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home Business Eksd - corporate secretary of the joint-stock company. III

Eksd - corporate secretary of the joint-stock company. III

3.1. Effective current interaction with shareholders, coordination of the company's actions to protect the rights and interests of shareholders, support effective work board of directors are provided by a corporate secretary.

3.1.1. Corporate Secretary must have knowledge, experience and qualifications sufficient to perform the duties assigned to him, an impeccable reputation and enjoy the trust of shareholders.

211. It is recommended to appoint a corporate secretary to a person with a higher legal, or economic, or business education, who has at least two years of experience in corporate governance or managerial work.

212. It is not recommended to appoint a person who is an affiliate of the company, related to the person controlling the company or to the executive management of the company as the corporate secretary of the company, as this may lead to a conflict of interest and improper performance by the corporate secretary of his tasks.

213. In the event of a conflict of interest, the corporate secretary must immediately inform the chairman of the board of directors about it.

214. The corporate secretary must take care of the systematic improvement of his qualifications. In order to share experience, the corporate secretary is encouraged to maintain regular professional interaction with other corporate secretaries, for example, to participate in the professional association of corporate secretaries.

215. The company should disclose on the company’s website on the Internet, as well as in the company’s annual report, information about the corporate secretary to the same extent as the amount of information provided for disclosure in relation to members of the board of directors and executive bodies society.

3.1.2. The corporate secretary must have sufficient independence from the executive bodies of the company and have the necessary powers and resources to perform the tasks assigned to him.

216. In order to ensure the independence of the corporate secretary of the company, it is recommended that he report directly to the board of directors in his activities. For these purposes, the competence of the board of directors should include issues on:

1) approval of a candidate for the position of corporate secretary and termination of his powers;

2) approval of the regulation on the corporate secretary;

3) evaluation of the work of the corporate secretary and approval of reports on his work;

4) payment of additional remuneration to the corporate secretary.

217. The company should approve an internal document - the regulation on the corporate secretary - in which it is recommended to determine:

1) requirements for the candidacy of the corporate secretary;

2) the procedure for appointing a corporate secretary and terminating his powers;

3) the subordination of the corporate secretary and the procedure for his interaction with the management bodies and structural divisions of the company;

4) functions, rights and obligations of the corporate secretary;

5) conditions and procedure for paying remuneration to the corporate secretary;

6) responsibility of the corporate secretary.

218. The functions of the corporate secretary are recommended to include:

1) participation in the organization of preparation and holding of general meetings;

2) ensuring the work of the board of directors and committees of the board of directors;

3) participation in the implementation of the company's policy on information disclosure, as well as ensuring the storage of corporate documents of the company;

4) ensuring the interaction of the company with its shareholders and participation in the prevention of corporate conflicts;

5) ensuring the interaction of the company with regulatory authorities, trade organizers, registrar, other professional participants in the securities market within the powers assigned to the corporate secretary;

6) ensuring the implementation of procedures established by law and internal documents of the company that ensure the implementation of the rights and legitimate interests of shareholders, and control over their implementation;

7) immediately informing the board of directors of all identified violations of the law, as well as the provisions of the company's internal documents, compliance with which relates to the functions of the secretary of the company;

APPROVE:

[Job title]

_______________________________

_______________________________

[Name of company]

_______________________________

_______________________/[FULL NAME.]/

"______" _______________ 20___

JOB DESCRIPTION

Corporate Secretary joint-stock company

1. General Provisions

1.1. This job description defines and regulates the powers, functional and job duties, rights and responsibilities of the corporate secretary of the joint-stock company [Name of organization in the genitive case] (hereinafter referred to as the Company).

1.2. The corporate secretary of the joint-stock company is appointed to the position and dismissed from the position in the established current labor law by order of the head of the Company.

1.3. The corporate secretary of the joint-stock company reports directly to [name of the position of the immediate supervisor in the dative case] of the Company.

