home Preparation Management bodies of the joint-stock company. Management and control bodies Main options for managing a joint-stock company

Management bodies of the joint-stock company. Management and control bodies Main options for managing a joint-stock company

V last years many large companies, for example, Sberbank, Gazprom changed their status from open joint stock company to public company (PJSC). Legal subtleties, features of such an organizational form, a sample of its charter - about this and another right now.

For a long time in Russia, there was a division of all joint-stock companies into 2 types:

open (OJSC);
closed (JSC).

However, in the field of civil law, since September 1, 2014, important changes have occurred, as a result of which open society began to be called a public joint-stock company, and a closed one - non-public. Accordingly, there is now another classification of these organizational forms:

OJSC was transformed into PJSC;
ZAO was transformed into a non-public society, but the abbreviation has not changed (nevertheless, sometimes NAO is used).

Thus, from the point of view of legislation and in fact, PJSC is the legal successor of OJSC, and these organizations differ only in name (changes were introduced by Federal Law No. 99).

The law requires all founders to rename, and the state duty is not paid for this, and in constituent documents and other securities must change:

seal;
the name of the organization in bank documents;
name in all public contacts (sign, website, advertising materials, etc.).

Also, the owners are obliged to notify all existing contractors of the organization of their intentions to rename. As for the rest, PJSCs are subject to the same legislative requirements as in the past of OJSCs (accordingly, the norms related to CJSCs apply to NAO).

PJSC and CJSC (NAO)

Comparison of a public joint-stock company with a non-public one can be carried out in the same way as in the case of JSC and CJSC, respectively. The key differences are presented in the table.

comparison feature	PJSC (OJSC)	NAO (JSC)
number of shareholders	any	no more than 50 inclusive
pre-emptive right to purchase shares	absent	from other shareholders
how shares are distributed	in free order	only between founders or other persons determined in advance
authorized capital	minimum 100 thousand rubles	minimum 10 thousand rubles
business management	open, the company can provide financial data related to its activities	the company must publish financial data only when required by law
governing bodies	General meeting, as well as permanent executive agency(represented by one founder)	along with these structures, the activities of the Board of Directors are mandatory

In terms of business status, the public joint-stock company creates more confidence among investors, shareholders and other interested parties, since information about its financial activities is in the public domain, so you can make a more informed decision about cooperation.

PJSC Charter sample 2017

The activities of any joint stock company are subject to the requirements of the law. To concretize all the issues of its work during the establishment of the company, its Charter is necessarily developed and adopted - in fact, this is the main regulatory document, which spells out in detail:

the basis for the creation of the organization (on the basis of which agreement, protocol General meeting shareholders with the number and date given);
the name of the PJSC;
information about the direction of activity;
information about the authorized capital;
the rights of shareholders and their obligations;
features of society management;
the procedure for its liquidation and other essential conditions.

In 2017, there were no significant changes in the design of the document - you can take the sample below as a basis.

In fact, the charter is the main internal law of any joint stock company, including a public one. The document is divided into general and special parts.

General part of the charter

The document does not reflect which part is general and which is special. This division is based on the fact that the general section contains all the information that the legislation requires to indicate, and in the special section, the founders and shareholders voluntarily provide additional information that are considered important.

TO general information relate:

The full name of the company in Russian and any foreign language (at the request of the founders).
The abbreviated name (abbreviation) is given, if any.
The exact address of the location of the organization - usually it coincides with the one that was indicated with the obligatory state registration... This address is supposed to contact representatives of the company to all contractors, as well as government agencies. This is where the activities and / or management of the company are carried out. The tax office keeps records at the same address.
Type - i.e. public or non-public.
The amount of the authorized capital formed upon opening.
Information about the shares: in what quantity are they issued, what are their value (at par), as well as the type valuable papers(common and privileged).
Management bodies - who heads them, what is the authority.
Information about the General Meeting of Shareholders - how often it meets, what it decides, and when minimum terms the company must notify the shareholders of the meeting.
What is the procedure for paying dividends (in what order, in what time frame, etc.).
Information on regional offices, branches of the company, if any.

