Job description of the head of the corporate governance department. Director of Corporate Governance job description

JOB DESCRIPTION OF THE ASSISTANT GENERAL DIRECTOR FOR CORPORATE LEGAL WORK

I. General provisions

1. The Assistant to the General Director for Corporate Legal Work (hereinafter referred to as the Assistant) organizes and carries out corporate legal work at OJSC "_____________" (hereinafter referred to as the Company).
2. In his activities, the Assistant is guided by:
   - legislation, other regulations,
   - the Company’s charter, other local regulations,
   - these instructions.
3. The assistant reports directly to the General Director of the Company, is appointed to the position and dismissed from his position by order of the General Director of the Company.
4. A person with a higher education degree is appointed to the position of Assistant legal education and at least five years of legal experience.
5. During the absence of the Assistant due to his temporary disability, being on vacation, or a business trip, his duties are performed by the head of the legal department or another employee appointed by order of the General Director.
6. _________________________________________________________________.

II. Job responsibilities

1. In the area corporate work Assistant
   1.1. provides:
   - interaction of the General Director with shareholders, members of the Board of Directors, auditors and the Audit Commission of the Company;
   - preparation of the CEO’s reporting to the board of directors and the general meeting of shareholders, as well as other information provided on behalf of the CEO to the board of directors;
   - assistance to the General Director in implementing decisions of general meetings of shareholders and the Board of Directors of the Company;
   - assistance to the secretary of the Board of Directors in technical support organizing and holding meetings of the Board of Directors and general meetings of shareholders of the Company;
   - concluding agreements with registrars and auditors of the Company and participating in agreeing on the terms of these agreements; documentation support holding competitions for the selection of the Company's auditor;
   1.2. directly performs the following duties:
   - prepares letters and statements to the Board of Directors and shareholders of the Company on behalf of the General Director, organizes the compilation and distribution of reports and other information to members of the Board of Directors;
   - with frequency determined by the General Director, monitors and analyzes changes in the composition of the Company’s shareholders;
   - on behalf of the General Director or his first deputy, develops proposals to maintain or change the composition of the Company’s shareholders, as well as the package of securities (shares) owned by the Company;
   - interacts with the Company’s registrars and legal entities, of which the Company is a participant, on all issues related to the maintenance of securities registers;
   - registers new editions of the Company’s charter in accordance with the requirements of the law.
   1.3. oversees the following areas of the Company’s work:
   - accounting for shares, other securities, as well as shares (contributions) in other legal entities that the Company owns directly or controls through affiliates;
   - receipt by the Company of licenses, certificates, registration of rights to property and property rights of the Company, as well as centralized accounting of these documents.
2. In the field of legal work Assistant
   2.1. provides:
   - qualified protection of the Company’s interests in judicial and legal institutions and bodies state power And local government, incl. with the involvement of specialized organizations, law firms;
   - organizing the preparation of procedural documents;
   - general legal analysis V corporate activities Society and the need for legal support for this activity;
   - development of employment contracts concluded by the Company with deputy general directors;
   2.2. directly carries out the following responsibilities:
   - on behalf of the General Director and his first deputy, develops new editions (amendments and additions) of the Company’s charter, provisions regulating the procedure for the election and activities of the Company’s management and control bodies (provisions “On the General Meeting of Shareholders”, “On the Board of Directors”, “On the General Director”) director", "About audit commission"), other internal documents of the Company in the field of corporate governance;
   - upon request, explains to the General Director and other employees of the Company’s management the joint stock legislation and legislation on securities, incl. prepares analytical and reference materials;
   2.3. oversees the following areas of the Company’s work:
   - organizing the development of local regulatory legal acts of the Company (regulations, instructions, orders);
   - organization of legal work in the Company in the following areas: contractual, claim work, local rule-making (in accordance with current legislation, the charter, and other internal documents of the Company);
   - organization of office work and document flow of the Company;
   - improvement of local legal regulation Society.
3. _________________________________________________________________.
4. _________________________________________________________________.

