Article 69 Sole executive body of the company (director, general director)

• checked today
• law dated 28.12.2018
• entered into force on 01.01.1996

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Compare with the version of the article dated 07/01/2015 06/09/2009 02/19/2007 01/01/2002 01/01/1996

Management of the current activities of the company is carried out by the sole executive body of the company (director, general director) or the sole executive body of the company (director, general director) and the collegial executive body of the company (board, directorate). The executive bodies are accountable to the board of directors (supervisory board) of the company and the general meeting of shareholders.

The company's charter, which provides for the existence of both a sole and collegial executive bodies, must define the competence of the collegial body. In this case, the person exercising the functions of the sole executive body of the company (director, general director) also performs the functions of the chairman of the collegial executive body of the company (board, directorate).

By decision of the general meeting of shareholders, the powers of the sole executive body of the company may be transferred under an agreement to a commercial organization (managing organization) or an individual entrepreneur (manager). The decision to transfer the powers of the sole executive body of the company to a managing organization or manager is made by the general meeting of shareholders only at the proposal of the board of directors (supervisory board) of the company.

The competence of the executive body of the company includes all issues of managing the current activities of the company, with the exception of issues that fall within the competence of the general meeting of shareholders or the board of directors (supervisory board) of the company.

The executive body of the company organizes the implementation of decisions of the general meeting of shareholders and the board of directors (supervisory board) of the company.

The sole executive body of the company (director, general director) without a power of attorney acts on behalf of the company, including representing its interests, making transactions on behalf of the company, approving states, issuing orders and giving instructions that are binding on all employees of the company.

The charter of the company may provide for the need to obtain the consent of the board of directors (supervisory board) of the company or the general meeting of shareholders for certain transactions. In the absence of such consent or subsequent approval of the relevant transaction, it may be disputed by the persons specified in paragraph one of clause 6 of Article 79 of this Federal Law on the grounds established by clause 1 of Article 174 of the Civil Code of the Russian Federation.

The formation of the executive bodies of the company and the early termination of their powers are carried out by decision of the general meeting of shareholders, if the company's charter does not refer these issues to the competence of the board of directors (supervisory board) of the company.

The rights and obligations of the sole executive body of the company (director, general director), members of the collegial executive body of the company (management board, directorate), managing organization or manager to manage the current activities of the company are determined by this Federal Law, other legal acts of the Russian Federation and an agreement concluded by each of them with society. The contract on behalf of the company is signed by the chairman of the board of directors (supervisory board) of the company or a person authorized by the board of directors (supervisory board) of the company.

The relations between the company and the sole executive body of the company (director, general director) and (or) members of the collegial executive body of the company (board, directorate) are subject to the labor legislation of the Russian Federation insofar as it does not contradict the provisions

The combination of a person exercising the functions of the sole executive body of the company (director, general director) and members of the collegial executive body of the company (board, directorate) of positions in the management bodies of other organizations is allowed only with the consent of the board of directors (supervisory board) of the company.

The company, the powers of the sole executive body of which have been transferred to the managing organization or manager, acquires civil rights and assumes civil obligations through the managing organization or manager in accordance with paragraph one of clause 1 of Article 53 of the Civil Code of the Russian Federation.

If the powers of the executive bodies of the company are limited to a certain period and after such a period no decision has been made to form new executive bodies of the company or a decision to transfer the powers of the sole executive body of the company to a managing organization or to a manager, the powers of the executive bodies of the company are valid until the adoption of these decisions.

The general meeting of shareholders, if the formation of executive bodies is not referred by the charter of the company to the competence of the board of directors (supervisory board) of the company, is entitled at any time to decide on early termination of the powers of the sole executive body of the company (director, general director), members of the collegial executive body of the company (management board). , directorates). The General Meeting of Shareholders has the right to decide at any time on the early termination of the powers of the managing organization or manager.

If the formation of executive bodies is referred by the charter of the company to the competence of the board of directors (supervisory board) of the company, he has the right at any time to decide on the early termination of the powers of the sole executive body of the company (director, general director), members of the collegial executive body of the company (management board, directorate) and on the formation of new executive bodies.

If the formation of executive bodies is carried out by a general meeting of shareholders, the charter of the company may provide for the right of the board of directors (supervisory board) of the company to decide on the suspension of the powers of the sole executive body of the company (director, general director). The charter of the company may provide for the right of the board of directors (supervisory board) of the company to decide on the suspension of the powers of the managing organization or manager. Simultaneously with these decisions, the board of directors (supervisory board) of the company is obliged to decide on the formation of a temporary sole executive body of the company (director, general director) and on holding an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company (director, general director). ) or a managing organization (manager) and on the formation of a new sole executive body of the company (director, general director) or on the transfer of powers of the sole executive body of the company (director, general director) to a managing organization or manager.

