The main purpose of applying the code of corporate conduct is. corporate behavior. Company disclosure

An integrated approach was developed by scientists L. Preston, J. Post, A. Carroll. Vertex integrated approach- interpretation of A. Carroll, who gave his definition of CSR.

CSR means "conformity activities of the organization to the economic, legal and discretionary (philanthropic) expectations placed by society on the organization in a given period of time.

Somewhat later, Carroll clarified his definition as follows: "CSR is multi-level responsibility which can be represented as a pyramid. A CSR firm must strive to make a profit, comply with the law, be ethical, and also be a good corporate citizen."

The pyramid of A. Carolla is shown in fig. 6.3. Lying at the base of the Carolla pyramid economic responsibility implies the direct responsibility of the organization in the market as a producer of goods and services

Rice. 6.3.

satisfy any needs of consumers and thus extract their profit.

Legal liability implies the need for law-abiding business in conditions market economy, compliance of the company's activities with the expectations of society, which are fixed in legal norms.

ethical responsibility requires the organization's business practices to meet societal expectations that are not specified in legal norms, but are based on existing moral norms.

Philanthropic or discretionary liability encourages the company to take charitable actions aimed at helping those in need, including in the implementation of social programs.

• 1) corporate social responsibility - possible levels: economic, legal, ethical, discretionary;
• 2) corporate social susceptibility - a range of changes from reactive to proactive: reactive, defensive, adaptive and proactive;
• 3) relevant social issues - security environment, product safety, discrimination, workplace safety, shareholder engagement, etc.

The similar development of the idea of ​​multidimensional CSR was continued by the model developed by S. Vartik and F. Cochren, who focused on corporate social activities (KSD). At the same time, they relied on the three-dimensional model of A. Caroll, but each dimension of Caroll was given its own names: principles, process, policy.

The QSD model by S. Vargik and F. Cochran is shown in Table. 6.1.

Table 6.1

The corporate social activities S. Vartik and F. Cochran

Corporate Social Activities represents a fundamental relationship between the principles of social responsibility, the process of social receptivity and policies aimed at solving social problems.

According to Wood, the term "activity" implies actions and results, and social receptivity is not one process, but a combination of different processes.

Corporate social responsibility provides an answer to the question: why should a company act in one way or another?

Corporate social responsiveness answers the question: how exactly does a company operate?

D. Wood suggested the following model of corporate social activity (KSD), which includes the principles of KSD, processes of KSD and results corporate conduct.

Table 6.2

Guiding forces operating in the model of corporate social activity by S. Vartik and F. Cochran

CSR principles

• 1. Institutional principle of legitimacy: society provides business with legitimacy and gives it power. In the long run, this power is lost by those who, from the point of view of society, do not use it responsibly.
• 2. Organizational principle of public responsibility: organizations in business are responsible for those results that relate to areas of their interaction with society.
• 3. Individual principle of freedom of managerial choice: managers are moral agents. In every area of ​​corporate social responsibility, they must use the freedom of choice they have to achieve socially responsible results.

Corporate Social Responsiveness Processes

• 1. Assessment of the business environment.
• 2. Management of interested parties (stakeholders).
• 3. Problem management.

Results of corporate behavior

• 1. Impact on society.
• 2. Social programs.
• 3. Social policy.

D. Swanson suggested reorienting D. Wood's model towards the development of CSR principles. In addition, she highlighted the following values organizational processes:

• economizing is the process of achieving effective results within the framework of competitive behavior; at the same time, organizations are responsible for the results of ecopoising;
• striving for power - the struggle for raising the status within the management hierarchy; at the same time, when making decisions, top managers should put the interests of economizing and ecolodging above the desire for power;
• ecologizing is the process of developing an organization's links with external environment ensuring the stability of the organization; while organizations are responsible for the results of ecolodging.

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Introduction

The Russian Code of Corporate Conduct was prepared by the Federal Commission for the Securities Market and the law firm Couder Brothers, approved at a Government meeting Russian Federation dated November 28, 2001 and recommended for use by joint-stock companies by the order of the Central Committee for the Stock Exchange of the Russian Federation dated April 4, 2002.

The Russian Code of Corporate Conduct is not a regulatory legal act and is advisory in nature. It is a set of principles best practice which corporations can follow voluntarily. The Code is a kind of guideline for a corporation in establishing its management system, and in organizing relationships between shareholders and management, in resolving internal corporate conflicts. The purpose of such a standard of conduct for a corporation is to balance the interests of the corporation's members and other stakeholders (employees, partners).

It is, to a greater extent, a document containing recommendations of a moral and ethical nature, a standard for assessing the behavior of a corporation in terms of conscientiousness, reasonableness and fairness.

In other words, if a corporation wants to be attractive to investors and have listed shares on the securities market, wants to minimize intra-corporate conflicts, it will have to follow the recommendations of the Code of Corporate Conduct.

It is worth noting that following in the footsteps of the Code of Corporate Conduct developed and approved by the FFMS (Decree of the Federal Commission for the Securities Market of Russia dated April 4, 2002 No. 421 / r), similar, but already “intra-industry” Codes appear (for example, the Code of Ethical Principles of Banking ( new edition), Proceedings of the XIX Congress of the ARB, 2008,

1. Principles of corporate conduct

corporate company shareholder

Corporate conduct must be based on respect for the rights and legitimate interests of its participants and contribute to the efficient operation of the Company, including increasing the value of the Company's assets, creating jobs and maintaining the financial stability and profitability of the Company in the future.

The basis for efficient operation and investment attractiveness Society is the trust between all participants in corporate conduct. The principles of corporate conduct contained in this chapter are aimed at creating trust in relations arising in connection with the management of a company. To date, there are only exactly seven of them in Russia.

First principle. The practice of corporate conduct should provide shareholders with a real opportunity to exercise their rights related to participation in the company.

Second principle. The practice of corporate conduct should ensure equal treatment of shareholders holding an equal number of shares of the same type (category).

Third principle. The practice of corporate conduct should ensure that the board of directors strategic management activities of the company and effective control on its part over the activities of the executive bodies of the company, as well as the accountability of members of the board of directors to its shareholders.

Fourth principle. The practice of corporate conduct should provide the executive bodies of the company with the opportunity to reasonably, in good faith, exclusively in the interests of the company, manage the current activities of the company, as well as the accountability of the executive bodies to the board of directors of the company and its shareholders.

Fifth principle. The practice of corporate conduct should ensure the timely disclosure of complete and reliable information about the company, including its financial position, economic indicators, ownership and management structure, so that shareholders and investors of the company have the opportunity to make informed decisions.

Sixth principle. The practice of corporate conduct should take into account the rights of stakeholders, including employees of the company, provided for by law, and encourage active cooperation between the company and stakeholders.

Seventh principle. The practice of corporate conduct should ensure effective control over the financial and economic activities of the company in order to protect the rights and legitimate interests of shareholders.

In the sections of the same name in the Codes of some Russian companies you can find information that the Society understands and realizes the importance of improving corporate governance its subsidiaries and dependent business companies. Will strive to ensure openness and transparency of their activities, as well as to implement the basic principles of the Code in the practice of corporate governance and corporate behavior of these dependent Companies.

2. General Meeting of Shareholders

By participating in the Company, the shareholders risk the capital invested in it. It is the shareholders who are the owners of this or that economic entity, therefore they have the right to receive a detailed and reliable report on the policy pursued from the Board of Directors and executive bodies of the Company. Holding general meeting of shareholders provides the Company with the opportunity to inform shareholders about its activities, achievements and strategic plans, to involve them in discussion and decision-making on the most important issues of the Company's activities. For a minority shareholder, the annual general meeting is the only opportunity to receive information about the activities of the Company, ask its management questions related to the management of the Company, and express their attitude to the policy pursued by the management of the Company. By participating in the general meeting, the shareholder exercises his right to participate in the management of the Company.