III. Rights

The assistant has the right:

1. request and demand timely provision from the Company's employees of all necessary documents and information;
2. take part in the discussion of draft local regulations of the Company;
3. take part in the approval of all provisions and instructions of the Company in the field of corporate governance;
4. check compliance with the law in the corporate activities of the Company, give opinions on the causes and conditions of violation of the law in the corporate activities of the Company, participate in the development of measures aimed at compliance with the law in the corporate activities of the Company;
5. petition the General Director to stop illegal actions of any employee of the Company, cancel or amend illegal local legal acts;
6. prepare proposals to reduce (non-pay) bonuses to employees of the Company who have committed violations of the law in the Company’s activities, violation of its economic interests, or who have not provided timely information at the request of the Assistant, made within the scope of his competence, which otherwise impeded the proper performance by the Assistant of his duties;
7. participate in operational meetings of the Company on issues of corporate and legal work of the Company;
8. involve, with the consent of the head of the relevant structural unit of the Company, his employees to prepare joint documents and carry out activities related to the corporate and legal work of the Company;
9. prepare proposals to cancel, amend or supplement the Company’s local regulations;
10. return to the executors for revision low-quality draft documents submitted for approval that contradict current legislation;
11. prepare, on one’s own initiative or on behalf of the General Director or his First Deputy, recommendations for improving the efficiency of corporate and legal work in the Company, incl. distribution of competence between the Company’s management bodies;
12. participate in attracting specialized organizations to provide the Company with legal services, as well as services in the field of financial consulting in the field of working with securities, participate in negotiating the terms of contracts with these organizations;
13. in agreement with the General Director of the Company, attend seminars and advanced training courses in the Assistant’s profile, with payment from the Company’s funds;
14. interact with third parties on issues within the competence of the Assistant, in agreement with the General Director, First Deputy General Director, represent the interests of the Company, sign letters on behalf of the Company on the basis of the issued power of attorney and (or) order;
15. inform the General Director and his first deputy about all facts that impede the performance of the duties assigned to the Assistant;
16. have communication means, equipment, use official transport for the purpose of timely and efficient execution of the tasks assigned to the Assistant;
17. have other rights to ensure accurate and timely performance of their duties.
18. _________________________________________________________________.
19. _________________________________________________________________.

IV. Responsibility

The assistant is responsible for:

1. for the timely and high-quality fulfillment of the duties provided for in these instructions, maintaining trade secrets in accordance with the current labor legislation and local regulations of the Company.
2. for offenses committed in the course of carrying out their activities, in accordance with current labor, administrative and criminal legislation.
3. for causing damage (material or harm business reputation) To the society, in accordance with current labor and civil legislation.
4. for the accuracy and compliance with the law of the documents signed and endorsed by him.
5. _________________________________________________________________.
6. _________________________________________________________________.

I approve

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Manager or other

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Approve

[organizational and legal form, job description]

name of organization, [day, month, year]

enterprises] M.P.

Job description

Director of Legal and Corporate Affairs

[name of organization]

This job description has been developed and approved in accordance with the provisions Labor Code Russian Federation and other legal acts regulating labor relations.

1. General provisions

1.1. The Director of Legal and Corporate Affairs is classified as a manager and reports directly to [manager's position title].

1.2. The Director for Legal and Corporate Affairs is appointed to the position and dismissed from it by order of [name of the manager's position].

1.3. A person with a higher professional (legal) education and work experience at leadership positions at least [value] years.

1.4. During the absence of the Director of Legal and Corporate Affairs, his official duties are performed by [position].

1.5. The Director of Legal and Corporate Affairs must know:

Civil, entrepreneurial, commercial, administrative, labor, financial, tax legislation of the Russian Federation;

Regulatory and teaching materials regulating the production and economic activities of the enterprise;

Profile, specialization and features of the enterprise structure;

Standards of paperwork for legal documents;

The structure of state bodies, local governments, judicial bodies;

The procedure for systematizing, recording and maintaining legal documentation using modern information technologies;

Administration Basics;

Economics and organization of production, labor and management;

Internal rules labor regulations;

Norms and rules of labor protection, safety, industrial sanitation and fire safety;

Ethics of business communication.

2. Job responsibilities

The Director of Legal and Corporate Affairs is assigned the following job responsibilities:

2.1. Legal support of the financial and economic activities of the organization and its branches.

2.2. Ensuring compliance of the activities of the organization’s divisions and the documents they create with the current legislation of the Russian Federation and internal regulatory framework organizations.

