Regulations on the Directorate for Corporate Communications. Documentation. Key Information Resources

In accordance with the Federal Law of December 26, 1995 N 208-FZ "On joint-stock companies ah" and the Civil Code of the Russian Federation, in order to improve the efficiency of corporate governance in joint-stock companies with the participation of the Russian Federation by standardizing and regulating the activities of the corporate secretary in joint-stock companies with state participation, I order:

2. I reserve control over the execution of this order.

Guidelines for organizing the work of a corporate secretary in a joint-stock company with state participation

Introduction

The main task of the corporate secretary in a joint-stock company with state participation is the effective implementation of corporate policy and the organization of effective communications between shareholders, management and control bodies and the joint-stock company itself.

At present, the importance of the position of a corporate secretary in joint-stock companies with state participation is due to a number of objective reasons:

An increase in the number and complexity of corporate procedures, the implementation of which is provided for by Russian legislation, aimed at protecting the rights and property interests of shareholders and investors. Compliance with the requirements of corporate legislation in full is a rather laborious task, requires special knowledge and high qualifications from the relevant specialists;

Simultaneous increase in administrative, criminal and civil liability for non-compliance with relevant legal requirements. At the same time, both the joint-stock company with state participation itself and members of the board of directors and officials may be held liable on this basis;

Fixing in the internal regulations of joint-stock companies with state participation, in accordance with the recommendations of the "best world practice of corporate governance", additional obligations assumed by a joint-stock company with state participation in relation to its shareholders, with the aim of improving the image of a joint-stock company with state participation, increasing investment attractiveness its securities, increasing the degree of confidence in this joint-stock company of its counterparties. Fulfillment of such obligations also requires a joint-stock company with state participation to perform certain corporate procedures;

Intensification of work to improve the efficiency of the boards of directors of joint-stock companies with state participation, leading to an increase in the volume of document flow to ensure the preparation of meetings of this management body and its committees, control over the implementation of their decisions;

An increase in the volume of communication between authorities, shareholders and a joint-stock company with state participation and the need to centralize these interaction processes.

1. Mission, status, subordination of the corporate secretary

In accordance with the Code of Corporate Governance of the Russian Federation, the corporate secretary is an official of a joint-stock company who ensures that the company complies with the requirements of the current legislation, the charter and internal documents of the company that guarantee the exercise of the rights and legitimate interests of shareholders.

The activities of the corporate secretary of a joint-stock company with state participation (hereinafter referred to as the corporate secretary) are aimed at improving the efficiency of managing a joint-stock company with state participation (hereinafter referred to as a state company) in the interests of its shareholders, increasing the investment attractiveness of a state-owned company, increasing its capitalization, and increasing business profitability.

Thus, the corporate secretary plays the role of representing the interests of the shareholders. Its activities are aimed not only at protecting the rights, but also at ensuring the property interests of shareholders, expressed in the interest of the shareholder, both in the growth of the capitalization of the state-owned company and in improving management efficiency.

The status of an official indicates the need to vest the corporate secretary of a state-owned company with a certain amount of power and administrative powers in relation to employees and managers of a state-owned company.

At the same time, in order to avoid a conflict of interest, the corporate secretary of a state-owned company should be as independent as possible from the executive bodies of the state-owned company.

The independence of the corporate secretary of a state-owned company is ensured by assigning the following issues to the competence of the board of directors of a state-owned company:

1) approval of a candidate for the position of corporate secretary and making a decision to terminate his powers;

2) approval of the regulation on the corporate secretary;

3) assessment of the work of the corporate secretary and approval of reports on his work;

4) payment of additional remuneration to the corporate secretary (inclusion of the corporate secretary in the motivation system of the state company's management).

Since the competence of the board of directors is determined by the Federal Law "On Joint Stock Companies" and the charter of the state company, such an expansion of the competence of the board of directors requires the introduction of appropriate changes to the charter of the state company.

It is recommended to introduce into the documents of state-owned companies a requirement that the corporate secretary report in his activities to the board of directors (chairman of the board of directors). In practice, it is difficult to achieve complete independence of an employee of a state-owned company from management: the rules of work schedule, the procedure for sending on business trips or at conferences, and the material support for the employee’s workplace are, as a rule, the same for all employees of a state-owned company.

The corporate secretary of a state-owned company is in double subordination: administratively, he reports to the sole executive body of the state-owned company, and functionally - to the chairman of the board of directors of the state-owned company.

At the same time, the corporate secretary is responsible for the results of his activities to the board of directors and shareholders of the state-owned company.

In large state-owned companies, in order to ensure the activities of the corporate secretary, it is recommended to form a special structural unit - the Office of the Corporate Secretary. It is recommended that the procedure for the creation and functioning of this division be fixed in the Regulations on the Corporate Secretary.

The functions of the corporate secretary of a state-owned company (Office of the corporate secretary) are subdivided into organizational work to ensure the functioning of the Board of Directors, legal expertise of documents issued by a state-owned company, and disclosure of information to regulators and stock exchanges. The absence of a unified responsible person for the above issues often leads to inefficient coordination of actions, to violations of the requirements of corporate law in a timely manner, which leads to penalties, especially on issues of timely and complete disclosure of information. On the other hand, excessive centralization of functions related to the implementation of corporate governance procedures by one person (division) should not be considered as a mandatory requirement. It all depends on the scale, organizational structure of the state-owned company and the established procedures for interaction between the participants in the management process.

Distribution of the functions of the Office of the Corporate Secretary between different divisions does not relieve the responsibility of the Corporate Secretary or the structure of the Corporate Secretary for compliance with corporate procedures.

In order to avoid a conflict of interest in conditions of dual subordination, we recommend that a person acting as a corporate secretary should not combine other official duties putting him in a subordinate position in relation to management. However, the practice of many state-owned companies shows that such a combination is permissible, provided that the procedure for appointing a corporate secretary by the board of directors is preserved. The functions of a corporate secretary may be assigned to an employee of the company also on the terms of internal combination.

In some state-owned companies, the position of an employee who, due to his functional duties, is usually called a corporate secretary, has a different name: head of the apparatus of the board of directors, head of the corporate relations department, director of corporate governance, etc. This practice cannot be considered optimal. The use of such an approach does not allow ensuring the due independence of the corporate secretary and his functional subordination to the board of directors.

Legal regulation of the institution of a corporate secretary in Russia is practically absent and is limited to the job qualifications of a corporate secretary included in the Directory of positions of workers and employees (introduced by Order of the Ministry of Health and Social Development of the Russian Federation of September 17, 2007 N 605), as well as the relevant section of the Code of Corporate Conduct of the Russian Federation, which is advisory in nature.

In the absence of legal regulation of the corporate secretary at the level of Federal legislation and by-laws in order to avoid uncertainty legal status and the areas of responsibility of this employee, the boards of directors of state-owned companies should develop and approve an internal regulatory act - the Regulations on the Corporate Secretary, which should contain the following sections:

1) General provisions: the goals of introducing the institution of a corporate secretary are reflected;

2) The procedure for appointing a corporate secretary: the procedure for nominating a candidate for the position of a corporate secretary, the procedure for considering a candidate and making a decision on appointment, the procedure for concluding and term of the contract, the procedure and grounds for making a decision on early termination of the powers of a corporate secretary;

3) Functions of the corporate secretary - detailed description functions and tasks facing the corporate secretary of this state-owned company;

4) Rights, duties of the corporate secretary;

5) Responsibility of the corporate secretary.

6) Conditions and procedure for paying remuneration to the corporate secretary.

2. Main tasks and functions of the corporate secretary

The composition of the tasks assigned to the corporate secretary may be different in different state-owned companies. The differentiation of the functional model is determined, first of all, by the characteristics of the state-owned company.

Below is the functional model of the activities of the corporate secretary of a public state company, which is the most complete.

1. Providing advice to members of the board of directors, management, shareholders of a state-owned company on corporate law and governance issues.

The implementation of this function is aimed at preventing actions on the part of the management bodies of the state company that lead to violation of the requirements of the law, the charter and internal documents of the state company, the commission of actions that contradict decisions previously taken by the management bodies, as well as actions that can give rise to a conflict in the relationship between shareholders, the state company itself , its managers and other stakeholders.

Such consultations are provided by the corporate secretary during meetings of collegiate management bodies, at the request of shareholders, the sole executive body, members of the Board of Directors and the Management Board, as well as on their own initiative.

Noteworthy is the practice of posting answers to questions frequently asked by shareholders to the corporate secretary on the website of a state-owned company.

2. Monitoring compliance with the requirements of corporate legislation, the charter and internal documents of the state company, monitoring the observance of the rights and property interests of shareholders when making decisions by the management bodies of the state company.

This control is carried out in order to protect the rights and property interests of shareholders, as well as to prevent the application of sanctions against the state-owned company, members of its board of directors and officials in case of violation of legal requirements, and to reduce the risk of corporate conflicts.

When exercising control functions, the corporate secretary should pay special attention to compliance with legal norms related to the approval of major transactions and related-party transactions; execution of the decision adopted by the general meeting of shareholders on the payment of dividends; the validity of the conversion ratios proposed for approval by the general meeting of shareholders in the process of making a decision on the reorganization; compliance with the requirements for the placement of additional shares at market value when making a decision to increase the authorized capital, as well as other significant corporate actions, the commission of which can cause damage to shareholders.

Tools for this function include:

Initiation of the development of regulations for the performance of relevant corporate actions with a clear definition of the areas of responsibility of individual managers;

Carrying out inspections and preparing reports/conclusions based on the results of such inspections;

Giving the corporate secretary the right to require officials of the state company to provide written explanations on the fact of detected violations, as well as the right to demand actions aimed at correcting such violations;

Making it obligatory for the corporate secretary to inform the chairman of the board of directors of all detected violations;

Granting the corporate secretary the right to bring issues related to such violations to the board of directors, as well as to demand sanctions against those responsible.

3. The corporate secretary has a special role in building a corporate governance system and ensuring the requirements of corporate legislation after privatization unitary enterprises, as well as in the case of adoption of appropriate decisions and subsequent alienation of shares from state ownership. In accordance with established practice, the powers of the sole executive body of a state-owned company created as a result of corporatization of a state unitary enterprise, as a rule, remain with the director of the unitary enterprise. Such a manager often turns out to be unfamiliar with the specific requirements of corporate legislation, which leads to an increased risk of administrative and other sanctions being applied to the joint-stock company and members of its management bodies.

The corporate secretary has a special role in the implementation of the state policy on the election of professional attorneys and independent directors (hereinafter referred to as professional directors) to the boards of directors of state-owned companies. Since such directors are elected at the initiative of the state as a shareholder and, as a rule, do not have contacts with the state company until the moment of election, the corporate secretary becomes a link between professional directors, communicating between them and the management of the state company.