If the formation of the executive bodies is carried out by the general meeting of shareholders and the sole executive body of the company (director, general director) or the managing organization (manager) cannot perform their duties, the board of directors (supervisory board) of the company has the right to decide on the formation of a temporary sole executive body company (director, general director) and on holding an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company (director, general director) or managing organization (manager) and on the formation of a new executive body of the company or on the transfer of powers of the sole executive body of the company to the managing organization or to the manager.

All decisions specified in paragraphs three and four of this paragraph are adopted by a three-quarters majority of the members of the board of directors (supervisory board) of the company, while the votes of retired members of the board of directors (supervisory board) of the company are not taken into account.

The temporary executive bodies of the company manage the current activities of the company within the competence of the executive bodies of the company, if the competence of the temporary executive bodies of the company is not limited by the charter of the company.

If the charter of the company places the decision on the formation of the sole executive body of the company or the early termination of its powers within the competence of the board of directors (supervisory board) of the company and the quorum determined by the charter of the company for holding a meeting of the board of directors (supervisory board) of the company is more than half of the number of elected members of the board of directors (supervisory board) of the company and (or) to resolve this issue in accordance with the charter of the company or an internal document determining the procedure for convening and holding meetings of the board of directors (supervisory board) of the company, a greater number of votes than a simple majority of votes of members of the board of directors is required (Supervisory Board) of the company participating in such a meeting, this issue may be submitted for decision by the general meeting of shareholders in the cases specified in paragraphs 6 and 7 of this article.

The issue of formation of the sole executive body of the company or early termination of its powers cannot be submitted for decision by the general meeting of shareholders if the company's charter provides for other consequences that occur in cases specified in paragraphs 6 and 7 of this article.

If the terms of the shareholder agreement concluded by the shareholders of the company provide for other consequences that occur in the cases specified in paragraphs 6 and 7 of this article, failure to perform or improper performance of the relevant obligations under the shareholder agreement is not a basis for exemption from liability or from the implementation of measures to ensure the fulfillment of obligations, provided for in such an agreement.

If, in the presence of the conditions provided for in paragraph one of clause 5 of this article, the decision on the formation of the sole executive body of the company is not adopted by the board of directors (supervisory board) of the company at two meetings held in a row or within two months from the date of termination or expiration of the term the powers of the previously formed sole executive body of the company, companies disclosing information in accordance with the legislation of the Russian Federation on securities are obliged to disclose information about the failure to take such a decision in the manner prescribed by the legislation of the Russian Federation on securities, and other companies - to notify of the failure to take such a decision. decisions of shareholders in the manner prescribed by this Federal Law for notification of a general meeting of shareholders. Such notification shall be sent to the shareholders or, if the company's charter specifies a printed publication for publishing notices of the general meeting of shareholders, is published in this printed publication no later than 15 days from the date of the second meeting of the board of directors (supervisory board) of the company, on the agenda of which the issue was included on the formation of the sole executive body of the company and where such a body was not formed, and if the second meeting did not take place, after a two-month period from the date of termination or expiration of the powers of the previously formed sole executive body of the company. The list of shareholders of the company to whom the said notification is sent is compiled on the basis of the data of the register of the company's securities holders as of the date of the second meeting of the board of directors (supervisory board) of the company, at which the decision on the formation of the sole executive body of the company was not made, or if the corresponding meeting did not take place, after a two-month period from the date of termination or expiration of the powers of the previously formed sole executive body of the company. At the same time, if a nominal shareholder is registered in the register of securities holders of the company, the notification is sent to the nominal shareholder for sending to the persons in whose interests he owns the company's shares.

Notification in accordance with this paragraph shall be sent on behalf of the company by the chairman of the board of directors (supervisory board) of the company. After sending a notice to shareholders or after disclosing information in accordance with the first paragraph of this paragraph, the chairman of the board of directors (supervisory board) of the company acts on behalf of the company until the formation of the temporary sole executive body of the company.

Shareholders or a shareholder have the right to submit a request to convene an extraordinary general meeting of shareholders to resolve the issue of forming the sole executive body of the company within 20 days from the moment the company's obligation to disclose the specified information arises.