An essential condition for shareholders' confidence in the Company is the establishment of such a procedure for holding a general meeting that would ensure equal treatment of all shareholders and would not be excessively expensive, complicated and burdensome for shareholders.

There are two stages - convening, preparing and holding a general meeting of shareholders.

When convening and preparing prior to the General Meeting of Shareholders, it is recommended to inform the shareholders in advance about the date and place of the meeting. A number of companies directly prescribe the media (" Russian newspaper”), in which shareholders will be informed about the meeting. 2 It is recommended to adhere to the 30 day period in which the shareholders must be informed about the meeting. That is how much time should be enough for shareholders to prepare a balanced position on the agenda items, to receive other necessary information. It is recommended that the annual general meeting of shareholders be held no earlier than 09:00 and not later than 22:00 local time.

The General Meeting of Shareholders may be held both in person and in absentia, about which the Company must inform shareholders in advance. The legislation establishes both the requirements for the content of such a message and establishes the possibility of notifying the General Meeting of Shareholders different ways(sending a message by mail, delivery, publication, etc.).

The Company provides shareholders with the opportunity to familiarize themselves with the list of persons entitled to participate in the general meeting of shareholders, which allows shareholders holding at least one percent of the votes to assess the balance of power at the upcoming meeting and, if necessary, contact other shareholders to discuss the issues of the upcoming meeting.

By law, the Company is obliged to issue to any person who applies to him an extract from the list of persons entitled to participate in the general meeting, or a certificate stating that this person is not included in the list, in addition, a shareholder who is unjustifiably not included in the list, or a shareholder whose data is indicated incorrectly, has the right to seek inclusion in the list or correction of data about him. .

The legislation defines the list of information that must be provided to shareholders in preparation for the general meeting. This list can be expanded in the Company's charter, in particular, in addition to the annual report provided in accordance with the law, it is recommended in the company's charter to provide for the presentation of the Board of Directors report to shareholders.

The agenda of the general meeting is the only source of information for shareholders about the issues on which decisions are planned to be made at the general meeting, which is why it is recommended that the agenda items of the general meeting of shareholders be clearly defined and exclude the possibility of their different interpretations. It is important to note that the right of a shareholder to participate in the management of the Company implies the ability to propose issues on the agenda of the general meeting and nominate candidates for members of the management bodies, as well as demand the convening of a general meeting, however, for this it is necessary to have a certain number of shares at the time of making the corresponding proposal.

When holding a general meeting of shareholders , as part of the agenda, it is recommended to provide time for speeches by shareholders, in addition to speeches by key officials of the company, including chairmen of committees of the board of directors. The Company is recommended to ensure the presence of the General Director, members of the Management Board, as well as members of the Board of Directors, the Company's auditor, and ensure the participation of members of the Audit Commission of the Company at the General Meeting.

When determining the procedure for registering participants in the general meeting of shareholders, it is recommended to be guided by the rule that any shareholder wishing to take part in the general meeting should have such an opportunity, which is necessary to exclude the possibility of using this procedure to exclude "objectionable" shareholders from participating in the general meeting. There are companies that directly indicate who they want to see among their shareholders “….their strategic partners, clients who consider equity participation as part of a long-term cooperation program”. 3

3. Board of Directors of the Company

The Code defines the following sections that govern the functioning of the board of directors, namely:

functions of the board of directors;

composition of the board of directors and its formation;

duties of members of the board of directors;

organization of the activities of the board of directors;

remuneration of members of the board of directors;

responsibility of members of the board of directors.

To functions of the board of directors the obligation to determine priority areas for the development of the Company, the establishment of the main guidelines for the company's activities in the long term, it is also recommended to include the approval of procedures for internal control over the financial and economic activities of the company within the competence of the board of directors. One of the important functions should be considered control over the creation of a risk management system that would allow assessing the risks faced by the Company, since these risks will eventually have to be assumed by the shareholders themselves.

The legislation establishes the accountability of the executive bodies to the shareholders and the board of directors of the company. The Board of Directors is recommended to suspend the powers of the General Director (managing organization, manager), in particular, if violations are revealed in the performance of this person's duties. The competence of the Board of Directors may include determining the requirements for qualifications and the amount of remuneration for the head of the Company and key top managers.

Concerning composition of the board of directors , then here it is necessary to say that he must enjoy the unconditional trust of shareholders, otherwise he will not be able to effectively perform his functions. Members of the board of directors should have the knowledge, skills and experience necessary for decision-making, and its size should allow for a fruitful, constructive discussion, and make quick and balanced decisions.

To the main duties of members of the board of directors can be attributed - the display of care and discretion, which should be expected from a good leader in a similar situation under similar circumstances, should be actively involved in the work of the board of directors.

Organization of the activities of the board of directors. In order for the board of directors to successfully solve its tasks, a chairman is appointed who is responsible for forming the agenda of the meetings of the board of directors, organizes the development of the most effective decisions on agenda items and, if necessary, free discussion of these issues, as well as a friendly and constructive atmosphere for holding meetings.

It has been established that the best form of holding a meeting of the board of directors is in person, which makes it possible to discuss agenda items by members of the board of directors, however, the Company should be allowed to hold meetings in absentia. The choice of form depends on the content of the agenda.

It is recommended to create the following committees in the Board of Directors on an ongoing basis, which will consider in more detail the most important issues related to the life of the Company - the Strategic Planning Committee, which contributes to improving the efficiency of the Company's activities in the long term, the Audit Committee, whose task is to ensure control of the Board directors for the financial and economic activities of the Company, the Human Resources and Remuneration Committee creates the necessary motivation for successful work and contributes to the involvement of qualified specialists in the management of the Company, the responsibility of the Corporate Conflicts Resolution Committee lies in the sphere of prevention and effective resolution of corporate conflicts with the participation of shareholders of the company, and the functions of the Ethics Committee include creating conditions for compliance by employees and management of the Company ethical standards and building trusting relationships in the Company.

Remuneration of members of the board of directors is determined by the criteria that the HR and Compensation Committee develops, however, there is general recommendations who make a recommendation regarding the same amount of remuneration for all members of the board of directors.

Responsibility of members of the board of directors the Company may face if it is proved that a member of the Board of Directors in his decisions and in the performance of his duties did not act reasonably and in good faith, that is, did not show the care and discretion that should be expected from a good leader, and also did not take all possible measures for the proper performance of his duties, while a member of the board of directors is considered not acting reasonably and in good faith if he is personally interested in accepting specific solution or inattentively studied all the information necessary to make a decision.

4. Executive bodies of the Company

The executive bodies of the Company play the most important role in its development and daily life, are responsible for the daily, operational work of its various divisions and its compliance with the financial and economic plan, as well as conscientiously, timely and efficiently execute the decisions of the Board of Directors of the Company and the general meeting of shareholders.

The executive bodies include the board and the sole executive agency(general director, managing organization, manager), which is a key link in the corporate governance structure.

The main task of the executive bodies is the receipt of dividends by shareholders and the development of the Company itself and the organization of its effective work in the long term.

The competence of the executive bodies of the Company includes the following - organizing the development of the most important documents of the Company in priority areas of activity and the financial and economic plan adopted by the Board of Directors, approval of internal documents on issues within the competence of the executive bodies, approval of any real estate transactions, obtaining loans by the company, if the performance of such transactions does not belong to the ordinary economic activity Companies, a number of questions on the interaction of the company with subsidiaries and dependent companies, branches and representative offices. In practice, one can find a direct indication in the very text of the Code, an indication that "... the General Director is not entitled to make decisions on issues within the competence of the Company's Management Board." four

It is advisable to appoint persons to the position of General Director who have qualifications both in the field of the Company's activities and in the field of management, in employment contracts it is recommended to include with him and the members of the board the most detailed list of the rights and obligations of these persons.

The General Director and members of the Management Board must reasonably and conscientiously act in the interests of the Company, their direct duties include ensuring the activities of the Company in strict accordance with the law, the charter and other internal documents, they must not accept gifts or receive other direct or indirect benefits, the purpose of which is to to influence the activities of the CEO or board member.

