The current regulatory framework in Russia that regulates the management system of joint-stock companies was formed on the basis of Western legislation. Of course, the domestic standards take into account the specifics of the economic system of the Russian Federation.
Currently, joint-stock companies use a corporate governance system. It is based on a set of economic, legal and organizational measures. Let us further consider what may be the governing bodies in a public joint-stock company .
Kinds
According to current standards, the management bodies of a joint-stock company are :
- General meeting of shareholders.
- Supervisory Board (Board of Directors).
- Sole governing body. In a joint-stock company , the general director acts as him.
- Collegial body (board, executive management).
- Revision Commission.
Choosing an Administrative Structure
The management structure is formed depending on the combination of the above management bodies in a joint stock company .
The choice of a specific administrative structure is considered one of the most important stages in the creation of an economic entity. Making the right decision will minimize the likelihood of conflicts between managers and shareholders, increase management efficiency.
It should be said that the founders of the company have certain advantages compared to shareholders. Having chosen the management structure they need, skillfully combining the management bodies of the joint-stock company , they will be able to get great economic benefits from the activities of the enterprise. However, any structure cannot exist forever. Shareholders are entitled to change it if there are appropriate grounds. In any case, the activities and powers of the management bodies of the joint-stock company must be commensurate with the scale of the enterprise.
Due to the possibility established in the legislation to combine different parts of the administrative system, shareholders can choose the model most suitable for them, taking into account the size of the company, capital structure, and specific tasks assigned to the business.
Management options
In practice, different administrative models are used. However, in each of them, it is mandatory that there are 2 supreme management bodies of the joint-stock company: the general meeting and the sole body.
In addition, a control structure is included in all schemes. As it acts the revision committee. Its main task is to control financial and economic operations performed at the enterprise. In this regard, the audit commission is usually not considered as a direct governing body of a joint stock company . However, the effectiveness of the administrative system cannot be ensured without reliable control.
The difference between management models is a combination of collegial and sole structure.
Three stage circuit
It can be complete and abbreviated. With this model, the supreme governing body of a joint stock company is a meeting of shareholders. The full three-stage scheme can be used in any AO. Such a model makes it possible to tighten the control of shareholders over the activities of managers.
At the next level is the supervisory board. He supervises the work of the sole and collegial bodies.
As the Federal Law "On Joint-Stock Companies" establishes, members of the collegial management structure cannot be more than 1/4 of the composition of the board of directors. At the same time, an entity acting as general director cannot be appointed to the post of chairman of the council.
A full three-stage scheme is mandatory for credit companies created in the form of AO.
Reduced Three Stage Model
This scheme can also be used in any joint stock company. The difference between it and the model described above is the absence of a collegial governing body. Therefore, with this model, there are no restrictions on the number and status of board members.
In a shortened scheme, the influence of the CEO is significantly higher. In fact, he single-handedly manages the current affairs of the enterprise.
This model is quite common in joint stock companies. Such popularity is connected with the fact that it allows you to balance the activities of executive and control structures.
Other options
In some companies, the charter establishes the right of the board of directors to form executive bodies. Such a model is more suitable for large shareholders holding a controlling stake. The Council becomes the supreme governing body of the joint-stock company , without directly participating in the current affairs of the enterprise.
Another model is an abbreviated two-stage administrative system. It can be used in companies with the number of shareholders not exceeding 50. This model is typical for small companies in which the general director is also the main shareholder.
Features of executive structures
Executive refers to the direct management body, which is formed by decision of the board of directors or shareholders meeting. Its functions are defined in the legislation or charter of the company.
The responsibility of the management bodies of the joint-stock company occurs in the event of damage to the enterprise due to unlawful actions or inaction.
The executive structure may be sole or collective. In many societies, both types of governing bodies act at once. Moreover, in the charters of such companies, the competence of these structures is clearly delineated.
An entity acting as the sole governing body also acts as the chairman of the collegial structure.
Creation and termination of bodies
The formation of administrative structures in a joint-stock company is carried out on the basis of a decision adopted at a general meeting. Legislation, however, permits the transfer of these powers to the board of directors.
The council or general meeting has the right at any time to decide on the early dissolution or suspension of the activities of the executive bodies. At the same time, a temporary management structure should be created. An extraordinary meeting is convened to address these issues.
The formation of a temporary executive structure may be caused by the impossibility of further implementation of its functions by the current governing body.
CEO competency
The sole management body acts on behalf of the company without a power of attorney. His powers include:
- Enforcement of decisions adopted by the general meeting.
- Operational management of the current activities of the enterprise.
- Work planning.
- Approval of staffing.
- Reception and dismissal of employees.
- The publication of orders, orders.
- Conclusion of contracts, contracts, agreements, opening accounts, issuance of powers of attorney, financial transactions for an amount not exceeding 25% of the value of the company’s assets.
- Claims, participation in litigation on behalf of the enterprise.
This list, of course, is far from complete. The powers of the general director should be fixed in the charter of the company.
Election / appointment of the Director General
The sole body may be appointed / elected by the general meeting or the board of directors. In the first case, the position of the general director will be more stable. The term of office for the appointment / election of the sole body may be 5 years.
The shareholders who own at least 2% of voting shares can nominate. The charter may also stipulate other conditions for participation in deciding on the election / appointment of the general director. Only one candidate must be indicated in one application.
Governing body
This collegial body manages an economic company on a par with the general director. The term of office of the board is 1 year. Usually in its composition there are persons at key posts: the general director, chap. engineer, chap. economist, etc.