• definition priority areas bank activities;
• convocation of annual and extraordinary general meetings in accordance with the established procedure;
• approval of the agenda of the general meeting of shareholders of the bank;
• determination of the date of compiling the list of shareholders entitled to participate in the general meeting, and other issues referred to the competence of the Board of Directors in accordance with the law;
• submission to the general meeting of shareholders of issues related to the reorganization of the bank, non-application priority right shareholders to purchase bank shares or valuable papers convertible into shares, determine the form of communication by the bank of materials (information) to shareholders, including the definition of a press agency (in the case of a message in the form of publication), splitting and consolidating shares, concluding and concluding transactions related to the acquisition and alienation of property by the bank (in cases provided by the current legislation), acquisition and redemption by the bank of placed shares in the prescribed manner, participation of the bank in holding companies, financial and industrial groups, other associations commercial organizations;
• placement by the bank of bonds and other securities;
• definition market value property in cases established by law;
• acquisition of shares, bonds and other securities placed by the bank in the established cases;
• recommendations on the amount of remuneration and compensation paid to members of the audit commission (auditor) of the bank and determination of the amount of payment for the auditor's services;
• recommendations on the amount of dividend on shares and the procedure for its payment;
• use of reserve and other funds of the bank; “^ approval of internal documents that determine the procedure for the activities of management bodies;
• creation of branches and opening of representative offices; ^ making a decision on the bank's participation in other organizations in the prescribed manner;
• making deals and big deals in cases established by law.

Board of Directors- this is a management body elected for a certain period by the meeting of shareholders, which manages the activities of the joint-stock company in the period of time between the annual meetings of shareholders in accordance with its competence granted to the board of directors by law and by the charter.

The Board of Directors is created in without fail in all joint-stock companies.

A member of the board of directors of a company can only be, but not necessarily a direct shareholder of this company.

The number of members of the board of directors is determined by the general meeting or the charter of the company, but cannot be less than 5 members.

A joint-stock company with more than 1,000 shareholders must have at least 7 members of the board of directors.

A joint-stock company with more than 10,000 shareholders must have at least 9 members of the board of directors.

At the same time, when forming the board of directors, it is necessary to be guided by the principles of reasonable sufficiency, and it is desirable to determine the quantitative composition of the board of directors in the charter of the joint-stock company.

The main functions of the board of directors are:

development of a development strategy for a joint-stock company;

organization of effective activity of the executive bodies of the joint-stock company;

exercising control over the activities of the management bodies of the joint-stock company;

carrying out measures to protect the rights and to implement the legitimate interests of shareholders.

The competence of the board of directors includes:

convening an annual and extraordinary general meeting of shareholders;

approval of the agenda of the general meeting of shareholders;

determination of priority directions of the company's activity;

determination of the date of compiling the list of persons entitled to participate in the general meeting of shareholders;

placement by the company of bonds and other issue-grade securities;

determination of the price (monetary value) of the property, the price of placement and redemption of emissive securities;

resolving issues related to the acquisition of shares, bonds and other securities placed by the company;

increase in the authorized capital of the company;

approval of major transactions and transactions in respect of which the company's managers have an interest;

creation of branches and opening of representative offices of the joint-stock company;

formation of the executive body of the company and early termination of its powers;

approval of internal documents of the joint-stock company;

approval of the registrar of the joint-stock company and the terms of the contract with him.

The Board of Directors performs the following main tasks:

discloses information about the joint-stock company;

determines the directions of activity of the joint-stock company;

defines approaches to investment;

draws up plans and budgets of the joint-stock company;

creates mechanisms internal control in a joint-stock company;

evaluates the performance of the company and its executive management bodies;

develops systems and methods for motivating and stimulating personnel working in a joint-stock company;

executes decisions of the general meeting of shareholders;

• creates and maintains corporate culture.

Still have questions about accounting and taxes? Ask them on the accounting forum.

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FROM The board of directors of the enterprise is one of the key internal corporate bodies responsible for business development and ensuring the stability of the company. What are its main functions? How is a company's board of directors formed?

To begin with, let's consider what can be understood by the term in question. The Board of Directors is the main governing body of the enterprise in the periods between the general meetings of shareholders of the enterprise. the main task of this structure is the development of a business development strategy, as well as control over its implementation by authorized divisions of the company.

Despite the large amount of authority, the board of directors, as a rule, does not directly affect the work of the executive. It must carry out its activities on the basis of the company's charter, as well as local regulatory sources - such as, first of all, the Regulation on the Board of Directors, which is adopted by the general meeting of shareholders firms.

The main function of the internal corporate structure under consideration is the management of activities economic society— in particular, joint-stock. But it must be carried out taking into account the fact that certain issues can be directly attributed by the norms of the law to the competence of other enterprise management bodies. For example, the same general meeting of shareholders.

Requirements for the establishment of a management structure

The board of directors is an intra-corporate structure that must be established in a joint-stock company with 50 or more shareholders. It must include at least 5 members.

If there are more than 1000 holders of securities in the JSC, then at least 7 members must work on the board of directors. If there are more than 10,000 shareholders, then at least 9 members must be present in the structure under consideration.

Certain features characterize the board of directors in an LLC. Let's study them in more detail.

The Board of Directors in accordance with the legislation of the Russian Federation is a structure that can be established based on the preferences of the LLC owners, that is, its formation is not mandatory, regardless of the indicators economic activity enterprises.

In practice, the activities of the board of directors in an LLC depend primarily on the provisions of the charter of the relevant economic company, as well as internal regulations that determine the business management procedure. The election of members of the board of directors of an LLC can be carried out optionally on a cumulative basis: it is enough to establish a simple majority of those business participants who vote at the general meeting.

Consider the key powers that characterize the board of directors of the company, in more detail.

