Management of open joint-stock company
Management of the Company
To control open trading joint stock company and its founder create controls stipulated by the current legislation and are recorded in the company's Charter:
- The General meeting of shareholders;
The Supervisory Board;
Of the Board.
An indicative organizational chart for the management of large public company is shown in Fig. 90.
The General meeting of shareholders is the highest institutional body for the management of the company.
In the General meeting of shareholders have the right to attend all its shareholders regardless of the number and class of shares which they are. To participate in the General meeting with right to vote and the members of Executive bodies who are not shareholders.
Shareholders (or their representatives) who participate in the General meeting, the register indicating the number of votes that each participant has. This list shall be signed by the Chairman and Secretary of the meeting.
The competence of the General shareholders ' meeting as the highest management body include:
the definition of the basic directions of activity of joint-stock company and approval of its plans and reports on their implementation; amendments to the statutes; election and recall of members of the Board (Supervisory Board), members of
of the Board, the audit Committee of joint stock companies; approval of annual results of activity of joint-stock companies, including its subsidiaries, approval of reports and conclusions of revision Commission, order of profit distribution, the determination of the procedure for covering losses; J the creation, reorganization and liquidation of subsidiaries, branches
and representative offices, approval of their statutes and regulations; making decisions on bringing to property accountability
officers of the company; approval of the rules of procedure and other internal documents of the company, the definition and approval of organizational structure of the company;
the decision on the acquisition of a joint stock company
shares that are issued to them; - election of the Chairman of the Board, the conclusion of his employment contract; the terms of remuneration of officials of the joint
companies, its subsidiaries, branches and representative offices; * approval of contracts(agreements) concluded to the amount exceeding
specified in the company Charter; the decision on the termination of activity of the company, appointment of the liquidation Commission; approval of the liquidation balance.
The company's Charter to the competence of the General meeting can be taken and other issues.
Total fees are determined eligible if they are attended by shareholders who, in accordance with the Charter of the company, more than 60 percent of the vote.
Decisions of General meetings of shareholders taken by majority of 3/4 of votes of shareholders attending the meeting on such important issues:
. amendment to the Charter of the company;
• making decisions on the termination of activity;
• creation and termination of subsidiaries, branches and representative offices;
On other issues, decisions are idle a majority of votes of shareholders attending the meeting.
There is an order of convocation of the General meeting of shareholders and vote on them. On holding the General meeting of shareholders holders of registered shares shall be notified personally. In addition, the overall message provided by the Charter on the following charges indicating the time and place of the meeting and agenda must be made at least 45 days prior to the convening of the General meeting.
Any shareholder has the right to submit proposals regarding the agenda of General meetings not later than 40 days prior to their convening. In the same period, shareholders holding in aggregate more than 10 percent of the vote, can require the inclusion of issues in the agenda.
Prior to the convening of General meetings of shareholders shall be given an opportunity to familiarize with the documents connected with the agenda of the meetings.
The General meeting may not adopt decisions on issues not included in the agenda.
General meeting of shareholders shall be convened at least once per year, unless otherwise provided by the Charter companies. Extraordinary meeting of shareholders shall be convened in case of insolvency of the society, and under the circumstances set forth in the Charter of the company, and in any other case, if this is in the best interests of the company as a whole.
The meeting shall also be convened by the Executive authority at the request of the Council of shareholders (the Supervisory Board). Shareholders who own in aggregate more than 20 percent of the vote, have the right to demand convocation of extraordinary meetings at any time and for any reason.
If within 20 days the Board has not fulfilled the specified requirements, they are entitled to call a meeting.
Voting at the General meeting of shareholders is held according to the principle: one share - one vote. The Charter can be set to the minimum number of shares which gives the right to vote, or limiting the number of votes granted to one shareholder.
The Supervisory Board is the body that represents the interests of shareholders in between the General meeting, organizes implementation of decisions of the General meeting, oversees the activities of the management Board, within certain Charter companies. The functions and powers of the Supervisory Board are defined by the current legislation of Ukraine, the Charter, the Regulation "On the Supervisory Board of companies".
Thus, in particular, to the competence of Supervisory Board includes:
• making decisions on bringing to property accountability officers of the Board, the audit Committee;
• determination of the procedure for covering losses;
• bonding companies, including the convertible, the approval of the terms of conversion of bonds into shares of the company;
• entry into the existing unions, organizations and associations;
• the issue of the acquisition shares issued to them, etc.
The composition of the Supervisory Board chosen from among the shareholders and approved by the General meeting.
The Supervisory Board is accountable to the General meeting of shareholders. The members of the Supervisory Board cannot be members of the Executive body.
Among the management bodies of the joint stock company belongs and the audit comsal which exercises control over its activities.
The audit Commission is elected and approved by the shareholders ' meeting from among the shareholders. The order of the audit Commission and its quantitative composition was also approved by the General meeting of shareholders. Check financially-economic activities of the management Board is carried out by the audit Commission on behalf of the General meeting, the Supervisory Board, on its own initiative or at the request of shareholders owning in the aggregate more than 10% of the votes.
The audit Committee shall report the results of its inspections to the General shareholders meeting or the Supervisory Board.
The members of the audit Committee have the right to participate with a consultative vote in the Board meeting.
The audit Commission is the conclusion of the annual reports and balance sheets. Without the conclusion of the audit Commission General meeting of shareholders is not entitled to claim the balance.
The members of the audit Committee may not be members of the Executive body (the management Board). For the operational management of the current activities of open joint stock companies by its higher authorities are created, the Executive body headed by the Board.
The Board, as an Executive body, in accordance with developed and approved by the shareholders organizational structure that manages the structural and functional divisions of the company. Structural functional units are formed by the Board shall act in accordance with the Provisions developed by the managers of the respective departments and approved by the order of the Chairman of the Board.
The Board is elected by the General meeting of shareholders for a term of 5 years. Board decisions are taken by majority vote despite the fact that each member has one vote. In the case of allocating votes equally divided, the vote of the Chairman of the Board is decisive.
At the Board meeting is chaired by the Chairman of the Board, in his absence one of the members of the Board. The Board meeting is held at least once per month.
The work of the Board is managed by the Chairman who is appointed or elected according to the Charter of joint-stock companies.
The Board decides all issues of JSC, except for those that belong to the competence of the General Assembly and the Council of joint-stock company (Supervisory Board).
The General meeting may decide to transfer part of their rights to the competence of the Board.
The Board is accountable to the General meeting of shareholders and the Board of the joint-stock company (Supervisory Board) and organizes implementation of their decisions.
The Board acts on behalf of the joint companies to the extent permitted by applicable law and the company Charter. Board members cannot be members of the Supervisory Board and the audit Commission.
The Chairman of the Board and its members can only be persons who are with the company in labour relations. The competence of the Chairman of the Board are:
• leadership of the Board and financial and economic
• signing all types of documents;
• organization of execution of decisions of the General meeting, Supervisory Board, audit Commission and management Board;
• formation and approval of the staffing table and official salaries;
• acceptance and dismissal of workers;
• implementation without power of attorney acts on behalf of companies, representation of companies before state authorities and other entities;
• issuance of orders and requests by prospective and current activities of the society;
• negotiating, conclusion of agreements and contracts;
• maintaining minutes of the meetings of the Board and certain other statutory.