grade securities;
• determination of the price (monetary value) of the property, the price of placement and redemption of emissive securities;
• acquisition of shares, bonds and other securities placed by the company;
• formation of the executive body of the company and early termination of its powers (if this issue is referred to its competence by the charter of the company);
• recommendations on the amount of remuneration and compensation paid to members of the audit commission (auditor) and determination of the amount of payment for the auditor's services;
• recommendations on the amount of dividend on shares and the procedure for its payment;
• use of the reserve fund and other cash funds of the joint-stock company;
• approval of internal documents of the joint-stock company, with the exception of those documents that, according to the charter of the company, are within the competence of the general meeting or the executive bodies of the company;
• creation of branches and opening of representative offices of the joint-stock company;
• approval of major transactions and transactions in respect of which the company's managers have an interest;
• approval of the registrar of the joint-stock company and the terms of the contract with him.

Based on the powers that are defined by law and the charter of the joint-stock company, the board of directors solves the following main tasks:

• organization of execution of decisions of the general meeting of shareholders;
• determination of directions of activity of the joint-stock company;
• preparation of plans and budgets of the joint-stock company;
• evaluation of the performance of the company and its executive management bodies;
• determination of approaches to investments and participation in other organizations;
• disclosure of information about the joint-stock company;
• establishment of mechanisms internal control in a joint-stock company;
• development of systems and methods of motivation and stimulation of personnel working in a joint-stock company;
• creation and maintenance of a corporate culture, including ensuring that the joint-stock company complies with the current legislation, compliance with the rules and procedures for convening and holding a general meeting of shareholders, etc.

The successful development of a joint-stock company largely depends on how effectively the board of directors functions as a company management body.

The effective work of the board of directors depends primarily on the level vocational training its members. A member of the board of directors must have the appropriate capabilities and characteristics, such as having sufficient time to carry out his duties, the absence of a conflict of interest in relation to the company, the ability to express his independent opinion and defend it, etc. The law allows that the company has the right to establish its own requirements to candidates for the board of directors. The list of requirements that shareholders impose on members of the board of directors should be quite specific and aimed at ensuring that the board of directors is formed from among persons with a high business and human reputation. Determining the list of requirements for candidates to the board of directors should be considered as one of the elements of the system corporate governance.

Only an individual can be a member of the board of directors of a company, but not necessarily a direct shareholder of this company.

The number of members of the board of directors is determined by the general meeting or the charter of the company, but cannot be less than 5 members. A joint stock company with more than 1000 shareholders must have at least 7 members; and with a number of more than 10,000 - at least 9 members. When forming the board of directors, it is necessary to be guided by the principles of reasonable sufficiency. It is preferable to determine the number of members of the board of directors in the charter so as not to hold an annual debate on this issue.

Elections to the Board of Directors are carried out by cumulative voting.

The essence of this method is that:

• the number of votes held by each shareholder is multiplied by the number of persons to be elected to the board of directors of the company;
• shareholders have the right to vote on their shares for one candidate or distribute them among several candidates;
• voting is carried out not for each individual vacant seat on the board of directors, but immediately for the entire composition of the board of directors;
• those candidates in the number equal to the composition of the board of directors who received the largest number of votes in the general list of candidates are considered elected to the board of directors.

Advantages of cumulative voting

Cumulative voting appeared as one of the ways to take into account the interests of small shareholders in the management of a joint-stock company. With direct voting, the owners of large blocks of shares, and even more so of a controlling stake, are always able to ensure their leadership in the board of directors. Cumulative voting, since it is based on the possibility of summing up the votes belonging to all seats on the board of directors and using them to vote on only one candidate, allows small shareholders to appoint to the board those persons who undertake to defend their interests.

The latter becomes possible due to the fact that a member of the board of directors has the right to access any information about the activities of the joint-stock company.

In general, the main advantages of cumulative voting are:

• an opportunity is provided for small shareholders to nominate their candidates to the board of directors;
• the decision of the general meeting on the early termination of the powers of the board of directors can be taken only in relation to all members of the board of directors. This ensures stability in the joint-stock company, reduces the likelihood of conflicts within the board of directors;
• with cumulative voting, the board of directors will almost certainly be formed, since in order to be elected, the applicant only needs to get ahead of other applicants, regardless of the absolute amount of votes he received.

Chairman of the Board of Directors is the head of the board of directors. He is elected by its members by majority vote. The board of directors of a joint stock company has the right to re-elect its chairman at any time by a majority vote of the total number of members of the board of directors, unless otherwise provided by the charter of the company.

The main duties of the Chairman of the Board of Directors are:

• organizing the work of the board of directors;
• convening meetings of the board of directors and chairing them;
• organizing the keeping of minutes of meetings of the board of directors;
• chairmanship at the general meeting of shareholders, unless otherwise provided by the charter of the joint-stock company.

Meetings of the Board of Directors are held regularly at the time specified normative documents joint-stock company, usually at least once a quarter.

Extraordinary meetings of the board of directors may be held at the initiative of the chairman of the board, as well as at the request of:

• member of the board of directors;
• member of the audit commission (auditor) of the company;
• the company's auditor;
• executive body of the company.

The quorum for holding a meeting of the board of directors of the company is determined by its charter, but should not be less than half of the number of elected members of the board of directors of the company. If for any reason (illness, death, etc.) the number of members of the board of directors becomes less than the number constituting the specified quorum, the board of directors of the company is obliged to decide on holding an extraordinary general meeting of shareholders for by-elections or their own re-election.

When resolving issues at meetings of the Board of Directors, each of its members has one vote. The transfer of voting rights by a member of the company's board of directors to another person, including another member of the company's board of directors, is not allowed. The charter of the company may provide for the right of the casting vote of the chairman of the board of directors in the event of an equality of votes of the members of the board of directors when resolving one or another issue on the agenda. The charter of a joint-stock company may provide for the possibility of taking into account, when determining the presence of a quorum and the results of voting, the written opinion of a member of the board of directors of the company who is absent at a meeting of the board of directors of the company on the issues of its current agenda, as well as the possibility of making decisions by the board of directors of the company by absentee voting.

The procedure for the work of the board of directors is practically not determined by law, and shareholders are granted the right to independently regulate it. Considering that the board of directors is the most important governing body, on the decisions of which many aspects of the joint-stock company's activities depend and the interests of all shareholders without exception are affected, this procedure is usually formalized by the company's internal documents or determined in its charter.

for causing losses to a joint-stock company or its shareholder: theory and practice.

According to Art. 53 of the Civil Code of the Russian Federation, a legal entity acquires civil rights and assumes civil obligations through its bodies acting in accordance with the law, other legal acts and constituent documents.

Based on this norm, the activity of the Company is the activity of the governing bodies. On the other hand, the governing bodies are specific people who may act and not always in the interests of the Company. And precisely because of this human factor Legislation provides for mechanisms to hold members of governing bodies accountable.

Why is the activity of the Board of Directors so important for the shareholder and the Company?

The competence of the Board of Directors is determined by Article 65 of Federal Law No. 208 of December 26, 1995. On Joint-Stock Companies (hereinafter referred to as the Law on Joint-Stock Companies), we present below a number of powers that are exclusive to the Board of Directors and cannot be transferred to another body:

Determination of priority areas of the company's activities;

Convening annual and extraordinary general meetings of shareholders;

Placement by the company of bonds and other issue-grade securities;

Determination of the price (monetary valuation) of the property, the price of placement and redemption

emissive securities;

Approval of major transactions;

Approval of transactions in which there is an interest.

The above list is impressive. The Board of Directors plans the work of the Company, determines the direction of its development, controls the activities of the executive body, plays a significant role in ensuring the normal functioning of other management bodies.

Naturally, abuse of powers by members of the Board of Directors can cause significant harm to both the Company and its shareholders.

In this article, we will consider the mechanism for recovering losses from members of the Board of Directors that arose in connection with their illegal actions, provided for in the JSC Law. Judicial practice will help us to see how this happens in real life, the analysis of which we will also pay enough attention to.

1. Who and to whom can file a claim for recovery of damages from a member of the Board of Directors.

Paragraph 2 of Art. 71 of the JSC Law provides that members board of directors (supervisory board) of the company, the sole executive body of the company (hereinafter referred to as the director), the temporary sole executive body, members of the collegial executive body of the company (hereinafter referred to as the board), as well as the managing organization or the manager (hereinafter jointly managers) are liable to society behind losses caused to society by their guilty actions (inaction), unless other grounds and amount of liability are established by federal laws.

Until July 1, 2006, managers were responsible only to the Company. In July, a new Chapter XI.1 was introduced into the JSC Law. Acquisition of more than 30 percent of shares open society. As a result, Article 71 has also undergone changes, now the directors of a joint-stock company are subject to independent liability both to the joint-stock company itself and to its shareholders for losses caused by their guilty actions (inaction) that violate the procedure for acquiring shares of an open company, provided for in Chapter XI. 1 of the JSC Law.

After analyzing the provisions of Article 71 of the JSC Law, it is necessary to immediately point out the following basic points that affect the correct determination of the parties in the litigation for the recovery of damages:

1. A claim for the recovery of losses is filed not with the Board of Directors (since it is a management body), but with its specific members.

The management bodies of the Company are its structural subdivisions, which are not recognized by civil law as subjects of civil law. Members of the Board of Directors - individuals, subjects of civil law, legal status which is determined based on general provisions legislation, charter and other local regulations of the joint-stock company. The claim must contain the data of a particular citizen (or several citizens), whose actions, in the opinion of the Company or the shareholder, caused him losses.

2. Members of the company's Board of Directors who voted against a decision that caused losses to the company or a shareholder, or who did not take part in the voting, are not liable.

3. If several persons are liable for losses, their liability to the company / shareholder is joint and several. This provision means that the company has the right to demand compensation for losses in full from any of the co-violators (from any member of the board of directors who committed an unlawful act), which subsequently, on the basis of Article 325 of the Civil Code of the Russian Federation, will be able to demand compensation from the remaining violators in a recourse order.

Here you need to pay attention to two points. Firstly, that the shareholder files a lawsuit in the interests of the Company! In the event that a shareholder asks to recover losses in favor of himself, and not of the Company, he will be refused.

Secondly, it is important that the shareholder filing the claim holds a specified number of shares, both at the time of the wrongful act and at the time of the filing of the claim. Otherwise, the claim will also be denied.

5. A shareholder (regardless of the number of shares) has the right to file a claim against a member of the Board of Directors if he has suffered losses due to the latter’s guilty actions (inaction) that violate the procedure for acquiring more than 30 percent of the shares of an open company, established by Chapter XI.1 of the JSC Law. We repeat that this is the only basis on which a shareholder has the right to bring a claim against members of the Board of Directors with a claim for the recovery of damages in his benefit (and not the Society).

2. Grounds for satisfaction of claims for recovery of losses from a member of the Board of Directors in favor of the Company.

The general rules for compensation for losses are established by Article 15 of the Civil Code of the Russian Federation, which states that a person whose right has been violated may demand full compensation for the losses caused to him, unless the law or the contract provides for compensation for losses in a smaller amount. In the context of Article 71 of the JSC Law: the person whose right is violated is the Company itself, and the violated right is the right to conscientious and reasonable performance of their functions by managers (and members of the Board of Directors, respectively).

We note the features of the status of a member of the Board of Directors, in comparison with other managers:

Unlike a director (member of the board), he is not a member of labor relations with the Society;

Unlike the managing organization/manager, he does not enter into special agreements with the Company that clearly define the rights, duties and responsibilities of each of the parties.

From this it follows that in fact the relationship between a member of the Board of Directors and the Company is regulated only by the JSC Law and the Charter (in some Companies there is also a Regulation on the Board of Directors). Therefore, the recovery of damages will be based on a violation not contractual obligation(written in an employment or civil contract), but established by the JSC Law.

In any cases of recovery of damages, the presence of the following circumstances is proved: a) the presence of unlawful actions of a person; b) damages caused; c) a causal relationship between actions and harm caused. An optional circumstance is the presence of the fault of the tortfeasor, since in some cases the legislation provides for innocent liability.

The claim for recovery of damages from a member of the Board of Directors will be satisfied if the Claimant proves the presence of a combination of circumstances:

A member of the Board of Directors acted guilty and unlawful,

As a result of his actions, the Company or the shareholder was harmed,

There is a causal relationship between actions and harm.

Below we will dwell on each of the named elements of the subject of proof.

Proving wrongfulness and guilt of actions (inaction) of a member of the Board of Directors.

Illegal is such behavior that violates the mandatory norms of law or the terms of contracts sanctioned by law, including those not directly provided for by law, but not contrary to the general principles and meaning of civil law.

