The result of corporate behavior. FKTSB - code of corporate conduct. Executive bodies of the society

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.

Subject 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 undoubted advantage in attracting investments. According to investors, good corporate governance ensures the honesty of management and transparency of the company's activities, 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 economy and the well-being of citizens have necessitated awareness of the importance of the problem of corporate governance in our country, the emergence of which is inevitably associated with the transition to new system management.

In most industrial developed countries norms in the field of corporate governance, management systems, as well as standards of ethical behavior have already appeared and are legally fixed. While specific issues may be treated differently 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 interests of society in the territory where this company carries out its activities.

In this paper, we will consider the following questions:

Principles (norms) of corporate behavior;

Forms of reorganization of a joint-stock company.

Principles (norms) of corporate behavior

Corporate behavior is a concept that covers 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 necessary for economic growth. One way is to introduce certain standards established on the basis of an analysis of the best practices of corporate behavior. The standards of corporate conduct are applicable to business companies of all types, 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 the recommendation for the application of the Code of Corporate Conduct" dated 4.04.2002. No. 421/r (together with the "Code of Corporate Conduct" dated April 5, 2002). of a joint-stock company (Company), which establishes the key principles of employee behavior, is binding on all employees and serves to strengthen business reputation.

The main principles of corporate behavior began to be formulated in the early 1990s. in the Codes of Corporate Conduct adopted in countries with the most developed capital markets: England, the USA and Canada. These codes regulated the practice of corporate conduct, in particular, the issues of ensuring the interests of shareholders, the accountability of directors and the management of the company. Since then, many countries have issued codes of corporate conduct with relevant guidelines. Legal status These codes vary from country to country. Somewhere they are part mandatory conditions that companies need to comply with. In other countries, the code is a document that is only advisory in nature and is not associated with any mandatory requirements.

The purpose of applying the standards of corporate conduct is to protect the interests of all shareholders, regardless of the size of the block of shares they own. The higher the level of protection of the interests of shareholders can be achieved, the more investments Russian joint-stock companies will be able to count on, which will positive influence on the Russian economy generally.

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

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 must be provided with reliable and effective ways accounting for ownership rights to shares, as well as the possibility of free and quick alienation 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 that: general meeting 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 easy opportunity to take part in it; the rights of shareholders to demand the convening of a general meeting and to make proposals for the agenda of the meeting were not associated with unreasonable difficulties in confirming the existence of these rights by shareholders; each shareholder had the opportunity to exercise the right to vote 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 pay them; provide sufficient information to form an accurate idea of ​​the existence 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 paying dividends that would not be associated with unjustified difficulties in obtaining them; provide for measures to be applied to the executive bodies in case of incomplete or untimely payment of dividends. Shareholders have the right to regular and timely receipt of complete and reliable information about the company. This right is exercised by: providing shareholders with comprehensive information on each issue 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 a corporate secretary, whose tasks include providing shareholders with access to information about the company. Shareholders must not abuse the rights granted to them. Actions of shareholders carried out solely with the intent to cause harm to other shareholders or the company, as well as other abuses of the rights of shareholders, are not allowed.

2. The practice of corporate conduct should ensure equal treatment of shareholders who own an equal number of shares of the same type (category). All shareholders should be able to obtain effective protection in case of violation of their rights. Compliance with this principle is ensured by: establishing a procedure for conducting a general meeting that ensures reasonable equal opportunity to all persons present at the meeting to express their opinion and ask questions of interest to them; establishing a procedure for performing significant corporate actions, allowing shareholders to receive full information about such actions and guaranteeing the observance of their rights; 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 providing for the provision of full information to shareholders about these persons; providing members of the board, the 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 implements strategic management activities of the company and effective control on its part over 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 company's development strategy and 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's activities; financial and economic plan; procedures internal control.

The composition of the board of directors of the company should ensure the most efficient implementation of the functions assigned to the board of directors. To this end, it is recommended that: members of the board of directors be elected through a transparent procedure that takes into account the diversity of opinions of shareholders, ensures that the composition of the board of directors complies with legal requirements and allows the election of independent members of the board of directors; the board of directors included a sufficient number of independent directors. It is recommended that members of the board of directors actively participate in meetings of the board of directors and committees of the board of directors. It is recommended that meetings of the board of directors be held: Regularly in accordance with a specially developed plan. It is recommended to create committees in the board of directors for preliminary consideration of the most important issues related to 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 board of the company; approved the terms of contracts with the general director and members of the board of the company, including the terms of remuneration and other payments.

4. The practice of corporate conduct should provide the executive bodies of the company with the opportunity to reasonably, in good faith, solely in the interests of the company to effectively manage the current activities of the company, as well as the accountability of the executive bodies to the board of directors of the company and its shareholders. Companies are recommended to create a collegial executive body (board), whose competence should include the solution of the most complex issues of managing the current activities of the company. The composition of the company's executive bodies should ensure the most efficient implementation of the functions assigned to the executive bodies. To this end, members of the management board must be elected in accordance with a transparent procedure that provides shareholders with full information about these persons; when making a decision to transfer the powers of the sole executive body to a managing organization (manager), shareholders must have complete information about the managing organization (manager). Executive bodies are recommended to act in accordance with the financial and economic plan of the company. The remuneration of the general director (managing organization, manager) and members of the collegiate 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 indicators, ownership and management structure in order to ensure the possibility of making informed decisions by the shareholders of the company and investors. Shareholders should have equal opportunity to access the same information. The information policy of the company should ensure the possibility of free and easy access to information about the company. The company must 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, including company employees, 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 shareholders. The company is recommended to delimit the competence of the bodies and persons involved in the development, approval, application and evaluation of the internal control system included in the system of control over its financial and economic activities. 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 are carried out in the company.

