External administration is applied in relation to a legal entity that is in the process of bankruptcy and is optional and is introduced by an arbitration court on the basis of a decision of a meeting of creditors. The introduction of such management makes sense if it is possible to avoid bankruptcy proceedings, for which an external manager is appointed by the arbitration court. At the same time, such a person receives a wide range of powers and fully replaces the head of a bankrupt enterprise in his position.
An important aspect arbitration management is the establishment of a moratorium on credit obligations of a legal entity facing bankruptcy.
Procedure for appointing an external manager
The decision to introduce external management is included in the enterprise-debtor. At the same meeting, the candidacy of the manager must also be approved. Thereafter court of Arbitration introduces external control while appointing an external manager. In the absence of such an opportunity, the court must approve the arbitration manager within a month after the start of external administration.
Candidates for this position may be proposed to the meeting of creditors by the tax authority, the bankruptcy creditor, the debtor himself or the owner of his property.
If at the first meeting of creditors a decision on arbitration management was not made, then the manager’s candidacy may be submitted for approval by the arbitration court within two weeks from the date of the decision issued by him on the introduction of external management at the bankrupt enterprise.
Who can be appointed manager?
The duration of the arbitration board is 18 months. But it can be either extended by 6 months or reduced by certain period at the request of the meeting of directors. The decision on this is made by the arbitration court.
Rights of an external manager
Immediately after the appointment, the external manager assumes all the management of the bankrupt enterprise, and the head immediately vacates the position.
Within three days governing bodies must transfer all accounting and other required documentation, seals, stamps and material assets at the disposal of the arbitration manager. At the same time, the manager undertakes to take control of the debtor's property, having carried out its inventory.
He also needs to open a special bank account for financial transactions, keep all types of legal records and provide reports on them.
The activities of the arbitration manager can be divided into two stages:
- Determination of the reasons that led the company to bankruptcy, including determining whether it was intentional.
- Activities aimed at liquidating insolvency legal entity.
At the first stage, the external manager focuses on the possibility of canceling some unfavorable contracts that were concluded by the debtor in the framework of civil law activities. To do this, he is given 3 months.
The classification of such transactions is carried out according to several parameters:
- Only contracts can be canceled which the parties have not fulfilled in part or in full.
- If the fulfillment of the terms of the transaction will result in losses, and contracts concluded under similar circumstances were previously successful.
- Benefits from the contract are designed for the long term, or it is concluded for a long period (i.e. more than 12 months).
- Other conditions are taken into account, which do not allow resuming the solvency of a bankrupt without canceling the contract.
In case of cancellation of any transaction, the other party may claim the recovery of damages without taking into account lost profits.
The arbitral tribunal may also invalidate an agreement which, according to the conclusions of the insolvency practitioner, has caused losses to creditors. Transactions that resulted in the satisfaction of the material interests of certain creditors to the detriment of others may also be cancelled.
The second stage of his activity, the external manager must begin with the drawing up of a management plan. He was given 3 months from the date of his appointment to complete this task.
This plan should have a clear time frame and be aimed at eliminating signs of bankruptcy. The concept and signs of bankruptcy.
In other words entity as a result of the arbitration management must be completely debt free and have at least some funds to continue economic activity. It is to achieve such results that the rights and obligations of the external manager are directed.
Arbitrator's Plan
The manager's action plan should include the following:
- List of measures aimed at restoring the solvency of the debtor enterprise. This may include:
- change in activity profile,
- closure of unprofitable enterprises,
- sale of some part of the property,
- issue of additional shares,
- staff retraining,
- increase in authorized capital, etc.;
- The order of implementation of the planned actions.
- Both foreseen and unforeseen costs associated with the implementation of the plan.
- Specific timeframes to be consistent with the term of external management.
Members of the meeting of creditors may approve or reject the plan proposed by the external manager. They have the right to apply to the arbitration court for the dismissal of the arbitration manager from office and for his replacement by another person.
The members of the meeting of creditors approve or reject the manager's plan.
Creditors are entitled to present claims to the debtor, which are considered by the external manager during the period of arbitration management, defining them as established in accordance with the law. Such requirements are entered into the register within 14 days. sample register of creditors' claims. After no more than 1 month from the date of receipt of the claim, the arbitration manager shall report the results of their consideration to the creditor.
Responsibilities in managing the debtor's business
It is worth emphasizing that an attractive side of external management for the debtor is a moratorium on the repayment of creditor claims. start of external control. At this time, instead of paying off debts, the available funds can be used to improve financial condition enterprises.
The external manager has the right to dispose of the property of the debtor enterprise, and the owner cannot influence his decisions. To avoid the adverse consequences of such broad powers, some mechanisms are established in the legislation.
Restrictions have been imposed on transactions that exceed 20% of the value of the debtor's assets and on contracts where an external manager may be an interested party. Such agreements may be entered into by the arbitration manager only with the approval of the creditors.
15 days before the expiration of his powers, the external manager must submit to the creditors' council a full report on his activities. This may happen earlier if there are grounds for it.
In the final report, the receiver must indicate the latest financial indicators enterprises. They need to highlight the balance of profit and loss for reporting period, information on the possibility of paying debt obligations to creditors.
Based on the report, the board of creditors may make the following decisions on the results of the work of the external manager:
- termination of external administration as a result of restoration of the debtor's solvency;
- petition for an extension of the external administration period;
- application for declaring the company bankrupt;
- conclusion and.
The arbitration court agrees with the opinion of the council of creditors or makes a different decision.
Competition manager- this is a person who, according to the law of the Russian Federation of November 19, 1992 “On the insolvency (bankruptcy) of enterprises, carries out.
The task of the bankruptcy trustee
The bankruptcy commissioner is obliged to conduct a procedure aimed at the forced or voluntary liquidation of an insolvent organization.
How is a bankruptcy trustee appointed?
