Pao public joint stock company what is it. Management and control bodies The concept of the executive management body

Meeting of shareholders

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

Shareholders owning 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 is attended by shareholders holding in aggregate more than half of the votes.

In competence General Assembly shareholders, in particular, includes the introduction of amendments to the Charter of the Company, approval annual reports and the auditor of the Company, distribution of profits, election of members of the Board of Directors and the Audit Commission, decision-making on the reorganization or liquidation of the Company, as well as on increasing or decreasing it authorized capital.

The Board of Directors carries out general leadership activities of the Company, except for resolving issues related to the competence of the General Meeting of Shareholders. Members of the Board of Directors of the Company are elected by the General Meeting of Shareholders for a term 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 dividend on shares.

Executive bodies

The Chairman of the Management Board (sole executive body) and the Management Board (collective executive body) manage the day-to-day activities of the Company. They organize the implementation of the 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 business plans of the Company, prepares reports, organizes gas flow management, monitors the functioning

Legally defined management bodies of a joint-stock company

The Russian legal system for managing a joint-stock company has developed on the basis of Western legislation. Corporate Governance is a method of self-government chosen by the shareholders, based on a combination of organizational, legal and economic measures.

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

Choice of the management structure of the joint-stock company. Depending on the combination of the listed possible management bodies, a particular structure of its management can be formed by a joint-stock company.

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

The statutory possibility of combining certain management units 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.

The main options for managing a joint-stock company

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

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

The difference between the options for managing a joint-stock company is manifested in a certain combination of sole and collegiate management bodies.

A complete three-stage structure of management 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 the control of shareholders 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 (management board) cannot make up more than one-fourth of the board of directors of the company.

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

In general, management represented by the CEO and the board cannot get a majority on 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 of 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 Activity” by governing bodies credit institution are the general meeting of founders, the board of directors, the sole executive body and the collegial executive body (Fig. 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.

Reduced three-level structure of management 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 participation in the board of directors of the company's managers. It provides only for the position of the general director, whose influence both on the management of the company and on the board of directors increases, since he, in fact, alone carries out the current management of the joint-stock company.

This form is the most common management structure of a joint-stock company, since it allows to ensure the optimal ratio of control and executive management bodies.

If the charter of a joint-stock company assigns the formation of executive bodies to the competence of the board of directors, then the board of directors and its chairman receive the possibility of strict control over the executive bodies of the company. This option is more preferable for large shareholders who own a controlling stake, since it allows, without taking a direct part in current affairs, to exercise reliable control over the executive bodies of the company.

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 less than 50 shareholders. It is typical for small joint-stock companies in which typical situation is the situation when the general director is also the main shareholder of the company, so the simplest management structure is chosen (Fig. 8).

Executive management bodies of the joint-stock company

The concept of the executive body of management

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

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

• sole executive body of management - director, general director;
• collegial executive body of management - 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 spelled out in the charter. The person exercising the functions of the sole executive body of management shall also perform the functions of the chairman of the collegial executive body of management.

Formation and termination of activities of executive management bodies

The executive management bodies of a joint-stock company are created by decision of the meeting of its shareholders, or these powers may 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, is entitled at any time to decide on early termination of the powers of the executive body.

If the formation of the executive management bodies is carried out by the general meeting, then the charter of the company may provide for the right of the board of directors of the company to decide on the suspension of the powers of the sole executive body of the company or the managing organization. Simultaneously with the adoption of these decisions, the board of directors must 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 of management may be dictated by circumstances where the former sole executive body of the company or managing organization are unable to fulfill their duties. In this case, the decision to create a temporary sole executive body of the company is also 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 body of management. 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 taken by a three-quarters majority of the votes of the members of the board of directors, while 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(manager). The terms of the concluded agreement are approved by the board of directors of the company.

Applied to certain types joint-stock companies, it is stipulated that only the managing organization can be the executive management body. Thus, according to paragraph 7 of the Decree of the President of the Russian Federation of February 23, 1998 No. 193 "On the further development of the activities of investment funds", the manager of an investment fund can only be entity with the corresponding license of the FFMS.

• ensures the implementation of decisions of the general meeting;
• carries out operational management of the company's activities;
• carries out current planning;
• draws up and approves the staff list;
• hiring and firing employees;
• issues orders and directives;
• enter into contracts, agreements, contracts, open accounts, issue powers of attorney, carry 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 CEO

The General Director may be elected (appointed) by the General Meeting of Shareholders or the Board of Directors. The method of electing the general director must be reflected in the charter of the joint-stock company.

