In accordance with Federal Law No. 208-FZ of December 26, 1995 "On Joint-Stock Companies" and the Civil Code of the Russian Federation, in order to improve the efficiency of corporate governance in joint-stock companies with the participation of the Russian Federation by standardizing and regulating the activities of a corporate secretary in joint-stock companies with state participation I order:
2. I reserve control over the execution of this order.
Guidelines for organizing the work of a corporate secretary in a joint-stock company with state participation
Introduction
The main task of the corporate secretary in a joint-stock company with state participation is efficient implementation corporate policy and organization of effective communications between shareholders, management and control bodies and the joint-stock company itself.
At present, the importance of the position of a corporate secretary in joint-stock companies with state participation is due to a number of objective reasons:
An increase in the number and complexity of corporate procedures, the implementation of which is provided for by Russian legislation, aimed at protecting the rights and property interests of shareholders and investors. Compliance with the requirements of corporate legislation in full is a rather laborious task, requires special knowledge and high qualifications from the relevant specialists;
Simultaneous increase in administrative, criminal and civil liability for non-compliance with relevant legal requirements. At the same time, both joint-stock company with state participation, as well as members of the board of directors and officials;
Fixing in the internal regulations of joint-stock companies with state participation, in accordance with the recommendations of the "best global corporate governance practice", additional obligations assumed by a joint-stock company with state participation in relation to its shareholders, aimed at improving the image of a joint-stock company with state participation, increasing investment attractiveness its securities, increasing the degree of confidence in this joint-stock company of its counterparties. Fulfillment of such obligations also requires a joint-stock company with state participation to perform certain corporate procedures;
Intensifying work to improve the efficiency of the boards of directors of joint-stock companies with state participation, leading to an increase in the volume of document flow to ensure the preparation of meetings of this management body and its committees, and control over the implementation of their decisions;
An increase in the volume of communication between authorities, shareholders and a joint-stock company with state participation and the need to centralize these interaction processes.
1. Mission, status, subordination of the corporate secretary
In accordance with the Corporate Governance Code of the Russian Federation, the corporate secretary is an official of a joint stock company who ensures that the company complies with the requirements of the current legislation, the charter and internal documents of the company that guarantee the exercise of the rights and legitimate interests of shareholders.
The activities of the corporate secretary of a joint-stock company with state participation (hereinafter referred to as the corporate secretary) are aimed at improving the efficiency of managing a joint-stock company with state participation (hereinafter referred to as a state company) in the interests of its shareholders, increasing the investment attractiveness of a state-owned company, increasing its capitalization, and increasing business profitability.
Thus, the corporate secretary plays the role of representing the interests of the shareholders. Its activities are aimed not only at protecting the rights, but also at ensuring the property interests of shareholders, expressed in the interest of the shareholder, both in the growth of the capitalization of the state-owned company and in improving management efficiency.
The status of an official indicates the need to vest the corporate secretary of a state-owned company with a certain amount of power and administrative powers in relation to employees and managers of a state-owned company.
At the same time, in order to avoid a conflict of interest, the corporate secretary of a state-owned company should be as independent as possible from the executive bodies of the state-owned company.
The independence of the corporate secretary of a state-owned company is ensured by assigning the following issues to the competence of the board of directors of a state-owned company:
1) approval of a candidate for the position of corporate secretary and making a decision to terminate his powers;
2) approval of the regulation on the corporate secretary;
3) assessment of the work of the corporate secretary and approval of reports on his work;
4) payment of additional remuneration to the corporate secretary (inclusion of the corporate secretary in the motivation system of the state company's management).
Since the competence of the board of directors is determined by the Federal Law "On Joint Stock Companies" and the charter of the state company, such an expansion of the competence of the board of directors requires the introduction of appropriate amendments to the charter of the state company.
It is recommended to introduce into the documents of state-owned companies a requirement that the corporate secretary is subordinate in his activities to the board of directors (chairman of the board of directors). In practice, it is difficult to achieve complete independence of an employee of a state-owned company from management: the rules work schedule, the procedure for sending on business trips or at a conference, the material support of the employee's workplace, as a rule, is the same for all employees of a state-owned company.
The corporate secretary of a state-owned company is in double subordination: administratively, he reports to the sole executive body of the state-owned company, and functionally - to the chairman of the board of directors of the state-owned company.
At the same time, the corporate secretary is responsible for the results of his activities to the board of directors and shareholders of the state-owned company.
In large state-owned companies, in order to ensure the activities of the corporate secretary, it is recommended to form a special structural unit - the Office of the Corporate Secretary. It is recommended that the procedure for the creation and functioning of this division be fixed in the Regulations on the Corporate Secretary.
The functions of the corporate secretary of a state-owned company (Office of the corporate secretary) are subdivided into organizational work to ensure the functioning of the Board of Directors, legal expertise of documents issued by a state-owned company, and disclosure of information to regulators and stock exchanges. The absence of a single responsible person in a state-owned company for the above issues often leads to inefficient coordination of actions, to violations of the requirements of corporate legislation in a timely manner, which leads to penalties, especially on issues of timely and complete disclosure of information. On the other hand, excessive centralization of functions related to the implementation of corporate governance procedures by one person (division) should not be considered as mandatory requirement. It all depends on the scale, organizational structure of the state-owned company and the established procedures for interaction between the participants in the management process.
Distribution of the functions of the Office of the Corporate Secretary between different divisions does not relieve the responsibility of the Corporate Secretary or the structure of the Corporate Secretary for compliance with corporate procedures.
In order to avoid a conflict of interest in conditions of dual subordination, we recommend that a person acting as a corporate secretary avoid combining other official duties that put him in a subordinate position in relation to management. However, the practice of many state-owned companies shows that such a combination is permissible, provided that the procedure for appointing a corporate secretary by the board of directors is preserved. The functions of a corporate secretary may be assigned to an employee of the company also on the terms of internal combination.
In some state-owned companies, the position of an employee who, by virtue of his functional duties it is customary to call the corporate secretary, has a different name: head of the apparatus of the board of directors, head of the corporate relations department, director of corporate governance, etc. This practice cannot be considered optimal. The use of such an approach does not allow ensuring the due independence of the corporate secretary and his functional subordination to the board of directors.
There is practically no legal regulation of the institution of a corporate secretary in Russia and is limited to the job qualifications of a corporate secretary included in the Directory of positions of workers and employees (introduced by Order of the Ministry of Health and Social Development of the Russian Federation of September 17, 2007 N 605), as well as the relevant section of the Code of Corporate Conduct of the Russian Federation, which is advisory in nature.
In the absence of legal regulation of the corporate secretary at the level of Federal legislation and by-laws, in order to avoid uncertainty about the legal status and areas of responsibility of this employee, the boards of directors of state-owned companies should develop and approve an internal regulatory act - the Regulations on the Corporate Secretary, which should contain the following sections:
1) General provisions: reflects the goals of introducing the institution of a corporate secretary;
2) The procedure for appointing a corporate secretary: the procedure for nominating a candidate for the position of a corporate secretary, the procedure for considering a candidate and making a decision on appointment, the procedure for concluding and term of the contract, the procedure and grounds for making a decision on early termination powers of the corporate secretary;
3) Functions of the corporate secretary - a detailed description of the functions and tasks facing the corporate secretary of this state-owned company;
4) Rights, duties of the corporate secretary;
5) Responsibility of the corporate secretary.
6) Conditions and procedure for paying remuneration to the corporate secretary.
2. Main tasks and functions of the corporate secretary
The composition of the tasks assigned to the corporate secretary may be different in different state-owned companies. The differentiation of the functional model is determined, first of all, by the characteristics of the state-owned company.
Below is the functional model of the activities of the corporate secretary of a public state company, which is the most complete.
1. Providing advice to members of the board of directors, management, shareholders of a state-owned company on corporate law and governance issues.
The implementation of this function is aimed at preventing actions by the management bodies of the state company that lead to violation of the requirements of the law, the charter and internal documents of the state company, the commission of actions that contradict decisions previously taken by the management bodies, as well as actions that can give rise to a conflict in the relationship between shareholders, the state company itself , its managers and other stakeholders.
Such consultations are provided by the corporate secretary during meetings of collegiate management bodies, at the request of shareholders, the sole executive body, members of the Board of Directors and the Management Board, as well as on their own initiative.
Noteworthy is the practice of posting answers to questions frequently asked by shareholders to the corporate secretary on the website of a state-owned company.
2. Monitoring compliance with the requirements of corporate legislation, the charter and internal documents of the state-owned company, monitoring the observance of the rights and property interests of shareholders when making decisions by the management bodies of the state-owned company.
This control is carried out in order to protect the rights and property interests of shareholders, as well as to prevent the application of sanctions against the state-owned company, members of its board of directors and officials in case of violation of legal requirements, and to reduce the risk of corporate conflicts.
When implementing control functions, the corporate secretary Special attention must pay attention to compliance with the norms of legislation related to the approval of major transactions and transactions with interest; execution of the decision adopted by the general meeting of shareholders on the payment of dividends; the validity of the conversion ratios proposed for approval by the general meeting of shareholders in the process of making a decision on the reorganization; compliance with the requirements for the placement of additional shares at market value when deciding to increase the authorized capital, as well as other significant corporate actions, the commission of which can cause damage to shareholders.
Tools for this function include:
Initiation of the development of regulations for the performance of relevant corporate actions with a clear definition of the areas of responsibility of individual managers;
Carrying out inspections and preparing reports/conclusions based on the results of such inspections;
Giving the corporate secretary the right to require officials of the state company to provide written explanations on the fact of revealed violations, as well as the right to demand actions aimed at correcting such violations;
Making it obligatory for the corporate secretary to inform the chairman of the board of directors of all detected violations;
Giving the corporate secretary the right to bring issues related to such violations to the board of directors, as well as to demand sanctions against those responsible.
3. The corporate secretary has a special role in building a corporate governance system and ensuring the requirements of corporate legislation after the privatization of unitary enterprises, as well as in the event of appropriate decisions being made and the subsequent alienation of shares from state property. In accordance with established practice, the powers of the sole executive body of a state-owned company created as a result of corporatization of a state unitary enterprise, as a rule, remain with the director of the unitary enterprise. Such a manager often turns out to be unfamiliar with the specific requirements of corporate legislation, which leads to an increased risk of administrative and other sanctions being applied to the joint-stock company and members of its management bodies.