2.3. Conducting legal reviews of contracts.

2.4. Implementation of established corporate procedures (conducting Boards of Directors, general meetings of shareholders, information disclosure, etc.).

2.5. Preparation or participation in the preparation of draft orders, instructions, protocols and other documents related to the current financial and economic activities of the organization.

2.6. Legal protection of the economic interests of the organization, conducting claims work, representing the interests of the organization in the courts.

2.7. Monitoring compliance with the law in the corporate activities of the organization, issuing opinions on the causes and conditions of violations of the law in the corporate activities of the organization, participating in the development of measures aimed at maintaining the rule of law in the corporate activities of the organization.

2.8. Interaction with federal and regional authorities, funds mass media, public organizations, development and implementation of the organization’s information policy, charitable and sponsorship activities.

2.9. Monitoring and methodological support of employees on corporate governance issues.

2.10. Preparation of established reporting on corporate governance issues.

2.11. Analysis and generalization of the norms of legislation of the Russian Federation, including law enforcement practice.

2.12. Organization of meetings and telephone conversations.

2.13. [Other job responsibilities].

3. Rights

The Director of Legal and Corporate Affairs has the right to:

3.1. For everything provided for by law Russian Federation social guarantees.

3.2. Give instructions and tasks to employees subordinate to him on a range of issues included in his functional responsibilities.

3.3. Provide direct supervision to subordinate employees.

3.4. Request and receive necessary materials and documents related to issues of his activities and the activities of his subordinate employees.

3.5. Interact with other enterprises, organizations and institutions on issues within his functional responsibilities.

3.6. Get acquainted with draft decisions of the organization's management related to the financial and economic activities of the organization.

3.7. Submit proposals to improve your work for consideration by the organization's management.

3.8. Approve, sign and endorse documents, as well as enter into contracts on behalf of the organization within their competence.

3.9. Take part in the discussion of draft local regulations of the organization.

3.10. Participate in operational meetings of the organization on issues of corporate and legal work of the organization.

3.11. Return to the contractors for revision low-quality draft documents submitted for approval that contradict current legislation.

3.12. Improve your professional qualifications.

JOB DESCRIPTION
Head of Corporate Development Department

1. GENERAL PROVISIONS

1.1. This job description defines the functional duties, rights and responsibilities of the head of the corporate development department.
1.2. The head of the corporate development department is appointed and dismissed in accordance with the procedure established by the current labor legislation of the Russian Federation by order of the head of the organization.
1.3. The head of the corporate development department reports directly to the head of the organization.
1.4. A person who meets the qualification requirements is appointed to the position of head of the corporate development department: higher economic education, work experience in a similar position for at least ____ years.
1.5. The head of the corporate development department should know:
- civil, labor, tax, administrative legislation of the Russian Federation;
- English language.

2. FUNCTIONAL RESPONSIBILITIES

The Head of the Corporate Development Department performs the following responsibilities:
2.1. Attracting investments into the company.
2.2. Speaking at public events with presentations and proposals.
2.3. Development of commercial proposals.
2.4. Organizing the work of the corporate unit to achieve plans for business indicators.

The head of the corporate development department has the right:
3.1. Require the head of the organization to provide assistance in fulfilling their job responsibilities.
3.2. Improve your skills.
3.3. Get acquainted with the draft decisions of the head of the organization relating to his activities.
3.4. Submit proposals on issues related to your activities for consideration by your immediate supervisor.
3.5. Receive from employees of the organization the information necessary to carry out its activities.

4. RESPONSIBILITY

The head of the corporate development department is responsible for:
4.1. For failure to perform or improper performance of their duties provided for in this job description - in accordance with the current labor legislation of the Russian Federation.
4.2. For offenses committed during the period of its activities - in accordance with the current civil, administrative and criminal legislation of the Russian Federation.
4.3. For causing material damage - in accordance with the current civil legislation of the Russian Federation.
4.4. For violation of internal labor regulations, rules fire safety and safety precautions established in the organization.

5. WORKING CONDITIONS

5.1. The work schedule of the head of the corporate development department is determined in accordance with the internal labor regulations established in the organization.