1.4. The corporate secretary of a joint-stock company belongs to the category of managers and is subordinate to [name of positions of subordinates in the dative case].

1.5. A person who has a higher professional (legal or economic) education and special training in corporate governance, work experience in the specialty in positions filled by specialists with higher professional education, at least 5 years, including in managerial positions.

1.6. The corporate secretary of a joint stock company is responsible for:

  • effective performance of the work entrusted to him;
  • compliance with the requirements of performance, labor discipline;
  • the safety of the documents (information) that are in his custody (become known to him), containing (constituting) the trade secret of the organization.

1.7. The corporate secretary of a joint-stock company must know:

  • Civil Code Russian Federation, Code of the Russian Federation on Administrative Offenses, the federal law"On Joint Stock Companies", the Federal Law "On the Securities Market", other regulatory legal acts that determine the rights of shareholders and regulate the activities of corporate governance bodies, the procedure for issuing and circulation of securities;
  • charter and other documents regulating corporate relations in the company;
  • functions of the board of directors and its bodies;
  • the procedure for preparing and holding general meetings of shareholders and meetings of the board of directors, as well as the implementation of corporate governance procedures;
  • rules for disclosing information about the company, the procedure for the work of professional participants in the securities market (registrars of the company, stock exchanges, etc.);
  • basics of labor, antimonopoly and tax legislation, legislation on privatization;
  • arbitration practice;
  • Code of Corporate Conduct;
  • fundamentals of international corporate law;
  • regulations reflecting the best domestic and foreign corporate governance practices;
  • procedure for settling corporate conflicts;
  • methods and means of obtaining, processing and transmitting information;
  • methodological and regulatory documents on the technical protection of information;
  • information Technology, procedure and rules of use information systems;
  • organization and procedure for conducting negotiations;
  • ethical standards and rules, moral and ethical standards of corporate behavior.

1.8. The corporate secretary of a joint-stock company in his activities is guided by:

  • state and industry production standards;
  • local acts and organizational and administrative documents of the Company;
  • internal work schedule;
  • rules of labor protection and safety, ensuring industrial sanitation and fire protection;
  • instructions, orders, decisions and instructions of the immediate supervisor;
  • this job description.

1.9. During the temporary absence of the corporate secretary of the joint-stock company, his duties are assigned to [name of the position of the deputy].

2. Job Responsibilities

The corporate secretary of a joint-stock company performs the following labor functions:

2.1. Ensures compliance with departments and officials joint-stock company (hereinafter referred to as the company) of the requirements of the norms of the current legislation, the charter of the company, as well as other documents guaranteeing the implementation of the rights and legitimate interests of shareholders.

2.2. Leads the preparation of decisions of the board of directors and other management bodies of the company on the development of corporate governance practices, controls their implementation. Advise officers and shareholders of the company (hereinafter referred to as shareholders), as well as members of the board of directors on issues corporate law and management.

2.3. Manages the preparation and organization of holding general meetings of shareholders, consideration of shareholders' proposals on issues included in the agenda general meeting, including on candidates for election to the elected bodies of the society.

2.4. Ensures the preparation of the annual report of the joint-stock company, other documents submitted to shareholders for the holding of general meetings (annual and extraordinary), organization of preparation and distribution to shareholders of messages about the upcoming general meeting, voting ballots, as well as access of shareholders to documents that are mandatory for submission to persons having the right to participate in the general meeting, accounting for completed voting ballots received by the company.

2.5. Controls the work of the counting commission elected by the general meeting of shareholders, receives from the counting commission the minutes, voting ballots, powers of attorney, participates in the preparation of the draft report on the results of voting, the minutes of the general meeting of shareholders, solves other tasks related to the preparation and holding of the general meeting of shareholders.