The corporate secretary has a special role in the implementation of the state policy on the election of professional attorneys and independent directors (hereinafter referred to as professional directors) to the boards of directors of state-owned companies. Since such directors are elected at the initiative of the state as a shareholder and, as a rule, do not have contacts with the state company until the moment of election, the corporate secretary becomes a link between professional directors, communicating between them and the management of the state company.
In particular, the corporate secretary helps the newly elected professional director to get acquainted with the state-owned company and its management, provides the documents of the state-owned company requested by the professional director, and the professional director sends his proposals to the management through the corporate secretary.
The corporate secretary has a special role in the implementation of the state policy on the development of corporate governance practices in state-owned companies. The state is pursuing a consistent policy to improve the level of corporate governance in state-owned companies, bringing it in line with the best international standards. For these purposes, the state, as a shareholder, puts forward a wide range of initiatives, giving appropriate directives to its representatives and professional attorneys elected to the boards of directors of state-owned companies (hereinafter referred to as the Representatives of the Interests of the Russian Federation). The implementation of these initiatives, as a rule, is associated with the development and adoption by the authorized management bodies of the state-owned company of relevant internal regulations.
The tasks of the corporate secretary include organizing and participating in the development of such regulations.
Its equally important task is to control the strict observance of the adopted internal regulations. In this work, it is important for the corporate secretary to overcome the "formal approach" of state-owned companies to the requirements of the state, when state-owned companies, although they adopt an internal regulatory act, but the text of such a document is declarative in nature, and / or in the future do not fulfill their obligations. An example is the situation when the board of directors of a state-owned company decides to create an audit committee, approves the regulation on such a committee, but not a single meeting of the committee is held during the year.
The corporate secretary, within its competence, ensures the provision of documents and information at the request of government authorities. The Federal Property Management Agency, exercising the rights of a shareholder of a state-owned company on behalf of the state, periodically sends various requests to state-owned companies for information. The task of ensuring the execution of such information requests lies with the corporate secretary. A feature of this work is the need to organize information exchange between the state-owned company and authorities using the functionality of the Interdepartmental Portal for State Property Management (hereinafter referred to as the MV Portal). The corporate secretary must have the skills to work with relevant IT technologies.
The corporate secretary takes part in the preparation of directives for voting by members of the board of directors. Because the Representatives of the Interests of the Russian Federation on certain issues vote on the basis of voting directives, the board of directors will not be able to make decisions in the absence of such directives.
The tasks of the corporate secretary include sending to the Federal Property Management Agency documents and materials on issues submitted to the meeting of the board of directors, in an amount sufficient for the development of such directives, as well as all assistance in accelerating the process of obtaining directives by members of the board of directors who are civil servants and professional attorneys.
4. Organization of preparation and provision of holding the general meeting of shareholders.
Participation in the general meeting of shareholders is the main form of exercising the right of shareholders to participate in the management of a joint stock company. The corporate secretary must ensure the implementation of the procedures for preparing and holding general meetings of shareholders in strict accordance with the requirements of the law, strive to ensure that shareholders have an easy opportunity to take part in the meeting, eliminating bureaucratic and essentially unreasonable requirements that prevent their participation in the meeting. If necessary, the corporate secretary must be ready to act as an arbiter in the event of conflicts between shareholders, the state company itself, the counting commission on the participation of a shareholder in the meeting, while acting objectively, in accordance with the requirements of the law and based on the presumption of protection of the rights and balance of interests of shareholders.
In particular, the corporate secretary:
Accepts proposals from shareholders on the agenda of the general meeting and nomination of candidates for elected bodies received by the state company; keeps records of incoming proposals and conducts their examination; informs the chairman of the board of directors about the proposals of the shareholders no later than the day following the day of their receipt, attaching their own legal assessment upon the fact of the proposal received; in established cases sends to shareholders the decision of the board of directors adopted on the proposal received;
Accepts requests from shareholders and other authorized persons to hold an extraordinary general meeting of shareholders; keeps a record of incoming proposals and conducts their legal examination; informs the chairman of the board of directors about the proposals of the shareholders no later than the day following the day of their receipt, attaching their own legal assessment upon the fact of the proposal received; sends (otherwise publicly informs, and also places on the MB Portal) to the shareholders the decision of the board of directors adopted on the proposal received;
Requests the consent of persons nominated for elective office to run for office;
Prepares draft decisions of the Board of Directors, which must be adopted in the process of preparation for the General Meeting of Shareholders;
Organizes and participates in the preparation of the annual report of the state company and other documents provided to shareholders in the process of preparation for the general meeting of shareholders;
Based on the decision of the board of directors to hold a general meeting, requests a list of persons entitled to participate in the general meeting of shareholders from the registrar of a state-owned company;
In cases prescribed by law, provides shareholders with a list of persons entitled to participate in the general meeting of shareholders, and prepares extracts from this list;
Prepares a draft notification of shareholders about the upcoming general meeting, layouts of voting ballots, organizes and controls the distribution of relevant notifications, and, in established cases, sets of ballots, receives and ensures the storage of documents confirming the distribution, ensures compliance with other requirements of the law and internal documents of the company on notifying shareholders of the forthcoming general meeting of shareholders;
Provides shareholders with access to documents that must be provided to persons entitled to participate in the general meeting, and also prepares, certifies and provides copies of these documents at the request of the shareholder;
Ensures accounting of completed voting ballots received by the state company and transfers them to the counting commission;
Advise the chairman of the meeting on legal matters arising in the course of its implementation;
Acts as secretary of the meeting;
Responds to the questions of the participants of the general meeting related to the procedure for holding it;
Carries out control over the work of the counting commission, receives from the counting commission a protocol, ballot papers, powers of attorney, organizes the storage of named documents;
Prepares draft reports on voting results, minutes of the general meeting of shareholders;
Based on the decision of the general meeting of shareholders, requests from the registrar of the state company a list of persons entitled to receive income, other lists of shareholders necessary for the exercise by shareholders of their rights;
If necessary, prepares and certifies extracts from the minutes of general meetings of shareholders, as well as copies of such documents;
In the event of conflicts between the state company and the shareholder regarding the participation of the latter in the general meeting of shareholders, he takes part in the analysis and settlement of such a conflict, if the resolution of the conflict is left to the discretion of the court, he participates in the preparation of documents necessary for judicial review.
5. Ensuring the work of the Board of Directors.
The Board of Directors is a collegiate management body representing the interests of shareholders in the period between general meetings of shareholders, setting goals, selecting a management team, and monitoring the work of managers. The activities of the board of directors are carried out in the interests of shareholders. In this regard, it seems especially important to ensure the procedure for preparing and holding meetings of the board of directors, aimed at making sound management decisions, as well as subsequent control over their implementation.
Corporate Secretary:
Collects information about candidates to the Board of Directors in order to provide it to the participants of the relevant general meeting of shareholders;
Ensures that newly elected professional directors are "up to date", including familiarization of the newly elected professional director with the state-owned company and its internal documents organizes a meeting of such directors with the management of the state-owned company;
Provides assistance to the members of the Board of Directors in the performance of their functions, including providing the members of the Board of Directors with the information and documents of the state company requested by them;
Participates in the preparation of the draft work plan of the board of directors, controls its implementation;
Participates in the formation of the agenda of the next meeting of the Board of Directors;
Notifies members of the board of directors and invited persons about upcoming meetings of the board of directors;
Controls the preparation and sends to the members of the board of directors materials on the agenda of the meeting of the board of directors;
Keeps records and brings to the attention of the members of the Board of Directors participating in the meeting information on the written positions on the issues under consideration received from the absent members of the Board of Directors;
Participates in the meetings of the Board of Directors, ensures that the minutes of the Board of Directors meetings are kept;
When holding an absentee meeting of the board of directors - prepares voting ballots (questionnaires), distributes ballots and collects received ballots, and also sums up the results of voting on the agenda items of the meeting of the board of directors;
Organizes the storage of minutes of the board of directors, in established cases - provides copies of the minutes, extracts from the minutes of the board of directors, certifies their authenticity;
On behalf of members of the board of directors - receives from the divisions of the state company and provides to members of the board of directors Required documents and information about the activities of the state-owned company;
Controls the implementation of targeted decisions of the board of directors;
Controls the timely payment of remuneration and compensation to members of the Board of Directors;
Ensures compliance with the procedure for making decisions on major transactions and related party transactions.
Hosts all necessary information on the activities of the state company on the MB Portal, including minutes of meetings of boards of directors and general meetings of shareholders.
6. Ensuring the work of committees of the Board of Directors.
Committees of the Board of Directors are created for preliminary in-depth consideration of issues submitted for consideration by the Board of Directors, as well as for the development of recommendations to management on issues within the competence of the committees.
Corporate Secretary:
Places on the MB Portal information about the presence of committees of the Board of Directors in the state company;
Participates in the preparation of draft work plans for committees of the Board of Directors, controls their implementation;
Notifies members of the committee of the board of directors and invited persons about upcoming meetings of the board of directors;
Controls the preparation and sends to members of committees of the board of directors materials on the agenda of the meeting of the committee of the board of directors;
Participates in meetings of committees of the board of directors, ensures that minutes of the meeting of the board of directors are kept.
7. Disclosure of information, storage of documents and provision of documents and information about the state-owned company at the request of shareholders.
Disclosure of information is an important part of the corporate governance system of a state-owned company, aimed both at increasing the investment attractiveness of the state-owned company's securities and at ensuring control by shareholders and other interested parties over the activities of the state-owned company and its management bodies. The obligations of a state-owned company to disclose information are determined by the legislation of the Russian Federation, the charter and internal documents of the state-owned company and are differentiated depending on the specifics of the organizational and legal status of the state-owned company.
Following the recommendations of the "world's best corporate governance practice," many state-owned companies are developing an internal document - a provision on information policy, under which they assume additional obligations to publicly disclose information about the state-owned company and the results of its activities. This provision discloses both the amount of additional information to be disclosed and the manner in which it is disclosed.
The legislation of the Russian Federation also provides for the right of shareholders to get acquainted with documents and information about the activities of a state-owned company outside the procedures for public disclosure of such information.