In particular, the corporate secretary helps the newly elected professional director to get acquainted with the state-owned company and its management, provides the documents of the state-owned company requested by the professional director, and the professional director sends his proposals to the management through the corporate secretary.

The corporate secretary has a special role in the implementation of the state policy on the development of corporate governance practices in state-owned companies. The state is pursuing a consistent policy to improve the level of corporate governance in state-owned companies, bringing it in line with the best international standards. For these purposes, the state, as a shareholder, puts forward wide range initiatives, giving appropriate directives to their representatives and professional attorneys elected to the boards of directors of state-owned companies (hereinafter referred to as the Representatives of the Interests of the Russian Federation). The implementation of these initiatives, as a rule, is associated with the development and adoption by the authorized management bodies of the state-owned company of relevant internal regulations.

The tasks of the corporate secretary include organizing and participating in the development of such regulations.

Its equally important task is to control the strict observance of the adopted internal regulations. In this work, it is important for the corporate secretary to overcome the "formal approach" of state-owned companies to the requirements of the state, when state-owned companies, although they adopt an internal regulatory act, but the text of such a document is declarative in nature, and / or in the future do not fulfill their obligations. An example is the situation when the board of directors of a state-owned company decides to create an audit committee, approves the regulation on such a committee, but not a single meeting of the committee is held during the year.

The corporate secretary, within its competence, ensures the provision of documents and information upon request government agencies management. The Federal Property Management Agency, exercising the rights of a shareholder of a state-owned company on behalf of the state, periodically sends various requests to state-owned companies for information. The task of ensuring the execution of such information requests lies with the corporate secretary. A feature of this work is the need to organize information exchange between the state-owned company and authorities using the functionality of the Interdepartmental Portal for State Property Management (hereinafter referred to as the MV Portal). The corporate secretary must have the skills to work with relevant IT technologies.

The corporate secretary takes part in the preparation of directives for voting by members of the board of directors. Since the Representatives of the Interests of the Russian Federation on certain issues vote on the basis of voting directives, the board of directors will not be able to make decisions in the absence of such directives.

The tasks of the corporate secretary include sending documents and materials on issues submitted to the meeting of the board of directors to the Federal Property Management Agency in an amount sufficient to develop such directives, as well as all assistance in accelerating the process of obtaining directives by members of the board of directors who are civil servants and professional attorneys.

4. Organization of preparation and provision of holding the general meeting of shareholders.

Participation in the general meeting of shareholders is the main form of exercising the right of shareholders to participate in the management of a joint stock company. The corporate secretary must ensure the implementation of the procedures for preparing and holding general meetings of shareholders in strict accordance with the requirements of the law, strive to ensure that shareholders have an easy opportunity to take part in the meeting, eliminating bureaucratic and essentially unreasonable requirements that prevent their participation in the meeting. If necessary, the corporate secretary must be ready to act as an arbitrator in the event of conflicts between shareholders, the state company itself, the counting commission on the participation of a shareholder in the meeting, while acting objectively, in accordance with the requirements of the law and based on the presumption of protection of the rights and balance of interests of shareholders.

In particular, the corporate secretary:

Accepts proposals from shareholders on the agenda of the general meeting and nomination of candidates for elected bodies received by the state company; keeps records of incoming proposals and conducts their examination; informs the chairman of the board of directors about the proposals of the shareholders no later than the day following the day of their receipt, attaching their own legal assessment upon the fact of the proposal received; in established cases sends to shareholders the decision of the board of directors adopted on the proposal received;

Accepts requests from shareholders and other authorized persons to hold an extraordinary general meeting of shareholders; keeps a record of incoming proposals and conducts their legal examination; informs the chairman of the board of directors about the proposals of the shareholders no later than the day following the day of their receipt, attaching their own legal assessment upon the fact of the proposal received; sends (otherwise publicly informs, and also places on the MB Portal) to the shareholders the decision of the Board of Directors adopted on the proposal received;

Requests the consent of persons nominated for elective office to run for office;

Prepares draft decisions of the Board of Directors, which must be adopted in the process of preparation for the General Meeting of Shareholders;

Organizes and participates in the preparation of the annual report of the state company and other documents provided to shareholders in the process of preparation for the general meeting of shareholders;

Based on the decision of the board of directors to hold a general meeting, requests a list of persons entitled to participate in the general meeting of shareholders from the registrar of a state-owned company;

In cases prescribed by law, provides shareholders with a list of persons entitled to participate in the general meeting of shareholders, and prepares extracts from this list;

Prepares a draft notification of shareholders about the upcoming general meeting, layouts of voting ballots, organizes and controls the distribution of relevant notifications, and in established cases - sets of ballots, receives and ensures the storage of documents confirming the distribution, ensures compliance with other requirements of the law and internal documents of the company on notifying shareholders of the forthcoming general meeting of shareholders;

Provides shareholders with access to documents that must be provided to persons entitled to participate in the general meeting, and also prepares, certifies and provides copies of these documents at the request of the shareholder;

Ensures accounting of completed voting ballots received by the state company and transfers them to the counting commission;

Advises the chairman of the meeting on legal issues arising in the course of the meeting;

Acts as secretary of the meeting;

Responds to the questions of the participants of the general meeting related to the procedure for holding it;

Carries out control over the work of the counting commission, receives from the counting commission a protocol, ballot papers, powers of attorney, organizes the storage of named documents;

Prepares draft reports on voting results, minutes of the general meeting of shareholders;

Based on the decision of the general meeting of shareholders, requests from the registrar of the state company a list of persons entitled to receive income, other lists of shareholders necessary for the exercise by shareholders of their rights;

If necessary, prepares and certifies extracts from the minutes of general meetings of shareholders, as well as copies of such documents;

In the event of conflicts between the state company and the shareholder regarding the participation of the latter in the general meeting of shareholders, he takes part in the analysis and settlement of such a conflict, if the resolution of the conflict is left to the discretion of the court, he participates in the preparation of documents necessary for judicial review.

5. Ensuring the work of the Board of Directors.

The Board of Directors is a collegial management body representing the interests of shareholders in the period between general meetings of shareholders, setting goals, selecting a management team, and monitoring the work of managers. The activities of the board of directors are carried out in the interests of shareholders. In this regard, it seems especially important to ensure the procedure for preparing and holding meetings of the board of directors, aimed at making sound management decisions, as well as subsequent control over their implementation.

Corporate Secretary:

Collects information about candidates for the Board of Directors in order to provide it to the participants of the relevant general meeting of shareholders;

Ensures the introduction of newly elected professional directors "up to date", including familiarization of the newly elected professional director with the state-owned company and its internal documents, organizes a meeting of such directors with the management of the state-owned company;

Provides assistance to the members of the Board of Directors in the performance of their functions, including providing the members of the Board of Directors with the information and documents of the state company requested by them;

Participates in the preparation of the draft work plan of the board of directors, controls its implementation;

Participates in the formation of the agenda of the next meeting of the Board of Directors;

Notifies members of the board of directors and invited persons about upcoming meetings of the board of directors;

Controls the preparation and sends to the members of the board of directors materials on the agenda of the meeting of the board of directors;

Keeps records and brings to the attention of the members of the Board of Directors participating in the meeting information on the written positions on the issues under consideration received from the absent members of the Board of Directors;

Participates in the meetings of the Board of Directors, ensures that the minutes of the Board of Directors meetings are kept;

When holding an absentee meeting of the board of directors, it produces voting ballots (questionnaires), distributes ballots and collects received ballots, and sums up the voting results on the agenda items of the meeting of the board of directors;

Organizes the storage of minutes of the board of directors, in established cases - provides copies of the minutes, extracts from the minutes of the board of directors, certifies their authenticity;

On behalf of the members of the board of directors - receives from the divisions of the state company and provides to the members of the board of directors Required documents and information about the activities of the state-owned company;

Controls the implementation of targeted decisions of the board of directors;

Controls the timely payment of remuneration and compensation to members of the Board of Directors;

Ensures compliance with the procedure for making decisions on major transactions and related party transactions.

Posts all the necessary information about the activities of the state-owned company on the MB Portal, including minutes of meetings of boards of directors and general meetings of shareholders.

6. Ensuring the work of committees of the Board of Directors.

Committees of the Board of Directors are created for preliminary in-depth consideration of issues submitted for consideration by the Board of Directors, as well as for the development of recommendations to management on issues within the competence of the committees.

Corporate Secretary:

Places on the MB Portal information about the presence of committees of the Board of Directors in the state company;

Participates in the preparation of draft work plans for committees of the Board of Directors, controls their implementation;

Notifies members of the committee of the board of directors and invited persons about upcoming meetings of the board of directors;

Controls the preparation and sends to the members of the committees of the Board of Directors materials on the agenda of the meeting of the Committee of the Board of Directors;

Participates in meetings of committees of the board of directors, ensures that minutes of the meeting of the board of directors are kept.

7. Disclosure of information, storage of documents and provision of documents and information about the state-owned company at the request of shareholders.

Disclosure of information is an important part of the corporate governance system of a state-owned company, aimed both at increasing the investment attractiveness of the state-owned company's securities and at ensuring control by shareholders and other interested parties over the activities of the state-owned company and its management bodies. The obligations of a state-owned company to disclose information are determined by the legislation of the Russian Federation, the charter and internal documents of the state-owned company and are differentiated depending on the specifics of the organizational and legal status of the state-owned company.

Following the recommendations of the "world's best corporate governance practice," many state-owned companies are developing an internal document - a regulation on information policy, under which they assume additional obligations to publicly disclose information about the state-owned company and the results of its activities. This provision discloses both the amount of additional information to be disclosed and the manner in which it is disclosed.

The legislation of the Russian Federation also provides for the right of shareholders to get acquainted with documents and information about the activities of a state-owned company outside the procedures for public disclosure of such information.

In general, the corporate secretary:

Organizes and controls (carries out) compliance with the requirements of the legislation on public disclosure of information, including when preparing and disclosing information in the form of an annual report, quarterly reports of the issuer, material facts, as well as documents and information related to the issue and circulation of securities on an organized stock market, information to be disclosed on the website of the state-owned company;

Controls the disclosure of information in accordance with the requirements of the internal documents of the state company, including the timeliness of posting and updating the relevant information on the website of the state company on the Internet;

Ensures the storage of documents named in Article 89 of the Federal Law "On Joint Stock Companies";

Provides shareholders with access to the above documents in the prescribed manner, including through the use of the MB Portal;

Organizes the production of copies of documents at the request of shareholders;

Prepares and submits reports on corporate governance in accordance with the Exchange Trading Rules;

Discloses information about corporate governance in a state-owned company to all interested parties.

