Regulations on the board of directors of a joint-stock company - a sample. Model regulation on the board of directors of an open joint stock company Regulation on the board of directors of a bank

In order to improve corporate governance and implementation best practices corporate governance in Russian financial market The Bank of Russia recommends that public joint-stock companies apply the attached regulations on the board of directors and on committees of the board of directors of a public joint-stock company.

6.6. Secretary of the Board of Directors of the Company:

receives requests to convene meetings of the board of directors and documents necessary for the formation of the agenda and preparation of meetings of the board of directors;

forms the draft agenda of meetings of the board of directors and submits them for approval to the chairman of the board of directors;

informs the members of the Board of Directors about the meetings of the Board of Directors of the Company by sending a notice of the meeting, the approved agenda of the meeting, documents and materials for the meeting, as well as voting ballots in case the meeting is held by absentee voting;

accepts voting ballots filled in by members of the Board of Directors of the Company and sums up the results of voting on issues, decisions on which are made by absentee voting;

keeps minutes of in-person meetings of the board of directors, prepares minutes of meetings held by absentee voting, and submits them for signature to the chairman of the board of directors or another person presiding over the meeting;

performs other functions in accordance with these Regulations, other internal documents of the Company and instructions of the Chairman of the Board of Directors of the Company.

7.1. Meetings of the Board of Directors of the Company are held at least once every two months in accordance with the work plan approved by the Board of Directors of the Company. The work plan of the Board of Directors of the Company must contain a list of issues to be considered at the relevant meetings. Unscheduled meetings of the Board of Directors are held at the initiative of the Chairman of the Board of Directors of the Company, at the request of a member of the Board of Directors of the Company, the Audit Commission (Auditor) of the Company or the Auditor of the Company, the executive body of the Company, as well as the shareholder (shareholders) owning in total at least two percent of the placed ordinary shares of the Company.

7.2. Notice of the meeting shall be sent to the members of the Board of Directors of the Company in the manner that ensures its prompt receipt and is most acceptable to the members of the Board of Directors (by registered mail, delivery against signature, by e-mail, facsimile or other communication).

7.3. Under normal circumstances, the members of the Board of Directors of the Company must be notified of the date and time of the meeting, the form of its holding and the agenda with the attachment of materials related to the agenda, no later than five calendar days before the date of the meeting. At the same time, the period of notification in any case should ensure the possibility of preparing members of the Board of Directors of the Company for a meeting of the Board of Directors of the Company.

7.4. Members of the Board of Directors should be able to familiarize themselves with the work plan and schedule of meetings of the Board of Directors of the Company in advance. Conclusions of the committees of the Board of Directors of the Company and (or) independent directors of the Company on the agenda items must be provided for review to the members of the Board of Directors no later than five calendar days before the date of the relevant meeting.

7.5. The form of the meeting of the Board of Directors of the Company is determined taking into account the importance of the agenda items.

7.6. Meetings of the Board of Directors of the Company are held in person, at which the following agenda items are considered:

1) approval of priority areas of activity and the financial and economic plan of the Company;

2) convening an annual general meeting of shareholders and making decisions necessary to convene and hold it, convene or refuse to convene an extraordinary general meeting of shareholders;

3) preliminary approval of the annual report of the Company;

4) election and re-election of the Chairman of the Board of Directors of the Company;

5) formation of executive bodies of the Company and early termination of their powers, if the Charter of the Company refers this to the competence of the Board of Directors of the Company;

6) suspension of the powers of the sole executive body of the Company and appointment of a temporary sole executive body, if the charter of the Company does not refer the formation of executive bodies to the competence of the board of directors of the Company;

7) submission for consideration by the general meeting of shareholders of issues of reorganization (including determination of the conversion factor of the Company's shares) or liquidation of the Company;

8) approval of significant transactions of the Company;

9) approval of the registrar of the Company and the terms of the contract with him, as well as termination of the contract with the registrar;

10) submission for consideration by the general meeting of shareholders of the issue of transferring the powers of the sole executive body of the Company to a managing organization or manager;

11) consideration of significant aspects of the activities controlled by the Company legal entities;

12) issues related to the receipt by the Company (sending by the Company) in accordance with the provisions of Chapter XI.1 of the Federal Law "On Joint Stock Companies" of a mandatory or voluntary offer to purchase securities, notification of the right to demand the repurchase of securities, a demand for the repurchase of securities ;

13) issues related to the increase authorized capital of the Company (including determination of the price of property contributed as payment for additional shares placed by the Company);

14) consideration financial activities Companies for the reporting period (quarter, year);

15) issues related to the listing and delisting of the Company's shares and securities convertible into the Company's shares;

16) consideration of the results of the assessment of the effectiveness of the work of the Board of Directors of the Company, executive bodies and other key executives of the Company;

17) decision-making on remuneration of members of the executive bodies and other key executives of the Company;

18) approval of an internal document of the Company that defines the Company's risk management policy;

19) approval of the internal document of the Company, which determines the dividend policy of the Company.