The General Director (managing organization, manager) and members of the Management Board shall not disclose or use confidential and insider information about the Company for personal gain and in the interests of third parties and shall possible ways protect it from disclosure to third parties. In some Codes (Alfa-Bank), one can find a direct prohibition on the right to hold the positions of the Chairman of the Board and members of the Board in other organizations that are credit or insurance organizations, professional participants in the securities market or are affiliated with the Bank. 5

The Company recommends organizing regular consultations between the executive bodies and employees when decisions are made by the executive bodies that directly affect the working conditions of employees, as well as strive to create necessary conditions to ensure the health of workers and the safety of their work.

The organization of the meetings of the board should ensure the effectiveness of its activities, it is recommended to notify the members of the board in advance with agenda items, which can make the discussion of issues more constructive. According to the legislation, minutes are kept at a meeting of the company's board, which is transferred, if necessary, to the audit commission, members of the board of directors and the auditor of the company.

The amount of remuneration of the executive body should reflect its real contribution to the achievement of the Company's indicators and be sufficient to ensure that a highly qualified manager does not have a desire to change jobs due to low, in his opinion, remuneration. It is recommended to provide for the possibility of paying various incentive bonuses and premiums that can be linked to the growth of the market value of the Company's shares.

The General Director (managing organization, manager) and members of the Management Board of the Company are liable for improper performance of their duties, therefore, the Company is recommended to actively use the right to apply to the court with a claim for damages by these persons, if necessary.

5. Company Corporate Secretary

The Corporate Secretary of the Company is a person who does not hold other positions in the Company and is responsible for ensuring that the bodies and officials of the Company comply with the procedural requirements that guarantee the exercise of the rights and interests of the shareholders of the Company.

The main functions of the corporate secretary include 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 corporate secretary also ensures the preparation and holding of meetings of the board of directors in accordance with the requirements of the law , the charter and other internal documents of the Company, assists the members of the Board of Directors in the performance of their functions, ensures the disclosure or provision of information about the Company and storage of the Company's documents, monitors the proper consideration by the Company of shareholders' appeals and the resolution of conflicts related to the violation of shareholders' rights.

If the volume of work is large enough, then it is possible to create the office of the secretary of the Society, the composition, number, structure and official duties whose employees are determined by the documents of the Company. The secretary shall have the powers necessary for him to carry out his duties.

It should be noted that the rights and obligations of the corporate secretary, as well as the very fact of his presence in the very text of the Code, are not prescribed in all companies, even very large ones. 6 The Codes of some companies prescribe a procedure in which, if a secretary is not appointed, his functions are performed by the secretary of the board of directors together with other services of the Company. 7

As a rule, the appointment of the Secretary of the Company falls within the competence of the Board of Directors, respectively, the Secretary of the Company must be accountable and subordinate to the Board of Directors in accordance with the terms of the contract. The Secretary of the Company must have the knowledge necessary to carry out the functions assigned to him, as well as enjoy the confidence of shareholders and members of the Board of Directors.

6. Significant corporate actions

Significant corporate actions are events that may lead to fundamental corporate changes, including changes in the rights of shareholders. It is believed that significant corporate actions must necessarily be accompanied by maximum openness and transparency. When performing such actions, the Company must be guided by the principles of trust and openness.

Significant corporate actions include:

1. Major transactions that are made in the manner established for major transactions;

2. Creation and liquidation of branches and representative offices of the Company; eight

3. Reorganization of the Bank; 9

4. Acquisition of 30 percent or more of the outstanding shares of the Company (acquisition), which significantly affect the structural and financial condition company and, accordingly, the position of shareholders. ten

Summarizing the above, it can be noted that the basis for classifying transactions as major ones is the ratio of the book value or purchase price of the property that is the object of such a transaction with the book value of all assets of the Company itself.

There are a number of recommendations as to what conditions must be met in order to take a material corporate action. First of all, it is necessary that all major transactions are approved before they are completed. To complete a major transaction, it is recommended to involve independent appraiser.

In the event of a takeover (acquisition of 30 percent or more of the Company's shares that have a significant impact on the structural and financial condition of the Company and, accordingly, on the position of shareholders), the Board of Directors is recommended to bring to the attention of shareholders its opinion on the planned takeover, however, it is not recommended to take obstructive takeover actions that are contrary to the interests of the shareholders of the Company or as a result of which the interests of the Company and its shareholders may be significantly affected. It is also not recommended during a takeover to release the acquirer from the obligation to offer shareholders to sell their ordinary shares of the Company (equity securities convertible into ordinary shares).

When reorganizing the Company, the Board of Directors must actively participate in determining the conditions for the reorganization of the company. It is recommended to engage an independent appraiser to determine the share conversion ratio during the reorganization. It is recommended that the notification of holding a joint general meeting be carried out by each Company participating in the merger (accession), in the manner established for this Company. It is recommended that the rules for voting at the joint general meeting of the reorganized legal entities complied with the voting rules at the general meeting of the legal entity being created.

7. Disclosure of information about the Company

The information provided by the Company about itself must be neutral and balanced for all user groups.

Most companies that are concerned about the creation of the Code have official pages on the Internet, which are actively used to solve such problems - informing shareholders about significant events, publishing regular reports, etc., indicating exactly the address of their website as a place for placing information about themselves.

Some companies post on their websites documents that define the information policy of the Company, which in turn should provide the possibility of free and unhindered access to information about the Company. It is recommended that the Company post the following documents on the website - the text of the charter and amendments to it, quarterly reports, prospectuses, audit reports, information on material facts, as well as information related to the holding of general meetings of shareholders and the most important decisions of the board of directors, information on the development strategy Society.

Among the main forms of information disclosure are prospectus, in which the Company, in addition to the information specified in the law, is recommended to disclose all material information about itself, for example, in addition to information about members of the board of directors, the general director (managing organization, manager) and members of the board, it is recommended to disclose similar information about other officials of the company, in including about the secretary of the company, deputies of the general directors and the chief accountant of the company, as well as quarterly reports containing information required by law.

As mentioned in the previous section, it is desirable to provide shareholders with access to information through the secretary of the Company; when preparing and holding a general meeting, shareholders of the Company are recommended to provide all material information on each item on the agenda. It is recommended to include the following basic information - the Company's annual report, balance sheet, profit and loss statement, recommendations of the board of directors on the distribution of the company's profits, including the payment of dividends, and the rationale for each such recommendation, the conclusions of the company's audit commission and other documents that allow shareholders to assess the results of the Company's activities for the year.

As for information constituting a commercial or official secret, it must be properly protected. The Company must organize control over the use of insider information, i.e. information about the activities of the Company, shares and other securities of the Company and transactions with them, which is not publicly available and the disclosure of which may have a significant impact on market value shares and other securities of the company.

8. Control over the financial and economic activities of the Company

The system of control over the financial and economic activities of the Company is designed to increase the confidence in the Company on the part of shareholders and investors. To solve this problem, it is necessary to solve the following tasks - the adoption and enforcement of the financial and economic plan, the establishment and enforcement of effective internal control procedures, the provision of an effective and transparent management system in the Company, including the prevention and suppression of abuses by executive bodies and officials Companies, prevention, identification and limitation of financial and operational risks, ensuring reliability financial information used or disclosed by the Company.

The system of control over the financial and economic activities of the Company must include the fulfillment of the following conditions - the Company must ensure the creation and effective functioning of the system of daily control over the financial and economic activities, while it is recommended to delineate the competence of the bodies and persons included in the system of control over the financial and economic activities of the Company responsible for developing, approving, applying and evaluating the effectiveness of internal control procedures, and being members of the Audit Committee, Audit Commission and Control and Audit Service of the Company should allow for effective control over the financial and economic activities of the Company. The Audit Committee is recommended to hold meetings at least once a month and prepare its recommendations for the Board of Directors of the Company

For high-quality and timely control over the commission business transactions financial and economic operations of the Company, carried out within the framework of the financial and economic plan, are subject to subsequent control, and non-standard operations require prior approval of the Board of Directors of the Company, while it is recommended that the Board of Directors be provided with full information on the results of the financial and economic activities of the Company.

