The result of corporate behavior. Fktsb - code of corporate conduct. Executive bodies of the company

Introduction

Corporate governance is a system of interaction that reflects the interests of the company's management bodies, shareholders, stakeholders, and is aimed at obtaining maximum profit from all types of company activities in accordance with applicable law, taking into account international standards.

The subject of corporate governance is control over corporate actions.

It is believed that corporate governance insures against abuse, but makes companies less flexible. At the same time, companies that comply with corporate governance standards have an undeniable advantage in attracting investments. According to investors, good corporate governance ensures the honesty of management and transparency of the company, so the risk of losing funds is significantly reduced.

The establishment of market relations in Russia and the increasing role of joint stock companies in the development of the state's economy and the welfare of citizens made it necessary to realize the importance of the corporate governance problem in our country, the emergence of which is inevitably associated with the transition to a new economic system.

In most industrialized countries, norms in the field of corporate governance, management systems, as well as standards of ethical behavior have already appeared and are legally enshrined. While specific issues may be addressed in different ways in different countries, these norms are increasingly becoming generally accepted, and, without a doubt, they work both for the benefit of a particular company and in the public interest in the territory where the company does business.

In this paper, we will consider the following issues:

Principles (norms) of corporate behavior;

Forms of reorganization of a joint stock company.

Principles (norms) of corporate conduct

Corporate behavior is a concept that encompasses a variety of activities related to the management of business companies. Corporate behavior affects the economic performance of business entities and their ability to raise capital needed for economic growth. One of the ways is to introduce certain standards based on the analysis of the best corporate behavior practices. The standards of corporate conduct are applicable to all types of business entities, but they are most important for joint stock companies.

The norms of business conduct are reflected in the documented Code of Corporate Conduct. Order “On Recommendations for the Application of the Code of Corporate Conduct” dated 4.04.2002. No. 421 / r (together with the "Code of Corporate Conduct" dated 05.04.2002). joint stock company (Company), which enshrines the key principles of employee behavior, is mandatory for all employees and serves to strengthen the business reputation.

The basic principles of corporate behavior began to be formulated in the early 1990s. in the "Codes of Corporate Conduct" adopted in the countries with the most developed capital markets: England, USA and Canada. These codes governed corporate governance practices, in particular, issues of ensuring the interests of shareholders, accountability of directors and company management. Since then, many countries have issued codes of conduct with appropriate guidelines. The legal status of these codes varies from country to country. Somewhere they are part of the prerequisites that companies need to meet. In other countries, the code is a recommendatory document only and is not associated with any mandatory requirements.

The purpose of applying corporate governance standards is to protect the interests of all shareholders, regardless of the size of the shareholding they own. The higher the level of protection of shareholders' interests can be achieved, the more investments Russian joint stock companies can count on, which will have a positive impact on the Russian economy as a whole.

The Code of Conduct is a standard of conduct. National standards (codes) are a set of rules in the form of general principles and recommendations for the implementation of corporate relations. As a rule, the main focus of such codes is on regulating the procedure for exercising the right to vote by shareholders, the formation and operation of the board of directors, information disclosure and transparency of the company's activities, as well as other mechanisms for ensuring and protecting investors' rights. The Code of Corporate Conduct creates conditions for the best corporate governance practices without complicating the structure and process of company management.

The Code of Corporate Conduct, as a rule, does not have the character of a generally binding normative act, but is a recommendatory act: it contains standards, rules and principles set forth in the form of norms recommended for implementation.

The principles of corporate behavior are the initial principles underlying the formation, functioning and improvement of the corporate governance system of companies.

1. The practice of corporate conduct should provide shareholders with a real opportunity to exercise their rights related to participation in the company. Shareholders should be provided with reliable and efficient methods of recording ownership of shares, as well as the ability to freely and quickly dispose of their shares.

Shareholders have the right to participate in the management of the joint-stock company by making decisions on the most important issues of the company's activities at the general meeting of shareholders. In order to exercise this right, it is recommended to ensure that: the procedure for announcing the general meeting of shareholders gives shareholders the opportunity to properly prepare for participation in it; shareholders were given the opportunity to familiarize themselves with the list of persons entitled to participate in the general meeting of shareholders; the place, date and time of the general meeting were determined in such a way that the shareholders had a real and not burdensome opportunity to take part in it; the shareholders' rights to demand the convocation of the general meeting and make proposals to the agenda of the meeting were not associated with unjustified difficulties in confirming the existence of these rights by the shareholders; each shareholder had the opportunity to exercise his voting rights in the simplest and most convenient way for him. Shareholders should be given the opportunity to participate in the company's profits. To exercise this right, it is recommended: to establish a transparent and understandable mechanism for shareholders to determine the amount of dividends and their payment; provide sufficient information to form an accurate understanding of the availability of conditions for the payment of dividends and the procedure for their payment; exclude the possibility of misleading shareholders regarding the financial position of the company when paying dividends; ensure such a procedure for the payment of dividends, which would not be associated with unjustified difficulties in receiving them; provide for measures applied to executive bodies in case of incomplete or untimely payment of dividends. Shareholders have the right to regularly and timely receive complete and reliable information about the company. This right is exercised by: providing shareholders with comprehensive information on each item on the agenda when preparing the general meeting of shareholders; inclusion in the annual report provided to shareholders of the necessary information to assess the results of the company's activities for the year; introduction of the position of the corporate secretary, whose tasks include providing shareholders with access to information about the company. Shareholders must not abuse their rights. Actions of shareholders carried out solely with the intention of causing harm to other shareholders or the company, as well as other abuse of shareholders' rights are not allowed.

2. The practice of corporate conduct should ensure equal treatment of shareholders holding an equal number of shares of the same type (category). All shareholders should be able to receive effective protection in case of violation of their rights. Compliance with this principle is ensured by: the establishment of a procedure for holding a general meeting, which provides a reasonable equal opportunity for all persons present at the meeting to express their opinion and ask their questions; establishing a procedure for performing significant corporate actions, which allows shareholders to receive full information about such actions and guarantees the observance of their rights; a prohibition to carry out transactions using insider and confidential information; election of members of the board of directors, members of the management board and the general director in accordance with a transparent procedure that provides shareholders with full information about these persons; provision by members of the management board, general director and other persons who may be recognized as interested in the transaction, information about such interest; taking all necessary and possible measures to resolve the conflict between the body of the company and its shareholder (shareholders), as well as between shareholders if such a conflict affects the interests of the company

3. The practice of corporate conduct should ensure that the board of directors exercises strategic management of the company's activities and ensures effective control on its part over the activities of the company's executive bodies, as well as accountability of members of the board of directors to its shareholders. The board of directors determines the development strategy of the company and ensures effective control over the financial and economic activities of the company. For this purpose, the board of directors approves: priority areas of the company's activities; financial and business plan; internal control procedures.

The composition of the board of directors of the company should ensure the most effective performance of the functions assigned to the board of directors. To this end, it is recommended that: members of the board of directors are elected through a transparent procedure that takes into account the diversity of shareholders' opinions, ensures that the composition of the board of directors complies with legal requirements and allows the election of independent board members; the board of directors included a sufficient number of independent directors. It is recommended that board members actively participate in board meetings and board committees. It is recommended that meetings of the board of directors be held: regularly in accordance with a specially developed plan. It is recommended that the board of directors create committees for preliminary consideration of the most important issues within the competence of the board of directors. To control the activities of the executive bodies of the company, it is recommended that the board of directors: be empowered to suspend the powers of the general director (managing organization, manager) of the company; determined the requirements for candidates for the positions of the general director (managing organization, manager) and members of the company's board; approved the terms of contracts with the general director and members of the company's management board, including the terms of remuneration and other payments.

4. The practice of corporate conduct should provide the executive bodies of the company with the ability to reasonably, in good faith, exclusively in the interests of the company, to effectively manage the current activities of the company, as well as accountability of the executive bodies to the board of directors of the company and its shareholders. Companies are encouraged to create a collegial executive body (board), whose competence should include the solution of the most complex issues of managing the company's current activities. The composition of the executive bodies of the company should ensure the most effective implementation of the functions assigned to the executive bodies. For this, members of the management board should be elected in accordance with a transparent procedure that provides shareholders with full information about these persons; when deciding to transfer the powers of the sole executive body to a managing organization (manager), shareholders must have complete information about the managing organization (manager). It is recommended that executive bodies act in accordance with the company's financial and business plan. The remuneration of the General Director (managing organization, manager) and members of the collegial executive body must correspond to their qualifications and take into account their real contribution to the results of the company's activities.

5. The practice of corporate conduct should ensure the timely disclosure of complete and reliable information about the company, including its financial position, economic performance, ownership and management structure, in order to ensure the possibility of making informed decisions by the company's shareholders and investors. Shareholders should have an equal opportunity to access the same information. The information policy of the company must ensure the possibility of free and easy access to information about the company. The company should exercise control over the use of confidential and insider information.

6. The practice of corporate conduct should take into account the rights of stakeholders, including employees of the company, provided for by law, and encourage active cooperation between the company and interested parties in order to increase the company's assets, the value of shares and other securities of the company, and create new jobs.