Bankruptcy managers are people who are specially trained and perform certain actions at the time of bankruptcy of the object, who are members of the self-regulatory organization arbitration managers.
The bankruptcy trustee is appointed by the arbitration court. The bankruptcy trustee is the head of the insolvent object and its management bodies, as well as the owner of the debtor's property, if any.
To appoint a bankruptcy trustee, the court shall issue an appropriate ruling, which may be appealed. The action of the bankruptcy trustee ends at the moment of termination of this bankruptcy proceedings.
To become a bankruptcy trustee, one must work as a lawyer, an economist, or have a practice in doing chores.
It should be noted that the bankruptcy trustee has an irregular working hours, works with a large amount of information, and is engaged in a complex procedure for preparing the bankrupt's property for sale.
Obligations of the bankruptcy trustee
The duties of the bankruptcy trustee include the following:
conduct an inventory of the bankrupt's property;
organize the valuation of property with the involvement of an appraiser;
within a week after receiving the powers, the bankruptcy trustee is obliged to publish information about the bankrupt and his property in special sources;
control the safety of the bankrupt's property;
search for and recover the debtor's property stored with third parties;
analyze the financial situation of the debtor;
in case of dismissal, notify the employees of the bankrupt about the upcoming dismissal no later than one month from the date of declaring the debtor bankrupt;
provide information in full about the debtor and its property to applicants who are interested in the debtor's lot and plan to take part in the auction;
maintain a list of creditors' claims, if this task is not performed by a specialized organization - the registrar.
Powers of the bankruptcy trustee
In addition to a number of obligations, the bankruptcy trustee is endowed with a whole package of powers.
Powers of the bankruptcy trustee:
own the property of the bankrupt legal order and conditions;
deal with the dismissal of bankrupt employees, employees in senior positions are no exception;
send the debtor's documentation for storage;
present statements of claim on the invalidity of transactions carried out by the debtor;
demand the property of the bankrupt, which is kept by third parties, and perform other actions aimed at the return of property.
Responsibility of the bankruptcy trustee
The powers of the bankruptcy trustee are directly related to the responsibility of the bankruptcy trustee. Given that the bankruptcy trustee is endowed with a number of powers, he is held liable for violation or failure to fulfill his duties and powers.
Liability may follow in the event of the following administrative violations:
unnatural creation of insolvency of persons by special actions or inactions;
the bankruptcy trustee conceals the location of the debtor's property;
does not provide the necessary information about the property;
destroys or falsifies information about the property;
does not agree on the procedure for transferring the debtor's property;
does not comply with legal requirements when concluding contracts or when external management;
makes transactions in excess of official authority.
If the first and last points are violated, the bankruptcy trustee risks being left without work in this position for a temporary period of not more than three years.
Bankruptcy manager's report
After the settlements with all creditors are completed or the bankruptcy proceedings are terminated, the bankruptcy trustee must submit a report on the work done, on the results of this procedure, to the arbitration court.
The report of the bankruptcy trustee is a list of documents confirming:
sale of the debtor's property;
repayment of credit obligations;
providing the Pension Fund (its territorial subdivision) with information about the date, place of birth of the debtor, his citizenship and passport data, including the full name, gender and address of the permanent registration of the bankrupt person.
In addition to the above documents, bankruptcy trustees must attach to the report a register of creditors' claims, which will indicate the amount of paid debts of the bankrupt person.
After the bankruptcy commissioner has drawn up and submitted his report to the competent authority, he is obliged to notify the creditors of this fact.
Supervision of the activities of the bankruptcy trustee
Control over the activities of the manager is carried out in accordance with Art. 143 FZ "On bankruptcy".
According to this law, creditors (meeting or committee) receive all the information necessary for this at least once every three months, unless otherwise established by the meeting of creditors.
Information provided for monitoring may be in the form of reports or any separate documents, showing the state of affairs during the competition or at its completion.
The report of the bankruptcy trustee must contain the following information:
on the inventory of the debtor's property, its assessment, if required;
on the amount of funds that were credited to the debtor, and the sources of such financing;
on the process of selling the property of a bankrupt entity, indicating the amounts received;
on the size and number of debt collection claims submitted to third parties;
on the number of people working for the debtor who continue to work after the opening of the competition, and the number of dismissed (resigned) employees;
on the work that was done to ensure that the transactions were declared invalid, in the interests of the debtor;
on the compilation and maintenance of a register of creditors' claims, with information on their total amount and size separately in each queue;
about the measures that were taken to preserve the property of the bankrupt object and to recover the property that belongs to it, but for some reason is held by third parties;
on the amount of current debt, with a description of the reason for its formation;
on the work performed by the bankruptcy trustee to close the accounts of the debtor;
on bringing to subsidiary liability persons who bear obligations in connection with bringing the debtor to bankruptcy;
all other information, the content of which is established by the bankruptcy trustee, creditors or arbitration court.
All data related to the bankruptcy proceedings, for example, about the expenses of the bankruptcy trustee for conducting the relevant process, the bankruptcy trustee must provide at any time at the request of the arbitration court.
Still have questions about accounting and taxes? Ask them on the accounting forum.
Bankruptcy manager (external manager): details for an accountant
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- Practice of the Supreme Court of the Russian Federation on tax disputes for October 2019
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- Cases of mandatory property valuation
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1. General provisions
1.1. The Managing Director of the Company, in accordance with the current legislation of the Russian Federation, manages the production, economic and financial and economic activities of the Company within the powers granted to him by the regulatory legal acts of the Russian Federation, the Charter of the Company, the Company's internal regulatory documents, the employment contract and this Job Description, bearing all full responsibility for the consequences of the decisions made, the safety and efficient use of the Company's property, as well as the financial and economic results of its activities.
1.2. The Managing Director of the Company belongs to the category of managers, is appointed and dismissed from his position by the General Meeting of Shareholders of the Company.
