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WITH The board of directors of an 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 the board of directors of an enterprise formed?

First, let's look at what can be understood by the term in question. The board of directors is the main management body of the enterprise in the periods between general meetings of shareholders of the enterprise. The main task of this structure is to develop a business development strategy, as well as control over its implementation by authorized divisions of the company.

Despite the large amount of powers, the board of directors, as a rule, does not directly influence the work of the executives. 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 Regulations on the Board of Directors, which is adopted by the general meeting of shareholders companies.

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

Requirements for establishing 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 have at least 5 members.

If there are more than 1,000 securities holders in a JSC, then the board of directors must have at least 7 members. If there are more than 10,000 shareholders, then the structure in question must have at least 9 members.

The board of directors in an LLC is characterized by certain features. 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 owners of the LLC, 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, first of all, on the provisions of the charter of the relevant business company, as well as internal regulations that determine the procedure for managing the business. The election of members of the board of directors of an LLC may not necessarily be carried out on a cumulative basis: it is sufficient to establish a simple majority of those business participants who vote at the general meeting.

Let's take a closer look at the key powers that characterize the company's board of directors.

Main powers of the management structure

First of all, the corresponding internal corporate structure is authorized to exercise control over the work executive bodies— but not to interfere with their decision-making procedures, as we noted above. The main thing here is to ensure that their activities comply with the decisions made at general meetings of shareholders of the enterprise. Carrying out this area of ​​activity, for example, the board of directors forms, upon the recommendation of the head of the company, 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 this or that property, investment issues, and the conclusion of major transactions, the value of which exceeds a certain percentage of the enterprise’s turnover.

The Board of Directors of an OJSC (after the reform - JSC) in most cases is authorized to determine the key directions of internal corporate policy in terms of obtaining or issuing loans, providing guarantees, using certain sources of covering costs and satisfying possible claims from creditors. The structure in question may have the authority to submit for discussion at the general meeting issues related to the necessary reduction in the size of the company’s authorized capital.

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 the company’s employees. At the same time, as for dividends, the powers of the general meeting of shareholders usually do not include establishing 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 relevant payments without agreement with the structure in question.

Another notable type of authority that characterizes the board of directors is participation in determining the management structure of the enterprise, establishing branches and 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, decisions of the board of directors in this case may be mainly advisory in nature.

It may be noted that the board of directors is a corporate body that can be called by different names. Thus, in accordance with the legislation of the Russian Federation, the corresponding structure may be called 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, industrial enterprise, or service sector company can perform - despite the fact that the activities of firms largely depend on its profile, on the segment of activity, the main functions of the corresponding internal corporate structure can be common to most areas business.

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

But, one way or another, the board’s task is to approve the company’s long-term development plans. 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 performing this function, the internal corporate structure in question can actively interact with other competent bodies of the enterprise - for example, with the financial department, marketing specialists, accountants, or contact external structures and consultants.

The result of the council’s implementation of the function under consideration is the formation of documents that are binding on competent specialists of the enterprise. At the same time, their structure may include a main plan and a large number of different auxiliary sources.

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

The next most important function performed by the board of directors is exercising control over the financial and economic activities of the enterprise. This area of ​​activity of the internal corporate structure under consideration is aimed, first of all, at ensuring the implementation of the provisions of those plans that are formed as part of the performance of the previous function by the board.

The system of control over the activities of responsible specialists as part of their implementation of the instructions contained in the plan involves the use of a wide range of methods: a detailed study of reporting documents is assumed, training of specialists if necessary, organization of local meetings on various issues of implementing 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 within the jurisdiction of certain sources of law.

The most important role in monitoring the implementation of the plan can be played by other governing structures of the business company - such as, for example, the board of shareholders. The board of directors can actively interact with them on a wide range of issues. In particular, the general theme of the relevant internal corporate structures may 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 carry out the plans developed by the board of directors as part of its previous function. Relevant risks include currency restrictions, low liquidity, the emergence of legal restrictions, and political factors. They should be considered as part of monitoring 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 and resolve disagreements that arise within the framework of corporate legal relations. To carry out this function, the structure in question may be vested with a number of special powers. For example, related to the appointment of a person responsible for implementing the rights of business participants and protecting their interests. Resolution 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 regulations that have jurisdiction over legal relations involving partners.

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

The next key function of the board of directors is to ensure the effective operation of the executive structures of the enterprise. For these purposes, responsible managers can also use the mechanisms provided for by internal corporate norms or the provisions of regulatory legal acts, if they regulate one or another area of ​​activity of the executive 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 of positions general director enterprises.

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

The composition of the board of directors of the company can be formed from representatives of the collegial body of 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 accordance with the procedure. In this case, a person receives the corresponding status for the 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 in a similar status have them.

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

- a person who is elected to his position from among the members of this intracorporate structure. Moreover, this procedure must be carried out at the first meeting of the Council. In many cases, the chairman of the relevant body has the widest range of powers. Thus, it is a common practice in which he directly influences the activities of the company’s general director and other top managers, helps them make decisions and improve their skills.

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

Planning the activities of the internal corporate structure he heads (the chairman determines when a particular meeting of the board of directors should be held and how long it should last);

Moderating discussions on business issues;

Monitoring compliance with meeting regulations;

Summing up the discussions.

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

In many cases, the head of the business management body in question also chairs various committees. For example, those responsible for personnel issues and the payment of remunerations.

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 remuneration practices, boards of directors are usually assigned the same amount of compensation for work performed within the competencies that are defined by law or the enterprise. In many cases, remuneration for solving problems that characterize the activities of the board of directors is provided for in the contract of a company employee 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 management structure of the company.

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 results of the corresponding intracorporate structure. At the same time, both an individual approach can be used - when the results of the work of a particular manager are assessed, and consideration of the results of the work of members of the board of directors as a whole.

The results brought by a particular decision of the board of directors can be assessed in terms of business performance, revenue growth of the enterprise, market expansion, and other significant criteria determined by the owners of the company.

It can be noted that in Western countries there is a common approach according to which members of the board of directors are insured to protect against the negative consequences of decisions made, as well as to cover 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 corresponding internal corporate structure.

Alexander Filatov, M. Kuznetsov, O. Sevastyanova, E. Dzhuraev Chapter from the book “Organizing the work of the board of directors: Practical recommendations”
Publishing house "Alpina Publisher"

• the board of directors must enjoy the trust of shareholders, otherwise it will not be able to effectively perform its functions;
• personal qualities of a member of the board of directors and his business reputation;
• It is not recommended to elect to the board of directors a person who is in a situation of conflict of interest, for example, who is a participant, holds positions in the executive bodies and (or) is an employee of a legal entity competing with the Company;
• The number of members of the board of directors should be sufficient to ensure that significant minority shareholders have the opportunity to elect their representative, effectively organize the work of themselves and their committees, but not excessive, so as not to impede the meetings and effective interaction of all members of the board of directors.

In practice, taking into account legislative restrictions, the optimal composition of the board of directors for an average non-public company is 5-7 people, for a public company - 7-11 people (depending on the number of shareholders).

One of the most important recommendations when forming the structure of the board of directors is the presence of a sufficient number of independent directors. It is recommended to recognize an independent director as a person who has sufficient professionalism, experience and independence to form his own position, and is capable of making objective and conscientious judgments, independent of the influence of the executive bodies of the Company, certain groups of shareholders or other interested parties. It should be taken into account that under normal conditions a candidate (elected member of the board of directors) who is associated with the Company, its significant shareholder, significant counterparty or competitor of the Company, or associated with the state cannot be considered independent.

The board of directors must evaluate the independence of candidates for board members and make a conclusion about the independence of the candidate, as well as regularly review independent members of the board of directors for compliance with independence criteria.

When conducting such an assessment, content must prevail over form. IN international practice There is such an “informal” definition of an independent director: “has an independent mind and wallet.” But, since it is not so easy to look into the mind and wallet of a candidate, legislation, listing requirements, and codes of best practice usually contain certain criteria by which the independence of a director can be determined. Appendix 4 presents the independence criteria in accordance with the updated Russian Corporate Governance Code.