Within five days from the date of expiration of the period provided for by this paragraph for the presentation by shareholders or a shareholder of a request to convene an extraordinary general meeting of shareholders, the board of directors (supervisory board) of the company is obliged to decide on the formation of a temporary sole executive body of the company, as well as on convening an extraordinary general meeting shareholders in accordance with Article 55 of this Federal Law, if by the specified date these requirements have been received from shareholders or a shareholder owning at least 10 percent of the voting shares of the company. If two or more requests are made to convene an extraordinary general meeting of shareholders to resolve the issue of the formation of the sole executive body of the company, the board of directors (supervisory board) of the company, in accordance with this clause, decides to convene one extraordinary general meeting of shareholders.

The decision to convene an extraordinary general meeting of shareholders and to form a temporary sole executive body of the company is made by the board of directors (supervisory board) of the company by a majority vote of the members of the board of directors (supervisory board) of the company participating in the meeting, if there is a quorum of at least half of the elected members of the board of directors (supervisory board) of the company.

If, in the presence of the conditions provided for in paragraph one of paragraph 5 of this article, the decision on the early termination of the powers of the sole executive body of the company is not adopted by the board of directors (supervisory board) of the company at two consecutive meetings of the board of directors (supervisory board) of the company, the company companies disclosing information in accordance with the legislation of the Russian Federation on securities are obliged to disclose information about the failure to take such a decision in the manner prescribed by the legislation of the Russian Federation on securities, and other companies - to notify shareholders of the failure to take such a decision in the manner prescribed by this Federal Law for notification of the general meeting of shareholders. Such notification shall be sent to the shareholders or, if the company's charter specifies a printed publication for publishing notices of the general meeting of shareholders, is published in this printed publication no later than 15 days from the date of the second meeting of the board of directors (supervisory board) of the company, on the agenda of which the issue was included on the early termination of the powers of the sole executive body of the company and at which the decision on the early termination of the powers of such a body was not made. The list of shareholders of the company to whom the notice is sent is compiled on the basis of the data of the register of the company's securities holders as of the date of the second meeting of the board of directors (supervisory board) of the company, at which no decision was made to early terminate the powers of the sole executive body of the company. At the same time, if a nominal shareholder is registered in the register of securities holders of the company, the notification is sent to the nominal shareholder for sending to the persons in whose interests he owns the company's shares.

Shareholders or a shareholder have the right to submit a request to convene an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company within 20 days from the moment the company's obligation to disclose the specified information arises.

Within five days from the date of expiration of the period provided for by this paragraph for the presentation by shareholders or a shareholder of a request to convene an extraordinary general meeting of shareholders, the board of directors (supervisory board) of the company is obliged to decide on the convening of an extraordinary general meeting of shareholders in accordance with Article 55 of this Federal Law, if by the specified date these requirements have been received from shareholders or a shareholder owning at least 10 percent of the voting shares of the company. If two or more demands are made to convene an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company, the board of directors (supervisory board) of the company, in accordance with this clause, decides to convene one extraordinary general meeting of shareholders.

The decision to convene an extraordinary general meeting of shareholders is made by the board of directors (supervisory board) of the company by a majority vote of the members of the board of directors (supervisory board) of the company participating in the meeting, and if there is a quorum that is half of the number of elected members of the board of directors (supervisory board) of the company.

The convocation of an extraordinary general meeting of shareholders on the grounds specified in paragraphs 6 and 7 of this article is carried out by decision of the board of directors (supervisory board) of the company in the manner prescribed by article 55 of this Federal Law.

The inclusion of issues on the agenda of the said general meeting of shareholders and the nomination of candidates to the executive bodies of the company in this case shall be carried out in the manner established by Article 53 of this Federal Law.

The wording of the issue to be included in the agenda of the general meeting of shareholders convened on the grounds specified in paragraphs 6 and 7 of this article and the issue previously included in the agenda of the meeting of the board of directors (supervisory board) of the company should not differ.

If the issue of formation of the sole executive body of the company or the early termination of its powers in the cases provided for in paragraphs 6 and 7 of this article is submitted for decision by the general meeting of shareholders, the agenda of such a general meeting of shareholders must include the issue of early termination of the powers of members of the board of directors (supervisory board) of the company and on the election of a new composition of the board of directors (supervisory board) of the company.

If, within the period established by this Federal Law, the board of directors (supervisory board) of the company has not made a decision to convene an extraordinary general meeting of shareholders at the request of the persons specified in paragraphs 6 and 7 of this article, or a decision has been made to refuse to convene it, an extraordinary general meeting of shareholders may be convened in accordance with paragraph 8 of Article 55 of this Federal Law.