Participates in the development and implementation of the information policy of the state company;

Organizes the collection of information in the subdivisions of the state-owned company, in its subsidiaries (dependent) companies, as well as other affiliated persons of the state-owned company;

Controls the presentation of information by divisions of the state-owned company, its subsidiaries (dependent) companies, as well as other affiliates of the state-owned company;

Forms a unified automated system for placement, storage and authorized access to corporate documents of the state company, its subsidiaries (dependent) companies, as well as other affiliates of the state company;

Keeps records of affiliated persons of the state company;

Collects information about members of the board of directors and executive bodies of the state company and their affiliates in accordance with the requirements of the current legislation;

Analyzes information received from divisions of the state company, its subsidiaries (affiliates), as well as other affiliates of the state company, in order to identify and monitor legal risks in the field of corporate relations and reputational risks.

8. Ensuring the implementation of corporate procedures.

The corporate secretary participates in the implementation of corporate procedures provided for by law related to ensuring the protection of the rights and interests of shareholders. These procedures include: issuance procedures; reorganization and liquidation of a state-owned company; redemption of shares at the request of shareholders in cases established by law; acquisition of shares on the basis of decisions of the state company's management bodies; dividend payment; procedures related to sending a voluntary, mandatory offer, requests for the repurchase of shares, etc.

Corporate Secretary:

Initiates the development and adoption by the state company of internal documents regulating the procedure for implementing the relevant procedures and containing a detailed description of the actions of shareholders intending to exercise their rights, including the forms of documents and the procedure for certifying signatures;

Explains to shareholders the requirements of the legislation, the procedure for implementing the relevant procedures, provides practical assistance in exercising the rights of shareholders;

Provides the board of directors with a report on the results of the implementation of corporate procedures and on the revealed facts of violation of the requirements of the law and the rights of shareholders.

The corporate secretary organizes and controls the implementation of procedures established by law and internal documents of the state company that ensure the implementation of the rights and legitimate interests of shareholders, including:

Procedures for the approval of major transactions and related-party transactions by the Board of Directors and the general meeting of shareholders of a state-owned company in accordance with the requirements of Russian law, depending on whose competence is the approval of such a transaction;

Procedures related to the implementation of the decision of the state company's management bodies to acquire its own shares, as well as the requirements of shareholders to buy back the state company's shares belonging to them;

Procedures for the pre-emptive right of acquisition by state company shareholders of placed additional shares and issuance securities convertible into shares;

Procedures related to the acquisition by a shareholder of a state-owned company, together with its affiliates, of a package of 30, 50, 75, 95 percent of the shares of a state-owned company, as well as the forced redemption of shares from shareholders of a state-owned company;

Other rules and procedures established by the current legislation and internal documents of the state company.

9. Development of corporate governance practices in a state-owned company.

For the purposes of this document, corporate governance is understood as a set of rules and procedures enshrined in corporate legislation, internal documents of a state company and strictly implemented by it, which determine the structure, competence and procedure for the work of the state company's management bodies, the procedure for making the most important management decisions, the procedure for performing actions affecting the rights and property the interests of shareholders, as well as the composition and procedure for exercising their rights by shareholders.

The tasks of the corporate secretary are:

Monitoring corporate legislation and initiating amendments to the charter, internal documents of the state-owned company when changing Federal laws and by-laws governing corporate relations and corporate procedures. The corporate secretary must promptly inform the members of the board of directors and the management of the state-owned company about significant changes that have taken place in Russian corporate legislation, preparing the relevant memos;

Monitoring the corporate governance system adopted by the state company for its compliance with the expectations and interests of shareholders and other stakeholders, recommendations of the Russian Code and international standards of "best global corporate governance practice", recommendations and instructions of the authorities of the Russian Federation, if necessary, initiating the introduction of appropriate changes in charter, internal regulations of the state-owned company;

Participation in the assessment of the state of the corporate governance system in a state-owned company, including using the functionality of the MV Portal;

Preparation of an annual report to the board of directors on the state of corporate governance in a state-owned company and the prospects for its development;

Assistance in the development of the corporate governance system in subsidiaries and affiliates in the interests of the controlling shareholder.

Also corporate secretary:

Prepares proposals for the state company's participation in external corporate governance rating programs and interacts with rating agencies;

Considers and submits to the board of directors its proposals regarding applications for the participation of a state-owned company in research on corporate governance issues, and, if necessary, organizes the involvement of corporate governance consultants;

Considers and submits to the Board of Directors its proposals regarding the expediency of participation of members of the Board of Directors and / or state-owned companies in professional associations and associations, the field of activity of which is related to corporate relations;

Interacts with the legislature, Russian and foreign public organizations on corporate governance issues.

10. Organization of interaction between the state company and its shareholders.

The corporate secretary maintains contacts and organizes interaction between the state-owned company and its shareholders. To this end, the corporate secretary:

Organizes meetings of management, members of the board of directors with shareholders and participates in them;

Reception of shareholders;

Keeps records of instructions, letters, appeals and requests received from shareholders to the state company, including through the MB Portal, prepares (organizes the preparation) of responses, ensures the fulfillment of shareholders' requirements in cases stipulated by corporate legislation;

Takes measures aimed at preventing the abuse of rights by all participants in corporate relations;

Timely reveals emerging corporate conflicts, takes measures to prevent and resolve them.

11. Other matters.

The competence of the corporate secretary may also include the following matters:

Keeping records of affiliated persons, drawing up reports on affiliated persons;

Carrying out work with insiders (maintaining a list of insiders and notifying insiders about their inclusion in such a list, organizing the formation of a list of information classified as insider information, monitoring insiders' transactions with the company's securities, etc.);

Interaction of a state-owned company with a specialized registrar, depositories, other participants in the securities market;

Interaction with state (municipal) administration bodies authorized to regulate corporate relations and the securities market;

Acting as secretary of the board of a state-owned company;

Performing the functions of the audit commission of a state-owned company;

Interaction of the state-owned company with the Federal Antimonopoly Service in the implementation of the requirements of the antimonopoly legislation in terms of control over economic concentration;

Implementation of methodological guidance and coordination of activities of corporate secretaries of subsidiaries.

Depending on the characteristics of the state-owned company, the corporate secretary also:

Participates in the preparation of insurance policies for members of the board of directors and officials of the state company;

Carries out and ensures interaction with professional participants in the securities market (depository of the state company, stock exchanges, nominal holders of the state company's securities), as well as government bodies empowered to regulate the securities market;

Controls and ensures the maintenance of the state company's securities in the Quotation Lists of trade organizers, namely, monitors the compliance of the state company's securities with the requirements of the Quotation Lists; ensures the timely preparation and submission of documents to exchanges (issuer's report, report on compliance with corporate conduct standards, list of affiliates, etc.);

Ensures the execution of instructions of state bodies related to the competence of the Corporate Secretary.

3. Requirements for the candidature of the corporate secretary and the procedure for his appointment

The variety of tasks and functions assigned to the corporate secretary, as well as the role of this official in the formation and maintenance of the corporate governance system of a state-owned company, determine the high requirements for the level of education, practical skills, and personal qualities of a candidate for this position.

The corporate secretary must have a higher education. When selecting a candidate, preference should be given to a higher legal education, since the corporate secretary must know and be well versed in corporate legislation and related areas of law. Also, it is believed that it is preferable to entrust the functions of a corporate secretary to a person with a higher economic, psychological or business education.

Equally important is the corporate secretary's experience in corporate governance. Formal knowledge of the law is not enough, the corporate secretary must be able to use it in practice, be able to make reasoned decisions in cases not directly regulated by corporate law, know the prevailing arbitration practice, and have knowledge of international best practice corporate governance development trends.

The applicant must have worked in the field of corporate governance for at least 3 years as an employee of the office of the corporate secretary, a lawyer responsible for supporting corporate procedures, an employee of the shareholder relations department directly involved in corporate relations, etc.

The corporate secretary must have organizational skills. Ensuring the work of the board of directors, preparing and holding general meetings of shareholders, and solving other tasks requires the corporate secretary of a state-owned company and coordination of the activities of both specialists of its own apparatus and other employees of a state-owned company. In this regard, in the selection of candidates, preference should be given to someone with managerial experience. In addition, the corporate secretary must have the skills to work on the MV Portal, both on the part of a state-owned company and on the part of a professional director.

The central place in the work of the corporate secretary is occupied by communications (between members of the board of directors, the board of directors and management, a state-owned company and its shareholders, regulatory authorities, etc.). The corporate secretary must be able to speak, and speak convincingly, be able to extinguish interpersonal conflicts, have the skills of a psychologist, mediator, have high personal authority and reputation, without which it is impossible to build effective communications between the above-mentioned persons and bodies.

As a representative and defender of the interests of shareholders, the corporate secretary must be ready to make demands on compliance with the norms of the law, internal regulations of the state company and insist on their implementation in relation to the heads of the state company at any level, must be ready to enter into constructive conflicts. This quality is achieved not only by managerial experience, but also by life experience.

The foregoing determines the inappropriateness of engaging third parties to perform the functions of a corporate secretary based on the principles of outsourcing or outstaffing. An exception is the organization of the institute of a corporate secretary in the subsidiaries of the holding.

The corporate secretary must be active and creative in order to effectively perform the functions assigned to him for the development of corporate governance practices. The corporate secretary must be able to work with confidential information. The corporate secretary should not be related to or otherwise affiliated with the management of a state-owned company.

When selecting a candidate for the position of the Corporate Secretary, it is advisable to give priority to a person who has undergone additional training in this specialty.

The selection of a corporate secretary candidate should be the responsibility of the Board of Directors' Human Resources and Compensation Committee or other similar entity (if any). The decision to appoint a corporate secretary should be taken by the board of directors only after meeting and getting to know the applicant. The issue of appointing a corporate secretary should be considered only at an in-person meeting of the board of directors. The right to nominate a candidate for the position of corporate secretary should be granted to members of the board of directors of a state-owned company, as well as to large shareholders. In order to avoid the emergence of affiliation, such a right should not be vested in the sole executive body of a state-owned company.

It is advisable to conclude an open-ended employment contract with the corporate secretary. The corporate secretary is the bearer of information about the state company, its internal documents, decisions previously made by the state company's management bodies, about officials and shareholders, including information of a confidential nature, about the current corporate culture. In this regard, the change of owners or the personal composition of the board of directors is not a reason to replace the corporate secretary. An indefinite employment contract creates greater security for the corporate secretary, and, therefore, contributes to ensuring his independence.

The employment contract with the corporate secretary is concluded by the sole executive body of the state company based on the decision of the board of directors. The terms of such an agreement must be preliminary reviewed by the board of directors or one of its committees.

When the board of directors makes a decision to release a person from the duties of a corporate secretary, the sole executive body must take measures to terminate labor relations on the grounds provided for by labor legislation.

