What the chairman of the board of directors of the bank is responsible for. Even the board of directors will be responsible for the bank's debts. The benefits of cumulative voting

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

According to Art. 53 Civil Code RF, 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 activities of the Society are the activities of the management bodies. On the other hand, governing bodies are specific people who can act and not always in the interests of the Society. And it is precisely because of this human factor that the legislation provides for mechanisms for holding accountable members of governing bodies.

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 208 of December 26, 1995. On joint stock companies (hereinafter referred to as the Law on JSC), we will give below a number of powers that are exclusive to the Board of Directors and cannot be transferred to another body:

Definition priority directions the activities of the company;

Convocation of annual and extraordinary general meetings of shareholders;

Placement by the company of bonds and other equity securities;

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

equity securities;

Approval of major transactions;

Approval of interested party transactions.

The above list is respectful. The Board of Directors plans the work of the Company, determines the directions 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 authority 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 Law on JSC. How it happens in real life, we will be helped to see the judicial practice, the analysis of which we will also pay enough attention to.

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

Clause 2 of Art. 71 of the JSC Law provides that members of of the 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 manager (hereinafter collectively managers) are responsible to society per damages caused to society by their guilty actions (inaction), unless other grounds and amount of liability are established by federal laws.

Until July 1, 2006, the managers were responsible only to the Company. In July, the Law on JSC was introduced new Chapter XI.1 Acquisition of more than 30 percent of shares open society... As a result, Article 71 has undergone changes, now on leaders joint stock company independent liability is imposed 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 by 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 to recover damages:

1. A claim for damages is filed not with the Board of Directors (since this is a management body), but with specific members.

The governing bodies of the Company are its structural subdivisions, which are not recognized by civil legislation 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 a shareholder, caused him losses.

2. Members of the Board of Directors of the company shall not be held liable if they voted against the decision that caused losses to the company or the shareholder, or did not participate in the voting.

3. If several persons are responsible for losses, their liability to the company / shareholder is joint and several. This provision means that the company has the right to demand compensation in full from any of the offenders (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 rest of the violators in a recourse manner.

There are two points to note here. First, the fact that a shareholder is filing a claim in the interests of the Company! If a shareholder asks to recover losses in favor of himself, and not the Company, he will be refused.

Second, it is important that the filing shareholder owns the specified number of shares, both at the time of the wrongful act and at the time of filing 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 by 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. Let us 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 to recover damages in his benefit (not 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 losses caused to him, if the law or contract does not provide for compensation for losses in a smaller amount. In the context of Article 71 of the JSC Law: the person whose right has been violated is the Company itself, and the violated right is the right to the bona fide and reasonable exercise of their functions by managers (and members of the Board of Directors, respectively).

Let's note the peculiarities of the status of a member of the Board of Directors, in comparison with other managers:

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

Unlike management organization/ manager, he does not conclude special agreements with the Company that clearly stipulate the rights, obligations and responsibilities of each of the parties.

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

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

The claim to recover damages from a member of the Board of Directors will be satisfied if the Claimant proves the existence of a set of circumstances:

The member of the Board of Directors acted guilty and unlawfully,

As a result of his actions, the Company or the shareholder suffered harm,

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

It is illegal to conduct such behavior that violates peremptory norms of law or the terms of contracts sanctioned by law, including those not directly provided for by law, but not contradicting the general principles and meaning of civil legislation.

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 customs.

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

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

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

Failure to comply with legal requirements when the Company concludes major transactions, 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 the minutes of the meeting.

In our opinion, the absence indicative list actions of the members of the Board of Directors that may cause losses for the Company is an omission of the Law. For example, the Stock Law of the Federal Republic of Germany contains such a list, it mentions: return of deposits to shareholders; payment of interest or part of the profit to shareholders; acquisition of own shares or shares of other companies, acceptance of shares as collateral; issue of shares until full payment of the par 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; provision of remuneration to members of the supervisory board, etc.

When assessing 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 honesty and reasonableness of the manager's activity. The need for analysis from the point of view of the named principle follows from paragraph 1 of Art. 71 of the Law on JSC, which stipulates the obligation of any manager to exercise his rights and perform duties in relation to the company in good faith and reasonably.

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

Currently, the most normative explanations of the analyzed principles can be called the provisions of clause 6.1.1. Of the Code corporate behavior(recommendatory act):

A manager's conscientiousness and reasonableness means that he has shown the care and discretion that one would expect from a good leader, and that he has taken all the necessary steps to properly perform his duties;

The manager is considered 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; in this case, other accompanying circumstances should indicate that he acted exclusively in the interests of society.

It should 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 wrong and entail negative material consequences for society.

What is the correlation between the presence of unlawfulness in the actions of a member of the Board of Directors and non-observance of the principle of good faith and reasonableness? 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 dishonest behavior of the manager (since violation of the latter is possible only deliberately).

Therefore, if the requirements of the legislation are violated, there is no question of a special determination of the 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 dishonesty.

For example, the Charter stipulates that the Board of Directors approves transactions in which property is alienated, the value of which is more than 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 appraisal to determine the market price of such property. Let us assume that the revaluation of the book value of the property of the Company 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 deal, according to which the property is sold for a price slightly higher than its book value (practically for next to nothing); as a result, the Company incurs losses. Yes, formally, the Board of Directors did not violate the rules on approving the transaction, the meeting was held, the quorum was, and 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 unlawfulness through violation by the members of the Board of Directors of their obligation to act reasonably, in good faith and in the interests of the Company.

At the same time, the courts proceed from the fact that reasonable the commercial risk in the actions of the managers of the joint-stock company in itself cannot be considered as evidence of its dishonesty and reasonableness. It should be borne in mind that the court assesses the degree of reasonableness at its discretion, which is why disputes in this category of cases are so complex.

The law on joint-stock companies in Article 71 directly stipulates the responsibility of a manager (including a member of the Board of Directors) for damages caused only if it is established guilt.

This provision is consistent with the general rule 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 in the presence of guilt (intent or negligence), unless other grounds for liability are provided for by law or agreement.

In theory, there are two main approaches to the definition of 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 by the person's failure to take objectively possible measures to eliminate or prevent the negative results of his behavior, dictated by the circumstances of a particular situation. This understanding allows the court to confine itself to comparing the behavior with the real situation, including the nature of the obligations lying on it, the conditions of the turnover and the requirements of care and discretion arising from them, which must be shown by a reasonable and conscientious participant in the turnover.

2. The subjectivist concept proceeds from the fact that guilt is associated with mental processes occurring in the mind of a person. However, it is obvious that to investigate mental processes beyond the power of the court. Therefore, the court (or other subject establishing guilt) draws a conclusion about the presence of guilt from the very behavior of the person in the study of the personality traits of the harm-doer himself.

It is impossible to say unequivocally which principle should be followed. The courts use both approaches.

In light of the above, it is clear that in order to bring a manager (including a member of the Board of Directors) to responsibility, it is necessary to analyze his actions, which led to losses, in terms of conscientiousness 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 responsibility from a guilty violation of the non-contractual obligation of good faith and reasonableness.