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

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

Candidates for the position of General Director can be nominated by shareholders who own at least two percent of the company's voting shares. 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 financial year preceding the year in which the current CEO's regulatory authority expires. The Board of Directors is obliged to consider the applications received and make a decision to include the proposed candidates in the list of candidates for voting on the election of the General Director or to refuse it no later than 5 business days after the deadline for submitting applications. The voting list includes only those candidates who have confirmed in writing their consent to run for the position of General Director. 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 receives, firstly, the majority of votes of the shareholders participating in the meeting, and secondly, the largest number of votes relative to other applicants, is considered elected. If none of the candidates received a majority of votes, then the elections are recognized as not having taken place, which means the prolongation of the powers of the previously acting general director.

Board of joint-stock company

The Management Board is the collegial executive body of the joint-stock company. Together with CEO it carries out the current management of the activities of the joint-stock company.

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

AT last years many large companies, for example, Sberbank, Gazprom changed their status from an open joint-stock company to a public one (PJSC). Legal subtleties, features of such organizational form, a sample of his 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, since September 1, 2014, important changes have taken place in the field of civil law, as a result of which open society became known as a public joint-stock company, and closed - non-public. Accordingly, there is now another classification of these organizational forms:

• OJSC was transformed into PJSC;
• CJSC has been transformed into non-public society, but the abbreviation has not changed (nevertheless, 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 were made federal law №99).

The law requires all founders to rename, and the state duty is not paid for this, but in founding documents and other papers should change:

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

Also, the owners are required to notify all existing counterparties of the organization intent on renaming. In all other respects, PJSCs are subject to the same legal requirements that applied to OJSCs in the past (accordingly, the norms relating to CJSCs apply to NAOs).

PJSC and CJSC (NAO)

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

In terms of business status, public joint-stock company inspires more confidence among investors, shareholders and other stakeholders, since information about its financial activities is in open access so that you can make a more informed decision about cooperation.

Charter of PJSC sample 2017

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

• the basis for the establishment of the organization (on the basis of which agreement, the minutes of the General Meeting of Shareholders with the number and date given);
• name of PAO;
• information about the direction of activity;
• information about the authorized capital;
• rights of shareholders and their obligations;
• features of society management;
• the procedure for its liquidation and other essential conditions.

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

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

General part of the charter

The document does not reflect which part is general and which is special. Such a division is based on the fact that the general section contains all the information that the legislation requires to indicate, and in the special section, the founders and shareholders, if they wish, provide additional information that they consider important.

To general information relate:

1. The 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 any.
3. The exact address of the organization - usually it coincides with the one indicated during the mandatory state registration. At this address, it is supposed to contact representatives of the company to all counterparties, as well as government bodies. This is where the activity and/or management of the company takes place. At the same address is kept records in the tax office.
4. Type - i.e. public or non-public.
5. The amount of the authorized capital formed at the opening.
6. Information about the shares: in what quantity they are issued, what value they have (at face value), as well as the type valuable papers(ordinary and preferred).
7. Governing bodies - who heads them, what refers to the powers.
8. Information about the General Meeting of Shareholders - how often it meets, what it decides, and within what minimum time period the company must notify shareholders of the meeting.
9. What is the procedure for paying dividends (in what order, when, etc.).
10. Information about regional representative offices, branches of the company, if any.

Special part

It describes in detail the procedure for functioning, as well as the features 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 norms of the law. The most frequently mentioned items are:

• in what terms dividends will be paid in different situations;
• peculiarities of the voting of the owners of preferred and ordinary shares;
• the possibility of changing (including in the direction of expanding) the competence of the board of directors, if necessary;
• the procedure for reducing the amount of the authorized capital in special cases;
• the ability to change 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 a quorum - the minimum number of votes due to which a decision can be made.

The content of the charter depends primarily on the goals and objectives set by the founders for the company. Important role the capital of each shareholder also plays. 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 opportunities to quickly change their mind when the market situation changes. If the owners of small shares predominate, it is preferable for them to see a document with detailed description all aspects. Finally, the charter always seeks to reflect the real market conditions so that PJSC can freely receive loans and place its shares.

How the bylaws are adopted and amended

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

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

All changes are subject to approval by the shareholders, except for:

• changes in the use of the so-called "golden share" - the so-called exclusive power of the state (at the federal or regional level) to impose its veto on any decision to change the text of the charter;
• fixing information in connection with the formation of local branches, structural divisions and representative offices of the company;
• fixing 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 version 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 PJSC work:

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

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

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

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

• key reporting documents of PJSC financial activities;
• reporting accounting documents (according to the results of the financial year);
• key officials: members who are part of the board of directors, authorized auditors, as well as employees of the audit service.

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, 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 an authorized representative from its circle - the President of PJSC.

This official reporting directly to the vice-presidents (each of whom can oversee their own area of ​​​​issues), directors of individual departments, as well as special committees, as shown in the diagram.