Special part

The order of functioning, as well as the specifics of the possible liquidation of the company, are prescribed here in detail. Some statements contain references to legal acts, others are made without reference, but they should not contradict any provisions of the law. The following points are most often given:

in what time frame will dividends be paid in different situations;
peculiarities of voting of owners of preferred and ordinary shares;
the possibility of changing (including in the direction of expanding) the competence of the board of directors, if necessary;
the procedure for reducing the amount of the authorized capital in special cases;
the possibility of changing the procedure by which votes will be counted at the meeting (if necessary);
the possibility of expanding the range of issues that the General Meeting has the right to decide, as well as the quorum requirements - the minimum number of votes, thanks to which a decision can be made.

The content of the charter depends primarily on the goals and objectives set by the founders for the company. The capital of each shareholder also plays an important role. If there are more large owners in the society, they often prefer not to prescribe all the procedures in detail in order to have more opportunities to quickly change their decision when the market situation changes. If owners of small shares prevail, it is preferable for them to see the document with detailed description all aspects. Finally, the articles of association always strive to reflect the real market conditions so that the PJSC can freely receive loans and place its shares.

How the charter is adopted and changed

Initially, when the charter is adopted, it is discussed and approved by one or more persons who form the public joint stock company (founders). The document must undergo compulsory registration (USRLE), otherwise it is not legally valid.

Some changes in the charter must be agreed with the shareholders who own the so-called voting shares at the General Meeting. For a decision to be considered adopted, it is necessary to receive votes of at least 75% of the votes, while there are also requirements for the minimum turnout (quorum), which are also specified in the charter.

All changes are approved by the shareholders, except for:

changes in the use of the so-called "golden share" - this is the name of the exclusive authority of the state (on the federal or regional level) to impose its veto on any decision to change the text of the charter;
recording information in connection with the formation of local branches, structural units and representative offices of the society;
fixing data on changes in the authorized capital: its increase or decrease (for more details, see the diagram).

IMPORTANT. Regardless of how the amendment was made to the charter, the previous version automatically ceases to be effective, and the new document comes into force only after state registration.

There are 2 central structures that govern all areas of the PJSC's work:

General Meeting of Shareholders.
A permanently functioning Board of Directors.

The company is managed by the shareholders themselves. Their interests are represented and expressed in the form of the General Meeting, which makes many key decisions. Most often, the meeting consists of all shareholders who hold ordinary shares, but sometimes it also includes holders of preferred securities.

According to the legislation, this supreme body a public joint stock company does not resolve all issues, but only within the limits of its competence (the whole range is described in detail in the charter). Shareholders meet at regular intervals - once a year (i.e. this structure is not permanent).

The company is legally obliged to hold an annual meeting of shareholders. At the same time, participants must constantly make decisions to approve:

key reporting documents of the financial activities of PJSC;
reporting accounting documents (based on the results of the financial year);
key officers: members who are on the board of directors, authorized auditors, and audit staff.

To constantly monitor the situation, work with current issues and make urgent decisions, there is a management body that operates without interruption - the so-called sole executive body. He is represented either by the director himself (personally) or by the board of directors. Its responsibilities, the list of issues that it regulates are also clearly defined in the charter and relevant legislative acts. The Board of Directors has the right to elect a plenipotentiary representative from its circle - the President of the PJSC.

This official Vice-presidents are directly subordinate (each of them can oversee their own area of affairs), directors of individual departments, as well as special committees, as shown in the diagram.

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- this is the method of self-government chosen by the shareholders, based on a set of organizational, legal and economic measures.

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

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

Choosing a management structure for a joint-stock company. Depending on the combination of the listed possible governing bodies of a joint-stock company, one or another specific structure of its management can be formed.

The choice of the management structure is an important stage in the creation of a joint stock company. Its correct choice allows to reduce the possibility of conflict situations between management and shareholders, between groups of shareholders, to increase the efficiency of management decisions. At the same time, the founders of the 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 management structure of a joint-stock company is not “eternal” and can 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 possibility of combining certain management links established by the law allows shareholders to choose the most acceptable scheme depending on the size of the joint-stock company, its capital structure and specific tasks of business development.

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 governing bodies: the general meeting of shareholders and the sole executive body, as well as one supervisory governing body - the audit commission. Since the task of the audit commission is to control the financial and economic activities of the company, it is, as a rule, not considered as the direct governing body of the joint-stock company. but effective management cannot be achieved without a reliable control system.

The difference in management options for a joint-stock company is manifested in a certain combination of individual and collegial management bodies.

