Continued similar development of the idea multidimensional CSR model , developed by S. Wartik and F. Cochran, who focused on corporate social activities(KSD).

Corporate social activities represents the fundamental relationship between the principles of social responsibility, the process of social sensitivity and policies aimed at solving public problems [cor, p. 57].

Corporate Social Responsiveness answers the question: how exactly does the company operate?

D. Wood suggested the following corporate model social activities (KSD), including:

KSD principles,

KSD processes;

results of corporate behavior [cor., p. 58].

Table 1

Model of corporate social activity by S. Vartik and F. Cochran

KSD principle	Process - Corporate Social Responsiveness	Organizational policy in solving public problems
Economic	Reactive	Problem identification
Legal	Defensive	Problem Analysis
Ethical	Adaptive	Developing a response
Discretionary	Proactive	Implementation

CSR principles

Institutional principle of legitimacy: society provides business with legitimacy and gives it power. In the long term, this power is lost to those who, from a societal perspective, do not use it responsibly.

The organizational principle of public legal responsibility: organizations in business are responsible for those results that relate to the areas of their interaction with society.

Individual principle of freedom of managerial choice: managers are moral agents. In each area of ​​corporate social responsibility, they are required to use the freedom of choice available to them to achieve socially responsible results [cor, p. 58].

Processes of corporate social sensitivity

Assessing the business environment.

Management of interested parties (stakeholders).

Problem management.

Results of corporate behavior

Impact on society.

Social programs.

Social politics.

D. Swanson proposed reorienting D. Wood's model towards the development of CSR principles. In addition, she identified the following values organizational processes:

economizing is the process of achieving effective results within the framework of competitive behavior; at the same time, organizations are responsible for the results of economics;

the desire for power - the struggle to increase status within the management hierarchy; at the same time, when making decisions, top managers must put the interests of economizing and eco-gaging above the desire for power;

eco-building is the process of developing the organization’s connections with the external environment, ensuring the sustainability of the organization; At the same time, organizations are responsible for the results of eco-building.

Corporate Behavior– a concept that covers a variety of actions related to the management of business entities. The concept of corporate behavior was introduced by the FCSM Order No. 421/r dated April 4, 2002 “On recommendations for the application of the Code of Corporate Behavior”.

The Code of Corporate Conduct, as well as its norms, are advisory in nature. At the same time, the Government of the Russian Federation recommended that JSCs established on the territory of the Russian Federation follow the Code of Corporate Conduct.

The standards of corporate conduct described in the Code apply to business companies of all types, but they are most important for joint stock companies. This is due to the fact that it is in joint stock companies, where there is often a separation of ownership from management, that conflicts related to corporate behavior are most likely to arise.

Ethical standards used in the business community are an established system of norms of behavior and business customs, not based on legislation and forming positive expectations regarding the behavior of participants in corporate relations. Following ethical standards is a moral imperative and helps society avoid risks corporate governance.

Corporate behavior must be based on respect for the rights and legitimate interests of its participants and contribute to effective activities society, including creating jobs, increasing the value of assets, maintaining the stability of society.

The principles of corporate behavior are aimed at creating trust in relationships arising in connection with the management of the company.

Significant corporate actions are generally understood to be the performance by a company of a number of actions that can lead to fundamental corporate changes, including changes in the rights of shareholders. 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 include the following:

· Reorganization of society

· Acquisition of 30% or more of the company's outstanding shares

· Conducting major transactions and interested party transactions

· Reduction or increase of authorized capital

· Amendments to the company's charter

· Other issues of fundamental importance to society

Significant corporate actions are regulated by: Art. 6, art. 12, art. 15-24, art. 27-29, art. 33, art. 40-41, art. 72-77, art. 78-84 Federal Law “On JSC”, Art. 5 Federal Law “On the protection of the rights and legitimate interests of investors in the securities market”, Article 8, Article 17, Article 19-20, Article 22, Article 24,25,29,30 Federal Law “On the securities market” .

In order to gain corporate control over a company, it is necessary to form a controlling or sufficiently large block of shares in the company.

In this case, the methods for forming a controlling stake are divided into:

1. Constant, i.e. related to the emergence of ownership rights to shares

2. Temporary, i.e. related to obtaining certain temporary rights to shares

The most common forms of obtaining corporate control:

1. purchase of shares from minority shareholders;

2. purchase of debt obligations;

3. use of court decisions (definitions);

4. additional issue of shares;

5. carrying out reorganization;

6. holding parallel general meetings of shareholders with the election of new executive management bodies;

7. lobbying for specific transactions with shares held by federal, regional and municipal authorities;

8. obtaining a power of attorney from shareholders.

Takeover is an illegal action taken against a target company to gain control of it or its assets.

The main feature that distinguishes lawful actions to gain control over a particular enterprise from “takeovers” itself is the violation or compliance by persons acquiring control over the enterprise with the norms of Russian laws, including criminal law. In the first case, the interested party has legal grounds for obtaining control (for example, a purchased controlling stake or accounts payable (in case of bankruptcy)), but in the second there are no such legal grounds. In the second case, to gain control over assets, the raider uses fictitious grounds, or seeks to obtain formally legal grounds for achieving control through corruption or on other unlawful grounds (submission of deliberately forged documents to the court).

The main techniques used in the “takeover” of enterprises:

1. Unlawful actions against the company or its property using forged documents (direct use of forgery without the participation of the court).

2. “Takeover” of society using unjust decisions (rulings) of courts of general jurisdiction and arbitration courts

3. Abuses in the criminal legal sphere

4. Forceful “capture” of the enterprise

Corporate governance is conscious management, which is carried out by bodies specially formed in the corporation.

European legislation knows two models of JSC management - German and French. They are characterized by a three-level management system based on a dualistic principle, i.e. on a clear separation of supervisory and administrative functions.

In accordance with the German management model, enshrined in the German Shareholders' Law, the system of management bodies of a joint-stock company includes a board, which is the executive body; the supervisory board, acting as a control body and representing the interests of shareholders in the periods between meetings; and the general meeting of shareholders.

The board manages the company under its own responsibility. The board may include one or more persons. Only a fully capable individual can be a member of the board. A person who, by a court verdict or decision of an administrative body, is prohibited from carrying out a professional activity, a certain type of it, a trade or a certain type of it, cannot, for the period of this ban, be a member of the board of a company whose subject of activity fully or partially coincides with the subject of the ban.

Members of the board are appointed by the supervisory board for a term of no more than five years. Reappointment or extension of powers in each case for a period of not more than five years is permitted.