4. Resource support for the work of the corporate secretary

To solve the tasks assigned to the corporate secretary, the latter must have a sufficiently large amount of rights and powers. The regulation on the corporate secretary should provide for the right of the latter:

Familiarize yourself with the documents of the state company,

Attend meetings of the Board of Directors and the Management Board of the state-owned company,

Initiate consideration of issues by the board of directors and collegial executive bodies,

Request explanations regarding the revealed facts of violation of the norms and requirements of the law, the charter and internal regulations of the state company, the rights and interests of shareholders, as well as demand the elimination of identified violations,

Involve employees of other departments of the state company in the performance of tasks facing the corporate secretary,

If necessary, initiate the issue of attracting consultants in the field of corporate law and management,

Maintain contacts with shareholders on behalf of the state company within its competence, including preparing and signing responses to shareholders' requests related to the exercise of their rights,

Certify copies and certify extracts from the minutes of meetings of the boards of directors and general meetings of shareholders.

At the same time, the corporate secretary should be responsible for the full and high-quality performance of the tasks assigned to him. Such responsibility can be expressed both in administrative sanctions, the application of which is provided for Labor Code of the Russian Federation, and in the inclusion in the regulation on the corporate secretary, as well as in the employment contract concluded with him, the obligation of the corporate secretary to compensate for the damage caused to the state company through his fault, and expressed, inter alia, in the presentation of penalties to the state company for violation of the norms and requirements of corporate legislation.

The volume of tasks assigned to the corporate secretary is quite high. In this regard, if the board of directors of a state-owned company works actively and committees have been created in its structure, and also if the state-owned company is obliged to disclose information in the form of quarterly reports of the issuer, it is advisable to form the office of the corporate secretary.

The office of the corporate secretary is formed as a full-time structural unit. The corporate secretary should be able to select personnel for his office, distribute duties among employees, prepare and submit job descriptions for approval by the authorized management body.

The legal basis for the work of the apparatus is formed by the regulation on the corporate secretary.

The peculiarity of the work of a corporate secretary is the need to monitor changes made to corporate legislation, changes in the approaches of arbitration courts to resolving corporate disputes, and constantly be aware of new trends in "the best world practice of corporate governance". The corporate secretary must be able to promptly receive the information he needs to carry out his functions, must constantly take care of raising his level of awareness and qualifications. The corporate secretary should be able to take part in seminars and conferences and other events aimed at the exchange of experience and advanced training.

Significant assistance to the corporate secretary in solving the tasks assigned to him is provided by the use of specialized software, including MB Portal.

The work of the corporate secretary should be built on a planned basis. The plan allows not only to streamline his work, but also to ensure the full implementation of the competence of the corporate secretary. Some of the tasks entrusted to this official are cyclical in nature. At the same time, other tasks, and in the first place - tasks in the field of control and development of corporate governance practices, being no less important, may go out of sight of the corporate secretary. The plan helps to prevent such a situation, to equalize the workload of the corporate secretary. It is good practice to approve the corporate secretary's annual work plan at a meeting of the relevant committee of the board of directors.

In a number of state-owned companies, key performance indicators (hereinafter referred to as KPIs) are set for the corporate secretary, which form the targets for his activities. Such KPIs can be based on solving the problems of developing corporate governance practices, maintaining and improving the corporate governance rating, assessing the satisfaction of members of the board of directors with the quality of preparation for meetings of this body and its committees, and the absence of claims and/or penalties imposed on the state company by government bodies , the absence of conflicts between the state-owned company and its shareholders, developing into litigation, etc.

The corporate secretary's work motivation system should be built on the basis of an assessment of the degree of fulfillment of planned targets and achievement of KPIs, as well as an assessment of such subjective criteria of his work as initiative and creativity. In order to reduce the degree of dependence of the corporate secretary on the management of the state-owned company, such an assessment, according to the recommendations of the (draft) Corporate Governance Code, should be carried out by the remuneration committee of the board of directors.

5. Conclusion

The role of the corporate secretary in a state-owned company cannot be overestimated. Its activities largely affect the efficiency of the board of directors and the validity of management decisions; ensuring a balance of interests of participants in corporate relations and reducing the risks of corporate conflicts; implementation of the recommendations of the "best world practice of corporate governance" into the work of the state-owned company and the growth of the investment attractiveness of the state-owned company; increasing the level of communication and trust between the authorities of the Russian Federation, state-owned companies and its shareholders, as well as potential investors and other stakeholders.

Annex 1

Standard Regulations on corporate

company secretary

Approved by decision

board of directors

JSC "_________"

Protocol N ___ dated _______________

Regulations on the corporate secretary

joint stock company

"_________________________"

This Regulation has been developed in accordance with the Civil Code of the Russian Federation, Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies", other regulations of the Russian Federation, the Charter of a joint stock company, the Regulations on the Board of Directors (Supervisory Board), the Code of Corporate Conduct of the joint stock company, approved by order of the Central Bank of the Russian Federation dated ______________ N ______, as well as the qualification characteristics of the position "Corporate Secretary of a joint stock company", approved by Order of the Ministry of Health and Social Development of Russia dated September 17, 2007, No. 605, of the Charter of ________ JSC "__________________" (hereinafter referred to as the Company).

The Regulation determines the procedure for appointing the corporate secretary, his status, powers and competence, and the procedure for his activities.

1. General Provisions

1.1. The corporate secretary is an official of the joint-stock company. The objectives of the Corporate Secretary are:

Ensuring that the executive bodies and employees of the company comply with the requirements of the current legislation, the charter and internal documents of the company that guarantee the implementation of the rights and legitimate interests of shareholders;

Ensuring the observance of the rights and property interests of shareholders, assistance to shareholders in exercising their rights, maintaining a balance of interests between participants in corporate legal relations;

Development of the Company's corporate governance practices in accordance with the interests of its shareholders and other stakeholders;

Increasing the investment attractiveness of the company, promoting sustainable development and improving the efficiency of business management.

1.2. The Corporate Secretary is administratively subordinate to the General Director of the Company, while he is accountable and controlled in his activities by the Chairman of the Board of Directors of the Company. The Board of Directors, represented by the Corporate Governance Committee, considers and approves the work plan of the corporate secretary, the program for the development of corporate governance in the company, the report on his work, the budget of the corporate secretary (office of the corporate secretary), decides on the amount and terms of remuneration of the corporate secretary and his office.

1.3. The Corporate Secretary carries out his activities in close contact and interaction with all divisions of the Company's apparatus.

1.4. To implement the functions assigned to the corporate secretary, the Company may create a corporate secretary office, the structure and staffing of which is approved and changed in accordance with the decision of the Board of Directors.

1.5. The Board of Directors evaluates the performance of the corporate secretary and decides on the payment of additional material remuneration to him.

1.6. Information about the person acting as the Corporate Secretary is posted on the Company's website on the Internet.

2. Procedure for appointing the Corporate Secretary

2.1. The Corporate Secretary is appointed to the position by the decision of the Board of Directors, adopted by a simple majority of votes from those participating in the relevant meeting.

2.2. Nominations for the position of the Company's Corporate Secretary may be made by members of the Board of Directors, as well as by shareholders owning in the aggregate 10 percent or more of the Company's voting shares.

Proposals for the candidacy of the Corporate Secretary are made in writing, indicating the following information about the candidate:

1) last name, first name and patronymic of the candidate;

2) year of birth;

3) education;

4) information about places of work for the last 5 years;

5) information on the number, category and type of shares of the Company owned by the candidate, if any;

6) information on the presence (absence) of affiliation to the Company;

7) information about relations with affiliates and main business partners of the Company.

The candidate may submit additional information at his own discretion.

2.3. A person who meets the following requirements is appointed to the position of the Corporate Secretary of the Company:

1) higher legal, economic or business education;

2) work experience in the field of corporate governance for at least 3 years;

3) knowledge of the legislation of the Russian Federation in the field of corporate law;

4) knowledge of the specifics of the Company's activities;

5) personal qualities (communication skills, responsibility, ability to resolve conflicts between participants in corporate relations);

6) lack of affiliation to the Company and its officials;

7) proficiency in working on a personal computer;

8) proficiency in working on the Interdepartmental Portal for State Property Management (hereinafter referred to as the MV Portal), both on the part of the joint-stock company and on the part of a member of the board of directors;

9) availability of organizational and analytical skills;

10) impeccable reputation, no criminal record.

The Nominations Committee of the Board of Directors carries out preliminary consideration of candidates for the position of the Corporate Secretary, evaluates the compliance of the candidates with the established requirements and submits its recommendations to the Board of Directors.

2.4. A person appointed to perform the functions of a corporate secretary shall conclude an open-ended employment contract.

On behalf of the Board of Directors, the employment contract is signed by the General Director on behalf of the Company. The terms of the employment contract are approved by the Board of Directors of the Company

2.5. The Board of Directors has the right to decide at any time to dismiss the Corporate Secretary of the Company and terminate the employment contract concluded with him in the manner prescribed by the Labor Code of the Russian Federation.

2.6. The General Director of the Company, when the Board of Directors of the Company makes a decision to dismiss the corporate secretary, must take measures to terminate the employment contract concluded with the corporate secretary in the manner prescribed by the Labor Code of the Russian Federation.

Functions of the corporate secretary

Providing advice to members of the board of directors, management, shareholders of the company on corporate law and governance issues.

Control over the fulfillment of the requirements of corporate legislation, the charter and internal documents of the joint stock company, control over the observance of the rights and property interests of shareholders when making decisions by the management bodies of the joint stock company.

Organization of preparation and provision of the General Meeting of Shareholders.

Ensuring the work of the Board of Directors

Ensuring the work of specialized committees under the Board of Directors.

Monitoring the implementation of decisions taken by the General Meeting of Shareholders and the Board of Directors, as well as recommendations made by specialized committees under the Board of Directors to the management.

Ensuring compliance with the requirements of legislation and internal documents of the Company on information disclosure

Ensuring compliance with the requirements of legislation and internal documents of the company for the storage of corporate documents and the provision of documents and information about the Company at the request of shareholders, including using the functionality of the MV Portal

Ensuring the implementation of corporate procedures established by law.

Development of proposals and organization of execution of decisions of the Board of Directors on the development of corporate governance practices in the Company.

Organization of interaction between the Company and its shareholders, including using the functionality of the MB Portal.

Other issues related to ensuring the rights of shareholders and the implementation of corporate law requirements.

Sections are numbered according to the source.

