Counting and Audit Commission. Audit Commission of the Joint Stock Company Absence of the Audit Commission of the Joint Stock Company

The concept of the audit commission

This is an elected control body of the joint-stock company. Its functions are not operational or strategic management by the company, but in the verification of the results of the financial and economic activities of the company.

The procedure for electing the audit commission

The Audit Commission is elected only by the General Meeting of Shareholders.

Members of the board of directors and shareholders holding leadership positions in a joint-stock company, do not have the right to vote when electing or dismissing members of the audit commission.

A joint-stock company may have either an audit commission or an auditor. The law leaves the right of choice to the shareholders, who must reflect their decision in the charter of the company.

Composition of the Audit Commission

The number of members of the audit commission is determined by the charter of the company.

Members of the audit commission cannot simultaneously be members of the board of directors, or hold other positions in the management bodies of the company. Not only a shareholder can be a member of the audit commission. The term for which the members of the audit commission are elected is not determined by law.

In the event of unsatisfactory work of the audit commission, the meeting of shareholders has the right to re-elect both individual members and the entire commission before the expiration of its terms of office.

Organization of the work of the audit commission

The work of the audit commission is directed by its chairman, who is elected from among the members of the commission.

The decisions of the audit commission are valid if at least half of the number of its members take part in its work. In the event that the number of members of the audit commission becomes less than half, the board of directors is obliged to convene an extraordinary meeting of shareholders and hold by-elections or re-elections of members of the audit commission of the company.

The Auditing Commission has the right, if necessary, for the purposes of the audit, to engage specialists and audit organizations under the contract at the expense of the company's funds.

The procedure for the activities of the audit commission is regulated by the internal documents of the company. This, as a rule, is the Regulation on the Audit Commission, which is recommended to be approved by the general meeting of shareholders.

The results of inspections, as well as all decisions taken by the Audit Commission, are recorded in the minutes of its meetings. The protocol is signed by the chairman and members of the audit commission. In case of disagreement of any of the members of the commission with this or that decision, he has the right to enter his dissenting opinion into the minutes.

The General Meeting establishes the amount and procedure for remuneration of members of the Audit Commission. At the same time, they are paid not only remuneration, but also compensated for expenses during the period of performance of their duties.

Competence of the Audit Commission

• carry out an audit of the financial and economic activities of the joint-stock company at the end of the year, as well as at any other time;
• require from persons holding positions in management bodies, documents on the financial and economic activities of the joint-stock company;
• demand the convening of an extraordinary general meeting;
• demand a meeting of the board of directors.

The audit of the financial and economic activities of a joint-stock company may be carried out based on the results of the activity for the year, as well as at any time at the initiative of the commission or at the request of a shareholder owning at least 10% of the shares.

• confirmation of the reliability of the data contained in the reports and other financial documents of the company;
• information about the facts of violation of the norms and rules of accounting and reporting, as well as violations of legal acts in the course of financial and economic activities.

The competence of the audit commission may include legal control over the activities of the management bodies of the joint-stock company.

Joint Stock Company Auditor

In addition to the audit commission (auditor), the joint-stock company must also have an auditor. Its functions include the verification of the financial and economic activities of the company for its compliance legal acts Russian Federation.

The auditor is approved by the general meeting of shareholders. The amount of payment for the auditor's services is determined by the board of directors on the basis of an agreement concluded with it.

Audit check is necessary first of all in cases of publication of documents of society. Publication of annual reports, balance sheets, profit and loss accounts, issue prospectuses is carried out only after an audit. Without an audit, the FFMS does not register emission prospectuses valuable papers joint-stock companies.

The joint-stock company is obliged to provide interested parties with an audit report. Usually, only that part of the auditor's report that contains information about the confirmation of the reliability of the financial statements is provided.

Election of the audit commission (auditor)

The audit commission (auditor) is elected general meeting of shareholders(as a rule, annual) in accordance with the charter (clause 1, article 103 of the Civil Code of the Russian Federation, subparagraph 9, clause 1, article 48 and clause 1, article 85 of the JSC Law), and this question cannot be referred to another governing body. Features of the election of the control body when creating a company (within the framework of the establishment or reorganization) were studied by us earlier (see 5.1 and 9.1 of the textbook).