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

1. Principles of corporate conduct…………………………………………. … 5

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…………………………………………. 19

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 (Regulations on corporate information policy

OJSC "Aeroflot")

INTRODUCTION

"Corporate behavior" is a concept that covers 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 necessary for economic growth. Improving corporate behavior in Russian Federation- 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 may be the introduction of certain standards established on the basis of the analysis of the best practice of corporate behavior.

The standards of corporate conduct are applicable to business companies of all types, but they are most important for joint-stock companies. This is due to the fact that in joint-stock companies where there is often a separation of ownership from management, conflicts related to corporate behavior are most likely to occur. Therefore, the Code has been developed primarily for joint-stock companies entering the capital market. However, this does not exclude the possibility of its application by any other business companies.

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

The purpose of applying the standards of corporate conduct is to protect the interests of all shareholders, regardless of the size of the block of shares 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) will be able to count on, which will have a positive impact on the Russian economy as a whole.

Below are the prerequisites for the development of the Code of Corporate Conduct (hereinafter referred to as the Code). The Company may develop its own code of corporate conduct in accordance with general recommendations.

Legislation is unable to respond in a timely manner to changes in the practice of corporate behavior, since amendments to legislation require considerable time. Many issues related to corporate conduct lie outside the legislative realm and are ethical rather than legal in nature.

Many of the legal provisions governing corporate conduct are based on ethical standards. An example of such legal regulations can serve as the norms of civil law, establishing the possibility, in particular, in the absence of applicable law, to proceed from the requirements of good faith, reasonableness and fairness, as well as to carry out civil rights reasonably and conscientiously. Thus, the moral and ethical standards of reasonableness, fairness and good faith are an integral part of the current legislation.

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

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

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

The Code has a special place in the field of development and improvement of the Russian practice of corporate conduct. It should play an important educational role in setting standards for the management of Russian companies and in promoting the further development of the Russian stock market.

The objective of the Code is to reveal the main principles of the best practice of corporate conduct, in accordance with which Russian companies 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 participants and contribute to the effective 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 effective operation and investment attractiveness of the company is trust between all participants in corporate behavior. The principles of corporate conduct contained in this chapter are aimed at creating trust in relations arising in connection with the management of a company.

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 forth in this chapter are the basis for the recommendations contained in subsequent chapters of this Code, as well as the main principles that should be followed in the absence of such recommendations. These principles are formulated taking into account the 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 federal law"On Joint Stock Companies".

1. The practice of corporate conduct should ensure

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

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

the possibility of free and quick alienation 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 regular and timely receipt of complete and reliable information about the company.

1.5. Shareholders must not abuse the rights granted to them.

Actions of shareholders carried out solely with the intent to cause harm to other shareholders or the company, as well as other abuses of the rights of shareholders, are not allowed.

2. The practice of corporate conduct should ensure equal treatment of shareholders who own an equal number of shares of the same type (category). All shareholders should be able to obtain effective protection in case of violation of their rights.

3. The practice of corporate conduct should ensure the implementation of strategic management by the board of directors activities of the company and effective control on its part over the activities of the executive bodies of the company, as well as the accountability of members of the board of directors to its shareholders.

3.1. The Board of Directors determines the company's development strategy and 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 efficient implementation of the functions assigned to the board of directors.

3.4. The Board of Directors ensures the efficient operation of the company's executive bodies and controls it.

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

4.2. The composition of the company's executive bodies should ensure the most efficient 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 collegiate 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 indicators, 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 equal opportunity to access the same information.

5.2. The information policy of the society should ensure the possibility of free and easy access to

information about 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 significant facts affecting its financial and economic activities.

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

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

creation of new jobs.

6.1. To ensure the effective operation of the company, its executive bodies must take into account the interests of third parties, including the company's creditors, the state and municipalities on whose territory the company or its structural units.

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

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 a society create an effectively functioning system of daily control over its financial and economic activities. To this end, it is recommended that the activities of the company be carried out on the basis of a financial and economic plan annually approved by the board of directors of the company.

7.2. The company is recommended to delimit the competence of the bodies and persons involved in the development, approval, application and evaluation of the internal control system included in the system of control over its financial and economic activities. 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 executive bodies of the company, and the approval of internal control procedures - to the board of directors of the company.

2. GENERAL MEETING OF SHAREHOLDERS

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

A necessary condition for shareholders' confidence 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. Convocation and preparation for holding a 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 convening of a general meeting of shareholders and to make proposals for the agenda of the meeting should not involve excessive difficulties in proving the existence of these rights.