2.6. Ensures compliance with the established rules and procedures for the preparation and holding of meetings of the Board of Directors, including the development of work plans and agendas for meetings of the General Meeting of Shareholders and the Board of Directors, familiarization of newly elected members of the Board of Directors with the activities of the company and its internal documents, notification of members of the Board of Directors and invited at a meeting of the Board of Directors of persons about upcoming meetings, sending them materials on issues included in the agenda.

2.7. Participates in meetings of the board of directors.

2.8. Organizes the keeping of minutes of the meeting of the board of directors, ensures their storage and issuance, if necessary, of copies of the minutes or extracts from the minutes of the board of directors, certifies their authenticity.

2.9. Controls compliance with the procedure for disclosing information about the company established by law, as well as the charter and other documents of the company, including through the mechanism of public disclosure of information.

2.10. Organizes the storage of documents related to the activities of the board of directors and the meeting of shareholders of the company and the access of shareholders to the information contained in them, the production of copies of documents, certifies their authenticity.

2.11. Accounts for and considers appeals and requests from shareholders on issues of corporate governance and exercising the rights of shareholders.

2.12. Informs the board of directors of all facts of non-compliance in the management of the company with the requirements of the norms of the current legislation and internal documents.

2.13. Requests and receives information from the system of maintaining the register of shareholders of the company, promotes the expansion of the rights of shareholders and their participation in corporate governance.

2.14. Interacts with professional participants in the securities market and government bodies on issues related to the regulation of corporate legal relations and the securities market.

2.15. Manages the preparation of statutory corporate governance reporting.

2.16. Controls the implementation of decisions taken by the general meeting of shareholders and the board of directors.

2.17. Ensures compliance with the established rules and procedures, including compliance with the procedure for maintaining the register of registered securities holders, the procedure for approving big deals and related party transactions, the procedure for issuing company shares, exercising the rights of shareholders to place them, other procedures aimed at protecting the rights and property interests of shareholders.

2.18. Takes measures to prevent losses to the company and/or its shareholders.

2.19. Promotes a high level business activity, observance of ethics in relations between market participants, moral and ethical standards of corporate behavior.

In case of official necessity, the corporate secretary of a joint-stock company may be involved in the performance of his official duties overtime, in the manner prescribed by the provisions federal law about labor.

3. Rights

The corporate secretary of a joint stock company has the right to:

3.1. Give instructions to subordinate employees and services, tasks on a range of issues included in his functional responsibilities.

3.2. To control the fulfillment of production tasks, the timely execution of individual orders and tasks by subordinate services.

3.3. Request and receive necessary materials and documents relating to the issues of its activities, subordinate services and divisions.

3.4. Interact with other enterprises, organizations and institutions on production and other issues within its competence.

3.5. Sign and endorse documents within their competence.

3.6. Submit for consideration by the head of the Company submissions on the appointment, transfer and dismissal of employees of subordinate units; proposals for their promotion or for the imposition of penalties on them.

3.7. To exercise other rights established Labor Code Russian Federation and other legislative acts of the Russian Federation.

4. Responsibility and performance evaluation

4.1. The corporate secretary of a joint-stock company bears administrative, disciplinary and material (and in some cases provided for by the legislation of the Russian Federation, also criminal) responsibility for:

4.1.1. Non-fulfillment or improper fulfillment of official instructions of the immediate supervisor.

4.1.2. Failure or improper performance of labor functions and the tasks assigned to him.

4.1.3. Misuse granted official powers, as well as their use for personal purposes.

4.1.4. Inaccurate information about the status of the work entrusted to him.

4.1.5. Failure to take measures to suppress the identified violations of safety regulations, fire and other rules that pose a threat to the activities of the enterprise and its employees.

4.1.6. Failure to enforce labor discipline.

4.2. Evaluation of the work of the corporate secretary of a joint-stock company is carried out:

4.2.1. Direct supervisor - regularly, in the course of the daily implementation by the employee of his labor functions.

4.2.2. Certification Commission enterprises - periodically, but at least once every two years, based on the documented results of work for the evaluation period.