The behavior of a member of the Board of Directors can be considered unlawful if, in the course of his activities, he violates:

a) legislation (including special rules on joint-stock companies),

b) local norms of the Company itself (provisions of the Charter and other internal acts),

c) business practices.

Based on practice, the most common violations by members of the Board of Directors are as follows:

Violation of the rules for convening and holding the annual general meeting of shareholders;

Failure to conduct an independent assessment to determine the price (monetary value) of the acquired or alienated property;

Failure to comply with the requirements of the law when concluding major transactions by the Company, as well as transactions in which there is an interest;

Failure to take actions to select the registrar of the company, approve the terms of the contract with him;

Violation of the rules for holding meetings of the Board of Directors and drawing up minutes of the meeting.

In our opinion, the absence indicative list actions of members of the Board of Directors that may result in losses for the Company is an omission of the Law. For example, the stock law Federal Republic In Germany, such a list contains, it mentions: the return of deposits to shareholders; payment of interest or part of profit to shareholders; acquisition of own shares or shares of other companies, acceptance of shares as a pledge; issuance of shares until full payment of the face value; distribution of the company's property; making payments in such an amount that it led to the insolvency of the joint-stock company; granting a loan; providing remuneration to members of the supervisory board, etc.

When evaluating the activities of a member of the Board of Directors, the court is guided not only by the letter of the law, but also the principle of conscientiousness and reasonableness of the manager's activities. The need for analysis in terms of this principle follows from paragraph 1 of Art. 71 of the JSC Law, which establishes the obligation of any manager to exercise his rights and fulfill his obligations in relation to the company in good faith and reasonably.

Despite the fact that the terms good faith and reasonableness are becoming more and more used in various branches of Russian law, legislative acts do not contain definitions that would reveal their essence or criteria to identify their presence in specific actions or inaction.

At present, the provisions of paragraph 6.1.1 can be called the most normative explanations of the analyzed principles. Code of Corporate Conduct (act of a recommendatory nature):

The conscientiousness and reasonableness of the manager means that he has shown the care and discretion that should be expected from a good leader, and has taken all necessary measures for the proper performance of his duties;

The manager is considered to be acting reasonably and in good faith if he is not personally interested in making a specific decision and has carefully studied all the information necessary for making a decision; at the same time, other accompanying circumstances must indicate that he acted exclusively in the interests of society.

It must be borne in mind that the reasonable and conscientious actions of managers and the proper performance of their duties may still turn out to be incorrect and entail negative material consequences for society.

How do the presence of unlawfulness in the actions of a member of the Board of Directors and non-compliance with the principle of good faith and reasonableness correlate? In our opinion, the latter absorbs the former. That is, not any dishonesty and unreasonableness is expressed in violation of established norms and rules, but any violation of established norms and rules means bad faith of the manager's behavior (since violation of the latter is possible only consciously).

Therefore, if the requirements of the legislation are violated, there is no question of a special establishment of bad faith of a member of the Board of Directors. It is much more difficult if the manager acted, from the point of view of law and the Charter, correctly, but actually caused losses to the Company, and the nature of his actions shows bad faith.

For example, the Articles of Association stipulate that the Board of Directors approves transactions in which property is alienated, the value of which exceeds 15 percent of the book value of the company's assets. At the same time, the Charter does not stipulate the obligation to conduct a mandatory independent assessment to determine the market price of such property. For example, the revaluation of the book value of the Company's property has not been carried out since the 90s. As a result, the book value of the property can be ten times less than its real market value. And so, the Board of Directors approves the transaction, according to which the property is sold for a price slightly higher than its book value (almost for next to nothing), as a result, the Company incurs losses. Yes, formally the Board of Directors did not violate the norms on the approval of the transaction. The meeting was held, there was a quorum, the decision was made unanimously. However, this transaction is clearly not in the interests of the Company and is not conscientious and reasonable from the standpoint of any caring manager.

In the considered case, if the Company (a shareholder in the interests of the Company) goes to court, it will prove wrongfulness through violation by the members of the Board of Directors of their duty to act reasonably, in good faith and in the interests of the Company.

However, the courts assume that reasonable commercial risk in the actions of the managers of a joint-stock company cannot in itself be regarded as evidence of its dishonesty and reasonableness. It must be borne in mind that the court assesses the degree of reasonableness at its own discretion, which is why disputes in this category of cases are so complex.

The JSC Law in Article 71 directly establishes the liability of a manager (including a member of the Board of Directors) for losses incurred only if it is established guilt.

This provision is consistent with the general norm of paragraph 1 of Article 401 of the Civil Code of the Russian Federation, according to which a person who has not fulfilled an obligation or has performed it improperly, is liable if there is fault (intent or negligence), except when other grounds for liability are provided for by law or an agreement.

In theory, there are two main approaches to determining guilt in civil law:

1. The objectivist concept proceeds from the fact that guilt is not subjective, that is, it is not tied to a particular person's assessment of his actions. Guilt here is determined through the person's failure to take objectively possible measures to eliminate or prevent the negative results of his behavior dictated by the circumstances. specific situation. Such an understanding allows the court to confine itself to comparing behavior with the real situation, including the nature of the obligations on it, the conditions of turnover and the requirements of care and discretion arising from them, which a reasonable and conscientious participant in the turnover should exercise.

2. The subjectivist concept proceeds from the fact that guilt is associated with mental processes occurring in the human mind. However, it is obvious that the investigation of mental processes is beyond the power of the court. Therefore, the court (or another subject that establishes guilt) makes a conclusion about the presence of guilt from the very behavior of the person when examining the personality traits of the tortfeasor himself.

It is impossible to say unequivocally which principle should be followed. Courts take both approaches.

In the light of the foregoing, it is clear that in order to hold a manager (including a member of the Board of Directors) liable, it is necessary to analyze his actions that led to losses in terms of good faith and reasonableness, as well as guilt. We fully support the point of view of B.R. Karabelnikov that the responsibility of a member of the board of directors is the responsibility of a guilty violation of an extra-contractual obligation of good faith and reasonableness.

In this regard, it is important to answer the question: whether there is a presumption of conscientious and reasonable behavior of the manager, until proven otherwise, or vice versa, he himself has the obligation to prove the absence of guilt in his actions?

In our opinion, two situations should be distinguished:

1) a member of the Board of Directors has directly violated the norms of the law or the Charter in his activities; in this case, we agree with Makovskaya A.A. on the presumption of guilt of the manager, since according to paragraph 2 of Art. 401 of the Civil Code of the Russian Federation, the absence of guilt is proved by the person who violated the obligations.

2) the actions of a member of the Board of Directors were within the framework of the law and the Charter, but there are doubts about their good faith and reasonableness.

In this case, we believe the burden of proof will be on the plaintiff. In support of this, in our opinion, the position of the Presidium of the Supreme Arbitration Court of the Russian Federation, which in 2007 considered the case on the claim of shareholder N against the general director M for the recovery in favor of the Company of losses caused by the guilty inaction of the director, testifies to this.

The circumstances of the case are as follows: General Director M entered into an agreement with the Supplier for the supply of flour. After the delivery, the Company did not make the payment, in connection with which the Supplier applied to the court; by a court decision, the Company recovered the debt, penalties, as well as the amount of legal expenses (state duty) in favor of the Supplier. Believing that the dispute on the collection of debt for the delivered flour arose due to the inaction CEO M, and the collected state fee for the consideration of the case is a loss for the company caused by the guilty actions of M, shareholder N applied to the arbitration court.

By decision of the court of first instance, the claim was dismissed. The court recognized unproven bad faith actions of the defendant. The court considered that the commission of actions by the head in compliance with the customs of business turnover excludes his guilt in causing losses to the plant. By decisions of higher courts, the decision was canceled, the claim was satisfied. The Supreme Arbitration Court of the Russian Federation canceled the acts of the appellate and cassation instances, leaving the decision of the court of first instance in force, formulating the following important legal positions in the Resolution:

1) when determining the grounds and amount of responsibility of officials, it is prescribed to take into account the usual conditions of business transactions and other circumstances relevant to the case; this involves an assessment in each specific case of all the circumstances with which the considered actions (inaction) and the resulting consequences are associated;

2) the general director cannot be found guilty of causing losses to the company if he acted within the limits of a reasonable entrepreneurial risk;

3) since the reasonableness and good faith of the participants in civil legal relations presumed(Clause 3 of Article 10 of the Civil Code of the Russian Federation), the plaintiff must prove the bad faith and unreasonableness of the actions that resulted in the infliction of losses;

4) determining the single fact of collecting the state fee in a particular case as losses, the courts did not investigate the reasons for the late payment of the supplied flour, financial condition plant at the time of the indebtedness, the measures taken by the general director to prevent losses.

Considering that one article in the JSC Law regulates holding all managers accountable, in our opinion, the positions formed by the Supreme Arbitration Court of the Russian Federation in relation to the sole executive body will be applied by the courts in relation to members of the Board of Directors.

From the above positions of the Presidium of the Supreme Arbitration Court of the Russian Federation and the existing refusal judicial practice, we can conclude that it is very difficult for plaintiffs to prove the bad faith and guilt of the manager's actions.

Proving the amount of damages caused and the causal relationship between illegal actions (inaction) and the resulting losses.

The company must prove not only the fact of non-fulfillment or improper fulfillment by a member of the Board of Directors of his duties, but also that losses have occurred as a result of this; It should be noted that in practice it is extremely problematic to prove the existence, size of losses, especially the causal relationship of losses with the actions of the above-mentioned subjects.

Since Article 71 of the JSC Law does not provide otherwise, the liability is full, i.e. compensation is subject to both actual damage and lost profits. According to paragraph 2 of Art. 15 of the Civil Code of the Russian Federation: real damage - expenses that a person whose right has been violated has made or will have to make to restore the violated right, loss or damage to his property; Lost Profit - non-received income that this person would have received under normal conditions of civil circulation if his right had not been violated.

In practice, losses may consist in the fact that as a result of illegal actions:

The company's assets have decreased;

Unreasonable expenses have arisen (it is necessary to attract loans, make decisions on an additional issue of shares, sell property) to restore the company's solvency, settle accounts with creditors, etc.

An error in qualifying damages can be costly. For example, the Federal Arbitration Court of the Moscow District canceled the acts of lower instances that qualified the losses incurred by the company as a result of the sale by the general director of the premises at a price of more than 16 times lower than its market value, as direct actual damage. He indicated in the decision that under the loss of property within the meaning of paragraph 2 of Article 15 of the Civil Code Russian Federation should be understood as deprivation of property as a result of unlawful, illegal actions. The alienation of property on the basis of a civil law transaction that has not been recognized by the court as invalid cannot be regarded as the loss of this property by the seller. The conclusion of the court of both instances that the difference in the sale price of the premises and its value, determined on the basis of the report on the market valuation of the value of the disputed property dated July 16, 2004, constitutes real damage to the Company, cannot be recognized as correct, since, firstly, the information reports on the market value are assumed, and secondly, when concluding a contract of sale, the parties are free to determine the sale price of the property.

So, how can you confirm the fact and size of the losses caused to society? In our opinion, they can be confirmed:

A) judicial acts, which have entered into force, on invalidating

Transactions approved by the Board of Directors,

Decisions of meetings of shareholders (which were convened and held by members of the board of directors),

B) acts of valuation of property sold by the company at a knowingly low price,

C) the financial statements of the company (the presence of losses in the balance sheet),

D) judicial acts confirming the initiation of bankruptcy proceedings of the company,

E) claims of creditors on the issue of non-fulfillment of obligations due to the insolvency of the company, court decisions on the collection of debts from the company, evidence indicating that the company has taken measures to restore solvency and settlements with creditors (loan agreements), etc.

When evaluating evidence (judicial acts that have entered into force), the courts will take into account the existence of a causal relationship between the illegal actions of a member of the Board of Directors and the recognition by the court of contracts (decisions of meetings) as invalid, the initiation of bankruptcy proceedings by the court, taking into account also the causal relationship the circumstances that served as the basis for the adoption by the courts of these decisions with a decrease in the assets of the company.

For example, an interesting case was considered by the Arbitration Court of the city of St. Petersburg and the Leningrad Region. The shareholder filed a claim against the members of the Board of Directors for the recovery of losses caused to the Company by the actions of the members of the Board of Directors who made a decision to recommend the amount of dividends on preferred shares in excess of the amount established by the Company's charter.