The activities of the audit commission should be organized in such a way that the procedure for conducting audits audit commission The Company could ensure the effectiveness of this mechanism of control over the financial and economic activities of the Company, in turn, the audit should be carried out in such a way that it would result in obtaining objective and complete information about the Company's activities.

9. Dividends

Information about dividend policy is essential information for both existing shareholders and investors, and for potential ones, which is why it is recommended that the Company establish a transparent and understandable mechanism for shareholders to determine the amount of dividends and pay them.

The very information about the adoption of the decision (on the announcement) on the payment of dividends should be sufficient to form an accurate idea of ​​the conditions for the payment of dividends and the procedure for their payment, and the procedure for determining the amount of dividends should exclude the possibility of misleading shareholders about their size.

The payment of dividends should best facilitate the exercise of the right of shareholders to receive them, and in the event of incomplete or late payment, it is recommended that the Company provide for sanctions that may be applied to to CEO and board members in this case

10. Settlement of corporate conflicts

Precise and unconditional observance by the Company of the law, as well as its conscientious and reasonable behavior in relations with shareholders, contributes both to the prevention and settlement of corporate conflicts. However, conflicts are inevitable and may arise both between the Company and shareholders and between individual shareholders.

Conflicts can be resolved as judicial order, and in the judiciary, especially since the law does not establish requirements for the obligatory observance of any pre-trial procedures in order to resolve corporate conflicts. In the Code of some companies, reference is made to the possibility of resolving conflicts in arbitration courts. eleven

Efficiency of work to prevent and resolve corporate conflicts implies the most complete and prompt identification of such conflicts if they have arisen or may arise in the Company, clear coordination of actions of all the Company's bodies, while the position of the Company itself in a corporate conflict should be based solely on the provisions of the law.

It should be noted that the competence of the Company's bodies to consider and resolve corporate conflicts is recommended to be clearly demarcated. In order to ensure an objective assessment of a corporate conflict and create conditions for its effective settlement, persons whose interests are affected or may be affected by the conflict should not take part in making a decision on this conflict, and in the event of a corporate conflict between the shareholders of the Company that can affect the interests of the company itself or its other shareholders, the body of the Company responsible for considering this dispute should decide whether this dispute affects the interests of the company and whether its participation will contribute to the settlement of such a dispute, as well as take all necessary and possible measures to resolve such a conflict.

Conclusion

In conclusion, it should be noted that the application of corporate behavior standards is the protection of the interests of not only shareholders, but also other employees of the Company - the Code of Corporate Conduct is the same for everyone.

Improving corporate behavior is the most important measure needed to increase investment, and one of the ways to improve this can be the introduction of certain standards established on the basis of the analysis of the best corporate behavior practice. All provisions of the Code are advisory in nature, it is the choice of each employee of the organization to obey them or not. But if the employee is interested in the development of the organization in which to work, a certain standard of behavior will help him in the implementation of the tasks assigned to him. As a rule, all employees of the company voluntarily accept obligations to comply with the principles, norms and rules business conduct established in this Code. The code describes the values ​​and ethical principles on which the work is based, defines uniform standards of behavior in the company. A clear understanding of the moral guidelines of activity is necessary for the coordinated work of all departments. Defining the values ​​and strategic goals of the company will help each employee understand how the organization develops, on what principles it builds relationships with shareholders and customers, what it expects from its employees. The adoption of the code will be a serious step in the development of companies and will help in achieving their goals.

Bibliography

1) O.A. Makarov. Corporate law: Textbook. - M.: Wolters Kluve 2005 - 432 p.

2) Decree of the FCSM of Russia No. 421 dated April 4, 2002 (On recommendations of the corporate conduct code).

3) A.N. Asaul, M.A. Asaul, P.Yu. Erofeev, M.P. Erofeev, Organization culture: problems of formation and management., St. Petersburg: Humanistics, 2006.

4) Code of Corporate Conduct. Official site of the Federal Financial Markets Service of the Russian Federation. - URL: http://www.fcsm.ru/ru/legislation/corp_management_study/corp_codex/

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The main types of ethical codes are professional and corporate. An excursion into the history of the origin of ethical codes. Code - normative document corporate culture. Functions and content of the corporate code, confidentiality of information.

abstract, added 11/23/2010


A complex of relationships between the management of a corporation, the board of directors, shareholders and stakeholders. Implementation of international corporate governance standards in Russia. Mechanisms of responsibility of the board of directors to shareholders.

presentation, added 12/03/2013


Definition of the concept of corporate norms as the rules of conduct established by organizations in their documents. Improvement and principles of corporate behavior in the Russian Federation. Regulations and forms of reorganization of the joint-stock company.

Continued this development of the idea multidimensional CSR model , developed by S. Vartik and F. Cochren, who focused on corporate social performance (CSP).

Corporate Social Activities represents a fundamental relationship between the principles of social responsibility, the process of social receptivity and policies aimed at solving social problems [kor, p. 57].

Corporate social sensibility answers the question: how exactly does a company operate?

D. Wood suggested the following model of corporate social activity(KSD), including:

principles of KSD,

· KSD processes;

· the results of corporate behavior [kor, p. 58].

Table 1

CSR principles

1. Institutional principle of legitimacy: society provides business with legitimacy and gives it power. In the long run, this power is lost by those who, from the point of view of society, do not use it responsibly.

2. Organizational principle of public responsibility: organizations in business are responsible for those results that relate to areas of their interaction with society.

3. Individual principle of freedom of managerial choice: managers are moral agents. In each area of ​​corporate social responsibility, they are required to use their freedom of choice to achieve socially responsible results [kor, p. 58].

Corporate Social Responsiveness Processes

· Assessment of the business environment.

· Stakeholder management.

· Problem management.

Results of corporate behavior

· Impact on society.

· Social programs.

· Social politics.

D. Swanson suggested reorienting D. Wood's model towards the development of CSR principles. In addition, she identified the following value-based organizational processes:

· economizing - the process of achieving effective results in the framework of competitive behavior; at the same time, organizations are responsible for the results of economizing;

· the desire for power - the struggle for raising the status within the management hierarchy; at the same time, when making decisions, top managers should put the interests of economizing and ecolodging above the desire for power;

Ecolodging - the process of developing the organization's relations with the external environment, ensuring the stability of the organization; while organizations are responsible for the results of ecolodging.

Stakeholder concepts

In addition to the KSD concept, starting from the 90s of the XX century, alternative KSD concepts began to develop - the concept of stakeholders or interested parties, the concept of corporate citizenship and the concept of corporate sustainability.

Interested parties of the company (stakeholders), by E. Freeman's definition, these are any individuals, groups or organizations that have a significant impact on the decisions made by the company and / or are influenced by these decisions [kor, p. 60].

Indicative list of stakeholders modern organization:

the owners;

· consumers;

consumer protection groups;

· competitors;

· mass media;

workers;

interest groups;

environmentalists;

· suppliers;

government organizations;

organization of local communities.

3.4. The concept of corporate citizenship and corporate sustainability

Corporate citizenship concept gives Special attention organizations have civil rights and obligations, and also connects their activities with the implementation of the rights and obligations of the relevant individuals [kor, p. 60].

A. Carroll, using the term "corporate citizenship", wrote that it has four facets: economic, legal, ethical and philanthropic. Thus, in his interpretation, corporate citizenship corresponds to CSR.

A close, but still significantly different definition was given by I. Maignan and O. Ferrel: “ Corporate citizenship is the extent to which a company is consistent with the economic, legal and philanthropic responsibilities that its stakeholders place on them.”

Concept of corporate sustainability- the youngest of the concepts that make up CSR. The pioneer of this concept was J. Elkington, who introduced the concept of a triple bottom line of a corporation, which includes financial and environmental dimensions corresponding to the idea of ​​eco-efficiency, and, most importantly, an assessment of social and broad economic impact, which is rarely taken into account by the traditional financial bottom line.