7. The practice of corporate conduct should ensure effective control over the financial and economic activities of the company in order to protect the rights and legitimate interests of shareholders. It is recommended that the company delimit the competence of the bodies and persons involved in the system of control over its financial and economic activities that develop, approve, apply and evaluate the internal control system. It is recommended to establish effective interaction between internal and external audit.

So, corporate behavior is a system of norms, principles and rules in accordance with which management and control in the company is carried out.

Introduction …………………………………………………………………………………. 3

1. Principles of corporate conduct …………………………………………. … five

2. General Meeting of Shareholders …………………………………………………… .. 9

3. Board of Directors of the Company …………………………………………………… .. 13

4. Executive bodies of the company …………………………………………… ... 17

5. Significant corporate actions …………………………………………. nineteen

6. Disclosure of information about the company ………………………………………… ... 20

7. Control over the financial and economic activities of the company ……………… 23

8. Dividends ……………………………………………………………………… .. 24

9. Settlement of corporate conflicts ……………………………………. 25

Conclusion ……………………………………………………………………………… 27

List of used literature …………………………………………………… .. 28

Appendix 2 (Regulation on corporate information policy

JSC "Aeroflot")

INTRODUCTION

"Corporate behavior" is a concept that encompasses a variety of activities related to the management of business entities. Corporate behavior affects the economic performance of business entities and their ability to raise capital needed for economic growth. Improving corporate behavior in the Russian Federation is the most important measure necessary to increase the inflow of investments into all sectors of the Russian economy, both from sources within the country and from foreign investors. One of the ways of such improvement can be the introduction of certain standards established on the basis of analysis of the best corporate behavior practices.

The standards of corporate conduct are applicable to all types of business entities, but they are most important for joint stock companies. This is due to the fact that it is in joint-stock companies, where the separation of property from management often takes place, that conflicts related to corporate behavior are most likely to arise. Therefore, the Code was developed primarily for joint stock companies entering the capital market. At the same time, this does not exclude the possibility of its application by any other business companies.

The relevance, today, of the Code is that corporate conduct must ensure a high level of business ethics in relations between market participants, which means that those for whom it is designed should in one way or another declare about its use in their activities.

The purpose of applying corporate governance standards is to protect the interests of all shareholders, regardless of the size of the shareholding they own. The higher the level of protection of the interests of shareholders can be achieved, the more investments Russian joint stock companies (hereinafter referred to as the Companies) can count on, which will have a positive impact on the Russian economy as a whole.

The prerequisites for the development of the Code of Corporate Conduct (hereinafter - the Code) are set out below. The society can develop its own code of corporate conduct in accordance with the general guidelines.

Legislation turns out to be unable to respond in a timely manner to changes in corporate behavior practices, since amending legislation takes a significant amount of time. Many issues related to corporate behavior are outside the legal sphere and are ethical, not legal.

Many legal provisions governing corporate conduct are based on ethical standards. An example of such legal norms is the norms of civil law that establish the possibility, in particular, in the absence of applicable law, to proceed from the requirements of good faith, reasonableness and justice, as well as to exercise civil rights reasonably and in good faith. Thus, moral and ethical standards of reasonableness, fairness and integrity are an integral part of the current legislation.

However, such legal provisions are not always sufficient to ensure proper corporate conduct. Therefore, societies should act in accordance not only with legal norms, but also with ethical norms, which are often more stringent than legal norms.

The ethical norms used in the business community are an established system of norms of behavior and business customs that is not based on legislation and forms positive expectations regarding the behavior of participants in corporate relations. Ethical standards of corporate behavior form stable stereotypes of behavior common to all participants in corporate relations.

Compliance with ethical standards is not only a moral imperative, but also helps society to avoid risks, supports long-term economic growth and promotes successful business activities. Ethical norms, along with legislation, form the company's corporate behavior policy based on taking into account the interests of shareholders and the company's management, which helps to strengthen the company's position and increase its profits.

The Code is given a special place in the development and improvement of Russian corporate behavior practice. It has an important educational role to play in setting standards for the governance of Russian societies and in contributing to the further development of the Russian stock market.

The purpose of the Code is to reveal the basic principles of best practice in corporate conduct, in accordance with which Russian societies can build their system of corporate conduct.

1. PRINCIPLES OF CORPORATE CONDUCT

Corporate behavior should be based on respect for the rights and legitimate interests of its members and contribute to the efficient operation of the company, including increasing the value of the company's assets, creating jobs and maintaining the financial stability and profitability of the company.

The basis for efficient operation and investment attractiveness of a company is trust between all participants in corporate conduct. The principles of corporate conduct contained in this chapter are aimed at building trust in relationships arising from the management of society.

The principles of corporate behavior are the initial principles underlying the formation, functioning and improvement of the corporate governance system of companies.

The principles of corporate conduct set out in this chapter are the basis for the recommendations in the subsequent chapters of this Code, as well as the basic principles that should be followed in the absence of such recommendations. These principles are formulated taking into account the Corporate Governance Principles of the Organization for Economic Cooperation and Development (OECD), international practice in the field of corporate conduct, as well as the experience gained in Russia since the adoption of the Federal Law "On Joint Stock Companies".

1. The practice of corporate conduct should ensure

shareholders have a real opportunity to exercise their rights related to participation in the company.

1.1. Shareholders should be provided with reliable and efficient ways of recording ownership of shares, and

the possibility of free and quick disposal of their shares.

1.2. Shareholders have the right to participate in the management of the joint-stock company by making decisions on the most important issues of the company's activities at the general meeting of shareholders.

1.3. Shareholders should be given the opportunity to participate in the company's profits.

1.4. Shareholders have the right to receive regular and timely complete and reliable information about the company.

1.5. Shareholders must not abuse their rights.

Actions of shareholders carried out solely with the intention of causing harm to other shareholders or the company, as well as other abuse of shareholders' rights are not allowed.

3. Corporate governance practices should ensure that the board of directors exercises strategic management the company's activities and effective control on its part over the activities of the company's executive bodies, as well as the accountability of members of the board of directors to its shareholders.

3.1. The Board of Directors determines the development strategy of the company, and also ensures effective control over the financial and economic activities of the company.

3.2. The composition of the board of directors of the company should ensure the most effective performance of the functions assigned to the board of directors.

3.4. The board of directors ensures and controls the efficient operation of the company's executive bodies.

4. The practice of corporate conduct should provide the executive bodies of the company with the ability to reasonably exercise effective management of the current activities of the company and also accountability of executive bodies to the board of directors of the company and its shareholders.

4.2. The composition of the executive bodies of the company should ensure the most effective implementation of the functions assigned to the executive bodies.

4.4. It is recommended that the remuneration of the general director (managing organization, manager) and members of the collegial executive body correspond to their qualifications and take into account their real contribution to the results of the company's activities.

5. The practice of corporate conduct should ensure the timely disclosure of complete and reliable information about the company, including on its financial position, economic performance, ownership and management structure in order to ensure the possibility of making informed decisions by the company's shareholders and investors.

5.1. Shareholders should have an equal opportunity to access the same information.

5.2. The company's information policy should ensure the possibility of free and easy access to

information about the society.

5.3. Shareholders should be able to receive complete and reliable information, including on the financial position of the company, the results of its activities, on the management of the company, on the major shareholders of the company, as well as on material facts affecting its financial and economic activities.

5.4. The company should exercise control over the use of confidential and insider information.

6. The practice of corporate conduct should take into account the rights of interested parties provided for by law, including employees of the company, and encourage active cooperation between the company and interested parties in order to increase the company's assets, the value of shares and other securities of the company,

creation of new jobs.

6.1. To ensure the efficient operation of the company, its executive bodies must take into account the interests of third parties, including the creditors of the company, the state and municipalities in whose territory the company or its structural divisions are located.

6.2. The management bodies of the company must promote the interest of the employees of the company in the effective work of the company.

7. The practice of corporate conduct should ensure effective control over the financial and economic activities of the company in order to protect the rights and legitimate interests of shareholders.

7.1. It is recommended that the company create an efficiently functioning system of daily control over its financial and economic activities. For this, it is recommended that the company's activities be carried out on the basis of the financial and business plan, annually approved by the company's board of directors.

7.2. It is recommended that the company delimit the competence of the bodies and persons involved in the system of control over its financial and economic activities that develop, approve, apply and evaluate the internal control system. It is recommended to entrust the development of internal control procedures to the internal control service (hereinafter referred to as the control and audit service), independent of the company's executive bodies, and the approval of internal control procedures - to the company's board of directors.

2. GENERAL MEETING OF SHAREHOLDERS

By participating in a company, shareholders risk their capital invested in it. It is the shareholders who are the owners of the company, so they should be able to receive from the board of directors and executive bodies of the company a detailed and reliable report on the policy pursued by the company. Holding a general meeting of shareholders provides the company with the opportunity, less than once a year, to inform shareholders about its activities, achievements and plans, to involve them in the discussion and decision-making on the most important issues of the company. For a minority shareholder, the annual general meeting is often the only opportunity to get information about the company's activities and ask its management questions regarding the company's management. By participating in the general meeting, a shareholder exercises his right to participate in the management of the company.

A necessary condition for the trust of shareholders in the company is the establishment of such a procedure for holding a general meeting that would ensure equal treatment of all shareholders and would not be excessively expensive and complicated for shareholders.