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 to strengthen shareholders' control over the actions of the management of the 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 composition of the board of directors of the company.

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

In general, management represented by general director and the board cannot get a majority in the board of directors ( supervisory board), which enhances the influence of this governing body.

For credit institutions created in the form of a joint stock company, given form management is a must. In accordance with Art. 11.1 FZ 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 collegial executive body (Fig. 5).

Rice. 5

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

Reduced three-stage management structure of a joint-stock company(Fig. 6). This structure, like the first, 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 the participation of the company's managers on the board of directors. It provides only for the position of the general director, whose influence both on the management of the company and on the board of directors is increasing, since he, in fact, solely 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 get the opportunity to tightly control the executive bodies of the company. This option is more preferable for large shareholders who own a controlling stake, since it allows, without taking direct part in current affairs, to exercise reliable control over the executive bodies of the company.

Rice. 6

Rice. 7

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

Reduced 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 a situation when the CEO is also the main shareholder of the company, therefore the simplest management structure is chosen (fig. 8).

Rice. eight

Executive governing bodies of a joint-stock company

The concept of the executive body

The executive management body of a joint-stock company is a direct management body created by 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 governing bodies of a joint-stock company are liable to the company for losses caused to it as a result of their actions or inaction.

Types of executive management bodies According to the law, the executive management bodies of a joint-stock company can exist separately or simultaneously in two forms:

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

If the charter of a joint-stock company provides for the presence of both executive management bodies at once, then in the charter the competence of each of them should be clearly spelled out. The person performing 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 governing bodies of a joint-stock company are created by decision of the meeting of its shareholders, or these powers can be delegated to them to the board of directors.

The general meeting of shareholders or the board of directors, if the charter of the company assigns the formation of executive management bodies to its competence, may at any time decide on the early termination of the powers of the executive body.

If the formation of executive governing 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 make a decision to suspend 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 make a decision 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 his powers and on 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 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 a simultaneous 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. Decisions of the board of directors on early termination of the company's sole executive body and holding an extraordinary meeting to elect a new one are made by a majority of three quarters of the votes of the members of the board of directors, while the votes of the 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 can be transferred under an agreement commercial organization(managing organization) or individual entrepreneur(to the manager). The terms of the agreement to be concluded are approved by the board of directors of the company.

Applied to certain types joint-stock companies, it is stipulated that only the managing organization can be the executive body of management. So, according to clause 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", the manager of an investment fund can only be entity with the corresponding license of the Federal Financial Markets Service.

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

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 staffing table;
recruiting and dismissing employees;
issues orders and orders;
concludes contracts, agreements, contracts, opens accounts, issues powers of attorney, carries out material and financial transactions in an amount not exceeding 25% of the value of the assets of the joint-stock company;
makes claims and claims on behalf of society, etc.

Election of the CEO

The general director can be elected (appointed) by the general meeting of shareholders or by 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 make a decision 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.

Shareholders who own at least two percent of the company's voting shares may nominate candidates for the position of General Director. A different percentage of voting shares may be established by the charter or other document of the company. One application can contain no more than one candidate. Proposals with candidates must be submitted no later than 30 calendar days after the end of the fiscal year preceding the year in which the current CEO expires. The Board of Directors is obliged to consider the received applications 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 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 CEO. 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 is considered elected who, firstly, received the majority of votes of the shareholders participating in the meeting, and secondly, the largest number of votes relative to other candidates. If none of the candidates received a majority of votes, then the elections are declared invalid, which means the extension of the powers of the former CEO.

Board of the joint stock company

The Management Board is a collegial executive body for managing a joint-stock company. Together with the general director, it carries out the day-to-day management of the joint-stock company.

The competence of the board usually includes:

ensuring the implementation of decisions of the general meeting;
organization of operational management;
development of work plans for a quarter, half a 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, it includes persons holding key positions in the joint-stock company: CFO, head economist, Chief Engineer and others. The law does not determine how the board is elected.

General manager

Graduated from the Moscow Power Engineering Institute in 1994. For two years he worked at JSC Electrocentronaladka.

In 1996, he was appointed to the position of an engineer of the substation service of the Main Electric Networks of the Center. Since 1997 - the head of the PS MES Center service. In 2005, he was appointed Deputy Chief Engineer of the MES Center. Since 2009 - Director for Organization of Main Equipment Operation. In 2010, he was appointed to the position of First Deputy General Director - Chief Engineer of MES Center. On May 27, 2013 he was appointed to the position of General Director.