As a result of the decision, as indicated by the plaintiff, dividends on preferred shares were paid in an amount exceeding 147470760 rubles. the amount payable under the Articles of Association, which, in the plaintiff's opinion, resulted in the loss. The court refused to satisfy the stated requirements, including due to the lack of a causal relationship between the actions of the board of directors and the fact of paying dividends.

According to the JSC Law, the decision on recommendations on the payment of dividends on shares and the procedure for their payment falls within the exclusive competence of the board of directors, however, the decision on the payment of annual dividends on shares of each category (type) is made by the general meeting of shareholders.

Thus, the courts concluded that there was no causal relationship between the actions of the board of directors and the claimed losses, since the basis for the payment of dividends was not the decision of the board of directors, but the decision of the general meeting of shareholders.

Conclusion.

Summing up, we can say that the recovery of losses from members of the Board of Directors, however, as well as from other managers, is a complicated procedure. In cases of this category, the plaintiff will have to prove the presence of a combination of circumstances: the guilt and wrongfulness of the actions of a member of the Board of Directors, the fact and amount of the harm caused, the causal relationship between them. As the analysis shows, the essential difficulties in proving are:

Insufficient theoretical and regulatory development of criteria for the conscientiousness and reasonableness of a manager's behavior;

Absence of a legislatively fixed list of actions of members of the Board of Directors that may result in losses for the Company (shareholder);

The absence of a legislatively fixed approximate list of evidence that can confirm the fact and amount of damages.

In our opinion, these shortcomings could be partially offset by the adoption by the Supreme Arbitration Court of the Russian Federation of special clarifications on the issue of holding members of the management bodies of a joint-stock company liable for losses caused by their unlawful actions (inaction).

Taglin W.

In order to improve corporate governance and introduce the best corporate governance practices in the Russian financial market, the Bank of Russia recommends that public joint stock companies apply the attached regulations on the board of directors and committees of the board of directors of a public joint stock company.

6.6. Secretary of the Board of Directors of the Company:

receives requests to convene meetings of the board of directors and documents necessary for the formation of the agenda and preparation of meetings of the board of directors;

forms the draft agenda of meetings of the board of directors and submits them for approval to the chairman of the board of directors;

informs the members of the Board of Directors about the meetings of the Board of Directors of the Company by sending a notice of the meeting, the approved agenda of the meeting, documents and materials for the meeting, as well as voting ballots in case the meeting is held by absentee voting;

accepts voting ballots filled in by members of the Board of Directors of the Company and sums up the results of voting on issues, decisions on which are made by absentee voting;

keeps minutes of in-person meetings of the board of directors, prepares minutes of meetings held by absentee voting, and submits them for signature to the chairman of the board of directors or another person presiding over the meeting;

performs other functions in accordance with these Regulations, other internal documents of the Company and instructions of the Chairman of the Board of Directors of the Company.

7.1. Meetings of the Board of Directors of the Company are held at least once every two months in accordance with the work plan approved by the Board of Directors of the Company. The work plan of the Board of Directors of the Company must contain a list of issues to be considered at the relevant meetings. Unscheduled meetings of the Board of Directors are held at the initiative of the Chairman of the Board of Directors of the Company, at the request of a member of the Board of Directors of the Company, the Audit Commission (Auditor) of the Company or the Auditor of the Company, the executive body of the Company, as well as a shareholder (shareholders) owning in the aggregate at least two percent of the placed ordinary shares of the Company.

7.2. The notice of the meeting is sent to the members of the Board of Directors of the Company in the manner that ensures its prompt receipt and is most acceptable to the members of the Board of Directors ( by registered mail, delivery against signature, according to e-mail, facsimile or other communication).

7.3. Under normal circumstances, the members of the Board of Directors of the Company must be notified of the date and time of the meeting, the form of its holding and the agenda, with the attachment of materials related to the agenda, no later than five calendar days before the date of the meeting. At the same time, the period of notification in any case should ensure the possibility of preparing members of the Board of Directors of the Company for a meeting of the Board of Directors of the Company.

7.4. Members of the Board of Directors should be able to familiarize themselves with the work plan and schedule of meetings of the Board of Directors of the Company in advance. Conclusions of the committees of the Board of Directors of the Company and (or) independent directors of the Company on the agenda items must be provided for review to the members of the Board of Directors no later than five calendar days before the date of the relevant meeting.

7.5. The form of the meeting of the Board of Directors of the Company is determined taking into account the importance of the agenda items.

7.6. Meetings of the Board of Directors of the Company are held in person, at which the following agenda items are considered:

1) approval of priority areas of activity and the financial and economic plan of the Company;

2) convening an annual general meeting of shareholders and making decisions necessary to convene and hold it, convene or refuse to convene an extraordinary general meeting of shareholders;

3) preliminary approval of the annual report of the Company;

4) election and re-election of the Chairman of the Board of Directors of the Company;

5) formation of executive bodies of the Company and early termination of their powers, if the Charter of the Company refers this to the competence of the Board of Directors of the Company;

6) suspension of the powers of the sole executive body of the Company and appointment of a temporary sole executive body, if the charter of the Company does not refer the formation of executive bodies to the competence of the board of directors of the Company;

7) submission for consideration by the general meeting of shareholders of issues of reorganization (including determination of the conversion factor of the Company's shares) or liquidation of the Company;

8) approval of significant transactions of the Company;

9) approval of the registrar of the Company and the terms of the contract with him, as well as termination of the contract with the registrar;

10) submission for consideration by the general meeting of shareholders of the issue of transferring the powers of the sole executive body of the Company to a managing organization or manager;

11) consideration of significant aspects of the activities of legal entities controlled by the Company;

12) issues related to the receipt by the Company (sending by the Company) in accordance with the provisions of Chapter XI.1 of the Federal Law "On Joint Stock Companies" of a mandatory or voluntary offer to purchase securities, notification of the right to demand the repurchase of securities, a demand for the repurchase of securities ;

13) issues related to the increase in the authorized capital of the Company (including the determination of the price of property contributed as payment for additional shares placed by the Company);

14) consideration of the financial activity of the Company for the reporting period (quarter, year);

15) issues related to the listing and delisting of the Company's shares and securities convertible into the Company's shares;

16) consideration of the results of the assessment of the effectiveness of the work of the Board of Directors of the Company, executive bodies and other key executives of the Company;

17) decision-making on remuneration of members of the executive bodies and other key executives of the Company;

18) approval of an internal document of the Company that defines the Company's risk management policy;

19) approval of the internal document of the Company, which determines the dividend policy of the Company.

7.7. Significant transactions of the Company, in which there is an interest of the controlling person of the Company, before consideration of the issue of approval (obtaining consent to make) such transactions at a meeting of the Board of Directors of the Company, including when this issue is submitted to the general meeting of shareholders, must be considered by the independent directors of the Company . The materials for the relevant meeting of the Board of Directors of the Company shall include documents reflecting the position of the independent directors of the Company on the issue of approval (obtaining consent to make) the said transactions.

7.8. The quorum for holding meetings of the Board of Directors of the Company is determined by the Articles of Association of the Company, but should not be less than half of the number of elected members of the Board of Directors of the Company.

7.9. Decisions on the agenda of a meeting of the Board of Directors of the Company are taken by a majority of votes of its members participating in the meeting, except for the cases provided for by the Federal Law "On Joint Stock Companies", other federal laws and the articles of association of the Society. Each member of the board of directors has one vote.

In case of equality of votes, the vote of the Chairman of the Board of Directors of the Company shall be decisive. The transfer of voting rights by a member of the Board of Directors of the Company to another person, including another member of the Board of Directors of the Company, is not allowed.

7.10. When holding meetings of the Board of Directors of the Company in person, to determine the presence of a quorum and the results of voting, a written opinion on the agenda of the meeting of a member of the Board of Directors of the Company absent from the meeting is taken into account. The corresponding written opinion of a member of the Board of Directors of the Company may be sent to the Secretary of the Board of Directors by telephone, electronic communication or in any other way that ensures the proper identification of the person who sent it and its prompt sending and receiving.

7.11. Members of the Board of Directors of the Company who are absent at the meeting venue have the right to participate in the discussion of agenda items and voting remotely - via conference and video conference calls.

7.12. The Company ensures the maintenance and storage of transcripts of meetings of the Board of Directors of the Company or the use of other recording methods that allow reflecting the positions of each member of the Board of Directors of the Company on the agenda items of the meeting. Oral dissenting opinions of members of the Board of Directors of the Company are recorded in the minutes of the relevant meeting, written dissenting opinions of members of the Board of Directors of the Company are attached to the minutes of meetings of the Board of Directors of the Company and are an integral part of them.

8.2. The committees consist of members of the Board of Directors of the Company. The Committees preliminary consider issues related to the competence of the Board of Directors of the Company and submit recommendations to the Board of Directors of the Company.

8.3. The Audit Committee contributes to the effective performance of the functions of the Board of Directors of the Company in terms of control over the financial and economic activities of the Company.

8.4. The Remuneration Committee preliminary considers issues related to the formation of an effective and transparent remuneration practice.

8.5. The Committee for Nominations (Appointments, Personnel) preliminary considers issues related to the implementation personnel planning(succession planning), the professional composition and performance of the board of directors.

8.6. The Board of Directors of the Company approves the regulations on its committees, which determine the procedure for work, competence and duties, requirements for the composition of the relevant committees.

8.7. The chairmen of the committees must regularly inform the Board of Directors of the Company and its chairman about the work of their committees.

8.8. The committees must annually submit reports on their work to the Board of Directors of the Company.

IX. Identification and prevention of conflict of interests of members of the Board of Directors of the Company

9.1. Members of the Board of Directors of the Company must refrain from actions that will lead or may lead to a conflict of interest.

9.2. In the event of a potential conflict of interest for a member of the Board of Directors of the Company, including if there is an interest in the Company's transaction, such a member of the Board of Directors of the Company must notify the Board of Directors of the Company by sending a notice to its chairman or secretary. The notice must contain information both about the fact of the existence of a conflict of interest, and about the grounds for its occurrence. Information about the conflict of interest, including the interest in the transaction, shall be included in the materials provided at the meeting to the members of the Board of Directors of the Company. In any case, the specified information must be provided before the discussion of the issue on which a member of the Board of Directors has a conflict of interest at a meeting of the Board of Directors of the Company or its committee with the participation of such a member of the Board of Directors of the Company.

9.3. The Chairman of the Board of Directors of the Company, in cases where the nature of the issue under discussion or the specifics of a conflict of interest so requires, has the right to propose to a member of the Board of Directors of the Company who has a corresponding conflict of interest not to be present at the discussion of such an issue at the meeting.

9.4. Members of the Board of Directors of the Company and persons related to them are prohibited from accepting gifts from parties interested in making decisions, as well as using any other direct or indirect benefits provided by such persons (with the exception of symbolic signs of attention in accordance with generally accepted rules of courtesy or souvenirs during official events).

9.5. Members of the Board of Directors of the Company must notify the Board of Directors of the Company of their intention to take a position in the management bodies of other organizations and immediately after being elected (appointed) to the management bodies of other organizations - of such election (appointment). The notification must be sent to the Chairman of the Board of Directors of the Company and the Secretary of the Board of Directors within a reasonable time before the date when a member of the Board of Directors of the Company agreed to his election (appointment) to the management body of another organization and after the date of his election (appointment) to the management body of another organization. organizations.

10.1. The Board of Directors ensures that the performance of the Board of Directors, its committees and members of the Board of Directors is assessed. The purpose of assessing the quality of the work of the board of directors is to determine the degree of efficiency of the work of the board of directors, its committees and members of the board of directors, the compliance of their work with the needs of the Company's development, the revitalization of the work of the board of directors and the identification of areas in which their activities can be improved.

10.2. The work of the board of directors, committees and members of the board of directors is evaluated on a regular basis, at least once a year. The methodology (methodology) of such assessment is preliminary considered by the nominations committee and approved by the Board of Directors of the Company.

10.3. Evaluation of the effectiveness of the work of the chairman of the board of directors is carried out by independent directors, taking into account the opinions of all members of the board of directors.

10.4. To conduct an independent assessment of the quality of the work of the board of directors, the board of directors periodically, but at least once every three years, engages an external organization (consultant), determined by the board of directors at the suggestion of the nomination committee.

10.5. Based on the results of the assessment, the chairman of the board of directors, taking into account the recommendations of the committee on nominations, formulates proposals for improving the work of the board of directors and its committees. Based on the results of an individual assessment, the chairman of the board of directors, if necessary, makes recommendations on improving the qualifications of members of the board of directors. Based on the results of the recommendations, the Company forms and conducts individual programs and training sessions supervised by the chairman of the board of directors.

