What is and is not the responsibility of a Hong Kong company secretary. Semenov A.S. Does a joint stock company need a corporate secretary? The responsibilities of the corporate secretary of the company include

The corporate secretary is an official of a joint stock company who ensures that the company complies with the requirements current legislation, charter and internal documents of the company, guaranteeing the implementation of the rights and legitimate interests of shareholders. Its activities are aimed not only at protecting rights, but also at ensuring the property interests of shareholders, expressed in the shareholder’s interest in both increasing the company’s capitalization and increasing management efficiency.

The corporate secretary must have knowledge, experience and qualifications sufficient to perform the duties assigned to him, an impeccable reputation and enjoy the trust of shareholders.

The corporate secretary must have sufficient independence from the executive bodies of the company and have the necessary powers and resources to perform the tasks assigned to him.

Functions of a corporate secretary:

• ensures the preparation and holding of the general meeting of shareholders in accordance with the requirements of the law, the charter and other internal documents of the company on the basis of the decision to hold a general meeting of shareholders;
• accepts necessary measures to ensure the preparation and holding of the general meeting of shareholders in accordance with the requirements of the law, the charter and other internal documents of the company on the basis of the decision to hold the general meeting of shareholders;
• The legislation provides that a general meeting of shareholders can be convened by decision not only of the board of directors, but also of other bodies of the company, as well as other persons. The decision to hold a general meeting of shareholders is mandatory for the secretary of the company, regardless of who made it, if it is made in accordance with the requirements of the law and the charter of the company;
• ensures the preparation of a list of persons entitled to participate in the general meeting of shareholders. If the list is compiled independent registrar, the secretary must be authorized to direct the registrar to compile such a list by written order general director or an internal document of the company;
• ensures proper notification of persons entitled to participate in the general meeting of shareholders about the holding of the general meeting, prepares and sends (hands over) voting ballots to them, and also notifies all members of the board of directors and the general director about the holding of the general meeting of shareholders management organization, manager), board members, members audit commission(auditor) and auditor of the company;
• forms materials that must be presented to the general meeting of shareholders, provides access to them, certifies and provides copies of relevant documents upon request of persons entitled to participate in the general meeting of shareholders;
• collects completed voting ballots received by the company and timely transfers them to the company registrar performing the functions of the counting commission, if, in accordance with the requirements of the law, the functions of the counting commission are assigned to a specialized registrar;

• ensures compliance with the registration procedures for participants in the general meeting of shareholders, organizes the maintenance of minutes of the general meeting and the drawing up of a protocol on the results of voting at the general meeting, as well as the timely delivery to the attention of persons included in the list of persons entitled to participate in the general meeting of the report on the results of voting at the general meeting shareholders meeting;
• answers questions from participants in the general meeting related to the procedure applied at such meetings and takes measures to resolve conflicts related to the procedure for preparing and holding the general meeting of shareholders;
• the company ensures the preparation and holding of meetings of the board of directors in accordance with the requirements of legislation, the charter and other internal documents of the company;
• notifies all members of a meeting of the board of directors, and, if necessary, ensures that voting ballots are sent (handed over) to them, collects completed ballots, written opinions of members of the board of directors who were absent at the meeting, and transfers them to the chairman of the board of directors;
• during a meeting of the board of directors held in full-time, the corporate secretary of the company ensures proper compliance with the procedure for holding a meeting of the board of directors;
• provides assistance to members of the board of directors in obtaining the information they need, for which, in accordance with the information policy adopted by the company, the secretary familiarizes them with transcripts and minutes of board meetings, orders of the general director, other documents of the executive bodies of the company, minutes of meetings and conclusions of the audit commission and auditor of the company, as well as, by decision of the chairman of the board of directors, with primary documents accounting;
• explains to newly elected members of the board of directors the rules of operation of the board of directors and other bodies of the company in force in the company, organizational structure the company, informs about the company's officials, introduces the company's internal documents, current decisions of the general meeting of shareholders and the board of directors, provides other information relevant for the proper performance of their duties by members of the board of directors;
• provides members of the board of directors with explanations of the requirements of legislation, the charter and other internal documents of the company relating to procedural issues in the preparation and conduct of the general meeting of shareholders, meetings of the board of directors, disclosure (provision) of information about the company;
• the company ensures compliance with the requirements for the procedure for storing and disclosing (providing) information about the company established by law, as well as the charter and other internal documents of the company;
• controls the timely disclosure by the company of information contained in the company’s prospectuses and in its quarterly reports, as well as information on material facts affecting the financial and economic activities of the company;
• legislation obliges the company to store certain documents and provide them at the request of shareholders. The corporate secretary of the company ensures the storage of such documents, access to them, and provision of copies thereof. Copies of documents must be certified by the secretary of the company;
• ensures proper consideration by the company of shareholder requests and resolution of conflicts related to violation of shareholder rights;
• must have sufficient authority to perform the functions assigned to him. An effective solution to the problems facing the company secretary is possible only if he is given the appropriate powers. It is recommended that the charter or other internal documents of the company provide for the obligation of the bodies and officials of the company to assist the corporate secretary of the company in the performance of his functions;
• informs the chairman of the board of directors about all facts that impede compliance with the procedures, the provision of which is the responsibility of the corporate secretary of the company.