To ensure that independent directors can influence decisions made by the board of directors, it is recommended that independent directors constitute at least one-third of the board of directors.

IN Russian companies with government participation, the role of a professional attorney is also highlighted. The difference between the status of a professional attorney and an independent director is that he is guided in his activities by the procedure established by Decree of the Government of the Russian Federation dated December 3, 2004 No. 738, including voting on relevant issues on the agenda of the meeting of the board of directors (supervisory board) of the Company in accordance with directives of authorized government bodies. In accordance with this resolution, the agency (the Ministry or the Administration of the President of the Russian Federation) is obliged to issue directives to representatives of interests Russian Federation on the Board of Directors of the Companies on the following issues:

• specified in paragraphs. 3, 5, 9, 11, 15 and 17.1 clause 1 art. 65 of the Law on JSC, (3 - approval of the agenda of the general meeting of shareholders, 5 - increase in the authorized capital of the Company by placing additional shares by the Company within the limits of the number and categories (types) of authorized shares, if the charter of the Company in accordance with the Law on JSC refers to its competence, 9 - formation of the executive body of the Company and early termination of its powers, if the Company's charter refers to its competence, 11 - recommendations on the amount of dividends on shares and the procedure for its payment, 17.1 - making decisions on participation and termination of the Company's participation in other organizations (with the exception of organizations specified in paragraph 18, paragraph 1, article 48 of the Law on JSC), if the Company’s charter does not fall within the competence of the Company’s executive bodies);
• on the issue of election (re-election) of the chairman of the board of directors;
• on the issue of the acquisition by a subsidiary or dependent business company of shares (shares in the authorized capital) of other business companies, including upon their establishment, if the charter of the Company determines the position of the Company or its representatives (when the management bodies of subsidiary or dependent business companies consider issues on the agenda the day of the general meeting of shareholders and the meeting of the boards of directors) on this issue falls within the competence of the board of directors (supervisory board) of the Company;
• on issues in order to fulfill the orders and instructions of the President of the Russian Federation, instructions of the Chairman of the Government of the Russian Federation or the First Deputy Chairman of the Government of the Russian Federation.
• directives on other issues within the competence of the board of directors are issued by the agency (the Ministry or the Administration of the President of the Russian Federation) in the manner established by Decree of the Government of the Russian Federation dated December 3, 2004 No. 738, if a proposal is received from the chairman of the board of directors.

The position of the shareholder - the Russian Federation - in the Companies included in a special list approved by the Government of the Russian Federation is determined by a decision of the Government of the Russian Federation, by the Chairman of the Government of the Russian Federation or, on his instructions, by the First Deputy Chairman of the Government of the Russian Federation or Deputy Chairman of the Government of the Russian Federation.

In essence, a professional attorney is an external director, a representative of the shareholder, in this case the state. His status as a “fiduciary” does not alter a director’s fiduciary duty to act fairly and reasonably in the best interests of all shareholders, understood as the sustainable enhancement of shareholder value over the long term.

In many jurisdictions, lawsuits against directors for breach of fiduciary duty are a tool to protect shareholders from corruption and director dishonesty. Improvement of directors' liability mechanisms is also taking place in Russia. The Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 30, 2013 No. 62 “On some issues of compensation for losses by persons included in the bodies of a legal entity” stipulates that “in the event of dishonest or unreasonable performance of duties to select and control the actions (inaction) of representatives, counterparties under civil contracts, employees of a legal entity, the director is liable to the legal entity for losses caused as a result. The mere fact that the conclusion of a transaction by a legal entity, which entailed negative consequences for the latter, was approved by a decision of the collegial bodies of the legal entity, as well as its founders (participants), is not a basis for refusing to satisfy the claim for recovery of damages from the director, since the director bears independent obligation to act in the interests of the legal entity... At the same time, along with such director, members of the specified collegial bodies bear joint liability for losses caused by this transaction... Participants of the legal entity who voted for the approval of the transaction bear such liability along with the director, if it will be proven that they acted knowingly to the detriment of the interests of the legal entity.” The introduction of a mechanism for judicial liability of directors will contribute to the transformation of boards of directors into real management bodies of companies.

From a practical standpoint, the ideal board of directors consists of independent professionals with significant experience in various aspects of the company's operations. This is knowledge of the specifics of the industry, the markets in which the company operates, finance and investment, accounting and auditing, human capital management, and understanding of corporate governance. In international practice, the most popular candidate for a member of the board of directors is usually a person with experience as a general director, since he has most of the knowledge and skills necessary for a member of the board of directors. As a rule, financial experts are in second place in popularity, since their presence on the board is necessary for the effective work of the audit committee. At the same time, the most important guideline when forming a board of directors is the overall balance of knowledge and skills of the board, its “collective intelligence” necessary for effective work, which ideally should include all the competencies described above.

The key figure in the board of directors is its chairman, whose energy, experience and tact determine the atmosphere of work and, ultimately, the effectiveness of the board. After the shareholders elect the composition of the board of directors at the general meeting, a chairman is elected from among its members at the first meeting of the board.

The roles of the chairman and CEO in a company are fundamentally different. The CEO runs the company, and the chairman of the board runs the board of directors. These functions require different skills and behaviors. The CEO is often a “result producer” and administrator, while the chairman is more of a generator and integrator. Therefore, a good CEO does not always make an effective chairman. Difficulties often arise when the former CEO of a given company becomes the chairman of the board of directors.

People find it difficult to adapt to new roles, and therefore such a chairman begins to confuse his functions with the responsibilities of the general director. Power-pulling, that is, competition between the chairman of the board and the general director, is a situation that is especially typical for companies in growing markets. In conditions of turbulent development, when the owners try to move away from the operational management of the business and take the position of chairman of the board, they continue to actively interfere in the current affairs of the company, thereby undermining the authority and usurping the powers of the general director, which deprives him of the opportunity to be responsible for decisions made.

Key problems facing the chairman: how to manage without administrative power, how to choose priorities in conditions of limited time, how to create a constellation of the stars on the board of directors, how to achieve a balance between the positions of organizer and participant in the production process, leader and expert?

The chairman of the board of directors plays several roles. First, it is the role of the “owner”, called upon to treat the company as his property and build an organization that will thrive many years after his departure. Secondly, this is the role of a “strategist” who interprets the picture of the world and the company’s external environment, suggests and initiates changes, understands the value creation process and determines business strategy.

Thirdly, this is the role of a “mentor” who gives feedback to the CEO and key managers, engaging in their development and personal growth. Finally, it is the role of a facilitator, creating a productive board environment, professionally moderating discussions, and encouraging directors to speak up on the issues being discussed.

An important task of the chairman is to plan the work of the board of directors: determine the frequency and duration of meetings, establish rules for preparing issues for them, and formulate an agenda. Best practices for preparing the agenda include coordinating with committee chairs, distributing a draft agenda to other board members for review and comments, and consulting with the corporate secretary on procedural matters. Agenda items are arranged in order of importance to ensure that board members have time and energy to discuss the most important issues.

During the meeting, the chairman plays the role of moderator, allowing everyone to speak, monitoring the rules and managing the discussion process. It is important that he summarizes the discussion, clearly formulating conclusions for putting questions to a vote and recording them in the minutes. At the same time, the meeting should not turn into a “benefit performance for one actor.”

The art of the chairman is to create an atmosphere of constructive, friendly dialogue, encouraging each director to openly express his opinion. This is achieved if the chairman maintains contact with the board members and has preliminary discussions with them to clarify their position, to remove unnecessary tension or misunderstanding and to conduct the meeting without being distracted by the management of unforeseen or inappropriate situations.

The Chairman of the Board of Directors must be an example of punctuality, composure and self-demanding behavior. The attitude of other council members to the work largely depends on his attitude to his duties.

Functionally, in a board of directors, the chairman often chairs the personnel (appointments) committee, which creates a succession planning system for board members and key managers. In Russian companies, this committee is often combined with the remuneration committee and is called the personnel and remuneration committee of the board of directors. Best practice is that the chairman should not chair the board's audit and remuneration committees, as this would place too much weight on the chairman's position, thereby undermining the board's system of checks and balances.