Awarded Certificate of honor FGC UES PJSC (2004), Certificate of Merit from RAO UES of Russia (2007), badge "For the construction and reconstruction of power grid facilities" (2008), Certificate of honor of the Ministry of Energy of the Russian Federation (2010) ), jubilee badge "90 years of GOELRO" (2010), Gratitude of the Government of the Russian Federation (2011), badge "10 years of FGC UES", badge "For contribution to the development of the Federal network company»II degree (2012).

First Deputy General Director - Chief Engineer

He began his career in the electric power industry in 1995, in the Novomoskovsk grids of JSC Tulenergo after graduating from the Novomoskovsk branch of the Moscow Institute of Chemical Technology. He worked his way up from an electrical fitter for the repair of switchgear equipment to the head of a group of substations.

In 2005 he moved to work in the branch of FGC UES - Priokskoye PMES. In 2013, he was appointed Deputy Director, then - Director for the organization of operation of the main equipment of the Center's backbone electrical networks. Since 2015 - Deputy Chief Engineer of the MES Center for the organization of the operation of the main equipment. In 2019, he was appointed First Deputy General Director - Chief Engineer of the MES Center.

Has gratitude from the Ministry of Industry and Energy of the Russian Federation, MES Center, PJSC FGC UES, PJSC Rosseti, certificates of honor from MES Center and PJSC FGC UES. Awarded with badges “For contribution to the development of the Federal Grid Company” II degree, “For contribution to the construction of Olympic facilities” and “For the construction and reconstruction of power grid facilities”.

Deputy General Director for Investment Activities and Network Development

Graduated from the Moscow Power Engineering Institute in 1993 with a degree in Electrical Engineer with a degree in Electrical Power Systems and Networks. In 1993-1994. studied at the graduate school of MPEI. Until January 1997 he worked as an engineer in technical department branch of RAO "UES of Russia" "Electrosetservice". In the period from January 1997 to September 2002, he passed the career path from an engineer of the first category to the head of the capital construction department in the Directorate of intersystem electric networks of Centerenergo RAO UES of Russia (since March 1997 - Territorial separate division of RAO UES of Russia - Central intersystem Electricity of the net).

For four years, until 2006, he headed the department of capital construction, then - the investment management service of the branch of PJSC FGC UES - MES Center. From 2006 to 2008, he headed the Directorate for Investment Management and capital construction... From 2008 to 2012 - director of the branch of PJSC FGC UES - CIUS Center. Since December 2012 - Deputy General Director of MES Center for Investment Activity.

Awarded with certificates of honor of PJSC FGC UES (2004 and 2006), a certificate of honor of JSC RAO UES of Russia (2008), a commendation of the Ministry of Energy of the Russian Federation (2012), as well as badges: “For construction and reconstruction power grid facilities "(2005)," 10 years of FGC UES "(2012)," For contribution to the development of the Federal Electric Grid Company "II degree (2012).

Deputy General Director for Economics and Finance

Born in 1982. In 2004 he graduated from the Penza State Agricultural Academy with a degree in Economics and Enterprise Management, in 2012 - from the Moscow Finance and Law Academy with a degree in Strategic management". Has a PhD in Economics

He began his career in 2004 in the Department of Penzaenergo OJSC. From 2005 to 2008, he held the positions of head of the tariff and pricing group, head of finance department in OJSC "Penza generating company" (since March 2007 the Penza branch of OJSC "TGC - 6"). Since 2009 he has been working in PJSC FGC UES, during this time he has gone from a leading expert of the budgeting and control department to the head of the Department of economic planning and budgeting.

In March 2015, he was appointed Deputy General Director of the MES Center for Economics and Finance.

Has certificates and gratitude from the Administration of the Penza Region, PJSC FGC UES, JSC Russian Grids.

Security Director

Higher education received in 1986 after graduating from the Perm Higher Military Command and Engineering School of the Strategic Missile Forces in the specialty " automated systems management ". From 1986 to 2004 he served in the bodies of the Ministry of Defense of the USSR and Russia.