The shareholder's right to participate in the management of the company implies the ability to propose issues on the agenda of the general meeting and nominate candidates for members of the management bodies, as well as demand the convening of the general meeting. The legislation establishes certain requirements for the number of shares that a shareholder must own at the time of making the relevant offer. Most shares in Russia are issued in non-documentary form, and the legislation on the securities market makes it possible to record the rights to such shares both in the register and on a depo account with a depository. The company is not recommended to require the provision of any documents confirming the rights of a shareholder registered in the register. In this case, the company is recommended to check the availability of the relevant right in the registry. If the right to shares is recorded on a depo account, it is recommended that the statement of the relevant 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 participate in it.

1.7. It is recommended that each shareholder has the opportunity to exercise the right to vote in the simplest and most convenient way for him. 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. 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 the shareholders a form of power of attorney with a description of the procedure for filling it out together with the ballot paper form, and the shareholder is not obliged to use this form.

2. Holding a general meeting

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

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

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

In accordance with the law, the repeated general meeting of shareholders is competent (has a quorum) if it was attended by shareholders holding in aggregate at least 30% of the votes of the company's outstanding voting shares. For companies with more than 500,000 shareholders, a smaller quorum may be established for holding a repeated general meeting of shareholders, if it is provided for in the company's charter.

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

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

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

The most important decisions related to the activities of the company are made by the general meeting of shareholders within 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 definition of a strategy for the development of society and the exercise of control over the activities of its executive bodies require professional qualifications and efficiency. The legislation transfers decision-making on such issues to a special body of the company - the board of directors, which is elected at the general meeting of shareholders. In accordance with the law, the board of directors exercises general management of the company's activities, has broad powers and is responsible for improper performance their duties.

1. Functions of the board of directors

1.1. The Board of Directors determines the company's development strategy and adopts an annual financial and business plan.

Legislation imposes on the board of directors the duty to determine priority areas for the development of the company. Determining such directions, the board of directors sets the main guidelines for the company's activities in the long term.

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

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, and also 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 charter of the company in accordance with its tasks.

The legislation leaves the possibility of assigning additional issues to the competence of the board of directors, in addition to those provided for by the legislation. These issues should be determined in connection with its functions in such a way as to eliminate 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 implementation of the functions assigned to the board of directors.

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

3. Duties of members of the board of directors

3.1. Members of the board of directors must conscientiously and reasonably perform the duties assigned to them 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.

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 implementation of the functions of the board of directors. In addition, a clear definition of the duties of members of the board of directors increases the possibility of holding them accountable in cases stipulated by law.

4. Organization of the activities of the board of directors

4.1. The chairman of the board of directors must ensure the effective organization of the activities of the board of directors 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 agenda items. Considering that only the in-person form of meetings of the board of directors makes it possible to organize 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

Board of Directors should provide members of the Board of Directors with the opportunity to properly prepare for its holding.

4.5. Members of the board of directors should be provided with the opportunity to obtain all the information necessary for the performance of their duties.

4.6. Committee on strategic planning promotes

improving the efficiency of the company in the long term.

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

4.7. The Audit Committee provides 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 Human Resources and Remuneration Committee contributes to attracting qualified specialists to the management of the company and creating the necessary incentives for their successful work.

4.9. The Committee for the Settlement of Corporate Conflicts contributes to the prevention and effective resolution of corporate conflicts with the participation of shareholders of the company.

4.10. The Ethics Committee contributes to the observance of ethical norms by society and the building of trusting relationships in society.

The Ethics Committee formulates the ethical rules for the activities of the company, taking into account its sectoral 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 for the responsibility of members of the board of directors in the company, it is recommended to keep, along with the minutes, transcripts of meetings of the board of directors.

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

6. Responsibility of members of the board of directors. Members of the Board of Directors are liable for improper performance of their duties.

4. EXECUTIVE BODIES OF THE COMPANY

The executive bodies of the company, which include the collegial executive body (board) and the sole executive body ( CEO, 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. Executive bodies are obliged to serve the interests of the company, that is, to manage the activities of the company in such a way as to ensure both the receipt of dividends by shareholders and the possibility of developing the company itself.

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

Performing the functions assigned to them, the executive bodies have broad powers to dispose of the company's assets, so the work of the executive bodies should be organized in such a way as to exclude distrust on the part of shareholders. Trust, on the other hand, should be ensured both by high requirements for personal and professional qualities officials executive bodies, as well as procedures of effective control by shareholders existing in the company.

1. Competence of executive bodies

1.2. Executive bodies must act in accordance with the financial and economic plan of the company.

The activity of the company is carried out on the basis of the financial and economic plan, annually approved by the board of directors.

2. Composition and formation of executive bodies

2.1. The composition of the company's executive bodies should ensure the most efficient 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 board must act reasonably and in good faith in the interests of the company.

3.2. The General Director (managing organization, manager) and members of the management board shall not disclose or use confidential and insider information about the company for personal gain and in the interests of third parties.

3.3. Executive bodies must take into account the interests of third parties to ensure the effective operation of the company.

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

3.4. The executive bodies must create an atmosphere of interest of the company's employees in the efficient operation of the company.