7.7. Significant transactions of the Company, in which there is an interest of the controlling person of the Company, before consideration of the issue of approval (obtaining consent to make) such transactions at a meeting of the Board of Directors of the Company, including when this issue is submitted to the general meeting of shareholders, must be considered by the independent directors of the Company . The materials for the relevant meeting of the Company's Board of Directors shall include documents reflecting the position of the Company's independent directors on the issue of approval (obtaining consent to make) the said transactions.

7.8. The quorum for holding meetings of the Board of Directors of the Company is determined by the Articles of Association of the Company, but should not be less than half of the number of elected members of the Board of Directors of the Company.

7.9. Decisions on the agenda items of a meeting of the Board of Directors of the Company are taken by a majority of votes of its members participating in the meeting, except for the cases provided for federal law"On Joint Stock Companies", other federal laws and the Charter of the Company. Each member of the board of directors has one vote.

In case of equality of votes, the vote of the Chairman of the Board of Directors of the Company shall be decisive. The transfer of voting rights by a member of the Board of Directors of the Company to another person, including another member of the Board of Directors of the Company, is not allowed.

7.10. When holding meetings of the Board of Directors of the Company in person, to determine the presence of a quorum and the results of voting, a written opinion on the agenda of the meeting of a member of the Board of Directors of the Company absent from the meeting is taken into account. The corresponding written opinion of a member of the Board of Directors of the Company may be sent to the Secretary of the Board of Directors by telephone, electronic communication or in any other way that ensures the proper identification of the person who sent it and its prompt sending and receiving.

7.11. Members of the Board of Directors of the Company who are absent at the meeting venue have the right to participate in the discussion of agenda items and voting remotely - via conference and video conferencing.

7.12. The Company ensures the maintenance and storage of transcripts of meetings of the Board of Directors of the Company or the use of other recording methods that allow reflecting the positions of each member of the Board of Directors of the Company on the agenda items of the meeting. Oral dissenting opinions of members of the Board of Directors of the Company are recorded in the minutes of the relevant meeting, written dissenting opinions of members of the Board of Directors of the Company are attached to the minutes of meetings of the Board of Directors of the Company and are an integral part of them.

8.2. The committees consist of members of the Board of Directors of the Company. The Committees preliminary consider issues related to the competence of the Board of Directors of the Company and submit recommendations to the Board of Directors of the Company.

8.3. The Audit Committee contributes to the effective performance of the functions of the Board of Directors of the Company in terms of control over the financial and economic activities of the Company.

8.4. The Remuneration Committee preliminary considers issues related to the formation of an effective and transparent remuneration practice.

8.5. The Committee for Nominations (Appointments, Personnel) preliminary considers issues related to the implementation of personnel planning (succession planning), professional staff and performance of the board of directors.

8.6. The Board of Directors of the Company approves the regulations on its committees, which determine the procedure for work, competence and duties, requirements for the composition of the relevant committees.

8.7. The chairmen of the committees must regularly inform the Board of Directors of the Company and its chairman about the work of their committees.

8.8. The committees must annually submit reports on their work to the Board of Directors of the Company.

IX. Identification and prevention of conflict of interests of members of the Board of Directors of the Company

9.1. Members of the Board of Directors of the Company must refrain from actions that will lead or may lead to a conflict of interest.

9.2. In the event of a potential conflict of interest for a member of the Board of Directors of the Company, including if there is an interest in the Company's transaction, such a member of the Board of Directors of the Company must notify the Board of Directors of the Company by sending a notice to its chairman or secretary. The notice must contain information both about the fact of the existence of a conflict of interest, and about the grounds for its occurrence. Information about the conflict of interest, including the interest in the transaction, shall be included in the materials provided at the meeting to the members of the Board of Directors of the Company. In any case, the specified information must be provided before the discussion of the issue on which a member of the Board of Directors has a conflict of interest at a meeting of the Board of Directors of the Company or its committee with the participation of such a member of the Board of Directors of the Company.

9.3. The Chairman of the Board of Directors of the Company, in cases where the nature of the issue under discussion or the specifics of a conflict of interest so requires, has the right to propose to a member of the Board of Directors of the Company who has an appropriate conflict of interest not to be present at the discussion of such an issue at the meeting.

9.4. Members of the Board of Directors of the Company and persons related to them are prohibited from accepting gifts from parties interested in making decisions, as well as using any other direct or indirect benefits provided by such persons (with the exception of symbolic signs of attention in accordance with generally accepted rules of courtesy or souvenirs during official events).

9.5. Members of the Board of Directors of the Company must notify the Board of Directors of the Company of their intention to take a position in the management bodies of other organizations and immediately after being elected (appointed) to the management bodies of other organizations - of such election (appointment). The notification must be sent to the Chairman of the Board of Directors of the Company and the Secretary of the Board of Directors within a reasonable time before the date when a member of the Board of Directors of the Company agreed to his election (appointment) to the management body of another organization and after the date of his election (appointment) to the management body of another organization. organizations.