The law does not establish special requirements to the quantitative composition of the commission (for control functions can be performed by one person - the auditor), but imposes requirements on its personnel. Members of the audit commission (auditor) cannot simultaneously:

• a) be members of the counting commission (clause 2, article 56 of the JSC Law);
• b) be members of the board of directors (supervisory board);
• c) hold other positions in the management bodies of the company (paragraph 1, clause 6, article 85 of the JSC Law). In the literature, one can come across a point of view, according to which we should talk about any positions in the administrative apparatus of society (M. Yu. Tikhomirov). It seems, however, that, proceeding, as noted, from the formal (narrow) understanding of the term "management" by the legislator, it would be unlawful for a member of the audit commission (auditor) to hold positions only in the board of directors (supervisory board) and executive bodies of the company. By the way, the issue is solved similarly in relation to societies with limited and additional responsibility(only the Law on LLC clearly prescribes other positions - the sole executive body and members of the collegial executive body). Another thing is that, since "... in the administrative apparatus of the company there are always quite a lot of people who, by the nature of their work, carry out financial and economic activities, which should be the object of attention of the commission", "... in the charter it is possible to expand the list of positions, whose employees should not be elected to the commission, so that it does not turn out that they check themselves.

The election of auditors is one of those issues voting on which is not carried out by all owners of voting shares. Shares owned by members of the board of directors (supervisory board) or persons holding positions in the management bodies of the company cannot participate in voting when electing members of the audit commission (auditor) (paragraph 2, clause 6, article 85 of the JSC Law). It is necessary to pay attention to the fact that the above norm imposes restrictions only during voting, but not at the stage of nominating candidates. All of the above requirements for the composition of the commission and the procedure for voting when it is elected are intended to ensure the independence of auditors from the company's management bodies.

The law does not specify whether persons who are not shareholders have the right to be members of the audit commission (auditor). It is currently generally accepted approach, according to which they can be any individuals – both shareholders and others. Here, however, one should support I.Sh.

The corporate law also does not directly define term of activity audit commission (auditor). The Federal Securities Commission of Russia tried to solve this problem by systematically interpreting the provisions of the JSC Law: it explained that, based on Art. 47, 53 of the law, the audit commission must be annually re-elected at the annual general meeting of shareholders and, therefore, its term of office expires on the day of the next annual general meeting of shareholders; if for some reason the audit commission was not re-elected at the annual meeting, then its term of office is considered to have expired and the company must convene an extraordinary meeting to elect a new legitimate body (clauses 2, 3 of the letter of the Federal Commission for Securities of Russia dated February 28, 2000 No. IK-07 /883 "On the terms of office of the Audit Commission"). But it should be taken into account that this clarification is not of a normative nature, but is only the opinion of a state body.

In the literature and in practice, before the publication of this letter of the Federal Securities Commission of Russia, a different point of view prevailed: since the law does not limit the term of office of auditors in any way, it is quite possible to elect an audit commission (auditor) for a period exceeding one year. Now the dominant position is similar to the opinion of the FCSM of Russia. Nevertheless, in our opinion, there are quite weighty circumstances that do not allow full confidence stand in solidarity with him, in particular:

• a) Art. 53 of the JSC Law refers to the right of shareholders to nominate candidates not only to the audit commission, but also, for example, to the collegial executive body. Nevertheless, the idea of ​​a one-year term of office of this executive body does not occur to anyone;
• b) if the term of office of the audit commission expires on the day of the annual general meeting of shareholders, as in the case of the board of directors (supervisory board), then why did the legislator (whose reasonableness is assumed) include this provision in the law only in relation to the board of directors (supervisory board) ?

It seems that there is a long overdue need to introduce an addition to the Law on Joint-Stock Companies that clearly establishes the term of office of the audit commission, while it is advisable to take the approach formulated by the Federal Securities Commission of Russia as a basis.