In addition, he outlined possible ways to implement new business strategies that can simultaneously bring benefits to the company, its consumers and the natural environment. Three bases of stability Elkington designated ZP (People, Planet, Profits). His idea of ​​sustainable development was taken as new paradigm business development, which has absorbed the principles of CSR, set out in the form of SR.

Continued this development of the idea multidimensional CSR model , developed by S. Vartik and F. Cochran, who focused on corporate social activities(KSD).

Corporate Social Activities represents a fundamental relationship between the principles of social responsibility, the process of social receptivity and policies aimed at solving social problems [kor, p. 57].

Corporate social sensibility answers the question: how exactly does a company operate?

D. Wood suggested the following model of corporate social activity (KSD), including:

principles of KSD,

KSD processes;

results of corporate behavior [kor, p. 58].

Table 1

Model of corporate social activity by S. Vartik and F. Cochran

KSD principle	Process - corporate social sensibility	The policy of the organization in solving social problems
Economic	Reactive	Problem identification
Legal	defensive	Problem Analysis
Ethical	Adaptive	Response development
Discretionary	Proactive	Implementation

CSR principles

Institutional principle of legitimacy: society provides business with legitimacy and gives it power. In the long run, this power is lost by those who, from the point of view of society, do not use it responsibly.

Organizational principle of public law responsibility: organizations in business are responsible for those results that relate to areas of their interaction with society.

Individual principle of managerial freedom of choice: managers are moral agents. In each area of ​​corporate social responsibility, they are required to use their freedom of choice to achieve socially responsible results [kor, p. 58].

Corporate Social Responsiveness Processes

Assessment of the business environment.

Management of interested parties (stakeholders).

Problem management.

Results of corporate behavior

Impact on society.

Social programs.

Social politics.

D. Swanson suggested reorienting D. Wood's model towards the development of CSR principles. In addition, she identified the following value-based organizational processes:

economizing - the process of achieving effective results within the framework of competitive behavior; at the same time, organizations are responsible for the results of economizing;

desire for power - the struggle for raising the status within the administrative hierarchy; at the same time, when making decisions, top managers should put the interests of economizing and ecolodging above the desire for power;

ecologizing - the process of developing the organization's relations with the external environment, ensuring the stability of the organization; while organizations are responsible for the results of ecolodging.

Introduction …………………………………………………………………………………. 3

1. Principles of corporate conduct…………………………………………. … 5

2. General Meeting of Shareholders………………………………………………………….. 9

3. Board of directors of the company………………………………………………………….. 13

4. Executive bodies of the company………………………………………………... 17

5. Significant corporate actions…………………………………………. 19

6. Disclosure of information about the company……………………………………………... 20

7. Control over the financial and economic activities of the company……………… 23

8. Dividends………………………………………………………………………….. 24

9. Settlement of corporate conflicts………………………………………. 25

Conclusion………………………………………………………………………………… 27

List of used literature……………………………………………………….. 28

Appendix 2 (Regulations on corporate information policy

OJSC "Aeroflot")

INTRODUCTION

"Corporate behavior" is a concept that covers a variety of activities related to the management of business entities. Corporate behavior affects the economic performance of business entities and their ability to raise capital necessary for economic growth. Improving corporate behavior in the Russian Federation is the most important measure necessary to increase the inflow of investments into all sectors of the Russian economy, both from domestic sources and from foreign investors. One of the ways of such improvement may be the introduction of certain standards established on the basis of the analysis of the best practice of corporate behavior.

The standards of corporate conduct are applicable to business companies of all types, but they are most important for joint-stock companies. This is due to the fact that in joint-stock companies where there is often a separation of ownership from management, conflicts related to corporate behavior are most likely to occur. Therefore, the Code has been developed primarily for joint-stock companies entering the capital market. However, this does not exclude the possibility of its application by any other business companies.

The current relevance of the Code lies in the fact that corporate conduct must ensure a high level of business ethics in relations between market participants, which means that those for whom it is intended must, in one way or another, declare its use in their activities.

The purpose of applying the standards of corporate conduct is to protect the interests of all shareholders, regardless of the size of the block of shares they own. The higher the level of protection of the interests of shareholders can be achieved, the more investments Russian joint-stock companies (hereinafter referred to as the Companies) will be able to count on, which will have a positive impact on the Russian economy as a whole.

Below are the prerequisites for the development of the Code of Corporate Conduct (hereinafter referred to as the Code). The Company may develop its own code of corporate conduct in accordance with general recommendations.

Legislation is unable to respond in a timely manner to changes in the practice of corporate behavior, since amendments to legislation require considerable time. Many issues related to corporate conduct lie outside the legislative realm and are ethical rather than legal in nature.

Many of the legal provisions governing corporate conduct are based on ethical standards. An example of such legal norms is the norms of civil law, which establish the possibility, in particular, in the absence of applicable law, to proceed from the requirements of good faith, reasonableness and fairness, as well as to exercise civil rights reasonably and in good faith. Thus, the moral and ethical standards of reasonableness, justice and good faith are integral part current legislation.

However, such legal provisions are not always sufficient to achieve good corporate conduct. Therefore, societies should act in accordance not only with the norms of the law, but also with ethical norms, which are often more stringent than the norms of the law.

Ethical standards used in the business community are an established system of norms of conduct and business practices that are not based on legislation and form positive expectations regarding the behavior of participants in corporate relations. Ethical norms of corporate behavior form stable stereotypes of behavior common to all participants in corporate relations.

Being ethical is not only a moral imperative, but it also helps society avoid risks, supports long-term economic growth, and promotes successful entrepreneurial activity. Ethical norms, along with legislation, form the company's corporate behavior policy, based on the interests of shareholders and the company's management, which helps to strengthen the company's position and increase its profits.

The Code has a special place in the field of development and improvement of the Russian practice of corporate conduct. It should play an important educational role in setting standards for the management of Russian societies and in promoting further development Russian stock market.

The objective of the Code is to reveal the main principles of the best practice of corporate conduct, in accordance with which Russian companies can build their system of corporate conduct.

1. PRINCIPLES OF CORPORATE CONDUCT

Corporate conduct should be based on respect for the rights and legitimate interests of its participants and contribute to the effective operation of the company, including increasing the value of the company's assets, creating jobs and maintaining the financial stability and profitability of the company.

The basis for effective operation and investment attractiveness of the company is trust between all participants in corporate behavior. The principles of corporate conduct contained in this chapter are aimed at creating trust in relations arising in connection with the management of a company.

The principles of corporate behavior are the initial principles underlying the formation, functioning and improvement of the corporate governance system of companies.

The principles of corporate conduct set forth in this chapter are the basis for the recommendations contained in subsequent chapters of this Code, as well as the main principles that should be followed in the absence of such recommendations. These principles are formulated taking into account the Principles of Corporate Governance of the Organization for Economic Cooperation and Development (OECD), international practice in the field of corporate conduct, as well as the experience gained in Russia since the adoption federal law"On Joint Stock Companies".

1. The practice of corporate conduct should ensure

shareholders a real opportunity to exercise their rights related to participation in the company.

1.1. Shareholders should be provided with reliable and efficient ways to record ownership of shares, and

the possibility of free and quick alienation of their shares.

1.2. Shareholders have the right to participate in the management of the joint-stock company by making decisions on the most important issues of the company's activities at the general meeting of shareholders.

1.3. Shareholders should be given the opportunity to participate in the company's profits.

1.4. Shareholders have the right to regular and timely receipt of complete and reliable information about the company.

1.5. Shareholders must not abuse the rights granted to them.

Actions of shareholders carried out solely with the intent to cause harm to other shareholders or the company, as well as other abuses of the rights of shareholders, are not allowed.

2. The practice of corporate conduct should ensure equal treatment of shareholders who own an equal number of shares of the same type (category). All shareholders should be able to obtain effective protection in case of violation of their rights.