In this regard, it is important to answer the question: is there a presumption of good faith 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, it is necessary to distinguish two situations:

1) a member of the Board of Directors directly violated the norms of legislation or the Charter in his activities; in this case, we agree with A.A. Makovskaya. 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 legislation and the Charter, but there are doubts about their conscientiousness and reasonableness.

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

The circumstances of the case are as follows: the general director of 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 went to court; by a court decision, the Company was recovered from the Company in favor of the Supplier, the debt, penalties, as well as the amount of legal costs (state duty). Believing that the dispute about the collection of debt for the supplied flour arose in connection with inaction general director M, and the collected state fee for the consideration of the case is for the company losses caused by the guilty actions of M, the shareholder H applied to the arbitration court.

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

1) when determining the grounds and amount of responsibility of officials, it is ordered to take into account the usual conditions of business turnover and other circumstances that are relevant to the case, this implies an assessment in each specific case of all the circumstances associated with the actions (inaction) in question and the consequences that have occurred;

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

3) since the rationality and good faith of the participants in civil relations presumed(Clause 3 of Article 10 of the Civil Code of the Russian Federation), the plaintiff must prove the dishonesty and unreasonableness of the actions that led to the infliction of losses;

4) defining the single fact of the collection of the state duty in a specific case as losses, the courts did not investigate the reasons for the late payment of the supplied flour, financial condition the plant at the time of the debt, the measures taken by the general director to prevent losses.

Considering that in the Law on Joint-Stock Companies one article regulates the prosecution of all managers, 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 it can be concluded that it is very difficult for the plaintiffs to prove the bad faith and guilt of the actions of the manager.

Proof of the amount of damages caused and the causal relationship between illegal actions (inaction) and incurred 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 as a result of this, losses have arisen; It should be noted that in practice it is extremely problematic to prove the existence, amount of losses, especially the causal relationship of losses with the actions of the above entities.

Since Article 71 of the JSC Law does not establish otherwise, the responsibility is full, i.e. both real damage and lost profits are subject to compensation. 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 - lost income that this person would have received under the normal conditions of civil turnover, if his right had not been violated.

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

The assets of the company 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, settlements with creditors, etc.

A loss qualification error can be costly. For example, the Federal Arbitration Court of the Moscow District overturned the acts of lower instances, which qualified the losses incurred by the company as a result of the sale by the general director of premises at a price more than 16 times lower than its market value, as direct actual damage. He indicated in the ruling that the loss of property within the meaning of paragraph 2 of Article 15 of the Civil Code of the Russian Federation should be understood as deprivation of property as a result of unlawful, illegal actions. Alienation of property on the basis of a civil transaction that has not been recognized as invalid by the court cannot be regarded as a 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 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 of an assumed nature, and secondly, when concluding a sale and purchase agreement, the parties are free to determine the sale price of the property.

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

A) by judicial acts that have entered into legal force, on invalidation

Transactions approved by the Board of Directors,

Decisions of shareholders' meetings (convened and conducted by members of the board of directors),

B) acts of appraisal of property sold by the company at a deliberately low price,

IN) accounting reports society (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 default on obligations due to the company's insolvency, court decisions on debt collection from the company, evidence that the company has taken measures to restore solvency and settlements with creditors (loan agreements), etc.

When assessing evidence (judicial acts that have entered into legal force), the courts will take into account the existence of a causal relationship between the unlawful actions of a member of the Board of Directors and the court's invalidation of contracts (decisions of meetings), 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 company's assets.

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 lawsuit against the members of the Board of Directors to recover 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 charter of the Company.

As a result the decision As the plaintiff points out, dividends on preferred shares were paid in an amount exceeding RUB 147,470,760. the amount payable in accordance with the Articles of Association, which, in the opinion of the plaintiff, 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 payment of dividends.

According to the Law on Joint-Stock Companies, the decision on recommendations for the payment of dividends on shares and the procedure for their payment falls within the exclusive competence of the board of directors, but 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 is 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 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 existence of a combination of circumstances: the guilt and unlawfulness of the actions of a member of the Board of Directors, the fact and amount of harm caused, the causal relationship between them. As the analysis shows, significant difficulties in proving are:

Insufficient theoretical and regulatory development of criteria for the good faith and reasonableness of the manager's behavior;

Lack of a legislatively enshrined approximate list of actions by members of the Board of Directors that may result in losses for the Company (shareholder);

The absence of a legislatively enshrined approximate list of evidence that can be used to confirm the fact and the amount of damages caused.

In our opinion, these shortcomings could be partially mitigated by the adoption by the Supreme Arbitration Court of the Russian Federation of special clarifications on the issue of bringing to responsibility the members of the management bodies of the joint-stock company for losses caused by their illegal actions (inaction).

Taglina V.

The Board of Directors of the Bank carries out general management of the Bank's activities, except for resolving issues within the competence of the General Meeting of Shareholders of the Bank by the current legislation of the Russian Federation and the Charter of the Bank.

His competence includes the definition of the strategic directions of the Bank's activities, control over financial and economic activities, the creation and operation of effective system internal control, ensuring the exercise of shareholders' rights, as well as control over the activities of executive bodies.

ADAMENKO
Tatiana Nikolaevna
Chairman of the Board of Directors of JSC "Texbank"

Chairman of the Board of Directors of JSC "Texbank"
Date of election (re-election) to the Board of Directors: 06/14/2019
Higher
Name of the educational organization: Stavropol Polytechnic Institute
Graduation year: 1988
Qualification: "Engineer-economist"
Specialty: "Economics and Organization road transport»
Academy of National Economy under the Government of the Russian Federation
Graduation year: 1999
Qualification: "Master of Management"
Speciality: " Modern leader commercial bank "

Missing

From June 28, 2017 to the present: Chairman of the Board of Directors of Teksbank JSC. (By the decision of the General Meeting of Shareholders of the Bank (Minutes No. 02/18 / EGM dated 09.21.2018, the Bank was renamed into Joint Stock Company Texbank (JSC "Texbank").
From June 24, 2016 to June 28, 2017: Member of the Board of Directors of JSC AKB "Teksbank".
From 01/11/2016 to 05/15/2017: JSCB "Teksbank" JSC, President-Chairman of the Management Board.
Responsibilities: carries out the general management of the Bank in strict accordance with the goals and objectives stipulated Federal laws... The Charter of the Bank in order to achieve profitable activities of the Bank, increase efficiency, prevent damage to the Bank by depositors, customers, ensure the fulfillment of the tasks set by the Meeting of Shareholders. Management Board, Board of Directors.
From 08/10/2015 to 01/11/2016: JSCB "Teksbank" CJSC, Adviser to the President for Strategy and Development.
Responsibilities: organization of work on the development and implementation of changes in business processes and technologies, analysis of the work of all services to improve activities, development, together with other services of the Bank, of new technologies and processes in the bank in order to increase efficiency.
From 11.03.2013 to 03.07.2015: Bank Vozrozhdenie (OJSC), Branch Network Development Department, Head of Department
Responsibilities: development of standard transformations of branches into opera offices, work on reorganizing branches and VSPs according to a single standard, implementation of new VSP organizational structures, functionalities for VSP personnel, development of standard staffing tables for GSP and bank branches, introduction of new sales models on the principle of a single front line, measures for closing, opening, changing the location of the GSP, monitoring the implementation of the GSP plan.
From 17.09.2012 to 11.03.2013: Bank Vozrozhdenie (JSC), Moscow, Department of Retail Business, Deputy Head of Department.
Responsibilities: supervising the work of the bank's branches on organizing the work of retail business units, monitoring the implementation of the plan, developing sales standards.
From 07.07.2003 to 17.09.2012: Bank Vozrozhdenie (OJSC), Manager of the Stavropol branch.
Responsibilities: organizing the work of the branch, controlling all business processes, organizing and conducting negotiations with clients-large companies and holdings, reaching an agreement on the terms of servicing transactions, organizing the sale of banking services to clients - loans, factoring, leasing, payroll projects, bills of exchange, mortgage and consumer lending, deposits, deposits, plastic cards, cash settlement services, etc. Opening of new 8 additional offices and 5 operating cash desks in the cities of Kavkazkie Mineralnye Vody, business planning and ensuring the implementation of the plan for the branch, business development of VSP, branch.