Why does a company need a corporate secretary: Video

Is it necessary joint stock company corporate secretary?

Semenov A.S.

The article analyzes the objective prerequisites for the development of the institution of corporate secretary in Russian joint-stock companies. The leading role of the corporate secretary in the corporate governance system is substantiated

The article analyzes the objective preconditions for the development of the Institute of Corporate Secretary in Russian companies. Substantiates the leading role of corporate secretary in the corporate governance system

Key words: corporate governance, board of directors, corporate secretary, shareholder activism, code

Keywords: corporate governance, board of directors, corporate secretary, shareholders activity, the code

Let's start with definitions

The term “corporate secretary,” like many other things in corporate law and corporate governance, came to us from the West. Not all Russian specialists in the field corporate governance I like him. The word “secretary” is confusing, creating the feeling of a rather low level of this position in the company’s hierarchical ladder. Some corporate secretaries note that after their contact information appeared on the company’s website, they began to receive calls asking them to accept a telephone message or tell them how to contact one or another company specialist. However, let's remember that in both Russian and world history, the term “secretary” was also applied to senior officials: the General Secretary of the CPSU Central Committee, the UN Secretary General, the Secretary General of the Council of Europe, and finally the US Secretary of State. Not such a bad company for a corporate secretary.

But these are all jokes, but seriously, there is no point in abandoning the world-established term, which defines the title of the position of the person responsible in joint-stock companies for the implementation of corporate governance procedures and interaction with shareholders, unless there is a significant need.

And no matter what this position is called in your joint stock company - corporate secretary, as in most market companies, vice president for corporate development, Director of Corporate Development, Chief of Staff of the Board of Directors, etc. - in essence, these officers are corporate secretaries of the companies.

Development of the institution of corporate secretary in Russia

Concerning modern Russia, then the institute of corporate secretaries in domestic companies began to take shape at the turn of the 20th and 21st centuries and was associated mainly with the first placements valuable papers Russian companies on foreign stock markets. In preparation for such placements, companies incorporated into their practices Foreign experience corporate governance, including those related to the formation of the institution of a corporate secretary.

A significant impetus to the development of the institution of a corporate secretary in Russia was given by the Code of Corporate Conduct (hereinafter referred to as the Code), recommended for practical use by Order of the Federal Commission for the Securities Market of the Russian Federation dated April 4, 2002 No. 421/r, issued on the basis of the minutes of the Government meeting Russian Federation dated November 28, 2001 No. 49.

The Code considered the introduction of the position of corporate secretary as a means of increasing confidence in the joint-stock company on the part of its shareholders and potential investors. “Trust in a company is based on its existing mechanisms for exercising rights and ensuring the interests of shareholders. The more transparent and effective such mechanisms are, the more understandable and predictable the actions of the company’s bodies and officials are for shareholders, the more opportunities shareholders have to influence their actions.<…>Therefore, it is recommended that the company appoint (elect) a special official, whose sole task will be to ensure that the bodies and officials of the company comply with procedural requirements that guarantee the implementation of the rights and interests of the company’s shareholders - the company secretary. The procedure for appointing (electing) the secretary of the company and the duties of such a secretary must be set out in the charter of the company."

Such formulations led to the fact that the recommendation to create the position of a corporate secretary was considered primarily in terms of increasing the investment attractiveness of companies. That is, the prevailing opinion was that only public companies needed to introduce such a position. Over time, this approach has undergone dramatic changes, with corporate secretaries beginning to appear in small non-public companies and even in companies consisting of one shareholder.

The functions of the corporate secretary include ensuring the preparation and holding of the general meeting of shareholders, meetings of the board of directors, assistance to members of the board of directors in the exercise of their functions, compliance with requirements for disclosure of information, provision of documents and information to shareholders, storage of documents of the joint-stock company, organization of consideration of shareholders’ requests and resolution of conflicts related to violation of shareholders' rights. However, the Code does not disclose the content of the relevant functions in too much detail. We can say that the Russian Corporate Governance Code only sketches the institution of a corporate secretary.

True, it should be noted that secretaries of boards of directors responsible for technical issues of convening meetings of the board of directors, drawing up its minutes, as well as preparing general meetings of shareholders in Russian companies have always existed. In the overwhelming majority of cases, they combined these functions with work in their main position: corporate lawyer, head of a general department, sometimes secretary to the general director, etc. The combination of functions was carried out, so to speak, on a voluntary basis. It was believed that the tasks of the secretary of the board of directors were not too important and not too time-consuming. It was these secretaries of the boards of directors in a number of companies that came to be called corporate secretaries.