10.1. The Board of Directors ensures that the performance of the Board of Directors, its committees and members of the Board of Directors is assessed. The purpose of assessing the quality of the work of the board of directors is to determine the degree of efficiency of the work of the board of directors, its committees and members of the board of directors, the compliance of their work with the needs of the Company's development, the revitalization of the work of the board of directors and the identification of areas in which their activities can be improved.

10.2. The work of the board of directors, committees and members of the board of directors is evaluated on a regular basis, at least once a year. The methodology (methodology) of such assessment is preliminary considered by the nominations committee and approved by the Board of Directors of the Company.

10.3. Evaluation of the effectiveness of the work of the chairman of the board of directors is carried out by independent directors, taking into account the opinions of all members of the board of directors.

10.4. For independent evaluation the quality of the work of the board of directors, the board of directors periodically, but at least once every three years, engages an external organization (consultant), determined by the board of directors at the suggestion of the nomination committee.

10.5. Based on the results of the assessment, the chairman of the board of directors, taking into account the recommendations of the committee on nominations, formulates proposals for improving the work of the board of directors and its committees. Based on the results of an individual assessment, the chairman of the board of directors, if necessary, makes recommendations on improving the qualifications of members of the board of directors. Following the recommendations, the Company develops and conducts individual programs and trainings, which are supervised by the Chairman of the Board of Directors.

10.6. The Company discloses information on the evaluation of the work of the Board of Directors in the Company's annual report.

XI. Approval and amendment of the Regulations

11.1. This Regulation shall enter into force after its approval by the General Meeting of Shareholders of the Company and may be amended at any time in the same manner.

*(2) The company must indicate the number of members of the board of directors in accordance with its charter or decision of the general meeting of shareholders, which, in accordance with paragraph 2 of Article 66 of Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies", cannot be less than 5 (five) members, for companies with more than 1,000 shareholders owning voting shares - less than 7 (seven) members, and for companies with more than 10,000 shareholders owning voting shares - less than 9 (nine) members.

*(3) In the event that the powers of the sole executive body of the Company are transferred under an agreement to a managing organization.

*(4) The Company may provide that the functions of the secretary of the board of directors are performed by the corporate secretary (department of the corporate secretary) of the Company.

*(5) If the Charter of the Company defines the right of a shareholder to demand the convocation of a meeting of the Board of Directors of the Company. The Charter of the Company, taking into account the scale of its activities and the risks it takes, may determine a smaller number of ordinary shares of the Company, which in the aggregate must be owned by a shareholder (shareholders) in order to have the right to demand the convening of a meeting of the Board of Directors of the Company.

*(6) The Company may indicate specific methods for sending notifications to members of the Board of Directors about holding meetings of the Board of Directors of the Company.

*(7) The Company, taking into account the scale of its activities and the risks it takes, may specify a longer period for notifying members of the Board of Directors of a meeting of the Board of Directors of the Company.

*(8) The Company, taking into account the scale of its activities and the risks it takes, may indicate a longer period for providing for review the conclusions of the committees of the Board of Directors and (or) independent directors of the Company on the agenda of the meeting of the Board of Directors of the Company.

*(9) Determined in accordance with the Charter of the Company.

*(10) Determined in accordance with the Charter of the Company.

*(11) The Company may indicate specific ways of fixing, allowing to reflect the positions of each member of the Board of Directors on the agenda items of the meeting.

*(12) The Company may specify another possibly short reasonable period for holding the first meeting of the Board of Directors.

*(13) Taking into account the scope of activities and the level of risk, the Company may provide for the creation of other committees of the Board of Directors (including the strategy committee, the corporate governance committee, the ethics committee, the risk management committee, the budget committee, the health committee , security and environment and etc.).

*(14) If there is a senior independent director, the Company must reflect his key role in assessing the effectiveness of the chairman of the board of directors and in planning the succession of the chairman of the board of directors of the Company.

2.2.1. Assessment of the composition of the board of directors in terms of professional specialization, experience, independence and involvement of its members in the work of the board of directors, identification of priority areas for strengthening the composition of the board of directors.

2.2.2. Interaction with shareholders, which should not be limited to largest shareholders, in the context of the selection of candidates for the Board of Directors of the Company. This interaction should be aimed at forming the composition of the Board of Directors that best meets the goals and objectives of the Company.

2.2.3. Analysis of the professional qualifications and independence of all candidates nominated to the Board of Directors of the Company, based on all information available to the Committee, as well as the formation and communication to shareholders of recommendations regarding voting on the issue of election of candidates to the Board of Directors of the Company.

2.2.4. Description individual responsibilities of directors and the chairman of the board of directors, including determining the time that should be devoted to issues related to the Company's activities, within and outside of meetings, in the course of scheduled and unscheduled work. This description (separate for members of the board of directors and for its chairman) is approved by the board of directors and handed over for familiarization to each new member of the board of directors and his chairman after their election.

2.2.5. Conducting an annual detailed formalized procedure for self-assessment or external assessment of the board of directors and committees of the board of directors in terms of the effectiveness of their work in general, as well as the individual contribution of directors to the work of the board of directors and its committees, development of recommendations to the board of directors regarding the improvement of the procedures for the work of the board of directors and its committees , preparation of a report on the results of a self-assessment or an external assessment for inclusion in the annual report of the Company.

