Management and control bodies. Management bodies of a joint-stock company Executive management bodies of a joint-stock company

Meeting of shareholders

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

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

Into competence General meeting shareholders, in particular, includes introducing amendments to the Company's Charter, approving annual reports and the Company's auditor, distributing profits, electing members of the Board of Directors and the Audit Commission, making decisions on the reorganization or liquidation of the Company, as well as on increasing or decreasing its authorized capital.

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

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

Executive bodies

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

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

Legislatively defined management bodies of a joint stock company

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

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

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

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

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

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

Basic options for managing a joint stock company

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

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

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

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

In accordance with the Law “On Joint Stock Companies,” members of the collegial executive body (board) cannot constitute more than one-fourth of the composition of the company’s board of directors.

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

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

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

Rice. 5

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

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

This form is the most common management structure of a joint stock company, since it allows for an optimal balance between control and executive management bodies.

If the charter of a joint stock company places the formation of executive bodies within the competence of the board of directors, then the board of directors and its chairman have the opportunity to exercise strict control over the executive bodies of the company. This option is more preferable for large shareholders who own controlling interest shares, since it allows, without directly participating in current affairs, exercise reliable control over the executive bodies of the company.

Rice. 6

Rice. 7

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

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

Rice. 8

Executive bodies of the joint stock company

The concept of an executive body

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

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

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

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

If the charter of a joint stock company provides for the presence of both executive management bodies at once, then the competence of each of them must be clearly stated in the charter. The person performing the functions of the sole executive management body also performs the functions of the chairman of the collegial executive management body.

Formation and termination of activities of executive management bodies

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

The general meeting of shareholders or the board of directors, if the company’s charter places the formation of executive management bodies within its competence, has the right at any time to make a decision on early termination powers of the executive body.

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

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

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

Applied to certain species joint-stock companies provide that only the management organization can be the executive management body. Thus, according to clause 7 of the decree of the President of the Russian Federation dated February 23, 1998 No. 193 “On further development activities of investment funds" the manager of an investment fund can only be entity with the appropriate license from the Federal Financial Markets Service.

The competence of the general director of a joint-stock company. The general director, without a power of attorney, acts on behalf of the joint-stock company, including:

• ensures the implementation of the decisions of the general meeting;
• carries out operational management of the company's activities;
• carries out ongoing planning;
• draws up and approves staffing schedules;
• carries out the hiring and dismissal of employees;
• issues orders and instructions;
• concludes agreements, agreements, contracts, opens accounts, issues powers of attorney, carries out material and financial transactions in an amount not exceeding 25% of the value of the assets of the joint-stock company;
• makes claims and lawsuits on behalf of the company, etc.

Election of the General Director

The General Director may be elected (appointed) by the general meeting of shareholders or the board of directors. The method for electing the general director must be reflected in the charter of the joint-stock company.

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

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

Shareholders who own at least two percent of the company's voting shares can nominate candidates for the position of general director. The charter or other document of the company may establish a different percentage of voting shares. One application may contain no more than one candidate. Proposals with candidates must be submitted no later than 30 calendar days after the end of the fiscal year preceding the year in which the regulatory authority of the current CEO expires. The Board of Directors is obliged to consider the received applications and make a decision to include the proposed candidates in the list of candidates for voting for the election of the General Director or to refuse this no later than 5 working days after the deadline for submitting applications. Only those candidates who have confirmed in writing their consent to run for the position of General Director are included in the voting list. Elections are held by separate voting for each candidate. When voting, shareholders cast their votes for only one candidate or vote against all. The candidate who received, firstly, the majority of votes of shareholders participating in the meeting, and secondly, a larger number of votes relative to other applicants, is considered elected. If none of the candidates received a majority of votes, then the elections are declared invalid, which means the extension of the powers of the previously acting general director.

Board of the joint stock company

The board is a collegial executive body of management of a joint stock company. Together with the general director, it carries out the current management of the activities of the joint-stock company.

The competence of the board usually includes:

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

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

CEO

In 1994 he graduated from the Moscow Energy Institute. For two years he worked at JSC Elektrocentronaladka.