10.6. The Company discloses information on the evaluation of the work of the Board of Directors in the Company's annual report.

XI. Approval and amendment of the Regulations

11.1. This Regulation shall enter into force after its approval by the General Meeting of Shareholders of the Company and may be amended at any time in the same manner.

*(2) The company must indicate the number of members of the board of directors in accordance with its charter or decision of the general meeting of shareholders, which, in accordance with paragraph 2 of Article 66 of Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies", cannot be less than 5 (five) members, for companies with more than 1,000 shareholders owning voting shares - less than 7 (seven) members, and for companies with more than 10,000 shareholders owning voting shares - less than 9 (nine) members.

*(3) In the event that the powers of the sole executive body of the Company are transferred under an agreement to a managing organization.

*(4) The Company may provide that the functions of the secretary of the board of directors are performed by the corporate secretary (department of the corporate secretary) of the Company.

*(5) If the Charter of the Company defines the right of a shareholder to demand the convocation of a meeting of the Board of Directors of the Company. The Charter of the Company, taking into account the scale of its activities and the risks it takes, may determine a smaller number of ordinary shares of the Company, which in the aggregate must be owned by a shareholder (shareholders) in order to have the right to demand the convening of a meeting of the Board of Directors of the Company.

*(6) The Company may indicate specific methods for sending notifications to members of the Board of Directors about holding meetings of the Board of Directors of the Company.

*(7) The Company, taking into account the scale of its activities and the risks it takes, may specify a longer period for notifying members of the Board of Directors of a meeting of the Board of Directors of the Company.

*(8) The Company, taking into account the scale of its activities and the risks it takes, may specify a longer period for providing for review the conclusions of the committees of the Board of Directors and (or) independent directors of the Company on the agenda of the meeting of the Board of Directors of the Company.

*(9) Determined in accordance with the Charter of the Company.

*(10) Determined in accordance with the Charter of the Company.

*(11) The Company may indicate specific ways of fixing, allowing to reflect the positions of each member of the Board of Directors on the agenda items of the meeting.

*(12) The Company may specify another possibly short reasonable period for holding the first meeting of the Board of Directors.

*(13) Taking into account the scope of activities and the level of risk, the Company may provide for the creation of other committees of the Board of Directors (including the strategy committee, the corporate governance committee, the ethics committee, the risk management committee, the budget committee, the health committee , safety and environment, etc.).

*(14) If there is a senior independent director, the Company must reflect his key role in assessing the effectiveness of the chairman of the board of directors and in planning the succession of the chairman of the board of directors of the Company.

2.2.1. Assessment of the composition of the board of directors in terms of professional specialization, experience, independence and involvement of its members in the work of the board of directors, identification of priority areas for strengthening the composition of the board of directors.

2.2.2. Interaction with shareholders, which should not be limited to the circle of the largest shareholders, in the context of the selection of candidates for the Board of Directors of the Company. This interaction should be aimed at forming the composition of the Board of Directors that best meets the goals and objectives of the Company.

2.2.3. Analysis professional qualifications and independence of all candidates nominated to the Board of Directors of the Company, based on all information available to the Committee, as well as the formation and communication to shareholders of recommendations regarding voting on the issue of election of candidates to the Board of Directors of the Company.

2.2.4. Description of the individual duties of the directors and the chairman of the board of directors, including determining the time that should be devoted to issues related to the Company's activities, within and outside the meetings, in the course of scheduled and unscheduled work. This description (separate for members of the board of directors and for its chairman) is approved by the board of directors and handed over for familiarization to each new member of the board of directors and his chairman after their election.

2.2.5. Conducting an annual detailed formalized procedure for self-assessment or external assessment of the board of directors and committees of the board of directors in terms of the effectiveness of their work as a whole, as well as the individual contribution of directors to the work of the board of directors and its committees, development of recommendations to the board of directors regarding the improvement of the procedures for the work of the board of directors and its committees , preparation of a report on the results of a self-assessment or an external assessment for inclusion in the annual report of the Company.

2.2.6. Analysis of the current and expected needs of the Company in relation to the professional qualifications of members of the executive bodies of the Company and other key executives, dictated by the interests of competitiveness and development of the Company, succession planning in relation to these persons.

2.2.9. Preparation of a report on the results of the work of the Committee for inclusion in the annual report and other documents of the Company.

2.3. The Committee is obliged to make sure that the members of the Board of Directors of the Company are elected through a transparent procedure that allows taking into account the diversity of opinions of shareholders.

2.4. The Committee is obliged to make sure that the composition of the Board of Directors of the Company complies with the requirements of the legislation of the Russian Federation, the tasks facing the Company, and the corporate values ​​of the Company.

2.5. The Committee is obliged, including taking into account the information provided by the candidate to the Board of Directors, to assess the independence of candidates and form a conclusion on their independence. The Committee also regularly analyzes the compliance of independent members of the board of directors with the criteria for independence and ensures that information is promptly disclosed when circumstances are identified due to which a particular member of the board of directors ceases to be independent.

2.6. The committee is obliged to review the self-assessment methodology of the board of directors in advance and makes proposals to the board of directors on the approval of the self-assessment methodology and the selection of an independent consultant to evaluate the work of the board of directors.

2.7. The Committee is obliged, together with the Chairman of the Board of Directors, if necessary, to formulate proposals for improving the work of the Board of Directors and its committees, taking into account the results of the assessment. Based on the results of an individual assessment, recommendations can be given to improve the skills of individual members of the board of directors, as well as individual training programs (trainings) are formed and conducted. The Committee exercises control over the implementation of such programs jointly with the Chairman of the Board of Directors.

2.8. The Committee is obliged to timely inform the Board of Directors of its reasonable concerns and any circumstances uncharacteristic for the Company's activities that become known to the Committee in connection with the exercise of its powers.

2.9. The Committee is accountable in its activities to the Board of Directors of the Company and reports to it on each meeting of the Committee held.

III. Composition of the Committee

3.2.1. The majority of Committee members must be independent directors.

3.2.2. The Chairman of the Committee is an independent director.

3.3. If the Chairman of the Committee is the Chairman of the Board of Directors of the Company, he cannot act as Chairman at the meeting of the Committee, which considers the issues of planning the succession of the Chairman of the Board of Directors or developing recommendations regarding his election.

3.4. The Chairman of the Committee is determined by the Board of Directors on the proposal of the Chairman of the Board of Directors.

3.5. Chairman of the Committee:

3.6. When joining the Committee, its members of the Committee must be explained in detail their functions and powers. Members of the Committee should be given the opportunity, if necessary, at any time to receive training necessary for the performance of their functions.

IV. Working procedure of the Committee

4.1. Committee meetings

4.1.1. The Committee meets on a regular basis as needed, but at least twice a year. If necessary, the Committee holds extraordinary meetings.

4.2. Committee Secretary

4.2.1. The Secretary of the Committee is the Secretary of the Board of Directors of the Company.

______________________________

*(1) In addition to the above powers, the Company has the right to grant the Committee additional powers.

*(2) This function may be performed by the board of directors.

*(3) Specifies the number of members of the Committee.

*(6) The Company has the right to establish more stringent requirements for the quorum for holding meetings of the Committee, including depending on the issues included in the agenda of the meetings of the Committee.

Position
on the remuneration committee of the board of directors of a public joint stock company (approximate)

Approved
decision of the board of directors
PJSC "_____________________",
minutes of the meeting dated ______._____.20__
№__________

I. General provisions

1.1. This Regulation (hereinafter referred to as the "Regulation") defines the main objectives of the activities, the competence and powers of the Remuneration Committee of the Board of Directors (hereinafter referred to as the "Committee"), as well as the procedure for forming the composition of the Committee and the procedure for its work.

1.2. The Committee is a collegial advisory body established to assist the Board of Directors in considering issues related to the formation of an effective and transparent practice of remuneration for members of the Board of Directors of the Company, executive bodies and other key executives of the Company. The activities of the Committee are carried out in accordance with the competence determined by the Regulations. The Committee is not a management body of the Company in accordance with the legislation of the Russian Federation.

1.3. The Committee provides the Board of Directors with opinions and recommendations on the issues under consideration within its competence. The Committee provides the Board of Directors with an annual report on the work done, as well as a report on its activities at any time at the request of the Board of Directors.

1.4. In carrying out its activities, the Committee is guided by the legislation of the Russian Federation, the Company's Articles of Association, the Company's internal document regulating the activities of the Company's Board of Directors (on the Company's Board of Directors), these Regulations and other internal documents of the Company, as well as the Corporate Governance Code recommended for application by the letter of the Bank of Russia dated 04/10/2014 No. 06-52/2463 "On the Corporate Governance Code".

II. Competence and obligations of the Committee

2.1. The purpose of the Committee's activity is to assist the Board of Directors of the Company in determining the remuneration policy and monitoring its implementation.

2.2. The competence and duties of the Committee include:

2.2.1. Development and periodic review of the Company's policy on remuneration of members of the Board of Directors, executive bodies and other key executives of the Company, including the development of parameters for short-term and long-term motivation programs for members of executive bodies and other key executives of the Company.

2.2.2. Supervision of the introduction and implementation of the Company's remuneration policy and various motivation programs.

2.2.3. Preliminary assessment of the work of the executive bodies and other key executives of the Company in the context of the criteria laid down in the remuneration policy, as well as a preliminary assessment of the achievement by these persons of the goals set within the framework of the long-term motivation program.

2.2.4. Development of conditions for early termination employment contracts with members of the executive bodies and other key executives of the Company, including all material obligations of the Company and the conditions for their provision.

2.2.5. Selection of an independent consultant on remuneration of members of the executive bodies and other key executives of the Company, and if the Company's policy requires mandatory tender procedures for the selection of the specified consultant, determining the conditions of the tender and acting as a tender commission.

2.2.6. Development of recommendations for the Board of Directors on determining the amount of remuneration and principles for remunerating the Corporate Secretary of the Company, as well as a preliminary assessment of the work of the Corporate Secretary of the Company based on the results of the year and proposals for remuneration of the Corporate Secretary of the Company.

2.2.7. Preparation of a report on the practical implementation of the principles of the remuneration policy for members of the Board of Directors, members of executive bodies and other key executives of the Company for inclusion in the annual report and other documents of the Company.

2.3. The Committee ensures that the remuneration policy adopted by the Company guarantees the transparency of all material benefits in the form of a clear explanation of the applied approaches and principles, as well as detailed disclosure of information on all types of payments, benefits and privileges provided to members of the Board of Directors, executive bodies and key executives of the Company for the performance of their duties.

2.4. When forming and reviewing the remuneration system for members of the executive bodies and other key executives of the Company, the Committee must analyze and provide recommendations to the board of directors in relation to each of the constituent parts remuneration systems, as well as their proportional relationship in order to ensure a reasonable balance between short-term and long-term performance results. For the purposes of this Regulation, short-term performance results are understood as the results of activities for a period of not more than three years, and long-term - for a period of at least five years.

2.5. The Committee supervises the disclosure of information on the policy and practice of remuneration and on the ownership of shares of the Company by members of the Board of Directors, as well as members of the executive bodies and other key executives of the Company in the annual report and on the website (page) in the Internet information and telecommunication network used by (used) by the Company for information disclosure.

2.6. The Committee is obliged to ensure that the level of remuneration paid by the Company is sufficient to attract, motivate and retain persons with the competence and qualifications necessary for the Company.

2.7. The Committee is obliged to make sure that the system of remuneration of members of the Board of Directors ensures that the financial interests of members of the Board of Directors are aligned with the long-term financial interests of the Company's shareholders.

2.8. The Committee is obliged to make sure that the system of remuneration of executive bodies and other key executives of the Company provides for the dependence of remuneration on the result of the work of the Company and their personal contribution to the achievement of this result.

2.9. The Committee is obliged to timely inform the Board of Directors of its reasonable concerns and any circumstances uncharacteristic for the Company's activities that become known to the Committee in connection with the exercise of its powers.

2.10. The Committee is accountable in its activities to the Board of Directors of the Company and reports to it on each meeting of the Committee held.

III. Composition of the Committee

3.1. The committee consists of at least three members, who are determined by the board of directors from among its members on the proposal of the chairman of the board of directors for a period until the next annual general meeting of shareholders. The Board of Directors has the right to early terminate the powers of the members of the Committee and re-form the composition of the Committee.

3.2. The requirements for the membership of the Committee are as follows:

3.2.1. The Committee is formed from independent members of the Board of Directors.

3.2.2. The Chairman of the Committee is an independent director who is not the Chairman of the Board of Directors.

3.3. The Chairman of the Committee is determined by the Board of Directors on the proposal of the Chairman of the Board of Directors.