1.1. This provision has been developed in accordance with the Federal Law "On Joint Stock Companies" on the basis of the current legislation and the charter of the joint stock company. The regulation determines the status, composition, competence, powers of the audit commission, the procedure for its work and interaction with other management bodies of the company.

2. LEGAL STATUS OF THE AUDIT COMMISSION

2.1. To control the financial economic activity of the company, the general meeting of shareholders in accordance with the charter of the company elects the audit commission (auditor) of the company.

2.2. The competence of the audit commission (auditor) of the company on issues not provided for by the Federal Law "On Joint Stock Companies" is determined by the charter of the company. The procedure for the activities of the audit commission (auditor) of the company is determined by the internal document of the company (regulation) approved by the general meeting of shareholders.

2.3. The audit (audit) of the financial and economic activities of the company is carried out based on the results of the company's activities for the year, as well as at any time at the initiative of the audit commission (auditor) of the company, the decision of the general meeting of shareholders, the board of directors (supervisory board) of the company or at the request of the shareholder (shareholders) a company holding in the aggregate at least ___% of the voting shares of the company.

2.4. At the request of the audit commission (auditor) of the company, persons holding positions in the management bodies of the company are required to submit documents on the financial and economic activities of the company.

2.5. The audit commission (auditor) of the company has the right to demand the convening of an extraordinary general meeting of shareholders in accordance with Article 55 of the Federal Law "On Joint Stock Companies".

2.6. Members of the audit commission (auditor) of the company cannot simultaneously be members of the board of directors (supervisory board) of the company, as well as hold other positions in the management bodies of the company. Shares owned by members of the board of directors (supervisory board) of the company or persons holding positions in the management bodies of the company cannot participate in voting when members of the audit commission (auditor) of the company are elected.

3. COMPOSITION OF THE AUDIT COMMISSION

3.1. The Audit Commission is elected by the Shareholders' Meeting. Voting is carried out separately for each candidate for membership in the Audit Commission. The decision to include a specific person in the audit commission is made if the owners (their legal representatives) of more than ___% of the company's ordinary shares participating in the meeting voted for him.

3.2. The audit committee consists of at least three people. The number of committee members must be odd. The Audit Commission is elected for a period of two years with the right to extend it by decision of the meeting of shareholders.

3.3. They are not allowed to be members of the audit committee. CEO(President) of the Society, executive directors and chief accountant.

4. COMPETENCE OF THE AUDIT COMMISSION (AUDITOR)

4.1. The Audit Commission (Auditor) carries out regular checks and audits of the financial and economic activities and current documentation of the company at least once a year. Inspections can be carried out on behalf of the meeting of shareholders, the board of directors, shareholders owning in the aggregate not less than ___% of the company's voting shares, as well as on the commission's own initiative.

4.2. In the performance of its functions, the Audit Commission shall the following types works:

• verification of the financial documentation of the company, conclusions of the property inventory commission, comparison of these documents with the data of the primary accounting;
• verification of the legality of concluded agreements on behalf of the company, transactions, settlements with counterparties;
• analysis of the compliance of accounting and statistical accounting with existing regulations;
• verification of compliance with the financial and economic and production activities established standards, rules, GOSTs, TU, etc.;
• analysis of the financial position of the company, its solvency, liquidity of assets, ratios of own and borrowed money, identification of improvement reserves economic condition enterprises and development of recommendations for the management bodies of the company;
• checking the timeliness and correctness of payments to suppliers of products and services, payments to the budget, accruals and payments of dividends, interest on bonds, repayments of other obligations;
• verification of the correctness of the company's balance sheets, reporting documentation for tax office, statistical bodies, bodies government controlled;
• verification of the legitimacy of decisions taken by the board of directors and the management board, their compliance with the company's charter and decisions of the shareholders' meeting;
• analysis of decisions of the meeting of shareholders, making proposals for their change in case of discrepancies with the law and regulations ministries and departments.