The executive bodies are accountable to the board of directors (supervisory board) of the company and the general meeting of shareholders.

The competence of the executive body of the JSC includes all issues of managing the current activities of the company, with the exception of issues that fall within the competence of the general meeting of shareholders or the board of directors (supervisory board) of the company (clause 2, article 69 of the JSC Law).

The General Director may be elected (appointed) by the General Meeting of Shareholders or the Board of Directors. The method of electing the general director should be reflected in the charter of the joint-stock company (clause 3, article 69 of the JSC Law).

If the issue of appointing a sole executive body is considered at a general meeting of shareholders, then it is decided by a simple majority of votes (clause 2, article 49, clause 1, article 58 of the JSC Law). Also, a majority vote of the members of the board of directors (supervisory board) of the company will be sufficient to elect the sole executive body, unless the charter of the JSC provides for a different procedure (clause 3, article 68 of the JSC Law).

As a general rule, candidates for the position of the sole executive body can be nominated by shareholders who own at least two percent of the voting shares of the company (clause 1, article 53 of the JSC Law), or members of the board of directors (supervisory board) (clause 7, article 53 of the Law about AO). The charter or other document of the company may establish a different percentage of voting shares. Proposals with candidates must be made no later than 30 calendar days after the end of the reporting year (unless the charter of the company establishes a later date) in writing, indicating the name (name) of the shareholders (shareholder) who submitted them, the number and category (type) of shares they own and must be signed by the shareholders (shareholder). In addition, the proposal to nominate candidates must contain the name and details of the identity document (series and (or) number of the document, date and place of its issue, the authority that issued the document), each proposed candidate, the name of the body to which he is proposed , as well as other information about him, provided for by the charter or internal documents of the company. The Board of Directors is obliged to consider the applications received and decide on the inclusion of the proposed candidates in the list of candidates for voting on the election of the General Director or on refusal to do so no later than 5 days after the deadline for submitting applications (clauses 2 - 5 of Article 53 of the JSC Law ). When voting, shareholders cast their votes for only one candidate or vote against all. The candidate who receives, firstly, the majority of votes of the shareholders participating in the meeting, and secondly, the largest number of votes relative to other applicants, is considered elected. If none of the candidates received a majority of the votes, then the elections are declared void.

The legislation does not contain any special requirements for candidates for the position of the sole executive body, it only establishes that they cannot be a member of the audit commission (clause 6 of article 85 of the Law on JSC), a member of the counting commission (clause 2 of article 56 of the Law on JSC ).

The combination of positions in the management bodies of other organizations by a person exercising the functions of the sole executive body of the company is allowed only with the consent of the board of directors (supervisory board) (paragraph 4, clause 3, article 69 of the JSC Law).

In addition, a person applying for the position of the sole executive body of a JSC should not be included in the register of those disqualified (part 2 of article 32.11 of the Code of Administrative Offenses of the Russian Federation). A person who has been disqualified is prohibited from holding senior positions in the executive body of the organization for a period of six months to three years (part 2 of article 3.11 of the Code of Administrative Offenses of the Russian Federation). If a disqualified employee is in a leadership position, working as the head of an organization will mean failure to comply with an administrative order, which may entail criminal liability for him (Article 315 of the Criminal Code of the Russian Federation). An employment contract concluded with such an employee must be terminated (part 1 of article 84 of the Labor Code of the Russian Federation).

The decision of the general meeting of shareholders (board of directors) on the election (appointment) of the sole executive body of the JSC is documented in a protocol (Article 63, Clause 4, Article 68 of the JSC Law).

It should be noted that the legal status of the CEO is ambivalent. On the one hand, it is the sole executive body, and on the other hand, it is an employee.

In accordance with paragraph 3 of Art. 69 of the JSC Law, the rights and obligations of the general director of the company are determined by law and the agreement (contract) that, on behalf of the company, is concluded with the general director by the chairman of the board of directors (supervisory board) or a person authorized to do so by the board of directors (supervisory board).

Accordingly, after making a decision on the election (appointment) of the sole executive body of the JSC and fixing this fact in the protocol (decision), it is necessary to conclude an employment contract with the General Director.

Neither the Civil Code of the Russian Federation, nor the Law on Joint Stock Companies established limits on the term of office of the sole executive body of a joint stock company.

The term of office of the sole executive body of a joint stock company may be determined by its charter.

