Even the board of directors will be responsible for the bank's debts. Efficiently functioning board of directors What is the chairman of the board of directors of the bank responsible for?
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 on a mandatory basis 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 executive bodies 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:
convocation of annual and extraordinary general meeting 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 authorized capital society;
OK big deals 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:
- creates and maintains corporate culture.
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;
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Used in Russian legislation, is intended to concretize the essence of the middle management, the fundamental function of which is the implementation of only general, and not direct management of the activities of a joint-stock company. In this manual, only the name “board of directors” is used, as it is the most common in practice and in the economic literature.
Board of Directors is a collective 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 annual meetings of shareholders in accordance with the competence granted to it by law and by the charter.
Mandatory nature of the election of the board of directors. The board of directors is created on a mandatory basis in all joint-stock companies, except for those in which the number of shareholders owning voting shares is less than 50.
If the board of directors is not elected, then its functions are performed by the general meeting of shareholders. In the latter case, the charter of the company must determine the person or body whose competence will include the decision on holding a general meeting of shareholders and approving its agenda.
Purpose and main activities of the board of directors. The ultimate goal of the board of directors is to increase the value of the joint-stock company, increase the market prices of its shares, that is, the growth of share capital.
The main functions of the board of directors are:- determination of the development strategy of the joint-stock company;
- organization of effective activity of the executive bodies of the company;
- control over the activities of lower management bodies of the joint-stock company;
- ensuring the implementation of the rights and legitimate interests of shareholders.
Competence of the board of directors. In order for the board of directors to effective body management, its activities should be aimed at protecting the rights of shareholders on the basis of balancing the duties and powers of the board of directors so that it does not replace the management and ensures control by the shareholders.
The board of directors has the right to resolve only those issues that are within its competence by law and the charter of the company. These issues should be clearly spelled out in the charter of the company in order to eliminate ambiguity regarding the delimitation of the competence of the board of directors, the executive bodies of the company and the general meeting of shareholders.
In accordance with the law, the competence of the board of directors includes:- determination of priority directions of the company's activity;
- convening an annual and extraordinary general meeting of shareholders;
- approval of the agenda of the general meeting of shareholders;
- determination of the date of compiling the list of persons entitled to participate in the general meeting of shareholders;
- increase in the authorized capital of the company by placing additional shares by the company within the limits of the number and categories of declared shares (if this issue is referred to its competence by the charter of the company);
- 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;
- acquisition of shares, bonds and other securities placed by the company;
- formation of the executive body of the company and early termination of its powers (if this issue is referred to its competence by the charter of the company);
- recommendations on the amount of remuneration and compensation paid to members of the audit commission (auditor) 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;
- usage reserve fund and other cash funds joint-stock company;
- approval of internal documents of the joint-stock company, with the exception of those documents that, according to the charter of the company, are within the competence of the general meeting or the executive bodies of the company;
- creation of branches and opening of representative offices of the joint-stock company;
- approval of major transactions and transactions in respect of which the company's managers have an interest;
- approval of the registrar of the joint-stock company and the terms of the contract with him.
- organization of execution of decisions of the general meeting of shareholders;
- determination of directions of activity of the joint-stock company;
- preparation of plans and budgets of the joint-stock company;
- evaluation of the performance of the company and its executive management bodies;
- determination of approaches to investments and participation in other organizations;
- disclosure of information about the joint-stock company;
- creation of internal control mechanisms in a joint-stock company;
- development of systems and methods of motivation and stimulation of personnel working in a joint-stock company;
- creation and provision corporate culture, including ensuring compliance by the joint-stock company with the current legislation, compliance with the rules and procedures for convening and holding a general meeting of shareholders, etc.
The successful development of a joint-stock company largely depends on how effectively the board of directors functions as a company management body.
The effective work of the board of directors depends primarily on the level vocational training its members. A member of the board of directors must have the appropriate capabilities and characteristics, such as having sufficient time to carry out his duties, the absence of a conflict of interest in relation to the company, the ability to express his independent opinion and defend it, etc. The law allows that the company has the right to establish its own requirements to candidates for the board of directors. The list of requirements that shareholders impose on members of the board of directors should be quite specific and aimed at ensuring that the board of directors is formed from among persons with a high business and human reputation. Determining the list of requirements for candidates to the board of directors should be considered as one of the elements of the corporate governance system.
A member of the board of directors of a company can only be individual, but not necessarily a direct shareholder of the 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 1000 shareholders must have at least 7 members; and with a number of more than 10,000 - at least 9 members. When forming the board of directors, it is necessary to be guided by the principles of reasonable sufficiency. It is preferable to determine the number of members of the board of directors in the charter so as not to hold an annual debate on this issue.