4.3. The main criterion for evaluating the work of the corporate secretary of a joint-stock company is the quality, completeness and timeliness of his performance of the tasks provided for by this instruction.

5. Working conditions

5.1. The working hours of the corporate secretary of a joint-stock company are determined in accordance with the internal labor regulations established by the Company.

5.2. In connection with the production necessity, the corporate secretary of the joint-stock company is obliged to travel on business trips (including local ones).

5.3. In connection with the production need, the corporate secretary of a joint-stock company may be provided with official vehicles to carry out his labor functions.

6. Right to sign

6.1. To ensure its activities, the corporate secretary of a joint-stock company is granted the right to sign organizational and administrative documents on issues that are part of his functional duties.

Familiarized with the instruction ___________ / ____________ / "____" _______ 20__

We bring to your attention typical example job description of the corporate secretary of a joint-stock company, sample 2019. A person who has a higher professional (legal or economic) education and special training in corporate governance, at least 5 years of experience in the specialty in positions filled by specialists with higher professional education, including in managerial positions, can be appointed to this position. Do not forget that each instruction of the corporate secretary of a joint-stock company is issued on hand against receipt.

It provides typical information about the knowledge that a corporate secretary of a joint-stock company should have. About duties, rights and responsibilities.

This material is included in the huge library of our site, which is updated daily.

1. General Provisions

1. The corporate secretary of a joint-stock company belongs to the category of managers.

2. The corporate secretary of a joint-stock company shall be accepted by a person who has a higher professional (legal or economic) education and special training in corporate governance, at least 5 years of work experience in the specialty in positions filled by specialists with higher professional education, at least 5 years, including in positions of managers .

3. The corporate secretary of a joint-stock company is hired and dismissed by __________ organization (director, head) on the proposal of _________ (position)

4. The corporate secretary of a joint stock company must know:

— Civil Code of the Russian Federation,

- Code of the Russian Federation on Administrative Offenses,

— Federal Law “On Joint Stock Companies”,

— Federal Law “On the Securities Market”,

— other regulatory legal acts that determine the rights of shareholders and regulate the activities of corporate governance bodies, the procedure for issuing and circulation of securities;

— charter and other documents regulating corporate relations in the company;

— functions of the board of directors and its bodies;

— the procedure for preparing and holding general meetings of shareholders and meetings of the board of directors, as well as the implementation of corporate governance procedures;

— rules for disclosing information about the company, the procedure for the work of professional participants in the securities market (registrars of the company, stock exchanges, etc.);

— basics of labor, antimonopoly and tax legislation, legislation on privatization;

— arbitration practice;

— Code of corporate conduct;

— Fundamentals of international corporate law;

— regulatory documents reflecting the best domestic and foreign corporate governance practices;

— the procedure for settling corporate conflicts;

— methods and means of obtaining, processing and transmitting information;

— methodological and regulatory documents on the issues of technical protection of information;

— information technologies, the procedure and rules for using information systems;

- organization and procedure for conducting negotiations;

— ethical norms and rules, moral and ethical standards of corporate behavior.

5. In his activities, the corporate secretary of a joint stock company is guided by:

- the legislation of the Russian Federation,

- Charter (regulations) of the organization,

- orders and instructions of __________ organization, ( CEO, director, leader)

- this job description,

- The internal labor regulations of the organization.

6. The corporate secretary of the joint-stock company reports directly to: _________ (position)

7. During the absence of the corporate secretary of the joint-stock company (business trip, vacation, illness, etc.), his duties are performed by a person appointed by _________ organization (position) in in due course which acquires the corresponding rights, duties and is responsible for the fulfillment of the duties assigned to it.

2. Job responsibilities of the corporate secretary of a joint stock company

Corporate secretary of a joint-stock company:

1. Ensures compliance by divisions and officials of a joint-stock company (hereinafter referred to as the company) with the requirements of the norms of the current legislation, the charter of the company, as well as other documents guaranteeing the implementation of the rights and legitimate interests of shareholders.