But gradually the situation changed, and today a corporate secretary is a highly professional, properly trained specialist, and often one of the company’s managers, endowed with fairly large competence, rights and powers. The number of companies that have added the position of corporate secretary to their staffing lists has increased significantly. Many companies have approved regulations on corporate secretaries. There is increasing interest periodicals, special literature, training events aimed at corporate secretaries. And we can reasonably assume that this trend will continue. Soon it will simply be indecent for a modern joint-stock company not to have a corporate secretary on its staff.

And all this is caused by a number of objective reasons, which we will outline.

Objective prerequisites for the further development of the institution of corporate secretary in Russian companies

Firstly, Russian economy I began to get used to the fact that it is a market company; it is possible to attract relatively cheap funds necessary for the development of the company from the capital market. At the same time, it became clear to large owners that attracting such capital and increasing the number of company owners does not at all entail a loss of control. It is only necessary to comply with the “rules of the game” accepted in the world, including in terms of transparency - the rights of shareholders, compliance with the implementation of corporate procedures. And portfolio investors are not at all encroaching on the control of the majority shareholder. Moreover, if there are stock exchange quotations of securities, owners of large blocks of shares have the opportunity to extract maximum benefit from the sale of part of their package. The market status of a company contributes to its image and helps strengthen its competitive position. The risks of raider takeovers are sharply reduced: such actions in relation to public companies affect too many interests, and therefore cause active opposition at all levels, including the government.

The result of this understanding was a sharp increase in the number of IPOs. Past crisis of 2008–2009 suspended this process. However, in the spring of 2010, a huge number of Russian companies announced their intentions to place securities on organized stock markets among an unlimited number of investors, including in the form of an IPO.

However, the success of entering the organized stock market is largely determined by the quality of corporate governance. Investors are skittish. They demand transparency, independent directors on the board, and an authoritative corporate secretary on the company's staff.

The next reason is the increased activity and role of boards of directors in the management system of a joint stock company.

About 10-15 years ago, in most Russian joint-stock companies, boards of directors were purely formal bodies: they met rarely, approved draft decisions prepared by the administration, and did not play a noticeable role in the life of society. Now the situation has changed dramatically. Both owners and managers have recognized the positive role that boards can play in business development. The realization came that an active board of directors, not selected according to the principle personal connections with the general director, and based on the qualifications and experience of its members, including independent directors, this is:

a powerful lever for increasing the validity of accepted management decisions, introduction into the practice of company management of mechanisms for developing a long-term strategy, budget planning, risk analysis, principles of a systematic approach when considering projects;

a means of increasing activity in the work of management, a constant stimulant that protects against hibernation, forcing one to be in constant search for new directions for business development and new solutions;

a tool for monitoring the work of management and the development of the company as a whole;

an independent management resource consisting of the experience and connections of each member of the board of directors, capable of ensuring growth in the company’s capitalization;

and, of course, a means of increasing the investment attractiveness of a joint-stock company.

Hence the observed intensification of the work of boards of directors, which is expressed not only in the frequency of meetings, but also

• in strict requirements for compliance with the procedure for their preparation, for documents and information provided to members of the board of directors on agenda items;
• in the creation and no less active work of committees of boards of directors;
• in maintaining the functioning of decision control mechanisms; etc.

Accordingly, the transformation of the function of ensuring the work of this body from an insignificant and not too labor-intensive one into an independent labor function.

Along with the work of boards of directors in joint stock companies, attention to the problems of improving corporate governance in general has increased. There has come an understanding that the recommendations contained in the Code of Corporate Conduct are needed not only for large companies and exclusively for entering the stock market. A clear definition and delimitation of the competence of management bodies, regulation of the procedure for making the most important management decisions, the introduction into company practice of such tools as an internal control system and a risk management system, long-term motivation programs for management, and finally - increasing the transparency of information about the company - can bring real economic effect. The effect is expressed in strengthening competitive positions, increasing the confidence of counterparties, reducing the cost of borrowing, reducing the risks of making suboptimal, ill-conceived decisions, etc.

The corporate governance system is not identical to the concept of “management”. However, the corporate governance system within the framework of internal regulations that define the competence of management bodies and control mechanisms, the procedure for preparing and making the most important management decisions, the procedure for implementing corporate procedures, the system of incentives for achieving set goals, etc., in fact, is the skeleton for the functioning of a regular management. Figuratively speaking, if management, an effort aimed at giving the company forward movement in one direction or another, can be compared to muscles, then corporate governance is the skeleton to which these muscles are attached.

But the formation of an optimal corporate governance system is by no means a trivial task, requiring awareness of the specifics of each company and the expectations of its stakeholders - in many ways, objectively, it lies with the corporate secretary.