The executive bodies should strive to ensure that each employee values ​​his work in society, realizes that his financial situation as a whole depends on the results of the work of the society.

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

5. Remuneration of the executive body. It is recommended that the remuneration of the general director (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.

6. Responsibility of the general director (managing organization, manager) and members of the board of the company. 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 by the company of a number of actions that can lead to fundamental corporate changes, including changes in the rights of shareholders, is commonly referred to as significant corporate actions. Significant corporate actions should be accompanied by maximum openness and transparency. When performing such actions, the company 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 percent or more of the company's outstanding shares (acquisition), which significantly affect the structural and financial condition 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 significance of significant corporate actions, the company must provide shareholders with the opportunity to influence their performance. This goal is achieved by establishing a transparent and fair procedure based on proper disclosure of information about the consequences that such actions may have on society.

Major transactions and other transactions of the company, made in accordance with the procedure established for major transactions

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

· Reorganization of society. The board of directors should actively participate in determining the conditions for the reorganization of the company.

6. DISCLOSURE OF INFORMATION ABOUT THE COMPANY

Disclosure of information is extremely important for assessing the activities of the company by shareholders and potential investors. Disclosure of information about the company helps to attract capital and maintain confidence in the company. Insufficient and unclear information about a society, on the contrary, can hinder its successful functioning. Shareholders and investors require accessible, regular and reliable information, including for the purpose of monitoring the executive bodies of the company and making competent decisions on the evaluation of their activities. On the other hand, it is extremely important that disclosure requirements are not in conflict with the public interest and that confidential information is not disclosed, as this may cause harm to the public. However, any restriction on disclosure 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 to make an informed decision on participation in the company or perform other actions that could affect the financial and economic activities of the company.

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

The information provided by the society must be balanced. When covering its activities, the company under no circumstances should 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 information recipients over others is excluded. Information is not neutral if the choice of its content or form of presentation is intended to achieve certain results or consequences.

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

2. Forms of information disclosure.

2.2. In the company's quarterly report for the fourth quarter, it is recommended to disclose Additional information. The quarterly report of the company must contain information on its activities for the quarter provided for by law.

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

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

3. Providing information to shareholders

3.2. When preparing and holding a general meeting of shareholders, shareholders of the company are recommended 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 must exercise control over the use of insider information.

7. CONTROL OVER THE FINANCIAL AND ECONOMIC ACTIVITIES OF THE COMPANY

The company's system of control over its financial and economic activities is aimed at ensuring investors' confidence in the company and its management bodies. The main purpose of such control is to protect the 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 a 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 development, approval, application and evaluation of the effectiveness of internal control procedures included in the system of control over the financial and economic activities of the company.

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

Directly at the meetings of the audit committee on the implementation of the financial and economic plan, compliance with internal control procedures in the company, risk management, non-standard operations, the head of the company's control and audit service, 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 financial and economic operations of the company, carried out within the framework of the financial and economic plan, are subject to subsequent control.

2.2. Non-standard transactions require prior approval of the board of directors of the company.

3. Organization of the activities of the audit commission. The procedure for conducting inspections by the audit commission of the company should ensure the effectiveness this mechanism control over the financial and economic activities of the company.

4. Auditing. The audit should be carried out in such a way that it results in obtaining an objective and complete

information about the activities of the company.

8. DIVIDENDS

1. Determining the amount of dividends.

1.2. Information on the adoption of the decision (on the announcement) on the payment of dividends should be sufficient to form an accurate idea of ​​the availability 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 about their size.

In accordance with the law, 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 purposes of determining the amount of dividends should not differ from the amount of net profit for the purposes of accounting, since otherwise the amount of dividends will be calculated on the basis of an underestimated or overestimated amount, which means a significant infringement of the interests of shareholders.

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

3. Consequences of incomplete or late payment of dividends.

Non-fulfillment or improper fulfillment by the company of the obligation to pay declared dividends is a violation of the law and significantly undermines confidence in the company. In this regard, the company should establish such a procedure for paying dividends, in which, in case 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. SETTLEMENT OF CORPORATE CONFLICTS

The implementation of entrepreneurial activities by a company, the successful solution of tasks and the achievement of the goals set for the company upon its establishment 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 the interests of society.

Prevention and settlement of corporate conflicts in the company equally allows ensuring observance and protection of the rights of shareholders and protection of property interests and business reputation society. Both the prevention and settlement of corporate conflicts are facilitated by the exact and unconditional observance by the company of the law, as well as its conscientious 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 judicial authorities.

1. General Provisions.

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

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

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

The competence of the company's bodies to consider and resolve corporate conflicts is recommended to be clearly delineated. 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 within the competence of other bodies of the company, that the board of directors of the company should resolve corporate conflicts on issues within its competence.

The main task of the company's bodies in the process of resolving a corporate conflict is to find a solution that, being legal and justified, would meet the interests of the company. Work to resolve the conflict is recommended to be carried out with the direct participation of the 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 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 take all necessary and possible measures to resolve

such a conflict.