The Supervisory Board of the JSC consists of three members or any other number divisible by three. Depending on the size of the share capital, German Shareholders' Law sets the maximum number of members of the supervisory board - from 9 to 21 people.

The Supervisory Board includes members of the Supervisory Board from shareholders and employees.

The French model of managing a joint stock company is characterized by the fact that the company has the right to choose a management system from two options established by law: either a two-level management system or a three-level one. The first option is the so-called classical leadership, in which the management of the joint-stock company is carried out by the administrative council (administration council), which elects the president. The second option is a new type of management, borrowed from German legislation, in which the JSC is led by a directorate, and the supervisory board exercises control over its activities. One or another option for managing a joint-stock company must be defined in the company’s charter.

Under classical management, a joint stock company is governed by an administrative council consisting of at least three persons (administrators), but no more than 24 persons, depending on the amount of capital of the company.

Administrators are appointed by the general meeting of shareholders for a period of no more than six years, but a shorter period may be established by the charter. Administrators may be re-elected unless otherwise provided by the charter. They can be revoked at any time by the next general meeting.

An individual (including a foreign one) or a legal entity may be appointed as an administrator, who is obliged in this case to determine a permanent representative. An individual cannot simultaneously sit on more than eight administrative councils of joint-stock companies located in France.

The "new" type of management in France (or the German version of management) is as follows. The joint stock company is governed by a directorate (board) consisting of no more than five members. In a JSC with a small authorized capital, the functions assigned to the directorate can be performed by one person (who is called in this case the general director).

The Directorate carries out its functions under the control of the Supervisory Board. Members of the directorate are appointed by the supervisory board, which assigns to one of them the rights and duties of the president. Members of the Directorate can only be individuals, they may not be shareholders. The duration of the mandate of a member of the directorate is four years. Members of the directorate can also be employees of the joint-stock company. The Supervisory Board sets the standard and amount of remuneration for each member of the directorate.

The Directorate is endowed with the broadest powers in order to act in any situation on behalf of the society.

The directorate submits a report at least once a quarter supervisory board, who, in turn, presents an opinion on the directorate’s report, as well as on the annual accounts, to the general meeting.

Company management in the UK is based on the monistic principle, i.e. the principle of unified management (boad system). In contrast to the three-level management system of joint-stock companies in continental law, companies in England are characterized by a two-level management system.

According to the Companies Act 1985, the bodies of a company are: a) the directors and company secretary and b) the general meeting of shareholders.

Directors. The management of the company's activities is carried out by the directors in the exercise of powers vested in the company.

Directors determine the structure of the company's day-to-day management. They have the right to create any committees consisting of one or more directors. They may also delegate their powers to the managing director or any other director to direct the relevant executive bodies of the company. The powers of these persons may be revoked at any time.

As general rule The directors form a board of directors headed by its chairman. The board consists of directors who hold managerial positions (executive directors) as well as directors who do not hold any executive positions (non-executive directors). Each director has the right to appoint an alternative director, who, in the absence of the main director, has the right to exercise all his powers and duties, including participation in the board of directors with a casting vote. The principal director has the right to remove an alternate director from office at any time.

IN public companies the number of directors must be at least two; in private companies there can be one director.

The first directors must be named in the company's registration statement. They put their signatures on the company's founding documents. The first directors exercise their powers until the first annual meeting company members.

The current management structure of business corporations in the United States is two-tier. The governing bodies of the corporation are: the board of directors and the general meeting of shareholders .

The board of directors directs all activities of the corporation. The laws of all states contain a provision approximately as follows: "All the powers of a corporation shall be exercised by or under the direction of a board of directors, and all activities of the corporation shall be carried on under the direction of a board of directors, the powers of which may be limited by the articles of incorporation."

The number of directors cannot be less than three, but if shares have not yet been issued, then there may be two or one directors. If the corporation has one shareholder, then it is possible to appoint one or two directors, and if there are two shareholders, then three directors.

The director may not be a shareholder of the corporation. Generally, directors are elected for one year with the right to re-election. At the same time, continuity on the board of directors must be ensured. Directors can be removed from office by the general meeting on certain grounds (fraud, abuse of office, commission of a crime), and, if the law allows, then without any reason.

The Board of Directors forms various committees. The functions of the committees include analysis of the functioning of internal control and risk management systems, analysis of preliminary results of the reporting year, annual financial statements, control over compliance with legislation and the corporate governance code.

One of the main committees is the audit committee.

Family model.

Russian model.

Continued similar development of the idea multidimensional CSR model , developed by S. Wartik and F. Cochran, who focused on corporate social performance (CSP).

Corporate social activities represents the fundamental relationship between the principles social responsibility, the process of social sensitivity and policies aimed at solving public problems [cor, p. 57].

Corporate Social Responsiveness answers the question: how exactly does the company operate?

D. Wood suggested the following corporate social performance model(KSD), including:

· principles of KSD,

· KSD processes;

· results of corporate behavior [core, p. 58].

Table 1

CSR principles

1. Institutional principle of legitimacy: society provides business with legitimacy and gives it power. In the long term, this power is lost to those who, from a societal perspective, do not use it responsibly.

2. The organizational principle of public legal responsibility: organizations in business are responsible for those results that relate to the areas of their interaction with society.

3. Individual principle of freedom of managerial choice: managers are moral agents. In each area of ​​corporate social responsibility, they are required to use the freedom of choice available to them to achieve socially responsible results [cor, p. 58].

Processes of corporate social sensitivity

· Assessing the business environment.

· Stakeholder management.

· Problem management.

Results of corporate behavior

· Impact on society.

· Social programs.

· Social politics.

D. Swanson proposed reorienting D. Wood's model towards the development of CSR principles. In addition, she identified the following value-based organizational processes:

· economizing is the process of achieving effective results within the framework of competitive behavior; at the same time, organizations are responsible for the results of economics;

· the desire for power - the struggle to increase status within the management hierarchy; at the same time, when making decisions, top managers must put the interests of economizing and eco-gaging above the desire for power;

· eco-building is the process of developing the organization’s connections with the external environment, ensuring the sustainability of the organization; At the same time, organizations are responsible for the results of eco-building.

Stakeholder Concepts

In addition to the concept of CSD, starting from the 90s of the 20th century, alternative concepts of CSD began to develop - the concept of stakeholders or interested parties, the concept of corporate citizenship and the concept of corporate sustainability.

Interested parties of the company (stakeholders), according to E. Freeman's definition, these are any individuals, groups or organizations that have a significant influence on the decisions made by the company and/or are influenced by these decisions [cor., p. 60].