5. RIGHTS AND POWERS OF THE AUDIT COMMISSION

5.1. In order to properly perform its functions, the Audit Commission has the right to:

• receive from the management bodies of the company, its divisions and services, officials all the documents requested by the audit commission, materials necessary for its work, the study of which corresponds to the functions and powers of the audit commission. These documents must be submitted to the Audit Commission within five days after its written request;
• require authorized persons to convene meetings of the management board, board of directors, meetings of shareholders in cases where violations in the production, economic, financial, legal activity or a threat to the interests of the company requires a decision on issues that are within the competence of these management bodies of the company;
• convene a meeting of shareholders in cases where violations are detected in production, economic, financial, legal activities or there is a threat to the interests of the company;
• demand personal explanations from the employees of the company, including any officials, on issues that are within the competence of the audit commission;
• engage on a contractual basis in their work specialists who do not occupy positions in society;
• to raise before the governing bodies of the company, its divisions and services the question of the responsibility of the employees of the company, including officials, in case of violation of the provisions, rules and instructions adopted by the company.

6. DUTIES OF THE AUDIT COMMISSION AND ITS MEMBERS

6.1. When conducting audits, the members of the audit commission are required to properly examine all documents and materials related to the subject of the audit. Members of the audit commission bear responsibility for incorrect opinions, the extent of which is determined by the meeting of shareholders.

6.2. If during the period of validity of the powers granted to him, a member of the Audit Commission ceases to perform his functions, he is obliged to notify the Board of Directors about this one month before the termination of his work in the Audit Commission. In this case, the meeting of shareholders at its next meeting replaces the member of the audit commission.

6.3. The Audit Commission is obliged to:

• timely bring to the attention of the meeting of shareholders, the board of directors, the management board the results of the audits and inspections carried out in the form of written reports, memorandums, messages at meetings of the company's management bodies;
• observe trade secret, not to disclose information that is confidential, to which the members of the Audit Commission have access in the performance of their functions;
• require authorized bodies to convene an extraordinary meeting of shareholders in the event of a real threat to the interests of the company.

6.4. The Audit Commission shall submit to the Board of Directors (Supervisory Board) no later than ___ days before the annual meeting of shareholders a conclusion on the results of the annual audit of the financial and economic activities of the company, which should contain:

• confirmation of the reliability of the data contained in the reports and other financial documents of the company;
• information on the facts of violation of the procedure for maintaining accounting records and presentation of financial statements established by legal acts of the Russian Federation, as well as legal acts of the Russian Federation in the course of financial and economic activities.

Unscheduled audits are carried out by the audit commission at the written request of the owners of at least ___% of the company's ordinary shares or the majority of members of the board of directors.

7. MEETINGS OF THE AUDIT COMMISSION

7.1. The Audit Commission decides all issues at its meetings. Meetings of the audit commission are held according to the approved plan, as well as before the start of the audit or audit and based on their results. A member of the audit commission may demand the convening of an emergency meeting of the commission in case of detection of violations that require an urgent decision of the audit commission.

7.2. Meetings of the Audit Commission are considered competent if they are attended by at least ___% of its members.

7.3. Each member of the committee has one vote. Acts and conclusions of the audit commission are approved by a simple majority of votes of those present at the meeting. In case of equality of votes, the vote of the chairman of the audit commission is decisive. Members of the audit commission, in case of their disagreement with the decision of the commission, have the right to record a dissenting opinion in the minutes of the meeting and bring it to the notice of the board of directors, the board of directors and the meeting of shareholders.

Amendments have been made, according to which public joint-stock companies must conduct internal audit and manage risks. The changes also affected the criteria for related party transactions, preferred shareholders and general meetings of shareholders.

The President of the Russian Federation signed the amendments relating to joint-stock companies (Federal Law No. 209-FZ dated July 19, 2018 “On Amendments to the Federal Law “On Joint-Stock Companies””). The law entered into force on July 19, 2018, with the exception of certain provisions.

Audit committee

Now in federal law dated December 26, 1995 No. 208-FZ “On Joint-Stock Companies” (hereinafter - Law No. 208-FZ) there is no mention of the auditor. In a joint-stock company, only an audit commission is possible. But this should be stated in the charter of the company. Yes, charter public society should contain information about the audit commission in case of a decision to create it. That is, the audit commission in a public joint-stock company is obligatory only if its presence is indicated in the charter.