CONCLUSION

In conclusion, it should be noted that the application of corporate behavior standards is the protection of 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 investment, and one of the ways to improve this could be the introduction of certain standards established on the basis of the analysis of the best corporate behavior practice. All provisions of the Code are advisory in nature, it is the choice of each employee of the organization to obey them or not. 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 assume obligations to comply with the principles, norms and rules of business conduct established in this Code. The Code describes the values ​​and ethical principles on which the work is based, uniform standards of behavior in the company are defined. A clear understanding of the moral guidelines of activity is necessary for the coordinated work of all departments. Defining the values ​​and strategic goals of the company will help each employee understand how the organization develops, on what principles it builds relationships with shareholders and customers, what it expects from its employees. The adoption of the code will be a serious step in the development of companies and will help in achieving their goals.

BIBLIOGRAPHY:

1. Aliev V.G., Dokholyan S.V. Organizational Behavior: Textbook. - M.: Publishing House of Economics, 2004, 310 p.

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

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

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

corporate culture behavior

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

A number of these codes contain rules that repeat the provisions of the legislation 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 mandatory conditions that the company must comply with in order to securities were listed on the stock exchange. In other countries, the code is a document that is only advisory in nature and is not associated with any mandatory requirements.

Russia has developed a draft code of corporate conduct. This code does not replace the legislative 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 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 bodies management.

The norms of corporate conduct apply to business entities of all kinds, 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 management of the company are possible.

The main goal of corporate conduct standards is to protect the interests of shareholders, including minority ones. At the same time, the higher the degree of protection of shareholders' interests, the more significant investments the 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 internal corporate relations

Relations between shareholders, members of the board of directors and executive bodies of the company must be based on mutual trust and respect. Mutual trust and respect between participants in corporate relations is possible provided that each of them conscientiously and without abuse exercises their rights, performs duties and is guided by the interests of the company and its shareholders.

A necessary condition for the trust of shareholders in the board of directors and executive bodies of the company is the establishment in the company of such a procedure for corporate behavior 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 the 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 corporate behavior policy.

Beyond following current legislation and the rules of corporate conduct, Russian joint-stock companies must adhere to certain standards of business ethics in their daily business activities.

Integrity is not only a moral imperative, but also serves to protect society from risks, support long-term economic growth, and promote successful business activities.

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

Company officers must carry out their activities in good faith and reasonably with due care and diligence, avoiding conflicts with other officers and shareholders.

Members of the boards of directors of the executive bodies of the company, as well as employees of the company, must perform their professional functions in good faith and reasonably, with due care and diligence in the interests of the company and its shareholders, avoiding conflicts of interest. They must ensure that their activities are in full compliance not only with the requirements of current legislation, but with the goals and spirit of laws, ethical standards and generally accepted norms of behavior.

Decision-making by shareholders, members of the boards of directors and executive bodies of the company should be based on the principle of transparency and adequacy, since market economy means that business participants provide each other with reliable information in a timely manner and with respect for confidentiality. In the event of corporate conflicts, members of the boards of directors and executive bodies, as well as other employees of the 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 obtain effective protection in case of violation of their rights.

Members of the board of directors and executive bodies are obliged to manage the company in the interests of all its shareholders. Among the most serious abuses of Russian joint-stock companies in the field of corporate behavior today, we should note 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 registration of ownership rights to shares, as well as the possibility of free and quick alienation of their shares;
• · 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;
• the right to participate in the company's profits;
• · the right to regular and timely receipt of complete and reliable information about the company.

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

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

Abuses in the field of accrual and payment of dividends by Russian joint-stock companies are widespread. The situation needs to 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 the members of the boards 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

its policies, avoiding conflicts of interest, and be accountable to members of the board of directors and shareholders of the company.

The remuneration of 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 must be liable 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 aim at making a profit by the company, as well as increasing the value of the company's assets.

The procedure for making by the company transactions in which there is an interest must ensure the interests of all shareholders.

Transactions in which there is an interest must be made on commercial terms corresponding to transactions between persons not related to each other, and be approved by shareholders not interested in them, members of the board of directors of the company on the basis of full information provided before the conclusion of the transaction on such interest.

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

7. Disclosure

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

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

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

Information about the capital structure and major shareholders of the company is necessary for making informed decisions by shareholders and potential investors, as well as for identifying related party transactions. Such information should include information on agreements known to the public between major shareholders regarding the exercise of voting rights on their shares.

8. Continuous improvement of corporate behavior standards is the duty of each joint-stock company

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

In particular, companies must acquaint 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 that ensures compliance of the company's activities with existing legislation. This creates the prerequisites for the implementation of the best practices of corporate behavior and corporate ethics.

In the chapter on corporate legal relations, it was said that the category of corporate legal relations includes only those that are settled law. However, in some cases the rules morality and ethics are also important for corporate relations, although they may not be mandatory. No wonder it is often referred to as the so-called business etiquette, customs business turnover, business practice, etc. All this has a certain meaning for corporations and largely determines corporate behavior.

The concept of corporate relations was introduced in order to improve management joint-stock companies, security right and the legitimate interests of shareholders, as well as ensuring disclosure of information to investors. Corporate relations within the framework of corporate behavior are by no means always legal in nature.