Indeed, management is not always interested in implementing recommendations “ best practice corporate governance". Activation of the board of directors, the need to comply with the established procedure for preparing and making management decisions, and disclosing information about the company’s work reduce the degree of freedom and independence of managers, strengthen control over their activities, and often require additional costs. Who is capable of preparing balanced and informed decisions for the board of directors in the field of developing corporate governance practices? Of course, a specially trained person who knows the company and its problems well, is aware of the experience accumulated by other joint-stock companies, the recommendations of foreign practice, the results of various types of research in this area, and at the same time is independent of management.

The only specialist who meets these criteria is the corporate secretary.

Another objective prerequisite for the development of the institution of a corporate secretary in Russian joint-stock companies is the growth of shareholder activity. If initially the majority of shareholders became such as a result of mass privatization and had very little understanding of what shareholder rights are, today the situation looks somewhat different. In almost every company you can find minority shareholders who are not only familiar with the basics of corporate law, but also use it in practice, protecting their rights: making proposals on the agenda of meetings, monitoring compliance with the procedure for approving transactions, sending requests for information, etc. .d. An obvious or imaginary violation of the rights of shareholders today can most likely lead to the emergence of a corporate conflict, an appeal by shareholders to a regulatory body, or even to arbitration court. All this forces joint stock companies to take a more careful and thorough approach to the implementation of corporate governance procedures established by law. And this again requires the presence of a qualified specialist in the society.

By the way, in last years The cost of violating corporate legislation has increased enormously for the joint-stock company and its managers. Changes made to the Administrative Code of the Russian Federation in 2009 significantly expanded both the list of administratively punishable violations of the requirements of corporate legislation and the list of persons who may be subject to administrative penalties for violations. Today, administrative liability covers almost the entire field of corporate relations and related corporate procedures; fines reach a million rubles. In addition to the joint stock company itself, fines can be imposed on its head, members of the board of directors and management, even on members of the counting commission. And not just fines. Almost any offense may result in enforcement individuals sanctions such as disqualification. The offenses themselves are often the result of inattention, the absence in the joint-stock company of persons responsible for compliance with corporate legislation or dealing with this issue concurrently with any other work in the company.

Agree, the price of the issue here is comparable to the cost of maintaining a corporate secretary.

If we add to this that, along with administrative liability, in recent years there has been an increase in criminal liability for offenses in the field of corporate relations, then it becomes clear that the cost of a mistake for company officials can increase many times over.

Finally, the likelihood of making such mistakes is growing due to the development and complexity of Russian corporate legislation.

Here are a few innovations that have appeared in the legal field of corporate legal relations in recent years:

regulation of the procedure for carrying out transactions for the acquisition of large blocks of shares in open joint-stock companies has been introduced: the need to send to all shareholders a mandatory offer to buy out the remaining securities of the company from them; procedure for ousting minority shareholders in cases established by law. Failure to comply with the relevant requirements entails a violation of the rights of shareholders;

the procedure for repurchasing shares by a joint stock company at the request of shareholders in cases established by law has been changed and complicated;

requirements for disclosure of information, as well as provision of documents and information at the request of shareholders, are systematically increasing;

a procedure has been introduced to resolve a deadlock situation when the board of directors cannot make a decision on the appointment or early termination of the powers of the general director, provided that in order to make such a decision, the charter of the joint-stock company provides for increased requirements for a quorum or the number of votes of board members cast for this decision;

strict control over the ratio of net assets and size was introduced authorized capital of the company, which allows you to monitor the company’s compliance with legal requirements in the event of a negative difference between these indicators;

changes were made to the antimonopoly legislation, which, among other things, led to the complication of determining the boundaries of a group of persons and the preparation of a list of affiliated persons: the risks of violating the requirements of the law on the approval of transactions have increased, and penalties for violating antimonopoly legislation have also increased significantly;

new requirements related to maintaining a register of shareholders have arisen;

a number of changes have been made to the procedure for preparing and holding the general meeting of shareholders; etc. The list goes on.

Russian corporate legislation is in the stage of active development and improvement. This development and improvement goes in the direction of increasing complexity corporate rules and procedures. That is, again, it requires careful monitoring of changes and a quick response to them. Requires the presence of an appropriate specialist.

If we add to this the fact that a number of existing legal norms contradict each other, others are interpreted in a unique way by the regulator, and some issues of corporate relations are not regulated at the legislative level at all, as a result of which the corporate secretary needs to monitor arbitration practice and the practice of applying norms about administrative responsibility, it becomes completely obvious that in any company there is a wide field of activity for the corporate secretary. And this field tends to constantly expand.

Legal regulation of the activities of the corporate secretary

With the growth of the “field of activity” for the corporate secretary, the legal regulation of this institution is developing. True, it happens with a large lag. If our colleagues, say in Ukraine or Kazakhstan, have legalized the institution of a corporate secretary at the legislative level, then in Russia the situation is different.