3. The practice of corporate conduct should ensure the implementation of strategic management by the board of directors activities of the company and effective control on its part over the activities of the executive bodies of the company, as well as the accountability of members of the board of directors to its shareholders.

3.1. The Board of Directors determines the company's development strategy and ensures effective control over the financial and economic activities of the company.

3.2. The composition of the board of directors of the company should ensure the most efficient implementation of the functions assigned to the board of directors.

3.4. The Board of Directors ensures the efficient operation of the company's executive bodies and controls it.

4. The practice of corporate conduct should provide the executive bodies of the company with the opportunity to reasonably exercise effective leadership current activities of the company, as well as the accountability of the executive bodies to the board of directors of the company and its shareholders.

4.2. The composition of the company's executive bodies should ensure the most efficient implementation of the functions assigned to the executive bodies.

4.4. It is recommended that the remuneration of the general director (managing organization, manager) and members of the collegial executive body correspond to their qualifications and take into account their real contribution to the results of the company's activities.

5. The practice of corporate conduct should ensure the timely disclosure of complete and reliable information about the company, including on its financial position, economic indicators, ownership and management structure in order to ensure the possibility of making informed decisions by the company's shareholders and investors.

5.1. Shareholders should have equal opportunity to access the same information.

5.2. The information policy of the society should ensure the possibility of free and easy access to

information about society.

5.3. Shareholders should be able to receive complete and reliable information, including on the financial position of the company, the results of its activities, on the management of the company, on major shareholders society, as well as significant facts affecting its financial and economic activities.

5.4. The company must exercise control over the use of confidential and insider information.

6. The practice of corporate conduct must take into account the rights of interested parties provided for by law, including employees of the company, and encourage the active cooperation of the company and interested parties in order to increase the company's assets, the value of shares and other securities of the company,

creation of new jobs.

6.1. To ensure the effective operation of the company, its executive bodies must take into account the interests of third parties, including the company's creditors, the state and municipalities on whose territory the company or its structural subdivisions are located.

6.2. The management bodies of the company must promote the interest of the employees of the company in effective work society.

7. The practice of corporate conduct should ensure effective control over the financial and economic activities of the company in order to protect the rights and legitimate interests of shareholders.

7.1. It is recommended that a society create an effectively functioning system of daily control over its financial and economic activities. To this end, it is recommended that the activities of the company be carried out on the basis of a financial and economic plan annually approved by the board of directors of the company.

7.2. The company is recommended to delineate the competence of the bodies and persons involved in the development, approval, application and evaluation of the internal control system included in the system of control over its financial and economic activities. It is recommended to entrust the development of internal control procedures to the internal control service (hereinafter referred to as the control and audit service), independent of the executive bodies of the company, and the approval of internal control procedures - to the board of directors of the company.

2. GENERAL MEETING OF SHAREHOLDERS

By participating in a company, shareholders risk the capital invested in it. It is the shareholders who are the owners of the company, so they should be able to receive a detailed and reliable report on the policy pursued by the company from the board of directors and executive bodies of the company. Holding a general meeting of shareholders provides the company with the opportunity to inform shareholders about its activities, achievements and plans less than once a year, to involve them in discussion and decision-making on the most important issues of the company's activities. For a minority shareholder, the annual general meeting is often the only opportunity to get information about the activities of the company and ask its management questions regarding the management of the company. By participating in the general meeting, the shareholder exercises his right to participate in the management of the company.

A necessary condition for shareholders' confidence in the company is the establishment of such a procedure for holding a general meeting that would ensure equal treatment of all shareholders and would not be excessively expensive and complicated for shareholders.

1. Convocation and preparation for holding a general meeting of shareholders

1.2. The Company provides shareholders with the opportunity to familiarize themselves with the list of persons entitled to participate in the General Meeting of Shareholders.

1.3. It is recommended that the information provided in preparation for the General Meeting of Shareholders, as well as the procedure for providing it, allow shareholders to get a complete picture of the company's activities and make informed decisions on agenda items.

1.5. The rights of shareholders to demand the convening of a general meeting of shareholders and to make proposals for the agenda of the meeting should not involve excessive difficulties in proving the existence of these rights.

The right of a shareholder to participate in the management of the company implies the ability to propose issues on the agenda of the general meeting and nominate candidates for members of the management bodies, as well as demand the convening of a general meeting. The legislation establishes certain requirements for the number of shares that a shareholder must own at the time of making the relevant offer. Most shares in Russia are issued in non-documentary form, and the legislation on the securities market makes it possible to record the rights to such shares both in the register and on a depo account with a depository. The company is not recommended to require the provision of any documents confirming the rights of a shareholder registered in the register. In this case, the company is recommended to check the availability of the relevant right in the registry. If the right to shares is recorded on a depo account, it is recommended that the statement of the relevant account be recognized as sufficient confirmation of the rights to shares.

1.6. When determining the place, date and time of the general meeting, it is recommended to proceed from the need to provide shareholders with a real and easy opportunity to participate in it.

1.7. It is recommended that each shareholder has the opportunity to exercise the right to vote in the simplest and most convenient way for him. There may be situations when it is more convenient for a shareholder to vote through a representative, who in this case must be issued a power of attorney. Legislation establishes formal requirements for such a power of attorney, failure to comply with which may lead to its invalidation. In order to avoid such a possibility, the company is recommended to send the shareholders a power of attorney form with a description of the procedure for filling it out along with the ballot paper form, and the shareholder is not obliged to use this form.

2. Holding a general meeting

2.1. It is recommended that the procedure for conducting a general meeting established by the company provide a reasonable equal opportunity for all persons present at the meeting to express their opinion and ask questions of interest to them.

2.2. The procedure for registration of participants in the general meeting provided for in the company should not create obstacles to participation in it.

2.3. An repeated general meeting of shareholders in large joint-stock companies (more than 500 thousand shareholders) is eligible if it is attended by shareholders holding in aggregate at least 20% of the votes of the company's outstanding voting shares.

In accordance with the law, the repeated general meeting of shareholders is competent (has a quorum) if it was attended by shareholders holding in aggregate at least 30% of the votes of the outstanding voting shares of the company. For companies with more than 500,000 shareholders, a smaller quorum may be established for holding a repeated general meeting of shareholders, if it is provided for in the company's charter.

In practice, the establishment of a low quorum can lead to a number of unfavorable consequences for shareholders. For example, this will make it possible for shareholders who own minor blocks of shares to make decisions at the general meeting, which will lead to a violation of the rights and legitimate interests of other shareholders, both minority shareholders and those who own significant blocks of shares. In addition, the legitimacy of a decision taken by a small number of persons entitled to participate in the general meeting of shareholders creates the prerequisites for non-compliance with the proper procedure for notifying shareholders of the holding of a repeated general meeting.

In this regard, it is recommended to establish in the charters of large companies that the repeated general meeting of shareholders is competent if it is attended by shareholders holding in aggregate at least 20% of the votes of the outstanding voting shares of the company.

2.4. The procedure for conducting a general meeting must ensure that the rights of shareholders are observed when summing up the results of voting.

The most important decisions related to the activities of the company are made by the general meeting of shareholders within its competence established by law. Decisions related to the day-to-day management of the current activities of the company are made by the executive bodies of the company.

At the same time, the definition of a strategy for the development of society and the exercise of control over the activities of its executive bodies require professional qualifications and efficiency. The legislation transfers decision-making on such issues to a special body of the company - the board of directors, which is elected at the general meeting of shareholders. In accordance with the legislation, the board of directors carries out general management of the company's activities, has broad powers and is responsible for the improper performance of its duties.

1. Functions of the board of directors

1.1. The Board of Directors determines the company's development strategy and adopts an annual financial and business plan.

Legislation imposes on the board of directors the duty to determine priority areas for the development of the company. Determining such directions, the board of directors sets the main guidelines for the company's activities in the long term.