In general, the corporate secretary:
Organizes and controls (carries out) compliance with the requirements of the legislation on public disclosure of information, including when preparing and disclosing information in the form of an annual report, quarterly reports of the issuer, material facts, as well as documents and information related to the issue and circulation of securities on an organized stock market, information to be disclosed on the website of the state-owned company;
Controls the disclosure of information in accordance with the requirements of the internal documents of the state company, including the timeliness of posting and updating the relevant information on the website of the state company on the Internet;
Ensures the storage of documents named in Article 89 of the Federal Law "On Joint Stock Companies";
Provides shareholders with access to the above documents in the prescribed manner, including through the use of the MB Portal;
Organizes the production of copies of documents at the request of shareholders;
Prepares and submits reports on corporate governance in accordance with the Exchange Trading Rules;
Discloses information about corporate governance in a state-owned company to everyone interested parties.
Participates in the development and implementation of the information policy of the state company;
Organizes the collection of information in the subdivisions of the state-owned company, in its subsidiaries (dependent) companies, as well as other affiliated persons of the state-owned company;
Controls the presentation of information by divisions of the state-owned company, its subsidiaries (dependent) companies, as well as other affiliates of the state-owned company;
Forms a single automated system placement, storage and authorized access to corporate documents of the state company, its subsidiaries (dependent) companies, as well as other affiliates of the state company;
Keeps records of affiliated persons of the state company;
Collects information about members of the board of directors and executive bodies of the state company and their affiliates in accordance with the requirements of the current legislation;
Analyzes information received from divisions of the state company, its subsidiaries (dependent) companies, as well as other affiliates of the state company, in order to identify and monitor legal risks in the field of corporate relations and reputational risks.
8. Ensuring the implementation of corporate procedures.
The corporate secretary participates in the implementation of corporate procedures provided for by law related to ensuring the protection of the rights and interests of shareholders. These procedures include: issuance procedures; reorganization and liquidation of a state-owned company; redemption of shares at the request of shareholders in cases established by law; acquisition of shares on the basis of decisions of the state company's management bodies; dividend payment; procedures related to sending a voluntary, mandatory offer, requests for the repurchase of shares, etc.
Corporate Secretary:
Initiates the development and adoption by the state company of internal documents regulating the procedure for implementing the relevant procedures and containing a detailed description of the actions of shareholders intending to exercise their rights, including the forms of documents and the procedure for certifying signatures;
Explains to shareholders the requirements of the legislation, the procedure for implementing the relevant procedures, provides practical assistance in exercising the rights of shareholders;
Provides the board of directors with a report on the results of the implementation of corporate procedures and on the revealed facts of violation of the requirements of the law and the rights of shareholders.
The corporate secretary organizes and controls the implementation of procedures established by law and internal documents of the state company that ensure the implementation of the rights and legitimate interests of shareholders, including:
Procedures for the approval of major transactions and related-party transactions by the Board of Directors and the general meeting of shareholders of a state-owned company in accordance with the requirements of Russian law, depending on whose competence is the approval of such a transaction;
Procedures related to the implementation of the decision of the state company's management bodies to acquire its own shares, as well as the requirements of shareholders to buy back the state company's shares belonging to them;
Procedures for the pre-emptive right of acquisition by state company shareholders of placed additional shares and issuance securities convertible into shares;
Procedures related to the acquisition by a shareholder of a state-owned company, together with its affiliates, of a package of 30, 50, 75, 95 percent of the shares of a state-owned company, as well as the forced redemption of shares from shareholders of a state-owned company;
Other rules and procedures established by the current legislation and internal documents of the state company.
9. Development of corporate governance practices in a state-owned company.
For the purposes of this document, corporate governance means a set of rules and procedures enshrined in corporate legislation, internal documents of a state company and strictly implemented by it, which determine the structure, competence and procedure for the work of the state company’s management bodies, the procedure for adopting the most important management decisions, the procedure for taking actions affecting the rights and property interests of shareholders, as well as the composition and procedure for exercising their rights by shareholders.
The tasks of the corporate secretary are:
Monitoring corporate legislation and initiating amendments to the charter, internal documents of the state-owned company when changing Federal laws and by-laws governing corporate relations and corporate procedures. The corporate secretary must promptly inform the members of the board of directors and the management of the state company about significant changes occurred in the Russian corporate legislation, preparing the relevant memos;
Monitoring the corporate governance system adopted in the state company for its compliance with the expectations and interests of shareholders and other stakeholders, recommendations Russian code and international standards of "the best world practice of corporate governance", recommendations and instructions of the authorities of the Russian Federation, if necessary - initiating the introduction of appropriate amendments to the charter, internal regulations of the state-owned company;
Participation in the assessment of the state of the corporate governance system in a state-owned company, including using the functionality of the MV Portal;
Preparation of an annual report to the board of directors on the state of corporate governance in a state-owned company and the prospects for its development;
Assistance in the development of the corporate governance system in subsidiaries and affiliates in the interests of the controlling shareholder.
Also corporate secretary:
Prepares proposals for the state company's participation in external corporate governance rating programs and interacts with rating agencies;
Considers and submits to the board of directors its proposals regarding applications for the participation of a state-owned company in research on corporate governance issues, and, if necessary, organizes the involvement of corporate governance consultants;
Considers and submits to the Board of Directors its proposals regarding the expediency of participation of members of the Board of Directors and / or state-owned companies in professional associations and associations, the field of activity of which is related to corporate relations;
Interacts with the legislature, Russian and foreign public organizations on corporate governance issues.
10. Organization of interaction between the state-owned company and its shareholders.
The corporate secretary maintains contacts and organizes interaction between the state-owned company and its shareholders. To this end, the corporate secretary:
Organizes meetings of management, members of the board of directors with shareholders and participates in them;
Reception of shareholders;
Keeps records of instructions, letters, appeals and requests received from shareholders to the state company, including through the MB Portal, prepares (organizes the preparation) of responses, ensures the fulfillment of shareholders' requirements in cases stipulated by corporate legislation;
Takes measures aimed at preventing the abuse of rights by all participants in corporate relations;
Timely reveals emerging corporate conflicts, takes measures to prevent and resolve them.
11. Other matters.
The competence of the corporate secretary may also include the following matters:
Keeping records of affiliated persons, drawing up reports on affiliated persons;
Carrying out work with insiders (maintaining a list of insiders and notifying insiders about their inclusion in such a list, organizing the formation of a list of information classified as insider information, monitoring insiders' transactions with the company's securities, etc.);
Interaction of a state-owned company with a specialized registrar, depositories, other participants in the securities market;
Interaction with state (municipal) administration bodies authorized to regulate corporate relations and the securities market;
Acting as secretary of the board of a state-owned company;
Performing the functions of the audit commission of a state-owned company;
Interaction of the state-owned company with the Federal Antimonopoly Service in the implementation of the requirements of the antimonopoly legislation in terms of control over economic concentration;
Implementation of methodological guidance and coordination of activities of corporate secretaries of subsidiaries.
Depending on the characteristics of the state-owned company, the corporate secretary also:
Participates in the preparation of insurance policies for members of the board of directors and officials of the state company;
Carries out and ensures interaction with professional participants in the securities market (depository of the state company, stock exchanges, nominal holders of the state company's securities), as well as authorities government controlled vested with powers in the field of regulation of the securities market;
Controls and ensures the maintenance of the state company's securities in the Quotation Lists of trade organizers, namely, monitors the compliance of the state company's securities with the requirements of the Quotation Lists; ensures the timely preparation and submission of documents to exchanges (issuer's report, report on compliance with corporate conduct standards, list of affiliates, etc.);
Ensures the execution of instructions of state bodies related to the competence of the Corporate Secretary.
3. Requirements for the candidature of the corporate secretary and the procedure for his appointment
The variety of tasks and functions assigned to the corporate secretary, as well as the role of this official in the formation and operation of the state company's corporate governance system determine high requirements to the level of education, practical skills, as well as the personal qualities of the candidate for this position.
The corporate secretary must have higher education. Priority in the selection of a candidate should be given to the highest legal education, since the corporate secretary must know and be well versed in corporate legislation, related areas of law. Also, it is believed that it is preferable to entrust the functions of a corporate secretary to a person with a higher economic, psychological or business education.
Equally important is the corporate secretary's experience in corporate governance. Formal knowledge of the law is not enough, the corporate secretary must be able to use it in practice, be able to make reasoned decisions in cases not directly regulated by corporate law, know the current arbitration practice, and have knowledge of international best corporate governance practices.
The applicant must have worked in the field of corporate governance for at least 3 years as an employee of the office of the corporate secretary, a lawyer responsible for supporting corporate procedures, an employee of the shareholder relations department directly involved in corporate relations, etc.
The corporate secretary must have organizational skills. Ensuring the work of the board of directors, preparing and holding general meetings of shareholders, and solving other tasks requires the corporate secretary of a state-owned company and coordination of the activities of both specialists of its own apparatus and other employees of a state-owned company. In this regard, in the selection of candidates, preference should be given to someone with managerial experience. In addition, the corporate secretary must have the skills to work on the MV Portal, both on the part of a state-owned company and on the part of a professional director.
The central place in the work of the corporate secretary is occupied by communications (between members of the board of directors, the board of directors and management, a state-owned company and its shareholders, regulatory authorities, etc.). The corporate secretary must be able to speak, and speak convincingly, be able to extinguish interpersonal conflicts, have the skills of a psychologist, mediator, have high personal authority and reputation, without which it is impossible to build effective communications between the persons and bodies mentioned above.
As a representative and defender of the interests of shareholders, the corporate secretary must be ready to make demands on compliance with the norms of the law, internal regulations of the state company and insist on their implementation in relation to the heads of the state company at any level, must be ready to enter into constructive conflicts. This quality is achieved not only by managerial experience, but also by life experience.
The foregoing determines the inappropriateness of engaging third parties to perform the functions of a corporate secretary based on the principles of outsourcing or outstaffing. The exception is the organization of the institution of the corporate secretary in subsidiaries holding.
The corporate secretary must be active and creative in order to effectively perform the functions entrusted to him for the development of corporate governance practices. The corporate secretary must be able to work with confidential information. The corporate secretary should not be related to or otherwise affiliated with the management of a state-owned company.
When selecting a candidate for the position of the Corporate Secretary, it is advisable to give priority to a person who has passed additional training in this specialty.