4. Rights and obligations of the Corporate Secretary

4.1. The corporate secretary has the right to:

Require officials and employees of the Company to strictly comply with the norms and requirements of the current legislation, the charter and internal documents of the company, oral and written explanations on the revealed facts of violation of the norms of the current legislation, the charter and internal documents of the Company, the rights of shareholders; demand the correction of committed violations;

Request and receive from the officials of the Company, the heads of its structural divisions, information and documents necessary to perform the tasks assigned to it;

Within its competence, involve the structural divisions of the Company in the preparation of draft documents and the implementation of corporate governance procedures;

In coordination with the sole executive body of the Company, involve third-party specialists to solve the tasks facing him;

Control the implementation of decisions taken by the Board of Directors and the General Meeting of Shareholders;

Within its competence, propose issues for the agenda of the meeting of the Board of Directors;

Put marks on the receipt of correspondence, appeals and applications from shareholders indicating the date and time of receipt by the Company of the relevant documents;

Prepare and send answers and explanations to shareholders;

Request information from the registrar of the Company in the amount established by the Board of Directors, control compliance with the requirements of the law when maintaining the register of shareholders;

Make proposals on the formation of the budget of the corporate secretary, make decisions on the use of funds from the budget of the corporate secretary.

4.2. The corporate secretary must:

Strictly observe in its activities the norms and requirements of the legislation of the Russian Federation, the charter and internal documents of the Company;

Ensure observance of the rights and property interests of shareholders;

Fulfill the instructions of the Chairman of the Board of Directors;

Systematically report on their activities to the Board of Directors;

Inform the Board of Directors about the occurrence of situations that create a threat of violation of the norms of the current legislation, the rights of shareholders, as well as the emergence of a corporate conflict;

Manage the activities of employees of the office of the corporate secretary;

Ensure the placement of all necessary information about the state-owned company on the MV Portal;

Maintaining up-to-date information about the company posted on the MV Portal.

5. Responsibility

5.1. The Corporate Secretary is not entitled to disclose any information that, according to the internal documents in force in the Company, constitutes a commercial secret.

5.2. The Corporate Secretary shall be liable to the Company for losses caused to the Company by his guilty actions (inaction), unless other grounds and amount of liability are established by the Federal Laws.

6. Final provisions

6.1. These Regulations are approved by the decision of the Board of Directors of the Company.

6.2. All changes and additions to these Regulations are made by the decision of the Board of Directors of the Company.

6.3. If, as a result of changes in the legislation of the Russian Federation or the Articles of Association of the Company, certain articles of these Regulations conflict with them, the Regulations shall be applied to the extent that does not contradict the current legislation and the Articles of Association of the Company.

______________________________

* If available, or to another Committee.

** Or another committee. Created within the structure of the Board of Directors, or the Board of Directors itself.

Appendix 2

Recommendations for drawing up a work plan for the corporate secretary of a joint-stock company

The purpose of drawing up a work plan for the corporate secretary is to streamline the use of his working time and prevent the loss of actions that the corporate secretary is obliged to perform due to the tasks assigned to him. The work plan of the corporate secretary is a kind of framework, skeleton, a thesis document linked in time, reminding him of the mandatory events, of what he himself was going to carry out on his own initiative, as well as of the actions arising from the activities of other management bodies. Such a plan should not completely describe all the working hours of the corporate secretary, but should prompt, remind him of the actions that need to be taken.

The development of a plan is facilitated if you build it in the context of functional tasks, and then bring the individual fragments into a general plan.

Below is a variant of such a functional plan.

The specified terms for the implementation of individual activities are conditional.

Planning the preparation and holding of the General Meeting of Shareholders

The scheme of actions to be taken by a joint-stock company in preparation for the general meeting of shareholders is quite unambiguously defined in the legislation. But the role of the corporate secretary in this process in different joint-stock companies may vary. Everything depends both on the status and functionality of the corporate secretary, and on the specifics of the company, the number of shareholders, and established traditions. Below we will consider the "maximum program" - a situation where the corporate secretary is the main actor in the process of preparing for the annual general meeting of shareholders.

Note that the dates for the implementation of certain actions from the work plan of the corporate secretary in this case depend on the date of the meeting, which is appointed by the board of directors. However, almost all companies have established traditional dates for such meetings, and should be based on them when planning.

Cyclic planning for the preparation of the next meeting of the Board of Directors

The set of actions for preparing a meeting of the board of directors is approximately the same and is repeated when organizing each regular in-person meeting of this body. If meetings of the board of directors of a joint-stock company are held on a scheduled basis on strictly defined days, planning is simplified. With a rolling schedule of meetings, the dates of upcoming events can be clarified after the time of the next meeting has been determined.

A similar cycle of work should be provided for the preparation of meetings of committees of the board of directors.

Disclosure Planning

This question should be divided into three parts:

Disclosure of information in accordance with legal requirements;

Disclosure of information in accordance with the information policy adopted by the joint-stock company;

Disclosure of information on the MV Portal.

The role of the corporate secretary in matters of information disclosure in accordance with the requirements of the law in different companies varies greatly. In some organizations, the corporate secretary is the primary person responsible for disclosure. In others, he only participates in this process, being responsible for his information blocks. In third companies, the corporate secretary acts as a controller for compliance with disclosure requirements.

Planning activities to improve corporate governance and compliance practices

The composition of the tasks that are solved in the named area by the corporate secretary is quite amenable to planning. At the same time, part of the work will be of a regular nature. The rest will be determined by the content of the decisions of the board of directors.

Document overview

Tasks, functions and mission of the corporate secretary are defined.

He is the representative of the interests of the shareholders. The latter, among other things, are expressed in increasing the efficiency of joint-stock company management.

The corporate secretary is endowed with power and administrative powers in relation to both employees and managers of the state-owned company. It should be as independent as possible from the executive bodies of the legal entity. Therefore, it is recommended that the powers to appoint and remove him from office be assigned to the board of directors (which, in turn, will require amendments to the charter of the state-owned company). There is a double subordination of the corporate secretary. Administratively, he reports to the sole executive body of the state-owned company, functionally - to the chairman of the board of directors. It is desirable that the corporate secretary does not combine positions that put him in a subordinate position in relation to management. In large state-owned companies, it is recommended to create a special unit - the Office of the Corporate Secretary. It is advisable to place information about the corporate secretary on the website of the legal entity.

The functions of the corporate secretary are defined. Among them - advising members of the board of directors, management, shareholders on corporate law and governance; control over compliance with the requirements of corporate legislation; preparation and provision of holding the general meeting of shareholders; development of corporate governance practices, etc.

The requirements for the candidature of the corporate secretary have been established. For example, he must have a higher education (preferably psychological, legal, economic or business) and work experience in corporate governance for at least 3 years.

A standard provision on the corporate secretary of a joint-stock company with state participation is given. In particular, the rights, duties and responsibilities of the corporate secretary, as well as the procedure for his appointment are defined. Recommendations on planning the activities of the corporate secretary are given.

1. General Provisions

1.1. Corporate Security Department in the Volga region (hereinafter referred to as the Administration) is a structural subdivision of OOO NEFT-Sbyt (hereinafter referred to as the Base Organization).
1.2. General Director of the Base Organization on the basis of the decision of the Management Board of OAO NEFT.
1.3. The Department performs the functions of (separate subdivisions of organizations) of the NEFT Group (hereinafter also referred to as Organizations) operating in the Republic and regions (hereinafter referred to as the Volga region).
1.4. The department is headed by the head of the department, and in his temporary absence - by the deputy head of the department.
1.5. The Head of the Department is appointed to the position and dismissed by the order of the General Director of the Base Organization on the proposal of the Head of the Corporate Security Department of the Main Directorate for General Affairs, Corporate Security and Communications (hereinafter referred to as the Department) of OAO NEFT (hereinafter referred to as the Company), after agreement with the GU on personnel and obtaining, on his/her candidature, a positive opinion of the OAO NEFT Commission on security issues of the organizations of the NEFT Group, established by order of OAO NEFT dated P.02.2008 No. 123.
1.6. The Deputy Head of the Department and the Head of the Department are appointed and dismissed from their positions by order of the General Director of the Base Organization on the proposal of the Head of the Department after agreement with the Department.
1.7. Employees of the Department are appointed by order of the General Director of the Base Organization on the proposal of the Head of the Department.
1.8. The structure and staffing of the Department (changes and additions to them) are approved by order of the General Director of the Base Organization after agreement with the Main Department for General Affairs, Corporate Security and Communications and the Main Department for Personnel of OAO NEFT.
1.9. The Department includes the following structural units:
— department of corporate security of oil refining facilities;
— department of corporate security of oil products supply facilities.
1.10. To organize the activities of the Department, regulations are developed on the departments that are part of the Department, as well as job descriptions for the employees of the Department.
1.11. The job description of the Head of the Department is approved by the General Director of the Base Organization after agreement with the Head of the Department.
1.12. Regulations on the departments that are part of the Department, job descriptions of the heads of departments are agreed with the Department and approved by the head of the Department.
1.13. Job descriptions of the Deputy Head of the Department, heads of departments, as well as employees of the Department are approved by the Head of the Department.
1.14. Funding for the formation, maintenance and development of the Department, as well as the activities carried out by the Department to ensure corporate security, is carried out at the expense of funds provided for ensuring these activities in the approved budgets of the Company, the Base Organization and Organizations operating in the Volga region.
The budget funds are spent according to agreed and duly approved plans and programs (projects). The Department sets priorities in financing programs (projects) and plans.
1.15. The Department carries out its activities in accordance with the annual work plans agreed with the heads of Organizations operating in the Volga region and approved by the Head of the Department.
Regarding the implementation of measures to ensure corporate security in the Volga region, the Department is under the operational subordination of the Department.
1.16. Bonuses for employees of the Department for performance results are made according to the indicators and conditions agreed with the Department.
1.17. In its activities, the Department is guided by:
1.17.1. The current legislation of the Russian Federation, the Charter of the Company, decisions of general meetings of shareholders. of the Board of Directors and the Management Board of the Company, orders of OAO NEFT, other mandatory regulatory and instructive documents of the Company, as well as local regulations of the Base Organization;
1.17.2. The policy of OAO NEFT in the field of industrial safety, labor protection, and the environment in the 21st century and elements of the requirements for ISO 14001 and OHSAS 18001 standards;
1.17.3. the Corporate Security Concept of the NEFT Group, approved by the decision of the Management Board of the Company dated April 19, 20__ (Minutes No. 112);
1.17.4. By this Regulation.
1.18. The activities of the Department are carried out in cooperation with state authorities, public and commercial organizations.
1.19. When working conditions change, clarification and redistribution of tasks and functions, this Regulation may be revised, amended or supplemented in the prescribed manner.
1.20. Duties, rights, responsibilities, conditions and remuneration of employees of the Department are established in accordance with job descriptions, employment contract, staffing table, internal labor regulations and other local regulations of the Base Organization.
1.21. Activities to ensure corporate security of Organizations operating in the Volga region are carried out on a contractual basis.
1.22. The Department is responsible for all Organizations operating in the Volga region, the territory of which is determined by the decision of the Management Board of OAO NEFT.