The main powers of the management structure

First of all, the corresponding intra-corporate structure is authorized to exercise control over the work of the executive bodies - but not to interfere in their decision-making procedures, as we noted above. The main thing here is to ensure that their activities comply with the decisions taken at the general meetings of shareholders of the enterprise. Carrying out this line of activity, for example, to the board of directors, on the proposal of the head of the company, it forms the appropriate executive structures. By agreement with him, the board of a joint-stock company may be authorized to make decisions related to the disposal of one or another property, investment issues, conclusion of large transactions, the value of which exceeds a certain percentage of the enterprise's turnover.

The Board of Directors of OJSC (after the reform - JSC) in most cases is authorized to determine key areas of internal corporate policy in terms of obtaining or issuing loans, providing guarantees, using various sources of cost coverage and satisfying possible claims from creditors. The structure under consideration may have the authority associated with the submission for discussion within the framework of the general meeting of issues related to the necessary reduction in the size of the authorized capital of the company.

The board of directors is the body that in many cases is responsible for distributing the profits of the enterprise. For example, in the form of dividends in favor of shareholders or, alternatively, in the form of remuneration paid to employees of the company. At the same time, with regard to dividends, the powers of the general meeting of shareholders usually do not include setting their amount without taking into account the opinion of the board of directors. But in many cases, this body has the right to reduce the amount of the relevant payments without agreeing with the structure in question.

Another notable type of authority that characterizes the board of directors is participation in determining the structure of enterprise management, establishing branches, subsidiaries. This area of ​​activity of the relevant structure involves the participation of its representatives in the general meeting of shareholders. At the same time, the decisions of the board of directors in this case can be mainly advisory in nature.

Note that the board of directors is corporate body, which can be named differently. Thus, in accordance with the legislation of the Russian Federation, the relevant structure may be referred to as the Supervisory Board.

Functions of the management structure: determining the company's development strategy

Let us now consider what specific functions the board of directors of a bank can perform, industrial enterprise, service sector companies - despite the fact that the activities of firms largely depend on its profile, on the segment of activity, the main functions of the corresponding intra-corporate structure can be common to most business areas.

The main function characterizing the work of the board of directors modern enterprise— determination of its development strategy. That is, long-term priorities in the development of the company are set. At the same time, managers who are members of the board of directors can pay considerable attention to solving current problems, considering the current economic situation, taking into account which the business is built.

But, one way or another, the task of the council is to approve long-term plans for the development of the company. A common approach is that they are approved once a year, and an annual meeting of the board of directors is convened to consider the relevant document. As part of the performance of this function, the considered internal corporate structure can actively interact with other competent authorities of the enterprise - for example, with the financial department, marketers, accountants, contact external structures, consultants.

The result of the implementation of the function under consideration by the council is the formation of documents that are mandatory for execution by the competent specialists of the enterprise. At the same time, their structure may include the main plan and a large number of various supporting sources.

Functions of the board of directors: control over the financial and economic activities of the company

The next most important function that the board of directors performs is to exercise control over the financial and economic activities of the enterprise. This area of ​​activity of the considered intra-corporate structure is aimed primarily at ensuring the implementation of the provisions of those plans that are formed as part of the execution of the previous function by the council.

The system of control over the activities of responsible specialists in the framework of their execution of the instructions contained in the plan involves the use of a wide range of methods: a detailed study of reporting documents, training of specialists if necessary, organization of local meetings on various issues of the implementation of the enterprise development plan. The implementation of the function under consideration by the board of directors must comply with the requirements of the law in the event that certain areas of activity of managers are under the jurisdiction of certain sources of law.

The most important role in exercising control over the execution of the plan can be played by other governing structures of the economic company, such as, for example, the board of shareholders. The Board of Directors can actively engage with them on a wide range of issues. In particular, a common theme of the relevant intra-corporate structures may be the development effective strategy in building a risk management system that characterizes business development. Only if such a resource is available, the enterprise will be able to fulfill the plans developed by the board of directors as part of its previous function. Among the relevant risks are currency restrictions, low liquidity, the emergence of legal restrictions, and the political factor. They should be considered as part of the control over the implementation of the business development plan.

Functions of the management structure: protection of the rights of owners and shareholders

Another important function performed by the board of directors is to ensure the protection of the rights of the owners and shareholders of the enterprise, the resolution of disagreements arising in the framework of corporate legal relations. To implement this function, the structure in question can be endowed with a number of special powers. For example, related to the appointment of a person responsible for exercising the rights of business participants and protecting their interests. The settlement of disagreements within the company can be carried out both taking into account the provisions of local sources of norms, and subject to compliance with the requirements of regulatory legal acts in whose jurisdiction are legal relations with the participation of partners.

Functions of the board of directors: ensuring the efficient operation of the executive structures

Next key function Board of Directors — ensuring effective work executive structures of the enterprise. For these purposes, responsible managers can also use the mechanisms provided for by internal corporate standards or the provisions of regulatory legal acts, if they regulate one or another area of ​​activity of the executive management bodies of the enterprise. This function involves vesting the council with a fairly wide range of powers - for example, those related to the appointment and dismissal of CEO enterprises.

A member of the board of directors is any natural person, and it is not necessary that he be a co-owner or shareholder of a business entity. This status, however, is characterized by a number of limitations in terms of powers. Namely:

The composition of the board of directors of the company can be formed from representatives of the collegial body for no more than one quarter,

The chairman of the board of directors cannot be the general director of the enterprise.

Members of the board of directors can be elected to their position only in the manner in which the person receives the appropriate status for a period until the next annual general meeting of shareholders of the enterprise. A member of the board of directors has powers that cannot be terminated early if other business participants have them in a similar status.

Let us consider the features of the work of the person heading the relevant structure in more detail.

The head of the board of directors has a number of special competencies. These may include:

Planning the activities of the intra-corporate structure headed by him (the chairman determines when this or that meeting of the board of directors should be held, how long it should last);

Implementation of moderation of discussions on business issues;

Control over compliance with the rules of meetings;

Summing up the discussions.

The head of the relevant structure usually puts various questions to vote, helps his colleagues to adequately consider the arguments for and against the adoption of certain decisions. At the end of voting, the chairman forms the minutes of the board of directors, which records the results of discussions on business development issues.