Job responsibilities:

• Ensures the efficient organization of the work of the Board of Directors of the Bank and its interaction with other bodies of the Bank;
• Maintains constant contacts with the Bank's divisions and officials, in order to timely obtain the most complete and reliable information required for the Bank's Board of Directors to make decisions, to ensure effective interaction of these bodies and officials between themselves and third parties;
• Ensures the successful solution of its tasks by the Board of Directors;
• Organizes the development of the most effective decisions on agenda items;
• Convene meetings of the Board of Directors and preside over them;
• Determines the form of meetings;
• Responsible for the formation of the agenda of the meetings of the Board of Directors of the Bank;
• Organizes the keeping of minutes at meetings;
• Take the necessary measures to provide the members of the Board of Directors with the information necessary for making decisions on the agenda items in a timely manner;
• Provides an opportunity for all members of the Board of Directors to express their point of view on the issues discussed, promotes the search for an agreed solution by the members of the Board of Directors in the interests of the Bank;
• Signs letters and other documents emanating from the Board of Directors of the Bank, including certifying extracts from the minutes of meetings of the Board of Directors of the Bank;
• Signs an agreement on behalf of the Bank with the Chairman of the Management Board of the Bank;
• Chairs general meetings of shareholders of the Bank;
• Bears personal responsibility to the General Meeting of Shareholders of the Bank for organizing the activities of the Board of Directors of the Bank.

SHAPOVALYANTS
Andrey Georgievich
Deputy Chairman of the Board of Directors of JSC "Texbank"

Position held: Deputy Chairman of the Board of Directors of JSC "Texbank"

Information about vocational education: Higher
Name of the educational organization: Moscow Institute of National Economy. G.V. Plekhanov
Graduation year: 1974
Qualification: "Economist"

Information about additional professional education: Postgraduate study at the Moscow Institute of National Economy named after G.V. Plekhanov
Graduation year: 1979
Qualification: "Economist"
Specialty: "Finance and Credit"

Information about the academic degree, academic title: PhD in Economics
Awarded date: 06 September 1981

Information about labor activity for the last 5 years preceding the date of election of the position held:
with 15.02.2008 from the year to the present: JSC "MC" Murmansk transport node", General director.
Job responsibilities:
Carries out general management of the company's activities on the basis of the Charter, acts on behalf of the Company without a power of attorney and represents its interests in all state and other bodies and organizations, disposes of property and in cash In order to achieve the goals stipulated by the appointment of the Company, the Company signs all financial documents, opens settlement and other accounts with banks, concludes transactions on behalf of the Company, resolves other issues of the current activities of the Company within its competence, exercises other powers stipulated by legislation and the Charter of the Company.

WITH 24.06.2016 on 04.07.2016 of the year - Member of the Board of Directors of JSC AKB "Teksbank".
WITH 05.07.2016 on 27.06.2017 year - Chairman of the Board of Directors of JSC AKB "Teksbank".
Job responsibilities:
Effective organization of the work of the Board of Directors of the Bank and its interaction with other bodies of the Bank; constant contacts with the Bank's divisions and officials in order to timely obtain the most complete and reliable information necessary for the Bank's Board of Directors to make decisions, to ensure effective interaction of these bodies and officials between themselves and third parties; successful solution by the Board of Directors of the Bank of tasks in accordance with the Charter, organization of the development of the most effective decisions on issues on the agenda. Convening and chairmanship of the meeting of the Board of Directors of the Bank; formation of the agenda of meetings of the Board of Directors of the Bank; organization of keeping minutes at meetings; resolving other issues in accordance with the current legislation of the Russian Federation and the Charter of the Bank.

C 28.06.2017 of the year 22.06.2018 year Deputy Chairman of the Board of Directors of JSC AKB "Teksbank".
Job responsibilities:

C 22.06.2018 from the year to the present time Deputy Chairman of the Board of Directors of JSC "Texbank". (By the decision of the General Meeting of Shareholders of the Bank (Minutes No. 02/18 / EGM dated 09.21.2018, the Bank was renamed into Joint Stock Company Texbank (JSC "Texbank").
Job responsibilities:
Acting as a member of the Board of Directors in accordance with the legislation of the Russian Federation and the Bank's Charter.

absent.

ELKANOV
Rustam Hanafievich

Position held: Member of the Board of Directors of JSC "Texbank"
Date of election (re-election) to the Board of Directors: June 14, 2019

Information about vocational education: Higher
The name of the educational organization: Cherkessk Karachay-Cherkess Technological Institute.
Graduation year: 1998
Qualification: "Manager"
Specialty: "Management"

Information about additional professional education - additional (to higher) education:
Name of the educational organization: Moscow Financial Academy under the Government of the Russian Federation
Year of completion 2005
Qualification Master of Business Administration.

Information about additional professional education:
1. Chinese Leadership Academy Pudong, Public Policy and Governance, October 23, 2015, Shanghai, PRC.
2.Federal state budgetary educational institution higher education"Russian Academy of National Economy and public service under the President of the Russian Federation ", Project management in the field of government structures, November 21, 2015, Moscow
3.Federal State Budgetary Educational Institution of Higher Education "Russian Academy of National Economy and Public Administration under the President of the Russian Federation", "Training and retraining of the reserve of management personnel", November 21, 2015 Moscow
4. Federal State Budgetary Educational Institution of Higher Education "Russian Academy of National Economy and Public Administration under the President of the Russian Federation", "Improving the personal effectiveness of the leader", November 21, 2015, Moscow.

Information about the academic degree, academic title:
Kislovodsk Institute of Economics and Law, April 5, 2003, awarded the degree of Candidate of Economic Sciences.