Our site specializes in topics such as the job description of the head of the energy sales service department of an energy sales organization, the job description of the head of the corporate department.

1.1 This job description defines the functional duties, rights and responsibilities of a corporate lawyer.

1.2 A corporate lawyer belongs to the category of specialists.

1.3 A corporate lawyer is appointed and dismissed in accordance with the procedure established by current labor legislation by order of the director of the enterprise upon the recommendation of the head of the legal department?????

1.4 Relationships by position:

1.4.1	Direct subordination	head of the legal department??, director of the enterprise
1.4.2.	Additional Subordination	−
1.4.3	Gives orders	–
1.4.4	The employee is replaced	person appointed by the director of the enterprise
1.4.5	The employee replaces	−

1. Qualification requirements for a corporate lawyer:

2.1.	Education	higher professional (legal)
2.2	experience	Minimum work experience as a legal advisor 3 years; 4 years
2.3	knowledge	Regulatory and methodological materials regulating the production and economic activities of the enterprise. Profile, specialization and features of the enterprise structure. Civil, entrepreneurial, commercial, administrative, labor, financial, tax, and other areas of legislation. Arbitration procedural, civil procedural law, fundamentals of criminal procedural law. Standards for paperwork based on legal documents. The structure of state bodies, local governments, judicial bodies. The procedure for systematizing, recording and maintaining legal documentation using modern information technologies. Administration Basics. Ethics of business communication. Economics and organization of production, labor and management. Fundamentals of labor legislation. Labor protection rules and regulations.
2.4	skills	−
2.5	additional requirements	–

1. Documents regulating the activities of a corporate lawyer

3.1 External documents:

Legislative and regulatory acts relating to the work performed.

3.2 Internal documents:

3.1 Charter of the enterprise, Orders and instructions of the director of the enterprise (head of the legal department); Regulations on the legal department, Job description of a corporate lawyer, Internal labor regulations.

1. Job responsibilities of a corporate lawyer

Corporate lawyer:

4.1. Carries out the development of constituent documents; ensures registration of legal entities, issues of valuable shares, amendments to constituent documents; coordinates the work on maintaining shareholder registers ( third parties); defines legal basis bodies of the enterprise (develops regulations on the powers General meeting, about the board of directors, about the board, about the audit commission, etc.); develops regulations on transactions related to the acquisition or alienation of property; coordinates transactions with shares of the enterprise; determines the legal basis for the dividend policy at the enterprise and coordinates it;

4.2. Organizes work: to provide the enterprise with laws, regulatory legal documents necessary for the implementation of the enterprise’s activities; on accounting and maintenance of databases of regulatory legal acts;

4.3. Provides divisions of the enterprise and individual specialists with the regulatory legal acts necessary for them to carry out their functions and responsibilities.

4.4. Carries out: checking the compliance with the legislation of draft orders, instructions, regulations and other legal documents submitted to the head of the enterprise for signature; checking compliance with the stages of approval of draft documents with responsible employees; approval of draft documents; issuing orders to responsible employees of the enterprise to amend or cancel acts caused by changes in legislation.

4.5. Conducts contractual work at the enterprise: determines the forms of contractual relations; develops draft agreements; checks compliance with the legislation of draft contracts submitted to the enterprise by counterparties; takes measures to resolve disagreements on draft agreements; provides notarization and/or state registration individual species contracts;

4.6. Analyzes contractual work at the enterprise, develops programs for its revision and change, checks the status of contractual work in the structural divisions of the enterprise.

4.7. Leads claim work at the enterprise: ensures registration of claims received from counterparties and their consideration; prepares responses to received claims and makes draft decisions on satisfaction or refusal to satisfy received claims; prepares claims to counterparties, sends them to counterparties and monitors the satisfaction of claims sent to counterparties;

4.8. Conducts claims work: takes measures to comply with the pre-arbitration procedure for resolving contractual disputes; prepares statements of claim and materials and submits them to arbitration courts; examines copies of statements of claim regarding claims against the enterprise; ensures maintenance of a data bank on claim work; represents the interests of the enterprise in arbitration courts;

4.9. Prepares applications, applications and other documents to obtain licenses and permits necessary for the activities of the enterprise.