3.4. Chairman of the Committee:

1) establish the procedure for the work of the Committee;

2) determines the priorities in the activities of the Committee and forms a plan for its work;

3) makes a decision on convening meetings of the Committee and presides over them;

4) approve the agenda of the meetings of the Committee;

5) promotes an open and constructive discussion of agenda items and the development of agreed conclusions and recommendations;

6) reports on the results of the Committee's work at meetings of the Board of Directors.

3.5. When joining the Committee, its members of the Committee must be explained in detail their functions and powers. Members of the Committee should be given the opportunity, if necessary, at any time to receive training necessary for the performance of their functions.

IV. Working procedure of the Committee

4.1. Committee meetings

4.1.1. The Committee meets on a regular basis, as needed, but at least twice a year. If necessary, the Committee holds extraordinary meetings.

4.1.2. Committee meetings are convened by the Secretary of the Committee by decision of the Chairman of the Committee.

4.1.3. The Chairman of the Committee approves the agenda and determines the duration of the meetings of the Committee, as well as ensures the effective performance by the Committee of its duties.

4.1.4. Regular (ordinary) meetings of the Committee should be held before the date of the scheduled meetings of the Board of Directors in order to ensure the possibility of timely submission of a report on the activities of the Committee to the Board of Directors.

4.1.5. A member of the Committee has the right to apply to the Chairman of the Committee with a proposal to hold an extraordinary meeting of the Committee.

4.1.6. Notification of the meeting of the Committee, indicating the agenda of the meeting, place, time and date of its holding, must be sent to each member of the Committee and other persons whose presence at the meeting of the Committee is necessary. The notification must be sent no later than five working days before the date of the meeting. The documents required for preparation and participation in the meeting must be sent to the members of the Committee, as well as other persons invited to participate in the meeting of the Committee, simultaneously with the notification. Notification of the meeting of the Committee, as well as the documents required for preparation and participation in the meeting, may be sent via telecommunications or other communication channels that make it possible to reliably identify the sender, including by e-mail.

4.1.7. By decision of the Chairman, the Committee may hold meetings via videoconference or telephone communication. The Chairman has the right to ask the Committee to decide on the documents under consideration by exchanging messages by e-mail, fax and letters.

4.1.8. Taking into account the specifics of the issues considered by the Committee, the presence at the meetings of the Committee of persons who are not members of the Committee is allowed only at the invitation of the Chairman of the Committee.

4.1.9. The Chairman of the Committee, if necessary, invites any officials of the Company to participate in the meetings of the Committee, and also, on a permanent or temporary basis, invites independent consultants (experts) to participate in the work of the Committee to prepare materials and recommendations on agenda items.

4.2. Committee Secretary

4.2.1. The secretary of the Committee is the secretary of the Board of Directors of the Company.

4.2.2. The Secretary of the Committee, within five working days after the date of the meeting of the Committee, prepares the minutes of the meeting, signs (approves) it with the Chairman of the Committee and sends it to all members of the Committee.

4.2.3. The Secretary of the Committee ensures the storage of minutes of the Committee meetings and their availability for familiarization by all members of the Board of Directors of the Company.

4.3. Quorum and decision making

4.3.1. The meeting of the Committee is valid (has a quorum) if it was attended by at least half of the members of the Committee. Participation of Committee members in the meeting using videoconference or telephone connection is taken into account for the purposes of determining the quorum and voting results.

4.3.2. By decision of the Chairman of the Committee, decisions at a meeting of the Committee may be taken by absentee voting.

4.3.3. Decisions of the Committee are made by a majority vote of the members of the Committee participating in the meeting (voting). In case of equality of votes, the vote of the Chairman of the Committee is decisive.

V. Performance evaluation and remuneration of Committee members

5.1. The performance of the Committee and its members is evaluated annually by the Board of Directors of the Company.

5.2. The amount of remuneration and reimbursable expenses (compensations) for members of the Committee and its chairman is determined in accordance with the Company's policy on remuneration of members of the Board of Directors, executive bodies and other key executives of the Company.

VI. Approval and amendment of the Regulations

6.1. The Regulations, as well as any amendments thereto, are approved by the Board of Directors of the Company.

6.2. The Committee annually considers the need to amend the Regulations.

______________________________

*(1) Specifies the number of members of the Committee.

*(3) A reasonable time period for preparing the minutes of the meeting is indicated.

*(4) The Company has the right to establish more stringent requirements for the quorum for holding meetings of the Committee, including depending on the issues included in the agenda of the meetings of the Committee.

Document overview

In order to improve corporate governance and introduce the best corporate governance practices in the Russian financial market, the Bank of Russia recommends that PJSCs apply the Regulations on the Board of Directors and Board Committees PAO directors.

In particular, the regulation on the board of directors establishes that it exercises general management of the company's activities. The exception is the issues referred by the Law on joint-stock companies to the competence of the general meeting of shareholders.

The competence of the board of directors is determined by the above Law, other federal laws and the charter of the company. Issues related to its competence cannot be transferred to the decision of the executive bodies of the company.

The Regulations on Committees of the Board of Directors of PJSC (on audit, on nominations, on remuneration) establish that they are collegiate advisory bodies established to facilitate the effective performance of the functions of the Board of Directors in the relevant areas of the company's activities.

Committees are not management bodies of the company. They provide the board of directors with opinions and recommendations on the issues under consideration within their competence, an annual report on the work done and a report on their activities (at any time at the request of the board of directors).

The competence and responsibilities of the committees, their composition, work procedure, etc. have been determined.

Alexander Filatov, M. Kuznetsov, O. Sevastyanova, E. Juraev Chapter from the book "Organization of the work of the board of directors: Practical recommendations"
Publishing house "Alpina Publisher"

• the board of directors must enjoy the trust of shareholders, otherwise it will not be able to effectively perform its functions;
• personal qualities of a member of the board of directors and his business reputation;
• it is not recommended to elect a person to the board of directors who is in a situation of a conflict of interest, for example, who is a member, holds positions in the executive bodies and (or) is an employee legal entity competing with the Company;
• the number of members of the board of directors should be sufficient to enable significant minority shareholders to elect their representative, effectively organize the work of themselves and their committees, but not excessive, so as not to hinder meetings and effective interaction of all members of the board of directors.

In practice, taking into account legislative restrictions, the optimal composition of the board of directors for an average non-public company is 5-7 people, for a public company - 7-11 people (depending on the number of shareholders).

One of key recommendations when forming the structure of the board of directors is the presence of a sufficient number of independent directors. It is recommended to recognize as an independent director a person who has sufficient professionalism, experience and independence to form his own position, is able to make objective and conscientious judgments, independent of the influence of the Company's executive bodies, certain groups of shareholders or other interested parties. At the same time, it should be taken into account that, under normal conditions, a candidate (elected member of the Board of Directors) who is associated with the Company, its significant shareholder, significant counterparty or competitor of the Company, or is connected with the state cannot be considered independent.

The board of directors should assess the independence of candidates for board members and make a determination on the independence of the candidate, as well as regularly review independent members of the board of directors for compliance with independence criteria.

In such an assessment, content should take precedence over form. AT international practice there is such an “informal” definition of an independent director: “possesses an independent mind and wallet”. But, since it is not so easy to look into the mind and wallet of a candidate, in legislation, listing requirements, codes best practice usually contains certain criteria by which the independence of a director can be determined. Annex 4 presents the independence criteria in accordance with the updated Russian Corporate Governance Code.

In order for independent directors to influence decisions taken by the board of directors, it is recommended that independent directors make up at least one third of the composition of the board of directors.

AT Russian companies with state participation, the role of a professional attorney is also singled out. The difference between the status of a professional attorney and an independent director is that he is guided in his activities by the procedure established by Decree of the Government of the Russian Federation of December 3, 2004 No. 738, including by voting on relevant issues on the agenda of a meeting of the Board of Directors (Supervisory Board) of the Company in accordance with with the directives of the authorized state authorities. In accordance with the said resolution, the agency (Ministry or Administration of the President of the Russian Federation) is obliged to issue directives to representatives of the interests of the Russian Federation on the Board of Directors of Companies on the following issues:

• specified in paragraphs. 3, 5, 9, 11, 15 and 17.1, paragraph 1 of Art. 65 of the Law on JSC, (3 - approval of the agenda of the general meeting of shareholders, 5 - increase in the authorized capital of the Company by placing additional shares by the Company within the limits of the number and categories (types) of declared shares, if the charter of the Company in accordance with the Law on JSC this is related to its competencies, 9 - formation of the executive body of the Company and early termination of its powers, if the Charter of the Company refers this to its competence, 11 - recommendations on the amount of dividend on shares and the procedure for its payment, 17.1 - making decisions on participation and termination of participation of the Company in other organizations (with the exception of the organizations specified in subparagraph 18, paragraph 1, article 48 of the JSC Law), unless the Company's charter refers this to the competence of the Company's executive bodies);
• on the issue of election (re-election) of the Chairman of the Board of Directors;
• on the issue of acquisition by a subsidiary or dependent economic company of shares (stakes in authorized capital) other business companies, including upon their establishment, if the company’s charter determines the position of the company or its representatives (when the management bodies of subsidiaries or dependent business companies consider issues on the agenda of the general meeting of shareholders and meetings of the boards of directors) on this issue are within the competence Board of Directors (Supervisory Board) of the Company;
• on issues in order to fulfill orders and instructions of the President of the Russian Federation, orders of the Chairman of the Government of the Russian Federation or the First Deputy Chairman of the Government of the Russian Federation.
• directives on other issues related to the competence of the board of directors are issued by the agency (Ministry or the Office of the President of the Russian Federation) in the manner established by Decree of the Government of the Russian Federation of 03.12.2004 No. 738, in the event of a proposal from the chairman of the board of directors.

The position of the shareholder - the Russian Federation - in the Companies included in a special list approved by the Government of the Russian Federation is determined by the decision of the Government of the Russian Federation, by the Chairman of the Government of the Russian Federation or, on his behalf, by the First Deputy Chairman of the Government of the Russian Federation or Deputy Chairman of the Government of the Russian Federation.

In fact, a professional attorney is an external director, a representative of a shareholder, in this case the state. His status as an "attorney" does not negate the director's fiduciary duties: to act in good faith and prudently in the interests of all shareholders, understood as a sustainable increase in the value of equity capital in the long term.

In many jurisdictions, suing directors for breach of fiduciary duty is a tool to protect shareholders from director corruption and dishonesty. Improving the mechanisms of responsibility of directors is also taking place in Russia. Resolution No. 62 of the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 30, 2013 “On Certain Issues of Compensation for Damages by Persons Members of the Bodies of a Legal Entity” provides that “in the event of unfair or unreasonable performance of obligations to select and control the actions (inaction) of representatives, counterparties under civil law contracts, employees of a legal entity, the director is liable to the legal entity for the losses caused as a result of this. The fact that the transaction of a legal entity, which entailed negative consequences for the latter, was approved by the decision of the collegial bodies of the legal entity, as well as its founders (participants), is not a reason for refusing to satisfy the claim for the recovery of losses from the director, since the director bears an independent obligation to act in the interests of the legal entity... At the same time, along with such a director, members of these collegial bodies bear joint and several liability for the losses caused by this transaction... The participants in the legal entity who voted for the approval of the transaction bear such liability along with the director, if it will be proved that they acted knowingly to the detriment of the interests of the legal entity. The introduction of the mechanism of judicial liability of directors will contribute to the transformation of boards of directors into real management bodies of companies.

From a practical standpoint, the ideal board of directors is comprised of independent professionals with significant experience in various aspects of the company's operations. This is knowledge of the specifics of the industry, the markets in which the company operates, finance and investment, accounting and auditing, human capital management, understanding of corporate governance. In international practice, the most popular candidate for a board of directors is usually a person with experience as a general director, as he has most of the knowledge and skills required for a member of the board of directors. In second place in popularity, as a rule, are financial experts, since their presence on the board is necessary for effective work audit committee. At the same time, the most important guideline in the formation of the board of directors is the overall balance of knowledge and skills of the board, its “collective intelligence” necessary for effective work, which ideally should include all of the above competencies.

The key figure in the board of directors is its chairman, on whose energy, experience and tact the atmosphere of work and, ultimately, the effectiveness of the board's activities depend. After the shareholders elect the composition of the board of directors at the general meeting, a chairman is elected from among its members at the first meeting of the board.