Sample list of stakeholders modern organization:

· owners;

· consumers;

· consumer protection groups;

· competitors;

· mass media;

· employees;

· interest groups;

· defenders environment;

· suppliers;

· government organizations;

· local community organizations.

3.4. Concept of corporate citizenship and corporate sustainability

Corporate citizenship concept pays special attention to the presence of civil rights and obligations of organizations, and also connects their activities with the implementation of the rights and obligations of the relevant individuals [cor., p. 60].

A. Caroll, using the term “corporate citizenship,” wrote that it has four facets: economic, legal, ethical and philanthropic. Thus, in his interpretation, corporate citizenship corresponds to CSR.

A close, but still significantly different definition was given by I. Maignan and O. Ferrell: “ Corporate Citizenship"is the degree to which a company meets the economic, legal and philanthropic responsibilities placed on them by its stakeholders."

Corporate Sustainability Concept- the youngest of the concepts that make up CSR. This concept was pioneered by J. Elkington, who introduced the concept of the triple bottom line of a corporation, which includes financial and environmental dimensions consistent with the idea of ​​eco-efficiency, and, most importantly, the assessment of social and broader economic impact, which is rarely taken into account by the traditional financial bottom line.

In addition, he indicated possible ways implementation of new business strategies that can simultaneously bring benefits to the company, its consumers and natural environment. Elkington outlined the three foundations of sustainability as PP (People, Planet, Profits). His idea of ​​sustainable development was perceived as a new paradigm for business development, incorporating the principles of CSR, set out in the form of ZR.

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Introduction

The Russian Code of Corporate Conduct was prepared by the Federal Commission for the Securities Market and law firm"Cooder Brothers", approved at a meeting of the Government of the Russian Federation on November 28, 2001 and recommended for use by joint-stock companies by order of the Central Committee of the Securities Market of the Russian Federation dated April 4, 2002.

The Russian Code of Corporate Conduct is not a regulatory legal act and is of a recommendatory nature. It represents a set of principles " best practice”, which corporations can follow voluntarily. The Code is a kind of guideline for the corporation in establishing its management system, in organizing relationships between shareholders and management, and in resolving internal corporate conflicts. The purpose of such a standard of behavior for a corporation is to balance the interests of the corporation’s participants and other stakeholders ( hired workers, partners).

This is, to a greater extent, a document containing recommendations of a moral and ethical nature, a standard for assessing the behavior of a corporation from the point of view of integrity, reasonableness and fairness.

In other words, if a corporation wants to be attractive to investors and have shares listed on the securities market, and wants to minimize internal corporate conflicts, it will have to follow the recommendations of the Code of Corporate Conduct.

It is worth noting that following in the footsteps of the Code of Corporate Conduct developed and approved by the Federal Financial Markets Service (Order of the Federal Securities Commission of Russia dated April 4, 2002 No. 421/r), similar, but already “intra-industry” Codes are appearing (for example, the Code of Ethical Principles of Banking (new edition) , Materials of the XIX Congress of the ARB, 2008,

1. Principles of Corporate Behavior

corporate company shareholder

Corporate behavior must 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 in the future.

The basis for the effective activities 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 relationships arising in connection with the management of the company. Today there are only exactly seven of them in Russia.

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

Second principle. Corporate conduct practices should ensure equal treatment of shareholders who own an equal number of shares of the same type (category).

Third principle. Corporate conduct practices should ensure that the board of directors 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.

Fourth principle. The practice of corporate behavior should provide the executive bodies of the company with the opportunity to exercise management wisely, in good faith, solely in the interests of society 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.

Fifth principle. The practice of corporate behavior should ensure the timely disclosure of complete and reliable information about the company, including its financial situation, economic indicators, ownership and management structure, so that shareholders and investors of the company have the opportunity to make informed decisions.

Sixth principle. The practice of corporate conduct must take into account the rights of stakeholders, including company employees, provided for by law, and encourage active cooperation between society and stakeholders.

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

In the sections of the same name in some Codes Russian companies You can find information that the Company understands and is aware of the importance of improving the corporate governance of its subsidiaries and dependent business companies. Will strive to ensure openness and transparency of their activities, as well as to introduce the basic principles of the Code into the practice of corporate governance and corporate conduct of these dependent Companies.

2. General Meeting of Shareholders

By participating in the Company, shareholders risk the capital invested in it. It is the shareholders who are the owners of this or that business entity, therefore they have the right to receive from the board of directors and executive bodies of the Company a detailed and reliable report on the policies being pursued. Holding a general meeting of shareholders provides the Company with the opportunity to inform shareholders about its activities, achievements and strategic plans, involve them in discussions and decision-making on the most important issues of the Company’s activities. For a minority shareholder, the annual general meeting is the only opportunity to obtain information about the activities of the Company, ask its management questions regarding the management of the Company, and express their attitude to the policies pursued by the management of the Company. By participating in the general meeting, the shareholder exercises his right to participate in the management of the Company.

An integral condition for shareholders' trust in the Company is the establishment of a procedure for holding a general meeting that would ensure equal treatment of all shareholders and would not be excessively expensive, complex and burdensome for shareholders.

There are two stages - convening, preparing and holding a general meeting of shareholders.

When convening and preparing Before holding a general meeting of shareholders, it is recommended to inform shareholders in advance about the date and place of its holding. A number of companies directly register the media (“ Russian newspaper") in which shareholders will be informed about the meeting. 2 It is recommended to adhere to a 30-day period during which shareholders must be informed about the meeting. This is exactly the amount of time that should be enough for shareholders to prepare a balanced position on the issues on the agenda and obtain other necessary information. It is recommended that the annual general meeting of shareholders be held no earlier than 9 and no later than 22 o'clock local time.

The General Meeting of Shareholders can be held either in person or in absentia, of which the Company must inform shareholders in advance. The legislation establishes both requirements for the content of such a message and establishes the possibility of notifying about the holding of a general meeting of shareholders different ways(sending a message by mail, delivery, publication, etc.).

The Company provides shareholders with the opportunity to familiarize themselves with the list of persons entitled to participate in the general meeting of shareholders, which allows shareholders owning at least one percent of the votes to assess the balance of power at the upcoming meeting and, if necessary, contact other shareholders to discuss issues of the upcoming meeting.

By law, the Company is obliged to issue to any person who applies to it an extract from the list of persons entitled to participate in the general meeting, or a certificate stating that this person is not included in the list, in addition, a shareholder who is not included in the list without reason, or a shareholder whose data is incorrect, has the right to seek inclusion in the list or correction of data about him. .