Information about labor activity for the last 5 years preceding the date of election of the position held:
with 04/18/2013 to 09/14/2015
Job responsibilities:

with 09/14/2015 until 04.10.2016 Minister of Finance of the Karachay-Cherkess Republic.
Job responsibilities:
Formation and execution of the budget of the KCR, control over the effective use of budget funds, mobilization of budget revenues of the republic, development and protection normative documents republics in the field of finance, control in the field of public procurement, etc.
with 04.10.2016 to 17.07.2018 Minister of Finance of the Karachay-Cherkess Republic.
Job responsibilities:
Formation and execution of the budget of the KChR, control over the efficient use of budgetary funds, mobilization of budget revenues of the republic, development and protection of regulatory documents of the republic in the field of finance, control in the field of public procurement, etc.
with 07/18/2018 until 01.03.2019 Financial Director of Yug-Trade Company LLC.
Job responsibilities:
Formation and control over the financial and economic activities of the organization.
with 03/27/2019 until 06.05.2019 Advisor to the President - Chairman of the Management Board of JSC "Texbank".
Job responsibilities:
Carrying out activities to attract customers, establishing partnerships, mutually beneficial relationships with organizations, negotiating the terms of cooperation agreements.
with 05/07/2019 until 20.08.2019 time President-Chairman of the Board of JSC "Texbank".
Job responsibilities:
Implementation of the general management of the Bank in strict accordance with the goals and objectives stipulated by Federal laws, the Charter of the Bank to achieve profitable activities of the Bank; increasing efficiency, preventing damage to the Bank, depositors, customers; ensuring the fulfillment of the tasks set by the Meeting of Shareholders, the Management Board of the Bank, and the Board of Directors.
from 21.08.2019 to the present time, Chairman of the Board of JSC "Texbank" (the position of President-Chairman of the Board was renamed to "Chairman of the Board" in connection with the approval of Amendments No. 4 to the Charter of JSC "Texbank" by the AGM dated 14.06.2019 and their state registration).
Job responsibilities:
Implementation of the general management of the Bank in strict accordance with the goals and objectives stipulated by Federal laws, the Bank's Charter; ensuring and organizing the active work of employees for the development of the Bank and considering issues of attracting clients and increasing the attracted funds, improving the organization of banking operations; prevention of damage to the Bank, depositors, customers; organization of the work of the Bank's Management Board and interaction of all structural units Jar; ensuring the fulfillment of the tasks set by the Meeting of Shareholders, the Board of Directors, and the Management Board of the Bank.

STALCHENKO
Alexey Yurievich
member of the Board of Directors

Position held: Member of the Board of Directors of JSC "Texbank"
Date of election (re-election) to the Board of Directors: June 14, 2019

Information about vocational education: Higher
The name of the educational organization: Russian Academy of Economics. G.V. Plekhanov.
Graduation year: 2000
Qualification: "Economist"
Specialty: "Finance and Credit"

Information about additional professional education: Academy of National Economy under the Government of the Russian Federation
Graduation year: 2011
Qualification: "Management"
Specialty: "Innovation and Project Management"

Information about the academic degree, academic title: Ph.D. in Economics, Russian Academy of Economics. G.V. Plekhanov.
Awarded date: 19 December 2003

Information about labor activity for the last 5 years preceding the date of election of the position held:
From 07.05.2019 to the present time he is the General Director of TOK Group LLC and, on the terms of combination, the Director of the Representative Office of Stavropolenergosbyt PJSC in Moscow.
From 05.05.2010 to 30.04.2019 General Director of TOK Group LLC.
Job responsibilities:
Carries out general management of the company's activities on the basis of the Charter, acts on behalf of the Company without a power of attorney and represents its interests in all state and other bodies and organizations, disposes of property and funds to achieve the goals stipulated by the appointment of the Company, signs all financial documents, opens settlement accounts in banks and other accounts, concludes transactions on behalf of the Company, resolves other issues of the current activities of the Company, referred to its competence, exercises other powers stipulated by the legislation and the Charter of the Company.

WITH 28.06.2017 from the year to the present - member of the Board of Directors of JSC "Texbank". By the decision of the General Meeting of Shareholders of the Bank (Minutes No. 02/18 / EGM dated 09.21.2018, the Bank was renamed into Joint Stock Company Texbank (JSC “Texbank”).
Job responsibilities:

WITH 24.06.2016 years to 27.06.2017 of the year - Deputy Chairman of the Board of Directors of JSC AKB "Teksbank".
Job responsibilities:
Resolution of issues within the competence of the Board of Directors; in the absence of the Chairman of the Board of Directors of the Bank, served as Chairman of the Board of Directors, organized the work of the Board of Directors of the Bank.

Information about the current membership in the management and control bodies of other legal entities:
He was elected as the Chairman of the Board of Directors of NESK JSC for a new term on July 25, 2019, a member of the Board of Directors of NESK JSC (the date of re-election for a new term on June 27, 2019).
Member of the Board of Directors of NESK JSC since 28.06.2018.
Job responsibilities:

From June 29, 2017, a member of the Board of Directors of NESK JSC, Chairman of the Board of Directors of NESK JSC - from 08/04/2017 to 06/26/2019.
Job responsibilities:
Organization of the work of the Board of Directors of the Company, convocation of meetings and chairmanship at them, organization of keeping minutes at meetings of the Board of Directors, chairmanship at General Meetings of Shareholders of the Company.
Member of the Board of Directors of PJSC "Stavropolenergosbyt" since 18.06.2018 (date of election for a new term 21.06.2019)
Job responsibilities:
Resolution of issues within the competence of the Board of Directors in accordance with the legislation of the Russian Federation and the Charter of the organization.

Murtazaliev
Said-Khasan Salmanovich
member of the Board of Directors

Position held: Member of the Board of Directors of JSC "Texbank"
Date of election (re-election) to the Board of Directors: June 14, 2019

Information about vocational education: Higher
Name of the educational organization: Chechen-Ingush State Pedagogical Institute
Graduation year: 1989
Qualification: Physical education teacher
Specialty: 03.03. " Physical education»
Institute of Finance and Law (Makhachkala)
Graduation year: 2009
Qualification: Lawyer
Specialty: "Jurisprudence"

Information about additional professional education: missing
Information about the academic degree, academic title: missing

Information about labor activity for the last 5 years preceding the date of election of the position held:
WITH 09.01.2017 from the year to the present - Advisor to the General Director (Director) in the Representative Office of PJSC Stavropolenergosbyt in Moscow.
Job responsibilities:

• financial and commercial opinions on projects in which the company participates;
• organization of attraction financial resources;
• formation of a strategy for the development of society;
• financial planning and forecasting.

WITH 18.09.2014 years to 26.07.2016 of the year - Deputy General Director - Head of the Electric Grid Complex for the Chechen Republic of IDGC of the North Caucasus, JSC. (From 02.07.2015 OJSC "Interregional distribution grid company of the North Caucasus was renamed into PJSC" Interregional distribution grid company of the North Caucasus ")
Job responsibilities:

• negotiating with customers, contractors, subcontractors, and other organizations, in the absence of the general director or on his behalf.

WITH 17.02.2014 years to 18.09.2014 of the year - Deputy General Director - Head of the Electric Grid Complex for the Chechen Republic of IDGC of the North Caucasus, JSC.
WITH 25.10.2006 years to 17.02.2014 Year - Deputy General Director of the Open Joint Stock Company "South Grid Company"
Job responsibilities:

• control over the financial and economic activities of the company; timely conclusion of economic and financial contracts, fulfillment of contractual obligations;
• participation in the development of plans for the future development of the energy sector;
• in the absence of the general director or on his behalf, negotiating with customers, contractors, subcontractors, and other organizations.