2.2.6. Analysis of the current and expected needs of the Company in relation to the professional qualifications of members of the executive bodies of the Company and other key executives, dictated by the interests of the competitiveness and development of the Company, succession planning in relation to these persons.

2.2.9. Preparation of a report on the results of the work of the Committee for inclusion in the annual report and other documents of the Company.

2.3. The Committee is obliged to make sure that the members of the Board of Directors of the Company are elected through a transparent procedure that allows taking into account the diversity of opinions of shareholders.

2.4. The Committee is obliged to make sure that the composition of the Board of Directors of the Company complies with the requirements of the legislation Russian Federation, tasks facing the Society, corporate values Society.

2.5. The Committee is obliged, including taking into account the information provided by the candidate to the Board of Directors, to assess the independence of candidates and form a conclusion on their independence. The Committee also regularly analyzes the compliance of independent members of the board of directors with the independence criteria and ensures prompt disclosure of information on the identification of circumstances due to which a particular member of the board of directors ceases to be independent.

2.6. The committee is obliged to review the self-assessment methodology of the board of directors in advance and makes proposals to the board of directors on the approval of the self-assessment methodology and the selection of an independent consultant to evaluate the work of the board of directors.

2.7. The Committee is obliged, together with the Chairman of the Board of Directors, if necessary, to formulate proposals for improving the work of the Board of Directors and its committees, taking into account the results of the assessment. Based on the results of an individual assessment, recommendations can be given to improve the skills of individual members of the board of directors, as well as individual training programs (trainings) are formed and conducted. The Committee exercises control over the implementation of such programs jointly with the Chairman of the Board of Directors.

2.8. The Committee is obliged to timely inform the Board of Directors of its reasonable concerns and any circumstances uncharacteristic for the Company's activities that become known to the Committee in connection with the exercise of its powers.

2.9. The Committee is accountable in its activities to the Board of Directors of the Company and reports to it on each meeting of the Committee held.

III. Composition of the Committee

3.2.1. The majority of Committee members must be independent directors.

3.2.2. The Chairman of the Committee is independent director.

3.3. If the Chairman of the Committee is the Chairman of the Board of Directors of the Company, he cannot act as Chairman at the meeting of the Committee, which considers the issues of planning the succession of the Chairman of the Board of Directors or making recommendations regarding his election.

3.4. The Chairman of the Committee is determined by the Board of Directors on the proposal of the Chairman of the Board of Directors.

3.5. Chairman of the Committee:

3.6. When joining the Committee, its members of the Committee must be explained in detail their functions and powers. Members of the Committee should be given the opportunity, if necessary, at any time to receive training necessary for the performance of their functions.

IV. Working procedure of the Committee

4.1. Committee meetings

4.1.1. The Committee meets on a regular basis as needed, but at least twice a year. If necessary, the Committee holds extraordinary meetings.

4.2. Committee Secretary

4.2.1. The Secretary of the Committee is the Secretary of the Board of Directors of the Company.

______________________________

*(1) In addition to the above powers, the Company has the right to grant the Committee additional powers.

*(2) This function may be performed by the board of directors.

*(3) Specifies the number of members of the Committee.

*(6) The Company has the right to establish more stringent requirements for the quorum for holding meetings of the Committee, including depending on the issues included in the agenda of the meetings of the Committee.

Position
on the remuneration committee of the board of directors of a public joint stock company (approximate)

Approved
decision of the board of directors
PJSC "_____________________",
minutes of the meeting dated ______._____.20__
№__________

I. General provisions

1.1. This Regulation (hereinafter referred to as the "Regulation") defines the main objectives of the activity, the competence and powers of the Remuneration Committee of the Board of Directors (hereinafter referred to as the "Committee"), as well as the procedure for forming the composition of the Committee and the procedure for its work.

1.2. The Committee is a collegial advisory body established to assist the Board of Directors in considering issues related to the formation of an effective and transparent practice of remuneration for members of the Board of Directors of the Company, executive bodies and other key executives of the Company. The activities of the Committee are carried out in accordance with the competence determined by the Regulations. The Committee is not a management body of the Company in accordance with the legislation of the Russian Federation.

1.3. The Committee provides the Board of Directors with opinions and recommendations on the issues under consideration within its competence. The Committee provides the Board of Directors with an annual report on the work done, as well as a report on its activities at any time at the request of the Board of Directors.

1.4. In carrying out its activities, the Committee is guided by the legislation of the Russian Federation, the Charter of the Company, internal document of the Company regulating the activities of the Board of Directors of the Company (on the Board of Directors of the Company), these Regulations and other internal documents of the Company, as well as the Corporate Governance Code recommended for application by Letter No. 06-52/2463 of the Bank of Russia dated April 10, 2014 "On the Corporate Governance Code" .

II. Competence and obligations of the Committee

2.1. The purpose of the Committee's activity is to assist the Board of Directors of the Company in determining the remuneration policy and monitoring its implementation.