1. Convening and preparing for the general meeting of shareholders

1.2. The Company provides shareholders with the opportunity to familiarize themselves with the list of persons entitled to participate in the general meeting of shareholders.

1.3. It is recommended that the information provided in preparation for the general meeting of shareholders, as well as the procedure for providing it, allow shareholders to get a complete picture of the company's activities and make informed decisions on agenda items.

1.5. The rights of shareholders to demand the convocation of a general meeting of shareholders and to make proposals on the agenda of the meeting should not be associated with undue difficulties in proving the existence of these rights.

The right of a shareholder to participate in the management of the company implies the ability to propose items on the agenda of the general meeting and nominate candidates for members of the management bodies, as well as to demand the convocation of the general meeting. Legislation establishes certain requirements for the number of shares that must be owned by a shareholder at the time the relevant proposal is made. The majority of shares in Russia are issued in non-documentary form, and the legislation on the securities market allows the rights to such shares to be recorded both in the register and in a custody account with a depository. It is not recommended for the company to require the provision of any documents confirming the rights of a shareholder registered in the register. In this case, the company is advised to check the existence of the corresponding right in the register itself. If, however, the right to shares is recorded on a securities account, it is recommended that the statement of the corresponding account be recognized as sufficient confirmation of the rights to shares.

1.6. When determining the place, date and time of the general meeting, it is recommended to proceed from the need to provide shareholders with a real and easy opportunity to take part in it.

1.7. It is recommended that each shareholder be able to exercise their voting rights in the simplest and most convenient way. There may be situations when it is more convenient for a shareholder to vote through a representative, who in this case must be issued a power of attorney. The legislation establishes formal requirements for such a power of attorney, failure to comply with which may lead to its invalidation. In order to avoid such a possibility, the company is recommended to send shareholders a power of attorney form with a description of the procedure for filling it out together with the voting ballot form, and the shareholder is not obliged to use this form.

2. General meeting

2.1. It is recommended that the procedure established in the company for the conduct of the general meeting provide a reasonable equal opportunity for all persons present at the meeting to express their opinion and ask questions of interest.

2.2. The procedure for registering participants in the general meeting provided for in the company should not create obstacles for participation in it.

2.3. A repeated general meeting of shareholders in large joint-stock companies (more than 500 thousand shareholders) is legally competent if it was attended by shareholders holding in aggregate at least 20% of the votes of the outstanding voting shares of the company.

In accordance with the legislation, a repeated general meeting of shareholders is competent (has a quorum) if it is attended by shareholders holding in aggregate at least 30% of the votes of the outstanding voting shares of the company. For companies with more than 500 thousand shareholders, a lower quorum may be established for holding a repeated general meeting of shareholders, if this is provided for in the company's charter.

In practice, establishing a low quorum can lead to a number of adverse consequences for shareholders. For example, this will make it possible to make decisions at the general meeting by shareholders who own insignificant blocks of shares, which will lead to a violation of the rights and legitimate interests of other shareholders, both minority and those holding significant blocks of shares. In addition, the legality of the decision taken by a small number of persons entitled to participate in the general meeting of shareholders creates the preconditions for non-observance of the proper procedure for notifying shareholders of a repeated general meeting.

In this regard, it is recommended to establish in the charters of large companies that a repeated general meeting of shareholders is legally competent if it was attended by shareholders holding in aggregate at least 20% of the votes of the outstanding voting shares of the company.

2.4. The procedure for holding a general meeting must ensure that the rights of shareholders are observed when summing up the voting results.

The most important decisions related to the company's activities are made by the general meeting of shareholders within the scope of its competence established by law. Decisions related to the day-to-day management of the current activities of the company are made by the executive bodies of the company.

At the same time, the determination of the development strategy of the company and the control over the activities of its executive bodies require professional qualifications and efficiency. Legislation delegates decision-making on such issues to a special body of the company - the board of directors, which is elected at a general meeting of shareholders. In accordance with the legislation, the board of directors exercises general management of the company's activities, has broad powers and is responsible for improper performance of its duties.

1. Functions of the board of directors

1.1. The board of directors determines the company's development strategy and adopts the annual financial and business plan.

The legislation imposes on the board of directors the obligation to determine the priority directions of the company's development. Determining these areas, the board of directors sets the main guidelines for the company's activities in the long term.

It is advisable to conduct such an assessment annually in the form of approval by the board of directors, upon presentation by the executive bodies, of the financial and business plan (budget) - a document of the company, which should reflect the planned annual expenses for each of the company's activities, as well as the company's funds to cover these expenses. Within the framework of this document, in particular, a production plan, a marketing plan, a business plan for investment projects carried out by the company should be reflected.

1.2. The Board of Directors ensures effective control over the financial and economic activities of the company.

1.3. The Board of Directors ensures the implementation and protection of the rights of shareholders, as well as contributes to the resolution of corporate conflicts.

1.4. The board of directors ensures the efficient operation of the company's executive bodies, including through control over their activities.

1.5. The competence of the board of directors should be clearly defined in the company's charter in accordance with its objectives.

The legislation leaves the possibility of referring to the competence of the board of directors additional issues, in addition to those provided for by law. These issues should be defined in connection with its functions in such a way as to exclude ambiguity in the delimitation of the competence of the board of directors, executive bodies and the general meeting of shareholders.

2. Composition of the board of directors and its formation

2.1. The composition of the board of directors should ensure the most efficient performance of the functions assigned to the board of directors.

2.3. It is recommended that board members be elected through a transparent process that takes into account the diversity of shareholders' opinions, ensures that the composition of the board of directors complies with legal requirements and allows the election of independent directors.

3. Obligations of members of the board of directors

3.1. The members of the board of directors must conscientiously and reasonably fulfill their duties in the interests of the company.

3.3. A member of the board of directors must not disclose and use confidential information about the company and insider information for personal interests or in the interests of third parties.

The knowledge by each member of the board of directors of his duties and the rights granted to him is of fundamental importance for ensuring the effectiveness of the board of directors in performing its functions. In addition, a clear definition of the responsibilities of members of the board of directors increases the possibility of holding them accountable in cases stipulated by law.

4. Organization of activities of the board of directors

4.1. The chairman of the board of directors must ensure the efficient organization of the board of directors' activities and its interaction with other bodies of the company.

4.3. It is recommended that the form of the meeting of the board of directors be determined taking into account the importance of the items on the agenda. Considering that only the in-person form of holding meetings of the board of directors allows organizing the discussion of agenda items, the most important issues should be resolved at meetings held in person.

4.4. The procedure for convening and preparing for the meeting

the board of directors should ensure that board members have the opportunity to properly prepare for its conduct.

4.5. Board members should be ensured that they can obtain all the information they need to fulfill their responsibilities.

4.6. The Strategic Planning Committee promotes

improving the efficiency of the company in the long term.

The Strategic Planning Committee is called upon to play the main role in defining the strategic goals of the company's activities, developing priority areas of its activities, developing recommendations on the company's dividend policy, assessing the company's performance in the long term and making recommendations to the board of directors on adjusting the existing development strategy of the company, based on the need increasing the efficiency of the company, taking into account the trends in the commodity and capital markets, the results of the company and its competitors, as well as other factors.

4.7. The Audit Committee ensures the control of the board of directors over the financial and economic activities of the company.

The Audit Committee ensures the actual participation of the board of directors in exercising control over the financial and economic activities of the company.

4.8. The HR and Remuneration Committee helps to attract qualified specialists to the management of the company and create the necessary incentives for their successful work.

4.9. The Corporate Conflict Settlement Committee contributes to the prevention and effective settlement of corporate conflicts with the participation of the company's shareholders.

4.10. The Ethics Committee promotes community compliance with ethical standards and building trust in society.

The Ethics Committee formulates ethical rules for the activities of the company, taking into account its industry affiliation. The company is recommended to develop an internal document approved by the board of directors and containing ethical rules for the company's activities.

4.12. In order to establish a real mechanism of responsibility for members of the board of directors in the company, it is recommended to keep transcripts of meetings of the board of directors along with minutes.

5. Remuneration to members of the Board of Directors. It is recommended that the remuneration of board members be equal for all board members.

6. Responsibility of members of the board of directors. The members of the board of directors are responsible for the improper performance of their duties.

4. EXECUTIVE BODIES OF THE COMPANY

The executive bodies of the company, which include the collegial executive body (management board) and the sole executive body (general director, managing organization, manager), are a key link in the corporate governance structure.

In accordance with the legislation, the executive bodies are entrusted with the current management of the company's activities, which implies their responsibility for the implementation of the goals, strategy and policy of the company. The executive bodies are obliged to serve the interests of the company, that is, to manage the company's activities in such a way as to ensure both the receipt of dividends by shareholders and the possibility of the development of the company itself.

To achieve these goals, the executive bodies solve, first of all, the following tasks: they are responsible for the day-to-day work of the company and its compliance with the financial and economic plan, as well as conscientiously, timely and efficiently implement the decisions of the board of directors of the company and the general meeting of shareholders.

Fulfilling the functions assigned to them, the executive bodies have broad powers to manage the assets of the company, therefore the work of the executive bodies should be organized in such a way as to exclude distrust of them on the part of shareholders. Trust, however, must be ensured both by high requirements for the personal and professional qualities of officials of executive bodies, and by the procedures of effective control by shareholders existing in the company.