By virtue of Art. 275 of the Labor Code of the Russian Federation in the case when, in accordance with Part 2 of Art. 59 of the Labor Code of the Russian Federation, a fixed-term employment contract is concluded with the head of the organization, the validity period of this employment contract is determined by the constituent documents of the organization or by agreement of the parties.

Information about the general director of a joint-stock company must be recorded in the Unified State Register of Legal Entities (clause “l”, clause 1, article 5 of the Federal Law of 08.08.2001 N 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs” (hereinafter - Law N 129-FZ )). At the same time, the legislator does not link the emergence or termination of the powers of the sole executive body with the fact that such information is entered into the Unified State Register of Legal Entities (Resolution of the Arbitration Court of the Volga District of August 22, 2017 N F06-23447/2017 in case N A65-25241/2016). Therefore, when electing (appointing) the general director, the organization is obliged to notify the registration authority about the changes that have occurred in the company within three days (clause 5, article 5 of Law N 129-FZ).

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POSITION

about the general director of the joint-stock company

The Regulation defines the status and powers of the General Director, the procedure for his election and early termination of powers, the procedure for the interaction of the General Director with other management bodies of the company.

1. Status of the CEO

1.1. The General Director manages the current activities of the company.

1.2. The General Director is the chairman of the executive directorate (the collegial executive body of the company).

1.3. The General Director cannot be the Chairman of the Board of Directors at the same time.

1.4. The combination of positions in the management bodies of other organizations by a person exercising the functions of the General Director is allowed only with the consent of the board of directors of the company.

1.5. An employment contract is concluded with the general director for a period of __ years, which determines his rights and obligations, the terms and amounts of payment for his services.

The contract on behalf of the company on behalf of the general meeting is signed by the chairman of the board of directors.

1.6. In his activities, the General Director is guided by the legislation of the Russian Federation, the charter of the company, these Regulations and other internal documents of the joint-stock company approved by the general meeting and the board of directors, insofar as they relate to the activities of the General Director.

2. Rights and powers of the General Director

2.1. The General Director organizes the implementation of decisions of the general meeting of shareholders and the board of directors of the company.

2.2. The competence of the General Director includes all issues of managing the current activities of the company, with the exception of issues related to the exclusive competence of the general meeting of shareholders and the board of directors of the company.

2.3. The General Director acts on behalf of the joint-stock company without a power of attorney, including:

Carries out operational management of the company's activities;

Has the right of the first signature under financial documents;

Manages the property of the company to ensure its current activities within the limits established by the charter;

Represents the interests of society both in the Russian Federation and in foreign countries;

Appoints his deputies, distributes duties between them, determines their powers;

Approves the staff, concludes employment contracts with the employees of the company, and in the case of instructions from the board of directors - with members of the executive directorate, applies incentives to these employees and imposes penalties on them;

Presides at the general meeting of shareholders;

Represents the point of view of the executive bodies of the company at general meetings and meetings of the board of directors;

Manages the work of the executive directorate, chairs its meetings, convenes them and determines the agenda;

Makes transactions on behalf of the company, with the exception of cases provided for by the Federal Law "On Joint Stock Companies" and the charter of the company;

Makes decisions on the presentation on behalf of the company of claims and lawsuits against legal entities and individuals;

Issues powers of attorney on behalf of the company;

Opens company accounts in banks;

Organizes accounting and reporting of the company;

Issues orders and gives instructions that are binding on all employees of the company;

Performs other functions necessary to achieve the goals of the company and ensure its normal operation in accordance with the current legislation and the charter of the company, with the exception of the functions assigned by the Federal Law "On Joint Stock Companies" and the charter of the company to other management bodies of the company.

2.4. The General Director submits a report on his work to the General Meeting of Shareholders at least once a year.

3. Term of office of the General Director

3.1. The General Director (sole executive body) is elected by the annual general meeting for a period of _______ years.

The General Director may be re-elected an unlimited number of times.

3.2. If a new general director (sole executive body) was not elected for any reason (no candidate was nominated within the time limits and in the manner prescribed by the charter, all candidates withdrew their candidacies, none of the candidates received the required number of votes, the election did not take place due to the lack of a quorum for voting or for other reasons), this means the prolongation of the term of office of the previously acting General Director until the election (re-election of a new composition of the sole executive body).

3.3. If the General Director is unable to exercise his powers for any reason (health condition, transfer to another place of work, early termination of his powers by decision of the general meeting, etc.), then until the election of a new General Director, the Board of Directors shall appoint an acting General Director. director.