The selection of a corporate secretary candidate should be entrusted to the HR and Compensation Committee of the Board of Directors or other similar entity (if any). The decision to appoint a corporate secretary should be taken by the board of directors only after meeting and getting to know the applicant. The issue of appointing a corporate secretary should be considered only at an in-person meeting of the board of directors. The right to nominate a candidate for the position of corporate secretary should be granted to members of the board of directors of a state-owned company, as well as to large shareholders. In order to avoid the emergence of affiliation, such a right should not be vested in the sole executive body of a state-owned company.
It is advisable to conclude an open-ended employment contract with the corporate secretary. The corporate secretary is the bearer of information about the state company, its internal documents, decisions previously taken by the state company's management bodies, about officials and shareholders, including information of a confidential nature, about the current corporate culture. In this regard, the change of owners or the personal composition of the board of directors is not a reason to replace the corporate secretary. An indefinite employment contract creates greater security for the corporate secretary, and, therefore, contributes to ensuring his independence.
The employment contract with the corporate secretary is concluded by the sole executive body of the state company based on the decision of the board of directors. The terms of such an agreement must be preliminary reviewed by the board of directors or one of its committees.
When the board of directors makes a decision to release a person from the duties of a corporate secretary, the sole executive body must take measures to terminate labor relations on the grounds provided for by labor law.
4. Resource support for the work of the corporate secretary
To solve the tasks assigned to the corporate secretary, the latter must have a sufficiently large amount of rights and powers. The regulation on the corporate secretary should provide for the right of the latter:
Familiarize yourself with the documents of the state company,
Attend meetings of the Board of Directors and the Management Board of the state-owned company,
Initiate consideration of issues by the board of directors and collegial executive bodies,
Request explanations regarding the revealed facts of violation of the norms and requirements of the law, the charter and internal regulations of the state company, the rights and interests of shareholders, as well as demand the elimination of identified violations,
Involve employees of other departments of the state company in the performance of tasks facing the corporate secretary,
If necessary, initiate the issue of attracting consultants in the field of corporate law and management,
Maintain contacts with shareholders on behalf of the state company within its competence, including preparing and signing responses to shareholders' requests related to the exercise of their rights,
Certify copies and certify extracts from the minutes of meetings of the boards of directors and general meetings of shareholders.
At the same time, the corporate secretary should be responsible for the full and high-quality performance of the tasks assigned to him. Such responsibility can be expressed both in administrative sanctions, the application of which is provided for by the Labor Code of the Russian Federation, and in the inclusion in the provision on the corporate secretary, as well as in the employment contract concluded with him, of the obligation of the corporate secretary to compensate for damage caused to the state company through his fault, and expressed, in including, in the presentation of penalties to the state-owned company for violation of the norms and requirements of corporate legislation.
The volume of tasks assigned to the corporate secretary is quite high. In this regard, if the board of directors of a state-owned company works actively and committees have been created in its structure, and also if the state-owned company is obliged to disclose information in the form of quarterly reports of the issuer, it is advisable to form the office of the corporate secretary.
The office of the corporate secretary is formed as a full-time structural unit. The corporate secretary should be able to select personnel for his office, distribute duties among employees, prepare and submit job descriptions for approval by the authorized management body.
The legal basis for the work of the apparatus is formed by the regulation on the corporate secretary.
The peculiarity of the work of a corporate secretary is the need to track changes made to corporate legislation, changes in approaches arbitration courts to the resolution of corporate disputes, to keep abreast of new trends in "best practices in corporate governance". The corporate secretary must be able to receive on-line the information necessary for him to perform his functions, must constantly take care of raising his level of awareness and qualifications. The corporate secretary should be able to take part in seminars and conferences and other events aimed at the exchange of experience and advanced training.
The use of a specialized software, including MV Portal.
The work of the corporate secretary should be built on a planned basis. The plan allows not only to streamline his work, but also to ensure the full implementation of the competence of the corporate secretary. Some of the tasks entrusted to this official are cyclical in nature. At the same time, other tasks, and in the first place - tasks in the field of control and development of corporate governance practices, being no less important, may go out of sight of the corporate secretary. The plan helps to prevent such a situation, to equalize the workload of the corporate secretary. It is good practice to approve the corporate secretary's annual work plan at a meeting of the relevant committee of the board of directors.
In a number of state-owned companies, key performance indicators (hereinafter referred to as KPIs) are set for the corporate secretary, which form the targets for his activities. Such KPIs can be based on solving the problems of developing corporate governance practices, maintaining and improving the corporate governance rating, assessing the satisfaction of members of the board of directors with the quality of preparation for meetings of this body and its committees, and the absence of claims and/or penalties imposed on the state company by government bodies , the absence of conflicts between the state-owned company and its shareholders, developing into litigation, etc.
The corporate secretary's work motivation system should be built on the basis of an assessment of the degree of fulfillment by him planned assignments and achievement of KPI, as well as evaluation of such subjective criteria of his work as initiative and creativity. In order to reduce the degree of dependence of the corporate secretary on the management of the state-owned company, such an assessment, according to the recommendations of the (draft) Corporate Governance Code, should be carried out by the remuneration committee of the board of directors.
5. Conclusion
The role of the corporate secretary in a state-owned company cannot be overestimated. Its activities largely affect the efficiency of the board of directors and the validity of management decisions; ensuring a balance of interests of participants in corporate relations and reducing the risks of corporate conflicts; implementation of the recommendations of the "best world practice of corporate governance" into the work of the state-owned company and the growth of the investment attractiveness of the state-owned company; increasing the level of communication and trust between the authorities of the Russian Federation, state-owned companies and its shareholders, as well as potential investors and other interested parties.
Attachment 1
Standard Regulations on corporate
company secretary
Approved by decision
board of directors
JSC "_________"
Protocol N ___ dated _______________
Regulations on the corporate secretary
joint stock company
"_________________________"
This Regulation has been developed in accordance with the Civil Code of the Russian Federation, Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies", other regulations of the Russian Federation, the Charter of the joint-stock company, the Regulations on the Board of Directors (Supervisory Board), the Code of Corporate Conduct of the joint-stock company, approved by order Central Bank Russian Federation from ______________ N ______, as well as qualification characteristic position "Corporate secretary of a joint-stock company", approved by the Order of the Ministry of Health and Social Development of Russia dated September 17, 2007 No. 605, the Charter of ________ JSC "__________________" (hereinafter referred to as the Company).
The Regulation determines the procedure for appointing the corporate secretary, his status, powers and competence, and the procedure for his activities.
1. General Provisions
1.1. The corporate secretary is an official of the joint-stock company. The objectives of the Corporate Secretary are:
Ensuring that the executive bodies and employees of the company comply with the requirements of the current legislation, the charter and internal documents of the company that guarantee the implementation of the rights and legitimate interests of shareholders;
Ensuring the observance of the rights and property interests of shareholders, assistance to shareholders in exercising their rights, maintaining a balance of interests between participants in corporate legal relations;
Development of the Company's corporate governance practices in accordance with the interests of its shareholders and other stakeholders;
Increasing the investment attractiveness of the company, promoting sustainable development and improving the efficiency of business management.
1.2. The Corporate Secretary is administratively subordinate to the General Director of the Company, while he is accountable and controlled in his activities by the Chairman of the Board of Directors of the Company. The Board of Directors, represented by the Corporate Governance Committee, considers and approves the work plan of the corporate secretary, the program for the development of corporate governance in the company, the report on his work, the budget of the corporate secretary (office of the corporate secretary), decides on the amount and terms of remuneration of the corporate secretary and his office.
1.3. The Corporate Secretary carries out his activities in close contact and interaction with all divisions of the Company's apparatus.
1.4. To implement the functions assigned to the corporate secretary, the Company may create a corporate secretary office, the structure and staffing of which is approved and changed in accordance with the decision of the Board of Directors.
1.5. The Board of Directors evaluates the performance of the corporate secretary and decides on the payment of additional material remuneration to him.
1.6. Information about the person acting as the Corporate Secretary is posted on the Company's website on the Internet.
2. Procedure for appointing the Corporate Secretary
2.1. The Corporate Secretary is appointed to the position by the decision of the Board of Directors, adopted by a simple majority of votes from those participating in the relevant meeting.
2.2. Nominations for the position of the Company's Corporate Secretary may be made by members of the Board of Directors, as well as shareholders owning in the aggregate 10 percent or more of the Company's voting shares.
Proposals for the candidature of the Corporate Secretary are submitted to writing with the following information about the candidate:
1) last name, first name and patronymic of the candidate;
2) year of birth;
3) education;
4) information about places of work for the last 5 years;
5) information on the number, category and type of shares of the Company owned by the candidate, if any;
6) information on the presence (absence) of affiliation to the Company;
7) information about relations with affiliates and main business partners of the Company.
The candidate may submit additional information at his own discretion.
2.3. A person who meets the following requirements is appointed to the position of the Corporate Secretary of the Company:
1) higher legal, economic or business education;
2) work experience in the field of corporate governance for at least 3 years;
3) knowledge of the legislation of the Russian Federation in the field of corporate law;
4) knowledge of the specifics of the Company's activities;
5) personal qualities (communication skills, responsibility, ability to resolve conflicts between participants in corporate relations);
6) lack of affiliation to the Company and its officials;
7) proficiency in working on a personal computer;
8) proficiency in working on the Interdepartmental Portal for State Property Management (hereinafter referred to as the MV Portal), both on the part of the joint-stock company and on the part of a member of the board of directors;
9) availability of organizational and analytical skills;
10) impeccable reputation, no criminal record.
The Nominations Committee of the Board of Directors carries out preliminary consideration of candidates for the position of the Corporate Secretary, evaluates the compliance of the candidates with the established requirements and submits its recommendations to the Board of Directors.
2.4. A person appointed to perform the functions of a corporate secretary shall conclude an open-ended employment contract.
On behalf of the Board of Directors, the employment contract is signed by the General Director on behalf of the Company. Terms employment contract are approved by the Board of Directors of the Company
2.5. The Board of Directors has the right to decide at any time to dismiss the Corporate Secretary of the Company and terminate the employment contract concluded with him in the manner prescribed by the Labor Code of the Russian Federation.
2.6. The General Director of the Company, when the Board of Directors of the Company makes a decision to dismiss the corporate secretary, must take measures to terminate the employment contract concluded with the corporate secretary in the manner prescribed by the Labor Code of the Russian Federation.
Functions of the corporate secretary
Providing advice to members of the board of directors, management, shareholders of the company on corporate law and governance issues.