2. Leads the work on preparing decisions of the board of directors and other management bodies of the company on the development of corporate governance practices, controls their implementation.

3. Advise officers and shareholders of the company (hereinafter referred to as shareholders), as well as members of the board of directors on issues of corporate law and governance.

4. Manages the preparation and organization of general meetings of shareholders, consideration of shareholders' proposals on issues included in the agenda of the general meeting, including candidates for election to the elected bodies of the company.

5. Ensures the preparation of the annual report of the joint-stock company, other documents submitted to shareholders for the holding of general meetings (annual and extraordinary), organization of preparation and distribution to shareholders of messages about the upcoming general meeting, voting ballots, as well as access of shareholders to documents that are mandatory for submission to persons who have the right to participate in the general meeting, accounting for completed voting ballots received by the company.

6. Controls the work of the counting commission elected by the general meeting of shareholders, receives from the counting commission the minutes, voting ballots, powers of attorney, participates in the preparation of the draft report on the results of voting, the minutes of the general meeting of shareholders, solves other tasks related to the preparation and holding of the general meeting of shareholders .

7. Ensures compliance with the established rules and procedures for preparing and holding meetings of the board of directors, including the development of work plans and agendas for meetings of the general meeting of shareholders and the board of directors, familiarization of newly elected members of the board of directors with the activities of the company and its internal documents, notification of members of the board of directors and persons invited to the meeting of the Board of Directors about upcoming meetings, sending them materials on issues included in the agenda.

8. Participates in meetings of the board of directors.

9. Organizes the keeping of minutes of the meeting of the board of directors, ensures their storage and issuance, if necessary, of copies of the minutes or extracts from the minutes of the board of directors, certifies their authenticity.

10. Controls compliance with the procedure for disclosing information about the company established by law, as well as the charter and other documents of the company, including through the mechanism of public disclosure of information.

11. Organizes the storage of documents related to the activities of the board of directors and the meeting of shareholders of the company and the access of shareholders to the information contained in them, the production of copies of documents, certifies their authenticity.

12. Carries out registration and consideration of appeals and inquiries received from shareholders on issues of corporate governance and exercising the rights of shareholders.

13. Informs the board of directors of all facts of non-compliance in the management of the company with the requirements of the norms of the current legislation and internal documents.

14. Requests and receives information from the system of maintaining the register of shareholders of the company, promotes the expansion of the rights of shareholders and their participation in corporate governance.

15. Interacts with professional participants in the securities market and government bodies on issues related to the regulation of corporate legal relations and the securities market.

16. Manages the preparation of the established reporting on corporate governance issues.

17. Controls the implementation of decisions taken by the general meeting of shareholders and the board of directors.

18. Ensures compliance with the established rules and procedures, including compliance with the procedure for maintaining the register of registered securities holders, the procedure for approving major transactions and transactions with interest, the procedure for issuing company shares, exercising the rights of shareholders to place them, other procedures aimed at protecting the rights and property interests of shareholders.

19. Takes measures to prevent losses to the company and/or its shareholders.

20. Helps to ensure a high level of business activity, adherence to ethics in relations between market participants, moral and ethical standards of corporate behavior.

3. Rights of the corporate secretary of a joint stock company

The corporate secretary of a joint stock company has the right to:

1. Submit proposals for management consideration:

– to improve the work related to the provisions of this responsibilities,

- on the promotion of distinguished employees subordinate to him,

- on bringing to material and disciplinary responsibility of employees who violated production and labor discipline.

2. Request from structural divisions and employees of the organization the information necessary for him to perform his duties.

3. Get acquainted with the documents that define his rights and obligations in his position, the criteria for assessing the quality of performance of official duties.