1.3. The Managing Director of the Company reports directly to the General Meeting of Shareholders and the Board of Directors of the Company.
1.4. The Managing Director of the Company reports directly to the Executive Director, Deputy Managing Director for Development, Controller, Lawyer, Chief Accountant, Executives structural divisions(departments, branches), Office Manager of the Company.
1.5. During the absence of the managing director of the organization, his official duties are performed by an employee of the Company appointed by order, belonging to the category of managers, who is responsible for their high-quality, efficient and timely implementation.
1.6. The Managing Director of the Company is assigned an irregular working day.
1.7. In his work, the Managing Director of the Company is guided by:
- 1.7.1. Requirements of the current legislation of the Russian Federation;
- 1.7.2. Regulatory documents of the Federal Commission for the Securities Market and other regulatory documents regulating the work with securities;
- 1.7.3. the Articles of Association of the Society;
- 1.7.4 Rules for maintaining registers of holders of registered securities and other internal regulatory documents of the Company;
- 1.7.5. Requirements of the general meeting of shareholders and the Board of Directors of the Company;
- 1.7.6. This Job Description.
2. FUNCTIONS OF THE MANAGING DIRECTOR
The Managing Director of the Company is entrusted with the following functions:
2.1. Management of the financial and economic activities of the Company in accordance with the Charter of the Company;
2.2. Ensuring compliance with the law in the activities of the Company;
2.3. Drawing up strategic and current plans of the Company;
2.4. Fulfillment of instructions of the general meeting of shareholders, the Board of Directors of the Company;
2.5. Organization of the work of the Company and effective interaction of all structural divisions of the Company.
3. DUTIES OF THE MANAGING DIRECTOR
The direct duties of the Managing Director of the Company include the following works and signing of the relevant documents:
3.1. Managing the financial and business (professional) activities of the Company, ensuring that the Company fulfills the tasks assigned to it, timely and uniform implementation of the regulatory acts of the legislation of the Russian Federation, the Rules for maintaining the register of securities holders, the Rules for internal document flow and control of the Company, internal normative documents Society;
3.2. Ensuring compliance with the law in the activities of the Company and the implementation of its economic and economic relations, the use of legal means for financial management and functioning, strengthening contractual and financial discipline, regulating social and labor relations, ensuring the maintenance and expansion of entrepreneurial activity Society;
3.4. Ensuring the fulfillment of all license requirements when carrying out the activities of the Company in accordance with the legislation of the Russian Federation, organizing the preparation of relevant documents and taking all necessary actions to obtain (renew) a license to carry out the statutory activities of the Company;
3.5. Organization of work and effective interaction of all structural divisions, direction of their activities towards the development and improvement of the works and services performed, taking into account social and market priorities, increasing the efficiency of the Company, increasing profits, the quality and competitiveness of the services provided in accordance with international standards in order to conquer the domestic and overseas market;
3.6. Ensuring that the Company fulfills all obligations to the federal, regional and local budgets, state non-budgetary social funds, customers and creditors, including banking institutions, as well as economic and employment contracts(contracts) and business plans;
3.7. Organization of production and economic activities of the company based on the widespread use of the latest equipment and technology, organization of the development and implementation of the latest progressive technologies for the implementation of work by the Company, progressive forms of management and organization of labor, scientifically based standards for material, financial and labor costs, market research and best practices ( domestic and foreign) in order to comprehensively improve the technical level and quality of works (services), economic efficiency production of works and services), rational use of production reserves and economical use of all types of resources;
3.8. Organization of provision of the Company with all necessary material and technical conditions of activity;
3.9. Protection of the property interests of the Company in court, arbitration, bodies state power and management;
3.10. Ensuring the safety of material assets belonging to the Company;
3.11 Taking measures to ensure the Company qualified personnel, rational use and development of their professional knowledge and experience, creation of safe and favorable working conditions for life and health;
3.12. Development and approval of the staffing table of the Company, organization of development and approval job descriptions for employees of the Company, organization and implementation of the selection, hiring and dismissal of employees of the Company in accordance with the Job Instructions approved by the Company, carrying out certification, organizing training for subordinate employees of the branch;
3.13. Security right combination economic and administrative methods of leadership, unity of command and collegiality in the discussion and resolution of issues, the application of the principle material interest and responsibility of each employee for the work entrusted to him and the results of the work of the entire team, payment wages on time;
3.14. Solving issues related to the financial, economic and economic activities of the organization, within the rights granted to it by law, entrusting the conduct of certain areas of activity to others officials under his direct control;
3.15. Ensuring and monitoring the implementation of decisions of the General Meeting of Shareholders, the Board of Directors of the Company, providing information, reporting on the activities of the Company and explanations on the management of the activities of the Company to the General Meeting of Shareholders, the Board of Directors and the Auditors of the Company;
3.16. Organization and control of work on maintaining registers of shareholders, maintaining the safety of documents and information, on maintaining archives in the Company;
3.17. Organization and control of reporting on professional activity Societies to inspecting state bodies (FCSM of the Russian Federation, PARTAD, etc.);
3.18. Organization and control over the fulfillment of the requirements and instructions of the inspecting state bodies (FCSM of the Russian Federation, PARTAD, etc.);
3.19. Organization and control of the preparation and sending of requests regarding the activity of maintaining registers to state and other regulatory bodies (FCSM of the Russian Federation, PARTAD);
3.20. Organization of reference accounting, all forms of reporting, office work and the archive of the Company, ensuring proper accounting and preparation of reports provided for by the current legislation of the Russian Federation;