The roles of the chairman and CEO in a company are fundamentally different. The CEO runs the company, while the chairman of the board runs the board of directors. These functions require different skills and behaviors. The CEO is often a "results producer" and administrator, while the chairman is more of a generator and integrator. Therefore, it is not always a good CEO becomes an effective chairman. Difficulties often arise when a former CEO of a given company becomes chairman of the board of directors.

People find it difficult to get used to new roles, and therefore such a chairman begins to confuse his functions with the duties of the CEO. Pulling power over, that is, competition between the chairman of the board and the CEO, is a situation that is especially typical for companies in emerging markets. In the conditions of turbulent development, when the owners are trying to move away from the operational management of the business and take the position of chairman of the board, they continue to actively interfere in the current affairs of the company, thereby undermining the authority and arrogating to themselves the powers of the CEO, which deprives him of the opportunity to be responsible for decisions made.

Key issues facing the chairman: how to govern without administrative power, how to choose priorities in a limited time, how to create a constellation from the stars on the board of directors, how to achieve a balance between the positions of organizer and participant production process, leader and expert?

The chairman of the board of directors plays several roles. First, it is the role of the “owner”, called upon to treat the company as his own and build an organization that will flourish many years after his departure. Secondly, this is the role of a “strategist” who interprets the picture of the world and external environment company, prompts and initiates change, understands the process of value creation and determines the business strategy.

Thirdly, this is the role of a "mentor" who gives feedback to the CEO and key managers, engaging in their development and personal growth. Finally, it is the role of the facilitator, who creates a productive working environment in the board, professionally moderates the discussion and encourages the directors to speak out on the substance of the issues discussed.

An important task of the chairman is to plan the work of the board of directors: determine the frequency and duration of meetings, establish rules for preparing questions for them, and form the agenda. Best practice for preparing its content includes coordinating with committee chairs, sending the draft agenda to other board members for review and comments, and consulting with the corporate secretary on procedural matters. Agenda items are formed in order of their importance, so that the board members have enough time and energy to discuss the most important issues.

During the meeting, the chairman plays the role of a moderator, allowing everyone to speak, following the rules and managing the discussion process. It is important that he sums up the discussion, clearly formulating conclusions for putting questions to the vote and recording in the minutes. At the same time, the meeting should not turn into a “benefit performance of one actor”.

The art of the chairman lies in creating an atmosphere of constructive, friendly dialogue, encouraging each director to express his opinion openly. This is achieved if the chairman maintains contact with the members of the board of directors and conducts preliminary conversations with them to clarify their position in order to remove unnecessary tension or misunderstandings and conduct the meeting without being distracted by managing unforeseen or inadequate situations.

The chairman of the board of directors should be an example of punctuality, self-discipline and self-discipline. The attitude to the work of other members of the council largely depends on his attitude to his duties.

Functionally, on the board of directors, the chairman often chairs the appointments committee, which creates a succession planning system for board members and key managers. In Russian companies, this committee is often combined with the remuneration committee and is called the HR and remuneration committee of the board of directors. Best practice is that the chairman should not chair the board's audit and remuneration committees, as this places too much pressure on him, thereby violating the board's checks and balances.

An important task of the chairman is to initiate and organize the annual evaluation of the work of the board of directors, as well as interpret the results in order to show shareholders what the board of directors has really done over the past year, and prioritize the next period.

The first meeting of the board of directors must be held no later than one month after the election of a new board of directors. At this meeting, the elected directors (appointments committee) propose a candidate for the chairman of the board of directors, the appointment/confirmation of the powers of the corporate secretary (head of the staff of the board of directors), the creation of the structure of the board, that is, the formation of committees, the election of their chairmen and members. At the first meeting, priorities in the consideration of issues are determined and a meeting plan is drawn up.

It is recommended to hold introductory meetings of the Company's management with newly elected members of the Board of Directors within one month after their election. It is also recommended that an "induction" process be carried out for new external board members. This procedure ensures that these members of the board are involved as quickly as possible in the productive work of the board of directors and committees, concentrating on the priority tasks of the company. The induction procedure may involve two main phases.

The first phase is a discussion with the chairman and members of the board of directors of the priorities of the company and the work of its board of directors, familiarization (with the participation of the corporate secretary) with internal corporate documents and procedures, key information on the activities of the company, including:

• industry overview;
• strategy, business risks;
• financial position;
• key employees;
• major projects, etc.

The second phase may include independent work of a member of the board of directors or work as part of a committee on one of the priority tasks for the board and discussion of the results with the chairman and members of the board.

Planning of the work of the board of directors is carried out by its chairman with the support of the corporate secretary (head of the office of the board of directors).

In the plan, it is important to establish the frequency and number of meetings, to provide for issues regularly put on the agenda (analysis financial reporting consideration of related-party transactions), as well as issues spread over time for the entire planned annual period (key performance indicators and motivation of management, remuneration of members of the board of directors, succession planning for key managers and members of the board, etc.).

An important moment in the work of the board of directors is the holding of sessions to develop the main strategic directions for the development of companies. Planning begins on the basis of understanding the needs of customers in the company's products or services, analysis of markets and the competitive environment, and then goes through the entire range of solutions, starting with the analysis of the product (service) line and ending with production program, the introduction of innovations, as well as the study of the state labor resources and management motivation systems.

In general, the work of the board of directors should focus on the most important issues of business improvement. These include: the company's strategy, building control over the work of management and its development, as well as assisting it in solving problems that go beyond the typical ones.

The organization of the work of the board of directors implies that preliminary issues are submitted for in-depth discussion in profile committee, which makes recommendations to the board of directors that help form professional judgment.

Board procedures require that two weeks (at least 10 days) prior to the meeting, the corporate secretary send notices to directors along with the agenda, ballot papers and relevant information. He then collects the written opinions of the directors (if necessary) and submits them to the chairman.

A meeting of the board of directors is legitimate if there is a quorum, which is determined by the company's charter, but it cannot be less than half of the elected number of directors. The internal documents of the company sometimes provide more stringent requirements for determining the quorum when voting on certain issues.

Full, adequate and timely provision of information is the most important condition for the Board of Directors to fulfill its role. Typical problems: the council receives incomplete or poor-quality information, or is overloaded with it, or it is provided at the last moment. As a result, directors spend more time understanding the situation than discussing it, wasting time and effort, and ultimately making suboptimal decisions. In order for meetings of the board of directors to be effective, it must approve the main indicators provided by management and the list of necessary information, and the corporate secretary should develop its format and ensure timely provision.

Meetings of the Board of Directors may be held in the form of joint attendance or in the form of absentee voting. It is considered correct to hold from four to ten in-person meetings of the board of directors, depending on the specifics and stage of development of the company. The meeting is considered to be in person if the members of the board of directors are present at them, and also participate in the meeting via teleconference, telephone or other means of communication, or are absent, but have submitted their written opinion (if such is provided for by the charter or internal documents of the company).

In accordance with best practice the charter should also provide for absentee voting, the formal procedure for which the company needs to develop. In addition, it is important to provide directors with sufficient time for absentee voting.

In Russian companies, especially large holdings with state participation, due to the concentration of ownership, absentee voting occurs quite often - sometimes several times a week - due to the fact that, according to the law, it is necessary to conduct all related party transactions through the board of directors (for example, between management company holding and subsidiaries).

As far as the minutes of board meetings are concerned, best practice recommends that they should reflect what was decided, not what was said. However, it shall include the dissenting opinion of a director who voted against or abstained from voting. The minutes must be signed by the chairman and the corporate secretary and sent to the members of the board of directors within a reasonable period of time provided by the company's internal documents, but no later than the date of the next meeting of the board of directors. If a member of the board of directors does not agree with the wording of the minutes (for example, his position on a particular issue is incorrectly reflected), he has the right to propose an amended wording and send it to the corporate secretary and the chairman of the board of directors. The following documents must be kept with the minutes: ballot papers and written opinions of directors who were unable to attend the meeting.

Decision-making procedure

Of no small importance for the efficient operation of the Board of Directors and the adoption of balanced decisions in the interests of all shareholders of the Company is the procedure for the adoption of decisions by the Board of Directors. In Russian and international practice, several decision-making regimes have been adopted (depending on the significance of each category of decisions): decisions made by a simple majority of votes of members of the board of directors, decisions made by a qualified majority, and decisions made by a unanimous decision of the board of directors. Decisions of the board of directors are made by a majority of votes of the members of the board of directors participating in the meeting, unless the JSC Law, the Company's charter or its internal document provide for a greater number of votes required for making a decision.

At the same time, decisions are made by a qualified majority (in % of votes) on the following issues:

In addition, in accordance with paragraph 170 of the updated Code, in order to ensure maximum consideration of the opinions of all members of the Board of Directors when making decisions on the most important issues of the Company's activities, it is recommended that the Company's Charter provide that decisions on such issues are taken at a meeting of the Board of Directors by a qualified majority of at least three a quarter of the votes.

• approval of priority areas of activity and the financial and economic plan of the Company;
• approval of the Company's dividend policy;
• submission to the General Meeting of Shareholders of questions on the reorganization or liquidation of the Company;
• submitting to the general meeting of shareholders questions on increasing or decreasing the authorized capital of the Company, determining the price (monetary value) of property contributed as payment for additional shares placed by the Company;
• approval of material transactions, adoption of a decision on the listing of the Company's shares and/or the Company's securities convertible into its shares, submission to the General Meeting of Shareholders of issues related to amendments to the Company's Articles of Association, approval of the Company's material transactions, listing and delisting of the Company's shares and/or the Company's securities convertible into its shares;
• determination of the price of significant transactions of the Company;
• consideration of significant issues related to the activities of legal entities controlled by the Company;
• consideration of recommendations in relation to a voluntary or mandatory offer received by the Company;
• consideration of recommendations on the amount of dividends on the Company's shares.

The following decisions are made unanimously (in accordance with the JSC Law):

• The decision of the Board of Directors (Supervisory Board) of the Company to increase the authorized capital of the Company by placing additional shares is adopted by the Board of Directors (Supervisory Board) of the Company unanimously by all members of the Board of Directors (Supervisory Board) of the Company, while the votes of retired members of the Board of Directors (Supervisory Board) of the Company are not taken into account ;
• the decision to approve 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 all members of the Board of Directors (Supervisory Board) of the Company unanimously;
• The decision of the Board of Directors (Supervisory Board) of the Company on the placement by the Company of bonds convertible into shares and other issue-grade securities convertible into shares is adopted by the Board of Directors (Supervisory Board) of the Company unanimously by all members of the Board of Directors (Supervisory Board) of the Company, while not taking into account votes of retired members of the Board of Directors (Supervisory Board) of the Company.

If there are no committees in the board of directors, then, most likely, its activities are of a formal nature. Committees are needed in order to study the relevant issue in detail before it is submitted to a meeting of the board of directors. The time allotted for its implementation is limited, and within the framework of general meetings If the matter is not worked out by the appropriate committee, board members must rely entirely on the information and conclusions provided by management. There is practically no time left to test alternative hypotheses, so meetings of boards of directors, where issues are not previously worked out at committee meetings, are superficial and, as a rule, end with a purely formal vote.

The updated version of the Corporate Governance Code proposes a number of possible board committees. The decision to establish committees within the board of directors is made by the board of directors. Based on the main functions of the board of directors, it is recommended to provide for the need to establish, as a matter of priority, an audit committee, a committee for nominations (appointments), a remuneration committee and a strategy committee in the charter or the internal document of the Company regulating the activities of the board of directors. The Board of Directors may also create other permanent or temporary (to resolve certain issues) committees as it deems necessary, in particular the corporate governance committee, the ethics committee, the budget committee, the risk management committee.

In practice, three committees are usually created in Russian companies: for strategy, for audit, and for personnel and remuneration. In addition, some companies create separate committees - for risks, for finance / budget, for ethics, etc. In order to streamline the activities of committees, the board of directors is recommended to approve internal documents that define the tasks of each committee, the procedure for their formation and work.

Interestingly, successful companies in mature markets do not usually have a strategy committee. In stationary markets, in companies with dispersed shareholding, strategy development is usually carried out by management, and the role of the board of directors is to determine the general directions and priorities of activity, subsequently controlling the process of strategy formation. In Russian companies, the owners of large blocks of shares are often members of the board of directors and take the most Active participation in developing a strategy, which in turbulent markets in the face of a shortage of qualified managers is very useful for business.