It is advisable to conduct such an assessment annually in the form of approval by the board of directors upon presentation by the executive bodies of the financial and economic plan (budget) - a document of the company, which should reflect the expenses planned for the year for each of the company's activities, as well as the company's funds to cover these expenses. As part of this document, in particular, the production plan, the plan marketing activities, business plan investment projects carried out by society.

1.2. The Board of Directors ensures effective control over the financial and economic activities of the company.

1.3. The Board of Directors ensures the implementation and protection of the rights of shareholders, and also contributes to the resolution of corporate conflicts.

1.4. The Board of Directors ensures the efficient operation of the company's executive bodies, including through control over their activities.

1.5. The competence of the board of directors should be clearly defined in the charter of the company in accordance with its tasks.

The legislation leaves the possibility of assigning additional issues to the competence of the board of directors, in addition to those provided for by the legislation. These issues should be determined in connection with its functions in such a way as to eliminate ambiguity in the delimitation of the competence of the board of directors, executive bodies and the general meeting of shareholders.

2. Composition of the Board of Directors and its formation

2.1. The composition of the board of directors should ensure the most efficient implementation of the functions assigned to the board of directors.

2.3. It is recommended that members of the board of directors be elected through a transparent procedure that takes into account the diversity of opinions of shareholders, ensures that the composition of the board of directors complies with legal requirements, and allows the election of independent directors.

3. Duties of members of the board of directors

3.1. Members of the board of directors must conscientiously and reasonably perform the duties assigned to them in the interests of the company.

3.3. A member of the board of directors must not disclose and use confidential information about the company and insider information for personal interests or in the interests of third parties.

Knowledge by each member of the board of directors of his duties and the rights granted to him is of fundamental importance for ensuring the effectiveness of the implementation of the functions of the board of directors. In addition, a clear definition of the duties of members of the board of directors increases the possibility of holding them accountable in cases stipulated by law.

4. Organization of the activities of the board of directors

4.1. The chairman of the board of directors must ensure the effective organization of the activities of the board of directors and its interaction with other bodies of the company.

4.3. It is recommended that the form of the meeting of the board of directors be determined taking into account the importance of the agenda items. Considering that only the in-person form of meetings of the board of directors makes it possible to organize a discussion of agenda items, the most important issues should be resolved at meetings held in-person.

4.4. The procedure for convening and preparing for the meeting

Board of Directors should provide members of the Board of Directors with the opportunity to properly prepare for its holding.

4.5. Members of the board of directors should be provided with the opportunity to obtain all the information necessary for the performance of their duties.

4.6. The Strategic Planning Committee promotes

improving the efficiency of the company in the long term.

The Strategic Planning Committee is called upon to play a major role in determining the strategic goals of the company, developing priority areas for its activities, developing recommendations on the company's dividend policy, evaluating the company's performance in the long term and making recommendations to the board of directors on adjusting the company's existing development strategy, based on the need increasing the efficiency of the company's activities, taking into account trends in commodity markets and capital markets, performance of the company and its competitors, as well as other factors.

4.7. The Audit Committee provides control of the Board of Directors over the financial and economic activities of the company.

The Audit Committee ensures the actual participation of the Board of Directors in exercising control over the financial and economic activities of the company.

4.8. The Human Resources and Remuneration Committee contributes to attracting qualified specialists to the management of the company and creating the necessary incentives for their successful work.

4.9. The Committee for the Settlement of Corporate Conflicts contributes to the prevention and effective resolution of corporate conflicts with the participation of shareholders of the company.

4.10. The Ethics Committee contributes to the observance of ethical norms by society and the building of trusting relationships in society.

The Ethics Committee formulates the ethical rules for the activities of the company, taking into account its sectoral affiliation. Society is encouraged to develop internal document approved by the board of directors and containing ethical rules for the company's activities.

4.12. In order to establish a real mechanism for the responsibility of members of the board of directors in the company, it is recommended to keep, along with the minutes, transcripts of meetings of the board of directors.

5. Remuneration of members of the board of directors. It is recommended that the remuneration of members of the board of directors be equal for all members of the board of directors.

6. Responsibility of members of the board of directors. Members of the Board of Directors are liable for improper performance of their duties.

4. EXECUTIVE BODIES OF THE COMPANY

The executive bodies of the company, which include the collegial executive body (management board) and the sole executive body (general director, managing organization, manager), are a key link in the corporate governance structure.

In accordance with the legislation, the executive bodies are entrusted with the current management of the company's activities, which implies their responsibility for the implementation of the company's goals, strategy and policy. The executive bodies are obliged to serve the interests of the company, that is, to manage the activities of the company in such a way as to ensure both the receipt of dividends by shareholders and the possibility of developing the company itself.

To achieve these goals, the executive bodies primarily solve the following tasks: they are responsible for the daily work of the company and its compliance with the financial and economic plan, as well as conscientiously, timely and efficiently execute the decisions of the board of directors of the company and the general meeting of shareholders.

Performing the functions assigned to them, the executive bodies have broad powers to dispose of the company's assets, so the work of the executive bodies should be organized in such a way as to exclude distrust on the part of shareholders. Trust, on the other hand, should be ensured both by high requirements for personal and professional qualities officials of the executive bodies, as well as the procedures of effective control by the shareholders existing in the company.

1. Competence of executive bodies

1.2. Executive bodies must act in accordance with the financial and economic plan of the company.

The activity of the company is carried out on the basis of the financial and economic plan, annually approved by the board of directors.

2. Composition and formation of executive bodies

2.1. The composition of the company's executive bodies should ensure the most efficient implementation of the functions assigned to the executive bodies.

3. Obligations of executive bodies

3.1. The general director (managing organization, manager) and members of the board must act reasonably and in good faith in the interests of the company.

3.2. The General Director (managing organization, manager) and members of the management board shall not disclose or use confidential and insider information about the company for personal gain and in the interests of third parties.

3.3. Executive bodies must take into account the interests of third parties to ensure the effective operation of the company.

The main task of the activities of the executive bodies is to ensure the efficient operation of the company.

3.4. The executive bodies must create an atmosphere of interest of the company's employees in the efficient operation of the company.

The executive bodies should strive to ensure that each employee values ​​his work in society, realizes that his financial situation depends on the results of the work of the society as a whole.

4. Organization of work of executive bodies. The organization of the meetings of the board must ensure the effectiveness of its activities.

5. Remuneration of the executive body. It is recommended that the remuneration of the general director (manager) and members of the collegiate executive body correspond to their qualifications and take into account their real contribution to the results of the company's activities.

6. Responsibility of the general director (managing organization, manager) and members of the board of the company. The general director (managing organization, manager) and members of the board of the company are responsible for the improper performance of their duties.

5. SIGNIFICANT CORPORATE ACTIONS

The performance by a company of a number of actions that can lead to fundamental corporate changes, including changes in the rights of shareholders, is commonly referred to as significant corporate actions. Significant corporate actions should be accompanied by maximum openness and transparency. When performing such actions, the company must be guided by the principles of trust and openness enshrined in this Code.

Significant corporate actions primarily include such actions as the reorganization of the company, the acquisition of 30 percent or more of the company's outstanding shares (takeover), which significantly affect the structural and financial condition of the company and, accordingly, the position of shareholders. Significant corporate actions also include big deals and transactions in which there is an interest, a decrease or increase in the authorized capital, amendments to the company's charter and a number of other issues, the solution of which is fundamental for the company.

Taking into account the significance of significant corporate actions, the company must provide shareholders with the opportunity to influence their performance. This goal is achieved by establishing a transparent and fair procedure based on proper disclosure of information about the consequences that such actions may have on society.

Major transactions and other transactions of the company, made in accordance with the procedure established for major transactions

Acquisition of thirty or more percent of the placed ordinary shares(hereinafter - absorption). The board of directors of the company is recommended to bring to the attention of the shareholders its opinion on the planned takeover.

· Reorganization of society. The board of directors should actively participate in determining the conditions for the reorganization of the company.