Control over compliance with the requirements of corporate legislation, the charter and internal documents of the joint-stock company, control over the observance of the rights and property interests of shareholders when making decisions by the management bodies of the joint-stock company.
Organization of preparation and provision of the General Meeting of Shareholders.
Ensuring the work of the Board of Directors
Ensuring the work of specialized committees under the Board of Directors.
Monitoring the implementation of decisions taken by the General Meeting of Shareholders and the Board of Directors, as well as recommendations made by specialized committees under the Board of Directors to the management.
Ensuring compliance with the requirements of legislation and internal documents of the Company on information disclosure
Ensuring compliance with the requirements of legislation and internal documents of the company for the storage of corporate documents and the provision of documents and information about the Company at the request of shareholders, including using the functionality of the MB Portal
Ensuring the implementation of corporate procedures established by law.
Development of proposals and organization of execution of decisions of the Board of Directors on the development of corporate governance practices in the Company.
Organization of interaction between the Company and its shareholders, including using the functionality of the MB Portal.
Other issues related to ensuring the rights of shareholders and the implementation of corporate law requirements.
Sections are numbered according to the source.
4. Rights and obligations of the Corporate Secretary
4.1. The corporate secretary has the right to:
Require officials and employees of the Company to strictly comply with the norms and requirements of the current legislation, the charter and internal documents of the company, oral and written explanations on the revealed facts of violation of the norms of the current legislation, the charter and internal documents of the Company, the rights of shareholders; demand the correction of committed violations;
Request and receive from the officials of the Company, the heads of its structural divisions, information and documents necessary to perform the tasks assigned to it;
Within its competence, involve the structural divisions of the Company in the preparation of draft documents and the implementation of corporate governance procedures;
In coordination with the sole executive body of the Company, involve third-party specialists to solve the tasks facing him;
Control the implementation of decisions taken by the Board of Directors and the General Meeting of Shareholders;
Within its competence, propose issues for the agenda of the meeting of the Board of Directors;
Put marks on the receipt of correspondence, appeals and applications from shareholders indicating the date and time of receipt of the relevant documents by the Company;
Prepare and send answers and explanations to shareholders;
Request information from the registrar of the Company in the amount established by the Board of Directors, control compliance with the requirements of the law when maintaining the register of shareholders;
Make proposals on the formation of the budget of the corporate secretary, make decisions on the use of funds from the budget of the corporate secretary.
4.2. The corporate secretary must:
Strictly observe in its activities the norms and requirements of the legislation of the Russian Federation, the charter and internal documents of the Company;
Ensure observance of the rights and property interests of shareholders;
Fulfill the instructions of the Chairman of the Board of Directors;
Systematically report on their activities to the Board of Directors;
Inform the Board of Directors about the occurrence of situations that create a threat of violation of the norms of the current legislation, the rights of shareholders, as well as the emergence of a corporate conflict;
Manage the activities of employees of the office of the corporate secretary;
Ensure the placement of all necessary information about the state-owned company on the MV Portal;
Maintaining up-to-date information about the company posted on the MV Portal.
5. Responsibility
5.1. The Corporate Secretary is not entitled to disclose any information that, according to the internal documents in force in the Company, trade secret.
5.2. The Corporate Secretary shall be liable to the Company for losses caused to the Company by his guilty actions (inaction), unless other grounds and amount of liability are established by the Federal Laws.
6. Final provisions
6.1. These Regulations are approved by the decision of the Board of Directors of the Company.
6.2. All changes and additions to these Regulations are made by the decision of the Board of Directors of the Company.
6.3. If, as a result of changes in the legislation of the Russian Federation or the Articles of Association of the Company, certain articles of these Regulations conflict with them, the Regulations shall be applied to the extent that they do not contradict the current legislation and the Articles of Association of the Company.
______________________________
* If available, or to another Committee.
** Or another committee. Created within the structure of the Board of Directors, or the Board of Directors itself.
Appendix 2
Recommendations for drawing up a work plan for the corporate secretary of a joint-stock company
The purpose of drawing up a work plan for the corporate secretary is to streamline the use of his working time and prevent the loss of actions that the corporate secretary is obliged to perform due to the tasks assigned to him. The work plan of the corporate secretary is a kind of framework, a skeleton, a thesis document linked in time, reminding him of the obligatory events, of what he himself was going to implement according to own initiative, as well as on actions arising from the activities of other management bodies. Such a plan should not completely describe all working time corporate secretary, but should prompt, remind him of the actions that need to be taken.
The development of a plan is facilitated if you build it in the context of functional tasks, and then bring the individual fragments into a general plan.
Below is a variant of such a functional plan.
Specified deadlines for implementation individual events are conditional.
Planning the preparation and holding of the General Meeting of Shareholders
The scheme of actions to be taken by a joint-stock company in preparation for the general meeting of shareholders is quite clearly defined in the legislation. But the role of the corporate secretary in this process in different joint-stock companies may vary. Everything depends both on the status and functions of the corporate secretary, and on the specifics of the company, the number of shareholders, and established traditions. Below we will consider the "maximum program" - a situation where the corporate secretary is the main actor in the process of preparing for the annual general meeting of shareholders.
Note that the dates of the implementation of certain actions from the work plan of the corporate secretary in this case depends on the date of the meeting, which is appointed by the board of directors. However, almost all companies have established traditional dates for such meetings, and should be based on them when planning.
| N | Event | Timing | Note |
|---|---|---|---|
| 1. | Prepare a draft order of the general director "On preparation for the general meeting of shareholders". | Until January 15 | Including cost estimate |
| 2. | Reminder to major shareholders of the need to nominate candidates to the Board of Directors. | Until January 15 | |
| 3. | Preparation of a draft decision of the board of directors regarding the proposals of shareholders. | Until February 3 | If a later date for submission to shareholders and their proposals is not established by the charter |
| 4. | Sending a written refusal to the shareholder who proposed a candidate or an issue on the agenda. | February 8-9 | If necessary |
| 5. | Obtaining the written consent of candidates to the Board of Directors to run. | March, April | It involves the performance of a number of actions by the corporate secretary |
| 6. | Preparation of a draft decision of the board of directors on convening a meeting. | March 15-20 | Agree terms with the CEO and Chairman of the Board of Directors |
| 7. | Disclosure of information about the decision of the board of directors. | ||
| 8. | Preparation and support of the procedure for concluding an agreement with the registrar. | February 10-15 | Services for mailing notifications, bulletins, services of the counting commission |
| 9. | Preparation of the annual report: requesting information from the company's divisions. | February 10 | |
| 10. | Preparation of the annual report: sections "Report of the Board of Directors", "Composition of the Board of Directors", "Information on the Sole Executive Body and Members of the Management Board", "Report on Corporate Governance". | March 1-10 | |
| 11. | Preparation of the annual report: collection of materials from departments and preparation of a consolidated text of the report. | April 20-30 | |
| 12. | Preparation of the annual report: registration. | May 3-15 | Together with PR-service |
| 13. | Preparation of the annual report: submission of the annual report and annual financial statements for consideration by the board of directors. | At least one month before the meeting | |
| 14. | Preparation, organization of preparation of other materials. | The composition of the materials is determined by the agenda of the meeting | |
| 15. | Placement of the annual report, annual balance sheet, other materials on the agenda of the meeting on the company's website on the Internet. | 30 days before the meeting | |
| 16. | Obtaining from the registrar a list of persons entitled to participate in the meeting, control of the correctness of the list. | Selective control of the largest shareholders, members of the board, officials | |
| 17. | Submission to the registrar of layouts of the notice of the meeting and voting ballots, control of mailing, receiving from the registrar of postal documents confirming the mailing. | ||
| 18. | Transfer to the registrar as a counting commission of the completed voting ballots received by the company from shareholders. | According to the act of acceptance | |
| 19. | Technical training. | ||
| 20. | Conducting briefings with members of the counting commission. | ||
| 21. | Meeting attendance. | Control over the work of the counting commission, performing the functions of the secretary of the meeting | |
| 22. | Obtaining from the registrar the minutes of the counting commission, voting ballots, powers of attorney of representatives of the shareholders participating in the meeting. | According to the act of acceptance | |
| 23. | Preparation of draft minutes of the meeting. | 14 days after the meeting | Specified maximum time |
| 24. | Disclosure of information about the decisions of the meeting. | On the day of the protocol | In the news feed and on the website of the society |
| 25. | Transfer of documents to the archive of the society. | in sealed form |
Cyclic planning for the preparation of the next meeting of the Board of Directors
The set of actions for preparing a meeting of the board of directors is approximately the same and is repeated when organizing each regular in-person meeting of this body. If meetings of the board of directors of a joint-stock company are held on a scheduled basis on strictly defined days, planning is simplified. With a rolling schedule of meetings, the dates of upcoming events can be clarified after the time of the next meeting has been determined.
| N | Event | Timing | Note |
|---|---|---|---|
| 1. | Reminder to those responsible for the preparation of questions about the timing and regulations of the preparation. | One month before the meeting or after the approval of the agenda | Personal contact |
| 2. | Collection of materials provided to members of the board of directors on agenda items. Examination of materials for compliance with established requirements. Work with those responsible for the revision of materials. | 2 weeks before the meeting | |
| 3. | Informing the chairman of the council about the preparations for the meeting, agreeing on the information message about the meeting. | 2 weeks before the meeting | |
| 4. | Organization of translation of materials for English-speaking members of the board of directors. | 2 weeks before the meeting | If necessary |
| 5. | Sending members of the Board of Directors notice of the meeting and materials on agenda items. Information delivery control. | 10 days before the meeting | Usually via email |
| 6. | Coordination with the chairman of the board of the list of invitees, notification of invitees. | 3 days before the meeting | |
| 7. | Monitoring the implementation of previously adopted decisions, issuing a certificate for the board of directors. | 2-3 days before the meeting | If this issue is within the competence of the corporate secretary |
| 8. | Printing materials in the required quantity, control of the technical preparation of the hall. | The day before the meeting | |
| 9. | Presence at the meeting: informing about unfulfilled decisions, the deadline for which has expired, answering questions from members of the Board of Directors, organizing minutes. | Meeting day | |
| 10. | Drawing up and signing the minutes of the meeting. | Not later than 3 days after the day of the meeting | If the CC signs the protocols. Otherwise, sighting |
| 11. | Distribution of the minutes to the members of the Board of Directors, the General Director. Distribution of extracts from the protocol to persons named in the protocol as those responsible for the implementation of the decisions taken. | After the protocol | Council members - for information, the rest - within the framework of the decision enforcement system |
| 12. | Placement of information about the meeting held and the decisions made on the company's website on the Internet. | After the protocol | According to "best practice" recommendations |
| 13. | Disclosure of information about the decisions made in the news feed. | On the day of registration | If society has such a duty |
| 14. | Transfer of the minutes, materials of the meeting of the board of directors to the archive of the company. | 5 days after the meeting |
A similar cycle of work should be provided for the preparation of meetings of committees of the board of directors.