And the charter of a non-public company should contain information about the audit commission or its absence. If the audit commission is created exclusively in cases provided for by the charter of a non-public company, then the charter must contain information about this, indicating such cases.

In companies in which an auditor has already been elected as of July 19, 2018, the provisions on the audit commission apply to him.

Internal audit and risk management

From July 1, 2020, public companies will be required to conduct an internal audit. Previously, the norms on internal audit were contained only in the Code corporate governance and some special laws. The board of directors must approve the internal documents of the company that determine the company's policy in the field of organization and implementation of internal audit. The official responsible for the organization and implementation of internal audit is appointed to the position and dismissed based on the decision of the board of directors. Terms employment contract it is also approved by the board of directors. Also, internal audit may be carried out by another legal entity.

In addition, risk management and internal control should be organized in a public company. Internal documents in this area will be approved by the Board of Directors.

Dividends

The criteria have been clarified, based on which the amount of dividends on preferred shares is considered to be a certain charter of a joint-stock company. The charter of a joint-stock company must determine the amount of the dividend and (or) the value paid upon liquidation of the company (liquidation value) on preferred shares of each type. The amount of the dividend and the liquidation value can be determined:

in a fixed amount of money;

as a percentage of the par value of preferred shares;

by establishing the procedure for their determination;

by establishing minimum size dividend, including as a percentage of net profit society.

The amount of the dividend is not considered certain if the charter of the company specifies only its maximum amount. The holders of preferred shares, for which the amount of the dividend is not determined, are entitled to receive dividends on an equal footing and in an equal amount with the holders of ordinary shares.

Preferred Shareholders

Shareholders - owners of preference shares received the right to vote at the general meeting on issues, the decision on which, in accordance with Law No. 208-FZ, is taken unanimously by all shareholders of the company. They also received the right to vote when deciding on the issue of introducing into the charter provisions on declared preferred shares, the placement of which may lead to a decrease in the amount of dividend or liquidation value specified by the charter, paid on preferred shares of this type.

General Meeting of Shareholders

The amendments extended the period within which it is necessary to notify shareholders of the General Meeting of Shareholders. Previously, this period was 20 days, now it is 21 days.

The list of information (materials) that must be provided to persons entitled to participate in the general meeting of shareholders has changed. Firstly, they clarified that it is necessary to submit drafts of only those internal documents of the company that are subject to approval by the general meeting of shareholders. Secondly, the conclusion of the audit commission and information about candidates for its composition will be required only if the presence of the audit commission is mandatory under the company's charter. Thirdly, from July 1, 2020, public joint-stock companies will need to submit an internal audit report.

Along with the issues proposed by shareholders for inclusion in the agenda of the general meeting of shareholders, as well as candidates proposed by shareholders for the formation of the relevant body, the board of directors (supervisory board) of the company has the right to include issues and (or) candidates in the list of candidates in the agenda of the general meeting of shareholders for voting on elections to the relevant body of the company at its discretion. The number of candidates proposed by the board of directors cannot exceed the number of members of the relevant body. This clause will come into force on September 1, 2018.

Law No. 208-FZ introduces committees of the board of directors that are already used in practice. Thus, it is provided that the board of directors of the company has the right to form committees for preliminary consideration of issues related to its competence. The competence and procedure for the activities of the committee are determined by the internal document of the company, which is approved by the board of directors.

Separately, it is indicated that the board of directors of a public company forms an audit committee for preliminary consideration of issues related to control over the financial and economic activities of a public company, including the assessment of the independence of the auditor of a public company and the absence of a conflict of interest, as well as assessing the quality of the audit of the accounting (financial) statements of the company. This provision will only apply from July 1, 2020.

The possibility of participation of the board of directors in the formation of the management bodies of the joint-stock company, including the possibility of transferring powers to elect executive bodies from the competence of the general meeting of shareholders to the competence of the board of directors without the shareholders having the right to demand the repurchase of their shares.

If the decision on approval annual report of the company by the charter of the company is referred to the competence of the board of directors of the company, the annual report of the company is subject to approval by the board of directors of the company no later than 30 days before the date of the annual general meeting of shareholders.