An important job of the chairman is to initiate and organize the annual evaluation of the board's performance, and to interpret the results to show shareholders what the board actually accomplished over the past year and set priorities for the next period.

The first meeting of the board must be held no later than one month after the election of the new board of directors. At this meeting, the elected directors (nomination committee) propose a candidacy for the chairman of the board of directors, the appointment/confirmation of the powers of the corporate secretary (chief of staff of the board of directors), the creation of the structure of the board, that is, the formation of committees, the election of their chairmen and members. At the first meeting, priorities for consideration of issues are determined and a meeting plan is drawn up.

It is recommended to hold introductory meetings of the Company's management with newly elected members of the board of directors within one month after their election. It is also recommended that there be an “onboarding” procedure for new external board members. This procedure helps ensure that these board members become involved in the productive work of the board of directors and committees as quickly as possible, concentrating on the company’s priority tasks. The induction procedure may involve two main phases.

The first phase is a discussion with the chairman and members of the board of directors of the priorities of the company’s activities and the work of its board of directors, familiarization (with the participation of the corporate secretary) with internal corporate documents and procedures, key information about the company's activities, including:

• industry review;
• strategy, business risks;
• financial position;
• key employees;
• major projects, etc.

The second phase may involve independent work by a member of the board of directors or work as part of a committee on one of the board’s priority tasks and discussing the results with the chairman and members of the board.

Planning of the work of the board of directors is carried out by its chairman with the support of the corporate secretary (chief of staff of the board of directors).

In the plan, it is important to establish the frequency and number of meetings, to provide for issues regularly put on the agenda (analysis financial statements, consideration of related party transactions), as well as issues spread over the entire planned annual period (key performance indicators and management motivation, remuneration of board members, succession planning for key managers and board members, etc.).

An important point in the work of the board of directors is holding sessions to develop the main strategic directions for the development of companies. Planning begins based on an understanding of customer needs for the company’s products or services, market analysis and competitive environment, and then go through the entire range of decisions, starting with analysis of the product line (services) and ending with the production program, introduction of innovations, as well as studying the state of labor resources and management motivation systems.

In general, the work of the board of directors should focus on the most important issues of business improvement. These include: the company's strategy, building control over the work of management and its development, as well as assisting them in solving problems that go beyond the typical ones.

The organization of the work of the board of directors implies that issues are first submitted for in-depth discussion in a specialized committee, which develops recommendations to the board of directors that help form a professional judgment.

Board procedure requires that the corporate secretary send notices to directors two weeks (minimum 10 days) before a meeting, along with the agenda, ballots, and required information. He then collects the written opinions of the directors (if necessary) and transmits them to the chairman.

A meeting of the board of directors is legitimate if there is a quorum, which is determined by the company's charter, but it cannot be less than half of the elected number of directors. Internal company documents sometimes provide for more stringent requirements for determining quorum when voting on certain issues.

Complete, adequate and timely provision of information is the most important condition for the board of directors to fulfill its role. Typical problems: the board receives incomplete or poor quality information, is overwhelmed with it, or is provided at the last minute. As a result, directors spend more time understanding the situation than discussing it, wasting time and energy, and ultimately making suboptimal decisions. For meetings of the board of directors to be effective, it must approve the main indicators provided by management and the list of necessary information, and the corporate secretary must develop its format and ensure timely provision.

Meetings of the board of directors can be held in the form of joint presence or in the form of absentee voting. It is considered correct to hold from four to ten in-person meetings of the board of directors, depending on the specifics and stage of development of the company. A meeting is considered in-person if members of the board of directors are present and also participate in the meeting via teleconference, telephone or other means of communication, or are absent but presented their written opinion (if such is provided for by the charter or internal documents of the company).

In accordance with best practice, the charter should also provide for absentee voting, for which the company should develop a formal procedure. It is also important to provide directors with sufficient time to vote absentee.

In Russian companies, especially large holdings with state participation, due to the concentration of ownership, absentee voting occurs quite often - sometimes several times a week - due to the fact that, according to the law, all interested party transactions (for example, between the managing director) must be carried out through the board of directors holding company and subsidiaries).

When it comes to formatting board meeting minutes, best practice recommends that they should reflect what was decided, not what was said. However, it records the dissenting opinion of the director who voted against or abstained from voting. The minutes must be signed by the chairman and corporate secretary and distributed to the members of the board of directors within a reasonable time period provided for by the company's internal documents, but no later than the date of the next meeting of the board of directors. If a member of the board of directors does not agree with the wording of the minutes (for example, his position on a particular issue is incorrectly reflected), he has the right to propose an adjusted wording and send it to the corporate secretary and the chairman of the board of directors. The following documents must be kept along with the minutes: voting ballots and written opinions of directors who were unable to participate in the meeting.

Decision making procedure

Of no small importance for effective activities Board of Directors and making balanced decisions in the interests of all shareholders of the Company has a procedure for making decisions by the Board of Directors. In Russian and international practice, several decision-making modes have been adopted (depending on the significance of each category of decisions): decisions made by a simple majority of votes of members of the board of directors, decisions made by a qualified majority, and decisions made by a unanimous decision of the board of directors. Decisions of the board of directors are made by a majority vote of the members of the board of directors participating in the meeting, unless the Law on JSC, the charter of the Company or its internal document provides for a greater number of votes required to make a decision.

At the same time, decisions on the following issues are made by a qualified majority (in % of votes):

In addition, according to clause 170 of the updated Code, in order to ensure maximum consideration of the opinions of all members of the board of directors when making decisions on the most important issues of the Company’s activities, it is recommended that the Company’s charter provide that decisions on such issues are made at a meeting of the board of directors by a qualified majority of at least three quarter of the votes.

• statement priority areas activities and financial and economic plan of the Company;
• approval of the Company's dividend policy;
• submitting issues on the reorganization or liquidation of the Company to the general meeting of shareholders;
• submitting to the general meeting of shareholders issues on increasing or decreasing the authorized capital of the Company, determining the price (monetary valuation) of property contributed in payment for additional shares placed by the Company;
• approval of significant transactions, adoption of a decision on the listing of shares of the Company and/or securities of the Company convertible into its shares, submission to the general meeting of shareholders of issues related to amendments to the charter of the Company, approval of significant transactions of the Company, listing and delisting of shares of the Company and/or securities of the Company convertible into its shares;
• determining the price of significant transactions of the Company;
• consideration of significant issues related to the activities of those controlled by the Company legal entities;
• consideration of recommendations regarding a voluntary or mandatory offer received by the Company;
• consideration of recommendations on the amount of dividends on the Company's shares.

The following decisions are made unanimously (in accordance with the JSC Law):

• the decision of the board of directors (supervisory board) of the Company to increase the authorized capital of the Company by placing additional shares is adopted by the board of directors (supervisory board) of the Company unanimously by all members of the board of directors (supervisory board) of the Company, and the votes of retired members of the board of directors (supervisory board) of the Company are not taken into account ;
• the decision to approve a major transaction, the subject of which is property, the value of which is from 25 to 50% of the book value of the Company’s assets, is made by all members of the board of directors (supervisory board) of the Company unanimously;
• The decision of the board of directors (supervisory board) of the Company on the placement by the Company of bonds convertible into shares and other issue-grade securities convertible into shares is adopted by the board of directors (supervisory board) of the Company unanimously by all members of the board of directors (supervisory board) of the Company, and is not taken into account votes of retired members of the board of directors (supervisory board) of the Company.

If the board of directors does not have committees, then most likely its activities are formal. Committees are needed to study the relevant issue in detail before it is brought to a meeting of the board of directors. The time allotted for its conduct is limited, and in general meetings, unless the matter is discussed by the appropriate committee, board members must rely entirely on the information and conclusions presented by management. There is practically no time left to test alternative hypotheses, so meetings of boards of directors, where issues are not previously worked out at committee meetings, are superficial and, as a rule, end with a purely formal vote.