In many cases, the head of the enterprise management body in question also chairs various committees. For example, those responsible for personnel matters, for the payment of remuneration.

Compensation for the work of members of the board of directors is a significant aspect of the activities of the relevant structure. Let's study it in more detail.

In accordance with common practice, remuneration to boards of directors is usually assigned the same amount of compensation for the work performed within the competences that are defined by law or by the enterprise. In many cases, remuneration for solving problems that characterize the activities of the board of directors is provided for by the contract of an employee of the company who is a member of this board. For example, if this is one of the top managers, then compensation for work as a member of the board of directors is transferred to him along with the basic salary for his position in the company's management structure.

There is also a common approach, according to which business participants in the status of members of the board of directors receive remuneration, the amount of which is determined based on the performance of the relevant intra-corporate structure. At the same time, both an individual approach can be used - when the results of the work of a particular manager are evaluated, and consideration of the results of the work of members of the board of directors as a whole.

What results this or that decision of the board of directors has brought can be assessed in terms of business indicators, the growth of the enterprise's revenue, the expansion of markets, and other significant criteria that are determined by the owners of the company.

It may be noted that in Western countries a common approach is that members of the board of directors are insured against the negative consequences of decisions made, as well as covering various costs that arise in the process of overcoming the consequences of these decisions. But the definition of the responsibility of managers in the status of members of the board of directors can also be fixed in a contract, according to which part of the losses can be compensated by the company that has established the appropriate intracorporate structure.

The Arbitration Court of the Moscow Region issued an unprecedented decision: payments on the debts of a bankrupt bank are assigned not only to its former top managers, but also on board members who approved questionable transactions. This decision can have far-reaching consequences: not only their shareholders and managers, but also members of the board of directors, whose liability in Russia is almost not insured, are beginning to answer for the debts of companies.

Yesterday, the Arbitration Court of the Moscow Region satisfied the claim of the Deposit Insurance Agency (DIA) for the recovery of 200.7 million rubles. from five former heads of the bankrupt Agro-Industrial Construction Bank (ASB-bank). Among them are members of the board of directors of the bank, who approved the issuance of knowingly bad loans, which led to the bankruptcy of the organization. According to experts, this is the first case in the Russian judicial practice. And consideration of the case in arbitration court indicates that it is classified as a corporate dispute, and this practice is developing not only in relation to bankers. "Practice is gradually leaning towards bringing to property responsibility for dubious transactions those who contributed to their completion," confirms Dmitry Stepanov, lawyer at the Yukov, Khrenov and Partners board.

ASB Bank was declared bankrupt on February 15 last year and is managed by the DIA. "The bank does not have a single healthy asset, its assets are mainly bills of fly-by-night companies," Valery Miroshnikov, first deputy head of the DIA, told Kommersant. Shortly before bankruptcy, the bank acquired approximately 623 million rubles. illiquid bills, and also issued over 100 million rubles. loans, which according to the rules of the Central Bank are considered bad. The amount of the DIA claim is only 200.7 million rubles. due to the fact that the claims of creditors of ASB-bank, included in the register, amount to 202 million rubles. At the same time, the amount that each ex-head of the bank had to pay was calculated in proportion to his "contribution" to bankruptcy.

The court decided that for the approval of transactions for the issuance of loans, the head of the board of directors of the bank, Oleg Vidmanov, and board member Vladimir Gubarenko, will have to pay more than 27 million rubles equally with three top managers. "The Board must be aware of the essence of the approved decisions, - Valery Miroshnikov is convinced. - If the directors approved the issuance of loans to obviously insolvent borrowers, they must answer."

For the purchase of illiquid bills, the court decided to recover 142 million rubles from the former chairman of the board of ASB-bank Yuri Golaev, from Vyacheslav Shakhov, who held the post of chairman of the board in 2003, 4.5 million rubles, from the former deputy chairman of the board Gennady Rakhmanin - 22.8 million rubles . The liability of top managers of banks is already becoming a common practice: six months ago, the DIA obtained a decision from the Cheryomushkinsky District Court of Moscow to recover more than 240 million rubles from the former chairmen of the board of the bankrupt National Bank. losses.

The ex-head of ASB-Bank, Yuri Golaev, who was present in court, assessed yesterday's decision as "rather unexpected." According to him, the bank's management was engaged in asset restructuring to bring the bank out of the crisis. "We have committed actions that are common for banking practice, and such an assessment by the court may cause problems for many bankers," summed up Mr. Golaev. He told Kommersant that he intended to file an appeal.

"Theoretically, such a solution is possible, although it will be difficult to justify it, since it is necessary to show causality between the approval of transactions and the onset of bankruptcy,” says lawyer Konstantin Sklovsky. In court, representatives of the DIA referred not only to Article 14 of the law on the bankruptcy of credit institutions, which allows holding the heads of bankrupt banks to subsidiary liability, but also to the law “On Joint Stock Companies” ( ASB Bank is a joint stock company).Article 69 of this law explicitly states that the executive bodies of a joint stock company are accountable to the board of directors, and article 71 allows holding any company executives liable for losses. An exception is made only for those who, when making a decision that caused losses, voted against or did not vote.

“There is a practice in the banking system abroad when shareholders at a general meeting release members of the board and supervisory board from responsibility for decisions made,” says the former head of the Central Bank, and now chairman of the board of directors of Yukos Oil Company Viktor Gerashchenko. “This practice has not been widely spread in Russia ". Mr. Gerashchenko does not rule out that YUKOS minority shareholders may file claims against the company's board of directors, among other things.

Experts also say that liability insurance for members of the board of directors, which is so common in the West, is not developed in Russia. According to insurers, directors' liability is insured only in some large companies and the total number of policies does not exceed a few dozen. Seppo Remes, an independent director of RAO UES of Russia and OAO United Machine-Building Plants, told Kommersant that RAO UES has insured the liability of its managers for $30 million. decisions were made deliberately.