2. Main tasks and functions

2.1. The main tasks of the Department are:
2.1.1. Ensuring the sustainable functioning of Organizations operating in the Volga region by protecting their legitimate interests from unlawful encroachments;
2.1.2. Forecasting, timely detection and elimination of threats to the safety of personnel, assets and facilities of Organizations operating in the Volga region, as well as causes and conditions that contribute to causing financial, material and other damage to Organizations operating in the Volga region, based on the use of legal, organizational and engineering technical measures and means of ensuring security;
2.1.3. Protection of information containing restricted information (official and commercial secrets, other confidential information) from misuse by implementing a special regime, categorizing, introducing access restriction systems and special software and hardware;
2.1.4. Carrying out a unified policy in the field of ensuring information security and organizing the functioning of the information security system of Organizations operating in the Volga region.

2.2. To solve the main tasks, the Department is entrusted with the following functions:
2.2.1. Monitoring the socio-economic situation in the Volga region, identifying factors and conditions that can influence the state of ensuring corporate security of Organizations operating in the Volga region;
2.2.2. Monitoring the activities of Russian and foreign competing structures, identifying and localizing trends and processes that threaten the normal functioning of Organizations operating in the Volga region;
2.2.3. Conducting expert and analytical work with contractual documentation, identifying financial risks and taking measures to eliminate them, assisting Organizations operating in the Volga region in returning receivables;
2.2.4. Studying business partners in order to verify their reliability, solvency and eligibility, monitoring compliance by counterparties with the terms of settlements and other obligations under concluded agreements;
2.2.5. Development and implementation of measures that help reduce business risks, preparation of reference and information and analytical documentation on this topic for its use in the interests of Organizations operating in the Volga region;
2.2.6. Participation in checking the validity of the conclusion and execution by Organizations operating in the Volga region of agreements with counterparties, using financial and material resources. Monitoring of prices for work performed by contractors and
services;
2.2.7. Coordination of activities and control over the implementation of measures to protect forms of bills of exchange and other securities issued by Organizations operating in the Volga region. Taking measures to identify persons attempting to forge these documents, timely informing the Department, heads of Organizations operating in the Volga region, and law enforcement agencies about such facts;
2.2.8. Countering the manufacture and distribution of counterfeit and falsified products on behalf of the Company, the illegal use of its trademark and logo, participation in the protection of the trademark of OAO NEFT;
2.2.9. Development and control over the implementation of measures to counter the theft of products, financial, material, production and other assets of Organizations operating in the Volga region;
2.2.10. Fulfillment of requests of the heads of the Company, the Department, structural divisions, subsidiaries of the Company on issues of ensuring corporate security;
2.2.11. Information and analytical support of projects of Organizations operating in the Volga region, negotiation processes with Russian and foreign partners;
2.2.12. Carrying out, on behalf of the Department and at the request of Organizations operating in the Volga region, official proceedings on the facts of unlawful, unskilled actions of managers and employees of Organizations operating in the Volga region, which caused damage to the economic and financial interests of Organizations operating in the Volga region, or created a threat of offensive negative consequences;
2.2.13. Organization, in agreement with the Department, works on engineering and technical and special protection of objects of Organizations operating in the Volga region, control and regime of access to the buildings and premises operated by them;
2.2.14. Development and control of the implementation of measures aimed at preventing terrorist and sabotage actions against facilities and personnel of Organizations operating in the Volga region;
2.2.15. Development of measures and control over the state of the access and intra-object regime, protection of administrative buildings, premises, structures and other objects, including storage facilities Money and limited distribution documents of Organizations operating in the Volga region;
2.2.16. Development and implementation of measures to ensure confidentiality in working with materials containing restricted information. Identification and blocking of possible channels of leakage of confidential information;
2.2.17. Participation in the development and implementation of measures to ensure the regime when foreigners visit the facilities of Organizations operating in the Volga region;
2.2.18. Organization, coordination and implementation of measures aimed at protecting information contained in automated systems and computer networks of Organizations operating in the Volga region from unauthorized access, unintentional interference with the normal functioning of systems, attempts to destroy their components and from leakage through technical channels, as well as control over the implementation of these measures;
2.2.19. Implementation of control over the state and effectiveness of information security tools that are used in Organizations operating in the Volga region;
2.2.20. Ensuring the functioning of a closed system of information exchange between the regional divisions of corporate security of the organizations of the NEFT Group;
2.2.21. Organization of work on the protection of information in dedicated and protected premises. Organization of certification and scheduled inspections of these premises;
2.2.22. Carrying out random checks and monitoring of user actions during the operation of information systems, including with the use of special programs;
2.2.23. Taking, together with law enforcement agencies, timely measures to provide assistance to employees of Organizations operating in the Volga region in case of receipt of information about threats to their security;
2.2.24. Identification and localization of actions of employees that damage the economic, financial and other interests of Organizations operating in the Volga region, as well as their business reputation;
2.2.25. Organization and holding in the prescribed manner official proceedings on the facts of leakage of information containing information of limited distribution, incidents with the personnel of Organizations operating in the Volga region, violations of established regime measures, as well as other events that caused damage to the economic, financial and other interests of Organizations, operating in the Volga region;
2.2.26. Analysis of corporate security problems, development of proposals and recommendations for improving the corporate security system of Organizations operating in the Volga region;
2.2.27. Fulfillment of separate instructions of the Department aimed at solving problems of ensuring economic, internal, information security of Organizations operating in the Volga region, engineering, technical and special protection of their facilities, as well as protecting official and commercial secrets.

3. Rights

3.1. Management has the right:

3.1.1. In accordance with the established procedure, within its competence, represent the interests of Organizations operating in the Volga region in state authorities, public and commercial organizations in accordance with the issued powers of attorney;
3.1.2. Submit for consideration by the heads of Organizations operating in the Volga region, proposals on issues within the competence of the Office and requiring a decision;
3.1.3. In accordance with the established procedure, request and receive from the Organizations operating in the Volga region the necessary information and documents for the qualitative and timely implementation of the tasks and functions assigned to the Department;
3.1.4. Provide Organizations operating in the Volga region with clarifications and recommendations on organizing the implementation of decisions made in the Company on issues within the competence of the Department;
3.1.5. Check, in accordance with the procedure agreed with the Department, the activities of Organizations operating in the Volga region on issues within the competence of the Department, and also make proposals for its improvement;
3.1.6. Develop and send recommendations to Organizations operating in the Volga region on issues within the competence of the Department;
3.1.7. In agreement with the heads of Organizations operating in the Volga region, involve employees of these organizations in solving the tasks assigned to the Department;
3.1.8. Inform the Department, the heads of Organizations operating in the Volga region, about all the shortcomings and violations identified in the course of the Department's activities, make proposals for their elimination, as well as bringing to justice those responsible for the violations and shortcomings that have arisen;
3.1.9. Independently correspond with the Department, other regional divisions of corporate security and other organizations on issues within the competence of the Department;
3.1.10. In accordance with the established procedure, report to the Department on issues within the competence of the Office;
3.1.11. To take part in the work carried out in the Organizations operating in the Volga region, the work on the preparation of draft regulatory documents, as well as in holding meetings, conferences and other events on issues related to the activities of the Department;
3.1.12. Participate in the preparation, conclusion and control over the implementation of contracts, agreements and contracts relating to the activities of the Office;
3.1.13. Approval of the draft agreements submitted by the Organizations operating in the Volga region in the part relating to the activities and responsibilities of the Department;
3.1.14. When conducting official proceedings in accordance with the established procedure, request and accept from employees of Organizations operating in the Volga region, oral and written explanations on the facts of their actions that damage the corporate interests of the Company;
3.1.15. Organize and hold meetings, issue methodological and review documents, give advice and proposals on issues within the competence of the Office;
3.1.16. Submit proposals to the Department and the General Director of the Base Organization on introducing amendments and additions to the Regulations on the Administration, on changing the structure and staff of the Administration, hiring, relocating and dismissing its employees, setting official salaries for them, applying measures of material and moral incentives, bringing employees to disciplinary responsibility ;
3.1.17. To have access in accordance with the established procedure to information resources, means of communication, motor transport, office premises, office equipment and material and technical means of Organizations operating in the Volga region, to solve problems related to the competence of the Department;
3.1.18. In cooperation with the personnel departments of the Organizations operating in the Volga region, in accordance with the established procedure, carry out activities to verify the information provided by the hired persons about themselves;
3.1.19. Carry out explanatory and educational and preventive work with employees of Organizations operating in the Volga region on issues within the competence of the Department;
3.1.20. To exchange information with the Department in electronic form only via an internal secure network.
3.2. The specific rights and duties of the head of the Department and his employees are established by job descriptions.

4. Interaction

4.1. To solve the tasks assigned to the Department, perform the functions assigned to it and exercise the rights granted, the Department interacts with the Department and other regional divisions of corporate security by exchanging information, receiving and providing documents, performing joint, coordinated and reciprocal actions.
4.2. When security organizations implement measures to ensure the physical and engineering protection of facilities and personnel of Organizations operating in the Volga region, the Department interacts with the Oil-Safety Agency, as well as other organizations in the Volga region with similar functions.
4.3. On the issues of ensuring the confidentiality regime, the Department interacts with the regime-secret divisions of the Organizations operating in the Volga region.
4.4. In order to ensure information security of Organizations operating in the Volga region. The department interacts with the branch of NEFT-INFORM LLC in Volzhsk.
4.5. The department organizes interaction with law enforcement and other state bodies in the Volga region on the protection of official and commercial secrets, other confidential information and the implementation of measures aimed at ensuring the security and protection of the interests of Organizations operating in the Volga region.

5. Responsibility

5.1. The department is responsible for:
5.1.1. Timely and high-quality performance of tasks and functions established by these Regulations;
5.1.2. Timely and high-quality implementation of decisions and instructions of the Board of Directors. Management Board, President of the Company, Department, heads of Organizations operating in the Volga region;
5.1.3. Reliability of the provided information and prepared documents;
5.1.4. Compliance with the current legislation of the Russian Federation, local regulations of the Company and the Base Organization;
5.1.5. Transfer or disclosure of documents and information containing official and commercial secrets of the Company and Organizations operating in the Volga region, without an appropriate decision.
5.2. The individual responsibility of the head and employees of the Department is established by the relevant job descriptions.