This decision is made by a 3/4 majority vote of the members of the Board of Directors who took part in the meeting or absentee voting.

4. Procedure and terms for nominating candidates for the post of General Director

4.1. The General Director can be either a shareholder or any person nominated for this post in the manner and within the time limits stipulated by the company's charter and these Regulations.

4.2. Upon the expiration of the term of office of the general director, as determined by the charter, the shareholders holding in aggregate at least 2% of the voting shares of the company as of the date of submission of the proposal, no later than 30 calendar days after the end of the financial year, have the right to nominate candidates for the post of general director of the company for election. at the annual general meeting.

4.3. An application for the nomination of candidates is made in writing by sending a valuable letter to the society or handed over to the office of the society.

The date of making the application is determined by the date of posting or by the date of its delivery to the office of the society.

A separate application is made for each candidate.

4.4. The application (including in the case of self-nomination) shall indicate the last name, first name, patronymic of the candidate. If the candidate is a shareholder of the company, then it is also necessary to indicate the number and category (type) of shares owned by him. The application must also indicate the last names, first names, patronymics (or name) of shareholders nominating a candidate, the number and category (type) of shares they own, and the numbers of personal accounts of shareholders in the register. The application is signed by the shareholder or his authorized representative (in this case, a power of attorney is attached).

If the initiative to nominate a candidate comes from a shareholder - a legal entity, then the signature of the representative of the legal entity acting in accordance with its charter without a power of attorney shall be certified by the seal of this legal entity. If the demand is signed by a representative of a legal entity acting on its behalf under a power of attorney, a power of attorney shall be attached to the demand.

4.5. The Board of Directors (Supervisory Board) is obliged to consider the applications received and make a decision on inclusion in the list of candidates for voting for the election of the General Director of the nominated candidates or on refusal to include them no later than 15 working days after the deadline for submitting proposals established by the company's charter.

4.6. The decision to refuse to include nominated candidates in the list of candidates for voting may be taken by the Board of Directors in the following cases:

The deadline for filing applications established by the charter of the company has not been observed;

The application contains incomplete information and (or) does not provide documents, the application of which to this application is provided for by the charter of the company;

The shareholders who submitted the application are not, as of the date of its submission, the owners of the number of voting shares of the company required for this;

The initiators of making an application are persons who are not registered in the register of shareholders and / or do not have the representative powers of the relevant shareholders;

The candidates included in the application do not meet the requirements set by the Federal Law "On Joint Stock Companies" and the company's charter for candidates to the relevant management and control bodies of the company;

The application does not comply with the requirements of the Federal Law "On Joint Stock Companies" and other legal acts of the Russian Federation;

The procedure for nominating candidates to the management and control bodies of the company established by the Federal Law "On Joint Stock Companies" was not observed.

4.7. A reasoned decision of the board of directors of the company to refuse to include a candidate in the list of candidates for voting for the election of the general director shall be sent to the shareholder (shareholders) who made the proposal no later than 3 business days from the date of its acceptance.

5. Procedure for the election of the General Director

5.1. When voting on the election of the General Director, a participant in the meeting shall cast the entire number of votes at his disposal for only one of the candidates or shall have the right to vote against all candidates.

5.3. If only one candidate is included in the voting ballot, then he is considered elected if at least _____% of the votes participating in the meeting of the owners of voting shares giving the right to vote on all issues within the competence of the general meeting are given for his candidacy.

5.4. If more than one candidate is included in the voting ballot, the candidate who receives a majority of 2/3 of the votes participating in the meeting of owners of voting shares, giving the right to vote on all issues within the competence of the general meeting, is considered elected.

5.5. If none of the candidates for the post of General Director has won the required majority of 2/3 of the votes, a second voting is held.

A candidate who receives a majority of at least 50% of the votes of the owners of voting shares participating in the meeting, giving the right to vote on all issues within the competence of the general meeting, is considered elected.

A candidate is considered elected if he receives more votes than other candidates, but not less than __ % of the votes of the owners of voting shares participating in the meeting, giving the right to vote on all issues within the competence of the general meeting.

5.7. Candidates for the post of General Director have the right to withdraw their candidacy before voting or at any stage of it by submitting a written application to the presidium of the meeting. The procedure for rejection of candidates by other shareholders is not allowed.

5.8. If during the voting the remaining candidates withdrew their candidacies, and the remaining candidate in at least one of the voting rounds had at least __% of the votes of the owners of voting shares participating in the meeting, giving the right to vote on all issues within the competence of the general meeting, then he is considered elected to the post of general director.