OLGA B-PLESHANOVA, ANNA B-SKORNYAKOVA, NATALIA B-GRIB, ANDREY B-VOSKRESENSKY, EKATERINA B-GRISHKOVETS

In order to improve corporate governance and implementation best practices corporate governance in the Russian financial market, the Bank of Russia recommends that public joint-stock companies apply the attached regulations on the board of directors and on committees of the board of directors of a public joint-stock company.

6.6. Secretary of the Board of Directors of the Company:

receives requests to convene meetings of the board of directors and documents necessary for the formation of the agenda and preparation of meetings of the board of directors;

forms the draft agenda of meetings of the board of directors and submits them for approval to the chairman of the board of directors;

informs the members of the Board of Directors about the meetings of the Board of Directors of the Company by sending a notice of the meeting, the approved agenda of the meeting, documents and materials for the meeting, as well as voting ballots in case the meeting is held by absentee voting;

accepts voting ballots filled in by members of the Board of Directors of the Company and sums up the results of voting on issues, decisions on which are made by absentee voting;

keeps minutes of in-person meetings of the board of directors, prepares minutes of meetings held by absentee voting, and submits them for signature to the chairman of the board of directors or another person presiding over the meeting;

performs other functions in accordance with these Regulations, other internal documents of the Company and instructions of the Chairman of the Board of Directors of the Company.

7.1. Meetings of the Board of Directors of the Company are held at least once every two months in accordance with the work plan approved by the Board of Directors of the Company. The work plan of the Board of Directors of the Company must contain a list of issues to be considered at the relevant meetings. Unscheduled meetings of the Board of Directors are held at the initiative of the Chairman of the Board of Directors of the Company, at the request of a member of the Board of Directors of the Company, the Audit Commission (Auditor) of the Company or the Auditor of the Company, the executive body of the Company, as well as a shareholder (shareholders) owning in total at least two percent of the placed ordinary shares of the Company.

7.2. The notice of the meeting is sent to the members of the Board of Directors of the Company in the manner that ensures its prompt receipt and is most acceptable to the members of the Board of Directors ( by registered mail, delivery against signature, according to e-mail, facsimile or other communication).

7.3. IN normal conditions Members of the Board of Directors of the Company must be notified of the date and time of the meeting, the form of its holding and the agenda, with the attachment of materials related to the agenda, no later than five calendar days before the date of the meeting. At the same time, the period of notification in any case should ensure the possibility of preparing members of the Board of Directors of the Company for a meeting of the Board of Directors of the Company.

7.4. Members of the Board of Directors should be able to familiarize themselves with the work plan and schedule of meetings of the Board of Directors of the Company in advance. Conclusions of the committees of the Board of Directors of the Company and (or) independent directors of the Company on the agenda items must be provided for review to the members of the Board of Directors no later than five calendar days before the date of the relevant meeting.

7.5. The form of the meeting of the Board of Directors of the Company is determined taking into account the importance of the agenda items.

7.6. Meetings of the Board of Directors of the Company are held in person, at which the following agenda items are considered:

1) approval of priority areas of activity and the financial and economic plan of the Company;

2) convening an annual general meeting of shareholders and making decisions necessary to convene and hold it, convene or refuse to convene an extraordinary general meeting of shareholders;

3) preliminary approval of the annual report of the Company;

4) election and re-election of the Chairman of the Board of Directors of the Company;

5) formation of executive bodies of the Company and early termination of their powers, if the Charter of the Company refers this to the competence of the Board of Directors of the Company;

6) suspension of the powers of the sole executive body of the Company and the appointment of a temporary sole executive body, if the charter of the Company does not refer the formation of executive bodies to the competence of the Board of Directors of the Company;

7) submission for consideration by the general meeting of shareholders of issues of reorganization (including determination of the conversion factor of the Company's shares) or liquidation of the Company;

8) approval of significant transactions of the Company;

9) approval of the registrar of the Company and the terms of the contract with him, as well as termination of the contract with the registrar;

10) submission for consideration by the general meeting of shareholders of the issue of transferring the powers of the sole executive body of the Company managing organization or manager;

11) consideration of significant aspects of the activities of legal entities controlled by the Company;

12) issues related to the receipt by the Company (sending by the Company) in accordance with the provisions of Chapter XI.1 of the Federal Law "On Joint Stock Companies" of a mandatory or voluntary offer to purchase securities, notification of the right to demand the repurchase of securities, a demand for the repurchase of securities ;

13) issues related to the increase in the authorized capital of the Company (including the determination of the price of property contributed as payment for additional shares placed by the Company);

14) consideration financial activities Companies for the reporting period (quarter, year);

15) issues related to the listing and delisting of the Company's shares and securities convertible into the Company's shares;

16) consideration of the results of the assessment of the effectiveness of the work of the Board of Directors of the Company, executive bodies and other key executives of the Company;

17) decision-making on remuneration of members of the executive bodies and other key executives of the Company;

18) approval of an internal document of the Company that defines the Company's risk management policy;

19) approval of the internal document of the Company, which determines the dividend policy of the Company.

7.7. Significant transactions of the Company, in which the controlling person of the Company is interested, before consideration of the issue of approval (obtaining consent to make) such transactions at a meeting of the Board of Directors of the Company, including when issuing this issue at the general meeting of shareholders, should be considered by the independent directors of the Company. The materials for the relevant meeting of the Company's Board of Directors shall include documents reflecting the position of the Company's independent directors on the issue of approval (obtaining consent to make) the said transactions.

7.8. The quorum for holding meetings of the Board of Directors of the Company is determined by the Articles of Association of the Company, but should not be less than half of the number of elected members of the Board of Directors of the Company.

7.9. Decisions on the agenda of a meeting of the Board of Directors of the Company are taken by a majority of votes of its members participating in the meeting, except for the cases provided for by the Federal Law "On Joint Stock Companies", other federal laws and the articles of association of the Society. Each member of the board of directors has one vote.