1. Competence of executive bodies

1.2. The executive bodies must act in accordance with the financial and business plan of the company.

The company's activities are carried out on the basis of a financial and business plan, annually approved by the board of directors.

2. Composition and formation of executive bodies

2.1. The composition of the executive bodies of the company should ensure the most effective implementation of the functions assigned to the executive bodies.

3. Obligations of executive bodies

3.1. The general director (managing organization, manager) and members of the management board must act reasonably and in good faith in the public interest.

3.2. The general director (managing organization, manager) and members of the management board must not disclose or use confidential and insider information about the company in their personal interests and in the interests of third parties.

3.3. The executive bodies must take into account the interests of third parties to ensure the efficient operation of the company.

The main task of the executive bodies is to ensure the efficient work of the company.

3.4. The executive bodies should create an atmosphere of interest of the company's employees in the effective work of the company.

The executive bodies should strive to ensure that each employee values \u200b\u200bhis work in society, realizing that his financial position depends on the results of the work of society as a whole.

4. Organization of work of executive bodies. The organization of board meetings should ensure the effectiveness of its activities.

5. Remuneration to the executive body. It is recommended that the remuneration of the general director (manager) and members of the collegial executive body corresponds to their qualifications and takes into account their real contribution to the company's performance.

6. Responsibility of the general director (managing organization, manager) and members of the company's board. The general director (managing organization, manager) and members of the board of the company are responsible for the improper performance of their duties.

5. SIGNIFICANT CORPORATE ACTIONS

The performance of a number of actions by the company that may lead to fundamental corporate changes, including changes in the rights of shareholders, are commonly referred to as significant corporate actions. Significant corporate actions must be accompanied by maximum openness and transparency. When performing such actions, the society must be guided by the principles of trust and openness enshrined in this Code.

Significant corporate actions, first of all, include such actions as reorganization of the company, acquisition of 30 and more percent of the company's outstanding shares (takeover), which significantly affect the structural and financial condition of the company and, accordingly, the position of shareholders. Significant corporate actions also include the conclusion of large transactions and transactions in which there is an interest, a decrease or increase in the authorized capital, amendments to the company's charter and a number of other issues, the solution of which is fundamental for the company.

Taking into account the importance of significant corporate actions, the company should provide shareholders with the opportunity to influence their performance. This goal is achieved by establishing a transparent and fair procedure based on appropriate disclosure of information about the consequences that such actions may have on society.

Major transactions and other transactions of the company, concluded in the manner prescribed for major transactions

· Acquisition of thirty or more percent of the outstanding ordinary shares (hereinafter referred to as the takeover). It is recommended that the board of directors of the company inform shareholders of its opinion on the planned takeover.

· Reorganization of the company. The board of directors should actively participate in determining the terms of the company's reorganization.

6. DISCLOSURE OF INFORMATION ABOUT THE COMPANY

Disclosure of information is extremely important for the assessment of the company's activities by shareholders and potential investors. Disclosure of information about the company helps to attract capital and maintain trust in the community. Insufficient and unclear information about society, on the contrary, can hinder its successful functioning. Shareholders and investors need accessible, regular and reliable information, including for the purpose of monitoring the executive bodies of the company and making competent decisions on the assessment of their activities. On the other hand, it is imperative that disclosure requirements do not conflict with the public interest and that confidential information is not disclosed as this could harm the public. However, any limitation on the disclosure of information should be strictly regulated.

The purpose of disclosing information about the company is to bring this information to the attention of all persons interested in receiving it to the extent necessary for making an informed decision on participation in the company or performing other actions that can affect the financial and economic activities of the company.

The main principles of disclosing information about the company are the regularity and promptness of its provision, the availability of such information for the majority of shareholders and other interested parties, the reliability and completeness of its content, the observance of a reasonable balance between the openness of the company and the observance of its commercial interests.

The information provided by the public must be balanced. When covering its activities, the company should under no circumstances avoid disclosing negative information about itself, which is significant for shareholders and potential investors.

When disclosing information, its neutrality must be ensured, that is, the preferential satisfaction of the interests of some groups of recipients of information over others is excluded. Information is not neutral if the choice of its content or form of presentation is aimed at achieving certain results or consequences.

1. Information policy of the society. The information policy of the company must ensure the possibility of free and easy access to information about the company.

2. Forms of information disclosure.

2.2. It is recommended that additional information be disclosed in the company's quarterly report for the fourth quarter. The quarterly report of the company must contain the information provided by the legislation on its activities for the quarter.

2.3. The company must promptly disclose information about all facts that may be of material importance to shareholders and investors.

The Regulation on the company's information policy should provide for a more detailed list of material facts that the company is recommended to disclose.

3. Provision of information to shareholders

3.2. When preparing and holding a general meeting of shareholders, shareholders of the company are advised to provide all material information on each item on the agenda.

4. Information constituting a commercial or official secret. Insider information.

4.1. Information constituting a commercial or official secret must be protected.

4.2. The company should exercise control over the use of insider information.

7. CONTROL OF FINANCIAL AND ECONOMIC ACTIVITIES OF THE COMPANY

The current system of control over its financial and economic activities in the company is aimed at ensuring investor confidence in the company and its governing bodies. The main purpose of such control is to protect the capital investments of shareholders and the assets of the company.

1. The system of control over the financial and economic activities of the company

1.1. The company must ensure the creation and effective functioning of the system of daily control over financial and economic activities.

1.2. It is recommended to delineate the competence of the bodies and persons involved in the system of control over the financial and economic activities of the company, which develop, approve, apply and evaluate the effectiveness of internal control procedures.

1.3. The composition of the audit committee, the audit commission and the control and audit service of the company should allow for effective control over the financial and economic activities of the company.

Directly at meetings of the audit committee on the implementation of the financial and business plan, compliance with internal control procedures in the company, risk management, non-standard operations, the head of the control and audit service of the company, other officials of the company, as well as representatives of the audit organization are heard.

2. Control over the performance of business transactions

2.1. The company's financial and business operations carried out within the framework of the financial and business plan are subject to subsequent control.

2.2. Non-standard operations require prior approval of the company's board of directors.

3. Organization of the activities of the audit commission. The procedure for conducting inspections by the company's audit commission must ensure the effectiveness of this mechanism for monitoring the company's financial and economic activities.

4. Audit check. The audit must be conducted in such a way that it results in an objective and complete

information about the activities of the company.

8. DIVIDENDS

1. Determination of the amount of dividends.

1.2. Information about the decision (announcement) on the payment of dividends should be sufficient to form an accurate idea of \u200b\u200bthe existence of conditions for the payment of dividends and the procedure for their payment.

1.3. The procedure for determining the amount of dividends should exclude the possibility of misleading shareholders regarding their size.

In accordance with the legislation, dividends on ordinary and preferred shares are paid out of the company's net profit. When determining the amount of net profit, the company should proceed from the fact that the amount of net profit for the purpose of determining the amount of dividends should not differ from the amount of net profit for accounting purposes, since otherwise the amount of dividends will be calculated on the basis of an understated or overstated amount, which means a significant infringement of the interests of shareholders.

2. Payment of dividends. The procedure for the payment of dividends should best facilitate the exercise of the shareholders' right to receive them.

3. Consequences of incomplete or untimely payment of dividends.

Failure to fulfill or improper fulfillment by the company of the obligation to pay the declared dividends is a violation of the law and significantly undermines trust in society. In this regard, the company should establish such a procedure for the payment of dividends, under which, in the event of its violation, the board of directors of the company, together with the audit commission, would have the right to reduce the amount of remuneration to the general director (managing organization, manager) and members of the management board or release them from their duties.

9.REGULATION OF CORPORATE CONFLICTS

Carrying out entrepreneurial activities by the company, successfully solving problems and achieving the goals set for the company when it was founded, are possible only if there are conditions in it for the prevention and settlement of corporate conflicts - conflicts between the bodies of the company and its shareholders, as well as between shareholders, if such a conflict affects interests of society.

The prevention and settlement of corporate conflicts in the company equally allows to ensure the observance and protection of the rights of shareholders and to protect the property interests and business reputation of the company. Both the prevention and settlement of corporate conflicts are facilitated by the company's exact and unconditional observance of the legislation, as well as its fair and reasonable behavior in relations with shareholders.

The following provisions on pre-trial settlement of corporate conflicts do not prevent persons whose rights have been violated from applying to the courts.

1. General Provisions.

The effectiveness of the prevention and settlement of corporate conflicts presupposes the most complete and prompt identification of such conflicts, if they have arisen or may arise in society, and clear coordination of actions of all bodies of society.

The company's position in a corporate conflict should be based on the provisions of the law.

2. Procedure for the work of the company's bodies to resolve corporate conflicts.

It is recommended to clearly delineate the competence of the company's bodies to consider and resolve corporate conflicts. It is recommended that the sole executive body, on behalf of the company, resolve corporate conflicts on all issues, the adoption of decisions on which is not attributed to the competence of other bodies of the company, so that the board of directors of the company resolves corporate conflicts on issues within its competence.

The main task of the company's bodies in the process of settling a corporate conflict is to find a solution that, being legal and reasonable, would meet the interests of society. It is recommended to carry out work to resolve the conflict with the direct participation of a shareholder through direct negotiations or correspondence with him.