Rostovenergo

1. INTRODUCTION

The objectives of this Corporate Governance Regulation (hereinafter referred to as the Regulation) are to improve and systematize the corporate governance of Energosbyt Rostovenergo Open Joint Stock Company (hereinafter referred to as the Company), ensure greater transparency of the Company's management and confirm the Company's continued readiness to follow the standards of proper corporate governance. In particular:

The management of the Company must be carried out with an appropriate level of responsibility and accountability and in such a way as to maximize shareholder value;

board of directors and executive bodies must work efficiently, in the interests of the Company and its shareholders (including minority shareholders) and create conditions for sustainable growth of shareholder value;

Proper disclosure, transparency, and effective risk management and internal control systems must be ensured.

By accepting, periodically improving and strictly observing the provisions of these Regulations, the Charter of the Company and other internal documents, the Company confirms its intention to promote the development and improvement of good corporate governance practices.

In order to further strengthen confidence on the part of shareholders, employees, investors and the public, when developing this Regulation, the Company did not limit itself to the norms of Russian legislation and included additional provisions in the Regulation based on generally recognized Russian and international corporate governance standards.

The Company assumes the obligations stipulated by these Regulations and undertakes to comply with the norms and principles established therein.

2. INFORMATION ABOUT THE COMPANY

Energosbyt Rostovenergo Open Joint Stock Company (JSC Energosbyt Rostovenergo) was established on January 11, 2005 as a result of reorganization.

The Company is one of the largest energy companies in the Rostov region, whose shareholders are both Russian and foreign legal entities and individuals.

All information disclosed in one way or another shall be posted on the Company's website on the Internet.

5.3. Dividend Policy

The Company has an officially approved Regulation on the Dividend Policy. The dividend policy is disclosed, among other things, on the Company's website.

The procedure for determining the amount of dividends on preferred shares does not infringe on the rights of holders of ordinary shares. The Company's dividend policy provides for:

Creation of a transparent and understandable mechanism for determining the amount of dividends;

Ensuring the most convenient procedure for paying dividends for shareholders;

Measures to prevent incomplete or untimely payment of declared dividends.

6. DISCLOSURE AND TRANSPARENCY

6.1. Disclosure Policy and Practice

The policy of disclosure of information about the Company implemented by the Company has as its main goal to ensure the highest degree of confidence of shareholders, potential investors, counterparties and other interested parties in the Company by providing these persons with information about themselves, their activities and securities in an amount sufficient for these persons to accept reasonable and informed decisions regarding the Company and its securities.

The Company, when disclosing information about itself, is not limited to information, the disclosure of which is provided for by the regulatory legal acts of the Russian Federation, and additionally discloses other information that provides a high degree transparency of the Company and contributes to the achievement of the goals of the information disclosure policy implemented by the Company.

The list of information disclosed by the Company, the procedure and terms for disclosure of information are determined by the Regulations on the information policy of Rostovenergo approved by the Board of Directors of the Company”.

When disclosing information, the Company is guided by the following principles:

The principle of completeness and reliability of disclosed information, in accordance with which the Company provides all interested parties with information that corresponds to reality, without avoiding disclosing negative information about itself, to the extent that allows to form the most complete picture of the Company, about the results of the Company's activities;

The principle of information availability, in accordance with which the Company, when disclosing information, uses channels for disseminating information about its activities, providing free and easy access for shareholders, creditors, potential investors and other interested parties to the information disclosed;

Information balance principle, which means that the Company's information policy is based on a reasonable balance of the Company's transparency for all interested parties, on the one hand, and confidentiality, on the other hand, in order to maximize the rights of shareholders to receive information about the Company's activities, provided that information classified as confidential or insider is protected;

The principle of regularity and timeliness of information disclosure, which determines that the Company provides shareholders, creditors, potential investors and other interested parties with information about its activities within the time limits stipulated by the regulatory legal acts of the Russian Federation and internal documents of the Company.

Information disclosed by the Company is published on the Company's website.

The executive bodies of the Company are responsible for disclosure of information. Members of the Board of Directors disclose to the Company information about themselves necessary for the Company to disclose information in accordance with the regulatory legal acts of the Russian Federation and the Regulations on the Company's information policy.

6.2. Financial statements

The Company keeps records and prepares financial statements in accordance with Russian Accounting and Financial Reporting Standards. The Company prepares summary (consolidated) reports and publishes such reports on the Company's website.

The financial statements are accompanied by detailed notes that allow the recipient of such statements to correctly interpret the data on the financial results of the Company's activities. The financial information is supplemented by comments and analytical assessments of the Company's management, as well as the opinion of the Company's auditor and the Audit Commission.

6.3. Financial control economic activity

The Company, realizing the need to reduce the likelihood of occurrence of events that adversely affect the achievement of the Company's goals and lead to losses, including for reasons of decision-making based on incorrect judgments, human errors, conscious evasion of control, and also recognizing the high degree of shareholders' need for protection of its investments and safety of the Company's assets, creates a system of control over financial and economic activities.

Internal control of financial and economic activities is focused on achieving the following goals:

Ensuring the completeness and reliability of financial, accounting, statistical management and other reporting;

Ensuring compliance with the regulatory legal acts of the Russian Federation, decisions of the Company's management bodies and internal documents of the Company;

Ensuring the safety of the Company's assets;

Ensuring the fulfillment of the goals set by the Company in the most efficient way;

Ensuring efficient and economical use of the Company's resources;

Ensuring timely identification and analysis of financial and operational risks that may have a significant negative (negative) impact on the achievement of the Company's goals related to financial and economic activities.

The control system of the financial and economic activities of the Company includes control procedures determined by the regulatory legal acts of the Russian Federation, decisions of the General Meeting of Shareholders and the Board of Directors of the Company, as well as a set of bodies (divisions, persons) of the Company exercising internal control - the Audit Commission, the Board of Directors , as well as a separate structural unit (department for monitoring and analysis of the economic activity of the Company), authorized to exercise such control.

The functions, rights and obligations, responsibility of the subdivisions functioning in the Company are stipulated by the organizational and administrative documents of the Company.

In order to ensure the systemic nature of control over the financial and economic activities of the Company, internal control procedures are carried out by the authorized division of the Company responsible for internal control, in cooperation with other bodies and divisions of the Company.

6.4. Ownership structure

The Company ensures disclosure of information about the real owners of five or more percent of the voting shares of the Company. The information disclosed by the Company also describes corporate relations in the group of companies. The Company seeks to ensure the transparency of the structure of the Company's share capital.

7. REFORMING SOCIETY

The need and main directions for reforming the electric power industry are determined by the regulatory legal acts of the Russian Federation.

The Company participates in the development of the concept of reform of the electric power industry, and also carries out corporate management in order to implement the processes of reforming the electric power industry in the region.

The start of reforming the electric power industry of the Russian Federation was given by Decree of the Government of the Russian Federation No. 000 dated 01.01.2001. "On reforming the electric power industry of the Russian Federation", according to which the reforming process covered the Russian Joint-Stock Company for Energy and Electrification "UES of Russia" and its subsidiaries and affiliates.

In pursuance of the Decree of the Government of the Russian Federation JSC "Rostovenergo" prepared the Project of reorganization of JSC "Rostovenergo", approved by the Board of Directors of RAO "UES of Russia" on 26.06.2002. (Minutes No. 000), considering the legal mechanism and economic consequences of the reform of OAO Rostovenergo. The project assumed the start of reform activities in September 2002, however, the lack of a regulatory framework for reforms at that time made it impossible to start within the specified time frame.

During the year, JSC "Rostovenergo" carried out activities of the preparatory stage, which have been completed to date: all real estate objects, in accordance with the schedule approved by the "UES of Russia", have been registered with the Institution of Justice in the Rostov Region, a separate accounting method has been developed and implemented by types of activity (14 types), participation in more than 78 objects of non-core and inefficient activities was terminated.

Package Acceptance energy laws in March 2003, as well as a number of new provisions of the 5+5 Concept, revealed the need to make significant changes to the Project for the reorganization of OAO Rostovenergo.

The main goals of reforming the electric power industry are to increase the efficiency of energy enterprises and create conditions for the development of the industry on the basis of predominantly private investment, as well as attracting public investment in companies in the regulated sectors of the electric power industry.

When implementing reform processes, the Company strictly adheres to the following principles:

Ensuring the reliability and uninterrupted power supply to consumers, compliance with energy security requirements;

Ensuring the rights of shareholders in the course of corporate transformations;

Ensuring transparency of reform procedures and publicity of information about decisions made by management bodies on all reform issues;

Improving the principles of corporate governance and bringing them to the best Russian and foreign standards;

Improvement of the Company's investment policy;

Transparency and fairness of valuation in transactions with assets.

September 26, 2003 (Minutes No. 000) The Board of Directors of RAO "UES of Russia" approved a new version of the Draft, which was approved by the Reform Committee of the "UES of Russia" and was considered by the Commission of the Government of the Russian Federation for Reform.

06/30/2004. an extraordinary general meeting of shareholders was held on the issue of reorganization of the Company with the agenda: “On reorganization in the form of spin-off, on the procedure and conditions for spin-off, on the creation of new Companies, on the distribution of shares of the Companies being created and on the procedure for such distribution, on approval of the separation balance sheet”. The Extraordinary General Meeting of Shareholders decided to reorganize by separating:

generating company";

Rostovenergo Company;

Rostovenergo";

grid company Rostovenergo.

In connection with the reorganization of the Company, the necessary measures were taken to notify shareholders and creditors of the existence of the right to demand the redemption of shares and the repayment of accounts payable ahead of schedule, respectively. In the course of work, the risks of presentation were reduced to zero.

November 5, 2004 the first meetings of shareholders of the companies separated from the composition of the Companies were held, which approved the Articles of Association, members of the Boards of Directors, CEOs, Audit commissions of new companies.

The interim separation balance sheet, projected opening balance sheets, as well as the NVV separation project were agreed with the main shareholders. 01/11/2005 the state registration of the generating company, Rostovenergo, the Rostovenergo company, the state registration of the grid company Rostovenergo was carried out in accordance with the decision of UES of Russia was transferred to 04/01/2005

In the process of reform, there are qualitative changes in the structure of the industry, aimed at creating market mechanisms for relations between its subjects, attracting private investment to the industry. In order to ensure the reform of the electric power industry in Russia and solve the problems of the reform, the Company is actively developing and implementing a set of measures to change the structure and restructuring of the Company.

In this regard, corporate mechanisms and procedures for the implementation of all transformations are of particular importance in the context of the reform. The Company ensures the transparency of such transformations and their implementation in strict accordance with the legislation of the Russian Federation, the Charter and internal documents of the Company.

The most important priorities in the process of such transformations for the Company is ensuring control by shareholders over the course of transformations, as well as ensuring the participation of shareholders in decision-making on issues affecting their legal rights and interests.

The Board of Directors of the Company, which considers the most important issues of the reform, is formed, including representatives of the state, minority shareholders, and the Company's management.