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

The Company may 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 affiliation, capital structure and other characteristics, the company has the right to use those recommendations of the Code of Corporate Conduct that it deems acceptable.

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

Modern Russian legislation on business companies has a relatively short development period, but it already reflects 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, but with the lack of a long-term practice of corporate relations, and therefore the traditions of corporate behavior are still being formed.

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

First, legislation establishes and should establish only general binding rules. It cannot and should not strive to regulate in detail all the questions of the activities of societies. The specification of legal norms hinders the work of societies, since each of them is unique and the features of its activities cannot be fully reflected in the legislation. Therefore, legislation often either does not contain norms regulating the relevant relations at all (and the absence of regulation is far from always a gap in legislation), or establishes general rule, leaving the participants of such relations the opportunity to choose a variant of behavior.

Secondly, the legislation is not able to respond in a timely manner to changes in the practice of corporate behavior, since the introduction of changes in the legislation requires a significant amount of time.

Many issues related to corporate conduct lie outside the legislative realm and are ethical rather than legal in nature.

Ethical norms used in the business community are an established system of norms of conduct and business practices that is not based on legislation and forms positive expectations regarding the behavior of participants in corporate relations. Ethical norms of corporate behavior form stable stereotypes of behavior common to all participants in corporate relations. Being ethical is not only a moral imperative, but it also helps society avoid risk, supports long-term economic growth, and promotes successful business.

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

The Code of Corporate Conduct contains recommendations regarding the best practice of corporate conduct, which, however, are not binding. The Code has a special place in the field of development and improvement of the Russian practice of corporate conduct. It should play an important educational role in setting standards for the management of Russian companies and in promoting the further development of the Russian stock market.

The Code of Corporate Conduct has been developed in accordance with the provisions of the current Russian legislation, taking into account the established Russian and foreign practice of corporate behavior, ethical standards, specific needs and conditions for the activities of Russian companies and Russian markets capital at the current stage of their development.

The provisions of the Code are based on internationally recognized corporate governance principles 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 have been adopted.

The Code of Corporate Conduct discloses the main principles of the 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 own policy corporate conduct 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 in it.

Principles of corporate conduct

Corporate behavior must be based on respect right and the legitimate interests of its participants and contribute to the effective operation societies, including increasing the value of the society's assets, creating jobs and maintaining the financial stability and profitability of the society.

The basis for effective operation and investment attractiveness of the company is trust between all participants in corporate behavior. The principles of corporate conduct are aimed at creating trust in relationships arising from management society.

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

They are the basis for the recommendations of the Code of Corporate Conduct, as well as the main principles that should be followed 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 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 should be provided with reliable and efficient accounting methods property rights for shares, as well as the possibility of free and quick alienation 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. For exercise of this right It is important to:

• the procedure for notifying the general meeting of shareholders gave the 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 easy opportunity to take part in it;
• the rights of shareholders to demand the convening of a general meeting and to make proposals for the agenda of the meeting were not associated with unreasonable difficulties in confirming the existence of these rights by shareholders;
• each shareholder had the opportunity to exercise the right to vote 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:

1. establish a transparent and understandable mechanism for shareholders to determine the amount of dividends and pay them;
2. provide sufficient information to form an accurate idea of ​​the existence of conditions for the payment of dividends and the procedure for their payment;
3. exclude the possibility of misleading shareholders regarding the financial position of the company when paying dividends;
4. ensure such a procedure for paying dividends that would not be associated with unjustified difficulties in obtaining them;
5. provide for measures to be applied to the executive bodies in case of incomplete or untimely payment of declared dividends.

Shareholders have the right to regular and timely receipt of complete and reliable information about the company, which is implemented through:

• providing shareholders with comprehensive information on each issue 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 a corporate secretary, whose tasks include providing shareholders with access to information about the company.

Shareholders must not abuse the rights granted to them.

Actions of shareholders carried out solely with the intent to cause harm to other shareholders or the company, as well as other abuses of the rights of shareholders, 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:

• establishing a procedure for conducting a general meeting that provides a reasonable equal opportunity for all persons present at the meeting to express their opinion and ask questions of interest to them;
• establishing a procedure for performing significant corporate actions, allowing shareholders to receive full information about such actions and guaranteeing the observance of their rights;
• 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 providing for the provision of full information to shareholders about these persons;
• provision by members of the board, the general director and other persons who may be recognized as interested in committing deals, 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 implements the strategic management of the company's activities and effectively control on his part over 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 company's development strategy and ensures effective control over the financial and economic activities of the company.

To this end, the board of directors approves:

• priority directions of the company's activity;
• financial and economic plan;
• internal control procedures.

The composition of the board of directors of the company should ensure the most efficient implementation 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 opinions of shareholders, ensures that the composition of the board of directors complies with the requirements of the law and allows the election of independent members of the board of directors (independent director);
• the board of directors included a sufficient number of independent directors;
• the procedure for determining the quorum of meetings of the board of directors ensured the participation of non-executive and independent directors.

Members of the board of directors must actively participate in meetings of the board of directors and committees of the board of directors.