3.21. Ensuring timely submission of accounting and other reporting established by decisions of the Board of Directors of the Company to the Board of Directors of the Company and to supervisory authorities;
3.22. Ensuring, at the request of authorized state bodies and other organizations, the provision of information and reporting on the activities of the Company in accordance with the procedure established by law and internal documents of the Company;
3.23. Organization of all necessary works for the implementation of internal control in the Company, assistance to the Controller of the Company in the performance of his official duties;
3.23. Control over the security and protection of information in the Company's register maintenance system;
3.24. Observance of official secrecy in relation to the information received, ensuring, in relation to the working conditions of the Company, the development, compliance with measures and the creation of conditions that prevent leakage of confidential information, the immediate notification of the Board of Directors of the Company of all cases of blackmail, threats and attempts to use them, regardless of the nature of the requirements, as well as attempts by anyone to obtain information relating to the activities of the Company;
3.25. Organization of elimination of revealed violations of the legislation of the Russian Federation, regulatory legal acts of the Federal Commission for the Securities Market of the Russian Federation, internal regulatory documents and procedures of the Company, as well as the causes and conditions that contributed to the commission of the violation;
3.26. Informing the Federal Securities Commission of the Russian Federation in due time about the following facts: non-compliance by a professional participant with the calculated values of standards and indicators established by the Federal Commission for the Securities Market of the Russian Federation; on violation by a professional participant of the requirements of the legislation of the Russian Federation, regulatory legal acts of the Federal Securities Commission of the Russian Federation, other regulatory legal acts of the Russian Federation, resulting in the loss or significant decrease in the client's funds (by 20% or more), on the misuse of official information; about possible manipulation of prices by a professional participant or his clients; about alleged violations of the requirements of the legislation of the Russian Federation and regulatory legal acts of the FCSM of the Russian Federation by the clients of the professional participant;
3.27. Providing the Federal Commission for the Securities Market of the Russian Federation with information on the actions taken or planned to eliminate the above violations;
3.28. Organization and control of the implementation by subordinate employees of their Job Descriptions, requirements of the legislation of the Russian Federation and internal regulatory documents of the Company, organization of the Company's work to eliminate violations and shortcomings in the activities of subordinate employees;
3.29. Improving your professional level;
3.30. Performing properly the functions provided for by this Job Description;
3.31. Fulfillment of other executive and administrative duties on the operational and economic activities of the Company in accordance with the current legislation of the Russian Federation, the Charter of the Company.
4. RIGHTS OF THE MANAGING DIRECTOR
The Managing Director of the Company has the right:
4.1. Draw up and sign documents related to the level of his competence;
4.2. Represent the interests of the Company without a power of attorney in institutions, organizations, state authorities and administration;
4.3. Conclude and terminate on behalf of the Company any types of contracts, including employment contracts;
4.4. Open all types of accounts of the Company in banks;
4.5. Approve and sign the Job Descriptions of subordinate employees, orders, instructions, give instructions within their competence that are binding on subordinate employees;
4.6. Approve Rules work schedule days and other internal documents of the Company related to 4.6. its competence;
4.7. manage property and in cash Society;
4.8. Issue powers of attorney;
4.9. Approve staffing Society;
4.10. Hire and dismiss employees of the Company;
4.11. Encourage and engage in disciplinary and liability employees of the Company;
4.12. In accordance with the legislation of the Russian Federation, determine the system, forms and amount of remuneration and material incentives for the Company's employees;
4.13. Submit issues related to its activities and beyond its competence for consideration general meeting shareholders and the Board of Directors of the Company in the manner determined by the legislation of the Russian Federation and the Charter of the Company;
4.14. Obtain necessary clarifications from subordinate employees of the Company;
4.15. Make decisions within your competence.
5. RESPONSIBILITY OF THE MANAGING DIRECTOR
The Managing Director of the Company bears the responsibility provided for by the legislation of the Russian Federation:
5.1. For poor-quality and untimely performance of duties and failure to fulfill the rights provided for by this Job Description;
5.2. For losses caused to the Company by its guilty actions (inaction) in the process of fulfilling its functions and duties stipulated by this Job Description;
5.3. For disclosure of information containing official secrets;
5.4. For non-compliance with the Job Instructions by subordinate employees, for their non-compliance with the Internal Labor Regulations, the Rules for Safety, Labor Protection, Fire Protection and other internal regulatory documents of the Company.
6. QUALIFICATION REQUIREMENTS
6.1. A capable person is accepted for the position of the Managing Director of the Company. individual, satisfying the following qualification requirements. Managing director:
- Should have higher education.
- Must have a FCSM 3.0 qualification certificate.
- Must be registered in the Register of Certified Persons.
- Should not be excluded from the Register of Certified Persons.
- Must have at least 5 years of related work experience.
- Must have experience with a personal computer, software products.
6.2. The Managing Director of the Company must be proficient in the following matters:
- legislative and regulatory acts of the Russian Federation regulating the production, economic and financial and economic activities of the Company;
- civil law;
- tax legislation;
- environmental legislation;
- current legislation on securities;
- device and functioning joint-stock company;
- labor law;
- market conditions;
- profile, specialization and structure of the Company;
- work culture and work ethics;
- occupational health, safety and fire protection.
The job description of the managing director has been developed in accordance with __________________________.
Article 129. Powers of the bankruptcy trustee
1. From the date of approval of the bankruptcy trustee until the date of termination of bankruptcy proceedings, or the conclusion of a settlement agreement, or the removal of the bankruptcy trustee, he shall exercise the powers of the head of the debtor and other management bodies of the debtor, as well as the owner of the debtor's property - unitary enterprise within the limits, in the manner and under the conditions established by this Federal Law.