These corporate governance tools are designed to establish an effective dialogue, a multilateral discussion of the most important issues of reform by all interested parties. The purpose of such a dialogue is to develop mutually acceptable solutions at the level of the Company.

The corporate policy and practice of corporate governance pursued by the company should contribute to the successful implementation of the goals and objectives of reforming the electric power industry.

8. FINAL PROVISIONS

These Regulations come into force from the moment of its approval by the Board of Directors of the Company.

JOB REGULATIONS

This job regulation (hereinafter referred to as these Regulations), in accordance with Article 47 of the Federal Law of January 1, 2001, “On the State Civil Service of the Russian Federation” (hereinafter referred to as the Federal Law), regulates the professional performance of the head of the corporate governance department of the Department of Property Relations and Spatial Planning .

1. Qualifications

1.1. The Head of the Corporate Governance Department of the Department of Property Relations and Spatial Planning (hereinafter referred to as the Head) must have a higher professional education corresponding to the field of activity (legal or economic), and work experience in the state civil service for at least four years or in the specialty for at least five years.

1.2. The leader must know:

Civil Code of the Russian Federation;

Federal Law of 01.01.01 "On the System public service of the Russian Federation” and other regulatory legal acts of the Russian Federation on the public service system;

Federal Law of 01.01.01 "On the State Civil Service of the Russian Federation" and other regulatory legal acts of the Russian Federation on the State Civil Service;

Federal Law of 01.01.01 "On Combating Corruption",

Federal Law of 01.01.01 "On Joint Stock Companies" and other regulatory legal acts of the Russian Federation on joint-stock companies;

Federal Law of 01.01.01 "On the privatization of state and municipal property" and other regulatory legal acts of the Russian Federation on the privatization of state and municipal property;

Federal Law of 01.01.01 "On State and Municipal Unitary Enterprises" and other regulatory legal acts of the Russian Federation on state and municipal enterprises,

as well as other federal laws and regulatory legal acts of the Russian Federation to the extent necessary for the performance of official duties;

project development procedure federal laws and other regulatory legal acts;

Regulations of the Government of the Russian Federation;

regulations of the Ministry of Transport of the Russian Federation (hereinafter referred to as the Ministry);

regulations on the Ministry;

regulation on the Department of Property Relations and Territorial Planning (hereinafter referred to as the Department);

Regulations on the Corporate Governance Department of the Department (hereinafter referred to as the Department);

2. Duties, rights and responsibilities

2.1. Job Responsibilities

The head, in accordance with the tasks and functions of the department, performs the following job responsibilities:

2.1.1. Develops proposals for:

2.1.2. Carries out coordination of actions (works) of departments of the Ministry, other state bodies in the implementation of state policy on:

Problematic issues of managing the federal property of the transport complex in pursuance of the instructions of the President of the Russian Federation, the Government of the Russian Federation and the leadership of the Ministry;

Issues of representing the interests of the Russian Federation in joint-stock companies operating in the field of transport, blocks of shares of which are in federal ownership, included in a special list approved by the Government of the Russian Federation, and in the list of strategic enterprises and strategic joint-stock companies approved by the President of the Russian Federation;

Issues related to the implementation by the Ministry of the rights of the owner of the property of federal state unitary enterprises and federal state institutions under the jurisdiction of the Ministry.

2.1.3. Analyzes and predicts the state and development trends by:

Problematic issues of managing the federal property of the transport complex in pursuance of the instructions of the President of the Russian Federation, the Government of the Russian Federation and the leadership of the Ministry;

Issues of representing the interests of the Russian Federation in joint-stock companies operating in the field of transport, blocks of shares of which are in federal ownership, included in a special list approved by the Government of the Russian Federation, and in the list of strategic enterprises and strategic joint-stock companies approved by the President of the Russian Federation;

Consolidation of the assets of the transport complex owned by the Russian Federation;

Transfer of the federal property of the transport complex to the ownership of the constituent entities of the Russian Federation and municipalities;

Issues related to the implementation by the Ministry of the rights of the owner of the property of federal state unitary enterprises and federal state institutions under the jurisdiction of the Ministry.

2.1.4. Manages the development of draft state decisions on the issues specified in clause 3 of these Regulations.

2.1.5. Supervises the development of draft federal laws, other regulatory legal acts on the management of the federal property of the transport complex.

2.1.6. Develops proposals for improving the current legislation based on the analysis of foreign experience and practice of legal regulation of relations on the management of the federal property of the transport complex.

2.1.7. Participates in the preparation of federal laws and other regulatory legal acts, federal programs and (or) draft management decisions on the issues specified in clause 4 of these Regulations.

2.1.7. Manages the activities of the department to fulfill the tasks and functions assigned to the department, instructions of the Director of the Department, including plans, organizes, regulates and controls the work of the department, groups and employees directly (if necessary).

2.1.8. Coordinates the work of the department, its interaction with other departments of the Ministry, government agencies, scientific organizations, leading experts in:

Problematic issues of managing the federal property of the transport complex in pursuance of the instructions of the President of the Russian Federation, the Government of the Russian Federation and the leadership of the Ministry;

Issues of representing the interests of the Russian Federation in joint-stock companies operating in the field of transport, blocks of shares of which are in federal ownership, included in a special list approved by the Government of the Russian Federation, and in the list of strategic enterprises and strategic joint-stock companies approved by the President of the Russian Federation;

Consolidation of the assets of the transport complex owned by the Russian Federation;

Transfer of the federal property of the transport complex to the ownership of the constituent entities of the Russian Federation and municipalities;

Issues related to the implementation by the Ministry of the rights of the owner of the property of federal state unitary enterprises and federal state institutions under the jurisdiction of the Ministry.

2.1.9. Establishes a range of issues for employees of the department in accordance with their job responsibilities. Gives instructions to department employees. Evaluates the efficiency and effectiveness of the performance of official duties by employees of the department.

2.1.10. Submits proposals to the Director of the Department on the structure of the department, appointment, transfer and dismissal of employees of the department, bonuses, encouragement and rewarding of employees of the department, on the application and removal of disciplinary sanctions.

2.1.11. Ensures that employees of the department comply with the official regulations of the Ministry.

2.2. Rights

The head has the right to:

2.2.1. Obtaining, in the prescribed manner, information and materials necessary for the performance of official duties specified in clause 2.1. of this Regulation, (hereinafter referred to as official duties), as well as to make proposals for improving the activities of a department, department, ministry.

2.2.2. Access in accordance with the established procedure to information constituting a state secret, if the performance of official duties is connected with the use of such information.

2.2.3. Access in accordance with the established procedure in connection with the performance of official duties to state bodies, local governments, public associations and other organizations.

2.2.4. Receiving from the employee of the department a report on the progress of the employee's performance of official duties, the work plan of the department, instructions from the Head of the department, director of the Department.

2.3. Responsibility

On the recommendation of the Director of the Department to the Head for non-fulfillment or improper performance due to his fault of the official duties assigned to him, the following disciplinary sanctions may be applied:

1) remark;

2) reprimand;

3) a warning about incomplete official compliance;

4) exemption from a substituted civil service position;

5) dismissal from the civil service.

3. List of issues on which the Head is entitled or obliged to independently make managerial and other decisions

3.1. The head is obliged to independently make decisions on issues within his competence.

3.2. The head has the right to independently make decisions on submitting proposals to the Director of the Department to determine the range of issues for the employees of the department in accordance with their official duties, on the structure of the department, appointment to the position, relocation and dismissal of the employees of the department, bonuses, encouragement and rewarding of the employees of the department, on the application and removal of disciplinary sanctions.

4. List of issues for which the Head has the right or obligation to participate in the preparation of draft regulatory legal acts and (or) draft management and other decisions

4.1. The head is obliged to participate in resolving issues on:

Consolidation of the assets of the transport complex owned by the Russian Federation;

Transfer of the federal property of the transport complex to the ownership of the constituent entities of the Russian Federation and municipalities;

4.2. The head has the right to participate in resolving issues on:

Problematic aspects of managing the federal property of the transport complex in pursuance of the instructions of the President of the Russian Federation, the Government of the Russian Federation and the leadership of the Ministry;

Representing the interests of the Russian Federation in joint-stock companies operating in the field of transport, blocks of shares of which are in federal ownership, included in a special list approved by the Government of the Russian Federation, and in the list of strategic enterprises and strategic joint-stock companies approved by the President of the Russian Federation;

Consolidation of the assets of the transport complex owned by the Russian Federation;

Transfer of the federal property of the transport complex to the ownership of the constituent entities of the Russian Federation and municipalities;

Implementation by the Ministry of the rights of the owner of the property of federal state unitary enterprises and federal state institutions under the jurisdiction of the Ministry.

5. Terms and procedures for the preparation, consideration of draft management and other decisions, the procedure for agreeing and making these decisions

5.1. Terms of preparation and consideration of projects, coordination and decision-making are determined by the Head of the department in accordance with the work plans of the department and instructions of the Director of the Department.

5.2. Procedures for the preparation and consideration of draft decisions are determined by the Head in accordance with the regulations of the Ministry, instructions for office work in the Ministry and are reflected in the work plan of the department (or the plan for the implementation of specific work).

5.3. The procedure for coordination and decision-making is established by the regulations of the Ministry, instructions for office work in the Ministry.

6. The procedure for official interaction of the Head in connection with the performance of his official duties with employees of the Ministry, other state bodies, citizens and organizations

6.1. The head in the performance of official duties is directly subordinate to the director of the Department and carries out his instructions.

6.2. The head independently interacts with employees of the Ministry, other state bodies, citizens and organizations in the performance of official duties.

6.3. The head immediately brings to the attention of the head the information that has become known to him, which is essential for the activities of the Department, the Ministry.

6.4. The head does not have the right to officially represent the Department, the Ministry without a corresponding order. If such an order is necessary, the Head is obliged to report this to the head.

6.5. Official correspondence in the process of official interaction is carried out in accordance with the regulations of the Ministry, instructions for office work in the Ministry.

7. Indicators of the effectiveness and efficiency of the professional performance of the Head

7.1. The efficiency and effectiveness of the performance by the Head of official duties, instructions of the Director of the Department is determined by the Director of the Department, taking into account the efficiency and effectiveness of the department.

7.2. The efficiency and effectiveness indicators are:

7.2.1. The number of works performed by the department (positions of the department plan; instructions of the director of the Department).

7.2.2. The quality of the work performed by the department (the number and volume of returns and processing).

7.2.3. The number of engagements (unforeseen, unplanned) of other employees of the Department and the amount of work performed by them.

7.2.4. The complexity of the work performed (complexity; the presence of an analytical part; the study of the history of the issue; the need to attract workers from other areas; multivariance; the need for a creative approach).

7.2.5. Compliance with the deadlines for the performance of work in accordance with the plans of the Department, instructions of the Director of the Department.