In case of equality of votes, the vote of the Chairman of the Board of Directors of the Company shall be decisive. The transfer of voting rights by a member of the Board of Directors of the Company to another person, including another member of the Board of Directors of the Company, is not allowed.

7.10. When holding meetings of the Board of Directors of the Company in person, to determine the presence of a quorum and the results of voting, a written opinion on the agenda of the meeting of a member of the Board of Directors of the Company who is absent from the meeting is taken into account. The corresponding written opinion of a member of the Board of Directors of the Company may be sent to the Secretary of the Board of Directors by telephone, electronic communication or in any other way that ensures the proper identification of the person who sent it and its prompt sending and receiving.

7.11. Members of the Board of Directors of the Company who are absent at the meeting venue have the right to participate in the discussion of agenda items and voting remotely - via conference and video conferencing.

7.12. The Company ensures the maintenance and storage of transcripts of meetings of the Board of Directors of the Company or the use of other recording methods that allow reflecting the positions of each member of the Board of Directors of the Company on the agenda items of the meeting. Oral dissenting opinions of members of the Board of Directors of the Company are recorded in the minutes of the relevant meeting, written dissenting opinions of members of the Board of Directors of the Company are attached to the minutes of meetings of the Board of Directors of the Company and are an integral part of them.

8.2. The committees consist of members of the Board of Directors of the Company. The Committees preliminary consider issues related to the competence of the Board of Directors of the Company and submit recommendations to the Board of Directors of the Company.

8.3. The Audit Committee contributes to the effective performance of the functions of the Board of Directors of the Company in terms of control over the financial and economic activities of the Company.

8.4. The Remuneration Committee preliminary considers issues related to the formation of an effective and transparent remuneration practice.

8.5. The Committee for Nominations (Appointments, Personnel) preliminary considers issues related to the implementation personnel planning(succession planning), the professional composition and performance of the board of directors.

8.6. The Board of Directors of the Company approves the regulations on its committees, which determine the procedure for work, competence and duties, requirements for the composition of the relevant committees.

8.7. The chairmen of the committees must regularly inform the Board of Directors of the Company and its chairman about the work of their committees.

8.8. The committees must annually submit reports on their work to the Board of Directors of the Company.

IX. Identification and prevention of conflict of interests of members of the Board of Directors of the Company

9.1. Members of the Board of Directors of the Company must refrain from actions that will lead or may lead to a conflict of interest.

9.2. In the event of a potential conflict of interest for a member of the Board of Directors of the Company, including if there is an interest in the Company's transaction, such a member of the Board of Directors of the Company must notify the Board of Directors of the Company by sending a notice to its chairman or secretary. The notice must contain information both about the fact of the existence of a conflict of interest, and about the grounds for its occurrence. Information about the conflict of interest, including the interest in the transaction, shall be included in the materials provided at the meeting to the members of the Board of Directors of the Company. In any case, the specified information must be provided before the discussion of the issue on which a member of the Board of Directors has a conflict of interest at a meeting of the Board of Directors of the Company or its committee with the participation of such a member of the Board of Directors of the Company.

9.3. The Chairman of the Board of Directors of the Company, in cases where the nature of the issue under discussion or the specifics of a conflict of interest so requires, has the right to propose to a member of the Board of Directors of the Company who has a corresponding conflict of interest not to be present at the discussion of such an issue at the meeting.

9.4. Members of the Board of Directors of the Company and persons related to them are prohibited from accepting gifts from parties interested in making decisions, as well as using any other direct or indirect benefits provided by such persons (with the exception of symbolic signs of attention in accordance with generally accepted rules of courtesy or souvenirs during official events).

9.5. Members of the Board of Directors of the Company must notify the Board of Directors of the Company of their intention to take a position in the management bodies of other organizations and immediately after being elected (appointed) to the management bodies of other organizations - of such election (appointment). The notification must be sent to the Chairman of the Board of Directors of the Company and the Secretary of the Board of Directors within a reasonable time before the date when a member of the Board of Directors of the Company agreed to his election (appointment) to the management body of another organization and after the date of his election (appointment) to the management body of another organization. organizations.

10.1. The Board of Directors ensures that the performance of the Board of Directors, its committees and members of the Board of Directors is assessed. The purpose of assessing the quality of the work of the board of directors is to determine the degree of efficiency of the work of the board of directors, its committees and members of the board of directors, the compliance of their work with the needs of the Company's development, the revitalization of the work of the board of directors and the identification of areas in which their activities can be improved.

10.2. The work of the board of directors, committees and members of the board of directors is evaluated on a regular basis, at least once a year. The methodology (methodology) of such assessment is preliminary considered by the nominations committee and approved by the Board of Directors of the Company.

10.3. Evaluation of the effectiveness of the work of the chairman of the board of directors is carried out by independent directors, taking into account the opinions of all members of the board of directors.

10.4. For independent evaluation the quality of the work of the board of directors, the board of directors periodically, but at least once every three years, external organization(consultant), determined by the Board of Directors at the suggestion of the Nominations Committee.

10.5. Based on the results of the assessment, the chairman of the board of directors, taking into account the recommendations of the committee on nominations, formulates proposals for improving the work of the board of directors and its committees. Based on the results of an individual assessment, the chairman of the board of directors, if necessary, makes recommendations on improving the qualifications of members of the board of directors. Following the recommendations, the Company develops and conducts individual programs and trainings, which are supervised by the Chairman of the Board of Directors.

10.6. The Company discloses information on the evaluation of the work of the Board of Directors in the Company's annual report.

XI. Approval and amendment of the Regulations

11.1. This Regulation shall enter into force after its approval by the General Meeting of Shareholders of the Company and may be amended at any time in the same manner.

*(2) The company must indicate the number of members of the board of directors in accordance with its charter or decision of the general meeting of shareholders, which, in accordance with paragraph 2 of Article 66 of Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies", cannot be less than 5 (five) members, for companies with more than 1,000 shareholders owning voting shares - less than 7 (seven) members, and for companies with more than 10,000 shareholders owning voting shares - less than 9 (nine) members.