The legislation determines the list of information that must be provided to shareholders in preparation for the general meeting. This list can be expanded in the company's charter; in particular, in addition to the annual report provided in accordance with the law, it is recommended that the company's charter provide for the provision of a report from the board of directors to shareholders.

The agenda of the general meeting is for shareholders the only source of information about the issues on which decisions are planned to be made at the general meeting, which is why it is recommended that the issues on the agenda of the general meeting of shareholders be clearly defined and exclude the possibility of their different interpretations. It is important to note that the shareholder’s right to participate in the management of the Company presupposes the ability to propose issues for the agenda of the general meeting and nominate candidates for members of the management bodies, as well as demand the convening of a general meeting, however, for this it is necessary to have a certain number of shares at the time of making the relevant proposal.

When holding a general meeting of shareholders , as part of the agenda, it is recommended to provide time for speeches by shareholders, in addition to speeches by key officials of the company, including chairmen of committees of the board of directors. The Company is recommended to ensure the presence at the general meeting of the General Director, members of the Management Board, as well as members of the Board of Directors, the Company's auditor, and ensure the participation of members of the Company's Audit Commission.

When determining the procedure for registering participants in the general meeting of shareholders, it is recommended to be guided by the rule that any shareholder wishing to take part in the general meeting must have such an opportunity, which is necessary to exclude the possibility of using this procedure to remove “undesirable” shareholders from participation in the general meeting. There are companies that directly indicate those whom they want to see among their shareholders: “...their strategic partners, clients who consider participation in equity capital as part of a long-term cooperation program.” 3

3. Board of Directors of the Company

The Code defines the following sections that regulate the functioning of the board of directors, namely:

functions of the board of directors;

composition of the board of directors and its formation;

duties of members of the board of directors;

organization of the activities of the board of directors;

remuneration of members of the board of directors;

responsibility of members of the board of directors.

TO functions of the board of directors It is possible to include the responsibility to determine priority directions for the development of the Company, establishing the main guidelines for the company’s activities for the long term; it is also recommended to include the approval of internal control procedures over the financial and economic activities of the company within the competence of the board of directors. One of the important functions should be considered control over the creation of a risk management system that would allow assessing the risks faced by the Company, since these risks will ultimately be forced to be assumed by the shareholders themselves.

Legislation establishes the accountability of executive bodies to shareholders and the board of directors of the company. The Board of Directors is recommended to suspend the powers of the General Director ( management organization, manager), in particular, if violations are identified in the performance of this person’s duties. The competence of the board of directors includes determining the qualification requirements and amount of remuneration for the head of the Company and key top managers.

Concerning composition of the board of directors , then it is necessary to say that it must enjoy the unconditional trust of shareholders, otherwise it will not be able to effectively perform its functions. Members of the board of directors must have the knowledge, skills and experience necessary to make decisions, and its size must allow for fruitful, constructive discussion and quick and informed decisions.

To the main duties of members of the board of directors can be attributed - the manifestation of care and prudence that should be expected from a good leader in a similar situation under similar circumstances, one should actively participate in the work of the board of directors.

Organization of the activities of the board of directors. In order for the board of directors to successfully accomplish its tasks, a chairman is appointed who is responsible for setting the agenda for meetings of the board of directors, organizing the development of the most effective decisions on the agenda items and, if necessary, free discussion of these issues, as well as a friendly and constructive atmosphere for the meetings.

It has been established that the best form of holding a meeting of the board of directors is in person, which makes it possible to discuss issues on the agenda by members of the board of directors; however, the Company should allow the possibility of holding meetings in absentia. The choice of form depends on the content of the agenda.

It is recommended to create the following committees on the board of directors on an ongoing basis, which will consider in more detail the most important questions relating to the life of the Company - the Strategic Planning Committee, which helps improve the efficiency of the company in the long term, the Audit Committee, whose task is to ensure control of the board of directors over the financial and economic activities of the Company, the Personnel and Remuneration Committee creates the necessary motivation for successful work and promotes the attraction of qualified specialists to the management of the Company, the responsibility of the Committee for Resolving Corporate Conflicts lies in the area of ​​prevention and effective resolution of corporate conflicts with the participation of shareholders of the company, and the functions of the Ethics Committee include creating conditions for employees and management of the Company to comply with ethical standards and building trusting relationships in society.

Remuneration for members of the board of directors is determined by the criteria developed by the HR and Remuneration Committee, however, there is general recommendations, who make a recommendation regarding the same amount of remuneration for all members of the board of directors.

Responsibility of members of the board of directors may be incurred by the Company if it is proven that a member of the board of directors in his decisions and in the performance of his duties did not act reasonably and in good faith, that is, did not show the care and prudence that should be expected from a good leader, and also did not take all possible measures for the proper performance of his duties, while a member of the board of directors is considered not to have acted reasonably and in good faith if he has a personal interest in accepting specific solution or did not carefully review all the information necessary to make a decision.

4. Executive bodies of the Company

The executive bodies of the Company play a vital role in its development and daily life, are responsible for the daily, operational work of its various divisions and its compliance with the financial and economic plan, and also conscientiously, timely and effectively implement the decisions of the Board of Directors of the Company and the general meeting of shareholders.

The executive bodies include the board and the sole executive agency(CEO, managing organization, manager), which is a key element in the corporate governance structure.

The main task of the executive bodies is the receipt of dividends by shareholders and the development of the Company itself and the organization of its effective work in the long term.

The competence of the executive bodies of the Company includes the following: organizing the development of the most important documents of the Company in priority areas of activity and the financial and economic plan adopted by the board of directors, approval of internal documents on issues within the competence of the executive bodies, approval of any real estate transactions, receipt of loans by the company, if the execution of such transactions is not part of ordinary economic activity Companies, a number of issues regarding the interaction of the company with subsidiaries and dependent companies, branches and representative offices. In practice, one can find a direct indication in the text of the Code indicating that “...The General Director does not have the right to make decisions on issues within the competence of the Company’s Management Board.” 4

It is advisable to appoint persons to the position of General Director who have qualifications both in the field of activity of the Company and in the field of management, in employment contracts with him and the members of the board, it is recommended to include the most detailed list of the rights and responsibilities of these persons.

The General Director and members of the board must act reasonably and conscientiously in the interests of the Company; their direct responsibilities include ensuring the activities of the Company in strict accordance with the legislation, charter and other internal documents; they must not accept gifts or receive other direct or indirect benefits, the purpose of which is to to influence the activities of the CEO or board member.