2. The bankruptcy commissioner is obliged:
take over the debtor's property, conduct an inventory of such property within a period not later than three months from the date of the introduction of bankruptcy proceedings, unless a longer period is determined by the court considering the bankruptcy case, on the basis of a petition of the bankruptcy trustee in connection with a significant amount of the debtor's property;
include in the Unified Federal Register of Information on Bankruptcy information on the results of an inventory of the debtor's property within three working days from the date of its completion;
engage an appraiser to appraise the debtor's property in the cases provided for by this Federal Law;
take measures aimed at searching, identifying and returning the debtor's property held by third parties;
take measures to ensure the safety of the debtor's property;
notify the debtor's employees of the upcoming dismissal no later than within a month from the date of the introduction of bankruptcy proceedings;
present claims to third parties that have a debt to the debtor for its collection in the manner established by this Federal Law;
declare in in due course objections to creditors' claims against the debtor;
keep a register of creditors' claims, unless otherwise provided by this Federal Law;
transfer for storage the debtor's documents subject to mandatory storage in accordance with federal laws. The procedure and conditions for the transfer of the debtor's documents for storage are established by federal laws and other regulatory legal acts. Russian Federation;
conclude transactions in which there is an interest, only with the consent of the meeting of creditors or the committee of creditors;
perform other duties established by this Federal Law.
3. The bankruptcy commissioner has the right:
dispose of the debtor's property in the manner and on the terms established by this Federal Law;
dismiss the debtor's employees, including the head of the debtor, in the manner and on the terms established by federal law;
declare a refusal to execute contracts and other transactions in the manner established by Article 102 of this Federal Law. The bankruptcy commissioner is not entitled to declare a refusal to execute the debtor's contracts if there are circumstances preventing the restoration of the debtor's solvency;
file an application to the arbitration court on behalf of the debtor for the invalidation of transactions and decisions, as well as for the application of the consequences of the invalidity of void transactions concluded or executed by the debtor, claims for the recovery of losses caused by the actions (inaction) of the head of the debtor, persons included in the board of directors (supervisory Council), collegial executive body or other management body of the debtor, the owner of the debtor's property, persons acting on behalf of the debtor in accordance with the power of attorney, other persons acting in accordance with founding documents the debtor, bring claims for the recovery of the debtor's property from third parties, for the termination of contracts concluded by the debtor, and perform other actions provided for by federal laws and other regulatory legal acts of the Russian Federation and aimed at returning the debtor's property;
to exercise other rights related to the performance of the duties assigned to him, established by this Federal Law.
6. The meeting of creditors has the right to decide on the termination of the economic activities of the debtor, provided that such termination does not entail man-made and (or) ecological disasters, termination of operation of facilities used to ensure the activities of preschool educational organizations, other educational organizations, medical institutions, facilities used for organizing first aid, emergency and emergency outpatient, inpatient medical care, utility infrastructure facilities related to life support systems, including water, heat, gas and energy supply facilities, sewerage, wastewater treatment, processing, recycling, neutralization and disposal of municipal solid waste, facilities intended for lighting urban and rural settlements, objects intended for the improvement of territories (hereinafter - socially significant objects), necessary for the life support of citizens. The bankruptcy commissioner is obliged to stop the production of goods by the debtor (performance of works, provision of services) on the basis of the decision of the meeting of creditors to terminate the economic activity of the debtor within three months from the date of such a decision.
systems business expertYou can conquer the universe from a horse, but you can't rule it from a saddle
Yelü Chucai, adviser to Genghis Khan
to whom: owners, top managers
Who will benefit from the information and why?
The article is primarily intended for owners who hold positions CEO in their companies, while mired in operational matters.
Top managers and managers, after reading the article, they can help their boss in delegating authority and resolving issues of operational management. Which, of course, will strengthen their own professionalism.
Other executives will be able to see the path that needs to be taken to become an executive director.
Owner's Cross, or Running around the Circle of Operational Tasks
Imagine an owner whose daily activities are reduced to one function: “extinguishing fires and force majeure” to which there is no end. The moment has come when the owner drops his hands from impotence. An entrepreneur comes to work thinking he is forever stuck in Groundhog Day. And instead of his favorite job of strategic development and inventing new ideas, he is forced to again engage in ... routine!
How does this happen? The model is next. The owner of the company expects that today he will finally “put out all the fires”, and tomorrow he will vigorously tackle strategic development issues, revise the sales system and finally rein in the relaxed team (perhaps with the help of regular management). “Tomorrow” is delayed again and again for the following reasons:
- At a time when the owner puts out some "fires", new ones appear in neighboring areas. After all, the owner did not have time to take preventive measures to prevent them.
- Subordinates and employees are accustomed to come with all the problems to the boss. Moreover, they are happy to carry him tasks that they are able to solve themselves. But the owner has no time to understand and train employees, because. he is too busy putting out fires.
Internal Obstacles to Salvation
Is it possible to break out of this vicious circle? The answer seems obvious - to find and hire a person who will deal with all the “RAM”.
But even here everything is not so simple, there are two “internal” obstacles in the “heads” of the owners:
- Management is not a job. In Russia, many still do not consider management to be a full-fledged job: it is a pity for money, and it is not clear how to evaluate intermediate results. Hear in 6 months “sorry, it didn’t work out”- waste of time and money. And it’s not entirely clear how to correctly transfer tasks so that they don’t “fly” again to the owner in an increased volume.
- Jealousy for one's own offspring. I am the owner of a business, which means that I myself must and can cope with all managerial tasks! If I take the manager, I will sign my own helplessness. Everyone will say that I succeeded “only with the help of a manager”.
The list can certainly be continued. If you find any of the above in yourself - consider this moment. I am sure that even without my help you will be able to come to the right idea. I tried to dispel the remaining doubts about the need for an executive director in the second part of the article.
The main managerial role of the company manager
Company manager- a person who is in charge of the operational control of the implementation existing rules, ensures the implementation of internal orders; solves issues that cannot be resolved at the level of employees or other managers. This is the main function of the manager - Administration.
Do not expect to “load” on the manager additionally: the strategic development of the company, the development of a sales system and the development of client processes. After all, the manager, as a rule, plays managerial roles well.” Administrator" and " Results Producer". This is what you need to look for first of all (the article “” will help you to deal with managerial roles in more detail, see the section “Typical mistake No. 2: Require the manager to perform opposite managerial roles perfectly”).