*(3) In the event that the powers of the sole executive body of the Company are transferred under an agreement to a managing organization.

*(4) The Company may provide that the functions of the secretary of the board of directors are performed by the corporate secretary (department of the corporate secretary) of the Company.

*(5) If the Charter of the Company defines the right of a shareholder to demand the convocation of a meeting of the Board of Directors of the Company. The Charter of the Company, taking into account the scale of its activities and the risks it takes, may determine a smaller number of ordinary shares of the Company, which in the aggregate must be owned by a shareholder (shareholders) in order to have the right to demand the convening of a meeting of the Board of Directors of the Company.

*(6) The Company may indicate specific methods for sending notifications to members of the Board of Directors about holding meetings of the Board of Directors of the Company.

*(7) The Company, taking into account the scale of its activities and the risks it takes, may specify a longer period for notifying members of the Board of Directors of a meeting of the Board of Directors of the Company.

*(8) The Company, taking into account the scale of its activities and the risks it takes, may specify a longer period for providing for familiarization the conclusions of the committees of the Board of Directors and (or) independent directors of the Company on the agenda of the meeting of the Board of Directors of the Company.

*(9) Determined in accordance with the Charter of the Company.

*(10) Determined in accordance with the Charter of the Company.

*(11) The Company may indicate specific ways of fixing, allowing to reflect the positions of each member of the Board of Directors on the agenda items of the meeting.

*(12) The Company may specify another possibly short reasonable period for holding the first meeting of the Board of Directors.

*(13) Taking into account the scope of activities and the level of risk, the Company may provide for the creation of other committees of the Board of Directors (including the strategy committee, the corporate governance committee, the ethics committee, the risk management committee, the budget committee, the health committee , security and environment and etc.).

*(14) If there is a senior independent director, the Company must reflect his key role in assessing the effectiveness of the chairman of the board of directors and in planning the succession of the chairman of the board of directors of the Company.

2.2.1. Assessment of the composition of the board of directors in terms of professional specialization, experience, independence and involvement of its members in the work of the board of directors, identification of priority areas for strengthening the composition of the board of directors.

2.2.2. Interaction with shareholders, which should not be limited to the circle of the largest shareholders, in the context of the selection of candidates for the Board of Directors of the Company. This interaction should be aimed at forming the composition of the Board of Directors that best meets the goals and objectives of the Company.

2.2.3. Analysis professional qualifications and independence of all candidates nominated to the Board of Directors of the Company, based on all information available to the Committee, as well as the formation and communication to shareholders of recommendations regarding voting on the issue of election of candidates to the Board of Directors of the Company.

2.2.4. Description of the individual duties of the directors and the chairman of the board of directors, including determining the time that should be devoted to issues related to the Company's activities, within and outside the meetings, in the course of scheduled and unscheduled work. This description (separate for members of the board of directors and for its chairman) is approved by the board of directors and handed over for familiarization to each new member of the board of directors and his chairman after their election.

2.2.5. Conducting an annual detailed formalized procedure for self-assessment or external assessment of the board of directors and committees of the board of directors in terms of the effectiveness of their work in general, as well as the individual contribution of directors to the work of the board of directors and its committees, development of recommendations to the board of directors regarding the improvement of the procedures for the work of the board of directors and its committees , preparation of a report on the results of a self-assessment or an external assessment for inclusion in the annual report of the Company.

2.2.6. Analysis of the current and expected needs of the Company in relation to the professional qualifications of members of the executive bodies of the Company and other key executives, dictated by the interests of competitiveness and development of the Company, succession planning in relation to these persons.

2.2.9. Preparation of a report on the results of the work of the Committee for inclusion in the annual report and other documents of the Company.

2.3. The Committee is obliged to make sure that the members of the Board of Directors of the Company are elected through a transparent procedure that allows taking into account the diversity of opinions of shareholders.

2.4. The Committee is obliged to make sure that the composition of the Board of Directors of the Company complies with the requirements of the legislation Russian Federation, tasks facing the Company, corporate values ​​of the Company.

2.5. The Committee is obliged, including taking into account the information provided by the candidate to the Board of Directors, to assess the independence of candidates and form a conclusion on their independence. The Committee also regularly analyzes the compliance of independent members of the board of directors with the criteria for independence and ensures that information is promptly disclosed when circumstances are identified due to which a particular member of the board of directors ceases to be independent.

2.6. The committee is obliged to review the self-assessment methodology of the board of directors in advance and makes proposals to the board of directors on the approval of the self-assessment methodology and the selection of an independent consultant to evaluate the work of the board of directors.

2.7. The Committee is obliged, together with the Chairman of the Board of Directors, if necessary, to formulate proposals for improving the work of the Board of Directors and its committees, taking into account the results of the assessment. Based on the results of an individual assessment, recommendations can be given to improve the skills of individual members of the board of directors, as well as individual training programs (trainings) are formed and conducted. The Committee exercises control over the implementation of such programs jointly with the Chairman of the Board of Directors.

2.8. The Committee is obliged to timely inform the Board of Directors of its reasonable concerns and any circumstances uncharacteristic for the Company's activities that become known to the Committee in connection with the exercise of its powers.

2.9. The Committee is accountable in its activities to the Board of Directors of the Company and reports to it on each meeting of the Committee held.

III. Composition of the Committee

3.2.1. The majority of Committee members must be independent directors.

3.2.2. The Chairman of the Committee is an independent director.

3.3. If the Chairman of the Committee is the Chairman of the Board of Directors of the Company, he cannot act as Chairman at the meeting of the Committee, which considers the issues of planning the succession of the Chairman of the Board of Directors or developing recommendations regarding his election.

3.4. The Chairman of the Committee is determined by the Board of Directors on the proposal of the Chairman of the Board of Directors.