In 2003 he graduated by correspondence from the Pyatigorsk State Technological University with a degree in law. From 2004 to 2007 he studied and graduated with honors Russian Academy public service under the President of Russia, having received the specialty "state municipal administration".

From 2004 to 2005, he worked as an advisor to the General Director of JSC Permenergo. For three years, from 2005 to 2008, he headed the Security Directorate of JSC TGC-9. In 2008-2011. headed the Security and Regime Department of the Generation of the Urals Division, then headed the Generation of the Urals branch of CJSC IES.

In July 2013, he was appointed Deputy General Director of the MES Center for Security.

Has a number of scientific publications on the problems of global threats to the security of Russia. He was awarded state and government awards, including the Order of Courage (1995), Order of Military Merit (2002), etc.

Director of corporate services

In 1999 he graduated from Moscow State University commerce with a degree in Accounting and Auditing.

From 2002 to 2003, he worked at the Moscow enterprise of backbone electrical grids of the branch of PJSC FGC UES - Backbone electrical grids of the Center as a deputy chief accountant. From 2003 to 2004 he worked in the Accounting and Reporting Service of the branch of PJSC FGC UES - Backbone Electric Grids of the Center as a chief specialist, and then as a deputy head of the service - head of the budget formation and execution sector. From 2004 to 2006, he held the position of head of the Planning and Economic Service. In 2006, he was appointed Deputy General Director for Corporate Services of the branch of FGC UES, PJSC - Backbone Electric Grids of the Center.

Awarded with the Certificate of Honor of the Moscow Enterprise MES Center (2002), the Certificate of Honor of the MES Center (2004), the Certificate of Honor of PJSC FGC UES (2008).

Network Development Director

Was born on January 3, 1982 in Ivanovo. In 2004, after graduating from the Department of Electrical Power Systems and Networks of the Ivanovo State Power Engineering University and obtaining the qualification of an electrical engineer, he took up the position of a dispatcher of the operational dispatch service of the MES Center.

Since 2006 he worked in the department of information exchange and support of contracts: leading, then - chief specialist, deputy head of the department. Since 2008 - Head of the Department of Balance Formation and Loss Calculation Service. In 2009, he was appointed head of the information exchange and reporting department at the WEM of the service for the provision of electricity transmission services. Since 2010 - Deputy Head of the Service for the Provision of Electricity Transmission Services. In February 2012 he headed the service technological connection MES Center. Since June 17, 2013 - Deputy General Director of the MES Center for Network Development and Services.

During labor activity awarded with certificates of honor from MES Center (2006), PJSC FGC UES (2008 and 2011), badge “10 years of FGC UES” (2012).

Meeting of shareholders

The supreme governing body of Public Joint Stock Company Gazprom is the General Meeting of Shareholders, which is held annually. The General Meetings of Shareholders held in addition to the annual General Meeting are extraordinary.

The shareholders who own ordinary shares have the right to vote at the General Meeting of Shareholders. Any shareholder, personally or through his representative, has the right to participate in the General Meeting of Shareholders. A meeting is competent if it was attended by shareholders holding in aggregate more than half of the votes.

The competence of the General Meeting of Shareholders, in particular, includes amendments to the Articles of Association of the Company, approval of annual reports and the auditor of the Company, distribution of profits, election of members of the Board of Directors and Audit Commission, making decisions on the reorganization or liquidation of the Company, as well as on the increase or decrease of its authorized capital.

The Board of Directors carries out general management of the Company's activities, with the exception of resolving issues referred to the competence of the General Meeting of Shareholders. Members of the Board of Directors of the Company are elected by the General Meeting of Shareholders for a period until the next annual General Meeting of Shareholders.

The Board of Directors, in particular, determines the priority areas of the Company's activities, approves the annual budget and investment programs, makes decisions on convening General Meetings of Shareholders, on the formation of executive bodies of the Company, and makes recommendations on the amount of dividends on shares.

Executive bodies

The Chairman of the Management Board (sole executive body) and the Management Board (collegial executive body) manage the current activities of the Company. They organize the implementation of decisions of the General Meeting of Shareholders and the Board of Directors and are accountable to them.

The Chairman of the Management Board and members of the Management Board are elected by the Board of Directors for a term of 5 years. The Board, in particular, develops the annual budget, investment programs, promising and current plans activities of the Company, prepares reports, organizes gas flow management, monitors the operation