Interested party transactions

Clarified the criteria for transactions to which the rules on approval of interested-party transactions do not apply due to not exceeding 0.1% of the book value of the company's assets. Previously, transactions were taken into account, the subject of which is property, the price or book value of not more than 0.1% of the book value of the company's assets. Now it is stated that we are talking on the amount of transactions or on the price or book value of property, with the acquisition, alienation or possibility of alienation of which such transactions are connected.

In addition, the general meeting of shareholders, when making a decision to approve an interested-party transaction, is considered competent, regardless of the number of shareholders who are not interested in making the relevant transaction - owners of voting shares of the company participating in it.

The Audit Commission is a body of a joint-stock company that performs the functions of internal financial, economic and legal control over the activities of the company.

The Audit Commission controls the activities of the Board of Directors and the Management Board of the company, but does not have the right to cancel their decisions.

The Audit Commission acts on the basis of the regulation approved by general meeting shareholders of the company.

The Audit Commission exercises current control over the financial and economic activities of the company, its separate subdivisions and services, branches and representative offices that are on the balance sheet of the company.

Members of the Audit Commission put their signature on the annual report and balance sheet to confirm their compliance with the real state of affairs in society.

In the absence of an external auditor without the opinion of the Audit Commission, the General Meeting of Shareholders is not entitled to approve the annual report and balance sheet.

The Audit Commission has the right to check:

financial documentation of the company and the conclusions of the property inventory commission, comparing them with the primary accounting data;

the state of the cash desk and property of the company;

timeliness and correctness of payments to suppliers of products and services; payments to the budget; accrual and payment of dividends; accrual and payment of interest on bonds; repayments of other liabilities;

the correctness of the preparation of balance sheets, reporting documentation for the tax inspectorate, statistical authorities and government bodies;

observance by the company and its management bodies of legislative acts and instructions and decisions of the General Meeting of Shareholders.

The Audit Commission is obliged to control:

legitimacy of contracts concluded by the company, transactions, trade, settlement and other operations.

observance by the company in the financial, economic and production activities of established standards, rules, estimates, GOSTs, TUs, etc.;

legitimacy of the decisions taken by the Board of Directors and the Management Board of the company, their compliance with the charter and decisions of the meeting of shareholders, as well as decisions of the meeting itself. It has the right to make proposals for changing them if they do not comply with the provisions of documents that have greater legal force.

The competence of the Audit Commission includes the analysis of the financial position of the company, its solvency, liquidity of assets, the ratio of own and borrowed funds; identification of reserves for improving the economic condition of the enterprise and the development of recommendations for management bodies.

The Audit Commission controls the activities of the company in terms of maintaining the register of shareholders, issuing extracts from the register, providing information to shareholders, charging fees for these and other services to shareholders.

Only a shareholder who owns ordinary shares of the company or his authorized representative can be a member of the Audit Commission.

The number of members of the Audit Commission is determined by the General Meeting of Shareholders, but must be limited and be at least three people. The Meeting may increase the number of members of the Revision Mission and elect additional members to perform certain functions.

The Audit Commission elects a chairman and a secretary of the Audit Commission from among its members. To the duties of the Chairman of the Audit Committee

and holding meetings of the Audit Commission;

organization of the current work of the commission, representation of the Audit Commission at meetings of the Management Board, the Board of Directors and the General Meeting of Shareholders of the company with an advisory vote;

Election Members of the Audit Commission are elected at the General Meeting of Shareholders of the Company for a period of two years with the right to extend it by decision of the General Meeting.

The procedure for electing members of the Audit Commission is established by the General Meeting of Shareholders. It may be similar to the procedure for electing members of the Board of Directors.

Candidates for the commission at the meeting may be proposed:

members of the Audit Commission with an expiring term of office;

persons nominated by the shareholders.

Nomination of candidates to the Audit Commission and voting on candidates is carried out in accordance with the provisions established by the General Meeting of Shareholders. Voting is carried out separately for each candidate or by decision of the meeting - by list.

recall The General Meeting of Shareholders of the company has the right to recall a member of the Audit Commission before the expiration of his term of office in cases of failure to fulfill the duties assigned to him or abuse of the rights given to him. The decision is taken by a simple majority of votes of those present at the meeting.