In 1996, he was appointed to the position of substation service engineer for the Center's main electrical networks. Since 1997 – Head of the PS Service of the MES Center. In 2005, he was appointed to the position of deputy chief engineer of the MES Center. Since 2009 – Director for Organization of Operation of Main Equipment. In 2010, he was appointed to the position of First Deputy General Director - Chief Engineer of the MES Center. On May 27, 2013, he was appointed to the position of General Director.

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

First Deputy General Director - Chief Engineer

He began his career in the electric power industry in 1995, in the Novomoskovsk networks of OJSC Tulenergo after graduating from the Novomoskovsk branch of the Moscow Institute of Chemical Technology. He worked his way up from an electrician repairing switchgear equipment to the head of a group of substations.

In 2005, he went to work at the branch of FGC UES - Priokskoye PMES. In 2013, he was appointed deputy director, then director for organizing the operation of the main equipment of the Center's main electrical networks. Since 2015 – Deputy Chief Engineer of the MES Center for organizing the operation of main equipment. In 2019, he was appointed First Deputy General Director - Chief Engineer of the MES Center.

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

Deputy General Director for investment activities and network development

In 1993, he graduated from the Moscow Energy Institute, receiving the qualification “electrical engineer” with a specialty in “Electric power systems and networks.” In 1993-1994 Studied at graduate school at Moscow Power Engineering Institute. Until January 1997 he worked as an engineer in technical department branch of RAO "UES of Russia" "Electrosetservice". In the period from January 1997 to September 2002, he worked his way up from an engineer of the first category to the head of the capital construction department in the Directorate of Intersystem Electric Networks of Centerenergo RAO UES of Russia (since March 1997 - Territorial separate division RAO "UES of Russia" - Central intersystem electrical networks).

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

Awarded Certificates of Honor from PJSC FGC UES (2004 and 2006), Certificates of Honor from JSC RAO UES of Russia (2008), Letters of Gratitude from the Ministry of Energy of the Russian Federation (2012), as well as badges: “For construction and reconstruction electrical grid facilities" (2005), "10 years of FGC UES" (2012), "For contribution to the development of the Federal Electric Grid Company" II degree (2012).

Deputy General Director for Economics and Finance

Born in 1982. In 2004 he graduated from the Penza State Agricultural Academy with a degree in Economics and Enterprise Management, in 2012 – from the Moscow Financial and Legal Academy with a degree in Strategic management" It has academic degree candidate economic sciences

He began his career in 2004 in the Management of OJSC Penzaenergo. From 2005 to 2008, he held the positions of head of the tariffs and pricing group, head finance department in OJSC "Penza Generating Company" (since March 2007, the Penza branch of OJSC "TGK - 6"). Since 2009, he has been working at PJSC FGC UES, during which time he has worked his way up from a leading expert in the budgeting and control department to the head of the Economic Planning and Budgeting Department.

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

He has certificates and gratitude from the Administration of the Penza Region, PJSC FGC UES, JSC Rosseti.

Security Director

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

In 2003, he graduated in absentia from Pyatigorsk State Technological University with a degree in law. From 2004 to 2007 he studied and graduated with honors from the Russian Academy civil service under the President of Russia, receiving the specialty “state municipal management”.

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

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

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

Director of Corporate Services

In 1999 he graduated from Moscow State University Commerce majoring in Accounting and Auditing.

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

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

Network Development Director

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

Since 2006, he worked in the information exchange and contract support department: as a leader, then as a chief specialist, and as a deputy head of the department. Since 2008 – head of the department for the formation of balances and loss calculations. In 2009, he was appointed head of the information exchange and reporting department at the Electricity Transmission Service for the Electricity Transmission Services. Since 2010 – Deputy Head of the Electricity Transmission Services Service. In February 2012, he headed the technological connection service of the MES Center. Since June 17, 2013 – Deputy General Director of the MES Center for Network Development and Services.

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

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

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

• open (OJSC);
• closed (CJSC).