WITH 22.06.2018 year a member of the Board of Directors of JSC "Texbank". By the decision of the General Meeting of Shareholders of the Bank (Minutes No. 02/18 / EGM dated 09.21.2018), the Bank was renamed into Joint Stock Company Texbank (JSC “Texbank”).
Job responsibilities:
Resolution of issues within the competence of the Board of Directors in accordance with the legislation of the Russian Federation and the Bank's Charter.
Information about the current membership in the management and control bodies of other legal entities:
Member of the Board of Directors of NESK JSC since June 27, 2019.

Job responsibilities:

• Resolution of issues within the competence of the Board of Directors in accordance with the legislation of the Russian Federation and the Charter of the organization.

Alexander Filatov, M. Kuznetsov, O. Sevastyanova, E. Dzhuraev Chapter from the book "Organizing 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 to the board of directors a person who is in a situation of conflict of interest, for example, who is a member, holds positions in executive bodies and (or) is an employee of a legal entity competing with the Company;
• the size of the board of directors should be sufficient to ensure that significant minority shareholders can elect their representative, effectively organize the work of their own and their committees, but not excessive, so as not to complicate 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 the most important recommendations in the formation of the structure of the board of directors is the availability of a sufficient number of independent directors. An independent director is recommended to recognize a person who has sufficient professionalism, experience and independence to form his own position, is able to make objective and good faith judgments, independent of the influence of the executive bodies of the Company, individual groups of shareholders or other interested parties. It should be borne in mind 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 associated with the state, cannot be considered independent.

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

In making such an assessment, content should take precedence over form. In international practice, there is such an "informal" definition of an independent director: "has an independent mind and wallet." But, since it is not so easy to look into the consciousness and into the candidate's wallet, in legislation, listing requirements, codes best practice usually contains certain criteria by which the independence of the director can be determined. Appendix 4 presents the criteria for independence in accordance with the updated Russian Code corporate governance.

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

IN Russian companies with state participation also highlight the role of a professional attorney. The difference between the status of a professional attorney and an independent director lies in the fact that he is guided in his activities by the procedure established by Decree of the Government of the Russian Federation of 03.12.2004 No. 738, including voting on the relevant issues on the agenda of the meeting of the Board of Directors (Supervisory Board) of the Company in accordance with with directives authorized bodies state power. In accordance with this resolution, the agency (the Ministry or the Office of the President of the Russian Federation) is obliged to issue directives to representatives of the interests of the Russian Federation in the Board of Directors of the Companies on the following issues:

• specified in paragraphs. 3, 5, 9, 11, 15 and 17.1 paragraph 1 of Art. 65 of the JSC Law, (3 - approval of the agenda of the general meeting of shareholders, 5 - increase 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 refers this to its competence, 9 - formation of the executive body of the Company and early termination of its powers, if the charter of the Company refers this to his competence, 11 - recommendations on the amount of dividends on shares and the procedure for its payment, 17.1 - making decisions on participation and termination of participation of the Company in other organizations (except for the organizations specified in subparagraph 18 of paragraph 1 of article 48 of the Law on JSC) if the charter of the Company does not refer this to the competence of the executive bodies of the Company);
• on the issue of election (re-election) of the chairman of the board of directors;
• on the issue of the acquisition by a subsidiary or dependent economic Company of shares (stakes in authorized capital) other business Companies, including when they were established, if the charter of the Company is responsible for determining the position of the Company or its representatives (when the management bodies of subsidiary or dependent business Companies consider issues on the agenda of the general meeting of shareholders and meetings of the boards of directors). the Board of Directors (Supervisory Board) of the Company;
• on issues in order to fulfill the 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 within the competence of the board of directors are issued by the agency (the Ministry or the Administrative Department of the President of the Russian Federation) in the manner established by Decree of the Government of the Russian Federation No. 738 of 03.12.2004, in case of a proposal from the chairman of the board of directors.

The position of the shareholder - the Russian Federation - in the Companies included in special list, approved by the Government of the Russian Federation, is determined by the decision of the Government of the Russian Federation, 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 “attorney” status does not negate the director's fiduciary duties: to act in good faith and reasonably in the interests of all shareholders, understood as sustainable value enhancement share capital in the long run.

In many jurisdictions, lawsuits against directors for breach of fiduciary duties are a tool to protect shareholders from corruption and bad faith of directors. The mechanisms of directors' responsibility are also being improved in Russia. The resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 30, 2013 No. 62 "On some issues of compensation for losses by persons who are members of the bodies of a legal entity" provides that "in the event of dishonest or unreasonable performance of duties on the selection and control over 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 resulting losses. 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 requirement to recover 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 the said collegial bodies bear joint and several liability for the losses caused by this transaction ... it will be proved that they acted deliberately to the detriment of the interests of the legal entity. " Implementation of the mechanism judicial responsibility directors will facilitate the transformation of boards of directors into real governing bodies of companies.

In practical terms, the ideal board of directors is composed of independent professionals with significant experience in various aspects of the company's work. This knowledge of the specifics of the industry, the markets in which the company operates, finance and investment, accounting and audit, management human capital understanding corporate governance. In international practice, the most popular candidate for board members is usually someone with experience as a CEO, as they have most of the knowledge and skills required for a board member. 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 general balance of knowledge and skills of the board, its “collective intelligence” necessary for effective work, which, ideally, should include all the above-described 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 depend. After the shareholders elect the composition of the board of directors at the general meeting, the 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 manages the company, and the chairman of the board manages the board of directors. These functions require different skills and behaviors. The CEO is often the “results producer” and administrator, while the chairman is more of a generator and integrator. Therefore, it is not always a good CEO that 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 those of the CEO. Pulling over to oneself, that is, competition between the chairman of the board and the CEO, is a situation especially typical for companies in emerging markets. In a turbulent environment where owners are trying to move away from operational management business and occupy the position of the chairman of the board, they continue to actively interfere in the current affairs of the company, thereby undermining the authority and appropriating the powers of the CEO, which makes it impossible for him to be responsible for the decisions made.

Key challenges facing the chairman: how to govern without administrative power, how to prioritize in a time-limited environment, how to create a constellation from the stars on the board of directors, how to achieve a balance between organizer and participant positions 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 property and build an organization that will prosper many years after he leaves. Secondly, this is the role of the "strategist" who interprets the picture of the world and external environment company, prompts and initiates change, understands the process of creating value and determines the business strategy.

Third, it is the role of a “mentor” who provides feedback to the CEO and key managers in their development and personal growth. Finally, it is the role of a facilitator, creating a productive working environment on the board, professionally moderating the discussion, and encouraging directors to speak up on the merits of the issues discussed.

An important task of the chairman is to plan the work of the board of directors: to determine the frequency and duration of meetings, establish rules for preparing issues for them, and form the agenda. Best practices for preparing its content include coordinating with committee chairmen, circulating the draft agenda to other board members for review and comments, and consulting with the corporate secretary on procedural matters. Agenda items are arranged in order of importance so that council members have the 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 of procedure and managing the discussion process. It is important that he sums up the discussion, clearly formulating conclusions for raising questions for voting and recording in the minutes. In this case, the meeting should not turn into a “benefit performance of one actor”.