The Company is obliged to compensate the members of the Audit Commission for transportation, postage, travel expenses associated with the performance of their duties.

The procedure for the activities of the Audit Commission is approved by the General Meeting of Shareholders of the company.

When performing its functions, the Audit Commission carries out all types of work that correspond to its competence and the situation that has arisen.

Audits and checks should not disrupt the normal mode of operation of the company.

The management bodies and all employees of the company are obliged to provide the Audit Commission with the necessary assistance, timely provide it with all the necessary information and documentation necessary for the work of the commission, and provide conditions for its work.

The Audit Commission carries out regular inspections (solid or selective) and audits of the financial and economic activities and current documentation of the company according to the plan approved by it, but at least once a year, or unscheduled - upon request.

The Audit Commission is obliged to start the scheduled annual audit no later than one month before the General Meeting. Status being checked Money and property of the company, relating to the report and balance of books, accounts, documents, all office work of the company, as well as the analysis of the company's activity plan for the next year.

Meetings of the Audit Commission are held according to the approved plan, as well as before and after the audit to discuss the results. Any member of the Audit Commission may demand the convening of an emergency meeting in case of violations that require an urgent decision.

In case of disagreement with the decision of the Commission, a member of the Audit Commission has the right to record this in the minutes of the meeting, issuing it as a dissenting opinion, and bring it to the attention of the Board of Directors and the General Meeting of Shareholders.

The Audit Commission shall keep detailed minutes of the meetings with the attachment of all reports, conclusions, judgments and statements of dissenting opinions of individual members of the Commission. Minutes of the meetings of the Audit Commission are kept at the location of the company and must be available for familiarization to shareholders at any time.

time during the working day. Shareholders and their representatives have the right to make copies of them for a fee established by the Board.

In its activities, the Audit Commission is guided by the legislation of the Russian Federation, by-laws of government bodies, the charter of the company, decisions of the General Meeting of Shareholders and other documents adopted by the meeting of shareholders of the company and related to the activities of the Audit Commission and its members.

In order to properly perform its functions, the Audit Commission has the right to demand from the management bodies of the company, its divisions and services, officials to provide all materials requested by the commission, accounting or other documents necessary for its work, .the study of which corresponds to the competence and powers of the commission.

In cases where identified violations in the production, economic, financial, legal activities or a threat to the interests of society require a decision on issues within the competence

management bodies, members of the Audit Commission have the right to demand from authorized persons to convene meetings of the Management Board, the Board of Directors or to put these issues on the agenda of the General Meeting

shareholders.

The Audit Commission has the right to demand

personal explanation from any employee of the company,

including any officials, on matters

within its jurisdiction.

The Audit Commission has the right, if necessary, to engage in its work on a contractual basis specialists who do not hold regular positions in the company, and require the Management Board to pay all necessary expenses related to audits and

The Audit Commission has the right to raise the question of responsibility before the General Meeting or the management bodies of the company, its divisions and services

employees, including any officials, in case they violate the charter or provisions, rules and instructions adopted by the General Meeting of Shareholders or other normative documents society.

Responsibilities Members of the Audit Commission are liable for the unfair performance of the duties assigned to them by members in the manner prescribed by the current legislation of the Russian Federation and the regulatory documents of the company. During the inspections, the members of the Audit Commission are obliged to properly study all documents and materials related to the subject of the inspection. They are liable for dishonest conclusions. the measure of which is determined by the General Meeting of Shareholders. The Audit Commission is obliged to timely submit to the meeting of shareholders and in a copy - to the Board of Directors reports on the results of audits and inspections in the appropriate form, accompanying them with the necessary comments and suggestions to improve the efficiency of the company.

If there is a serious threat to the interests of society or abuses committed by officials companies, members of the Audit Commission are obliged to demand the convening of an extraordinary meeting of shareholders.

Members of the Audit Commission are obliged to observe commercial secrets, not to disclose information that is confidential, to which they have access in the performance of their functions in accordance with their competence.