The name of the manager's position is not so important. It can be an executive or a general manager. In what follows, I will use “executive director” and “manager” as synonyms.
If you have taken up the task of delegating the management function in your company to other people, start with the manager. After all, it is the role of “Administrator” that is often the worst developed among “Entrepreneurs”.
Remember that now you manage every employee who does not have a direct supervisor: the secretary, the heads of departments, and others (system administrator, accountant, HR specialist, etc.). The Executive Director will take care of it.
Then you can move on to the delegation of development (top development manager) and, finally, the general directorate, where the owner will be able to move from the role of “general director” to the role of “shareholder”.
The duties of a manager may vary from company to company, so the following is an excerpt from the requirements for a manager that apply in “ Open Studio". Copy and take them as a basis.
Key areas of responsibility of the executive director
- Realize operational management company.
- Control the execution of client and internal processes, the work of employees.
- Organize work within the framework of agreed strategic, tactical and operational plans.
Key functions (duties) of the executive director and requirements for professional skills
All of the following actions must be performed by the employee independently no later than 6 months after starting work:
- Operatively manage the activities of the company (play the role of “manager”)
- Independently carry out operational management of the company within the framework of the powers granted (bear full responsibility for the results of the work of all employees of the company, both full-time and freelance).
- To exercise control and be personally responsible for the implementation of internal regulations, instructions and technologies by all employees of the company (including by delegating authority to the heads of the relevant departments). This includes planning and reporting, work with tasks, projects, regulations, etc.
- Play the role of a “filter” from operational issues for higher top managers: organize warning (preventive measures), collection, timely processing and resolution of emerging operational issues: from employees, organizational, events, etc.).
- Organize, control and develop financial accounting processes (including monthly calculation of net profit, forecasts, etc.)
- Organize and monitor compliance by employees with: quality standards, technologies, regulations and rules when performing work with client projects and tasks.
- Find and eliminate bottlenecks in client processes (how to do work more efficiently while improving its quality).
- Organization of the process of hiring and dismissal of employees for both full-time and freelance specialists.
- Organization of the process (for both full-time and freelance specialists) of the calculation and transfer of wages, vacation pay, etc.
- Promptly manage and promptly resolve emerging issues (managerial - independently, professional - with the involvement of relevant specialists from contractors) from the field: IT, accounting, legal, rental of premises, other contractors. Organize and control, take part in the development of the following services: 1) IT service; 2) accounting; 3) legal service, etc.
- Organize (formulate criteria) and carry out the selection of external contractors / experts in various business areas: accounting, lawyers, IT specialists, sales, etc.
Scheme of interaction in the company with the executive director
If earlier all unresolved issues from employees “flyed” to the general director (owner), now the manager becomes a kind of barrier from the flow of operational tasks and takes the “blow” on himself. The interaction scheme looks like this:
- QUESTION ON THE TASK → task manager → project manager → task manager → EXECUTIVE DIRECTOR→ owner.
Note that if an employee on a task does not have a project manager and a line manager, then in the absence of an executive director, she immediately “flies” to the owner.
This implies the illusory nature of the possibility of replacing one manager with several line managers in areas or project managers. Yes, functions can be distributed. But there will be no employee who is fully responsible for the entire process (again, it will be only you). This means that all problems at the junction of directions, or unresolved by the heads of directions and projects, will again “knock” immediately to you.
In fact, the executive director is at the “front line” (all operational contacts are closed to him) and bears the burden of informing employees and implementing decisions that are far from always popular.
Therefore, if someone thinks that “any fool can be a professional manager”, he is deeply mistaken. The profession of a manager is complex, requires constant training, development managerial competencies and from time to time accompanied by nerve-wracking. In a word, the one who professionally performs this role deserves deep respect.
Executive director (manager) in a commercial company: answers to questions from owners
The manager has been working in my company for more than 4 years. I also happened to see many examples of delegation of functions and powers to the executive director of my Clients: both positive and negative. Situations are different.
I decided to present further information on the executive director (manager) in the format “ Questions and answers”.
Among the questions: 1) my own, which I once found it difficult to answer; 2) Client issues that I encounter when implementing regular management; 3) the questions I have collected in in social networks from directors and owners of companies specifically for this article. Once again, I express my deep gratitude to all the authors of the questions.
Many of the recommendations apply equally to other top managers as well as to middle managers.
I want to immediately note an important point: the options and scenarios of actions that I propose are not a dogma. It will be useful not just to “take and do”, but first to analyze how applicable they are personally in your situation.
Where and how can I find a manager for my company?
The question is so broad that it is not possible to answer it briefly. Therefore, I will write everything in detail in a separate article. But I'll give you a brief summary anyway.
In my opinion, it is a big misconception that this task can be completely delegated to an HR specialist. In one company, the owner wondered why HR could not find him an executive director, and the selected candidates show their prof. unsuitability. Be prepared: for successful hiring, you will need to be personally involved in most stages of the search - from the formation of requirements and selection filters to personal participation in interviews after “sorting out obviously unsuitable ones”.
But there are much more questions about hiring. How to understand that we will work together? Is it better to find an experienced person or grow in your team? Is it worth looking for a manager only among familiar “reliable” people? All this - in a separate article.
Does the CEO need to have experience in the industry in which the company operates?
In my opinion, if a company operates in the corporate services market (B2B market), experience in working with client processes will be a significant advantage for a candidate for the position of an executive director. Firstly, it will help to better understand the internal industry nuances, and secondly, having practice will allow you to more meaningfully control the processes that employees work with.
But it is possible that the manager will be from a related field and without experience in working on client processes. Then it makes sense when introducing him to a position to make sure that he gets practical experience working with clients, participates in client processes.
Henry Ford tried not to hire specialists in a particular field for leadership work, since, in his opinion, in many respects they have “industry” stereotyped thinking and breakthroughs can hardly be expected from them.