The art of the chairman is to create an atmosphere of constructive, benevolent dialogue, encouraging open expression by each director of his opinion. This is achieved if the chairman maintains contact with the board members 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 inappropriate 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 towards his duties.

Functionally, in the board of directors, the chairman often chairs the personnel (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 personnel and remuneration committee of the board of directors. Best practice suggests that the chairman should not chair the audit and remuneration committees of the board of directors, as this makes his position too burdensome, thereby violating the system of checks and balances on the board.

An important task for the chairman is to initiate and organize an annual assessment of the board's performance, as well as to interpret the results to show shareholders what the board has actually done over the past year and to prioritize for the next period.

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

It is recommended to hold familiarization 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” procedure be followed for new external board members. This procedure ensures that these board members are quickly involved in the productive work of the board of directors and committees, concentrating on priorities companies. The induction procedure can be divided into two main phases.

The first phase - discussion with the chairman and members of the board of directors of the priorities of the company's activities and the work of its board of directors, acquaintance (with the participation of the corporate secretary) with internal corporate documents and procedures, key information about the company's activities, including:

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

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

The planning of the work of the board of directors is carried out by its chairman with the support of the corporate secretary (chief of staff of the board of directors).

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

An important point 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 an understanding of the needs of customers in the company's products or services, analysis of markets and the competitive environment, and then they go through the entire range of solutions, starting with the analysis of the product (service) line and ending with the production program, the introduction of innovations, as well as the study of the state labor resources and management incentive 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 helping him in solving problems that go beyond the typical ones.

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

The procedure for the work of the board of directors assumes that two weeks (at least 10 days) before the meeting, the corporate secretary sends notices to the directors along with the agenda, voting ballots and necessary information. He then collects the written opinions of the directors (if necessary) and transmits 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 company's internal documents sometimes stipulate more stringent requirements for determining the quorum when voting on certain issues.

The complete, adequate and timely provision of information is essential for the board to fulfill its role. Typical problems: the council receives incomplete or low-quality information, is either 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 energy, and ultimately making suboptimal decisions. For meetings of the board of directors to be effective, it must approve the main indicators provided by management and a list of necessary information, and the corporate secretary must develop its format and ensure that it is provided on time.

Meetings of the board of directors can be held in the form of joint presence 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 the company's development. A meeting is considered in-person if the members of the board of directors are present at them, and also participate in the meeting by teleconference, via telephone or other types of communication, or are absent, but have submitted their written opinion (if such is provided by the charter or internal documents of the company).

In accordance with best practice, the charter should also provide for absentee voting, a formal procedure for which the company needs to develop. It is also important to give directors sufficient time to vote by absentee ballot.

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 interested-party transactions through the board of directors (for example, between management company holding and subsidiaries).

Best practice recommends that when it comes to handling minutes of board meetings, it should reflect what has been decided, not what has been said. However, the dissenting opinion of the director who voted against or abstained from voting shall be entered into it. The minutes must be signed by the chairman and the corporate secretary and sent to members of the board of directors within a reasonable timeframe 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 protocol (for example, his position on a particular issue is incorrectly reflected), he has the right to propose an adjusted wording and send it to the corporate secretary and the chairman of the board of directors. The following documents should be kept together with the minutes: voting ballots and written opinions of directors who were unable to attend the meeting.

Decision making procedure

Important for effective operation the Board of Directors and the adoption of balanced decisions in the interests of all shareholders of the Company has a procedure for making decisions by the Board of Directors. In Russian and international practice, several decision-making modes have been adopted (depending on the importance 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 adopted by a majority of votes of the members of the board of directors participating in the meeting, unless the Law on JSC, the charter of the Company or its internal document provides for a larger number of votes required for making a decision.

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

In addition, in accordance with clause 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 Charter of the Company provide that decisions on such issues are made at a meeting of the Board of Directors by a qualified majority of at least three a quarter of the votes.

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

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

• 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 the 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 assets of the Company, 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 equity securities convertible into shares shall be 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, and are not taken into account votes of the retired members of the Board of Directors (Supervisory Board) of the Company.

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

The revised Corporate Governance Code proposes a number of potential board committees. The decision to create 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 that the charter or the internal document of the Company regulating the activities of the board of directors provide for the need to create, as a matter of priority, an audit committee, a committee on nominations (appointments), a remuneration committee and a strategy committee. The board of directors may also create other permanent or temporary (for resolving certain issues) committees as it deems necessary, in particular, a corporate governance committee, an ethics committee, a budget committee, and a risk management committee.

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

Interestingly, in developed markets in successful companies a strategy committee is not usually formed. In stationary markets, in companies with dispersed shareholdings, the strategy is usually developed by management, and the role of the board of directors is to determine the general directions and priorities of activities, further controlling the strategy formation process. In Russian companies, the owners of large blocks of shares often sit on the board of directors and take an active part in developing a strategy, which in turbulent markets with a shortage of qualified managers turns out to be very useful for business.

If established, the Code includes the following tasks within the competence of a strategy committee:

• defining the strategic goals of the Company, monitoring the implementation of the Company's strategy, making recommendations to the Board of Directors on adjusting the existing development strategy of the Company;
• development of priority directions of the Company's activity;
• development of recommendations on the dividend policy of the Company;
• assessment of the efficiency of the Company in the long term;
• preliminary consideration and development of recommendations on the issues of the Company's participation in other organizations (including on the issues of direct and indirect acquisition and disposal of shares in the authorized capital of organizations, encumbrances of shares, shares);
• evaluation of voluntary and mandatory offers to purchase the Company's securities;
• consideration financial model and models for assessing the value of the business of the Company and its business segments;
• consideration of the issues of reorganization and liquidation of the Company and the organizations controlled by it;
• consideration of changes organizational structure Society and organizations under its control;
• consideration of the issues of reorganization of business processes of the Company and legal entities controlled by it.

The audit committee in Russian companies is called upon to ensure the building of a system of ownership control over the work of management. This committee actively cooperates with the external auditor to ensure transparency in the selection procedure and independence from management. The audit committee closely interacts with the internal audit service, which through work with it should be accountable to the board of directors.

The updated version of the Corporate Governance Code is recommended to refer to the competence of the audit committee to monitor the reliability and efficiency of risk management, internal control and corporate governance systems.

Internationally recognized guidelines propose optimal arrangements for the distribution of roles and responsibilities at various organizational levels and recommended interactions between internal control, risk management and internal audit functions, 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 verify the actual effectiveness of risk management, internal control, and corporate governance systems, which 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, for the audit committee to be able to rely on the results of the internal audit work, the performance of the service must meet high standards. Currently, the most common and generally recognized are international professional standards internal audit (ISPIA) of the institution of internal auditors.

The requirement for the compliance of the activities of the internal audit service with the ISPPIA should be enshrined in the statute on the internal audit service approved by the audit committee and periodically confirmed during internal and external audits of the quality of the internal audit service.

In companies operating in developed markets, two more committees are usually created: for appointments (nominations) and for remuneration, and in Russia they are almost always united into one - the personnel and remuneration committee. The fact is that in Russian joint-stock legislation the nomination of directors to the board is made directly by shareholders with 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, for institutional investors, under the proxy voting system, there is no procedure for nominating their own candidates to the board of directors. Shareholders vote for the composition recommended by the board of directors, and the nominating committee plays an important role in this. True, in recent times there are more cases when dissatisfied shareholders, by their concerted actions, “roll” nominees recommended by the board of directors.