4. Get acquainted with the draft decisions of the organization's management regarding its activities.

5. Require the management of the organization to provide assistance, including the provision of organizational and technical conditions and registration established documents necessary for the performance of official duties.

6. Other rights established by the current labor legislation.

4. Responsibility of the corporate secretary of a joint stock company

The corporate secretary of a joint stock company is responsible in the following cases:

1. For improper performance or non-performance of their official duties provided for by this job description - within the limits established by the labor legislation of the Russian Federation.

2. For offenses committed in the course of their activities - within the limits established by the current administrative, criminal and civil legislation of the Russian Federation.

3. For causing material damage to the organization - within the limits established by the current labor and civil legislation of the Russian Federation.

Job description corporate secretary of a joint-stock company - sample of 2019. Official duties of the corporate secretary of the joint stock company, rights of the corporate secretary of the joint stock company, responsibility of the corporate secretary of the joint stock company.

Compiled in _____ copies. I approve _______________________________ (initials, surname) _________________________________ _______________________________ _________________________________ _______________________________ _________________________________ _______________________________ (name of the employer, (head or other person, his organizational and legal authority to approve the form, address, phone number, job description address) e-mail, OGRN, TIN / KPP) "__ "___________ ____ N _____ "__" ___________ ____

JOB INSTRUCTIONS for the corporate secretary of a joint-stock company

1. GENERAL PROVISIONS

1.1. This job description defines the functional duties, rights and responsibilities of the corporate secretary of the joint-stock company "__________" (hereinafter referred to as the "Corporate Secretary" and "Organization", respectively).

1.2. The Corporate Secretary is appointed and dismissed in accordance with the procedure established by the current labor legislation by order of the Head of the Organization.

1.3. The corporate secretary reports directly to _______________ Organization.

1.4. A person who has _______________ is appointed to the position of the Corporate Secretary professional education and work experience in the specialty _______________ years (without presenting requirements for work experience).

1.5. The corporate secretary must know:

Civil Code of the Russian Federation, Code of Administrative Offenses of the Russian Federation, Federal Law "On Joint Stock Companies", Federal Law "On the Securities Market", other regulatory legal acts that define the rights of shareholders and regulate the activities of corporate governance bodies, the procedure for issuing and circulating securities ;

Charter and other documents regulating corporate relations in the company;

Functions of the board of directors and its bodies;

The procedure for preparing and holding general meetings of shareholders and meetings of the board of directors, as well as the implementation of corporate governance procedures;

Rules for disclosing information about the company, the procedure for the work of professional participants in the securities market (registrars of the company, stock exchanges, etc.);

Fundamentals of labor, antimonopoly and tax legislation, legislation on privatization; arbitration practice;

Code of Corporate Conduct;

Fundamentals of international corporate law;

Regulatory documents reflecting the best domestic and foreign corporate governance practices;

Procedure for settling corporate conflicts;

Methods and means of obtaining, processing and transmitting information;

Methodological and regulatory documents on the issues of technical protection of information;

Information technologies, procedure and rules for using information systems;

Organization and procedure for conducting negotiations;

Ethical norms and rules, moral and ethical standards of corporate behavior.

1.6. During the temporary absence of the Corporate Secretary, his duties are assigned to _______________.

2. FUNCTIONAL RESPONSIBILITIES

2.1. The corporate secretary performs:

Ensuring that the divisions and officials of the Organization comply with the requirements of the current legislation, the Charter of the Organization, as well as other documents guaranteeing the implementation of the rights and legitimate interests of shareholders.

Leading the preparation of decisions of the Board of Directors and other management bodies of the Organization for the development of corporate governance practices, monitoring their implementation.

Advising officials and shareholders of the Organization (hereinafter referred to as "Shareholders"), as well as members of the Board of Directors on issues of corporate law and governance.

Management of the preparation and organization of holding general meetings of Shareholders, consideration of proposals of Shareholders on issues included in the agenda of the general meeting, including candidates for election to the elected bodies of the Organization.