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

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

• the CEO and members of the board should be elected in accordance with a transparent procedure that provides shareholders with full information about these persons;
• when deciding on the transfer of powers of the sole executive body to the managing organization (managing director), shareholders must have full information about the managing organization (managing director), including information about the risks associated with the transfer of powers to the managing organization (managing director), justification for the need for such a transfer, confirmation that the managing organization organization (manager) of funds to compensate for losses to the company in case they occur through the fault of the managing organization (manager), as well as the project agreements concluded with the managing organization (manager);
• the CEO and members of the board must have sufficient time to perform their duties.

The practice of corporate conduct should ensure the timely disclosure of complete and reliable information about the company, including its financial position, economic indicators, structure property and management in order to ensure the possibility of making informed decisions by the shareholders of the company 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 significant facts affecting its financial and economic activities. The company must exercise control over the use of confidential and insider information.

The practice of corporate conduct should take into account the rights of interested parties, including the company's employees, provided for by law, and encourage the active cooperation of 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 effective 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 where the company or its structural subdivisions is located. The management bodies of the company must promote the interest of the employees of the company in the efficient operation 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 the rights and legitimate interests of shareholders. It is recommended that a society create an effectively functioning system of daily control over its financial and economic activities. To do this, the activities of the company must be carried out on the basis of a financial and economic plan, annually approved by the board of directors of the company.

The company needs to delineate the competence of the bodies and persons involved in the development, approval, application and evaluation of the internal control system included in the system of control over its financial and economic activities. The development of internal control procedures is best entrusted to the internal control service (control and auditing service), independent of the executive bodies of the company, and the approval of internal control procedures - to the board of directors of the company.

Practitioners recommend establishing effective interaction between internal and external in society audit. For this purpose, the audit committee evaluates candidates for the company's auditors, the conclusion of the audit organization (auditor) of the company, before submitting it for approval by the general meeting of shareholders, is submitted for evaluation to the audit committee.

The concept of significant corporate actions

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

Significant corporate actions primarily include such actions as the reorganization of the company, the 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 major transactions and transactions in which there is an interest, reduction or increase in the authorized capital, amendments to the charter of the company and a number of other issues, the solution of which is fundamental for the company.

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

1. Making major transactions. The procedure for making major transactions can be extended to transactions that, although they do not meet the signs of major transactions established by law, are of significant importance to society. The basis for classifying transactions as major ones is the ratio of the book value or purchase price of the property that is the object of such a transaction with the book value of all the assets of the company. At the same time, the legislation provides that the procedure for making major transactions may 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 making major transactions to other transactions if they are significant for the company or if this is due to the specifics of the company’s activities, with the exception of transactions made in the course of a normal economic activity society. 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 loses its majority participation in its authorized capital.

When making a decision to include in the charter of the company provisions on the extension of the procedure for making major transactions to other transactions of significant importance to the company, it is necessary to ensure a reasonable balance between effective management day-to-day activities of the company by its executive bodies and effective supervision of the activities of the executive bodies by the board of directors and the general meeting of shareholders.

AT joint-stock companies with large assets, it is advisable to extend the procedure for making 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 making major transactions to transactions with certain property of the company, which is of particular importance for its economic activity.

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

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

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

2. Acquisition of shares. In accordance with the law, a person who intends, independently or jointly with his affiliates, to acquire 30% or more of the placed ordinary shares of a company with more than 1,000 shareholders owning ordinary shares, as well as every 5% over 30% of the placed ordinary shares of such a company, is obliged to send to society written notice about such intention. This notice must be given at least 30 days prior to the date of purchase. If such a notification is received, the board of directors is recommended to inform the 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 notification of a general meeting of shareholders. The notice is given prior to the proposed acquisition date to give shareholders an opportunity to make an informed decision whether to sell their shares or take any other action. At the same time, it is better for the board of directors to involve 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 takeovers are generally one of the means to increase efficiency corporate governance, in which the shareholders of the company may be interested. At the same time, as a result of the takeover, the interests of shareholders may suffer. 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 price may decrease. Therefore, the measures taken by the company to prevent a takeover should be based on the interests of shareholders.

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

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

In accordance with the law, the acquirer may be released from the obligation to offer shareholders to sell their ordinary shares of the company (issue-grade securities convertible into ordinary shares) by a decision of the general meeting of shareholders or the charter of the company.

The motives for which the general meeting of shareholders may 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 may be reduced, for example, to the desire to attract an investor to the company without placing 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, releasing the acquirer from the obligation to offer shareholders to sell their shares is undesirable.

The legislation provides for the acquisition obligation of the acquirer to offer all shareholders to sell their ordinary shares and equity securities convertible into ordinary shares. In accordance with the law, such an offer must be made to all shareholders of the company in writing However, there is no specific procedure for its direction in the legislation. This proposal must be sent to the company, which must be enshrined in its charter. At the same time, the secretary of the company must ensure that the proposal is further forwarded to all shareholders of the companies at the expense of the company and in the manner established for the announcement of the general meeting.

3. Reorganization of society. 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 at the suggestion of the board of directors. In turn, the decision of the board of directors to submit the issue of reorganization to the meeting of shareholders should be made only if the board of directors is convinced of the need for reorganization and the terms of reorganization agreed upon by the executive bodies legal entities— participants in the proposed reorganization are acceptable. Prior to the adoption of a decision on the reorganization, individual members of the board of directors must participate in the negotiations of the executive bodies on the reorganization and organize the discussion of the progress of these negotiations by the board of directors. To work with executive bodies on this issue the board of directors is recommended to establish a special committee.