The updated version of the Corporate Governance Code proposes a number of possible board committees. The decision to create committees within the board of directors is made by the board of directors. Based on the main functions of the board of directors, it is recommended that the charter or internal document of the Company regulating the activities of the board of directors provide for the need to create, as a matter of priority, an audit committee, a nomination (appointment) committee, a remuneration committee and a strategy committee. The board of directors may also create other permanent or temporary (to resolve certain issues) committees that it deems necessary, in particular a corporate governance committee, an ethics committee, a budget committee, and a risk management committee.

In practice, Russian companies usually create three committees: strategy, audit, and personnel and remuneration. In addition, some companies create separate committees - for risks, for finance/budget, for ethics, etc. In order to streamline the activities of committees, the board of directors is recommended to approve internal documents defining the tasks of each committee, the procedure for their formation and work.

Interestingly, in developed markets, successful companies usually do not create a strategy committee. In stationary markets, in companies with dispersed shareholding, strategy development is usually carried out by management, and the role of the board of directors is to determine the general directions and priorities of activity, further controlling the process of strategy formation. In Russian companies, owners of large blocks of shares are often members of the board of directors and take an active part in developing strategy, which in turbulent markets with a shortage of qualified managers turns out to be very useful for business.

If a strategy committee is created, the Code includes the following tasks:

• determining the strategic goals of the Company’s activities, monitoring the implementation of the Company’s strategy, developing recommendations to the board of directors for adjusting the existing development strategy of the Company;
• development of priority areas of the Company’s activities;
• development of recommendations on the Company's dividend policy;
• assessment of the Company's performance in the long term;
• preliminary consideration and development of recommendations on issues of the Company’s participation in other organizations (including on issues of direct and indirect acquisition and alienation of shares in the authorized capital of organizations, encumbrance of shares, shares);
• assessment of voluntary and mandatory offers to purchase the Company's securities;
• consideration of the financial model and model for assessing the value of the Company’s business and its business segments;
• consideration of issues of reorganization and liquidation of the Company and its controlled organizations;
• consideration of change issues organizational structure The Company and its controlled organizations;
• consideration of issues of reorganization of business processes of the Company and legal entities controlled by it.

The audit committee in Russian companies is designed to ensure the building of a system of ownership control over the work of management. This committee actively cooperates with the external auditor, ensuring the transparency of its selection procedure and independence from management. The audit committee works closely with the internal audit service, which, through its work with it, must be accountable to the board of directors.

The updated version of the Corporate Governance Code recommends that monitoring the reliability and effectiveness of risk management, internal control and corporate governance systems be within the competence of the audit committee.

Internationally recognized guidelines provide optimal frameworks for the distribution of roles and responsibilities at various organizational levels and recommended interactions between internal control, risk management and internal audit functions, executive management and the audit committee.

According to this scheme, the current management of the company, including the maintenance of reliable risk management systems, internal controls operating at each workplace, and management in the interests of the company's shareholders, is carried out by executive leadership and operational management.

Internal audit is a valuable tool for the audit committee to verify the actual effectiveness of risk management, internal control, and corporate governance systems, which should permeate all business processes, both financial and operational, controlling risks and signaling violations and deviations from the normal operating process through feedback systems and hotlines. However, in order for the audit committee to rely on the work of internal audit, the function's performance must be of a high standard. Currently, the most widespread and generally accepted are the International Professional Standards of Internal Auditing (IPSIA) of the Institute of Internal Auditors.

The requirement for the compliance of the activities of the internal audit service with the IPSIA must be enshrined in the regulations on the internal audit service approved by the audit committee and periodically confirmed during internal and external audits of the quality of work of the internal audit service.

In companies operating in developed markets, two more committees are usually created: appointments (nominations) and remuneration, and in Russia they are almost always combined into one - the personnel and remuneration committee. The fact is that in Russian shareholder legislation, the nomination of directors to the board is carried out directly by shareholders who have at least 2% of voting shares, while in the West, in conditions of dispersed ownership and the absence of shareholders with concentrated ownership, the role of nomination is assigned to the board of directors.

At the same time, there is no procedure for institutional investors within the framework of the proxy voting system to nominate their own candidates to the board of directors. Shareholders vote for the composition recommended to them by the board of directors, and the nominating committee plays an important role in this. True, recently there have been more and more cases when dissatisfied shareholders, through their concerted actions, “roll over” the nominees recommended by the board of directors.

The nominating committee reviews and determines the succession system not only for members of the board of directors, but also for the CEO and the first line of top managers, ensuring that the company is not left without senior management in the event of unexpected attrition.

The tasks of the appointments (nominations) committee include:

• analysis 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;
• interaction with shareholders in the context of searching for candidates for the Company’s board of directors. This interaction should be aimed at forming a composition of the board of directors that most fully meets the goals and objectives of the Company, and should not be limited to the circle of the largest shareholders;
• analysis of the professional qualifications and independence of all candidates nominated to the Board of Directors of the Company, based on all information available to the committee. Formation and public dissemination of recommendations to shareholders regarding voting on the issue of election to the Board of Directors of the Company.
• a description of the individual responsibilities of the directors and the chairman of the board of directors as part of their work on the board of directors of the Company, including expectations regarding the time devoted to issues related to the activities of the Company, within and outside of meetings, during scheduled and unscheduled work. This description (separate for a member of the board of directors and its chairman) must be approved by the board of directors and handed over for review to each new member of the board of directors and its chairman after their election;
• carrying out a self-assessment procedure or external assessment of the board of directors and committees of the board of directors from the standpoint of the effectiveness of their work as a whole, as well as the individual contribution of directors to the work of the board of directors and its committees, the formation of recommendations to the board of directors regarding the improvement of the work procedures of the board of directors and its committees, preparation of a report on the results of self-assessment or external assessment for inclusion in the Company’s annual report;
• developing an induction course program for newly elected members of the board of directors, aimed at effectively familiarizing new directors with business practices, organizational structure, key assets and strategy, key employees of the Company, as well as the procedures of the board of directors, supervising the practical implementation of the induction course;
• analysis of the current and expected needs of the Company in relation to the professional qualifications of members of the executive bodies and other key management employees of the Company, dictated by the interests of the competitiveness and development of the Company, succession planning in relation to these persons;
• forming recommendations to the board of directors regarding candidates for the position of corporate secretary of the Company;
• formation of recommendations to the board of directors regarding candidates for the position of members of executive bodies and other key management employees of the Company;
• preparation of a report on the results of the committee’s work for inclusion in the annual report and other documents of the Company.

One of the most important functions of the board of directors is the formation of an adequate remuneration system for members of management bodies. For this purpose, the Company is forming a remuneration committee.

The tasks of the remuneration committee include:

• development and periodic review of the Company's policy on remuneration for members of the board of directors, members of executive bodies and other key management employees of the Company, including the development of parameters for short-term and long-term motivation programs for members of executive bodies;
• supervision over the implementation and implementation of the Company's remuneration policy and various incentive programs;
• a preliminary assessment of the work of the executive bodies and other key management employees of the Company at the end of the year in the context of the criteria laid down in the remuneration policy, as well as a preliminary assessment of the achievement of these persons' goals within the framework of a long-term incentive program;
• development of conditions for early termination employment contracts with members of the executive bodies and other key management employees of the Company, including all material obligations of the Company and the conditions for their provision;
• selection of an independent consultant on the remuneration policy of executive bodies and other key management employees of the Company, and if the Company’s policy requires mandatory competitive procedures for selecting the specified consultant - determining the conditions of the competition and performing the role of the competition commission;
• development of recommendations to the board of directors on determining the amount of remuneration and bonus principles for the Company’s corporate secretary, as well as a preliminary assessment of the work of the Company’s corporate secretary based on the results of the year and proposals for bonuses for the Company’s corporate secretary;
• drawing up a report on the practical implementation of the principles of the remuneration policy for members of executive bodies, other key management employees of the Company and members of the board of directors for inclusion in the annual report and other documents of the Company.

He is responsible for leading the company’s development of a remuneration system and linking the motivation of the CEO and top managers with development key indicators efficiency.