Disclosure Planning
This question should be divided into three parts:
Disclosure of information in accordance with legal requirements;
Disclosure of information in accordance with the information policy adopted by the joint-stock company;
Disclosure of information on the MV Portal.
The role of the corporate secretary in matters of information disclosure in accordance with the requirements of the law in different companies varies greatly. In some organizations, the corporate secretary is the primary person responsible for disclosure. In others, he only participates in this process, being responsible for his information blocks. In third companies, the corporate secretary acts as a controller for compliance with disclosure requirements.
| N | Event | Timing | Note |
|---|---|---|---|
| 1. | Requesting information from members of the board of directors, management board, sole executive body, registrar in order to update the data reflected in quarterly reports. | April 2, July 2, October 2, January 11 | |
| 2. | Preparation and entry of information into the relevant sections of the Electronic Questionnaire for the formation of a quarterly report. | April 5, July 5, October 5, January 15 | |
| 3. | Receipt of a quarterly report in electronic and printed form, control of integrity, completeness, correctness of execution, signing, sending a report in hard copies to the Federal Financial Markets Service of the Russian Federation, sending a file for posting information on the company's website. | Informing the management of the company about the facts of violation of the established deadlines for information disclosure | |
| 4. | Making changes to the list of affiliates, updating information on the site. | May 10, August 10, November 10, February 10 | |
| 5. | Control of the completeness and relevance of information posted on the company's website. Monitoring the implementation of other norms of the regulation on the information policy of the company. | April 15, July 15, October 15, January 15 | Possibly - updating information in the part for which the corporate secretary is responsible |
| 6. | Preparation of a quarterly statement on the implementation of the information policy for the corporate governance committee of the board of directors of the company. | May 15, August 15, November 15, February 15 | Preparation of such a report is an effective method of internal control |
Planning activities to improve corporate governance and compliance practices
The composition of the tasks that are solved in the named area by the corporate secretary is quite amenable to planning. At the same time, part of the work will be of a regular nature. The rest will be determined by the content of the decisions of the board of directors.
| N | Event | Timing | Note |
|---|---|---|---|
| 1. | Monitoring changes in corporate legislation. | Monthly | |
| 2. | Monitoring trends in "best corporate governance practices", changes in corporate governance practices of the best companies. | Quarterly | It is recommended to designate specific dates |
| 3. | Control of compliance by the company with the requirements of corporate legislation, the charter and internal documents of the Company, decisions of its management bodies. Drawing up a report on the results of control. | Monthly | It is necessary to establish specific objects of control: public disclosure of information, disclosure of information on the website, entering information into the MP of the Federal Property Management Agency, payment of dividends, storage of company documents, etc. |
| 3. | Evaluation of the effectiveness of the corporate governance system in the company. | Annually | |
| 4. | Preparation of an annual report on the state of corporate governance in the company for the board of directors. | Annually |
Document overview
Tasks, functions and mission of the corporate secretary are defined.
He is the representative of the interests of the shareholders. The latter, among other things, are expressed in increasing the efficiency of joint-stock company management.
The corporate secretary is endowed with power and administrative powers in relation to both employees and managers of the state-owned company. It should be as independent as possible from the executive bodies of the legal entity. Therefore, it is recommended that the powers to appoint and remove him from office be assigned to the board of directors (which, in turn, will require amendments to the charter of the state-owned company). There is a double subordination of the corporate secretary. Administratively, he reports to the sole executive body of the state-owned company, functionally - to the chairman of the board of directors. It is desirable that the corporate secretary does not combine positions that put him in a subordinate position in relation to management. In large state-owned companies, it is recommended to create a special unit - the Office of the Corporate Secretary. It is advisable to place information about the corporate secretary on the website of the legal entity.
The functions of the corporate secretary are defined. Among them - advising members of the board of directors, management, shareholders on corporate law and governance; control over compliance with the requirements of corporate legislation; preparation and provision of holding the general meeting of shareholders; development of corporate governance practices, etc.
The requirements for the candidature of the corporate secretary have been established. For example, he must have a higher education (preferably psychological, legal, economic or business) and work experience in corporate governance for at least 3 years.
Given model provision about the corporate secretary of JSC with state participation. In particular, the rights, duties and responsibilities of the corporate secretary, as well as the procedure for his appointment are defined. Recommendations on planning the activities of the corporate secretary are given.
6. Service corporate communications has the right to:
1) request, in accordance with the established procedure, information and materials necessary for the performance of the tasks assigned to the corporate communications service from the divisions of Russian Railways;
2) participate in meetings and other events held by subdivisions of Russian Railways on issues within the competence of the corporate communications service;
3) to correspond in accordance with the established procedure with subdivisions of Russian Railways, organizations and citizens on issues that are within the competence of the corporate communications service;
4) issue, within its competence, instructive documents (letters, memos, etc.) mandatory for execution by subdivisions of Russian Railways;
5) exercise control over compliance with the legislation of the Russian Federation and the execution of regulatory documents of Russian Railways and railway on issues within the competence of the corporate communications service;
6) exercise other rights in accordance with the legislation of the Russian Federation, regulatory documents of Russian Railways and the railway.
IV. Work organization
7. The Corporate Communications Service is headed by the Head of the Corporate Communications Service, who is appointed and dismissed in accordance with the procedure established by Russian Railways.
8. The head of the corporate communications service has a deputy who is appointed to the position and dismissed in accordance with the procedure established by Russian Railways.
9. The duties of the head of the corporate communications service in his absence are performed by his deputy.
10. The Corporate Communications Service carries out its work in cooperation with subdivisions of Russian Railways, as well as in accordance with the established procedure with state authorities of the constituent entities of the Russian Federation and municipal authorities.
11. Head of Corporate Communications Service:
1) organizes the work of the corporate communications service on the principle of unity of command and bears personal responsibility for the fulfillment of the tasks assigned to the corporate communications service;
2) represents Russian Railways and the railway in accordance with the established procedure in state, public and other organizations on issues falling within the competence of the corporate communications service;
3) plans the work of the corporate communications service in accordance with the plans of Russian Railways and the railway;
4) approves the regulations on the departments (sectors) of the corporate communications service, job descriptions of its employees and makes changes to them, if necessary;
5) monitors compliance by employees of the corporate communications service with labor and performance discipline;
6) submits to the head of the railway proposals for hiring and dismissal from work, as well as for the relocation of employees of the corporate communications service;
7) submit proposals to the head of the railway on the application of incentive measures to employees of the corporate communications service, as well as on the imposition of disciplinary action in the manner prescribed by the legislation of the Russian Federation;
8) organize professional retraining and advanced training of employees of the corporate communications service.
12. Departments (sectors) of the corporate communications service perform their functions in accordance with these Regulations and the provisions on departments (sectors).
13. Employees of departments (sectors) of the corporate communications service are guided in the performance of their functions by this Regulation and their job descriptions.
Rostovenergo
1. Introduction | |
2. Information about the Company | |
3. Principles and structure of corporate governance in the Company | |
3.1. Definition and principles | |
3.2. Internal documents | |
3.3. General structure corporate governance | |
4. Practice of corporate governance implemented in the Company | |
4.1. Board of Directors | |
4.1.1. General provisions. | |
4.1.2. Composition of the Board of Directors | |
4.1.3. Requirements for a member of the Board of Directors | |
4.1.4. Combination with positions in other legal entities Oh | |
4.1.5. Organization of the work of the Board of Directors | |
4.1.6. Chairman of the Board of Directors | |
4.2. CEO | |
4.3. Remuneration of the Board of Directors and CEO | |
5. Shareholders of the Company | |
5.1. Shareholder Rights and Protection of Shareholder Rights | |
5.2. General Meeting of Shareholders | |
5.2.1. Preparing for the meeting | |
5.2.2. Holding a meeting | |
5.2.3. Meeting results | |
5.3. Dividend Policy | |
6. Disclosure and transparency | |
6.1. Disclosure Policy and Practice | |
6.2. Financial statements | |
6.4. Ownership structure | |
7. Reformation of the Society | |
8. Final provisions |
1. INTRODUCTION
The objectives of this Corporate Governance Regulation (hereinafter referred to as the Regulation) are to improve and systematize the corporate governance of Energosbyt Rostovenergo Open Joint Stock Company (hereinafter referred to as the Company), ensure greater transparency of the Company's management and confirm the Company's continued readiness to follow the standards of proper corporate governance. In particular:
The management of the Company must be carried out with an appropriate level of responsibility and accountability and in such a way as to maximize shareholder value;
The Board of Directors and executive bodies must work efficiently, in the interests of the Company and its shareholders (including minority shareholders), and create conditions for sustainable growth of shareholder value;
Proper disclosure, transparency, and effective work risk management and internal control systems.
By accepting, periodically improving and strictly observing the provisions of these Regulations, the Charter of the Company and other internal documents, the Company confirms its intention to promote the development and improvement of good corporate governance practices.
In order to further strengthen confidence on the part of shareholders, employees, investors and the public, the Company, when developing these Regulations, did not limit itself to the norms of Russian legislation and included additional provisions in the Regulations based on generally recognized Russian and international corporate governance standards.
The Company assumes the obligations stipulated by these Regulations and undertakes to comply with the norms and principles established therein.
2. INFORMATION ABOUT THE COMPANY
Energosbyt Rostovenergo Open Joint Stock Company (JSC Energosbyt Rostovenergo) was established on January 11, 2005 as a result of reorganization.
The Company is one of the largest energy companies in the Rostov region, whose shareholders are both Russian and foreign legal entities and individuals.
All information disclosed in any way without fail posted on the Company's website in the Internet information network.
5.3. Dividend Policy
The Company has an officially approved Regulation on the Dividend Policy. The dividend policy is disclosed, among other things, on the Company's website.