2.2. The competence and duties of the Committee include:

2.2.1. Development and periodic revision of the Company's policy on remuneration of members of the Board of Directors, executive bodies and other key executives of the Company, including the development of parameters for short-term and long-term motivation programs for members of executive bodies and other key executives of the Company.

2.2.2. Supervision of the introduction and implementation of the Company's remuneration policy and various motivation programs.

2.2.3. Preliminary assessment of the work of the executive bodies and other key executives of the Company in the context of the criteria laid down in the remuneration policy, as well as a preliminary assessment of the achievement by these persons of the goals set within the framework of the long-term motivation program.

2.2.4. Development of conditions for early termination employment contracts with members of the executive bodies and other key executives of the Company, including all material obligations of the Company and the conditions for their provision.

2.2.5. Selection of an independent consultant on remuneration of members of the executive bodies and other key executives of the Company, and if the Company's policy provides for the mandatory conduct of competitive procedures for the selection of the specified consultant, determining the conditions of the competition and acting as a competition commission.

2.2.6. Development of recommendations for the Board of Directors on determining the amount of remuneration and principles for remunerating the Corporate Secretary of the Company, as well as a preliminary assessment of the work of the Corporate Secretary of the Company based on the results of the year and proposals for remuneration of the Corporate Secretary of the Company.

2.2.7. Preparation of a report on the practical implementation of the principles of the remuneration policy for members of the Board of Directors, members of executive bodies and other key executives of the Company for inclusion in the annual report and other documents of the Company.

2.3. The Committee ensures that the remuneration policy adopted by the Company guarantees the transparency of all material benefits in the form of a clear explanation of the applied approaches and principles, as well as detailed disclosure of information on all types of payments, benefits and privileges provided to members of the Board of Directors, executive bodies and key executives of the Company for the performance of their duties.

2.4. When forming and reviewing the remuneration system for members of the executive bodies and other key executives of the Company, the Committee must analyze and provide recommendations to the board of directors in relation to each of the components of the remuneration system, as well as their proportional ratio in order to ensure a reasonable balance between short-term and long-term performance results. For the purposes of this Regulation, short-term performance results are understood as the results of activities for a period of not more than three years, and long-term - for a period of at least five years.

2.5. The Committee supervises the disclosure of information on the policy and practice of remuneration and on the ownership of shares of the Company by members of the Board of Directors, as well as members of the executive bodies and other key executives of the Company in the annual report and on the website (page) in the Internet information and telecommunication network used by (used) by the Company for information disclosure.

2.6. The Committee is obliged to ensure that the level of remuneration paid by the Company is sufficient to attract, motivate and retain persons with the competence and qualifications necessary for the Company.

2.7. The Committee is obliged to make sure that the system of remuneration of members of the Board of Directors ensures that the financial interests of members of the Board of Directors are aligned with the long-term financial interests of the Company's shareholders.

2.8. The Committee is obliged to make sure that the system of remuneration of executive bodies and other key executives of the Company provides for the dependence of remuneration on the result of the work of the Company and their personal contribution to the achievement of this result.

2.9. The Committee is obliged to timely inform the Board of Directors of its reasonable concerns and any circumstances uncharacteristic for the Company's activities that become known to the Committee in connection with the exercise of its powers.

2.10. The Committee is accountable in its activities to the Board of Directors of the Company and reports to it on each meeting of the Committee held.

III. Composition of the Committee

3.1. The committee consists of at least three members, who are determined by the board of directors from among its members on the proposal of the chairman of the board of directors for a period until the next annual general meeting of shareholders. The Board of Directors has the right to early terminate the powers of the members of the Committee and re-form the composition of the Committee.

3.2. The requirements for the membership of the Committee are as follows:

3.2.1. The Committee is formed from independent members of the Board of Directors.

3.2.2. The Chairman of the Committee is an independent director who is not the Chairman of the Board of Directors.

3.3. The Chairman of the Committee is determined by the Board of Directors on the proposal of the Chairman of the Board of Directors.

3.4. Chairman of the Committee:

1) establish the procedure for the work of the Committee;

2) determines the priorities in the activities of the Committee and forms a plan for its work;

3) makes a decision on convening meetings of the Committee and presides over them;

4) approve the agenda of the meetings of the Committee;

5) promotes an open and constructive discussion of agenda items and the development of agreed conclusions and recommendations;

6) reports on the results of the Committee's work at meetings of the Board of Directors.

3.5. When joining the Committee, its members of the Committee must be explained in detail their functions and powers. Members of the Committee should be given the opportunity, if necessary, at any time to receive training necessary for the performance of their functions.

IV. Working procedure of the Committee

4.1. Committee meetings

4.1.1. The Committee meets on a regular basis, as needed, but at least twice a year. If necessary, the Committee holds extraordinary meetings.

4.1.2. Committee meetings are convened by the Secretary of the Committee by decision of the Chairman of the Committee.

4.1.3. The Chairman of the Committee approves the agenda and determines the duration of the meetings of the Committee, as well as ensures the effective performance by the Committee of its duties.