The Nominations Committee reviews and determines the succession system not only for the board members, but also for the CEO and first line of top managers, ensuring that the company does not remain without senior management in the event of an unexpected staff retirement.

The Code refers to the tasks of the Appointments (Nominations) Committee:

• 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 the largest shareholders;
• analysis of professional qualifications and independence of all candidates nominated for 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 in the framework of their work on the board of directors of the Company, including expectations regarding the time spent on issues related to the activities of the Company, within and outside the framework of meetings, in the course of planned and unscheduled work. This description(separate for a member of the board of directors and its chairman) must be approved by the board of directors and handed over for review to each new member of the board of directors and its chairman after their election;
• conducting a self-assessment procedure or external assessment of the board of directors and committees of the board of directors from the standpoint of their overall performance, as well as the individual contribution of directors to the work of the board of directors and its committees, making recommendations to the board of directors with regard to improving the procedures for the work of the board of directors and its committees, preparing a report on the results of self-assessment or external assessment for inclusion in the annual report of the Company;
• formation of an introductory course program 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, overseeing 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 executive bodies and other key executive employees of the Company, dictated by the interests of the competitiveness and development of the Company, planning succession in relation to these persons;
• formation of recommendations to the board of directors in relation to candidates for the position of the corporate secretary of the Company;
• formation of recommendations to the board of directors in relation to candidates for the position of members of the executive bodies and other key managers 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. For this, a remuneration committee is formed in the Company.

The Code includes the following tasks of the remuneration committee:

• development and periodic revision of the Company's policy on remuneration of members of the Board of Directors, members of executive bodies and other key executive employees of the Company, including the development of parameters for programs for short-term and long-term motivation of members of executive bodies;
• supervision over the implementation and implementation of the Company's remuneration policy and various incentive programs;
• a preliminary assessment of the work of the executive bodies and other key executive employees 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 of the goals set by these persons within the framework of the long-term incentive program;
• development of conditions for early termination of employment contracts with members of executive bodies and other key executive employees 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 remuneration policy for executive bodies and other key executive employees of the Company, and if the policy of the Company provides for mandatory competitive procedures for the selection of the specified consultant - determination of the conditions of the competition and the role of the competition committee;
• development of recommendations to the board of directors on determining the amount of remuneration and principles of bonuses to the corporate secretary of the Company, as well as a preliminary assessment of the work of the corporate secretary of the Company at the end of the year and proposals for bonuses to the corporate secretary of the Company;
• preparation of a report on the practical implementation of the principles of the remuneration policy for members of 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 guiding the organization of a remuneration system and linking the motivation of the CEO and top managers to the development of key performance indicators.

Such long-term incentive systems, including option programs and share reward programs, are being developed external consultants by order and in close cooperation with the HR departments of the company under the control of the HR and Remuneration Committee. This ensures that the remuneration of management is linked to the results of its work. The Remuneration Committee is also responsible for developing a remuneration system for members of the board of directors, which is enshrined in an appropriate regulation approved by the general meeting of shareholders.

Based on the best practice, it can be concluded that only members of the board of directors should be members of committees on a permanent basis with the right to vote, although independent experts are sometimes invited to consider and prepare individual issues brought up to meetings.

The audit committee, like 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 good chairman of the HR and remuneration committee can be someone with experience as a CEO, so that he can put himself in the shoes of top managers and assess how the motivational system proposed by the board of directors focuses them on achieving results.

In Russian companies, in addition to members of the board of directors, committees often include invited experts who have an advisory vote. This makes it possible to supplement the competence of the body with the knowledge and experience of professionals in the chosen field, working on a permanent 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 their submission to a meeting of the board of directors. This helps to avoid programming the scenarios of its implementation by the management, gives the committee members an opportunity to delve into the essence of the problem under consideration in more detail and offer the board members elaborated alternatives, thereby allowing them to join the discussion in an understandable coordinate system. In any case, after considering 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 United States) stems 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, share 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 (CEO and CFO, for example), and the rest of its members are external or independent directors.

Management is engaged current management 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. Chairmen and board members come and go, and the corporate secretary typically has been with the company in that position for many years.

The corporate secretary is an experienced and respected high-ranking employee in the company's hierarchy. Functionally, he is subordinate 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, reports 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, for example, the corporate secretary, who is also the chief legal counsel of the company (Chief Legal Counsel), is ranked third in the corporate hierarchy after the chairman of the board of directors and the CEO.

For a long time, the corporate law of Great Britain contained a provision on the obligatory presence of the position of the corporate secretary in the staff of the company. Currently, in connection with the processes of deregulation and ensuring flexibility of legislation, this position is not formally obligatory, but in most large companies its status is preserved, and the corporate secretary is necessarily personified. In small, non-publicly traded companies, the role of the corporate secretary is much more modest. Often it is limited to legal expertise, and therefore the head of the legal department can also carry out his functions concurrently. 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 company documents and procedures of the board of directors with the requirements of legislation, regulators and 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 legislation and regulatory requirements. In particular, all reports of a public company to regulators and exchanges are signed by the corporate secretary.

The corporate secretary, together with his staff, organizes all the day-to-day activities of the board of directors, from assisting the chairman in planning the meeting agenda to the technical work of organizing the distribution of documents to the board of directors, as well as ensuring all the logistics of holding meetings. The corporate secretary participates in them and ensures the keeping of the minutes. During the meeting, he makes sure that the procedures for the work of the board of directors are followed and that the decisions made do not contradict the legislation and cannot be challenged in court.

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;
• provision of information disclosure and storage of corporate documents of the Company;
• ensuring interaction between the Company and its shareholders and participation in the prevention of corporate conflicts;
• ensuring interaction of the Company with regulatory bodies, trade organizers, registrar, other professional participants in the securities market;
• ensuring the implementation and control over the implementation of procedures established by legislation and internal documents of the Company, ensuring the implementation of the rights and legitimate interests of shareholders;
• promptly informing the board of directors of all identified violations of the law, as well as internal documents Society;
• participation in improving the corporate governance of the Company.

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

Consequently, the corporate secretary must be a qualified specialist who understands not only legal intricacies, but also business and company management issues. Important qualities a corporate secretary has good communication skills and organizational talent, so he is not always a lawyer by profession. Many corporate secretaries have a degree in finance or economics 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 was not so obviously great in comparison with the role of the CEO, therefore a different corporate culture has developed in them, and the corporate secretary is not always personified in one person. In many companies, its functions are divided among several officials. For example, organizational work to ensure the functioning of the board of directors, the chief of staff of the board of directors, who is often also the head of the board of directors, is involved.

Legal expertise of documents leaving the company is often carried out by the head of the legal department; the shareholder relations department is responsible for disclosing information to the regulator and the stock exchanges. On the one hand, the lack of a single person responsible for these issues often leads to insufficient coordination of actions, especially on issues of timely and full disclosure of information, although, on the other hand, excessive centralization of functions for 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.

Corporate Governance Code, 2014. P. 2.1.

Corporate Governance Code, 2014.P. 307.

In the same place. P. 310.