If a strategy committee is established, the Code assigns the following tasks to the competence:

• determination of the strategic goals of the Company's activities, control over the implementation of the Company's strategy, development of recommendations for the Board of Directors on adjusting the existing development strategy of the Company;
• development of priority areas of the Company's activities;
• development of recommendations on the dividend policy of the Company;
• assessment of the effectiveness of the Company's activities in the long term;
• preliminary consideration and development of recommendations on issues of the Company's participation in other organizations (including on issues of direct and indirect acquisition and alienation of shares in the authorized capital of organizations, encumbrance of shares, shares);
• evaluation of voluntary and mandatory offers to purchase the Company's securities;
• consideration of the financial model and the model for estimating the value of the Company's business and its business segments;
• consideration of issues of reorganization and liquidation of the Company and organizations controlled by it;
• consideration of changes organizational structure Society and organizations controlled by it;
• consideration of issues of reorganization of business processes of the Company and legal entities controlled by it.

The Audit Committee in Russian companies is designed to ensure the building of a system of possessory control over the work of management. This committee actively cooperates with the external auditor, guaranteeing the transparency of the procedure for its selection and independence from management. The Audit Committee works closely with the Internal Audit Service, which, through its work with it, should be accountable to the Board of Directors.

The updated version of the Corporate Governance Code recommends that the audit committee be responsible for monitoring the reliability and effectiveness of risk management, internal control and corporate governance systems.

Internationally recognized guidelines offer optimal schemes for the distribution of roles and responsibilities at various organizational levels and the recommended interaction between the functions of internal control, risk management and internal audit, executive management and the audit committee.

According to this scheme, the current management of the company, including in terms of maintaining reliable risk management systems, internal control operating at each workplace, and management in the interests of the company's shareholders, is carried out by executive management and operational management.

Internal audit is a valuable tool for the audit committee to check the actual effectiveness of the risk management, internal control, and corporate governance systems that should permeate all business processes, both financial and operational, controlling risks and signaling violations and deviations from the normal operating process. through feedback systems and hotlines. However, in order for the audit committee to rely on the work of internal audit, the performance of the service must be of a high standard. Currently, the most common and generally recognized are the International Professional Standards for Internal Auditing (IPSVA) of the Institute of Internal Auditors.

The requirement for the compliance of the activities of the internal audit service with the IASUA should be fixed in the regulation on the internal audit service approved by the audit committee and periodically confirmed during internal and external quality reviews of the work of the internal audit service.

In companies operating in developed markets, two more committees are usually created: on appointments (nominations) and on remuneration, while in Russia they are almost always combined into one - the committee on personnel and remuneration. The fact is that in Russian joint-stock legislation the nomination of directors to the board is made directly by shareholders who have at least 2% of voting shares, while in the West, in conditions of dispersed ownership and the absence of shareholders with concentrated ownership, the role of nomination is assigned to the board of directors.

At the same time, there is no procedure for institutional investors under the proxy voting system to nominate their own candidates to the board of directors. Shareholders vote for the composition recommended to them by the board of directors, and important role This is where the nominating committee comes into play. True, cases have recently become more frequent when dissatisfied shareholders, by their concerted actions, "roll" the nominees recommended by the board of directors.

The Nominating Committee reviews and determines the succession system not only for the members of the board of directors, but also for the CEO and the first line of top managers, ensuring that the company is not left without senior management in the event of an unexpected outage.

The tasks of the nomination committee (nominations) include the following:

• analysis of the composition of the board of directors in terms of professional specialization, experience, independence and involvement of its members in the work of the board of directors, identification of priority areas for strengthening the composition of the board of directors;
• interaction with shareholders in the context of searching for candidates for the Board of Directors of the Company. This interaction should be aimed at forming the composition of the Board of Directors that best meets the goals and objectives of the Company, and should not be limited to the circle of major shareholders;
• analysis of the professional qualifications and independence of all candidates nominated to the Board of Directors of the Company, based on all information available to the committee. Formation and public dissemination of recommendations to shareholders regarding voting on the issue of election to the Board of Directors of the Company.
• a description of the individual duties of the directors and the chairman of the board of directors as part of their work on the Board of Directors of the Company, including expectations regarding the time devoted to issues related to the activities of the Company, within and outside the meetings, in the course of scheduled and unscheduled work. This description (separate for a member of the board of directors and his chairman) must be approved by the board of directors and handed over for familiarization to each new member of the board of directors and his chairman after their election;
• conducting a self-assessment procedure or an external assessment of the board of directors and committees of the board of directors in terms of the effectiveness of their work as a whole, as well as the individual contribution of directors to the work of the board of directors and its committees, the formation of recommendations to the board of directors regarding the improvement of the procedures for the work of the board of directors and its committees, preparation of a report on the results of self-assessment or external assessment for inclusion in the annual report of the Company;
• program formation introductory course for newly elected members of the board of directors, aimed at effectively familiarizing new directors with business practices, organizational structure, key assets and strategy, key employees of the Company, as well as with the procedures of the board of directors, supervising the practical implementation of the introductory course;
• analysis of the current and expected needs of the Company in relation to the professional qualifications of members of the executive bodies and other key executives of the Company, dictated by the interests of competitiveness and development of the Company, succession planning in relation to these persons;
• formation of recommendations to the Board of Directors regarding candidates for the position of the Corporate Secretary of the Company;
• formation of recommendations to the Board of Directors regarding candidates for the position of members of the executive bodies and other key executives of the Company;
• preparation of a report on the results of the committee's work for inclusion in the annual report and other documents of the Company.

One of the most important functions of the board of directors is the formation of an adequate system of remuneration for members of management bodies. To do this, the Company forms a remuneration committee.

The tasks of the remuneration committee of the Code include:

• development and periodic review of the Company's policy on remuneration of members of the Board of Directors, members of executive bodies and other key executives of the Company, including the development of parameters for short-term and long-term motivation programs for members of executive bodies;
• supervising the introduction and implementation of the Company's remuneration policy and various motivation programs;
• a preliminary assessment of the work of the executive bodies and other key executives of the Company at the end of the year in the context of the criteria laid down in the remuneration policy, as well as a preliminary assessment of the achievement by these persons of the goals set within the framework of the long-term motivation program;
• development of conditions for early termination of employment contracts with members of the executive bodies and other key executives of the Company, including all material obligations of the Company and the conditions for their provision;
• selection of an independent consultant on the issues of the remuneration policy of the executive bodies and other key executives of the Company, and if the Company's policy provides for the mandatory conduct of competitive procedures for the selection of the specified consultant - determining the conditions of the competition and acting as a competition commission;
• development of recommendations for the Board of Directors on determining the amount of remuneration and principles for remunerating the Corporate Secretary of the Company, as well as a preliminary assessment of the work of the Corporate Secretary of the Company based on the results of the year and proposals for remuneration of the Corporate Secretary of the Company;
• drawing up a report on the practical implementation of the principles of the remuneration policy for members of the executive bodies, other key executives of the Company and members of the Board of Directors for inclusion in the annual report and other documents of the Company.

He is responsible for leading the organization of the company's remuneration system and linking the motivation of the CEO and top managers with the development key indicators efficiency.

Such long-term incentive schemes, including share option and share programs, are developed by external consultants on commission and in close cooperation with the company's HR departments under the supervision of the Human Resources and Compensation Committee. This ensures that management remuneration is linked to performance. The Remuneration Committee is also responsible for developing the remuneration system for members of the Board of Directors, which is fixed in the relevant regulation approved by the general meeting of shareholders.

Based on best practice, it can be concluded that only members of the board of directors should be full-time voting members of committees, although independent experts are sometimes invited to consider and prepare certain issues submitted to meetings.

The audit committee, as well as the remuneration committee, should be chaired by independent directors. As part of the audit committee, it is imperative to have a specialist with financial and accounting experience and preferably experience in the field of internal audit and relevant qualifications. Practice shows that a person with experience as a CEO can be a good chairman of the HR and Compensation Committee, so that he can put himself in the place of top managers and assess how much the motivation system proposed by the board of directors aims them to achieve results.

In Russian companies, in addition to members of the board of directors, committees on a permanent basis include invited experts who have an advisory vote. This allows you to supplement the competence of the body with the knowledge and experience of professionals in the chosen field, working on an ongoing basis.

The committee of the board of directors is not a decision-making body. It serves as a tool for preliminary in-depth study of issues before they are submitted to a meeting of the board of directors. This helps to avoid programming scenarios for its implementation by management, gives the committee members the opportunity to delve into the essence of the problem under consideration in more detail and offer the members of the board of directors elaborated alternatives, thereby allowing them to join the discussion in a coordinate system that is understandable to everyone. In any case, after consideration of the issue, the decision is made by all members of the Board of Directors by voting.

The role of the corporate secretary

The classic role of a corporate secretary (Company secretary in the UK and Corporate Secretary in the US) follows from the peculiarities of the Anglo-Saxon model of corporate governance, when in a company with dispersed ownership, whose shares are traded on the stock exchange, shareholder control over management is carried out with the help of the board of directors. The board of directors includes one or two representatives of the executive management (general and financial director, for example), and the rest of its members are external or independent directors.

Management is engaged in the day-to-day management of the company and is accountable to the board of directors, which, in turn, is accountable to shareholders and performs strategic and control functions. The general management of the board of directors is carried out by the chairman, who in the classical model is an external director, and the corporate secretary performs the functions of ensuring the current activities of the board of directors, as well as accumulating and storing information and maintaining continuity in the work of the board of directors. Chairs and members of the board of directors come and go, and the corporate secretary is usually in this position for many years.

The corporate secretary is an experienced and respected high-ranking employee in the company's hierarchy. Functionally, he reports to the chairman of the board of directors and serves for him as the only vertical of power on which he can rely. The Corporate Secretary, being an employee of the Company, is accountable to the Board of Directors of the Company. He is appointed by the board of directors and can only be dismissed by the board of directors. In companies such as BP, the corporate secretary, who is also the company's chief legal counsel (Chief Legal Counsel), ranks third in the corporate hierarchy after the chairman of the board of directors and the general director.

In UK corporate law long time contained a rule on the mandatory presence of the position of a corporate secretary (Company secretary) in the state of the company. Currently, due to the processes of deregulation and ensuring the flexibility of legislation, this position is not formally mandatory, but in most large companies its status is retained, and the corporate secretary is necessarily personified. In small private companies, whose shares are not traded on the stock exchange, the role of the corporate secretary is much more modest. Often it is limited to legal expertise, and therefore its functions can be performed concurrently by the head legal department. A similar situation is observed in the United States.

What are the functions of a corporate secretary? First of all, he is responsible for the compliance of all documents of the company and the procedures of the board of directors with the requirements of legislation, regulators and stock exchanges. Any paper sent from the company to these bodies must pass through the office of the corporate secretary and be endorsed by him, since he is responsible for the compliance of the content of these documents with the law and the requirements of regulatory authorities. In particular, all reports of a public company to regulators and stock exchanges are signed by the corporate secretary.

The corporate secretary, together with the staff of his office, organizes all the current activities of the board of directors, from helping the chairman in planning the agenda of meetings and ending with technical work organizing the distribution of documents to members of the board of directors, as well as ensuring all the logistics of holding meetings. The corporate secretary participates in them and ensures that minutes are kept. During the meeting, he ensures that the procedures of the board of directors are observed and that the decisions taken do not contradict the law and cannot be challenged in court.

The updated Russian Code refers to the functions of the corporate secretary:

• organization of preparation and holding of general meetings of shareholders of the Company;
• ensuring the work of the board of directors and committees of the board of directors;
• ensuring disclosure of information and storage of corporate documents of the Company;
• ensuring interaction of the Company with its shareholders and participation in the prevention of corporate conflicts;
• ensuring the interaction of the Company with regulatory authorities, trade organizers, registrar, other professional participants in the securities market;
• ensuring the implementation and control over the implementation of procedures established by law and internal documents of the Company that ensure the implementation of the rights and legitimate interests of shareholders;
• promptly informing the Board of Directors of all revealed violations of the law, as well as internal documents of the Company;
• participation in the improvement of the Company's corporate governance.

Through the corporate secretary, the members of the board of directors communicate with the management, through him requests are sent from the members of the board of directors to provide them with all the necessary information. The corporate secretary helps the members of the board of directors to solve problems not only of an organizational and technical nature, but also of a substantive nature on the merits of the issues included in the agenda of the next meeting.

Therefore, the corporate secretary must be a qualified specialist who understands not only legal intricacies, but also business and company management issues. Important qualities corporate secretary - good communication skills and organizational talent, so he is not always a lawyer by profession. Many corporate secretaries have a financial or economic education or an MBA (Master of Business Administration). In this case, it is important that there is a lawyer on the staff of the board of directors, on whose opinion the corporate secretary can fully rely.