Such long-term incentive systems, including option programs and stock compensation programs, are developed by external consultants on request and in close cooperation with the company's HR services under the control of the HR and Remuneration Committee. This ensures that management's remuneration is linked to its performance. The remuneration committee is also responsible for developing a remuneration system for members of the board of directors, which is enshrined in the relevant regulations approved by the general meeting of shareholders.

Based on best practice, it can be concluded that only members of the board of directors should be permanent members of committees with voting rights, although independent experts are sometimes invited to review and prepare individual issues brought to meetings.

The audit committee, like the remuneration committee, should be headed by independent directors. The audit committee must have a specialist with financial and accounting experience and preferably experience in the field of internal audit and relevant qualifications. Practice shows that a good chairman of the personnel and remuneration committee can be a person with experience as a general director, so that he can put himself in the shoes of top managers and evaluate how much the motivational system offered by the board of directors aims them at achieving results.

In Russian companies, in addition to members of the board of directors, committees on a permanent basis often include invited experts who have the right to an advisory vote. This allows the body’s competencies to be supplemented with the knowledge and experience of professionals in the chosen field working on an ongoing basis.

The committee of the board of directors is not a decision-making body. It serves as a tool for preliminary in-depth study of issues before their submission to a meeting of the board of directors. This helps avoid management programming scenarios for its implementation, allows committee members to delve into the essence of the problem under consideration in more detail and offer well-developed alternatives to members of the board of directors, thereby allowing them to engage in the discussion in a frame of reference that is understandable to everyone. In any case, after considering the issue, the decision is made by all members of the board of directors by voting.

Role of the Corporate Secretary

The classic role of the corporate secretary (Company secretary in the UK and Corporate Secretary in the USA) stems from the peculiarities of the Anglo-Saxon model of corporate governance, when in a company with dispersed ownership, the shares of which are traded on stock exchange, shareholder control over management is exercised through the board of directors. The board of directors includes one or two representatives of executive management (CEO and CFO, for example), and the remaining members are outside or independent directors.

Management is responsible for the day-to-day management of the company and is accountable to the board of directors, which, in turn, is accountable to shareholders and performs strategic and control functions. The general management of the board of directors is carried out by the chairman, who in the classical model is an external director, and the functions of ensuring the current activities of the board of directors, as well as the accumulation and storage of information and maintaining continuity in the work of the board of directors are performed by the corporate secretary. Chairmen and board members come and go, but a corporate secretary typically stays with the company in that position for many years.

The corporate secretary is an experienced and respected high-ranking employee in the company hierarchy. Functionally, he reports to the chairman of the board of directors and serves as his only vertical of power on which he can rely. The Corporate Secretary, being an employee of the company, is accountable to the Board of Directors of the Company. He is appointed by the board of directors and can only be removed by the board of directors. In companies such as BP, the corporate secretary, who is also the company's Chief Legal Counsel, ranks third in the corporate hierarchy after the chairman of the board of directors and the CEO.

For a long time, UK corporate legislation contained a provision requiring the presence of a Company Secretary position on a company's staff. Currently, due to the processes of deregulation and ensuring flexibility of legislation, this position is not formally mandatory, but in most large companies her status is preserved, and the corporate secretary is necessarily personified. In small private companies whose shares are not traded on the stock exchange, the role of the corporate secretary is much more modest. Often it is limited to legal expertise, and therefore his functions can be performed concurrently by the head of the legal department. A similar situation is observed in the United States.

What are the functions of a corporate secretary? First of all, he is responsible for ensuring that all company documents and board procedures comply with the requirements of legislation, regulators and exchanges. Any paper sent from the company to these bodies must pass through the office of the corporate secretary and be endorsed by him, since he is responsible for the compliance of the content of these documents with the law and the requirements of regulatory authorities. In particular, all reporting of a public company to regulators and stock exchanges is signed by the corporate secretary.

The corporate secretary, together with his staff, organizes all day-to-day activities of the board of directors, from assisting the chairman in planning the meeting agenda to technical work on organizing the distribution of documents to board members, as well as providing all the logistics for holding meetings. The corporate secretary participates in them and ensures the maintenance of minutes. During the meeting, he ensures that the procedures of the board of directors are followed and the decisions made do not contradict the law and cannot be challenged in court.

Updated Russian Code refers to the functions of a corporate secretary:

• organization of preparation and holding of general meetings of shareholders of the Company;
• ensuring the work of the board of directors and committees of the board of directors;
• ensuring disclosure of information and storage of corporate documents of the Company;
• ensuring interaction of the Company with its shareholders and participation in the prevention of corporate conflicts;
• ensuring interaction of the Company with regulatory authorities, trade organizers, registrars, and other professional participants in the securities market;
• ensuring the implementation and monitoring the execution of procedures established by law and internal documents of the Company to ensure the implementation of the rights and legitimate interests of shareholders;
• immediately informing the board of directors about all identified violations of the law, as well as internal documents of the Company;
• participation in improving the corporate governance of the Company.

Through the corporate secretary, members of the board of directors communicate with management; requests from members of the board of directors are sent through him to provide them with all the necessary information. The corporate secretary helps members of the board of directors solve problems not only of an organizational and technical nature, but also of a substantive nature on the issues included in the agenda of the next meeting.

Therefore, the corporate secretary must be a qualified specialist who understands not only the legal intricacies, but also the issues of business and company management. Important qualities of a corporate secretary are good communication skills and organizational talent, so he is not always a lawyer by profession. Many corporate secretaries have a financial or economics background or an MBA (Master of Business Administration) degree. In this case, it is important that the board of directors has a lawyer on whose opinion the corporate secretary can fully rely.

In Russian companies, historically, the role of the board of directors was not so obviously large compared to the role of the general director, therefore they have a different corporate culture, and the corporate secretary is not always personified in one person. In many companies, its functions are divided among several officials. For example, the organizational work to ensure the functioning of the board of directors is carried out by the chief of staff of the board of directors, who is often also the head of the board of directors.

The legal examination of documents issued by the company is often carried out by the head of the legal department, while the shareholder relations department handles the disclosure of information to the regulator and stock exchanges. On the one hand, the absence of a single person responsible for these issues often leads to insufficient coordination of actions, especially on issues of timely and complete disclosure of information, although, on the other hand, excessive centralization of functions by one employee is also not a panacea. It all depends on the scale, organizational structure of the company and the established procedures for interaction between participants in the management process.

Corporate Governance Code, 2014. Section 2.1.

Corporate Governance Code, 2014. P. 307.

Right there. P. 310.

Right there. P. 99-100.

Corporate Governance Code, 2014. Section 2.4.1.

Decree of the Government of the Russian Federation dated December 3, 2004 No. 738 “On the management of federally owned shares of joint-stock companies and the use of the special right to participation of the Russian Federation in the management of joint-stock companies (“golden shares”).” P. 17.

Bad faith and unreasonable actions (inaction) of the director are assumed, in particular, in cases where the director:

• acted in the presence of a conflict between his personal interests (the interests of the director’s affiliates) and the interests of the legal entity, including the presence of an interest in the legal entity completing a transaction;
• knew or should have known that the action (inaction) he committed did not meet the interests of the legal entity;
• made a transaction on conditions that were obviously unfavorable for the legal entity. The obvious unprofitability of a transaction is determined at the time of its completion; if the unprofitability of the transaction occurred later, for example, due to the counterparty’s failure to fulfill its obligations, then the director is liable for the corresponding losses only if it is proven that the transaction was initially concluded with the purpose of non-fulfillment;
• made a decision without taking into account the information known to him or, before making a decision, did not take actions aimed at obtaining the information necessary for making a decision, which are usually taken under similar circumstances.

First of all, with the charter, regulations on the board of directors and regulations on committees of the board of directors.

JSC Law. Clause 3 art. 68.

If the formation of executive bodies is within the competence of the general meeting of shareholders and if the charter gives the board of directors the right to approve such a decision.

JSC Law. Paragraph 3, paragraph 4, art. 69.

Corporate Governance Code. Clause 2.8.4. 2014.