The General Director (management organization, manager) and members of the board must not disclose or use confidential and insider information about the Company for personal selfish interests and in the interests of third parties and must all possible ways protect it from disclosure to third parties. In some Codes (Alfa-Bank) you can find a direct prohibition on the right to hold the positions of Chairman of the Management Board and members of the Management Board in other organizations that are credit or insurance organizations, professional participants in the securities market or are affiliated persons in relation to the Bank. 5

The Company recommends organizing regular consultations between executive bodies and employees when executive bodies make decisions that directly affect the working conditions of workers, and also strive to create the necessary conditions to ensure the health of workers and their labor safety.

The organization of board meetings should ensure the effectiveness of its activities; it is recommended to notify board members in advance with agenda items, which can make the discussion of issues more constructive. According to the law, minutes are kept at a meeting of the company's board of directors, which are handed over, if necessary, to the audit commission, members of the board of directors and the company's auditor.

The amount of monetary remuneration of the executive body must reflect its real contribution to achieving the Company’s indicators and be sufficient to ensure that a highly qualified manager does not have a desire to change jobs due to low, in his opinion, remuneration. It is recommended to provide for the possibility of paying various incentive bonuses and bonuses, which may be tied to the increase in the market value of the Company's shares.

The General Director (management organization, manager) and members of the Company's board are responsible for the improper performance of their duties, therefore the Company is recommended to actively use the right to go to court to claim compensation for losses from these persons if this becomes necessary.

5. Corporate Secretary of the Company

The Corporate Secretary of the Company is a person who does not combine other positions in the Company and is responsible for ensuring that the bodies and officials of the Company comply with procedural requirements that guarantee the implementation of the rights and interests of the company's shareholders.

The main functions of the corporate secretary include: preparing and holding a general meeting of shareholders in accordance with the requirements of the law, the charter and other internal documents of the Company on the basis of a decision to hold a general meeting of shareholders; the corporate secretary also ensures the preparation and holding of meetings of the board of directors in accordance with the requirements of the law , charter and other internal documents of the Company, provides assistance to members of the board of directors in the performance of their functions, ensures the disclosure or provision of information about the Company and storage of the Company’s documents, monitors the proper consideration by the Company of shareholders’ requests and the resolution of conflicts related to violations of shareholders’ rights.

If the volume of work is large enough, then it is possible to create an office of the Secretary of the Company, the composition, number, structure and job responsibilities of the employees of which are determined by the documents of the Company. The Secretary must have the powers necessary for him to perform his duties.

It is worth noting that the rights and responsibilities of a corporate secretary, as well as the very fact of his presence, are not prescribed in the text of the Code in all companies, even very large ones. 6 The Codes of some companies prescribe a procedure in which, if a secretary is not appointed, his functions are performed by the secretary of the board of directors together with other services of the Company. 7

As a rule, the appointment of a secretary of the Company falls within the competence of the board of directors; accordingly, the secretary of the Company must be accountable and subordinate to the board of directors in accordance with the terms of the agreement. The Company Secretary must have the knowledge necessary to carry out the functions assigned to him, and also enjoy the trust of shareholders and members of the board of directors.

6. Significant corporate actions

Significant corporate actions are events that may result in fundamental corporate changes, including changes in shareholder rights. It is believed that significant corporate actions must be accompanied by maximum openness and transparency. When performing such actions, the Company must be guided by the principles of trust and openness.

Significant corporate actions usually include:

1. Major transactions that are carried out in the manner established for major transactions;

2. Creation and liquidation of branches and representative offices of the Company; 8

3. Reorganization of the Bank; 9

4. Acquisition of 30 percent or more of the outstanding shares of the Company (absorption), which significantly affect the structural and financial condition company and, accordingly, on the position of shareholders. 10

Summarizing the above, it can be noted that the basis for classifying transactions as large is the ratio of the book value or purchase price of the property that is the object of such a transaction with the book value of all assets of the Company itself.

There are a number of recommendations regarding what conditions must be met in order to take significant corporate actions. First of all, it is necessary that all major transactions are approved before they are completed. To complete a major transaction, it is recommended to engage an independent appraiser.

In case of a takeover (acquisition of 30 percent or more of the Company's shares, which significantly affect the structural and financial condition of the Company and, accordingly, the position of shareholders), the Board of Directors is recommended to bring to the attention of shareholders its opinion regarding the planned takeover, however, it is not recommended to take any obstacles takeover actions that are contrary to the interests of the Company's shareholders or as a result of which the interests of the Company and its shareholders may be significantly affected. It is also 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).

When reorganizing the Company, the Board of Directors must actively participate in determining the conditions for the reorganization of the company. To determine the conversion ratio of shares during reorganization, it is recommended to involve an independent appraiser. It is recommended that notification of a joint general meeting be carried out by each Company participating in the merger (accession) in the manner established for this Company. It is recommended that the voting rules at the joint general meeting of the reorganized legal entities complied with the voting rules at the general meeting of the legal entity being created.

7. Disclosure of information about the Company

The information that the Company presents about itself must be neutral and balanced for all user groups.

Most companies that have bothered to create the Code have official pages on the Internet, which they actively use to solve such problems - informing shareholders about significant events, publishing regular reports, etc., indicating exactly the address of their website as the location for posting information about themselves.

Some companies post on their websites documents that define the information policy of the Company, which in turn should provide the possibility of free and unburdened access to information about the Company. It is recommended that the Company post it on its website following documents- the text of the charter and amendments to it, quarterly reports, prospectuses, audit reports, information on material facts, as well as information regarding the holding of general meetings of shareholders and the most important decisions of the board of directors, information on the development strategy of the Company.

Among the main forms of information disclosure are: prospectuses, in which the Company, in addition to the information specified in the law, is recommended to disclose all material information about itself, for example, in addition to information about members of the board of directors, the general director (management organization, manager) and members of the board, it is recommended to disclose similar information about other officials of the company, in including the secretary of the company, deputy general directors and chief accountant of the Company, as well as quarterly reports, which contain information required by law.

As stated in the previous section, it is advisable to ensure shareholders’ access to information through the Company’s secretary; when preparing and holding a general meeting, the Company’s shareholders are recommended to provide all material information on each item on the agenda. It is recommended to include the following basic information - the Company's annual report, balance sheet, profit and loss statement, recommendations of the board of directors on the distribution of the company's profits, including the payment of dividends, and the rationale for each such recommendation, conclusions of the company's audit commission and other documents that allow shareholders to evaluate the results of the Company’s activities for the year.

As for information constituting a commercial or official secret, it must be properly protected. The Company must organize control over the use of insider information, i.e. information about the activities of the Company, shares and other securities of the Company and transactions with them, which is not publicly available and the disclosure of which may have a significant impact on market value shares and other securities of the company.