4.10. Takes part in the development of documents related to issues of ensuring the safety of enterprise property (agreements on financial liability; instructions establishing the procedure for the receipt and acceptance of material assets at the enterprise, recording their movement; release and release accounting instructions finished products; etc.); checks and endorses employee liability agreements.

4.11. Verifies the legality of the dismissal and transfer of employees, and the imposition of disciplinary sanctions on them.

4.12. Represents the interests of the enterprise during inspections carried out at the enterprise by state control and supervisory authorities for the purpose of legal control over compliance with procedural actions by inspectors, the validity and correctness of the inspectors’ conclusions, registration of inspection results and the preparation of procedural documents;

4.13. Represents on behalf of the enterprise in state supervisory authorities authorized to consider cases of administrative offenses identified at the enterprise; prepares and sends complaints against the actions of government officials supervisory authorities, against administrative penalties unlawfully imposed on the enterprise.

4.14. Provides written and oral consultation to company employees on various legal issues, provides legal assistance in drafting legal documents.

1. Rights of a corporate lawyer

A corporate lawyer has the right:

5.1. Request and receive from structural divisions information, reference and other materials necessary to perform the duties provided for in this job description.

5.2. Conduct independent correspondence with state, municipal and judicial authorities on legal issues.

5.3. Represent the enterprise in the prescribed manner in government bodies, other institutions and organizations, on legal issues.

5.4. Provide structural units and individual specialists with binding instructions on legal issues.

5.5. Take measures when violations of the law are detected at the enterprise and report these violations to the head of the enterprise to bring those responsible to justice.

5.6. In agreement with the head of the enterprise, attract experts and specialists in the field of law for consultations, preparation of opinions, recommendations and proposals.

5.7. Get acquainted with the documents defining his rights and responsibilities for his position, criteria for assessing the quality of performance of official duties.

5.8. Submit proposals for improvement of work related to the responsibilities provided for in these instructions for consideration by management.

5.9. Require the management of the enterprise to provide organizational and technical conditions and prepare the established documents necessary for the performance of official duties.

1. Responsibility of a corporate lawyer

Corporate lawyer is responsible:

6.1. For improper performance or failure to fulfill one’s official duties as provided for in this job description - within the limits determined by the current labor legislation of Ukraine.

6.2. For offenses committed in the course of carrying out their activities - within the limits determined by the current administrative, criminal and civil legislation of Ukraine.

6.3. For causing material damage - within the limits determined by the current labor and civil legislation of Ukraine.

1. Working conditions for a corporate lawyer

The work schedule of a corporate lawyer is determined in accordance with the internal labor regulations established in the enterprise.

1. Terms of payment

The terms of remuneration for a corporate lawyer are determined in accordance with the Regulations on Remuneration of Personnel.

9 Final provisions

9.1 This Job Description is drawn up in two copies, one of which is kept by the Company, the other by the employee.

9.2 Tasks, Responsibilities, Rights and Responsibilities can be clarified in accordance with changes in the Structure, Tasks and Functions of the structural unit and workplace.

9.3 Changes and additions to this Job Description are made by order of the general director of the enterprise.

Head of structural unit
		(signature)	(last name, initials)
AGREED:
Head of Legal Department
(signature)	(last name, initials)
00.00.0000
I have read the instructions:
		(signature)	(last name, initials)
		00.00.00

Regulations on the Deputy General Director for corporate governance

1 General provisions

1.1 Scope of application

1.1.1 This document is the main regulatory document establishing the tasks, functions, powers and responsibilities of the Deputy General Director for Corporate Governance/Director for Corporate Governance of XXX LLC, regulating the organization of its activities, the procedure for business interaction with officials of structural divisions of XXX LLC " and Companies in the Distribution segment.