A risk management system is necessary for the company to understand what financial and non-financial risks and unwanted losses are possible in the future in order to optimally manage them and reduce them to an acceptable level.

A system of internal control is necessary to provide reasonable assurance that the company will achieve its operating objectives, the reliability of its financial reporting, compliance with laws, and the security of its assets.

Guidelines of the European Confederation of Institutes of Internal Auditors (ECIIA), Federation of European Risk Management Associations (FERMA) for boards of directors and audit committees “Monitoring the reliability of internal control, internal audit and risk management systems.”

Board of Directors- this is a management body elected for a certain period by a 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 its competence granted to the board of directors by law and by the charter.

The Board of Directors is created in mandatory 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 the company.

The quantitative composition of the board of directors is determined by the general meeting or the company's charter, 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 a board of directors, it is necessary to be guided by the principles of reasonable sufficiency, and it is advisable 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 activities 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 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 areas of the company’s activities;

determining the date for 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;

determining the price (monetary valuation) of property, the price of placement and redemption of equity securities;

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

increasing the authorized capital of the company;

approval of major transactions and transactions in which the company's management is interested;

creation of branches and opening representative offices of a 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 agreement with him.

The Board of Directors solves the following main tasks:

discloses information about the joint stock company;

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

determines approaches to investment;

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

creates internal control mechanisms 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 ensures corporate culture.

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The Board of Directors of the Bank exercises general management of the Bank's activities, with the exception of resolving issues within the competence of the General Meeting of Shareholders of the Bank by the current legislation of the Russian Federation and the Charter of the Bank.

His competence includes determining the strategic directions of the Bank’s activities, control over financial and economic activities, creation and operation of an effective internal control system, ensuring the implementation of shareholders’ rights, as well as control over the activities of executive bodies.

ADAMENKO
Tatyana Nikolaevna
Chairman of the Board of Directors of Texbank JSC

Chairman of the Board of Directors of Texbank JSC
Date of election (re-election) to the Board of Directors: 06/14/2019
Higher
Name of educational organization: Stavropol Polytechnic Institute
Year of graduation: 1988
Qualification: “Economist Engineer”
Specialty: “Economics and organization of road transport”
Academy of National Economy under the Government of the Russian Federation
Year of graduation: 1999
Qualification: Master of Management
Specialty: “Modern head of a commercial bank”

Absent

From June 28, 2017 to the present: Chairman of the Board of Directors of Texbank JSC. (By the decision of the General Meeting of Shareholders of the Bank (Minutes No. 02/18/EGM dated September 21, 2018, the Bank was renamed into Texbank Joint Stock Company (Texbank JSC).
From June 24, 2016 to June 28, 2017: member of the Board of Directors of JSCB Texbank.
From January 11, 2016 to May 15, 2017: Texbank JSC, President and Chairman of the Board.
Job responsibilities: carries out the general management of the Bank in strict accordance with the goals and objectives provided Federal laws. The Charter of the Bank to achieve profitable activities of the Bank, increase efficiency, prevent damage to the Bank to depositors, clients, ensure the fulfillment of the assigned tasks of the Meeting of Shareholders. Management Board, Board of Directors.
From 08/10/2015 to 01/11/2016: JSCB Texbank, Advisor to the President for Strategy and Development.
Official responsibilities: organizing work on the development and implementation of changes in business processes and technologies, analyzing the work of all services to improve activities, developing, together with other services of the Bank, new technologies and processes in the bank in order to increase efficiency.
From 03/11/2013 to 07/03/2015: Bank Vozrozhdenie (OJSC), Department for Branch Network Development, Head of Department
Official responsibilities: development of standard transformations of branches into operational offices, work on reorganizing branches and VSP according to a single standard, implementation of new organizational structures of VSP, functionality for VSP personnel, development of standard staffing tables for VSP and bank branches, introduction of new sales models based on the principle of a single front line, closing and opening measures, changing the location of VSP, monitoring the implementation of the VSP plan.
From September 17, 2012 to March 11, 2013: Bank Vozrozhdenie (OJSC), Moscow, Retail Business Department, Deputy Head of Department.
Official responsibilities: supervision of the work of bank branches in organizing the work of retail business units, monitoring the implementation of the plan, developing sales standards.
From 07/07/2003 to 09/17/2012: Bank Vozrozhdenie (OJSC), Manager of the Stavropol branch.
Official duties: organizing the work of the branch, monitoring all business processes, organizing and conducting negotiations with clients - large companies and holdings, reaching agreement on the terms of servicing transactions, organizing sales of banking services to clients - loans, factoring, leasing, salary projects, bills, mortgage and consumer lending, deposits, plastic cards, cash settlement services, etc. Opening of new 8 additional offices and 5 operating cash desks in the cities of Caucasian Mineralnye Vody, business planning and ensuring the implementation of the plan for the branch, business development of VSP, branch.

Job responsibilities:

• Ensures the effective organization of the work of the Board of Directors of the Bank and its interaction with other bodies of the Bank;
• Maintains constant contacts with the Bank's divisions and officials in order to timely obtain the most complete and reliable information necessary for the Bank's Board of Directors to make decisions, ensure effective interaction between these bodies and officials among themselves and third parties;
• Ensures that the Board of Directors successfully accomplishes its tasks;
• Organizes the development of the most effective decisions on issues on the agenda;
• Convenes meetings of the Board of Directors and presides over them;
• Determines the form of holding meetings;
• Responsible for developing the agenda for meetings of the Bank’s Board of Directors;
• Organizes the keeping of minutes at meetings;
• Takes the necessary measures to timely provide members of the Board of Directors with the information necessary to make decisions on agenda items;
• Provides an opportunity for all members of the Board of Directors to express their point of view on the issues discussed, promotes the search for an agreed solution by members of the Board of Directors in the interests of the Bank;
• Signs letters and other documents emanating from the Board of Directors of the Bank, including certifying extracts from the minutes of meetings of the Board of Directors of the Bank;
• Signs an agreement with the Chairman of the Board of the Bank on behalf of the Bank;
• Presides at general meetings of shareholders of the Bank;
• Bears personal responsibility to the General Meeting of Shareholders of the Bank for organizing the activities of the Board of Directors of the Bank.

SHAPOVALIANTS
Andrey Georgievich
Deputy Chairman of the Board of Directors of Texbank JSC

Name of position held: Deputy Chairman of the Board of Directors of Texbank JSC

Information about vocational education: Higher
Name of educational organization: Moscow Institute of National Economy named after. G.V. Plekhanov
Year of graduation: 1974
Qualification: "Economist"

Information about additional professional education: Postgraduate studies at the Moscow Institute of National Economy named after G.V. Plekhanov
Year of graduation: 1979
Qualification: "Economist"
Specialty: “Finance and Credit”

Information about academic degree, academic title: Candidate of Economic Sciences
Date of award: 06 September 1981

Information about labor activity for the last 5 years preceding the date of election to the position held:
With 15.02.2008 years to present: JSC Management Company Murmansk Transport Hub, General Director.
Job responsibilities:
Provides general management of the company’s activities on the basis of the Charter, acts on behalf of the Company without a power of attorney and represents its interests in all government and other bodies and organizations, manages property and in cash of the Company, in order to achieve the goals provided for by the purpose of the Company, signs all financial documents, opens current and other accounts in banks, enters into transactions on behalf of the Company, resolves other issues of the current activities of the Company within its competence, and exercises other powers provided for by law and the Charter of the Company.

WITH 24.06.2016 By 04.07.2016 Year – Member of the Board of Directors of JSCB Texbank.
WITH 05.07.2016 By 27.06.2017 of the year - Chairman of the Board of Directors of JSC JSCB Texbank.
Job responsibilities:
Effective organization of the work of the Board of Directors of the Bank and its interaction with other bodies of the Bank; constant contacts with the Bank's divisions and officials in order to timely obtain the most complete and reliable information necessary for the Bank's Board of Directors to make decisions, ensuring effective interaction between these bodies and officials among themselves and third parties; successful resolution of tasks by the Board of Directors of the Bank, in accordance with the Charter, organization of the development of the most effective decisions on issues on the agenda. Convening meetings of the Board of Directors of the Bank and chairing them; formation of the agenda for meetings of the Bank’s Board of Directors; organizing minutes at meetings; resolving other issues in accordance with the current legislation of the Russian Federation and the Bank’s Charter.