In the same place. P. 99-100.

Corporate Governance Code, 2014. P. 2.4.1.

Decree of the Government of the Russian Federation of December 3, 2004 No. 738 "On the management of federal property shares of joint stock companies and the use of the special right to participate in the management of joint stock companies ("golden share") of the Russian Federation ”. P. 17.

Bad faith and unreasonableness of the director's actions (inaction) are assumed, in particular, in cases when the director:

• acted in the presence of a conflict between his personal interests (the interests of the director's affiliates) and the interests of a legal entity, including in the presence of an interest in the legal entity making a transaction;
• 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 conditions that were known to be unfavorable for a legal entity. The deliberate disadvantage of the transaction is determined at the time of its execution; if the transaction was unprofitable later, for example, due to non-fulfillment by the counterparty of its obligations, then the director is liable for the corresponding losses only if it is proved that the transaction was originally concluded for the purpose 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. Item 3, Art. 68.

If the formation of executive bodies is attributed to 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, clause 4 of Art. 69.

Corporate Governance Code. Section 2.8.4. 2014.

A 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.

The internal control system is necessary to provide reasonable assurance about the achievement of the company's operational objectives, the reliability of financial statements, legal compliance and the safeguarding of assets.

Guidelines of the European Confederation of Institutions 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 an enterprise refers to the key internal corporate bodies responsible for the development of the business and ensuring the stability of the firm. What are its main functions? How is the company's board of directors formed?

To begin with, 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 the shareholders of the enterprise. The main task of this structure is to develop a business development strategy, as well as control over its implementation by the authorized divisions of the company.

Despite the large scope of powers, the board of directors, as a rule, does not directly affect the work of executives 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 considered internal corporate structure is the management of activities economic society- in particular, joint stock. But it should 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 management bodies of the enterprise. 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, which must be established in a joint-stock company in which there are 50 or more shareholders. It must have at least 5 members.

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

The board of directors in LLC is characterized by certain peculiarities. 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 owners of the LLC, 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, first of all, on the provisions of the charter of the respective business company, as well as internal regulations governing the procedure for business management. The election of members of the board of directors of an LLC can be carried out not necessarily on a cumulative basis: it is enough to establish a simple majority of those business participants who vote at the general meeting.

Let's take a closer look at the key powers that characterize the company's board of directors.

Main powers of the management structure

First of all, the corresponding internal corporate structure is empowered to exercise control over the work of 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 decisions taken at general meetings of shareholders of the enterprise. Carrying out this area of ​​activity, for example, the board of directors forms the appropriate executive structures on the recommendation of the head of the company. By agreement with him, the board of a joint-stock company may be authorized to make decisions related to the disposal of this or that property, with issues of investment, the conclusion of large transactions, the value of which exceeds a certain percentage of the company's turnover.

The board of directors of an OJSC (after the reform - AO) is in most cases authorized to determine the key directions of the internal corporate policy in terms of obtaining or issuing loans, providing guarantees, using certain sources of covering costs and satisfying possible claims from creditors. The structure in question may have the authority to bring up for discussion within the general meeting of issues related to the necessary reduction in the amount of the authorized capital of the company.

The board of directors is the body that, in many cases, is responsible for the distribution of the company's profits. 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 the establishment of their value 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 corresponding payments without coordination 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 direction the 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 of a recommendatory nature.

It can be noted that the board of directors is a corporate body that can be called in different ways. So, in accordance with the legislation of the Russian Federation, the corresponding structure can be called the Supervisory Board.

Functions of the management structure: defining the development strategy of the company

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

The main function that characterizes the work of the board of directors of a modern enterprise is to determine its development strategy. That is, long-term priorities in the development of the company are established. At the same time, managers who are members of the board of directors can pay significant 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 the long-term development plans of the company. The widespread approach is that they are approved once a year, and an annual meeting of the board of directors is convened in order to consider the relevant document. As part 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 considered function by the council is the formation of documents that are binding on 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 performed by the board of directors is to exercise control over the financial and economic activities of the enterprise. This area of ​​activity of the considered intracorporate structure is aimed, first of all, at ensuring the execution 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 within the framework of their execution of the instructions contained in the plan involves the use of a wide range of methods: it is supposed to study the reporting documents in detail, conduct training for specialists if necessary, organize local meetings on various issues of implementing the enterprise development plan. The performance of the function under consideration by the board of directors must comply with the requirements of the legislation in the event that certain areas of activity of managers are in the jurisdiction of certain sources of law.

Others can play a critical role in overseeing the execution of the plan. governing structures business society - such as, for example, a shareholders' council. The board of directors can actively interact with them on a wide range of issues. In particular, common theme relevant internal corporate structures can be the development of an effective strategy in building a risk management system that characterizes business development. Only if such a resource is available will the enterprise 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 governing 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, to resolve disputes arising in the framework of corporate legal relations. To carry out this function, the structure under consideration can be endowed with a number of special powers. For example, related to the appointment of a person responsible for the implementation of the rights of business participants and protection of their interests. Settlement of differences 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 the jurisdiction of which are legal relations with the participation of partners.

Functions of the board of directors: ensuring the efficient operation of 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 norms or by 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 presupposes the vesting of the council with a fairly wide range of powers - for example, those related to the appointment and dismissal of the general director of the enterprise.

A member of the board of directors is any individual, and it is not necessary that he be a co-owner or shareholder of a business company. This status, at the same time, from the point of view of powers, it is characterized by a number of restrictions. Namely:

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

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

Members of the board of directors can be elected to their position only in accordance with the procedure. In this case, a 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 who heads the corresponding structure in more detail.

- a person who is elected to his position from among the members of this internal corporate structure. Moreover, this procedure should be carried out at the first meeting of the Council. In many cases, the chairman of the body concerned has the broadest range of powers. Thus, the practice is widespread in which he directly influences the activities of the general director 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 specific competencies. These may include:

Planning the activities of the internal 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);

Moderation of discussions on business issues;

Control over compliance with the rules of the meetings;

Summing up the results of the discussions.

The head of the relevant structure usually puts various questions to a vote, helps his colleagues to adequately consider the arguments for and against the adoption of certain decisions. At the end of the voting, the chairman draws up the minutes of the board of directors, in which the results of discussions on business development are recorded.

In many cases, the head of the governing body in question also presides over the various committees. For example - those responsible for personnel matters, for the payment of remuneration.

Compensation for labor of members of the board of directors is an important aspect of the activities of the relevant structure. Let's study it in more detail.

In accordance with common practice, remuneration for boards of directors is usually assigned the same amount of compensation for work performed within the competence that is determined by law or by the enterprise. In many cases, the remuneration for solving problems that characterize the activities of the board of directors is stipulated by the contract of the employee of the firm 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 management structure of the company.

There is also a widespread 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 respective internal corporate structure. At the same time, both an individual approach can be applied - when the performance of a particular manager is assessed, as well as consideration of the performance of members of the board of directors as a whole.

The results of a particular decision of the board of directors can be assessed in terms of business performance, growth in the company's revenue, 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 for protection against the negative consequences of decisions made, as well as coverage of various costs arising 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 recorded in a contract, according to which part of the losses can also be compensated for by the company that has established the corresponding intracorporate structure.