4.1.4. Regular (ordinary) meetings of the Committee should be held before the date of the scheduled meetings of the Board of Directors in order to ensure the possibility of timely submission of a report on the activities of the Committee to the Board of Directors.

4.1.5. A member of the Committee has the right to apply to the Chairman of the Committee with a proposal to hold an extraordinary meeting of the Committee.

4.1.6. Notification of the meeting of the Committee, indicating the agenda of the meeting, place, time and date of its holding, must be sent to each member of the Committee and other persons whose presence at the meeting of the Committee is necessary. The notification must be sent no later than five working days before the date of the meeting. The documents required for preparation and participation in the meeting must be sent to the members of the Committee, as well as other persons invited to participate in the meeting of the Committee, simultaneously with the notification. Notification of the meeting of the Committee, as well as the documents required for preparation and participation in the meeting, may be sent via telecommunications or other communication channels that make it possible to reliably identify the sender, including by e-mail.

4.1.7. By decision of the Chairman, the Committee may hold meetings via videoconference or telephone communication. The Chairman has the right to ask the Committee to decide on the documents under consideration by exchanging messages by e-mail, fax and letters.

4.1.8. Taking into account the specifics of the issues considered by the Committee, the presence at the meetings of the Committee of persons who are not members of the Committee is allowed only at the invitation of the Chairman of the Committee.

4.1.9. The Chairman of the Committee, if necessary, invites any officials The Company, as well as on a permanent or temporary basis, attracts independent consultants (experts) to participate in the work of the Committee to prepare materials and recommendations on agenda items.

4.2. Committee Secretary

4.2.1. The secretary of the Committee is the secretary of the Board of Directors of the Company.

4.2.2. The Secretary of the Committee, within five working days after the date of the meeting of the Committee, prepares the minutes of the meeting, signs (approves) it with the Chairman of the Committee and sends it to all members of the Committee.

4.2.3. The Secretary of the Committee ensures the storage of minutes of the Committee meetings and their availability for familiarization by all members of the Board of Directors of the Company.

4.3. Quorum and decision making

4.3.1. The meeting of the Committee is valid (has a quorum) if it was attended by at least half of the members of the Committee. Participation of Committee members in the meeting using videoconference or telephone connection is taken into account for the purposes of determining the quorum and voting results.

4.3.2. By decision of the Chairman of the Committee, decisions at a meeting of the Committee may be taken by absentee voting.

4.3.3. Decisions of the Committee are made by a majority vote of the members of the Committee participating in the meeting (voting). In case of equality of votes, the vote of the Chairman of the Committee is decisive.

V. Performance evaluation and remuneration of Committee members

5.1. The activity of the Committee and its members is evaluated annually by the Board of Directors of the Company.

5.2. The amount of remuneration and reimbursable expenses (compensations) for members of the Committee and its chairman is determined in accordance with the Company's policy on remuneration of members of the Board of Directors, executive bodies and other key executives of the Company.

VI. Approval and amendment of the Regulations

6.1. The Regulations, as well as any amendments thereto, are approved by the Board of Directors of the Company.

6.2. The Committee annually considers the need to amend the Regulations.

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*(1) Specifies the number of members of the Committee.

*(3) A reasonable time period for preparing the minutes of the meeting is indicated.

*(4) The Company has the right to establish more stringent requirements for the quorum for holding meetings of the Committee, including depending on the issues included in the agenda of the meetings of the Committee.

Document overview

In order to improve corporate governance and introduce the best corporate governance practices in the Russian financial market, the Bank of Russia recommends that PJSCs apply the Regulations on the Board of Directors and Committees of the Board of Directors of PJSCs.

In particular, the regulation on the board of directors establishes that it exercises general management of the company's activities. The exception is the issues referred by the Law on joint-stock companies to the competence of the general meeting of shareholders.

The competence of the board of directors is determined by the above Law, other federal laws and the charter of the company. Issues related to its competence cannot be transferred to the decision of the executive bodies of the company.

The Regulations on Committees of the Board of Directors of PJSC (on audit, on nominations, on remuneration) establish that they are collegiate advisory bodies established to facilitate the effective performance of the functions of the Board of Directors in the relevant areas of the company's activities.

Committees are not management bodies of the company. They provide the board of directors with opinions and recommendations on the issues under consideration within their competence, an annual report on the work done and a report on their activities (at any time at the request of the board of directors).

The competence and responsibilities of the committees, their composition, work procedure, etc. have been determined.

The Regulation on the Board of Directors of a JSC refers to the internal documents of a legal entity and determines the rules of procedure for the work of the Board of Directors of a JSC. Further, in our article we will describe what information the named document should contain and how it should be drawn up and stored in the future.

The Regulations on the Board of Directors (hereinafter referred to as the Regulations) is a local normative act of a joint-stock company (hereinafter referred to as JSC), which determines the status of the board of directors, its competence, the procedure for choosing its members, as well as their rights and obligations.