C 28.06.2017 of the year 22.06.2018 Deputy Chairman of the Board of Directors of JSCB Texbank.
Job responsibilities:

C 22.06.2018 years to present Deputy Chairman of the Board of Directors of Texbank JSC.
Job responsibilities:
Performing the functions of a member of the Board of Directors in accordance with the legislation of the Russian Federation and the Charter of the Bank.

none.

ELKANOV
Rustam Hanafievich

Name of position held: Member of the Board of Directors of Texbank JSC
Date of election (re-election) to the Board of Directors: June 14, 2019

Information about professional education: Higher
Name of educational organization: Cherkessk Karachay-Cherkess Technological Institute.
Year of graduation: 1998
Qualification: "Manager"
Specialty: "Management"

Information about additional professional education - additional (to higher) education:
Name of educational organization: Moscow Financial Academy under the Government of the Russian Federation
Year of completion 2005
Qualification Master of Business Administration.

Information about additional professional education:
1. Chinese Academy of Executive Personnel Pudong, on the topic “Public Policy and Management”, October 23, 2015, Shanghai, China.
2.Federal state budgetary educational institution higher education“Russian Academy of National Economy and Public Administration under the President of the Russian Federation”, Project management in the field of government agencies, November 21, 2015, Moscow
3. Federal State Budgetary Educational Institution of Higher Education “Russian Academy of National Economy and Public Administration under the President of the Russian Federation”, “Training and retraining of the management personnel reserve”, November 21, 2015 Moscow
4. Federal State Budgetary Educational Institution of Higher Education “Russian Academy of National Economy and Public Administration under the President of the Russian Federation”, “Improving the personal effectiveness of a leader”, November 21, 2015, Moscow.

Information about academic degree, academic title:
Kislovodsk Institute of Economics and Law, April 5, 2003, awarded the academic degree of Candidate of Economic Sciences.

Information on labor activity for the last 5 years preceding the date of election to the position held:
With 04/18/2013 until September 14, 2015
Job responsibilities:

With 09/14/2015 to 04.10.2016 Minister of Finance of the Karachay-Cherkess Republic.
Job responsibilities:
Formation and execution of the budget of the Karachay-Cherkess Republic, control over the effective use of budget funds, mobilization of budget revenues of the republic, development and protection of regulatory documents of the republic in the field of finance, control in the field of public procurement, etc.
With 10/04/2016 until July 17, 2018 Minister of Finance of the Karachay-Cherkess Republic.
Job responsibilities:
Formation and execution of the budget of the Karachay-Cherkess Republic, control over the effective use of budget funds, mobilization of budget revenues of the republic, development and protection of regulatory documents of the republic in the field of finance, control in the field of public procurement, etc.
With 07/18/2018 until 03/01/2019 Financial Director of Yug-Trade Company LLC.
Job responsibilities:
Formation and control over the financial and economic activities of the organization.
With 03/27/2019 until 05/06/2019 Advisor to the President - Chairman of the Board of Texbank JSC.
Job responsibilities:
Carrying out activities to attract clients, establishing partnerships, mutually beneficial relationships with organizations, agreeing on the terms of cooperation agreements.
With 05/07/2019 until August 20, 2019 time President-Chairman of the Board of Texbank JSC.
Job responsibilities:
Carrying out general management of the Bank in strict accordance with the goals and objectives provided for by Federal laws and the Charter of the Bank to achieve profitable activities of the Bank; increasing efficiency, preventing damage to the Bank, depositors, and clients; ensuring the fulfillment of assigned tasks by the Meeting of Shareholders, the Management Board of the Bank, and the Board of Directors.
from 08/21/2019 to date, Chairman of the Board of Texbank JSC (the position of President-Chairman of the Board has been renamed to “Chairman of the Board”, in connection with the approval of Amendments No. 4 to the Charter of Texbank JSC AGM dated June 14, 2019 and their state registration).
Job responsibilities:
Carrying out general management of the Bank in strict accordance with the goals and objectives provided for by Federal laws and the Charter of the Bank; provision and organization active work employees for the development of the Bank and consideration of issues of attracting clientele and increasing attracted financial resources, improving the organization of banking operations; prevention of damage to the Bank, depositors, clients; organization of the work of the Bank's Management Board and interaction of all structural divisions of the Bank; ensuring the fulfillment of assigned tasks by the Meeting of Shareholders, the Board of Directors, and the Management Board of the Bank.

STALCHENKO
Alexey Yurievich
member of the Board of Directors

Name of position held: Member of the Board of Directors of Texbank JSC
Date of election (re-election) to the Board of Directors: June 14, 2019

Information about professional education: Higher
Name of educational organization: Russian Economic Academy named after. G.V. Plekhanov.
Year of graduation: 2000
Qualification: "Economist"
Specialty: “Finance and Credit”

Information about additional professional education: Academy of National Economy under the Government of the Russian Federation
Year of graduation: 2011
Qualification: "Management"
Specialty: “Innovation and project management”

Information about academic degree, academic title: Candidate of Economic Sciences, Russian Economic Academy named after. G.V. Plekhanov.
Date of award: December 19, 2003

Information on labor activity for the last 5 years preceding the date of election to the position held:
From 05/07/2019 Currently, he is the General Director of TOK Group LLC and, concurrently, the Director of the Representative Office of PJSC Stavropolenergosbyt in Moscow.
From 05/05/2010 to 04/30/2019 General Director of TOK Group LLC.
Job responsibilities:
Carries out general management of the company’s activities on the basis of the Charter, acts on behalf of the Company without a power of attorney and represents its interests in all state and other bodies and organizations, manages property and funds to achieve the goals provided for by the purpose of the Company, signs all financial documents, opens settlement accounts in banks and other accounts, concludes transactions on behalf of the Company, resolves other issues of the current activities of the Company within its competence, exercises other powers provided for by law and the Charter of the Company.

WITH 28.06.2017 year to present - member of the Board of Directors of Texbank JSC. By the decision of the General Meeting of Shareholders of the Bank (Minutes No. 02/18/EGM dated September 21, 2018), the Bank was renamed into Texbank Joint Stock Company (Texbank JSC).
Job responsibilities:

WITH 24.06.2016 year to 27.06.2017 Year – Deputy Chairman of the Board of Directors of JSCB Texbank.
Job responsibilities:
Resolving issues within the competence of the Board of Directors; in the absence of the Chairman of the Board of Directors of the Bank, performed the functions of the Chairman of the Board of Directors and organized the work of the Board of Directors of the Bank.

Information on current membership in management and control bodies of other legal entities:
Elected Chairman of the Board of Directors of NESK JSC for a new term on July 25, 2019, member of the Board of Directors of NESK JSC (date of re-election for a new term is June 27, 2019).
Member of the Board of Directors of NESK JSC since June 28, 2018.
Job responsibilities:

From 06/29/2017, member of the Board of Directors of NESK JSC, Chairman of the Board of Directors of NESK JSC - from 08/04/2017 to 06/26/2019.
Job responsibilities:
Organizing the work of the Board of Directors of the Company, convening meetings and chairing them, organizing the keeping of minutes at meetings of the Board of Directors, presiding at General Meetings of Shareholders of the Company.
Member of the Board of Directors of PJSC Stavropolenergosbyt since 06/18/2018 (date of election for a new term 06/21/2019)
Job responsibilities:
Resolving issues within the competence of the Board of Directors in accordance with the legislation of the Russian Federation and the Charter of the organization.