In Russian companies, historically, the role of the board of directors has not been so obviously great compared to the role of the general director, so they have developed a different corporate culture, and the corporate secretary is not always personified in one person. In many companies, his functions are divided among several officials. For example, organizational work to ensure the functioning of the board of directors is carried out by the head of the apparatus of the board of directors, who is often also the head of the apparatus of the board.

Legal examination of documents leaving the company is often carried out by the head of the legal department, disclosure of information to the regulator and stock exchanges is handled by the shareholder relations department. On the one hand, the absence of a single person responsible for these issues often leads to insufficient coordination of actions, especially on issues of timely and complete disclosure of information, although, on the other hand, excessive centralization of functions by one employee is also not a panacea. It all depends on the scale, organizational structure of the company and the established procedures for interaction between the participants in the management process.

Code of Corporate Governance, 2014. Clause 2.1.

Code of Corporate Governance, 2014. P. 307.

There. P. 310.

There. P. 99-100.

Corporate Governance Code, 2014. Clause 2.4.1.

Decree of the Government of the Russian Federation of 03.12.2004 No. 738 “On the management of federally owned shares of joint-stock companies and the use of a special right for the Russian Federation to participate in the management of joint-stock companies (“golden share”)”. P. 17.

Bad faith and unreasonable actions (inaction) of the director are assumed, in particular, in cases where the director:

• acted in the presence of a conflict between his personal interests (the interests of affiliated persons of the director) and the interests of the legal entity, including if there was an interest in the transaction by the legal entity;
• knew or should have known that the action (inaction) committed by him does not meet the interests of the legal entity;
• made a deal on obviously unfavorable terms for a legal entity. Knowingly unprofitable transaction is determined at the time of its completion; if the transaction became unprofitable later, for example, due to the counterparty's failure to fulfill its obligations, then the director is liable for the corresponding losses only if it is proved that the transaction was originally concluded with the aim of its non-fulfillment;
• made a decision without taking into account the information known to him or, before making a decision, did not take actions aimed at obtaining the information necessary for making a decision, which are usually taken under similar circumstances.

First of all, with the charter, regulations on the board of directors and regulations on committees of the board of directors.

JSC Law. P. 3 Art. 68.

If the formation of executive bodies is within the competence of the general meeting of shareholders and if the charter gives the board of directors the right to approve such a decision.

JSC Law. Paragraph 3, paragraph 4 of Art. 69.

Corporate Governance Code. Clause 2.8.4. 2014.

The risk management system is necessary for the company to understand what financial and non-financial risks and unwanted losses are possible in the future in order to optimally manage them and reduce them to an acceptable level.

An internal control system is necessary to provide reasonable assurance that a company will achieve its operational objectives, the integrity of its financial statements, compliance with laws and the safety of its assets.

Guidelines of the European Confederation of Institutes of Internal Auditors (ECIIA), Federation of European Risk Management Associations (FERMA) for boards of directors and audit committees “Monitoring the reliability of internal control, internal audit and risk management systems”.

With The board of directors of the enterprise is one of the key internal corporate bodies responsible for business development and ensuring the stability of the company. What are its main functions? How is a company's board of directors formed?

To begin with, let's consider what can be understood by the term in question. The Board of Directors is the main governing body of the enterprise in the periods between the general meetings of shareholders of the enterprise. The main task of this structure is the development of a business development strategy, as well as control over its implementation by authorized divisions of the company.

Despite the large amount of authority, the board of directors, as a rule, does not directly affect the work of the executive. It must carry out its activities on the basis of the company's charter, as well as local regulatory sources - such as, first of all, the Regulation on the Board of Directors, which is adopted by the general meeting of shareholders firms.

The main function of the intra-corporate structure under consideration is the management of the activities of a business company - in particular, a joint-stock company. But it must be carried out taking into account the fact that certain issues can be directly attributed by the norms of the law to the competence of other enterprise management bodies. For example, the same general meeting of shareholders.

Requirements for the establishment of a management structure

The board of directors is an intra-corporate structure that must be established in a joint-stock company with 50 or more shareholders. It must include at least 5 members.

If there are more than 1000 holders of securities in the JSC, then at least 7 members must work on the board of directors. If there are more than 10,000 shareholders, then at least 9 members must be present in the structure under consideration.

Certain features characterize the board of directors in an LLC. Let's study them in more detail.

The Board of Directors in accordance with the legislation of the Russian Federation is a structure that can be established based on the preferences of the LLC owners, that is, its formation is not mandatory, regardless of the indicators economic activity enterprises.

In practice, the activities of the board of directors in an LLC depend primarily on the provisions of the charter of the relevant economic company, as well as internal regulations that determine the business management procedure. The election of members of the board of directors of an LLC can be carried out optionally on a cumulative basis: it is enough to establish a simple majority of those business participants who vote at the general meeting.

Consider the key powers that characterize the board of directors of the company, in more detail.

The main powers of the management structure

First of all, the corresponding intra-corporate structure is authorized to exercise control over the work of the executive bodies - but not to interfere in their decision-making procedures, as we noted above. The main thing here is to ensure that their activities comply with the decisions taken at the general meetings of shareholders of the enterprise. Carrying out this line of activity, for example, to the board of directors, on the proposal of the head of the company, it forms the appropriate executive structures. By agreement with him, the board of a joint-stock company may be authorized to make decisions related to the disposal of one or another property, investment issues, conclusion of large transactions, the value of which exceeds a certain percentage of the enterprise's turnover.

The Board of Directors of OJSC (after the reform - JSC) in most cases is authorized to determine key areas of internal corporate policy in terms of obtaining or issuing loans, providing guarantees, using various sources of cost coverage and satisfying possible claims from creditors. The structure under consideration may have the authority associated with the submission for discussion within the framework of the general meeting of issues related to the necessary reduction in the size of the authorized capital of the company.

The board of directors is the body that in many cases is responsible for distributing the profits of the enterprise. For example, in the form of dividends in favor of shareholders or, alternatively, in the form of remuneration paid to employees of the company. At the same time, with regard to dividends, the powers of the general meeting of shareholders usually do not include setting their amount without taking into account the opinion of the board of directors. But in many cases, this body has the right to reduce the amount of the relevant payments without agreeing with the structure in question.

Another notable type of authority that characterizes the board of directors is participation in determining the structure of enterprise management, establishing branches, subsidiaries. This area of ​​activity of the relevant structure involves the participation of its representatives in the general meeting of shareholders. At the same time, the decisions of the board of directors in this case can be mainly advisory in nature.

It can be noted that the board of directors is a corporate body that can be called differently. Thus, in accordance with the legislation of the Russian Federation, the relevant structure may be referred to as the Supervisory Board.

Functions of the management structure: determining the company's development strategy

Let us now consider what specific functions the board of directors of a bank can perform, industrial enterprise, service sector companies - despite the fact that the activities of firms largely depend on its profile, on the segment of activity, the main functions of the corresponding intra-corporate structure can be common to most business areas.

The main function that characterizes the work of the board of directors of a modern enterprise is the definition of its development strategy. That is, long-term priorities in the development of the company are set. At the same time, managers who are members of the board of directors can pay considerable attention to solving current problems, considering the current economic situation, taking into account which the business is built.

But, one way or another, the task of the council is to approve long-term plans for the development of the company. A common approach is that they are approved once a year, and an annual meeting of the board of directors is convened to review the relevant document. As part of the performance of this function, the considered internal corporate structure can actively interact with other competent authorities of the enterprise - for example, with the financial department, marketers, accountants, contact external structures, consultants.

The result of the implementation of the function under consideration by the council is the formation of documents that are mandatory for execution by the competent specialists of the enterprise. At the same time, their structure may include the main plan and a large number of various auxiliary sources.

Functions of the board of directors: control over the financial and economic activities of the company

The next most important function that the board of directors performs is to exercise control over the financial and economic activities of the enterprise. This area of ​​activity of the considered intra-corporate structure is aimed primarily at ensuring the implementation of the provisions of those plans that are formed as part of the execution of the previous function by the council.

The system of control over the activities of responsible specialists in the framework of their execution of the instructions contained in the plan involves the use of a wide range of methods: a detailed study of reporting documents, training of specialists if necessary, organization of local meetings on various issues of the implementation of the enterprise development plan. The implementation of the function under consideration by the board of directors must comply with the requirements of the law in the event that certain areas of activity of managers are under the jurisdiction of certain sources of law.

The most important role in exercising control over the execution of the plan can be played by other governing structures of the business entity, such as, for example, the board of shareholders. The Board of Directors can actively engage with them on a wide range of issues. In particular, the development of an effective strategy in building a risk management system that characterizes business development can be a common theme of the relevant intra-corporate structures. Only if such a resource is available, the enterprise will be able to fulfill the plans developed by the board of directors as part of its previous function. Among the relevant risks are currency restrictions, low liquidity, the emergence of legal restrictions, and the political factor. They should be considered as part of the control over the implementation of the business development plan.

Functions of the management structure: protection of the rights of owners and shareholders

Another important function performed by the board of directors is to ensure the protection of the rights of the owners and shareholders of the enterprise, the resolution of disagreements arising in the framework of corporate legal relations. To implement this function, the structure in question can be endowed with a number of special powers. For example, related to the appointment of a person responsible for exercising the rights of business participants and protecting their interests. Dispute resolution within the company can be carried out both taking into account the provisions of local sources of norms, and subject to compliance with the requirements of regulatory legal acts in whose jurisdiction are legal relations with the participation of partners.

Functions of the board of directors: ensuring the efficient operation of the executive structures

The next key function of the board of directors is to ensure the efficient operation of the executive structures of the enterprise. For these purposes, responsible managers can also use the mechanisms provided for by internal corporate standards or the provisions of regulatory legal acts, if they regulate one or another area of ​​activity of the executive management bodies of the enterprise. This function assumes that the council is vested with a fairly wide range of powers, for example, those related to the appointment and dismissal of the general director of an enterprise.

A member of the board of directors is any natural person, and it is not necessary that he be a co-owner or shareholder of a business entity. This status, however, is characterized by a number of limitations in terms of powers. Namely:

The composition of the board of directors of the company can be formed from representatives of the collegial body for no more than one quarter,

The chairman of the board of directors cannot be the general director of the enterprise.

Members of the board of directors can be elected to their position only in the manner in which the person receives the appropriate status for a period until the next annual general meeting of shareholders of the enterprise. A member of the board of directors has powers that cannot be terminated early if other business participants have them in a similar status.

Let us consider the features of the work of the person heading the relevant structure in more detail.

- a person who is elected to his position from among the members of this intra-corporate structure. However, this procedure must be carried out at the first meeting of the Council. In many cases, the chairman of the relevant body has the widest range of powers. So, it is a common practice in which he directly influences the activities of the CEO of the company and other top managers, helps them make decisions, improve their skills.

The head of the board of directors has a number of special competencies. These may include:

Planning the activities of the intra-corporate structure headed by him (the chairman determines when this or that meeting of the board of directors should be held, how long it should last);

Implementation of moderation of discussions on business issues;

Control over compliance with the rules of meetings;

Summing up the discussions.

The head of the relevant structure usually puts various issues to the vote, helps his colleagues to adequately consider the arguments for and against the adoption of certain decisions. At the end of voting, the chairman forms the minutes of the board of directors, which records the results of discussions on business development issues.

In many cases, the head of the enterprise management body in question also chairs various committees. For example, responsible for personnel matters, for the payment of rewards.

Compensation for the work of members of the board of directors is a significant aspect of the activities of the relevant structure. Let's study it in more detail.

In accordance with common practice, remuneration to boards of directors is usually assigned the same amount of compensation for the work performed within the competences that are defined by law or by the enterprise. In many cases, remuneration for solving problems that characterize the activities of the board of directors is provided for by the contract of an employee of the company who is a member of this board. For example, if this is one of the top managers, then compensation for work as a member of the board of directors is transferred to him along with the basic salary for his position in the company's management structure.

There is also a common approach, according to which business participants in the status of members of the board of directors receive remuneration, the amount of which is determined based on the performance of the relevant intra-corporate structure. At the same time, both an individual approach can be used - when the results of the work of a particular manager are evaluated, and consideration of the results of the work of members of the board of directors as a whole.

What results this or that decision of the board of directors has brought can be assessed in terms of business indicators, the growth of the enterprise's revenue, the expansion of markets, and other significant criteria that are determined by the owners of the company.

It can be noted that in Western countries there is a widespread approach, according to which members of the board of directors are insured against the negative consequences of decisions made, as well as covering various costs that arise in the process of overcoming the consequences of these decisions. But the definition of the responsibility of managers in the status of members of the board of directors can also be fixed in the contract, according to which part of the losses can be compensated by the company that has established the appropriate internal corporate structure.