8. Control over the financial and economic activities of the Company

The system of control over the financial and economic activities of the Company is designed to increase confidence in the Company on the part of shareholders and investors. To solve this problem, it is necessary to solve the following tasks - adopting and ensuring the implementation of the financial and economic plan, establishing and ensuring compliance with effective internal control procedures, ensuring an effective and transparent management system in the Company, including preventing and suppressing abuses on the part of executive bodies and officials of the Company, prevention, identification and limitation of financial and operational risks, ensuring the reliability of financial information used or disclosed by the Company.

The system of control over the financial and economic activities of the Company must include the fulfillment of the following conditions - the Company must ensure the creation and effective functioning of a system of daily control over financial and economic activities, while it is recommended to delimit the competence of the bodies and persons included in the system of control over the financial and economic activities of the Company carrying out the development, approval, application and assessment of the effectiveness of internal control procedures, and the composition of the audit committee, audit commission and control and audit service of the Company should allow effective control over the financial and economic activities of the Company. The Audit Committee is recommended to hold meetings at least once a month and prepare its recommendations for the Board of Directors of the Company

For high-quality and timely control over the performance of business transactions, the financial and business operations of the Company carried out within the framework of the financial and business plan are subject to subsequent control, and non-standard transactions require prior approval of the Board of Directors of the Company, and it is recommended that the Board of Directors be provided with complete information on the financial results -economic activities of the Company.

The activities of the audit commission must be organized in such a way that the procedure for conducting inspections by the audit commission of the Company can ensure the effectiveness of this mechanism of control over the financial and economic activities of the Company, in turn, the audit must be carried out in such a way that its result is the receipt of objective and complete information about activities of the Company.

9. Dividends

Information about the dividend policy is essential information for both existing shareholders and investors, as well as for potential ones, which is why the Company recommends establishing a transparent and understandable mechanism for determining the size of dividends and their payment to shareholders.

The information itself about the adoption of a decision (announcement) on the payment of dividends should be sufficient to form an accurate idea of ​​the existence of conditions for the payment of dividends and the procedure for their payment, and the procedure for determining the amount of dividends should exclude the possibility of misleading shareholders regarding their size.

The payment of dividends should best facilitate the exercise of the shareholders' right to receive them, and in the event of incomplete or untimely payment, the Company is recommended to provide for sanctions that can be applied to the general director and members of the board in this case

10. Resolution of corporate conflicts

Both the prevention and resolution of corporate conflicts are facilitated by the Company’s exact and unconditional compliance with the law, as well as its conscientious and reasonable behavior in relations with shareholders. However, conflicts are inevitable and can arise both between the Company and shareholders, and between individual shareholders.

Conflicts can be resolved either before judicial procedure, and in the judicial, especially since the legislation does not establish requirements for mandatory compliance any pre-trial procedures to resolve corporate conflicts. The Code of some companies makes reference to the possibility of resolving conflicts in arbitration courts. eleven

The effectiveness of work to prevent and resolve corporate conflicts presupposes the most complete and prompt identification of such conflicts, if they have arisen or may arise in the Company, clear coordination of the actions of all bodies of the Company, while the position of the Company itself in a corporate conflict should be based solely on the provisions of the law.

It is worth noting that the competence of the Company’s bodies to consider and resolve corporate conflicts is recommended to be clearly delineated. In order to ensure the objectivity of the assessment of a corporate conflict and create conditions for its effective resolution, persons whose interests the conflict affects or may affect should not take part in making a decision on this conflict, and in the event of a corporate conflict between shareholders of the Company that could affect the interests of the company itself or its other shareholders, the body of the Company responsible for considering this dispute should decide whether this dispute affects the interests of the company and whether its participation will contribute to the resolution of such a dispute, as well as take all necessary and possible measures to resolve such a conflict.

Conclusion

In conclusion, it should be noted that the application of corporate conduct 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 conduct is a critical measure needed to increase investment inflows, and one way to achieve this would be through the introduction of certain standards established based on an analysis of best practices in corporate conduct. 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 an employee is interested in the development of the organization in which he works, a certain standard of behavior will help him in achieving the tasks assigned to him. As a rule, all company employees voluntarily undertake obligations to comply with the principles, norms and rules business conduct established in this Code. The code describes the values ​​and ethical principles on which work is based and defines uniform standards of behavior in the company. A clear understanding of the moral guidelines of activity is necessary for the coordinated work of all departments. Determining the values ​​and strategic goals of the company will help each employee understand how the organization is developing, on what principles it builds relationships with shareholders and clients, and 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) O.A. Makarova. Corporate law: Textbook. - M.: Wolters Kluwe 2005 - 432 p.

2) Order of the Federal Securities Commission of Russia dated April 4, 2002 No. 421 (On recommendations of the code of corporate conduct).

3) A.N. Asaul, M.A. Asaul, P.Yu. Erofeev, M.P. Erofeev, Organizational culture: problems of formation and management., St. Petersburg: Humanistics, 2006.

4) Code of Corporate Conduct. Official website of the Federal Financial Markets Service of the Russian Federation. - URL: http://www.fcsm.ru/ru/legislation/corp_management_study/corp_codex/

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

1. Principles of corporate behavior……………………………………………………………. … 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. Resolution of corporate conflicts……………………………………. 25

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

List of references……………………………………………………….. 28

Appendix 2 (Regulations on corporate information policy

JSC Aeroflot)

INTRODUCTION

“Corporate behavior” is a concept that covers a variety of actions related to the management of business entities. Corporate behavior influences the economic performance of business entities and their ability to attract capital necessary for economic growth. Improving corporate behavior in the Russian Federation is the most important measure necessary to increase the flow of investment into all sectors of the Russian economy, both from domestic sources and from foreign investors. One way to achieve this would be to introduce certain standards based on an analysis of best practices in corporate conduct.

Standards of corporate conduct apply to business companies of all types, but they are most important for joint-stock companies. This is due to the fact that it is in joint stock companies, where there is often a separation of ownership from management, that conflicts related to corporate behavior are most likely to arise. Therefore, the Code was developed primarily for joint-stock companies entering the capital market. However, this does not exclude the possibility of its use by any other business entities.

The relevance of the Code today is that corporate behavior 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 corporate conduct standards is to protect the interests of all shareholders, regardless of the size of the shareholding they own. The more high level protection of the interests of shareholders will be achieved, the more Russian joint-stock companies (hereinafter referred to as the Companies) will be able to count on large investments, 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 can develop its own code of corporate conduct in accordance with general recommendations.