Note! The named document is not directly mentioned in the text of the Federal Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ (hereinafter referred to as Law No. 208-FZ). At the same time, the regulation is one of the internal documents of the JSC and is adopted by decision of the general meeting of shareholders (clause 19, clause 1, article 48 of Law No. 208-FZ).

Local regulations of JSC can be divided into 2 large groups:

• obligatory for development and approval due to the requirements of the legislation;
• optional.

The first group includes:

• charter (Article 11 of Law No. 208-FZ);
• regulation on the audit commission (auditor) (clause 2, article 85 of law No. 208-FZ);
• regulation on the collegial executive body of the joint-stock company - if there is such an executive body (clause 1, article 70 of law No. 208-FZ);
• Regulations on the branch or representative office of JSC.

Important! The Regulation does not apply to the mandatory internal documents of the JSC due to the requirements of the legislation. In the absence of the named document, resolution of all issues, one way or another related to the regulation of the activities of the board of directors, is carried out on the basis of the rules established by law.

If, due to the discretion of certain norms of Law No. 208-FZ, a JSC has the right to independently determine some features of a particular procedure (for example, indicate the possibility of making decisions by the company's board of directors by absentee voting, etc.), then such subtleties may be fixed in the charter of JSC. At the same time, there is no need to duplicate them in the position.

The choice of the design and content of internal regulatory documentation refers to issues that fall within the competence of the JSC bodies.

Conclusion! Thus, the JSC independently determines what information should be reflected in the regulation. Of course, the rules included in it should not contradict the current legislation.

One of the simplest options for the structure of the future provision is in accordance with the sequence of the relevant norms of Ch. VIII Law No. 208-FZ. Thus, an example position structure might look like this:

• general provisions - this paragraph usually indicates the scope of the provision on the board of directors of the JSC (hereinafter also referred to as the council), the scope of competence of the named body of the JSC, the list of regulatory documents that were used in the development of this internal document, etc. ;
• competence of the council - see art. 65 of Law No. 208-FZ;
• election of the council and termination of powers of its members - see Art. 66 of Law No. 208-FZ;
• chairman of the council - see art. 67 of Law No. 208-FZ;
• AO council meeting - see art. 68 of Law No. 208-FZ;
• secretary of the council and office of the secretary of the council - the procedure for electing the secretary and his functions are indicated;
• minutes of the meeting of the Board of JSC - see paragraph 4 of Art. 68 of Law No. 208-FZ;
• adoption of decisions by the council and the rules for their entry into force - see Art. 68 of Law No. 208-FZ;
• responsibility of members of the Board of JSC - see art. 71 of Law No. 208-FZ;
• change and addition of the provision - it is usually indicated that all changes and additions must also be approved by the decision of the meeting of shareholders of the JSC.

The template can be downloaded from this link: The regulation on the board of directors of a JSC is an example.

Depending on the specifics of the conduct of activities by a particular organization, the content of the provision may be supplemented by some specific sections. Such sections may include, for example:

• council work plan;
• rules for convening council meetings;
• regulations for conducting absentee voting;
• the procedure for issuing council decisions;
• remuneration to council members and compensation for expenses related to the performance of their duties, etc.

Note! The organization is entitled to independently determine the extent to which it should regulate in detail a certain aspect of the council's activities by fixing the relevant rules in the regulation.

obligatory unified / standard form there is no such document and specific requirements for its execution by the current legislation. The Bank of Russia, in its letter No. IN-015-52/66 dated September 15, 2016, proposed a sample model provision on the Board of Directors and recommended its application for PJSC in order to improve corporate governance in the Russian financial market. When compiling the document, you can also use the Guidelines for members of the Board of Directors financial organization, recommended by the Bank of Russia in letter No. IN-06-28/18 dated February 28, 2019.

In accordance with established practice, one can give the following recommendations according to the design and structure of the provision:

1. Title page - on it in the upper right corner there should be a mark on the approval of the document, namely:

• The word "approved".
• The name of the document on the basis of which the regulation was approved (for example, the minutes of the annual meeting of shareholders of the JSC, etc., indicating the details of such a document - the date of execution and, if available, the number). For details, see the article "Minutes of the annual general meeting of shareholders (sample 2018 - 2019)";
• Signature of an authorized person (for example, the chairman of the meeting) with a transcript.
• Seal of the organization (if the organization has one).

Also, the title page contains the name of the document itself and the name of the organization. The name of the place and the year of its publication are indicated at the bottom of the sheet.

1. The main content of the position.
2. Applications to the position. Typically, the applications contain samples of documents that the board of directors uses in its activities.

Important! The provision, together with the relevant annexes, must be numbered and linked. The number of sheets, the signature of the authorized person and the seal of the organization (if any) are affixed on the binding.

Contradictions between the content of the charter of the JSC and the regulation on the board of directors

The requirements of the charter are mandatory and must be complied with by all management bodies of the JSC (Article 11 of Law No. 208-FZ). The internal documents of the JSC, which include the regulation on the board of directors, are also binding - as documents adopted on the basis of a decision of the competent bodies of the JSC.