MURTAZALIEV
Said-Hasan Salmanovich
member of the Board of Directors

Name of position held: Member of the Board of Directors of Texbank JSC
Date of election (re-election) to the Board of Directors: June 14, 2019

Information about professional education: Higher
Name of educational organization: Checheno-Ingush State Pedagogical Institute
Year of graduation: 1989
Qualification: Physical education teacher
Specialty: 03.03. "Physical Culture"
Institute of Finance and Law (Makhachkala)
Year of graduation: 2009
Qualification: Lawyer
Specialty: "Jurisprudence"

Information about additional professional education: absent
Information about academic degree, academic title: absent

Information on labor activity for the last 5 years preceding the date of election to the position held:
WITH 09.01.2017 year to present - Advisor to the General Director (Director) at the Representative Office of PJSC Stavropolenergosbyt in Moscow.
Job responsibilities:

• financial and commercial reports on projects in which the company participates;
• organizing the attraction of financial resources;
• formation of a strategy for the development of society;
• financial planning and forecasting.

WITH 18.09.2014 year to 26.07.2016 Year - Deputy General Director-Head of the Electric Grid Complex in the Chechen Republic of JSC IDGC of the North Caucasus. (Since July 2, 2015, OJSC Interregional Distribution network company of the North Caucasus was renamed PJSC "Interregional Distribution Grid Company of the North Caucasus")
Job responsibilities:

• conducting negotiations with customers, contractors, subcontractors, and other organizations in the absence of the General Director or on his behalf.

WITH 17.02.2014 year to 18.09.2014 Year - Deputy General Director-Head of the Electric Grid Complex in the Chechen Republic of JSC IDGC of the North Caucasus.
WITH 25.10.2006 year to 17.02.2014 year - Deputy General Director of the Open Joint Stock Company "Southern Grid Company" (From 01.08.2007, OJSC "Southern Grid Company" was renamed OJSC "Interregional Distribution Grid Company of the North Caucasus")
Job responsibilities:

• control over the financial and economic activities of the company; timely conclusion of economic and financial agreements, fulfillment of contractual obligations;
• participation in the development of plans for the long-term development of the energy sector;
• in the absence of the General Director or on his behalf, conducting negotiations with customers, contractors, subcontractors, and other organizations.

WITH 22.06.2018 member of the Board of Directors of Texbank JSC. By the decision of the General Meeting of Shareholders of the Bank (Minutes No. 02/18/EGM dated September 21, 2018), the Bank was renamed into Texbank Joint Stock Company (Texbank JSC).
Job responsibilities:
Resolving issues within the competence of the Board of Directors in accordance with the legislation of the Russian Federation and the Charter of the Bank.
Information on current membership in management and control bodies of other legal entities:
Member of the Board of Directors of NESK JSC since June 27, 2019.

Job responsibilities:

• Resolving issues within the competence of the Board of Directors in accordance with the legislation of the Russian Federation and the Charter of the organization.

Used in Russian legislation, it is intended to concretize the essence of middle management, the fundamental function of which is to exercise 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 the most common in practice and in economic literature.

Board of Directors is a collegial management body elected for a certain period by a 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. A board of directors must be created in all joint stock companies, with the exception of those in which the number of shareholders - holders of voting shares - is less than 50.

If the board of directors is not elected, its functions are performed by the general meeting of shareholders. In the latter case, the company's charter must determine the person or body whose competence will include deciding on holding a general meeting of shareholders and approving its agenda.

The purpose and main directions of activity 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, i.e., increase share capital.

The main functions of the board of directors are:

• determination of the development strategy of the joint-stock company;
• organization of effective activities of the company's executive bodies;
• 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 be an effective management body, its activities must be aimed at protecting the rights of shareholders based on balancing the responsibilities and powers of the board of directors, so that it does not replace the management and ensures control by shareholders.

The board of directors has the right to resolve only those issues that are within its competence by law and the company’s charter. These issues must be clearly stated in the company's charter in order to eliminate ambiguity regarding the delimitation of the competence of the board of directors, 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 areas of the company’s activities;
• convening an annual and extraordinary general meeting of shareholders;
• approval of the agenda of the general meeting of shareholders;
• determining the date for compiling the list of persons entitled to participate in the general meeting of shareholders;
• increasing the authorized capital of the company by placing additional shares by the company within the limits of the number and categories of authorized shares (if this issue is within the competence of the company’s charter);
• placement by the company of bonds and other issue-grade securities;
• determining the price (monetary valuation) of property, the price of placement and redemption of equity 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 within its competence by the company’s charter);
• recommendations on the amount of remuneration and compensation paid to members of the audit commission (auditor) and determination of the amount of payment for auditor services;
• recommendations on the amount of dividend on shares and the procedure for its payment;
• use of the reserve fund and other monetary funds of the joint-stock company;
• approval of internal documents of the joint-stock company, with the exception of those documents that the company’s charter refers to the competence of the general meeting or executive bodies of the company;
• creation of branches and opening representative offices of a joint-stock company;
• approval of major transactions and transactions in which the company's management is interested;
• approval of the registrar of the joint-stock company and the terms of the agreement with him.

Based on the powers that are defined by law and the charter of the joint-stock company, the board of directors solves the following main tasks:

• organization of execution of decisions of the general meeting of shareholders;
• determining the directions of activity of the joint-stock company;
• drawing up plans and budgets of a joint-stock company;
• assessment of the performance of the company and its executive management bodies;
• determining approaches to making investments and participating 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 for motivating and stimulating personnel working in a joint-stock company;
• creating and ensuring a corporate culture, including ensuring the joint-stock company’s compliance with 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 the company's 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 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 set its own requirements to candidates for members of the board of directors. The list of requirements that shareholders make for members of the board of directors must be quite specific and aimed at ensuring that the board of directors is formed from among persons with high business and human reputation. Determining the list of requirements for candidates for members of the board of directors must 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 this company.

The quantitative composition of the board of directors is determined by the general meeting or the company's charter, 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 a board of directors, it is necessary to be guided by the principles of reasonable sufficiency. It is preferable to determine the quantitative composition of the board of directors in the charter, so as not to have annual debates 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 belonging to each shareholder is multiplied by the number of persons who must be elected to the board of directors of the company;
• shareholders have the right to cast votes on their shares for one candidate or distribute them among several candidates;
• voting is carried out not for each individual vacant seat on the board of directors, but for the entire composition of the board of directors at once;
• those candidates in a number equal to the composition of the board of directors who received the largest number of votes in the general list of candidates are considered elected to the board of directors.

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, owners of large blocks of shares, and even more so a controlling stake, are always able to ensure their leadership in the board of directors. Cumulative voting, because it relies on the ability to add up votes for all board seats and use them to vote on only one candidate, allows small shareholders to appoint to the board those individuals who are committed to defending their interests.

The latter becomes possible due to the fact that a member of the board of directors has the right of access to any information about the activities of the joint-stock company.

In general, the main advantages of cumulative voting are:

• provides an opportunity for small shareholders to nominate their candidates to the board of directors;
• a decision of the general meeting on early termination of the powers of the board of directors can only be made in relation to all members of the board of directors. This ensures stability in the joint-stock company and reduces the likelihood of conflicts within the board of directors;
• with cumulative voting, the board of directors will almost certainly be formed, since to be elected the applicant only needs to get ahead of other applicants, regardless of the absolute amount of votes he receives.

Chairman of the Board of Directors is the head of the board of directors. He is elected by its members by a majority vote. The board of directors of a joint stock company has the right at any time to re-elect its chairman by a majority vote of the total number of members of the board of directors, unless otherwise provided by the company's charter.

The main responsibilities of the chairman of the board of directors are:

• organization of the work of the board of directors;
• convening and chairing meetings of the board of directors;
• 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 within the time limits provided for by the regulatory documents of the 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;
• company 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 to hold an extraordinary general meeting of shareholders for by-elections or its re-election.

When resolving issues at meetings of the board of directors, each member has one vote. 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 permitted. The company's charter may provide for the right of a casting vote of the chairman of the board of directors in the event of a tie of votes among members of the board of directors when resolving a particular 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 voting results, 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 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 work procedure of the board of directors is practically not determined by law and shareholders are given the right to independently regulate it. Considering that the board of directors is the most important management body, on whose decisions many aspects of the joint-stock company’s activities depend and affect the interests of all shareholders without exception, this procedure is usually formalized in the company’s internal documents or defined in its charter.

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