3.5. Chairman of the Committee:

3.6. When joining the Committee, its members of the Committee must be explained in detail their functions and powers. Members of the Committee should be given the opportunity, if necessary, at any time to receive training necessary for the performance of their functions.

IV. Working procedure of the Committee

4.1. Committee meetings

4.1.1. The Committee meets on a regular basis as needed, but at least twice a year. If necessary, the Committee holds extraordinary meetings.

4.2. Committee Secretary

4.2.1. The Secretary of the Committee is the Secretary of the Board of Directors of the Company.

______________________________

*(1) In addition to the above powers, the Company has the right to grant the Committee additional powers.

*(2) This function may be performed by the board of directors.

*(3) Specifies the number of members of the Committee.

*(6) The Company has the right to establish more stringent requirements for the quorum for holding meetings of the Committee, including depending on the issues included in the agenda of the meetings of the Committee.

Position
on the remuneration committee of the board of directors of a public joint stock company (approximate)

Approved
decision of the board of directors
PJSC "_____________________",
minutes of the meeting dated ______._____.20__
№__________

I. General provisions

1.1. This Regulation (hereinafter referred to as the "Regulation") defines the main objectives of the activities, the competence and powers of the Remuneration Committee of the Board of Directors (hereinafter referred to as the "Committee"), as well as the procedure for forming the composition of the Committee and the procedure for its work.

1.2. The Committee is a collegial advisory body established to assist the Board of Directors in considering issues related to the formation of an effective and transparent practice of remuneration for members of the Board of Directors of the Company, executive bodies and other key executives of the Company. The activities of the Committee are carried out in accordance with the competence determined by the Regulations. The Committee is not a management body of the Company in accordance with the legislation of the Russian Federation.

1.3. The Committee provides the Board of Directors with opinions and recommendations on the issues under consideration within its competence. The Committee provides the Board of Directors with an annual report on the work done, as well as a report on its activities at any time at the request of the Board of Directors.

1.4. In carrying out its activities, the Committee is guided by the legislation of the Russian Federation, the Company's Articles of Association, the Company's internal document regulating the activities of the Company's Board of Directors (on the Company's Board of Directors), these Regulations and other internal documents of the Company, as well as the Corporate Governance Code recommended for application by the letter of the Bank of Russia dated 04/10/2014 No. 06-52/2463 "On the Corporate Governance Code".

II. Competence and obligations of the Committee

2.1. The purpose of the Committee's activity is to assist the Board of Directors of the Company in determining the remuneration policy and monitoring its implementation.

2.2. The competence and duties of the Committee include:

2.2.1. Development and periodic review of the Company's policy on remuneration of members of the Board of Directors, executive bodies and other key executives of the Company, including the development of parameters for short-term and long-term motivation programs for members of executive bodies and other key executives of the Company.

2.2.2. Supervision of the introduction and implementation of the Company's remuneration policy and various motivation programs.

2.2.3. Preliminary assessment of the work of the executive bodies and other key executives of the Company in the context of the criteria laid down in the remuneration policy, as well as a preliminary assessment of the achievement by these persons of the goals set within the framework of the long-term motivation program.

2.2.4. Development of conditions for early termination employment contracts with members of the executive bodies and other key executives of the Company, including all material obligations of the Company and the conditions for their provision.

2.2.5. Selection of an independent consultant on remuneration of members of the executive bodies and other key executives of the Company, and if the Company's policy requires mandatory tender procedures for the selection of the specified consultant, determining the conditions of the tender and acting as a tender committee.

2.2.6. Development of recommendations for the Board of Directors on determining the amount of remuneration and principles for remunerating the Corporate Secretary of the Company, as well as a preliminary assessment of the work of the Corporate Secretary of the Company based on the results of the year and proposals for remuneration of the Corporate Secretary of the Company.

2.2.7. Preparing a report on practical implementation principles of the remuneration policy for members of the Board of Directors, members of executive bodies and other key executives of the Company for inclusion in the annual report and other documents of the Company.

2.3. The Committee ensures that the remuneration policy adopted by the Company guarantees the transparency of all material benefits in the form of a clear explanation of the applied approaches and principles, as well as detailed disclosure of information on all types of payments, benefits and privileges provided to members of the Board of Directors, executive bodies and key executives of the Company for the performance of their duties.

2.4. When forming and reviewing the remuneration system for members of the executive bodies and other key executives of the Company, the Committee must analyze and provide recommendations to the board of directors in relation to each of the constituent parts remuneration systems, as well as their proportional relationship in order to ensure a reasonable balance between short-term and long-term performance results. For the purposes of these Regulations, short-term results of activities are understood as the results of activities for a period of not more than three years, and long-term results for a period of at least five years.

2.5. The Committee supervises the disclosure of information on the policy and practice of remuneration and on the ownership of shares of the Company by members of the Board of Directors, as well as members of the executive bodies and other key executives of the Company in the annual report and on the website (page) in the Internet information and telecommunication network used by (used) by the Company for information disclosure.

2.6. The Committee is obliged to ensure that the level of remuneration paid by the Company is sufficient to attract, motivate and retain persons who have the competence and qualifications necessary for the Company.

2.7. The Committee is obliged to make sure that the system of remuneration of members of the Board of Directors ensures that the financial interests of members of the Board of Directors are aligned with the long-term financial interests of the Company's shareholders.

2.8. The Committee is obliged to make sure that the system of remuneration of executive bodies and other key executives of the Company provides for the dependence of remuneration on the result of the work of the Company and their personal contribution to the achievement of this result.

2.9. The Committee is obliged to timely inform the Board of Directors of its reasonable concerns and any circumstances uncharacteristic for the Company's activities that become known to the Committee in connection with the exercise of its powers.

2.10. The Committee is accountable in its activities to the Board of Directors of the Company and reports to it on each meeting of the Committee held.

III. Composition of the Committee

3.1. The committee consists of at least three members, who are determined by the board of directors from among its members on the proposal of the chairman of the board of directors for a period until the next annual general meeting of shareholders. The Board of Directors has the right to early terminate the powers of the members of the Committee and re-form the composition of the Committee.