The procedure for determining the amount of dividends on preferred shares does not infringe on the rights of holders of ordinary shares. The Company's dividend policy provides for:
Creation of a transparent and understandable mechanism for determining the amount of dividends;
Ensuring the most convenient procedure for paying dividends for shareholders;
Measures to prevent incomplete or late payment declared dividends.
6. DISCLOSURE AND TRANSPARENCY
6.1. Disclosure Policy and Practice
The policy of disclosure of information about the Company implemented by the Company has as its main goal to ensure the highest degree of confidence of shareholders, potential investors, counterparties and other interested parties in the Company by providing the said persons with information about themselves, their activities and securities in an amount sufficient for these persons to accept reasonable and informed decisions regarding the Company and its securities.
The Company, when disclosing information about itself, is not limited to information, the disclosure of which is provided for by the regulatory legal acts of the Russian Federation, and additionally discloses other information that ensures a high degree of transparency of the Company and contributes to the achievement of the goals of the information disclosure policy implemented by the Company.
The list of information disclosed by the Company, the procedure and terms for disclosure of information are determined by the Regulations on the information policy of Rostovenergo approved by the Board of Directors of the Company”.
When disclosing information, the Company is guided by the following principles:
The principle of completeness and reliability of disclosed information, in accordance with which the Company provides all interested parties with information that corresponds to reality, without avoiding disclosing negative information about itself, to the extent that allows to form the most complete picture of the Company, about the results of the Company's activities;
The principle of information availability, in accordance with which the Company, when disclosing information, uses channels for disseminating information about its activities, providing free and easy access for shareholders, creditors, potential investors and other interested parties to the information disclosed;
Information balance principle, which means that the Company's information policy is based on a reasonable balance of the Company's transparency for all interested parties, on the one hand, and confidentiality, on the other, in order to maximize the rights of shareholders to receive information about the Company's activities, provided that information classified as confidential or insider is protected;
The principle of regularity and timeliness of information disclosure, which determines that the Company provides shareholders, creditors, potential investors and other interested parties with information about its activities within the time limits stipulated by the regulatory legal acts of the Russian Federation and internal documents of the Company.
Information disclosed by the Company is published on the Company's website.
The executive bodies of the Company are responsible for disclosure of information. Members of the Board of Directors disclose to the Company information about themselves necessary for the Company to disclose information in accordance with the regulatory legal acts of the Russian Federation and the Regulations on the Company's information policy.
6.2. Financial statements
The Company keeps records and prepares financial statements in accordance with Russian Accounting Standards and financial reporting. The Company prepares summary (consolidated) statements and publishes such statements on the Company's website.
The financial statements are accompanied by detailed notes that allow the recipient of such statements to correctly interpret the data on the financial results of the Company's activities. financial information supplemented by comments and analytical assessments of the Company's management, as well as the opinion of the Company's auditor and the Audit Commission.
6.3. Control of financial and economic activities
The Company, realizing the need to reduce the likelihood of occurrence of events that adversely affect the achievement of the Company's goals and lead to losses, including for reasons of decision-making based on incorrect judgments, human errors, conscious evasion of control, and also recognizing the high degree of shareholders' need for protection of its investments and safety of the Company's assets, creates a system of control over financial and economic activities.
Internal control of financial and economic activities is focused on achieving the following goals:
Ensuring the completeness and reliability of financial, accounting, statistical management and other reporting;
Ensuring compliance with the regulatory legal acts of the Russian Federation, decisions of the Company's management bodies and internal documents of the Company;
Ensuring the safety of the Company's assets;
Ensuring the fulfillment of the goals set by the Company in the most efficient way;
Ensuring efficient and economical use of the Company's resources;
Ensuring timely identification and analysis of financial and operational risks that may have a significant negative (negative) impact on the achievement of the Company's goals related to financial and economic activities.
The control system of the financial and economic activities of the Company includes control procedures determined by the regulatory legal acts of the Russian Federation, decisions of the General Meeting of Shareholders and the Board of Directors of the Company, as well as a set of bodies (divisions, persons) of the Company exercising internal control - the Audit Commission, the Board of Directors , as well as a separate structural unit (department for monitoring and analysis of the Company's economic activity) authorized to exercise such control.
The functions, rights and obligations, responsibilities of the subdivisions functioning in the Company are provided for by the organizational and administrative documents of the Company.
In order to ensure the systemic nature of control over the financial and economic activities of the Company, internal control procedures are carried out by the authorized division of the Company responsible for internal control, in cooperation with other bodies and divisions of the Company.
6.4. Ownership structure
The Company ensures disclosure of information about the real owners of five or more percent of the voting shares of the Company. The information disclosed by the Company also describes corporate relations in the group of companies. The Company seeks to ensure the transparency of the Company's share capital structure.
7. REFORMING SOCIETY
The need and main directions for reforming the electric power industry are determined by regulatory legal acts of the Russian Federation.
The Company participates in the development of the concept of reform of the electric power industry, and also carries out corporate management in order to implement the processes of reforming the electric power industry in the region.
The start of reforming the electric power industry of the Russian Federation was given by the Decree of the Government of the Russian Federation No. 000 dated 01.01.2001. "On reforming the electric power industry of the Russian Federation", according to which the reforming process covered the Russian Joint-Stock Company for Energy and Electrification "UES of Russia" and its subsidiaries and affiliates.
In pursuance of the Decree of the Government of the Russian Federation JSC "Rostovenergo" prepared the Project of reorganization of JSC "Rostovenergo", approved by the Board of Directors of RAO "UES of Russia" on 26.06.2002. (Minutes No. 000), considering the legal mechanism and economic consequences of the reform of OAO Rostovenergo. The project assumed the start of reform measures in September 2002, however, the absence at that time regulatory framework reforms made it impossible to start within the specified time frame.
During the year, JSC Rostovenergo carried out activities preparatory phase which have been completed to date: all real estate objects, in accordance with the schedule approved by the "UES of Russia", have been registered with the Institution of Justice in the Rostov Region, a methodology for separate accounting by type of activity (14 types) has been developed and implemented, participation in more than than 78 objects of non-core and inefficient activities.
The adoption of a package of energy laws in March 2003, as well as a number of new provisions of the 5+5 Concept, revealed the need to make significant changes to the Rostovenergo Reorganization Project.
The main goals of reforming the electric power industry are to increase the efficiency of energy enterprises and create conditions for the development of the industry based on predominantly private investment, as well as attracting public investment in companies in the regulated sectors of the electric power industry.
When implementing reform processes, the Company strictly adheres to the following principles:
Ensuring the reliability and uninterrupted power supply to consumers, compliance with energy security requirements;
Ensuring the rights of shareholders in the course of corporate transformations;
Ensuring transparency of reform procedures and publicity of information on decisions made by management bodies on all reform issues;
Improving the principles of corporate governance and bringing them to the best Russian and foreign standards;
Improvement of the Company's investment policy;
Transparency and fairness of valuation in transactions with assets.
September 26, 2003 (Minutes No. 000) The Board of Directors of RAO "UES of Russia" approved new edition The project, which was approved by the Reform Committee of the "UES of Russia" and was considered by the Commission of the Government of the Russian Federation on Reform.
06/30/2004. extraordinary general meeting shareholders on the issue of reorganization of the Company with the agenda: “On reorganization in the form of a spin-off, on the procedure and conditions for spin-off, on the creation of new Companies, on the distribution of shares of the Companies being created and on the procedure for such distribution, on approval of the separation balance sheet”. The Extraordinary General Meeting of Shareholders decided to reorganize by separating:
generating company";
Rostovenergo Company;
Rostovenergo";
network company Rostovenergo.
In connection with the reorganization of the Company, the necessary measures were taken to notify shareholders and creditors of the right to demand the redemption of shares and the repayment of accounts payable ahead of schedule, respectively. In the course of work, the risks of presentation were reduced to zero.
November 5, 2004 the first meetings of shareholders of the Company separated from the structure were held, which approved the Articles of Association, members of the Boards of Directors, General Directors, Audit commissions new societies.
The interim separation balance sheet, forecast opening balance sheets, as well as the NVV separation project were agreed with the main shareholders. 01/11/2005 carried out state registration generating company, Rostovenergo, Rostovenergo company, state registration Grid Company Rostovenergo, in accordance with the decision of UES of Russia, was transferred to 04/01/2005
In the process of reform, there are qualitative changes in the structure of the industry, aimed at creating market mechanisms for relations between its subjects, attracting private investment to the industry. In order to ensure the reform of the electric power industry in Russia and solve the problems of the reform, the Company is actively developing and implementing a set of measures to change the structure and restructuring of the Company.
In this regard, corporate mechanisms and procedures for the implementation of all transformations are of particular importance in the context of the reform. The Company ensures the transparency of such transformations and their implementation in strict accordance with the legislation of the Russian Federation, the Charter and internal documents of the Company.
The most important priorities in the process of such transformations for the Company is to ensure control by shareholders over the course of transformations, as well as to ensure the participation of shareholders in decision-making on issues affecting their legitimate rights and interests.
The Board of Directors of the Company, which considers the most important issues of the reform, is formed, including representatives of the state, minority shareholders, and the Company's management.
These corporate governance tools are designed to establish an effective dialogue, a multilateral discussion of the most important issues of reform by all interested parties. The purpose of such a dialogue is to develop mutually acceptable solutions at the level of the Company.
Conducted by the society corporate policy and corporate governance practices should contribute to the successful implementation of the goals and objectives of reforming the electric power industry.
8. FINAL PROVISIONS
These Regulations come into force from the moment of its approval by the Board of Directors of the Company.
Regulations on corporate development management
1. General Provisions
1.1 Scope
1.1.1 This document is the main regulatory document that establishes the goals, objectives, functions, rights and responsibilities of the Corporate Development Department of the Firm LLC "XXX", regulating the organization of its activities, the procedure for business interaction with other structural divisions and officials LLC "XXX", external companies.
1.1.2 Corporate Development Department and is directly subordinate to the General Director of XXX LLC. In its activities, the Corporate Development Department is guided by:
Legislation of the Russian Federation,
The Charter of LLC "XXX",
Regulations on the personnel nomenclature of XXX LLC (P-HR-445.04 of 06/28/2004),
By this Regulation.