Ensuring the preparation of the annual report of the Organization, other documents provided to Shareholders for the holding of general meetings (annual and extraordinary), organizing the preparation and distribution of notices to Shareholders about the upcoming general meeting, voting ballots, as well as access of Shareholders to documents that are mandatory for provision to persons entitled to for participation in the general meeting, accounting for completed voting ballots received by the Organization.

Control of the work of the counting commission elected by the general meeting of Shareholders, receipt of the minutes, ballots for voting, powers of attorney from the counting commission, participation in the preparation of a draft report on the results of voting, minutes of the general meeting of Shareholders, solving other tasks related to the preparation and holding of the general meeting of Shareholders.

Ensuring compliance with the established rules and procedures for preparing and holding meetings of the Board of Directors, including developing work plans and agendas for meetings of the General Meeting of Shareholders and the Board of Directors, familiarizing newly elected members of the Board of Directors with the activities of the Organization and its internal documents, notifying members of the Board of Directors and invited at a meeting of the Board of Directors of persons about upcoming meetings, sending them materials on issues included in the agenda.

Participation in meetings of the board of directors.

Organization of keeping minutes of the meeting of the board of directors, ensuring their storage and issuance, if necessary, copies of the minutes or extracts from the minutes of the board of directors, certification of their authenticity.

Monitoring compliance with the procedure for disclosing information about the Organization established by law, as well as the charter and other documents of the Organization, including through the mechanism of public disclosure of information.

Organization of storage of documents related to the activities of the Board of Directors and the meeting of Shareholders of the Organization, and access of Shareholders to the information contained in them, making copies of documents, certifying their authenticity.

Accounting and consideration of appeals and requests from Shareholders on issues of corporate governance and exercising the rights of Shareholders.

Informing the Board of Directors of all facts of non-compliance in the management of the Organization with the requirements of the current legislation and internal documents.

Requests and receipt of information from the system of maintaining the register of Shareholders of the Organization, assistance in expanding the rights of Shareholders and their participation in corporate governance.

Interaction with professional participants in the securities market and government bodies on issues related to the regulation of corporate legal relations and the securities market.

Management of the preparation of the established reporting on corporate governance issues.

Monitoring the execution of decisions taken by the General Meeting of Shareholders and the Board of Directors.

Ensuring compliance with the established rules and procedures, including compliance with the procedure for maintaining the register of registered securities holders, the procedure for approving major transactions and transactions with interest, the procedure for issuing shares of the Organization, exercising the rights of Shareholders to place them, other procedures aimed at protecting the rights and property interests Shareholders.

Taking measures to prevent losses to the Organization and/or its Shareholders.

Facilitating a high level of business activity, compliance with ethics in relations between market participants, moral and ethical standards of corporate behavior.

3. RIGHTS

The corporate secretary has the right to:

3.1. Request and receive the necessary materials and documents related to the activities of the Corporate Secretary.

3.2. Engage in relationships with departments of third-party institutions and organizations to resolve operational issues production activities within the competence of the Corporate Secretary.

4. RESPONSIBILITY

The corporate secretary is responsible for:

4.1. Failure to fulfill their functional duties.

4.2. Inaccurate information about the status of the work.

4.3. Failure to comply with orders, instructions and instructions of the Head of the Organization.

4.4. Failure to take measures to prevent the identified violations of safety regulations, fire and other rules that pose a threat to the activities of the Organization and its employees.

4.5. Failure to comply with labor discipline.

5. WORKING CONDITIONS

5.1. The working hours of the Corporate Secretary are determined in accordance with the Internal Labor Regulations established in the Organization.

5.2. Due to business needs, the Corporate Secretary is obliged to go on business trips (including local business trips).

5.3. In accordance with _______________, the employer evaluates the performance of the Corporate Secretary. The set of measures for evaluating the effectiveness was approved by _________________ and includes:

- __________________________;

- __________________________;

- __________________________.