Elections to the Board of Directors are carried out by cumulative voting.
The essence of this method is that:- the number of votes held by each shareholder is multiplied by the number of persons to be elected to the board of directors of the company;
- shareholders have the right to vote on their shares for one candidate or distribute them among several candidates;
- voting is not carried out on each individual vacant place as part of the board of directors, and immediately to the entire composition of the board of directors;
- elected to the board of directors are those candidates in the number equal to the composition of the board of directors who received the largest number of votes in general list candidates.
Advantages of cumulative voting
Cumulative voting appeared as one of the ways to take into account the interests of small shareholders in the management of a joint-stock company. With direct voting, the owners of large blocks of shares, and even more so of a controlling stake, are always able to ensure their leadership in the board of directors. Cumulative voting, since it is based on the possibility of summing up the votes belonging to all seats of the board of directors and using them to vote on only one candidate, allows small shareholders to appoint to the board those persons who undertake to defend their interests.
The latter becomes possible due to the fact that a member of the board of directors has the right to access any information about the activities of the joint-stock company.
In general, the main advantages of cumulative voting are:- an opportunity is provided for small shareholders to nominate their candidates to the board of directors;
- decision of the general meeting on early termination powers of the board of directors can only be taken in respect of all members of the board of directors. This ensures stability in the joint-stock company, reduces the likelihood of conflicts within the board of directors;
- with cumulative voting, the board of directors will almost certainly be formed, since in order to be elected, the applicant only needs to get ahead of other applicants, regardless of the absolute amount of votes he received.
Chairman of the Board of Directors is the head of the board of directors. He is elected by its members by majority vote. The board of directors of a joint stock company has the right to re-elect its chairman at any time by a majority vote of the total number of members of the board of directors, unless otherwise provided by the charter of the company.
The main duties of the Chairman of the Board of Directors are:
- organizing the work of the board of directors;
- convening meetings of the board of directors and chairing them;
- organizing the keeping of minutes of meetings of the board of directors;
- chairmanship at the general meeting of shareholders, unless otherwise provided by the charter of the joint-stock company.
Meetings of the Board of Directors are held regularly at the time specified normative documents joint-stock company, usually at least once a quarter.
Extraordinary meetings of the board of directors may be held at the initiative of the chairman of the board, as well as at the request of:- member of the board of directors;
- member of the audit commission (auditor) of the company;
- the company's auditor;
- executive body of the company.
The quorum for holding a meeting of the board of directors of the company is determined by its charter, but should not be less than half of the number of elected members of the board of directors of the company. If for any reason (illness, death, etc.) the number of members of the board of directors becomes less than the number constituting the specified quorum, the board of directors of the company is obliged to decide on holding an extraordinary general meeting of shareholders for by-elections or their own re-election.
When resolving issues at meetings of the Board of Directors, each of its members has one vote. The transfer of voting rights by a member of the company's board of directors to another person, including another member of the company's board of directors, is not allowed. The charter of the company may provide for the right of the casting vote of the chairman of the board of directors in the event of an equality of votes of the members of the board of directors when resolving one or another issue on the agenda. The charter of a joint-stock company may provide for the possibility of taking into account, when determining the presence of a quorum and the results of voting, the written opinion of a member of the board of directors of the company who is absent at a meeting of the board of directors of the company on the issues of its current agenda, as well as the possibility of making decisions by the board of directors of the company by absentee voting.
The procedure for the work of the board of directors is practically not determined by law, and shareholders are granted the right to independently regulate it. Considering that the board of directors is the most important governing body, on the decisions of which many aspects of the joint-stock company's activities depend and the interests of all shareholders without exception are affected, this procedure is usually formalized by the company's internal documents or determined in its charter.
WITH 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 us consider what can be understood by the term, about which 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 scope of powers, the board of directors, as a rule, does not directly influence 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) is in most cases 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 enterprise management structure, 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 current economic situation with 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 review 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 auxiliary sources.
Functions of the board of directors: control over the financial and economic activities of the company
Next essential function which the board of directors performs is the exercise of 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 business entity, 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, common theme appropriate intra-corporate structures can be the development of an 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, related to the appointment and dismissal 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);
Moderating 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 issues to the 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 tasks that characterize the activities of the board of directors is provided for by the contract of an employee of the firm who is a member of the board of directors. this council. 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. However, it can be used as individual approach- when the results of the work of a particular manager are evaluated, and the 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 can be noted that in Western countries the approach is widespread, according to which members of the board of directors are insured against negative consequences decisions made, as well as covering various costs arising 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 the contract, according to which part of the losses can be compensated by the company that has established the appropriate internal corporate structure.
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