1.1.2 This Regulation is a document of direct effect and is mandatory for execution from the date of its approval.

This Regulation uses regulatory references to the following documents:

1. Charter of XXX LLC.

2. Internal labor regulations for employees of XXX LLC dated February 24, 2004.

3. Regulations on the personnel nomenclature of XXX LLC (PR. HR-445.04 dated June 22, 2004).

4. Regulations on “LLC “XXX”” and subsidiaries (dependent) companies (P-37 “LLC “XXX”” dated 04/09/04).

1.3 Abbreviations

The following abbreviations are used in these Regulations:

INR - internal regulatory document;

AWG - temporary working group;

GP - parent enterprise;

GC – group of companies “LLC “XXX””;

DZ - accounts receivable;

SDCs - subsidiaries and dependent companies of LLC XXX;

DFEP - additional financial and economic indicators;

EKHD – unified corporate data warehouse;

The Company is the parent company of the Distribution segment;

OFEP - main financial and economic indicators;

PG - project group;

SZ - memo;

TDP - table of delegation of powers

XXX – LLC "XXX";

The Central Federal District is a center of financial responsibility.

EBITDA - Earnings Before Interest, Tax, Depreciation and Amortization (earnings before tax, interest and depreciation);

EVA - Economic Value Added - economic value added;

IT – component – ​​information component;

KPI – Key Performance Indicators (key performance indicators).

2 Creation and liquidation of positions. Appointment and dismissal

2.1 The position of Director for Corporate Governance is created and liquidated by order of the General Director of XXX LLC.

2.2 The Director for Corporate Governance is appointed and dismissed by the decision of the General Director of XXX LLC and agreed with the Board of Directors of XXX LLC. The application for the position is prepared by the HR Director of XXX LLC.

3 Position position in the organizational structure

3.1 The Director for Corporate Governance reports directly to the General Director of XXX LLC.

3.2 During his absence, the Director of Corporate Governance is replaced General Director XXX LLC.

3.3 The following are directly subordinate to the Director for Corporate Governance:

Administrative department;

Project office;

Tender procurement service;

Management Audit Service;

Corporate reporting service;

Assistant Director for Corporate Governance.

The main tasks of the Director of Corporate Governance are:

4.1 Improving the efficiency of the XXX management system by:

4.1.1 Increasing the transparency of Information exchange (XXX - branches, XXX - external environment), maintaining and improving information security electronic communications;

4.1.2 Maintaining and improving the document flow system, office work and delegation of authority;

4.1.3 Reengineering Project management XXX way unified management supporting and commercial projects, working groups;

4.1.4 Standardization of activity standards for non-commodity (tender)

Procurement Organization of a system for preparing and conducting tenders for non-commodity procurement;

4.1.5 Construction of a Management Audit System:

ü monitoring the results (products) of structural divisions;

ü analysis of the demand for the results of the departments’ activities on the part of the customer;

ü analysis of customer satisfaction;

ü building a system of interaction with the subsidiaries and affiliates of the State Corporation "XXX LLC" (ZZZ Technologies CJSC, Kensi CJSC, etc.).

4.1.6 Information support(IT component in the EKHD project) corporate reporting, Development of corporate reporting, its administration, etc. Ensuring the relevance of reporting and KPIs important for the Company in at the moment. Performing the function of preparing, consolidating and transmitting management reporting;

4.1.7 Construction and maintenance of a system of Collegial management bodies (Committees);

4.1.8 Management of the Public Relations and Legal Risk Committee.

4.2 Budget management financial responsibility center "Management" (departments XXX: Security Department, Legal department, Administrative Department, Strategic Planning Department, Administration). Management of entertainment expenses, expenses for charity and external environment, consulting services, fines.

4.3 Management of personnel and legal risks of the Distribution segment;

4.4 Maintaining dedicated contacts with the external environment.

5 Functions

The Director of Corporate Governance performs the following functions:

5.1 Management of the Work Communication System (WCS) between the company’s structural divisions, including between companies (and their divisions) located in the Distribution Segment, as well as between divisions (companies) and the external environment.

The SRC includes:

ü Internal information exchange (transfer of blocks work information in the form of reports, data files, requests/responses, memos, documents requiring approval and/or approval, etc. useful information, used in preparation management decisions and their acceptance (including administrative documents and regulatory documentation));

ü Working meetings (planning time, place) at the corporate level, including monitoring their effectiveness through monitoring the execution of protocol points;

ü Archive (company knowledge library) (exclusively in electronic form) valuable information generated in the process of activity attracted from external environment in order to improve key indicators and operating efficiency of the Distribution segment. The knowledge library should contain information drawn from external and internal sources(including material from seminars and trainings). Presentations and reports of responsible employees of the company and invited persons.