1.1.3 This Regulation is a document of direct action and is mandatory for execution from the date of its approval.
1.1.4 Changes in the Regulations are approved by the General Director of XXX LLC.
This Regulation uses normative references to the following documents:
1. Regulations on strategic planning of LLC "XXX" (P-230 dated 30.05.00);
2. Regulations on planning the activities of departments (P-283 dated 05.06.01);
3. Regulation on reports to LLC "XXX" (P-250 dated 08.09.00);
4. Principles organizational management segment "Distribution";
5. Regulations on the Strategic Planning of the Group of Companies "LLC "XXX"" (P-358 dated
1.3 Terms and definitions, abbreviations
The following terms and definitions, abbreviations are used in this Regulation:
Parent company of the segment (SCS) is a company that implements separate management functions for other companies (its subsidiaries (affiliates) companies) included in the segment by centralizing management and relevant executive resources (human and material) in the GCS. XXX LLC is the parent company in the Distribution segment.
Parent company (“XXX LLC”) is a company that is entitled to determine the decisions of subsidiaries (dependent) companies and form restrictions on their business activities.
Segment - a set of subsidiaries and affiliates of "LLC "XXX" united according to a certain principle established by the Board of Directors of "LLC "XXX"".
Strategic Planning (SP) - management process creating and maintaining a strategic alignment between the goals of the enterprise, its potential and the market situation, as well as forecasting financial activities enterprises for a long period (more than a year).
Organizational and functional structure - a structure that determines the distribution of functions from the functional structure to the organizational units included in the organizational structure and fixes the relationship between the relevant organizational units and functions within the framework of this organizational management system.
KSP - Committee strategic planning;
UKR - Corporate Development Department;
GOR - Organizational Development Group;
AdmO - Administrative department;
BBP - Business Processes Division;
OSPiO - Department of Strategic Planning and Reporting;
SSP - System balanced scorecard;
TOP - management - the top management of the Company;
LLC "XXX" - LLC "XXX";
KPI (Key Performance Indicators) - key performance indicators;
Feasibility study - feasibility study.
2 Creation and liquidation
2.1 The Corporate Development Department is created and liquidated on the basis of the order of the General Director of XXX LLC.
2.2 The organizational structure of the Corporate Development Department is agreed with the Head of the HR Department and approved CEO LLC "XXX" Proposals are submitted by the Head of the Corporate Development Department.
2.3 staffing The Corporate Development Department is coordinated with the Head of the Human Resources Department and approved by the General Director of XXX LLC. Proposals are submitted by the Head of the Corporate Development Department.
2.4 The number and names of divisions that are part of the Corporate Development Department, the number of employees working in them may vary depending on the growth of the Company, changes in the specifics of its activities. Changes in the structure and staffing of the Corporate Development Department are agreed with the Head of the Personnel Department and approved by the General Director of XXX LLC. Proposals are submitted by the Head of the Corporate Development Department.
2.5 The number and name of the divisions that are part of the Corporate Development Department, the number of employees working in them may vary depending on the organizational, functional and structural changes of the Company, changes in the specifics of its activities. Changes in the Goals and Organizational and functional structure of the Corporate Development Department are agreed with the Head of the Personnel Department and approved by the General Director of XXX LLC. Proposals are submitted by the Head of the Corporate Development Department.
2 Organizational structure
2.1 The organizational structure of the Corporate Development Department is built on a linear-functional basis.
2.2 The organizational and functional structure of the Division's Corporate Development Department is given in Appendix N1 "Organizational and Functional Structure".
2.3 The activities of the structural units within the Corporate Development Department are regulated by these Regulations and the Regulations on the structural units that are part of the RMO.
2.4 The Corporate Development Department is headed by the Head of the Corporate Development Department, whose activities are regulated by the “Regulations on the Head of the Corporate Development Department”.
2.5 The following are directly subordinate to the Head of the Corporate Development Department:
Head of the organizational development group;
Head of the Strategic Planning and Reporting Department;
Head of the Administrative Department;
Head of Business Processes Department.
2.6 The procedure for appointment and dismissal, distribution of duties within the Corporate Development Department is determined by the job descriptions of the employees of the unit, approved by the Head of the HR Department of XXX LLC.
3.1 The main goal of the Corporate Development Department is: Development of the Distribution segment.
3.2 The sub-objectives of the Corporate Development Department are:
3.2.1 Development of the management system for the Distribution segment;
3.2.2 Ensuring processes and introducing new business technologies in the areas of strategic planning, building a balanced system of performance indicators, a corporate reporting system;
3.2.3 Documentation and administrative support for the management of the Company through the development and support of the functions of office work and information exchange systems, regulation, delegation of authority and general administration;
3.2.4 Ensuring, in accordance with the strategic goals, the required level of efficiency and quality of the Company's business processes through their regulation, optimization, standardization and control of the main parameters.
4 Functions
The functions performed by the Corporate Development Department are given in Appendix N1 “Organizational and Functional Structure of the Corporate Development Department”.
5 Interactions
5.1 Interaction with structural subdivisions of XXX LLC
5.1.1 Interaction with departments on the issues of obtaining:
5.1.1.1 Action plans for the period;
5.1.1.2 Reports on the implementation of action plans;
5.1.1.3 Information on key performance indicators;
5.1.1.4 Reports on financial and economic indicators;
5.1.1.5 Analytical materials related to the development of the Company;
5.1.1.6 Proposals for optimization (reengineering) of business processes;
5.1.1.7 Budgets, management reporting and performance analysis;
5.1.1.8 Projects of organizational and functional changes;
5.1.1.9 Purposes and functions of departments;
5.1.1.10 Organizational structure divisions;
5.1.1.11 Information about the functions of departments;
5.1.1.12 Information about the technology of subdivision processes;
5.1.1.13 Information on interactions of a structural unit with others
Subdivisions;
5.1.1.14 Information about the management system of departments;
5.1.1.15 Authorization information.
5.2 Interaction with external companies
5.2.1.1 Interaction is based on the principles of management of the "Distribution" segment, enshrined in the Principles of Management of the "Distribution" segment and is carried out on a contractual basis;
5.2.1.2 Interaction with SDCs of the Distribution segment on the issues of optimization of the management system of the Distribution segment.
5.2.1.3 On the issues of strategic planning of subsidiaries and affiliates.
5.2.1.4 On the issues of building a balanced scorecard for the Distribution segment.
5.2.1.5 On the optimization of the management system of the Distribution segment.
5.2.2 Interaction with external companies
5.2.2.1 Interaction with external consulting companies is carried out on a contractual basis on the following issues:
5.2.2.2 Engaging external consultants to provide consulting services in the field of designing control systems;
5.2.2.3 Engaging external consultants to conduct management training activities.
5.2.3 Interaction with LLC "XXX"
5.2.3.1 Regarding the coordination and approval of the Strategic Plan for the Development of the Distribution segment, the provision of monitoring and reports on the implementation of the points of the strategic plan in the prescribed manner.
5.2.3.2 On the development and approval of the Development Strategy for the "Distribution" segment.
5.2.3.3 On the issues of agreeing on draft changes to the management system of the Distribution segment.
5.2.3.4 On the organization of general meetings, reports.
6 Planning the activities of the Unit
6.1 The planning of the activities of the Corporate Development Department is carried out on the basis of the "Regulations on the strategic planning of LLC "XXX" (P-230 of 30.05.07), "Regulations on planning the activities of departments" (P-283 of 05.06.01), the Action Plan to achieve the Strategic the company's goals for the year, monthly operational plans and budgets, Orders and Instructions of the General Director of XXX LLC.
6.2 Strategic Goals Corporate Development Departments for a year are established by the Head of the Corporate Development Department, approved by the General Director of XXX LLC.
7 Reporting on the work of the Unit
7.1 Reporting of the Corporate Development Department is carried out in accordance with the “Regulations on Reports in OOO XXX” (P-250 dated 08.09.00).
7.2 Based on the results of the implementation of the Strategic Plan for the year, the Head of the Corporate Development Department submits to the General Director of XXX LLC the Annual Report on the activities of the Corporate Development Department and the achievement of strategic goals.
7.3 Based on the results of the implementation of the operational (monthly) work plan of the Corporate Development Department, the Head of the Corporate Development Department submits a report to the General Director of XXX LLC.
7.4 Reporting and analytical materials of the Corporate Development Department may be provided to other divisions and employees of the Company in agreement with the General Director of XXX LLC.
8 Key performance indicators
8.1 As key indicators activities of the Corporate Development Department, on the basis of which the results of its activities are evaluated, the indicators given in Appendix B “Key Performance Indicators of the Corporate Development Department” are adopted.
8.2 Absolute and relative values of key performance indicators are planned for the Corporate Development Department as part of the strategic planning for the year ahead and are recorded in the strategic plans of the Company. Fixing the actual values of indicators occurs within the framework of reports on the implementation of strategic plans.
9 Rights and powers
The Corporate Development Department is vested with all the rights and powers necessary to perform its functions. The rights and powers of the Corporate Development Department are exercised by the Head of the Corporate Development Department.
The functions, rights and powers of the Head of the Corporate Development Department are given in the Regulation on the "Head of the Corporate Development Department".
"If the execution specific tasks or the functions specified in sections p. 4 and p. 5 of these Regulations are related to the following issues:
1) strategic issues;
2) questions of a methodological nature;
3) issues of an intercompany nature (i.e., affecting the interests of different companies of the group);
4) significant issues in terms of the amount (the price of the issue is more than 5 million rubles);
5) issues of long-term impact on the company's activities;
6) issues that the employees of the unit in their practice encounter for the first time;
7) as well as other issues that the employees of the unit cannot solve due to lack of labor and time resources.
And at the same time, these issues cannot be effectively carried out by the employees of the Corporate Development Department, the Head of the Corporate Development Department has the right to initiate before the General Director of XXX LLC the involvement of external consultants for consultations on these issues, in accordance with the Regulations of XXX LLC "On attracting external consultants to provide consulting and information services”.
The competence of the Head of the Corporate Development Department includes making managerial decisions on the recommendations provided by external consultants, as well as implementing them into the practice of the division's activities.
10 Responsibility
10.1 The Head of the Corporate Development Department is responsible to the General Director of XXX LLC for achieving the goals set within the competence of the Corporate Development Department in accordance with Labor Code and the legislation of the Russian Federation.
10.2 The Head of the Corporate Development Department is responsible for the risks arising within the competence of the Corporate Development Department.
Type of document:
- Position
- Corporate culture
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