Legislation is unable to respond in a timely manner to changes in corporate behavior practices, since introducing changes to legislation requires significant time. Many issues related to corporate conduct lie outside the legislative sphere and are of an ethical rather than legal nature.

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

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

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

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

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

The purpose of the Code is to reveal the basic principles of best practice of corporate conduct, according to which Russian companies can build their system of corporate conduct.

1. PRINCIPLES OF CORPORATE CONDUCT

Corporate behavior must 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 the effective operation and investment attractiveness of a company is trust between all participants in corporate behavior. The principles of corporate conduct contained in this chapter are aimed at creating trust in relationships arising in connection with the management of the 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 basic 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 behavior, as well as the experience accumulated in Russia since the adoption Federal Law"On joint stock companies."

1. Corporate behavior practices should ensure

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

1.1. Shareholders must be provided with reliable and efficient means of recording ownership of shares, as well as

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 must 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 intention of causing harm to other shareholders or society, as well as other abuses of shareholder rights, are not permitted.

2. Corporate behavior practices should ensure equal treatment of shareholders who own an equal number of shares of the same type (category). All shareholders must be able to obtain effective protection if their rights are violated.

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 development strategy of the company and also ensures effective control over the financial and economic activities of the company.

3.2. The composition of the company's board of directors must ensure the most effective implementation of the functions assigned to the board of directors.

3.4. The board of directors ensures the effective activities of the company's executive bodies and controls them.

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

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

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

5. The practice of corporate behavior 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 company's shareholders and investors.

5.1. Shareholders must have equal opportunities to access the same information.

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

information about society.

5.3. Shareholders must have the opportunity to receive complete and reliable information, including about the financial position of the company, the results of its activities, the management of the company, major shareholders company, as well as 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 behavior must take into account the rights of stakeholders 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,

creating new jobs.

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

6.2. The management bodies of the company must promote the interest of the company’s employees in efficient work society.

7. The practice of corporate behavior must 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. For this purpose, it is recommended that the company’s activities 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 differentiate the competence of the bodies included in the system of control over its financial and economic activities and the persons responsible for the development, approval, application and evaluation of the internal control system. It is recommended to entrust the development of internal control procedures to the internal control service (hereinafter referred to as the control and audit service), independent of the 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, therefore they should be able to receive from the board of directors and executive bodies of the company a detailed and reliable report on the policies pursued by the company. Holding a general meeting of shareholders provides the company with the opportunity, less than once a year, to inform shareholders about its activities, achievements and plans, to involve them in discussions and decision-making on the most important issues of the company's activities. For a minority shareholder, the annual general meeting is often the only opportunity to obtain information 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 the trust of shareholders in the company is the establishment of a procedure for holding a general meeting that would ensure equal treatment of all shareholders and would not be excessively expensive and difficult for shareholders.

1. Convening and preparing for the general meeting of shareholders

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

1.3. It is recommended that the information provided in preparation for the general meeting of shareholders, as well as the procedure for its provision, allow shareholders to obtain a complete picture of the company’s activities and make informed decisions on the issues on the agenda.

1.5. The rights of shareholders to demand the convening of a general meeting of shareholders and to make proposals on the agenda of the meeting should not be associated with 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 for the agenda of the general meeting and nominate candidates for members of the management bodies, as well as demand the convening of a general meeting. The legislation establishes certain requirements for the number of shares that a shareholder must own at the time of making the relevant proposal. The majority of shares in Russia are issued in uncertificated form, and the legislation on the securities market allows the rights to such shares to be taken into account both in the register and in the securities account at the depositary. 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 for itself the availability of the corresponding right in the register. If the right to shares is recorded in a securities account, it is recommended to recognize the statement of the corresponding account as sufficient confirmation of the rights to shares.

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

1.7. It is recommended that each shareholder have the opportunity to exercise his voting rights 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 should be given a power of attorney. The legislation establishes formal requirements for such a power of attorney, failure to comply with which may lead to its recognition as invalid. To avoid this possibility, it is recommended that the company, along with the voting ballot form, send shareholders a proxy form describing the procedure for filling it out, and the shareholder is not required to use this form.

2. Holding a general meeting

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

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

2.3. A repeated general meeting of shareholders in large joint-stock companies (more than 500 thousand shareholders) is valid if it was 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, a repeated general meeting of shareholders is valid (has a quorum) if it was attended by shareholders holding in the aggregate no less than 30% of the votes of the company's outstanding voting shares. For companies with more than 500 thousand shareholders, a smaller quorum may be established for holding a repeat general meeting of shareholders, if this is provided for in the company's charter.

In practice, establishing a low quorum can lead to a number of adverse consequences for shareholders. For example, this will make it possible for shareholders owning insignificant 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 and those owning significant blocks of shares. In addition, the legality of a decision made 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 about holding a repeat general meeting.

In this regard, it is recommended to establish in the charters of large companies that a repeated general meeting of shareholders is valid if it was attended by shareholders holding in the aggregate no less than 20% of the votes of the company's outstanding voting shares.

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

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 company's current activities are made by the company's executive bodies.

At the same time, determining the development strategy of a company and monitoring the activities of its executive bodies require professional qualifications and efficiency. The legislation delegates 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 the improper performance of its duties.

1. Functions of the board of directors

1.1. The Board of Directors determines the development strategy of the company and adopts the annual financial and economic plan.

Legislation imposes on the board of directors the responsibility to determine priority directions for the development of the company. By determining such directions, the board of directors sets the main guidelines for the company’s activities for the long term.

It is advisable to carry out such an assessment annually in the form of approval by the board of directors, upon submission of the executive bodies, of the financial and economic plan (budget) - a document of the company, which should reflect the expenses planned for the year for each of the areas of the company’s activities, as well as the company’s funds to cover these expenses. Within the framework of this document, in particular, a production plan, a marketing plan, and a business plan should be reflected 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 facilitates the resolution of corporate conflicts.

1.4. The Board of Directors ensures the effective functioning of the company's executive bodies, including through monitoring their activities.

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

The legislation leaves the possibility of assigning additional issues to the competence of the board of directors, in addition to those provided for by law. These issues must be defined 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 must ensure the most effective implementation of the functions assigned to the board of directors.

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

3. Responsibilities of members of the board of directors

3.1. Members of the board of directors must conscientiously and reasonably perform their duties in the interests of society.

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

Each member of the board of directors’ knowledge of his responsibilities and the rights granted to him is of fundamental importance to ensure the effectiveness of the board of directors’ performance of its functions. In addition, a clear definition of the duties of members of the board of directors increases the possibility of holding them accountable in cases provided for 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 issues on the agenda. Considering that only the in-person meeting of the board of directors allows for the discussion of issues on the agenda, the most important issues should be resolved at meetings held in person.