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

• The OJSC was transformed into a PJSC;
• The closed joint-stock company was transformed into a non-public company, but the abbreviation did not change (however, NAO is sometimes used).

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

The law requires all founders to rename, and no state duty is paid for this, but constituent documents and other papers should change:

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

Also, owners are required to notify all current counterparties of the organization in their intentions to rename. Otherwise, PJSCs are subject to the same legal requirements that applied to JSCs in the past (accordingly, for NJSCs the rules that applied to CJSCs apply).

PJSC and CJSC (NAO)

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

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

From the point of view of business status, a public joint stock company inspires more confidence among investors, shareholders and other interested parties, since information about its financial activities is publicly available, thanks to which a more informed decision on cooperation can be made.

Charter of PJSC sample 2017

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

• the basis for the creation of the organization (on the basis of what agreement, minutes of the General Meeting of Shareholders with the number and date);
• PJSC name;
• information about the direction of activity;
• information about the authorized capital;
• rights of shareholders and their responsibilities;
• features of company management;
• the procedure for its liquidation and other essential conditions.

In 2017 significant changes did not happen in the execution of the document - you can take the sample below as a basis.

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

General part of the charter

The document does not reflect which part is general and which is special. This division is based on the fact that in the general section all the information required by law is indicated, and in the special section, the founders and shareholders, at their request, provide additional information that they consider important.

TO general information relate:

1. Full name of the company in Russian and any foreign language (at the request of the founders).
2. The abbreviated name (abbreviation) is given if it exists.
3. The exact address of the organization - usually it coincides with the one indicated during the mandatory state registration. All contractors are expected to contact company representatives at this address, as well as government agencies. This is where the activities and/or management of the company take place. Registration is kept at the same address with the tax office.
4. Type – i.e. public or non-public.
5. The amount of authorized capital formed at opening.
6. Information about the shares: in what quantity they are issued, what their value is (at par value), as well as the type valuable papers(ordinary and privileged).
7. Governing bodies - who heads them, what relates to powers.
8. Information about the General Meeting of Shareholders - how often it meets, what it decides, and within what minimum time frame the company must notify shareholders about the meeting.
9. What is the procedure for paying dividends (in what order, within what time frame, etc.).
10. Information about regional offices, branches of the company, if any.

Special part

It describes in detail the operating procedure, as well as the specifics of the possible liquidation of the company. Some statements contain references to legislative acts, others are made without references, but they must not contradict any provisions of the law. The most frequently cited points are:

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

The content of the charter depends, first of all, on the goals and objectives set by the founders for the company. The capital of each shareholder also plays an important role. If there are more large owners in a society, they often prefer not to prescribe all the procedures in detail in order to have more possibilities quickly change your decision when the market situation changes. If owners of small shares predominate, they would prefer to see a document with detailed description all aspects. Finally, the charter always strives to reflect real market conditions so that the PJSC can freely obtain loans and place its shares.

How the charter is adopted and amended

Initially, when the charter is adopted, it is discussed and approved by one or more persons who form the public joint stock company (founders). The document must undergo mandatory registration (Unified State Register of Legal Entities), otherwise it is not legally valid.

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

All changes are subject to approval by shareholders, except:

• changes to the use of the so-called “golden share” - this is the name given to the exclusive power of the state (at the federal or regional level) to veto any decision to change the text of the charter;
• recording information in connection with the formation of local branches, structural divisions and representative offices of the company;
• recording data on changes in the authorized capital: its increase or decrease (for more details, see the diagram).

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

There are 2 central structures that manage all areas of the PJSC’s work:

1. General Meeting of Shareholders.
2. Permanently functioning Board of Directors.

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

According to the law, this supreme body a public joint stock company does not resolve all issues, but only within its competence (the whole range is spelled out in detail in the charter). Shareholders meet at a certain frequency - once a year (i.e. this structure is not permanent).

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

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

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

This official Vice-presidents report directly (each of them can oversee his own area of ​​issues), directors of individual departments, as well as special committees, as shown in the diagram.