It was already noted above that the first mention of the corporate secretary can be found in the Code of Corporate Conduct of the Russian Federation. The corresponding chapter determined for corporate secretary rather limited and not very detailed powers. But following international practice, it recommended establishing that the corporate secretary is appointed and subordinate in his work to the board of directors (and how to combine this recommendation with the norms of Russian labor legislation was not entirely clear). The Code also contained some very general and vague requirements for the level of knowledge and personal qualities of the corporate secretary. So, for example: “The personal qualities of the company secretary should not give rise to doubts that he will act in the interests of the company, therefore it is recommended to appoint a person with an impeccable reputation to the position of company secretary.”

Finally, it is very important: “An effective solution to the tasks facing the corporate secretary is possible only if he is given the appropriate powers.”

The next step was the approval of the job description of the corporate secretary. The Ministry of Health and Social Development, by its order dated September 17, 2007 No. 605, approved the qualification characteristics of the position “Corporate Secretary of a Joint Stock Company.”

The position of a corporate secretary is classified under the subsection “positions of managers,” and this in itself speaks of the status of the institution of a corporate secretary in the company.

Given in qualification characteristics the list of job responsibilities of a corporate secretary is significantly broader than the functions of a corporate secretary enshrined in the current edition of the Code of Corporate Conduct of the Russian Federation. In particular, it reflects the following tasks of the corporate secretary: “Heads the work on preparing decisions of the board of directors and other management bodies of the company on the development of corporate governance practices, controls their implementation. Advises officers and shareholders of the company (hereinafter referred to as shareholders), as well as members of the board of directors on issues of corporate law and governance.<…>Ensures compliance with established rules and procedures, including compliance with the procedure for maintaining the register of owners of registered securities, the procedure for approval major transactions and interested party transactions, procedures for issuing shares of the company, exercising the rights of shareholders to place them, and other procedures aimed at protecting the rights and property interests of shareholders. Takes measures to prevent losses to the company and/or its shareholders.” Pay attention to the wording: it also speaks of the supposed high status of the corporate secretary.

The competence of the corporate secretary includes the production and authentication of copies of documents of the general meeting of shareholders and the board of directors, consideration of appeals and requests received from shareholders on issues of corporate governance and the exercise of shareholder rights, and much more.

The qualification characteristics contain fairly stringent requirements for candidates for the position of corporate secretary: higher professional (legal or economic) education and special training in corporate governance, work experience in the specialty in positions filled by specialists with higher professional education, at least 5 years, in including in leadership positions. It also contains a lengthy section describing the scope of knowledge required by a corporate secretary.

The position of corporate secretary is included in the Qualification Directory of positions for managers, specialists and other employees, recommended for use in enterprises, institutions and organizations of various sectors of the economy, regardless of ownership and organizational and legal forms, in order to ensure the correct selection, placement and use of personnel. Thus, this document for the first time gave official status to the position of corporate secretary.

At the time of preparation of this article Expert advice for corporate governance of the Federal Financial Markets Service of Russia reviewed the project new edition chapter "Corporate Secretary" for Russian Code corporate behavior. This project was developed taking into account the current practice of forming the institution of a corporate secretary in Russian companies.

The draft outlines the tasks and functions of the corporate secretary in as much detail as possible.

This document speaks of the need to vest the corporate secretary with fairly broad powers, including: “the right to get acquainted with the company’s documents, the right to submit issues within its competence to the management bodies of the company, the right to demand from officials and employees of the company strict compliance with the norms and requirements of the current legislation, charter and internal documents of the company... The corporate secretary has the right to submit for consideration to the board of directors (remuneration and nomination committee of the board of directors) the issue of liability of the company's officials, whose actions or inactions violate the legal rights of shareholders.”

However, broad rights and powers are inseparable from responsibility: “the corporate secretary must bear responsibility for the performance of his duties in the amount of damage caused to the company by his actions, along with other officials of the company. It is recommended to secure financial liability corporate secretary in the agreement concluded with him.”

Here the problem of the contradiction between the requirement for the appointment of a corporate secretary by the board of directors and labor legislation is resolved: “the charter of a joint stock company must provide that the corporate secretary is appointed and dismissed from his position by the sole executive body only on the basis of a decision of the board of directors.” It is deciphered what should be understood by the subordination of the corporate secretary to the board of directors: “The board of directors reviews and approves the work plan of the corporate secretary (the program for the development of corporate governance in the company), a report on its work, the budget of the corporate secretary (the office of the corporate secretary), decides on the size and conditions remuneration of the corporate secretary and his staff." Contains a requirement to disclose information about the corporate secretary in the company's annual report.

What to expect in the future?

The Ministry of Economic Development is considering proposals to introduce the position of corporate secretary as mandatory for public companies. This may lead to the need for corporate secretaries to obtain a qualification certificate.