3. Participation of the company in the settlement of corporate conflicts between shareholders

In the event of a corporate conflict between the shareholders of the company that could affect the interests of the company itself or its other shareholders, the body of the company responsible for considering this dispute should decide whether this dispute affects the interests of the company and whether its participation will contribute to the settlement of such a dispute, and take all necessary and possible measures to resolve

such a conflict.

CONCLUSION

In conclusion, it should be noted that the application of corporate governance standards is to protect the interests of not only shareholders, but also other employees of the Company - the Code of Corporate Conduct is the same for everyone. Improving corporate behavior is the most important measure needed to increase the flow of investment, and one of the ways of such improvement can be the introduction of certain standards based on the analysis of the best corporate behavior practices. All provisions of the Code are advisory in nature, to obey them or not the choice of each employee of the organization. But if the employee is interested in the development of the organization in which to work, a certain standard of behavior will help him in the implementation of the tasks assigned to him. And, as a rule, All employees of the Company voluntarily undertake obligations to comply with the principles, norms and rules of business conduct established in this Code. The Code describes the values \u200b\u200band ethical principles on which work is based, defines uniform standards of conduct in the company. A clear understanding of the moral guidelines of activity is necessary for the coordinated work of all departments. Determining the values \u200b\u200band strategic goals of the company will help each employee understand how the organization is developing, on what principles it builds relationships with shareholders and customers, and what is expected of its employees. The adoption of the code will be a major step in the development of companies and will help them achieve their goals.

BIBLIOGRAPHY:

1. Aliev V.G., Doholyan S.V. Organizational Behavior: A Textbook. - M .: Publishing house of Economics, 2004, 310 p.

2. Greenberg J., Beyron R. Organizational behavior: from theory to practice / Per. from English. - M: Vershina Publishing House, 2004, 878 p.

3. Ivanov I.N. Corporation Management: A Textbook. - M .: INFRA-M, 2004, 256 p.

4. Corporate ethics and value management. Sat. articles on the materials of the international conference "Corporate ethics and value management", November 20-21, 2003, 232 p.

corporate culture behavior

The concept of corporate culture includes a very important aspect, called corporate behavior, and includes a variety of actions related to the management of business companies. The basic principles of corporate behavior began to be formulated in the early 1990s. in the "codes of corporate conduct" adopted in the countries with the most developed capital markets: England, USA and Canada. These codes governed the practice of corporate conduct, in particular, issues of ensuring the interests of shareholders, accountability of directors and company management. Since then, many countries have issued codes of conduct with appropriate guidelines.

A number of these codes contain rules that repeat the provisions of the law on companies and securities. At the same time, they contain principles and rules that are not legally binding. The legal status of these codes varies from country to country. Somewhere they are part of the prerequisites that a company needs to meet in order for its securities to be listed on the exchange. In other countries, the code is a guideline document only and is not associated with any mandatory requirements.

A draft code of corporate conduct has been developed in Russia. This code does not replace the laws and regulations on joint stock companies, but regulates those issues that lie outside the legislative sphere. These are questions of morality, ethical standards of behavior, rules of business communication, etc. The main provisions of the code are aimed at maintaining and developing normal, civilized relations between the company, its partners, shareholders and government authorities.

The norms of corporate conduct apply to all types of business entities, but they are most important for corporations. This is due to the fact that it is in corporations that the separation of ownership from management takes place, in connection with which conflicts between shareholders and the company's management are possible.

The main goal of corporate conduct standards is to protect the interests of shareholders, including minority shareholders. At the same time, the higher the degree of protection of shareholders' interests, the more substantial investments a company can count on.

The draft code of corporate conduct developed in Russia includes the following principles:

1. Trust between participants in corporate relations is the basis for building intracorporate relations

The relationship between shareholders, members of the board of directors and the executive bodies of the company should be based on mutual trust and respect. Mutual trust and respect between participants in corporate relations is possible provided that each of them in good faith and without abuse exercises his rights, fulfills his duties and is guided by the interests of the company and its shareholders.

A necessary condition for shareholders to trust the board of directors and the executive bodies of the company is the establishment in the company of such a corporate conduct procedure that ensures equal treatment of all shareholders of the company, openness in making corporate decisions and implies personal responsibility and accountability of members of the board of directors and executive bodies to the company and its shareholders. and in the case of members of executive bodies, their responsibility and accountability to the board of directors of the company.

2. Ethical standards of corporate conduct

Ethical standards of doing business are the basis for the formation of a corporate conduct policy.

In addition to adhering to applicable laws and corporate conduct rules, Russian joint stock companies must adhere to certain standards of business ethics in their daily business activities.

Adherence to business ethics is not only a moral imperative, but also serves to protect society from risks, supports long-term economic growth and promotes successful business activities.

Ethical standards, along with legislation and best corporate conduct practice, shape the company's corporate conduct policy based on the interests of shareholders and management, which helps to strengthen the company's position and increase its profits.

Company officials must conduct their business in good faith and reasonably with due care and discretion, avoiding conflicts with other officials and shareholders.

Members of the boards of directors of the company's executive bodies, as well as employees of the company, must perform their professional functions in good faith and reasonably, with due care and discretion in the interests of the company and its shareholders, avoiding conflicts of interest. They must ensure that their activities are fully consistent not only with the requirements of applicable law, but with the goals and spirit of the law, ethical standards and generally accepted norms of behavior.

Decision-making by shareholders, members of boards of directors and executive bodies of the company should be based on the principle of transparency and adequacy, since a market economy implies that business participants provide each other with reliable information in a timely manner and with respect for confidentiality standards. In the event of corporate conflicts, members of boards of directors and executive bodies, as well as other employees of companies, must find ways to resolve them through negotiations in order to ensure effective protection of both the rights of shareholders and the business reputation of the company.

3. Equal treatment of shareholders

Corporate conduct is based on equal treatment of shareholders, including minority and foreign shareholders. All shareholders should be able to receive effective protection in the event of violation of their rights.

Members of the board of directors and executive bodies are obliged to govern the company in the interests of all its shareholders. Among the most serious abuses of Russian joint-stock companies in the area of \u200b\u200bcorporate behavior today, it is worth noting the management of companies in the interests of large shareholders of the company while deliberately ignoring the rights and interests of minority shareholders.

4. Rights of shareholders

Shareholders must be provided with:

· Reliable and effective methods of registration of ownership rights to shares, as well as the possibility of free and quick disposal of their shares;
· The right to participate in the management of a joint-stock company by making decisions on the most important issues of the company's activities;
· The right to participate in the profits of the company;
· The right to receive regular and timely complete and reliable information about the company.

Important corporate decisions include those decisions that, in accordance with the Law "On Joint Stock Companies", require approval by their shareholders, as well as any other decisions that lead to a significant change in the company's activities or financial position.

One of the most widespread abuses in recent years is the attempt by some Russian joint stock companies to break up transactions into a series of interrelated but smaller transactions in order to justify a narrow and formal interpretation of the requirement for shareholders to approve transactions of a certain scale.

Abuses in the area of \u200b\u200baccrual and payment of dividends by Russian joint-stock companies are widespread everywhere. The situation must be changed in order to ensure the basic right of shareholders to participate in the company's profits.

5. Management bodies of the company

The practice of corporate conduct should ensure that members of the board of directors and executive bodies of the company carry out conscientious activities with due responsibility and discretion, in compliance with the requirements of the law and invariably in the interests of the company and all its shareholders.

Members of the executive bodies, when managing the company, must follow the decisions of the board of directors and

the policy pursued by him, avoiding conflicts of interest, and be accountable to members of the board of directors and shareholders of the company.

Remuneration to members of the executive bodies and the board of directors of the company should depend on the results of the company's activities.

Members of the board of directors and executive bodies of the company should be held accountable to the company for improper performance of their duties.

6. Company transactions

All transactions of the company must be carried out in good faith, in the interests of the company, take into account the interests of all its shareholders and have the goal of making the company profit, as well as increasing the value of the company's assets.

The procedure for a company to conclude transactions in which there is an interest must ensure the interests of all shareholders.

Interested party transactions must be made on commercial terms corresponding to transactions between persons not related to each other, and approved by non-interested shareholders, members of the board of directors of the company on the basis of complete information about such an interest provided before the transaction is concluded.

The procedure for reorganization and takeover of a company should ensure the interests of shareholders and the ability of shareholders to exercise control over the actions of the company's management bodies in the process of reorganization and takeover.

7. Disclosure of information

The board of directors, executive bodies and officials of the company must promptly provide shareholders and each other with complete and accurate information about the activities and financial position of the company, about the corporate behavior that has developed in it, about the capital structure and large shareholders of the company, about issues submitted for approval by shareholders ... They do not have the right to use confidential or other non-equitable information about society in their personal interests or in the interests of third parties and must take adequate measures to protect such information.

Joint-stock companies must ensure such a level of disclosure of information to shareholders and investors of the company, which will allow them to make informed decisions regarding the acquisition or disposal of shares and other securities of the company. Due openness of joint stock companies to the investment community helps to attract investments and increases the company's capitalization. At the same time, the company's management bodies must determine the boundaries of information disclosure, since the disclosure of certain information that is not subject to mandatory disclosure in accordance with current legislation and the company's internal documents may not meet the interests of the company and shareholders.