5.9. If none of the candidates in the course of voting received the required minimum of ___% of the votes of the owners of voting shares participating in the meeting, giving the right to vote on all issues within the competence of the general meeting, then the election of the general director is considered invalid.

In this case, the powers of the current General Director are prolonged until the moment of election (re-election) of the General Director at the General Meeting.

If the General Director cannot, for any reason, exercise his powers, then until the election of a new General Director, the Board of Directors shall appoint an acting General Director.

5.10. If the election of the General Director did not take place, then within no more than three working days from the moment they are declared invalid, the Board of Directors must decide to convene an extraordinary general meeting with an agenda item on the election of the General Director.

The Board of Directors sets a deadline for submitting proposals for candidates for the post of General Director.

Shareholders who, in accordance with the charter, have the right to nominate candidates to the management and control bodies of the company at the annual general meeting, can make proposals on candidates for the post of general director.

Candidates are nominated in the manner prescribed by the charter for nominating candidates to the management and control bodies of the company for election at the annual general meeting.

When an extraordinary general meeting is held in presentia, information on the terms for nominating candidates is included in the text of the message on convening an extraordinary general meeting.

The deadline for nominating candidates for the election of the General Director at an extraordinary general meeting held in mixed and absentee forms is brought to the attention of shareholders when informing them of the results of the general meeting at which the election of the General Director did not take place, in the manner and within the time limits provided for by the charter for the relevant form of the meeting. .

6. Early termination of powers of the General Director

6.1. The General Director has the right to resign at any time on his own initiative by notifying the Board of Directors in writing.

6.2. The powers of the General Director may be terminated early by the decision of the general meeting on the following grounds:

Failure to comply with the requirements of the company's charter, decisions of the general meeting and the board of directors;

Violation of the terms of the employment contract concluded with him;

Commitment of actions (inaction) that entailed adverse consequences for the joint-stock company.

6.3. The employment contract with the General Director may be terminated on the basis of a decision of the general meeting on the termination of his powers, by agreement of the parties and unilaterally at the initiative of the General Director.

6.4. In the event of early termination of the powers of the General Director, the powers of the newly elected General Director are valid until the election (re-election) of the General Director by the annual general meeting following in __ years after the annual general meeting at which the General Director who terminated his powers was elected.

7. Responsibility of the CEO

7.1. When exercising his rights and fulfilling his duties, the General Director must act in the interests of the company, exercise his rights and fulfill his obligations towards the company in good faith and reasonably.

7.2. The General Director is liable to the company for losses caused to the company by his guilty actions (inaction), unless other grounds and amount of liability are established by federal laws.

7.3. When determining the grounds and extent of liability of the General Director, the usual conditions of business transactions and other circumstances relevant to the case must be taken into account.

8. Procedure for approving and amending the Regulations on the General Director

8.1. The regulation on the general director is approved by the general meeting of shareholders. The decision to approve it is made by a majority of votes of the owners of voting shares participating in the meeting, giving the right to vote on all issues within the competence of the general meeting.

8.2. Proposals for amendments and additions to these Regulations shall be made in the manner prescribed by the charter for making proposals to the agenda of the annual or extraordinary general meeting.

8.3. The decision to introduce additions or amendments to these Regulations is made by the general meeting by a majority vote of the shareholders participating in the meeting, owners of voting shares, giving the right to vote on all issues within the competence of the general meeting.

8.4. If, as a result of changes in the legislation and regulations of the Russian Federation, certain articles of these Regulations come into conflict with them, these articles lose their force and until the moment changes are made to the Regulations, the General Director is guided by the legislation and regulations of the Russian Federation.

Legally defined management bodies of a joint-stock company

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

• General Meeting of Shareholders;
• board of directors (supervisory board);
• sole executive body (general director);
• collegial executive body (executive directorate, board);
• audit committee (auditor).

Choice of the management structure of the joint-stock company. Depending on the combination of the listed possible management bodies, a particular structure of its management can be formed by a joint-stock company.

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

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

The main options for managing a joint-stock company

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Executive management bodies of the joint-stock company

The concept of the executive body of management

The executive management body of a joint-stock company is a body of direct management created by a decision of the general meeting and/or the board of directors, the functions of which are established by law and by the charter.

The executive management bodies of a joint-stock company shall be liable to the company for losses caused to it as a result of their actions or inaction.

• sole executive body of management - director, general director;
• collegial executive body of management - board, directorate.