The Federal Agency for State Property Management has issued a letter containing a strong recommendation for all joint stock companies with state participation to introduce the position of corporate secretary.

There are trends towards self-organization and consolidation of the institution of Russian corporate secretaries. This is expressed in the creation of clubs of corporate secretaries under the auspices of the Russian Institute of Directors and the Association of Independent Directors, in the holding of annual forums of corporate secretaries, organized by the magazine “Joint Stock Company: Issues of Corporate Governance”. And it is obvious that things are moving towards creating an association of corporate secretaries.

Bibliography:

Code of Corporate Conduct [Electronic resource]. URL: www.site.

Qualification Handbook positions of managers, specialists and other employees / (approved by Resolution of the Ministry of Labor of the Russian Federation dated August 21, 1998 No. 37) (as amended on July 28, 2003).

Joint stock company: issues of corporate governance. [ Electronic resource]. URL: www. ao-journal.ru.

Literature:

Corporate governance code. URL: www.site.

Qualifications handbook for managers, professionals and other employees / (approved by the Ministry of Labor 08/21/1998 N 37) (as of 7/28/2003)

Joint stock company : Issues of corporate governance. . URL: www.ao-journal.ru.

This is a very interesting figure in the corporation. Its importance has increased relatively recently, even in Western countries where corporate business is quite developed. Previously, secretaries were viewed as persons who did not have any serious powers and performed mainly technical work. This idea of ​​the secretary has undergone significant changes, and currently there is a different opinion about his powers and responsibilities. The reason for this is increased level of consciousness of the corporation participants themselves. They now not only strive to receive dividends on their invested capital, but also want to do this with skill and be confident that their participation in the corporation will be profitable for them.

A corporate secretary is an officer of a corporation with many responsibilities and powers. He's not just a clerk. He's kind of Advisor to the company's directors on corporate governance issues. It follows that he must have sufficient qualifications to exercise his powers. It is desirable that he understands all the intricacies of business and knows the basic legal provisions, especially in the field of corporate law. By education he may be lawyer, or economist, or financier. The corporate secretary must also be good psychologist and have excellent communication skills. In addition to this, he needs experience. He must have strong character and will, act independently, be incorruptible, but the main thing is to show professional approach to the point.

The main task of a corporate secretary is provide “feedback” between shareholders and governing bodies, in particular when preparing and holding a general meeting, providing information about the company. Shareholders must have the opportunity to receive answers to their requests and be confident that their rights are being respected. To achieve this, the company creates procedures to ensure respect for the rights of shareholders and prevent their violations. The Corporate Secretary is the custodian and guardian of these procedures. He exercises control over the executive bodies of the corporation and its officials for their compliance with procedural requirements that guarantee the implementation of the rights and interests of shareholders.

If the society decides to elect or appoint such a special official, then his rights and responsibilities must be clearly formulated and set out in the job description. In this case, the charter of the corporation only establishes such a position and determines who appoints (or elects) it.

The responsibilities of a corporate secretary can be divided into two groups.

Main responsibilities:

• - providing legal and administrative support to the board of directors of the company;
• - providing members of the board of directors with the necessary information that gives them a valid and complete picture of the state of affairs of the company both within it and externally;
• - participation in the formation of the agenda, preparation and support of the meeting of the board of directors;
• - preparing draft documents for consideration by the board of directors on their merits and then sending them to their destination;
• - communication with shareholders, the main objective which is to maintain their confidence that society works in their interests;
• - maintaining lists of shareholders (or collecting data) necessary for communication with shareholders, structural divisions, and officials of the company;
• - providing timely information to shareholders about the work of the board of directors and other information of interest to them and related to the conduct of business in the company;
• - participation in the formation of the agenda, ensuring the preparation and holding of the general meeting of shareholders of the company;
• - timely distribution of notices about convening a general meeting of the company, as well as copies of documents to shareholders;
• - ensuring proper consideration by the company of shareholders' requests.

Additional responsibilities:

• - monitoring the implementation of decisions of the board of directors and management of the company;
• - ensuring disclosure of information about the company and storage of documents;
• - maintaining minutes of meetings of the general meeting of the company and the board of directors, as well as familiarizing all interested parties with them;
• - ensuring answers to calls received by telephones, faxes installed in the premises of the board of directors;
• - providing consultations to the company’s employees regarding corporate rules and procedures, document flow established in the company;
• - secure storage and proper use of the company’s seal;
• - certification of documents emanating from the general meeting and the board of directors of the company;
• - receiving correspondence addressed to the board of directors and transmitting it to the appropriate persons;
• - compliance with internal rules labor regulations and production discipline;
• - non-disclosure of confidential information;
• - drafting letters, certificates and other working documents;
• - work on the Internet: searching, receiving and sending documents;
• - updating forms, replenishing the telephone database;
• - meeting visitors.