4.4. The procedure for convening and preparing for a meeting

The board of directors must 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 information necessary to perform their duties.

4.6. The Strategic Planning Committee promotes

increasing the efficiency of the company in the long term.

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

4.7. The Audit Committee ensures 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 monitoring the financial and economic activities of the company.

4.8. The Personnel and Remuneration Committee promotes the attraction of qualified specialists to the management of the company and the creation of the necessary incentives for their successful work.

4.9. The Corporate Conflict Resolution Committee promotes the prevention and effective resolution of corporate conflicts involving company shareholders.

4.10. The Ethics Committee promotes society's compliance with ethical standards and builds trusting relationships in society.

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

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

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

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

4. EXECUTIVE BODIES OF THE COMPANY

The executive bodies of the company, which include the collegial executive body (board) and the sole executive body (general director, management organization, manager), are a key element 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 policies of the company. Executive bodies are obliged to serve the interests of society, 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 development of 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, and also conscientiously, timely and effectively implement the decisions of the board of directors of the company and the general meeting of shareholders.

In carrying out the functions assigned to them, the executive bodies have broad powers to dispose of the company's assets, therefore the work of the executive bodies must be organized in such a way as to eliminate distrust in them on the part of shareholders. Trust must be ensured by both high requirements for personal and professional qualities officials of executive bodies, as well as the procedures existing in the company for effective control by shareholders.

1. Competence of executive bodies

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

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

2. Composition and formation of executive bodies

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

3. Responsibilities of executive bodies

3.1. The general director (management organization, manager) and members of the board must act reasonably and conscientiously in the interests of society.

3.2. The general director (management organization, manager) and members of the board must not disclose or use confidential and insider information about the company for personal selfish interests 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 executive bodies is to ensure the effective operation of the company.

3.4. Executive bodies must create an atmosphere of interest among company employees in the effective work of the company.

Executive bodies must strive to ensure that every employee values ​​his work in society and realizes that his financial situation depends on the results of the work of society as a whole.

4. Organization of the work of executive bodies. The organization of board meetings should 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 (management organization, manager) and members of the board of directors of the company. The general director (management organization, manager) and members of the company's board are responsible for the improper performance of their duties.

5. MATERIAL CORPORATE ACTIONS

The performance by a company of a number of actions that may lead to fundamental corporate changes, including changes in the rights of shareholders, is usually called significant corporate actions. Significant corporate actions must be accompanied by the utmost 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 primarily include such actions as the reorganization of the company, the acquisition of 30 percent 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. Significant corporate actions also include carrying out major transactions and transactions in which there is an interest, reducing or increasing the authorized capital, introducing 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 completion. This goal is achieved by establishing a transparent and fair procedure based on adequate disclosure of the consequences that such actions may have on society.

· Major transactions and other transactions of the company carried out in the manner established for major transactions

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

· Reorganization of society. The board of directors must 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 the assessment of the company's activities by shareholders and potential investors. Disclosing information about a company helps attract capital and maintain trust 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 assessing their activities. On the other hand, it is extremely important that information disclosure requirements do not conflict with the interests of society and that confidential information is not disclosed, as this may cause harm to the public. However, any restriction on disclosure of information must 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 basic principles of disclosing information about the company are the regularity and promptness of its provision, the availability of such information for the majority of shareholders and other interested parties, the reliability and completeness of its content, maintaining a reasonable balance between the openness of the company and respect for its commercial interests.

Information provided by society must be balanced. When covering its activities, the company should under no circumstances shy away from disclosing negative information about yourself, which is material 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 society. The information policy of a society must ensure the possibility of free and unburdened access to information about the society.

2. Disclosure Forms.

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 provided by law about its activities for the quarter.

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 company's information policy should provide 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 essential information on each issue 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 current system of control over its financial and economic activities is aimed at ensuring investor 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. 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 differentiate the competence of the bodies and persons included in the control system over the financial and economic activities of the company who develop, approve, apply and evaluate the effectiveness of internal control procedures.

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

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

2. Control over 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 company's board of directors.

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

4. Audit. The audit must 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. Determination of the amount of dividends.

1.2. Information about the decision (declaration) on the payment of dividends must be sufficient to form an accurate idea of ​​the existence of conditions for the payment of dividends and the procedure for their payment.

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

In accordance with the law, dividends on ordinary and preferred shares are paid from 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 based on an underestimated or overestimated amount, which means a significant infringement on the interests of shareholders.

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

3. Consequences of incomplete or untimely payment of dividends.

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

9. SETTLEMENT OF CORPORATE CONFLICTS

The company’s implementation of entrepreneurial activities, successful solution of problems 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 resolution of corporate conflicts - conflicts between the bodies of the company and its shareholders, as well as between shareholders, if such a conflict affects interests of society.

Preventing and resolving corporate conflicts in society equally makes it possible to ensure the observance and protection of the rights of shareholders and to protect property interests and business reputation society. Both the prevention and resolution of corporate conflicts are facilitated by the company's exact and unconditional compliance with 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 courts.

1. General Provisions.

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

The position of society 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.

It is recommended that the competence of company bodies to consider and resolve corporate conflicts be clearly delineated. It is recommended that the sole executive body, on behalf of the company, resolve corporate conflicts on all issues, decisions on which are not within the competence of other bodies of the company, and that the board of directors of the company 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 society. It is recommended that work to resolve the conflict be carried out with the direct participation of the shareholder through direct negotiations or correspondence with him.

3. Company participation in resolving corporate conflicts between shareholders

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

such a conflict.

CONCLUSION

In conclusion, it should be noted that the application of corporate conduct 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 conduct is a critical measure needed to increase investment inflows, and one way to achieve this would be through the introduction of certain standards established based on an analysis of best practices in corporate conduct. 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 an employee is interested in the development of the organization in which he works, a certain standard of behavior will help him in achieving the tasks assigned to him. And, as a rule, all employees of the Company voluntarily undertake obligations to comply with the principles, norms and rules of business conduct established in this Code. The Code describes the values ​​and ethical principles on which the work is based, and defines uniform standards of behavior in the company. A clear understanding of the moral guidelines of activity is necessary for the coordinated work of all departments. Determining the values ​​and strategic goals of the company will help each employee understand how the organization is developing, on what principles it builds relationships with shareholders and clients, and 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 Economics, 2004, 310 p.

2. Greenberg J., Beiron R. Organizational behavior: from theory to practice / Transl. 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 based on materials international conference“Corporate ethics and value management,” November 20-21, 2003, 232 p.