The Board of Directors approves the final draft 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:

1. project agreements on merger (accession) or a draft decision on division (spin-off);
2. draft constituent documents of newly created as a result of merger, division (spin-off) or transformation of organizations or constituent documents of the organization to which accession is carried out;
3. annual reports and annual balance sheets of all organizations participating in the merger (accession) for the last three financial years;
4. quarterly reports drawn up no later than six months before the date of the meeting at which the issue of reorganization is submitted, if more than six months have passed since the end of the last financial year;
5. draft deed of transfer and separation balance sheet;
6. justification for the reorganization.

To determine the ratio of conversion of shares during the reorganization, it is better to involve an independent appraiser. However, the law does not require the engagement of an independent appraiser to determine the share conversion ratio.

Notification of holding 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 holding 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 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 absentee voting, the date by which the completed ballots should be sent and the postal address to which they should be directed. It is necessary that the decisions adopted at a joint meeting of the boards of directors take into account the interests of the shareholders of all companies participating in the merger (affiliation).

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

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 is assigned the role of the executive bodies of the company. In this regard, the liquidator and members of the liquidation commission must be subject to requirements similar to the requirements for the executive bodies of the company.

Corporate conflicts and their settlement

Implementation society entrepreneurial activity, successful solution of the tasks and achievement of the goals set for the company upon its establishment, are possible only if there are conditions in it 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 divergent interests. In some cases, this is a normal phenomenon inherent in the activities of any organization. Corporate conflicts may arise between different entities corporate law, for example, between officers of corporations, an officer of a corporation and its shareholder, bodies of a corporation, etc. Corporate conflicts arise over corporate activities and are expressed in various kinds of clash of interests of corporate entities. The contradiction between the subjects of corporate activity can be about not only the goals, but also the means to achieve them.

Prevention and resolution 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. Both the prevention and settlement of corporate conflicts are facilitated by the exact and unconditional observance by the company of the law, as well as its conscientious and reasonable behavior in relations with shareholders.

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

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

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

Any disagreement or dispute between the body of the company and its shareholder that arose in connection with the participation of a shareholder in the company (including issues of 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, is inherently a corporate conflict, as it affects or may affect relations within the company. Therefore, it is necessary to ensure the identification of such conflicts at the earliest stages of their development and the attentive attitude towards them on the part of society, its officials and workers.

Accounting corporate conflicts are best left to the company secretary. It registers appeals, letters and demands received from shareholders, gives them a preliminary assessment and transfers them to the body of the company whose competence is to consider this corporate conflict.

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

The effectiveness of the company's work in preventing and resolving corporate conflicts depends on how quickly they are considered. Therefore, it is recommended that society as soon as possible terms determine its 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 communication to the shareholder of a clear and justified position of the company in the conflict. In addition, the provision by the company to the shareholder of comprehensive information on the issue that is the subject of the conflict makes it possible to prevent repeated appeals of the shareholder to the company with the same demand or request and create conditions that provide the shareholder with the opportunity to exercise and protect their rights and interests. The company's response to the shareholder's request must be complete and detailed, and the notice of refusal to satisfy the shareholder's request or demand 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 take any actions provided for by law, the charter or other internal documents of the company. In such a case, in the response of the company, the shareholder must specify such conditions in an exhaustive manner, as well as provide the information necessary for their implementation (for example, the amount of the fee for making copies of the documents requested by the shareholder or Bank details society).

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

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, the adoption of decisions on which is not within 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 on the settlement of corporate conflicts.

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

It is also expedient to refer individual corporate conflicts related to the competence of the sole executive body of the company (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 work of the committee for the settlement of corporate conflicts is determined by the board of directors.

The main task of the company's bodies in the process of resolving a corporate conflict is to find a solution that, being legal and justified, would meet the interests of the company. Work to resolve the conflict is recommended to be carried out with the direct participation of the shareholder through direct negotiations or correspondence with him.

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

The company's bodies, in accordance with their competence, facilitate the execution 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 an objective assessment of a corporate conflict and create conditions for its effective settlement, persons whose interests are or may be affected by the conflict should not take part in making a decision on this conflict.

If the conflict at any stage of its development affects or may affect the interests of the person acting as the sole executive body of the company, then its settlement should be referred 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 the conflict should not participate in the work to resolve 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 this.

In the event of a corporate conflict between the shareholders of the company that 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 the shareholders the services of the company as an intermediary in resolving the conflict.

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

• as an intermediary in its settlement, 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;
• the company's bodies (their members) may participate in negotiations between shareholders, provide shareholders with information and documents that are at their disposal and related to the conflict, explain the norms of the company's legislation and the provisions of the company's internal documents, give advice and recommendations to shareholders, prepare draft documents on conflict resolution for their signing by shareholders, on behalf of the company, within its competence, assume obligations to shareholders to the extent that this can contribute to the settlement of the conflict.

 

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