The job description was developed on the basis of ______________________________ ________________________________________________________________________________. (name, number and date of the document) Head of the structural unit _____________________________ _____________________ (initials, surname) (signature) "__" ___________ ____ d. Agreed: legal service _____________________________ _____________________ (initials, surname) (signature) "__"___________ ____ d.

1. The need for a corporate secretary

For many Russian joint-stock companies, the position of a corporate secretary will be an innovation. By the way, this position is not mentioned either in the JSC Law or in other legislative acts. The functions and tasks of the corporate secretary are regulated in detail only by the Code of Corporate Conduct.

The corporate secretary is a special official of the company, whose task will be to ensure that the bodies and officials of the company comply with procedural requirements that guarantee the implementation of the rights and interests of the shareholders of the company.

The secretary of the company ensures compliance with internal rules and regulations by all management bodies of the company. The secretary of the company ensures the clarity of interaction between different management bodies of the company in ϲᴏᴏᴛʙᴇᴛϲᴛʙii with the charter of the company and other internal documents.
It should be noted that proper observance of the procedure for preparing and holding a general meeting of shareholders, the activities of the board of directors, storing, disclosing and providing information about the company is of particular importance for ϶ᴛᴏm, since failure to comply with these procedures entails most violations of the rights and interests of shareholders.

Only a permanently acting person with the necessary professional qualification and not combining this activity with the performance of other functions in society. In fact, the corporate secretary is a person who is between the shareholders, management bodies and officials of the company. Through the corporate secretary, the shareholders are provided with all the information that provides the shareholders with the opportunity to influence the decisions made by the company's officials.

The corporate secretary assists the members of the board of directors in the performance of their functions, in particular, through the secretary, the members of the board of directors receive information from the executive bodies.

The secretary of the company must be subordinate and accountable to the board of directors and must not be an affiliate of the company or its officials.

The procedure for appointment (election) of the corporate secretary and the duties of such a secretary are determined in the charter of the company. The secretary of the society is either appointed or elected. The JSC Law does not specify who exactly is authorized to appoint or elect the secretary of the company. The Code of Corporate Conduct places this responsibility on the board of directors. The board of directors must also determine the terms and duration of the contract concluded with the corporate secretary and the amount of his remuneration.

2. Functions of the corporate secretary

The functions of a corporate secretary are not provided for in the JSC Law. Its powers are detailed in the Code of Corporate Conduct.

The secretary of the company plays an important role in organizing the general meeting of shareholders. In ϶ᴛᴏ, the secretary:

Prepares a list of persons entitled to participate in the general meeting of shareholders or entrusts the compilation of the ϶ᴛᴏth list to the registrar of the company;

Notifies all persons entitled to participate in the general meeting of shareholders;

Prepares and provides unrestricted access to materials to be presented at the general meeting;

Certifies and distributes copies of materials to be presented to shareholders during the general meeting;

Responds to procedural questions during the general meeting of shareholders;

The company secretary plays an important role in helping board members obtain the information they need to make informed decisions.

The secretary of the company explains to the members of the board of directors the legislative and other regulations related to corporate governance. However, he should not give legal advice on matters that are not within the scope of his duties.

The secretary of the company organizes meetings of the board of directors. Its functions include notification of meetings of the council of all its members. The Code recommends that the secretary of the company sign and keep minutes of meetings of the board of directors.

Certain functions are assigned to the corporate secretary in the field of protecting the rights of shareholders. The secretary ensures that the company properly considers shareholders' requests and sends shareholders' requests to management bodies. In addition, his duty will be to take into account corporate conflicts, incl. and conflicts related to maintaining the register of shareholders.

The secretary of the company implements the functions related to the disclosure of information, namely: ensures the storage of the company's documents; provides shareholders with unlimited access to information in accordance with the law; certifies copies of documents issued to shareholders.

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