6. DISCLOSURE OF INFORMATION ABOUT THE COMPANY

Disclosure of information is extremely important for assessing the activities of the company by shareholders and potential investors. Disclosure of information about the company helps to attract capital and maintain confidence in the company. Insufficient and unclear information about a society, on the contrary, can hinder its successful functioning. Shareholders and investors require accessible, regular and reliable information, including for the purpose of monitoring the executive bodies of the company and making competent decisions on the evaluation of their activities. On the other hand, it is extremely important that disclosure requirements are not in conflict with the public interest and that confidential information is not disclosed, as this may cause harm to the public. However, any restriction on disclosure should be strictly regulated.

The purpose of disclosing information about the company is to bring this information to the attention of all persons interested in receiving it to the extent necessary to make an informed decision on participation in the company or perform other actions that could affect the financial and economic activities of the company.

The main principles of disclosure of information about the company are the regularity and efficiency of its provision, the availability of such information to the majority of shareholders and other interested parties, the reliability and completeness of its content, maintaining a reasonable balance between the openness of the company and the observance of its commercial interests.

The information provided by the society must be balanced. When covering its activities, the company under no circumstances should avoid disclosing negative information about itself, which is significant for shareholders and potential investors.

When disclosing information, its neutrality must be ensured, that is, the preferential satisfaction of the interests of some groups of information recipients over others is excluded. Information is not neutral if the choice of its content or form of presentation is intended to achieve certain results or consequences.

1. Information policy of the society. The information policy of the company should ensure the possibility of free and easy access to information about the company.

2. Forms of information disclosure.

2.2. In the company's quarterly report for the fourth quarter, it is recommended to disclose Additional information. The quarterly report of the company must contain information on its activities for the quarter provided for by law.

2.3. The company must promptly disclose information about all facts that may be of significant importance to shareholders and investors.

The Regulations on the information policy of the company should provide for a more detailed list of material facts that the company is recommended to disclose.

3. Providing information to shareholders

3.2. When preparing and holding a general meeting of shareholders, shareholders of the company are recommended to provide all material information on each item on the agenda.

4. Information constituting a commercial or official secret. Insider information.

4.1. Information constituting a commercial or official secret must be protected.

4.2. The company must exercise control over the use of insider information.

7. CONTROL OVER THE FINANCIAL AND ECONOMIC ACTIVITIES OF THE COMPANY

The company's system of control over its financial and economic activities is aimed at ensuring investors' confidence in the company and its management bodies. The main purpose of such control is to protect the investments of shareholders and the assets of the company.

1. The system of control over the financial and economic activities of the company

1.1. The Company must ensure the creation and effective functioning of a system of daily control over financial and economic activities.

1.2. It is recommended to delineate the competence of the bodies and persons involved in the development, approval, application and evaluation of the effectiveness of internal control procedures included in the system of control over the financial and economic activities of the company.

1.3. The composition of the audit committee, the audit commission and the control and audit service of the company should allow for effective control over the financial and economic activities of the company.

Directly at the meetings of the audit committee on the implementation of the financial and economic plan, compliance with internal control procedures in the company, risk management, non-standard operations, the head of the control and audit service of the company, others officials companies, as well as representatives of the audit organization.

2. Control over the performance of business transactions

2.1. The financial and economic operations of the company, carried out within the framework of the financial and economic plan, are subject to subsequent control.

2.2. Non-standard transactions require prior approval of the board of directors of the company.

3. Organization of the activities of the audit commission. The procedure for carrying out inspections by the audit commission of the company should ensure the effectiveness of this mechanism of control over the financial and economic activities of the company.

4. Audit check. The audit should be carried out in such a way that it results in obtaining an objective and complete

information about the activities of the company.

8. DIVIDENDS

1. Determining the amount of dividends.

1.2. Information on the adoption of the decision (on the announcement) on the payment of dividends should be sufficient to form an accurate idea of ​​the availability of conditions for the payment of dividends and the procedure for their payment.

1.3. The procedure for determining the amount of dividends should exclude the possibility of misleading shareholders about their size.

In accordance with the law, dividends on ordinary and preferred shares are paid out of the company's net profit. When determining the amount of net profit, the company should proceed from the fact that the amount of net profit for the purposes of determining the amount of dividends should not differ from the amount of net profit for the purposes of accounting, since otherwise the amount of dividends will be calculated on the basis of an underestimated or overestimated amount, which means a significant infringement of the interests of shareholders.

2. Payment of dividends. The procedure for paying dividends should best facilitate the exercise of the right of shareholders to receive them.

3. Consequences of incomplete or late payment of dividends.

Non-fulfillment or improper fulfillment by the company of the obligation to pay declared dividends is a violation of the law and significantly undermines the trust in the company. In this regard, the company should establish such a procedure for paying dividends, under which, in case of its violation, the board of directors of the company, together with the audit commission, would have the right to reduce the amount of remuneration to the general director (managing organization, manager) and members of the management board or release them from their duties.

9. SETTLEMENT OF CORPORATE CONFLICTS

Carrying out entrepreneurial activities by a company, successfully solving problems and achieving the goals set for the company upon its establishment, are possible only if there are conditions in it for the prevention and settlement of corporate conflicts - conflicts between the company's bodies and its shareholders, as well as between shareholders, if such a conflict affects the interests of society.

Prevention and settlement of corporate conflicts in the company equally allows to ensure observance and protection of the rights of shareholders and protect property interests and business reputation society. Both the prevention and settlement of corporate conflicts are facilitated by the exact and unconditional observance by the company of the law, as well as its conscientious and reasonable behavior in relations with shareholders.

The following provisions on pre-trial settlement of corporate conflicts do not prevent persons whose rights have been violated from applying to the judicial authorities.

1. General Provisions.

Efficiency of work on the prevention and settlement of corporate conflicts implies the most complete and prompt identification of such conflicts, if they have arisen or may arise in society, and clear coordination of the actions of all society bodies.

The company's position in a corporate conflict should be based on the provisions of the law.

2. The procedure for the work of the company's bodies to resolve corporate conflicts.

The competence of the company's bodies to consider and resolve corporate conflicts is recommended to be clearly delineated. It is recommended that the sole executive body, on behalf of the company, resolve corporate conflicts on all issues, the adoption of decisions on which is not within the competence of other bodies of the company, so that the board of directors of the company resolves corporate conflicts on issues within its competence.

The main task of the company's bodies in the process of resolving a corporate conflict is to find a solution that, being legal and justified, would meet the interests of the company. Work to resolve the conflict is recommended to be carried out with the direct participation of the shareholder through direct negotiations or correspondence with him.

3. Participation of the company in the settlement of corporate conflicts between shareholders

In the event of a corporate conflict between the shareholders of the company that can affect the interests of the company itself or its other shareholders, the body of the company responsible for considering this dispute should decide whether this dispute affects the interests of the company and whether its participation will contribute to the settlement of such a dispute, and take all necessary and possible measures to resolve

such a conflict.

CONCLUSION

In conclusion, it should be noted that the application of corporate behavior standards is the protection of the interests of not only shareholders, but also other employees of the Company - the Code of Corporate Conduct is the same for everyone. Improving corporate behavior is the most important measure needed to increase investment, and one of the ways to improve this can be the introduction of certain standards established on the basis of the analysis of the best corporate behavior practice. All provisions of the Code are advisory in nature, it is the choice of each employee of the organization to obey them or not. But if the employee is interested in the development of the organization in which to work, a certain standard of behavior will help him in the implementation of the tasks assigned to him. And, as a rule, All employees of the Company voluntarily assume obligations to comply with the principles, norms and rules of business conduct established in this Code. The Code describes the values ​​and ethical principles on which work is based, and defines uniform standards of conduct in the company. A clear understanding of the moral guidelines of activity is necessary for the coordinated work of all departments. Defining the values ​​and strategic goals of the company will help each employee understand how the organization develops, on what principles it builds relationships with shareholders and customers, what it expects from its employees. The adoption of the code will be a serious step in the development of companies and will help in achieving their goals.

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