ü External information exchange (incoming and outgoing official documentary information), including subscription to external publications, the Internet, e-mail, phone calls(including mobile communications).

5.2 Management (through the Administrative Department) of the Library of Normative Documents (BND) (as an integrity) in order to ensure its relevance and sufficiency at any time:

ü determination of requirements for BND;

ü analysis of customer satisfaction;

ü control of the legal capacity of the Internal Revenue Service in terms of terms, objects and functions;

ü organizing events to update the BND.

5.3 Management (through the Administrative Department) of the System of Delegation of Authority (DSA):

ü current monitoring of PSD for the relevance of risks, customer satisfaction and management efficiency;

ü determination of parameters for changing the SDP and carrying out changes.

5.4 Management (through the Corporate Reporting Service) of the Corporate Reporting System, i.e. the system for providing management with management data:

ü monitoring the relevance of the corporate reporting system, compliance of reporting with existing performance indicators;

ü planning and implementing changes to the corporate reporting system.

5.5 Management (through the Project Office) of Project activities.

5.6 Optimization, management and control of the system of non-commodity procurement and disposal of inventory items:

ü reengineering and management of the system of tenders and commodity purchases, including for branches;

ü the right to approve or introduce the right of veto on non-commodity purchases by XXX divisions within the framework of their existing budget.

5.7 Management of the Hospitality and Charity Budget:

ü planning, approval and adjustment of budget items “Representation expenses”, “Charity”, “Consulting services”, “Fines paid”, “Receipts from fines” for the General Director of XXX;

ü management of the Central Federal District “Management”: (departments: Security Department, Legal Department, Administrative Department, Strategic Planning Department, Administration).

5.8 Management of the Management Audit System:

ü organization of activities of the Management Audit Service;

ü organization of the activities of the system of collegial management bodies/Committees;

ü identification of problems in organizing management in XXX and interaction between departments of the companies of the Distribution Group of Companies and proposals for solving them;

ü organization of monitoring of satisfaction of XXX managers as internal customers with the results of activities of related departments.

5.9 Management of the System of General Corporate Events:

ü diagnostics of the existing state and determination of the “system map” of general corporate events (types responsible for carrying them out, etc.);

ü creation of up-to-date regulatory documents and ensuring control of their implementation.

5.10 Organization and integration of newly created subsidiaries and affiliates into the “Distribution” segment, currently operating on the basis project teams(“Medical equipment”, etc.).

5.11 Issue of administrative documents regulating the operating

activities of subordinate units within the framework of their powers;

5.12 Ensuring the implementation of the company’s current development plans in the field of activity

subordinate units;

5.13 Formation and monitoring of the implementation of Strategic Development Plans for subordinate units;

5.14 Linear Management of subordinate units (planning and control of activities, formation of an organizational and staffing structure, development of motivational schemes, etc.).

5.15 Formation, management and optimization of KPIs of subordinate departments.

6 Interactions

6.1 Interaction with the management and structural divisions of XXX LLC

6.1.1 Reports to the General Director of XXX LLC.

6.1.2 In his activities, the Director of Corporate Governance, when interacting with functional divisions, is guided by internal regulations, orders and instructions approved by the General Director of the Company.

6.1.3 The Director of Corporate Governance, performing his functions, carries out the following interactions:

6.1.3.1 With the General Director of XXX LLC, other functional

directors and heads of company departments;

6.1.3.2 With the heads of Committees, AWGs, Projects - within the framework of general corporate management principles of the Company.

6.2 Interaction with Companies in the Distribution segment

The Director of Corporate Governance, performing his functions, interacts with the General Directors of the companies of the Distribution Segment (foreign subsidiaries and affiliates, LLC XXX-50 LLC, Promofarm LLC, etc.) and manages them in accordance with delegated powers.

6.3 Interaction with structural divisions of LLC XXX

Director of Corporate Governance, performing his functions:

6.3.1 Carries out interactions with LLC XXX, in accordance with approved regulatory documents, Orders and Directives of the President of LLC XXX.

6.3.2 Provides planning and reporting documents for LLC XXX on the basis of regulations and procedures approved in the prescribed manner and agreed upon with the General Director of the Company.