A necessary condition for shareholders to trust the company, members of its executive bodies and the board of directors is an equal opportunity for all shareholders to timely and promptly receive reliable and complete information about the company's activities and its real financial position. When covering its activities, the company should not shy away from disclosing negative information about itself, since it is necessary for shareholders and potential investors to make an investment decision.

Information on the capital structure and large shareholders of the company is necessary for shareholders and potential investors to make informed decisions, as well as to identify related-party transactions. Such information should include information on agreements known to the company between major shareholders in relation to the exercise of voting rights on the shares they hold.

8. Continuous improvement of standards of corporate conduct is the duty of every joint-stock company

Russian joint stock companies should develop and improve standards of corporate conduct that ensure compliance with applicable law, adherence to the rules of corporate conduct, as well as ethical standards for doing business.

In particular, companies should familiarize members of the board of directors, members of executive bodies, other officials and employees of the company with the rules of corporate conduct, as well as introduce an internal control system to ensure that the company's activities comply with existing legislation. This creates the preconditions for the implementation of the best practices of corporate conduct and corporate ethics.

The chapter on corporate legal relations , it was about the fact that the category of corporate legal relations includes only those that are regulated the rule of law ... However, in some cases, the norms morality and ethics are also important to corporate relations, although they may not be mandatory. It is not for nothing that we often talk about the so-called business etiquette, customs business turnover, business practice, etc. All of this has a certain value for corporations and largely determines corporate behavior.

The concept of corporate relations was introduced to improve management joint stock companies, security right and the legitimate interests of shareholders, as well as ensuring the disclosure of information to investors. Corporate relations within the framework of corporate behavior are not always legal in nature.

Corporate conduct should ensure a high level of business ethics in relations between market participants.

The company can develop its own code of corporate conduct in accordance with the recommendations of the Code of corporate conduct or include some of its provisions in its internal documents. Based on its organizational and legal form, industry sector, capital structure and other features, the company has the right to use those recommendations of the Code of Corporate Conduct that it deems acceptable for itself.

Most of the generally recognized principles of corporate conduct have already been reflected in Russian legislation, but the practice of their implementation, including judicial practice, and the traditions of corporate conduct are still being formed.

The current Russian legislation on business entities has a relatively short development period, but it has already reflected most of the generally recognized principles of corporate behavior.

However, the main problems of corporate behavior are associated not so much with the quality of legislation as with the absence of a long-term practice of corporate relations, in connection with which the traditions of corporate behavior are still being formed.

The creators of the Code of Corporate Conduct proceeded from the principle that proper corporate conduct cannot be ensured only by legal norms. It is obvious that the legislation does not regulate, and indeed cannot regulate all the issues arising in connection with the management of societies.

First, the legislation establishes and should establish only general binding rules. It cannot and should not seek to settle in detail all the issues of the activities of societies. The detailing of legal norms impedes the work of societies, since each of them is unique and the peculiarities of its activities cannot be fully reflected in legislation. Therefore, legislation often either does not contain any rules governing the relevant relations (and the lack of regulation is by no means always a gap in the legislation), or it establishes a general rule, leaving the participants in such relations with the opportunity to choose their behavior.

Secondly, the legislation turns out to be unable to respond in a timely manner to changes in corporate behavior practice, since amending the legislation takes a long time.

Many issues related to corporate behavior are outside the legal sphere and are ethical, not legal.

The ethical norms used in the business community are an established system of norms of behavior and business customs, not based on legislation and forming positive expectations regarding the behavior of participants in corporate relations. Ethical standards of corporate behavior form stable stereotypes of behavior common to all participants in corporate relations. Adherence to ethical standards is not only a moral imperative, but also helps society to avoid risks, supports long-term economic growth and promotes successful implementation.

Ethical norms, along with legislation, form the corporate governance policy of the company, based on accounting interests of shareholders and management of the company, which helps to strengthen the position of the company and increase its arrived.

The Code of Conduct provides guidance on best corporate conduct practice, which, however, is not binding. The Code is given a special place in the development and improvement of Russian corporate behavior practice. It has an important educational role to play in setting standards for the governance of Russian societies and in facilitating the further development of the Russian stock market.

The Code of Corporate Conduct was developed in accordance with the provisions of the current Russian legislation, taking into account the existing Russian and foreign corporate behavior practices, ethical standards, specific needs and conditions of activity of Russian companies and Russian capital markets at the current stage of their development.

The provisions of the Code are based on the internationally recognized principles of corporate governance developed by the Organization for Economic Cooperation and Development (OECD), in accordance with which in recent years a number of other states corporate governance codes and similar documents were adopted.

The Code of Corporate Conduct discloses the basic principles of best practice of corporate conduct, in accordance with which Russian companies can build their system of corporate conduct, and also contains recommendations for the practical implementation of these principles and the disclosure of relevant information.

When forming their own corporate conduct policy, companies independently determine whether they will follow the rules and procedures recommended by the Code of Corporate Conduct, or develop other rules and procedures in accordance with the principles of corporate conduct set forth therein.

Principles of corporate conduct

Corporate conduct should be based on respect right and the legitimate interests of its participants and promote effective activities society , including increasing the value of the company's assets, creating jobs and maintaining the financial stability and profitability of the society.

The basis for efficient operation and investment attractiveness of a company is trust between all participants in corporate conduct. Principles of Corporate Conduct aim to build trust in relationships arising from management society.

The principles of corporate behavior are the initial principles underlying the formation, functioning and improvement of the corporate governance system of companies.

They are the basis for the recommendations of the Code of Corporate Conduct, as well as the basic principles that should be guided in the absence of such recommendations. These principles are formulated with taking into account Principles of corporate governance of the Organization for Economic Cooperation and Development (OECD), international practice in the field of corporate conduct, as well as the experience gained in Russia since the adoption of the Federal the law "About joint stock companies ».

The practice of corporate conduct should provide shareholders with a real opportunity to exercise their rights related to participation in the company.

Shareholders must be provided with reliable and efficient accounting methods property rights for shares, as well as the possibility of free and quick disposal of their shares.

the procedure for announcing the general meeting of shareholders gave shareholders the opportunity to properly prepare for participation in it;
shareholders were given the opportunity to familiarize themselves with the list of persons entitled to participate in the general meeting of shareholders;
the place, date and time of the general meeting were determined in such a way that the shareholders had a real and not burdensome opportunity to take part in it;
the shareholders' rights to demand the convocation of the general meeting and make proposals to the agenda of the meeting were not associated with unjustified difficulties in confirming the existence of these rights by the shareholders;
each shareholder had the opportunity to exercise his voting rights in the simplest and most convenient way for him.

Shareholders should be given the opportunity to participate in arrived society, and for this it is recommended:

establish a mechanism for determining the amount of dividends and their payment, transparent and understandable to shareholders;
provide sufficient information to form an accurate understanding of the availability of conditions for the payment of dividends and the procedure for their payment;
to exclude the possibility of misleading shareholders regarding the financial position of the company when paying dividends;
ensure such a procedure for the payment of dividends, which would not be associated with unjustified difficulties in receiving them;
provide for measures applied to executive bodies in case of incomplete or untimely payment of declared dividends.

Shareholders have the right to receive regular and timely complete and reliable information about the company, which is implemented by:

providing shareholders with comprehensive information on each item on the agenda when preparing the general meeting of shareholders;
inclusion in the annual report provided to shareholders of the necessary information to assess the results of the company's activities for the year;
introduction of the position of the corporate secretary, whose tasks include providing shareholders with access to information about the company.

Shareholders must not abuse their rights.

Actions of shareholders carried out solely with the intention of causing harm to other shareholders or the company, as well as other abuse of shareholders' rights are not allowed.

Trust in the company is based to a very large extent on the equal attitude of the company towards equal shareholders. Equal shareholders for the purposes of the Code of Corporate Conduct are shareholders who own the same number of shares of the same type (category). Compliance with this principle is ensured:

the establishment of a procedure for conducting a general meeting that provides a reasonable equal opportunity for all persons present at the meeting to express their views and ask questions of interest;
establishing a procedure for performing significant corporate actions, which allows shareholders to receive full information about such actions and guarantees the observance of their rights;
a prohibition to carry out transactions using insider and confidential information;
election of members of the board of directors, members of the management board and the general director in accordance with a transparent procedure that provides shareholders with full information about these persons;
provision by members of the board, the general director and other persons who may be recognized as interested in committing deal , information about such interest;
taking all necessary and possible measures to resolve the conflict between the body of the company and its shareholder (shareholders), as well as between shareholders if such a conflict affects the interests of the company (corporate conflict).

The practice of corporate conduct should ensure that the board of directors exercises strategic management of the company's activities and ensures effective control on his part for the activities of the executive bodies of the company, as well as the accountability of members of the board of directors to its shareholders.

The Board of Directors determines the development strategy of the company, and also ensures effective control over the financial and economic activities of the company.

To this end, the board of directors approves:

priority areas of the company;
financial and business plan;
internal control procedures.