If the charter of a joint-stock company provides for the presence of both executive management bodies at once, then the competence of each of them must be clearly spelled out in the charter. The person exercising the functions of the sole executive body of management shall also perform the functions of the chairman of the collegial executive body of management.

Formation and termination of activities of executive management bodies

The executive management bodies of a joint-stock company are created by decision of the meeting of its shareholders, or these powers may be transferred to them by the board of directors.

The general meeting of shareholders or the board of directors, if the company's charter places the formation of executive management bodies within its competence, is entitled at any time to decide on early termination of the powers of the executive body.

If the formation of executive management bodies is carried out by the general meeting, then the charter of the company may provide for the right of the board of directors of the company to decide on the suspension of the powers of the sole executive body of the company or the managing organization. Simultaneously with the adoption of these decisions, the board of directors must decide on the formation of a temporary sole executive body of the company and on holding an extraordinary general meeting of shareholders to resolve the issue of early termination of its powers and the formation of a new executive body of the company.

The creation of a temporary sole executive body of management may be dictated by circumstances when the former sole executive body of the company or the managing organization cannot fulfill their duties. In this case, the decision to create a temporary sole executive body of the company is also accompanied by the simultaneous adoption of a decision to hold an extraordinary meeting of shareholders to resolve the issue of early termination of the powers of the executive management bodies and the election of a new sole executive body of management. Decisions of the board of directors on the early termination of the activities of the sole executive body of the company and holding an extraordinary meeting to elect a new one are taken by a three-quarters majority of the votes of the members of the board of directors, while the votes of retired members of the board of directors of the company are not taken into account.

By decision of the general meeting of shareholders, the powers of the executive management body may be transferred under an agreement to a commercial organization (managing organization) or an individual entrepreneur (manager). The terms of the concluded agreement are approved by the board of directors of the company.

With regard to certain types of joint-stock companies, it is stipulated that only the managing organization can be the executive management body. Thus, according to paragraph 7 of the Decree of the President of the Russian Federation of February 23, 1998 No. 193 “On the further development of the activities of investment funds”, only a legal entity with the appropriate license from the Federal Financial Markets Service can be the manager of an investment fund.

• ensures the implementation of decisions of the general meeting;
• carries out operational management of the company's activities;
• carries out current planning;
• draws up and approves the staff list;
• hiring and firing employees;
• issues orders and directives;
• enter into contracts, agreements, contracts, open accounts, issue powers of attorney, carry out material and financial transactions in an amount not exceeding 25% of the value of the joint-stock company's assets;
• makes claims and lawsuits on behalf of the company, etc.

Election of the CEO

The General Director may be elected (appointed) by the General Meeting of Shareholders or the Board of Directors. The method of electing the general director must be reflected in the charter of the joint-stock company.

If the general director is elected by the general meeting of shareholders, his position becomes more stable. In this case, his term of office may be up to five years.

If the General Director is elected by the Board of Directors, the latter has the right to decide on the annual appointment of the General Director and early termination of his powers. Under this option, the term of office of the CEO is one year. He is re-elected annually along with the board of directors.

Candidates for the position of General Director can be nominated by shareholders who own at least two percent of the company's voting shares. The charter or other document of the company may establish a different percentage of voting shares. One application may contain no more than one candidate. Proposals with candidates must be submitted no later than 30 calendar days after the end of the financial year preceding the year in which the current CEO's regulatory authority expires. The Board of Directors is obliged to consider the applications received and make a decision to include the proposed candidates in the list of candidates for voting on the election of the General Director or to refuse it no later than 5 working days after the deadline for submitting applications. The voting list includes only those candidates who have confirmed in writing their consent to run for the position of General Director. Elections are held by separate voting for each candidate. When voting, shareholders cast their votes for only one candidate or vote against all. The candidate who receives, firstly, the majority of votes of the shareholders participating in the meeting, and secondly, the largest number of votes relative to other applicants, is considered elected. If none of the candidates received a majority of votes, then the elections are recognized as not having taken place, which means the prolongation of the powers of the previously acting general director.

Board of joint-stock company

The Management Board is the collegial executive body of the joint-stock company. Together with the General Director, it carries out the current management of the activities of the joint-stock company.

• ensuring the implementation of decisions of the general meeting;
• organization of operational management;
• development of work plans for the quarter, half year, etc.;
• financial and tax planning;
• development of the current economic policy of the joint-stock company, etc.

The Board is elected for a term of one year. As a rule, persons holding key positions in a joint-stock company are elected to its composition: financial director, chief economist, chief engineer, etc. The law does not determine how the board is elected.