The performance of the above-mentioned duties by the corporate secretary will help to effectively protect the rights of shareholders, as well as avoid various conflicts, most of which, as practice shows, arise due to violations of various corporate procedures.

Compiled in _____ copies. I approve ________________________________ (initials, surname) _________________________________ ________________________________ _________________________________ ________________________________ _________________________________ ________________________________ (name of the employer, (manager or other person, his organizational and legal authority authorized to approve the form, address, telephone number, job description address) email, OGRN, INN/KPP) "__ "___________ ____ city N _____ "__"___________ ____ city

JOB DESCRIPTION for corporate secretary of a joint stock company

1. GENERAL PROVISIONS

1.1. This job description defines functional responsibilities, rights and responsibilities of the corporate secretary of the joint-stock company "__________" (hereinafter referred to as the "Corporate Secretary" and the "Organization" respectively).

1.2. The corporate secretary is appointed to the position and dismissed from the position as established by the current labor legislation order by order of the Head of the Organization.

1.3. The Corporate Secretary reports directly to the _______________ Organization.

1.4. A person with _______________ is appointed to the position of Corporate Secretary professional education and work experience in the specialty of _______________ years (without presenting requirements for work experience).

1.5. The corporate secretary must know:

Civil Code of the Russian Federation, Code of the Russian Federation on Administrative Offences, the federal law“On Joint Stock Companies”, Federal Law “On the Securities Market”, other regulatory legal acts defining the rights of shareholders and regulating the activities of corporate governance bodies, the procedure for issuing and circulating securities;

Charter and other documents regulating corporate relations in the company;

Functions of the board of directors and its bodies;

The procedure for preparing and rules for holding general meetings of shareholders and meetings of the board of directors, as well as the implementation of corporate governance procedures;

Rules for disclosing information about the company, the work procedure of professional participants in the securities market (registrars of the company, exchanges, etc.);

Fundamentals of labor, antimonopoly and tax legislation, legislation on privatization; arbitration practice;

Code of Corporate Conduct;

Fundamentals of international corporate legislation;

Regulatory documents reflecting advanced domestic and foreign corporate governance practices;

Procedure for resolving corporate conflicts;

Methods and means of obtaining, processing and transmitting information;

Methodological and regulations on technical information security issues;

Information technologies, procedures and rules for using information systems;

Organization and procedure for conducting negotiations;

Ethical norms and rules, moral and ethical standards of corporate behavior.

1.6. During the temporary absence of the Corporate Secretary, his duties are assigned to _______________.

2. FUNCTIONAL RESPONSIBILITIES

2.1. The Corporate Secretary carries out:

Ensuring compliance by divisions and officials of the Organization with the requirements of current legislation, the Charter of the Organization, as well as other documents guaranteeing the implementation of the rights and legitimate interests of shareholders.

Heading the work on preparing decisions of the board of directors and other management bodies of the Organization for the development of corporate governance practices, monitoring their implementation.

Consulting officials and shareholders of the Organization (hereinafter referred to as the “Shareholders”), as well as members of the board of directors on issues of corporate law and governance.

Management of the preparation and organization of general meetings of Shareholders, consideration of proposals of Shareholders on issues included in the agenda of the general meeting, including candidates for election to the elected bodies of the Organization.

Ensuring the preparation of the annual report of the Organization, other documents provided to Shareholders for general meetings (annual and extraordinary), organizing the preparation and distribution to Shareholders of messages about the upcoming general meeting, voting ballots, as well as access of Shareholders to documents required to be provided to persons entitled to participate in the general meeting, recording the completed voting ballots received by the Organization.

Monitoring the work of the counting commission elected by the general meeting of Shareholders, receiving from the counting commission minutes, voting ballots, powers of attorney, participating in the preparation of a draft report on voting results, minutes of the general meeting of Shareholders, solving other tasks related to the preparation and holding of the general meeting of Shareholders.

Ensuring compliance with the established rules and procedures for preparing and holding meetings of the board of directors, including the development of work plans and agendas for meetings of the general meeting of Shareholders and the board of directors, familiarization of newly elected members of the board of directors with the activities of the Organization and its internal documents, notification of members of the board of directors and invitees to the meeting of the board of directors of persons about upcoming meetings, sending them materials on issues included in the agenda.

Participation in meetings of the board of directors.

Organizing the maintenance of minutes of meetings of the board of directors, ensuring their storage and issuing, if necessary, copies of minutes or extracts from the minutes of the board of directors, certifying their authenticity.

Monitoring compliance with the procedure for disclosing information about the Organization, established by law, as well as the charter and other documents of the Organization, including through the mechanism of public disclosure of information.

Organizing the storage of documents related to the activities of the board of directors and the meeting of Shareholders of the Organization, and access of Shareholders to the information contained therein, making copies of documents, certifying their authenticity.