The composition of the board of directors of the company should ensure the most effective performance of the functions assigned to the board of directors. For this it is necessary that:

members of the board of directors were elected through a transparent procedure that takes into account the diversity of shareholders' opinions, ensures that the composition of the board of directors complies with legal requirements and allows the election of independent board members (independent director);
the board of directors included a sufficient number of independent directors;
the procedure for determining the quorum for board meetings ensured the participation of non-executive and independent directors.

Board members must actively participate in board meetings and board committees.

It is most expedient for companies to create a collegial executive body (board), whose competence should include solving the most complex issues of managing the company's current activities.

The composition of the executive bodies of the company should ensure the most effective implementation of the functions assigned to the executive bodies. For this:

the CEO and members of the management board must be elected in accordance with a transparent procedure that provides shareholders with full information about these persons;
when deciding to transfer the powers of the sole executive body to the managing organization (manager), shareholders must have complete information about the managing organization (manager), including information about the risks associated with the transfer of powers to the managing organization (manager), justification of the need for such a transfer, confirmation of the existence of the manager organization (manager) of funds to compensate for losses to the company in the event of their occurrence through the fault of the management organization (manager), as well as the project contract concluded with the managing organization (manager);
the CEO and members of the board should have sufficient time to fulfill their assigned responsibilities.

The practice of corporate conduct should ensure the timely disclosure of complete and reliable information about the company, including about its financial position, economic indicators, structure property and management in order to ensure the possibility of making informed decisions by the company's shareholders and investors.

Shareholders should be able to receive complete and reliable information, including on the financial position of the company, the results of its activities, on the management of the company, on the major shareholders of the company, as well as on material facts affecting its financial and economic activities. The company should exercise control over the use of confidential and insider information.

The practice of corporate conduct should take into account the rights of interested parties provided for by law, including the company's employees, and encourage active cooperation between the company and interested parties in order to increase the company's assets, the value of shares and other valuable papers society, creating new jobs.

To ensure the efficient operation of the company, its executive bodies must take into account the interests of third parties, including the company's creditors, states and municipalities , on the territory which is the company or its structural units. The management bodies of the company must promote the interest of the employees of the company in the effective work of the company.

The practice of corporate conduct should ensure effective control over the financial and economic activities of the company in order to protection of rights and the legitimate interests of shareholders. It is recommended that the company create an efficiently functioning system of daily control over its financial and economic activities. For this, the company's activities must be carried out on the basis of a financial and business plan, annually approved by the company's board of directors.

The company needs to delimit the competence of the bodies and persons involved in the system of control over its financial and economic activities that develop, approve, use and evaluate the internal control system. It is best to entrust the development of internal control procedures to the internal control service (control and audit service), independent of the company's executive bodies, and the approval of internal control procedures - to the company's board of directors.

Practitioners recommend establishing effective interaction between internal and external audit ... For this purpose, the audit committee evaluates candidates for auditors of the company, the conclusion of the audit organization (auditor) of the company, prior to its submission for approval by the general meeting of shareholders, is submitted for assessment to the audit committee.

Concept of material corporate actions

Significant corporate actions are usually referred to as committing society a range of actions that can lead to fundamental corporate change, including a change right shareholders. Significant corporate actions must be accompanied by maximum openness and transparency. When performing such actions, the company should be guided by the principles of trust and openness enshrined in the Code of Corporate Conduct.

Significant corporate actions should primarily include such actions as reorganization of the company, acquisition of 30% or more of the company's outstanding shares (takeover), which significantly affect the structural and financial condition of the company and, accordingly, the position of shareholders. They also include committing major deals and transactions in which there is an interest, decrease or increase in the statutory capital , amendments to the charter of the company and a number of other issues, the solution of which is fundamental for the company.

1. Making major transactions. The procedure for concluding large transactions can be extended to transactions that, although they do not meet the signs of large transactions established by law, are of significant importance for society. The basis for classifying transactions as large is the ratio of the book value or purchase price of the property that is the object of such a transaction to the book value of all the company's assets. At the same time, the legislation stipulates that the procedure for the conclusion of large transactions can be extended by the charter of the company to other cases of transactions. In this regard, it is recommended that the charter of the company provide for the possibility of extending the procedure for concluding major transactions to other transactions if they are of significant importance for the company or if this is caused by the specifics of the company's activities, with the exception of transactions made in the course of the company's ordinary business activities. For example, the procedure for approval by the general meeting of shareholders of major transactions can be extended to a transaction for the sale of a block of shares in a subsidiary, as a result of which the company is deprived of its predominant participation in its authorized capital.

When deciding on the inclusion in the company's charter of provisions on the extension of the procedure for concluding large transactions to other transactions that are of significant importance to the company, it is necessary to ensure a reasonable balance between effective management daily activities of the company by its executive bodies and effective supervision of the activities of executive bodies by the board of directors and the general meeting of shareholders.

IN joint stock companies with large assets, it is advisable to extend the procedure for concluding large transactions to transactions with property, the value of which exceeds a certain absolute limit. In addition, it is advisable to extend the procedure for concluding large transactions to transactions with certain property of the company, which is of particular importance for its economic activities.

If there is any doubt as to whether a transaction is large, it is recommended that such a transaction be made in accordance with the procedure provided for large transactions.

It is important that all major transactions are approved before they are finalized.

In accordance with the legislation, the lack of approval of a major transaction makes it voidable, which creates the risk of the transaction being recognized as invalid and creates instability in the company's relations with counterparties. Therefore, although the law does not preclude the possibility of subsequent approval of a major transaction, it is recommended that such a transaction be pre-approved by the relevant authority. An independent appraiser must be engaged to complete a major transaction.

2. Acquisition of shares. In accordance with the legislation, a person intending, independently or jointly with its affiliates, to acquire 30% or more of the placed ordinary shares of a company with the number of shareholders - owners of ordinary shares of more than 1000, as well as every 5% over 30% of the placed ordinary shares of such a company, must send to society a written notice of such intention. This notice must be given at least 30 days before the date of purchase. If such a notification is received, the board of directors is recommended to inform shareholders about the consequences that the acquisition of the company's shares may have.

The opinion of the board of directors on the takeover is communicated to all shareholders of the company in accordance with the procedure established for the notification of the general meeting of shareholders. Notice will be sent prior to the proposed acquisition date to enable shareholders to make an informed decision to sell their shares or take any other action. At the same time, it is better for the board of directors to engage an independent appraiser to assess the current market value of the company's shares and possible changes in their market value as a result of the takeover.

Corporate acquisitions are generally one of the means of increasing efficiency corporate governance, in which the company's shareholders may be interested. At the same time, shareholders' interests may suffer as a result of the takeover. Thus, individual shareholders risk losing their ability to influence the management of the company, and the liquidity of the company's shares and their market value may decrease. Therefore, the measures taken by the company to prevent the takeover should be conditioned by the interests of the shareholders.

In this regard, one should not take any actions aimed at protecting the interests of executive bodies (members of these bodies) and members of the board of directors, as well as worsen the position of shareholders in comparison with the existing one. In any event, the board of directors must not until the end of the proposed term purchase of shares to decide on the issue of additional shares convertible into shares valuable papers , and securities granting the right to purchase shares of the company, even if the right to make such a decision is granted to him by the charter.

It is not recommended to release the acquirer from the obligation to offer shareholders to sell their ordinary shares of the company (equity securities convertible into ordinary shares) during a takeover.

In accordance with the legislation, the acquirer may be exempted from the obligation to offer shareholders to sell their ordinary shares of the company (equity securities convertible into ordinary shares) by the decision of the general meeting of shareholders or the charter of the company.

The reasons why the general meeting of shareholders can release the new owner of shares from the obligation to offer shareholders to sell their shares are not defined by law.

Practical arguments in favor of such a decision can be reduced, for example, to the desire to attract an investor into society without imposing an additional financial burden on him. At the same time, the release of the investor from this obligation may significantly affect the interests of small shareholders. Therefore, in most cases, it is undesirable to release the acquirer from the obligation to offer shareholders to sell their shares.

In the event of a takeover, the legislation stipulates that the acquirer is obliged to offer all shareholders to sell their ordinary shares and equity securities convertible into ordinary shares. In accordance with the legislation, such a proposal must be made to all shareholders of the company in writing, but there is no specific procedure for sending it in the legislation. This proposal must be sent to the society, which must be enshrined in its charter. In this case, the secretary of the company must ensure the further direction of the proposal to all shareholders of the companies at the expense of the company and in the manner prescribed for the notification of the general meeting.

3. Reorganization of the company. With regard to such a significant action as the reorganization of the company, the board of directors should actively participate in determining the conditions for the reorganization of the company.

The legislation provides that the issue of reorganization of the company is submitted to the decision of the general meeting of shareholders upon the proposal of the board of directors. In turn, the decision of the board of directors to bring the issue of reorganization to a meeting of shareholders should be made only if the board of directors is sure of the need for reorganization and the terms of the reorganization agreed upon by the executive bodies legal entities - participants in the proposed reorganization are acceptable. Prior to making a decision on reorganization, individual board members should participate in executive negotiations on reorganization and organize discussion of the progress of these negotiations by the board of directors. It is recommended that the board of directors establish a special committee to work with executive bodies on this issue.

The board of directors approves the final drafts of documents and submits the issue of reorganization to the decision of the general meeting of shareholders, attaching the position of the board of directors on this issue.