3.2. The requirements for the membership of the Committee are as follows:

3.2.1. The Committee is formed from independent members of the Board of Directors.

3.2.2. The Chairman of the Committee is an independent director who is not the Chairman of the Board of Directors.

3.3. The Chairman of the Committee is determined by the Board of Directors on the proposal of the Chairman of the Board of Directors.

3.4. Chairman of the Committee:

1) establish the procedure for the work of the Committee;

2) determines the priorities in the activities of the Committee and forms a plan for its work;

3) makes a decision on convening meetings of the Committee and presides over them;

4) approve the agenda of the meetings of the Committee;

5) promotes an open and constructive discussion of agenda items and the development of agreed conclusions and recommendations;

6) reports on the results of the Committee's work at meetings of the Board of Directors.

3.5. When joining the Committee, its members of the Committee must be explained in detail their functions and powers. Members of the Committee should be given the opportunity, if necessary, at any time to receive training necessary for the performance of their functions.

IV. Working procedure of the Committee

4.1. Committee meetings

4.1.1. The Committee meets on a regular basis, as needed, but at least twice a year. If necessary, the Committee holds extraordinary meetings.

4.1.2. Committee meetings are convened by the Secretary of the Committee by decision of the Chairman of the Committee.

4.1.3. The Chairman of the Committee approves the agenda and determines the duration of the meetings of the Committee, and also ensures effective execution committee of his duties.

4.1.4. Regular (ordinary) meetings of the Committee should be held before the date of the scheduled meetings of the Board of Directors in order to ensure the possibility of timely submission of a report on the activities of the Committee to the Board of Directors.

4.1.5. A member of the Committee has the right to apply to the Chairman of the Committee with a proposal to hold an extraordinary meeting of the Committee.

4.1.6. Notification of the meeting of the Committee, indicating the agenda of the meeting, place, time and date of its holding, must be sent to each member of the Committee and other persons whose presence at the meeting of the Committee is necessary. The notification must be sent no later than five working days before the date of the meeting. The documents required for preparation and participation in the meeting must be sent to the members of the Committee, as well as other persons invited to participate in the meeting of the Committee, simultaneously with the notification. Notification of the meeting of the Committee, as well as the documents required for preparation and participation in the meeting, may be sent via telecommunications or other communication channels that make it possible to reliably identify the sender, including by e-mail.

4.1.7. By decision of the Chairman, the Committee has the right to hold meetings by videoconference or telephone. The Chairman has the right to ask the Committee to decide on the documents under consideration by exchanging messages by e-mail, fax and letters.

4.1.8. Taking into account the specifics of the issues considered by the Committee, the presence at the meetings of the Committee of persons who are not members of the Committee is allowed only at the invitation of the Chairman of the Committee.

4.1.9. The Chairman of the Committee, if necessary, invites any officials of the Company to participate in the meetings of the Committee, and also, on a permanent or temporary basis, invites independent consultants (experts) to participate in the work of the Committee to prepare materials and recommendations on agenda items.

4.2. Committee Secretary

4.2.1. The secretary of the Committee is the secretary of the Board of Directors of the Company.

4.2.2. The Secretary of the Committee, within five working days after the date of the meeting of the Committee, prepares the minutes of the meeting, signs (approves) it with the Chairman of the Committee and sends it to all members of the Committee.

4.2.3. The Secretary of the Committee ensures the storage of minutes of the Committee meetings and their availability for familiarization by all members of the Board of Directors of the Company.

4.3. Quorum and decision making

4.3.1. The meeting of the Committee is valid (has a quorum) if it was attended by at least half of the members of the Committee. Participation of Committee members in the meeting using videoconference or telephone connection is taken into account for the purposes of determining the quorum and voting results.

4.3.2. By decision of the Chairman of the Committee, decisions at a meeting of the Committee may be taken by absentee voting.

4.3.3. Decisions of the Committee are made by a majority vote of the members of the Committee participating in the meeting (voting). In case of equality of votes, the vote of the Chairman of the Committee is decisive.

V. Performance evaluation and remuneration of Committee members

5.1. The activity of the Committee and its members is evaluated annually by the Board of Directors of the Company.

5.2. The amount of remuneration and reimbursable expenses (compensations) for members of the Committee and its chairman is determined in accordance with the Company's policy on remuneration of members of the Board of Directors, executive bodies and other key executives of the Company.

VI. Approval and amendment of the Regulations

6.1. The Regulations, as well as any amendments thereto, are approved by the Board of Directors of the Company.

6.2. The Committee annually considers the need to amend the Regulations.

______________________________

*(1) Specifies the number of members of the Committee.

*(3) A reasonable time period for preparing the minutes of the meeting is indicated.

*(4) The Company has the right to establish more stringent requirements for the quorum for holding meetings of the Committee, including depending on the issues included in the agenda of the meetings of the Committee.

Document overview

In order to improve corporate governance and introduce the best corporate governance practices in the Russian financial market, the Bank of Russia recommends that PJSCs apply the provisions on the Board of Directors and Committees of the Board of Directors of PJSCs.

In particular, the regulation on the board of directors establishes that it exercises general management of the company's activities. The exception is the issues referred by the Law on joint-stock companies to the competence of the general meeting of shareholders.

The competence of the board of directors is determined by the above Law, other federal laws and the charter of the company. Issues related to its competence cannot be transferred to the decision of the executive bodies of the company.

The Regulations on Committees of the Board of Directors of PJSC (on audit, on nominations, on remuneration) establish that they are collegiate advisory bodies established to facilitate the effective performance of the functions of the Board of Directors in the relevant areas of the company's activities.

Committees are not management bodies of the company. They provide the board of directors with opinions and recommendations on the issues under consideration within their competence, an annual report on the work done and a report on their activities (at any time at the request of the board of directors).

The competence and responsibilities of the committees, their composition, work procedure, etc. have been determined.