Accounting and consideration of appeals and requests received from Shareholders on issues of corporate governance and implementation of Shareholders' rights.

Informing the board of directors about all facts of non-compliance with the requirements of current legislation and internal documents in the management of the Organization.

Requests and receipt of information from the system of maintaining the register of Shareholders of the Organization, promoting the expansion of the rights of Shareholders and their participation in corporate governance.

Interaction with professional securities market participants and authorities government controlled on issues related to the regulation of corporate legal relations and the securities market.

Lead the preparation of statutory reporting on corporate governance issues.

Monitoring the execution of decisions adopted by the general meeting of Shareholders and the Board of Directors.

Ensuring compliance with established rules and procedures, including compliance with the procedure for maintaining the register of owners of registered securities, the procedure for approving major transactions and interested party transactions, the procedure for issuing shares of the Organization, exercising the rights of Shareholders to place them, and other procedures aimed at protecting the rights and property interests Shareholders.

Taking measures to prevent losses to the Organization and/or its Shareholders.

Promoting excellence business activity, compliance with ethics in relations between market participants, moral and ethical standards of corporate behavior.

3. RIGHTS

The corporate secretary has the right:

3.1. Request and receive necessary materials and documents related to the activities of the Corporate Secretary.

3.2. Enter into relationships with departments of third-party institutions and organizations to resolve operational issues production activities falling within the competence of the Corporate Secretary.

4. RESPONSIBILITY

The Corporate Secretary is responsible for:

4.1. Failure to fulfill one's functional duties.

4.2. Inaccurate information about the status of the work.

4.3. Failure to comply with orders, instructions and instructions of the Head of the Organization.

4.4. Failure to take measures to suppress identified violations of safety regulations, fire safety and other rules that pose a threat to the activities of the Organization and its employees.

4.5. Failure to ensure compliance with labor discipline.

5. WORKING CONDITIONS

5.1. The working hours of the Corporate Secretary are determined in accordance with the Internal Labor Regulations established in the Organization.

5.2. Due to production needs, the Corporate Secretary is required to travel to business trips(including local significance).

5.3. In accordance with _______________, the employer evaluates the effectiveness of the Corporate Secretary. The set of measures for assessing effectiveness was approved by _________________ and includes:

- __________________________;

- __________________________;

- __________________________.

Job description developed on the basis of _______________________ ________________________________________________________________________________. (name, number and date of the document) Head of the structural unit _____________________________ _____________________ (initials, surname) (signature) "__"___________ ____ Agreed by: legal service _____________________________ _____________________ (initials, surname) (signature) "__"___________ ____ C read the instructions: (or: received the instructions) _____________________________ _____________________ (initials, surname) (signature) "__"___________ ____ g.

1. The need for a corporate secretary

For many Russian joint stock companies, the position of corporate secretary is an innovation. This position is not mentioned either in the Law on JSC or in other legislative acts. The functions and tasks of the corporate secretary are regulated in detail only by the Code of Corporate Conduct.

The corporate secretary is a special official of the company, whose task is to ensure that the bodies and officials of the company comply with procedural requirements that guarantee the implementation of the rights and interests of the company's shareholders.

The company secretary ensures compliance with internal rules and regulations by all management bodies of the company. The secretary of the company ensures clarity of interaction between different management bodies of the company in accordance with the charter of the company and other internal documents. Of particular importance in this case is proper compliance with the procedure for preparing and holding a general meeting of shareholders, the activities of the board of directors, storage, disclosure and provision of information about the company, since failure to comply with these procedures entails the majority of violations of the rights and interests of shareholders.

Only a permanent person who has the necessary professional qualifications and does not combine this activity with the performance of other functions in society can effectively ensure compliance with these procedures. Essentially, a corporate secretary is a person who is between the shareholders, management bodies and officers of the company. Through the corporate secretary, all information is communicated to shareholders, providing shareholders with the opportunity to influence decisions made by the company's officials.

The corporate secretary provides assistance to the members of the board of directors in the performance of their functions, in particular, through the secretary, information from the executive bodies is communicated to the members of the board of directors.

The secretary of the company must be subordinate and accountable to the board of directors and must not be an affiliate of the company or its officials.

The procedure for appointing a corporate secretary and the duties of such a secretary are determined in the company's charter. The secretary of the society is either appointed or elected. The JSC Law does not indicate who exactly is authorized to appoint or elect the secretary of the company. The Code of Corporate Conduct places this responsibility on the board of directors. The board of directors must also determine the terms and duration of the agreement concluded with the corporate secretary and the amount of his remuneration.

2. Functions of a corporate secretary

The functions of a corporate secretary are not provided for in the JSC Law. Its powers are detailed in the Code of Corporate Conduct.

home » Useful » What is and is not the responsibility of a Hong Kong company secretary. Semenov A.S. Does a joint stock company need a corporate secretary? The responsibilities of the corporate secretary of the company include