In order to make a decision on bringing the issue of reorganization to the general meeting of shareholders, the board of directors must be provided with information and materials related to the proposed reorganization. Their list should include the following documents:

project contract on merger (acquisition) or draft resolution on division (separation);
the draft of the constituent documents of the newly created as a result of the merger, division (separation) or transformation of organizations, or the constituent documents of the organization to which the affiliation is carried out;
annual reports and annual balance sheets of all organizations participating in the merger (accession) for the last three financial years;
quarterly reports drawn up no later than six months prior to the date of the meeting at which the issue of reorganization is being submitted, if more than six months have passed since the end of the last financial year;
draft deed of transfer and separation balance sheet;
justification for the reorganization.

It is better to engage an independent appraiser to determine the ratio of the conversion of shares during the reorganization. However, the legislation does not require the involvement of an independent appraiser to determine the ratio of the conversion of shares.

Notification of the holding of a joint general meeting must be carried out by each company participating in the merger (accession), in the manner prescribed for this company.

Notification of the holding of a joint general meeting must be made by each company participating in the merger (accession), in the manner prescribed for this company. At the same time, the boards of directors of the reorganized companies are recommended to hold a joint meeting in order to determine the date, place and time of the joint general meeting of shareholders, and in the case of voting in absentia - the date by which the completed ballots should be sent and the mailing address to which they should be directed. It is necessary that the decisions taken at a joint meeting of the boards of directors take into account the interests of shareholders of all companies participating in the merger (acquisition).

The legislation does not establish the procedure for voting at the joint general meeting of participants of legal entities participating in the merger or acquisition, leaving the opportunity to determine such a procedure in the merger (accession) agreement. When determining the procedure for voting at a joint general meeting, it is better to adhere to the voting procedure established by law for the general meeting of the legal entity being created. At the same time, the agreement on merger (accession) must specify the persons who will perform the functions of the bodies of the general meeting, preferably from among those performing the corresponding functions in legal entities participating in the merger (accession). In addition, this agreement must specify the persons who will determine the voting results.

Requirements for the liquidator and members of the liquidation commission must comply with the requirements for the executive bodies of the company.

To carry out the liquidation of the company, the legislation provides for the appointment of a liquidator and a liquidation commission, which for the period of liquidation are assigned the role of the executive bodies of the company. In this regard, it is necessary to present requirements to the liquidator and members of the liquidation commission, similar to the requirements for the executive bodies of the company.

Corporate conflicts and their settlement

Implementation society business activities , the successful solution of tasks and the achievement of the goals set for the company during its establishment are possible only if there are conditions for the prevention and settlement of corporate conflicts - between the bodies of the company and its shareholders, as well as between shareholders if such a conflict affects the interests of the company. The presence of a conflict indicates contradictions within the corporation, the existence of multidirectional interests. In some cases, this is a normal phenomenon inherent in the activities of any organization. Corporate conflicts can arise between different actors corporate law , for example, between corporate officials, a corporate official and its shareholder, corporate bodies, etc. Corporate conflicts arise over corporate activities and are expressed in various kinds of collision of interests of corporate entities. The contradiction between the subjects of corporate activity can be regarding not only goals, but also the means of achieving them.

Prevention and settlement of corporate conflicts in society equally allow to ensure compliance and protection right shareholders and protect the property interests and business reputation of the company. Preventing and settling corporate conflicts is facilitated by the company's exact and unconditional observance of the legislation, as well as its conscientious and reasonable behavior in relations with shareholders.

Since the legislation does not establish requirements for mandatory compliance with any pre-trial procedures in order to resolve corporate conflicts, the application of these procedures largely depends on the will of the society itself. The relevant rules can be included in the charter or in other internal documents of the company.

The provisions on the pre-trial settlement of corporate conflicts do not prevent persons whose rights have been violated from applying to the courts.

Efficiency work on the prevention and settlement of corporate conflicts presupposes the most complete and prompt identification of such conflicts, if they have arisen or may arise in the company, and clear coordination of actions of all bodies of the company.

Any disagreement or dispute between the body of the company and its shareholder that arose in connection with the participation of the shareholder in the company (including regarding the proper implementation of the recommendations of the Code of Corporate Conduct or internal documents of the company adopted in accordance with the recommendations of the Code), or disagreement or dispute between shareholders, if it affects the interests of the company, in its essence is a corporate conflict, as it affects or may affect relations within the company. Therefore, it is necessary to ensure that such conflicts are identified at the earliest stages of their development and that society, its officials and employees pay close attention to them.

Accounting corporate conflicts are best left to the secretary of the company. He registers applications, letters and requests received from shareholders, gives them a preliminary assessment and submits them to the body of the company, which is responsible for the consideration of this corporate conflict.

IN branches and representative offices society, the organization of such work can be assigned to the persons who head them. But even in this case, the secretary of the company must have full information about corporate conflicts that have arisen in branches and representations society.

The effectiveness of the company's work to prevent and settle corporate conflicts depends on how quickly they are resolved. Therefore, society is advised as soon as possible timing determine their position on the essence of the conflict, make an appropriate decision and bring it to the attention of the shareholder.

The company's position in a corporate conflict should be based on the provisions of the law.

In many cases, the prevention of corporate conflicts and their settlement is greatly facilitated by the timely bringing to the attention of the shareholder of a clear and justified position of the company in the conflict. In addition, the provision of comprehensive information by the company to the shareholder on the issue that is the subject of the conflict allows the shareholder to prevent repeated appeals to the company with the same demand or request and to create conditions that provide the shareholder with the opportunity to exercise and protect their rights and interests. The response of the company to the shareholder's request must be complete and thorough, and the message about the refusal to satisfy the request or demand of the shareholder must be motivated and based on the provisions of the law.

The consent of the company to satisfy the demand of the shareholder may be associated with the need for the shareholder to perform any actions stipulated by legislation, the charter or other internal documents of the company. In such a case, in the company's response, the shareholder must comprehensively indicate such conditions, as well as provide the information necessary for their implementation (for example, the amount of payment for making copies of documents requested by the shareholder or the company's bank details).

In cases where there is no dispute between the shareholder and the company on the merits of their commitments , but disagreements have arisen about the procedure, method, timing and other conditions for their implementation, the company is recommended to invite the shareholder to settle the disagreements that have arisen and set out the conditions on which the company is ready to satisfy the shareholder's demand.

It is important to clearly delineate the competence of the company's bodies to consider and resolve corporate conflicts.

The sole executive body, on behalf of the company, must resolve corporate conflicts on all issues, decision-making on which is not attributed to the competence of other bodies of the company.

The person acting as the sole executive body of the company independently determines the procedure for conducting work to resolve corporate conflicts.

The company's board of directors must resolve corporate conflicts on issues within its competence. For this purpose, the board of directors may form a special committee for settlement of corporate conflicts from among its members.

It is also advisable to transfer certain corporate conflicts that fall within the competence of the sole executive body of the company for consideration by the board of directors or the committee created by it for the settlement of corporate conflicts (for example, if the subject of the conflict is the actions (inaction) of this body or the acts adopted by it).

The procedure for the formation and operation of the committee for the settlement of corporate conflicts is determined by the board of directors.

If necessary, an agreement on the settlement of a corporate conflict may be signed between the company and the shareholder. A decision on the settlement of a corporate conflict agreed with a shareholder may also be made and formalized by the relevant body of the company in the same order as this body makes its other decisions.

The bodies of the company, in accordance with their competence, facilitate the implementation of agreements signed on behalf of the company with shareholders, as well as implement their decisions on the settlement of a corporate conflict or organize the implementation of the decision.

In order to ensure the objectivity of the assessment of a corporate conflict and create conditions for its effective settlement, persons whose interests are affected or may be affected by the conflict should not take part in making a decision on this conflict.

If a conflict at any stage of its development affects or may affect the interests of the person performing the functions of the sole executive body of the company, then its settlement should be transferred to the board of directors of the company or to its committee for the settlement of corporate conflicts. Members of the board of directors whose interests are or may be affected by a conflict should not be involved in resolving this conflict.

A person who, by virtue of his powers in society, is obliged to participate in the resolution of conflicts, must report that the conflict affects or may affect his interests, immediately as soon as he becomes aware of it.

In the event of a corporate conflict between the shareholders of the company, which can affect the interests of the company itself or its other shareholders, the body of the company responsible for considering this dispute should decide whether this dispute affects the interests of the company and whether its participation will contribute to the settlement of such a dispute, and to take all necessary and possible measures to resolve such a conflict.

If a corporate conflict occurs between the shareholders of the company, then the person acting as the sole executive body of the company has the right to offer shareholders the services of the company as a mediator in resolving the conflict.

With the consent of shareholders who are parties to a corporate conflict:

in addition to the sole executive body of the company, the board of directors of the company or the committee of the board of directors for conflict resolution may also act as an intermediary in its settlement;
bodies of the company (their members) can participate in negotiations between shareholders, provide shareholders with information and documents at their disposal and related to the conflict, explain the norms of joint stock legislation and the provisions of internal documents of the company, give advice and recommendations to shareholders, prepare draft documents on conflict resolution for their signing by shareholders, on behalf of the company, within the limits of its competence, to assume obligations to shareholders to the extent that this can contribute to the settlement of the conflict.

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