But if you are a small company and it is important that the CEO can be a “hot swap” key personnel working with customers, then look with experience. Don't forget to study the labor market too. The more narrow the requirements, the less likely it is to find.
What system of remuneration should an executive director have? What is the motivation?
First part- monetary compensation in the form of a sufficiently high salary. There is no formula here, but the amount should be clearly above the average for the company. Salary is important, because the executive director is largely focused on the implementation of pre-fixed processes.
You can make part of the salary in the form of achieving certain KPIs. But be careful with them. One transport company the owner made dependent “the number of unresolved problems that reach him” and "manager's salary". Less problems began to reach the owner, but it turned out that those that only he could solve stopped reaching (the executive director tried with all his might to solve situations that lay far beyond his area of proximal development). As a result, KPI was formally met, but because of this, the company suffered losses.
The second part monetary reward executive director - percentage of net profit. As a rule, the manager can influence it by reducing costs, as well as the accuracy of observing technologies and eliminating distortions in them. The percentage is discussed individually.
Is it worth inviting a manager to introduce regular management in the company?
It is important to separate the process of “implementing regular management” from the processes of “actively participating in implementation” or “administrating within regular management”.
In the best case, the manager will have, in addition to “administration”, also “participatory experience”. As I mentioned at the beginning of the article, a good simultaneous performance of the functions of “strategic development” and “administration” is extremely rare in one manager.
But many, of course, want everything at once, according to the “magic pill” principle. I suggest two options:
- Take the manager along with the start of the regular management implementation project or a little later ("test him in combat", involve him in active work on the regular management implementation project).
- Invite when the foundation for the company's management system will be laid with the help of regular management.
How to recruit a manager?
It will be nice if the manager first works as a manager who is directly involved in the most important process for the company. To feel everything “on your own skin”.
For example, for a company that sells private houses, this may be a manager who oversees the construction site from accepting money from a client to handing over the keys. Those. follow the principle: “Before entrusting the army, let me command the company”.
During probationary period the executive director can combine two functions (the ratio between the allocated time may be different and depends on the experience of the manager, his professional skills and the current situation in the company).
Before entrusting the army, let me command a company
First function accepted employee - acting executive director(allocate from 60% to 80% of the time), the second - client process manager(in the example - the construction of a private house). This enables the executive director to get to know the client process better in practice, to see inconsistencies and distortions in it.
When there is time, you can allocate 3 months to work only with the second function. And only then gradually connect the function of the executive director.
How to reduce the risk that the manager will “take away” my business or open a parallel one and quietly drag clients?
Perhaps this is one of the most significant fears of owners. If in the case of production it is not so easy to “take away the business” (try it, transfer the toothpaste production plant to yourself), then in companies providing services or in intermediary companies (sale of equipment, goods, including wholesale), the problem is “ withdrawal of business” is much sharper.
A typical scheme looks like this: at some point, an employee begins to “take away” some of the clients “to the left”, to his company. Or immediately after leaving the company, he uses the client base and technologies, offering “everything the same, but at a significant discount.”
Naturally, it does not follow from this that now it is necessary to stop trusting everyone. But the principle trust but verify“No one canceled. And it’s even better to do it in such a way that with the help of “continuing the picture of the world into the future” to show that such a number will not work with you (the extension of the picture of the world into the future must be started at the interview stage, which, as well as the entire search process, I will tell in one of the following articles).
I want to note that all of the following ways to prevent negative scenarios apply to all employees working with clients.
- Mystery shopper. Best check not only how well incoming applications are processed, but also “whether applications merge to the left” (Not so long ago I was in mall with children on the rides. The employee who monitored the “cabin 5D” offered to pay at a discount past the checkout).
- Control of the most critical points(usually this is the receipt and accounting of funds).
- legally significant non-disclosure agreement, which is signed both with the manager and with all other employees. Be sure to indicate in it that the client base and the base of performers are the property of the company.
- External contractors or independent auditors in key areas (it is necessary to communicate at the level of owners). If something goes wrong, they will immediately signal.
- Personal acquaintance with key clients , preferably at the level of owners. Communication at least 1 time in 6 months. At the same time, a great opportunity to get feedback on the work of the company.
- Organize the process so that "pumped" the brand of the company, and not a manager (he does not say that everything is fine, because he is a genius, but positions his achievements within the company as a merit of the management system).
- Honesty Award for both employees (contractors) and customers. If you are offered something past the checkout, get it for free. If you have witnessed a violation of the interests of the company (the definition of the concept of “fact of violation of interests” should be in the general regulations) from someone else, report and receive a bonus of 10,000 rubles.
- "Wolf Ticket" with a loss of reputation in the market (for this you need to communicate with colleagues in the industry). Your business may not go, even with someone else's client base. And what will an employee with such a reputation do next?
- Transparency of all processes in the company, to the extent possible (customer service, shipment of goods / provision of services, financial accounting, etc.).
Most importantly, the owner must have a clear willingness to go all the way in the fight against attempts to divert the business or customer base. Willingness to deploy both legal prosecution (lawyers of course should be ready) and other methods (“wolf ticket”).
Act according to the principle “move with profit, hold with harm”. Do not forget to reward the achievements of your CEO for achievements, otherwise he will simply leave your company (I wrote about motivation above).
How not to become dependent on the manager? How to prevent his "star disease" and the feeling of indispensability?
The feeling of indispensability eventually leads, as a rule, to permissiveness in behavior. This has an extremely negative impact on the company, other employees and, oddly enough, on the most "irreplaceable". Feeling like a star, he stops developing.
Create a separate regulation for the manager, which will describe the technologies and algorithms for performing his functions. If the executive director is engaged in the payment of salaries to employees, then the regulations should describe in detail: how to calculate salaries, how to issue them, what tables and documents must be filled out.