6.4 Interaction with external companies

The Director of Corporate Governance, performing his functions, interacts with the external environment, contacts with government agencies, takes personal part in key negotiation processes.

7 Performance evaluation indicators

The activities of the Director of Corporate Governance are assessed based on the following indicators:

7.1 EVA of the Distribution segment (by 50%);

7.2 Fulfillment of assigned strategic goals (by 50%).

8 General corporate standards

The activities of the Director of Corporate Governance are regulated by general corporate standards reflected in the following documents:

8.1 Charter of XXX LLC.

8.2 Internal labor regulations for employees of XXX LLC (dated 02.24.04).

8.3 These Regulations.

8.4 Enterprise standard. " Business etiquette. Corporate clothing standard” (SP-21, dated 06/02/03);

8.5 Regulations Strategic planning LLC "XXX" (P-230 dated 05/30/00);

8.6 Regulations “Delegation of powers in CJSC Firm LLC XXX” (P-481 dated 10.28.05);

8.7 Regulations on working with documented information containing trade secret LLC "XXX" (P-195 dated April 14, 2004);

8.8 Regulations on the financial structure of the Distribution Group of Companies (P-403 dated 10/02/03);

8.9 Regulations on the preparation of corporate financial statements Group of companies "LLC "XXX"" (P-424 dated March 15, 2004);

8.10 The procedure for the formation and adjustment of the Main Budget of the Global Fund Distribution (PR-498 dated July 15, 2002).

9 Powers

The Director of Corporate Governance is vested with all the powers necessary to perform his functions:

9.1 Makes decisions on penalties and incentives for employees of linearly subordinate units within the framework determined by the regulatory documents of XXX LLC, the Table of Delegation of Authority.

9.2. The Director of Corporate Governance has the right to issue and approve orders for the divisions subordinate to him;

9.3. Exercises other powers in accordance with these Regulations.

9.4. The powers of the General Director of XXX LLC may be delegated to the Director of Corporate Governance.

The Director of Corporate Governance has the right:

10.1 Give orders and instructions that are mandatory for the units that are the subjects of his management. Instruct employees of these departments to carry out individual tasks and instructions regarding their core activities.

10.2 On the issues listed in section 5 of these Regulations, act on behalf of the Parent Company and represent it in other institutions and organizations.

10.3 Monitor and coordinate the activities of functionally subordinate units.

10.4 Hear reports from the heads of the Company’s structural divisions on their participation in the implementation of plans and tasks in accordance with the scope of activity of the Director of Corporate Governance.

10.5 Require heads of structural divisions to provide information and materials necessary for the work of the Director of Corporate Governance.

10.6 Issue, with your signature, orders for the Company on issues in your area of ​​activity.

10.7 Approve concepts, plans, internal regulatory documents, as well as other organizational and technological documents in the field of their field of activity.

10.8 Manage the work of meetings, councils, collegial bodies on issues within the area of ​​responsibility of the Director for Corporate Governance.

10.9 Initiate the prosecution of company employees up to the level of department heads who violate technological and labor discipline, as well as those who fail to fulfill or fail to fulfill deadlines for orders and instructions.

10.10 Participate in the selection of personnel for positions of your direct subordination. Recommend to the General Director of XXX LLC candidates for the positions of heads of departments, divisions, departments, groups (as a department).

10.11 Approval of expenditures cash Companies within the budget of the divisions of XXX LLC according to assigned items.

10.12 Receive information regarding the financial and economic indicators of the Company’s activities and any other information necessary for the full performance of their duties;

10.13 Be provided with the necessary material resources for work;

10.14 Delegate, by prior agreement with the General Director of XXX LLC, part of your rights and functions to others officials, carry out activities within the powers delegated to the Director of Corporate Governance.

10.15 Perform other functions necessary to achieve the goals of the Company and ensure its normal operation.

11 Responsibility

The Director of Corporate Governance is personally responsible to the General Director of CJSC Firm "LLC "XXX"", the Board of Directors of "LLC "XXX"" for the fulfillment of their functional responsibilities and achieving the set goals in accordance with the terms of the agreement concluded with him Employment contract and legislation of the Russian Federation.

Document type:

• Position

Key words:

• Corporate culture

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