Oblige the executive director to independently maintain his regulations up to date.
Does the principle of regular management apply to the executive director or should there be exceptions for him? What is the best way to control?
With regard to regular management and work standards, the manager should be an example of their observance for the entire team. First, any manager sets a pattern of actions for his subordinates. Secondly, the executive director must strictly ask for all the principles of regular management from each employee of the company.
The most stringent requirements for compliance with agreements must be applied to the manager. Naturally, within "fight for man", but not "against him". Those. if there is an agreement that the executive director comes to work at 10 o'clock, and he starts coming at 11 arbitrarily, there should be an immediate reaction on your part.
The same management tools apply to the executive director as to all other employees
The work of the executive director is controlled by his immediate supervisor - the owner (if he plays the role of the general director). To the executive director the same management tools apply as to all other employees: planning and accounting of time for tasks, formalization of all results of work (including negotiations).
For example, function “ managerial work with employees." The checklist may consist of the following items: 1) entries in the personal files of employees; 2) the results of the negotiations; 3) Feedback from employees; 4) availability of reports on working time; 5) percentage of parsed reports; 6) the presence of fixed plans, etc.
Is it possible to delegate work with finances, accounting, contracts, etc. to the manager?
Yes, when formalizing the relevant processes in the form of principles, regulations and instructions. And, of course, thinking over control points.
Can be delegated the right to sign all accounting and legally significant documents: contracts, acts, labor contracts with employees, etc.
Give authority to resolve issues in tax office, all kinds public funds, work with bank account. At the same time, I recommend limiting the ability to take loans in the power of attorney.
All of the above can be done both within a society with limited liability, so if you - individual entrepreneur. In the case of an individual entrepreneur, signing rights and other functions are delegated using a notarized power of attorney.
How to build a relationship with the manager? Should he be my friend?
The status of the manager is primarily supported by the granted powers. For example, to make a decision on the dismissal of an employee, increase wages, apply punishments and incentives, resolve pre-agreed issues without the participation of a higher manager. In general, like every leader: making decisions, putting them into practice, sanctioning based on the results.
If you plan to maintain the status of an executive director with a number of indulgences and friendly relations, then the degradation of the quality of work and “star fever” will not keep you waiting.
Is it worth it to motivate the executive director of shares in the company? Should I make him a partner in case of successful work?
Indeed, many owners hope that having received a “share in the company”, the manager will start working “for three” and “on weekends”, because this will now be his business. This is a big misconception. The degree of delusion increases if the share is provided “for words”, and the agreements are not fixed on paper along with action scenarios in case of: “what will happen to the share if the conditions are not met?” and “How long do you need to work in this mode?” and “what will you do if a person gets sick?”.
Some expect to keep a valuable person in the company by providing a share. But what happens if after some time it seems to you that the new partner is working in the wrong direction or not intensively enough? As a manager, you could fire him, but as a partner, he is no longer there.
Yes, if you are considering selling a share, you can sell at market price or at a small discount. Well, if not ... So that you are not blackmailed in the spirit of “ give me a share, otherwise I'll leave and everything will fall apart for you”, perform regularly and in advance all the activities announced in the questions about “indispensability” and “potential withdrawal of business”.
Nevertheless, options for motivation by “joint business” still exist. In my opinion, if the CEO (or any of the top managers) has a desire to open their own business (do not try to force this idea), you can provide the following scenario for them:
- provide the opportunity to purchase a share in one of the existing directions activities of the company (not earlier than after 2-3 years of operation);
- take one of the underdeveloped this moment lines of business of the company or related as the basis for a new business (with your participation as a shareholder and expert).
How to build relationships with the team after hiring an executive director?
There are two typical options for the reaction of the team (at least most of it) to the looming arrival of the executive director:
- “Hooray! Finally some order here". This is sort of the desired scenario for the owner. Relevant when you managed to gather a team of responsible people around you, and the current chaos is due to your lack of opportunities or desire to deal with administration.
- “Why do we need it, and without it everything was fine!". It is important to understand that with the arrival of the manager, he will gain power not only by transferring some of your powers to him, but also at the expense of employees. Some of them are quite satisfied with the current situation, when you have no time to control them. So there will be resistance.
Brief algorithm of actions:
- Announce your goals in front of the team. Claim: " I will delegate the RAM!”.
- Show employees that there is no alternative scenario (“ I delegate in any case, even if a lot has to change or say goodbye to someone in the future”).
- To voice the planned powers of the manager and his key functions.
- Do not "shake" over your reputation. (“ I can and will make mistakes. And each of you can allow them. But I will clearly see who helps me in this process, and who interferes”).
- Ask those who plan to interfere to raise their hands. If there are any, schedule an individual conversation with each one separately (the format is similar to the conversation from my article “”) followed by org. conclusions. If there are none, it's too early to relax. The mentioned article will also help to find them and bring them to clean water.
- Go to manager search.
Bonus for Attentive Readers: Sample Non-Disclosure (Confidentiality) Agreement for Employees
Want to get a sample of a real-life non-disclosure (confidentiality) agreement that you can use not only for the executive director, but also for full-time and remote specialists?
Follow 2 simple steps:
1) Leave a comment to the article at the very bottom, as in the screenshot at the link: https://yadi.sk/i/QHQ2_R4oiWjkV . (Write briefly about your experience with the manager or about your plans to connect him to management).
2) Submit an inquiry to receive a sample “privacy agreement” through my personal social media accounts (via private message):
Instead of a conclusion, or Overcoming obstacles
Let's summarize. Many owners sooner or later plan to move away from managing the RAM in their business. To do this, you need to find and organize the work of the manager.
A lot of questions arise here, therefore, in some companies, they have been looking for an executive director for years, and if they find him, he lingers in his place for 3 months at best.
The success of the search and the accuracy of the selection depend largely on how the search process for the executive director is built. That's what we'll talk about in detail in one of the next articles.