When compiling internal documentation, it is necessary to ensure that the powers of various JSC bodies do not overlap, and the relevant regulatory documents do not contradict each other.

In this case, if the wording of the charter of the JSC and the provisions are not agreed upon, it should be taken into account that the charter has greater legal force, due to the presence of direct indications of this in the law.

The courts also make a choice in favor of the charter as a document of great legal force, which is confirmed judicial practice, for example, in case of discrepancies in the named internal documents of JSC:

• in terms of the procedure for voting on the issue of electing the executive body of the JSC (see the decision of the Supreme Arbitration Court of the Russian Federation dated January 29, 2010 in case No. A56-29710 / 2008);
• in terms of the timing of notification of members of the board of directors of JSC about holding a meeting of the said body (see the decision of the Arbitration Court of the Rostov Region dated December 26, 2011 in case No. A53-20428 / 2011);
• in terms of determining the limits of the competence of the board of directors (see the resolution of the Federal Antimonopoly Service of the Volga-Vyatka District of July 10, 2013 in case No. A82-12026 / 2012), etc.

In accordance with paragraph 1 of Art. 89 of Law No. 208-FZ, the regulation on the board of directors must be kept by the JSC along with other internal documentation of the organization. Storage is carried out at the location of the executive body of the organization, the terms and procedure for it are determined by the provisions established by the Bank of Russia (clause 2 of the named article).

At the same time, the storage of documentation is organized by the sole executive body of JSC (clause 3.1 of the "Regulations on the procedure and terms of storage ...", approved by the Decree of the Federal Commission for the Securities Market of the Russian Federation dated July 16, 2003 No. 03-33 / ps (hereinafter referred to as Resolution No. 03-33 / ps )).

The position, as well as other documents, are stored in originals, and in case of loss of such - in the form of duly certified copies of the named documents. Moreover, in each case of loss or damage to the document, an appropriate act must be drawn up, which is subsequently attached to the copy of the document transferred for storage (clause 3.4 of Resolution No. 03-33 / ps).

Shelf life of the position:

• constantly - at the place of approval;
• 3 years - in other organizations (for example, in a shareholder organization) from the moment of replacement with new editions (see clause 57 of the “List of typical management ...”, approved by order of the Ministry of Culture of Russia dated August 25, 2010 No. 558).

So, the regulation on the board of directors is an internal regulatory act of the organization that regulates the activities of the board of directors in a JSC. The named internal document is not obligatory for AO. The legal entity determines the content and format of the provision independently, taking into account the requirements of the current legislation.

In the absence of an approved regulation on the board of directors, the JSC must be guided by the existing norms of the law and the rules included in the charter.

In case you are looking for a sample document from the area "Constituent Documents" with theme "Sample: regulation on the board of directors of a closed joint stock company", You can read this pattern.

APPROVED by the Decision of the General Meeting of Shareholders of Closed Joint Stock Company "_____________________________" Minutes No. ____________ dated "___" _______ 20___ REGULATIONS ON THE BOARD OF DIRECTORS OF CLOSE JOINT STOCK COMPANY "______________________________" 1. COMPETENCE OF THE BOARD OF DIRECTORS 1.1. The Board of Directors carries out general management of the Company's activities, except for resolving issues referred by law and the Charter of the Company to the exclusive competence of the General Meeting of Shareholders. 1.2. By decision of the General Meeting of Shareholders, members of the Board of Directors of the Company during the period of performance of their duties may be paid remuneration and reimbursed for expenses related to the performance of their functions as members of the Board of Directors in the amount established by the General Meeting of Shareholders. 1.3. The Chairman of the Board of Directors performs his duties on an ongoing basis. Other members of the Board of Directors exercise their powers as needed. 1.4. The following issues fall within the exclusive competence of the Company's Board of Directors: 1.4.1. Determination of priority areas of the Company's activities; 1.4.2. Convening the annual and extraordinary General Meetings of Shareholders of the Company, except for cases when, in accordance with the law and the Articles of Association of the Company, the General Meeting of Shareholders may be convened in a different manner; 1.4.3. Approval of the agenda of the General Meeting of Shareholders; 1.4.4. Determining the date of compiling the list of shareholders entitled to participate in the General Meeting, and resolving other issues related to the preparation and holding of the General Meeting of Shareholders; 1.4.5. Increasing the authorized capital of the Company by placing shares by the Company within the limits of the number and categories (type) of declared shares; 1.4.6. Placement by the Company of bonds and other securities; 1.4.7. Determining the market value of property in cases where, in accordance with the law and the Charter of the Company, the obligation to determine the market value of property is assigned to the Company; 1.4.8. Acquisition of shares, bonds and other securities placed by the Company in cases stipulated by law; 1.4.9. Conclusion of an agreement with the General Director; 1.4.10. Establishment of the amount of remuneration and compensation paid to the General Director of the Company; 1.4.11. Issuing recommendations on the amount paid to members Audit Commission(Auditor) of the Remuneration and Compensation Society; 1.4.12. Determining the amount of payment for the auditor's services; 1.4.13. Preparation of recommendations to the General Meeting of Shareholders on the amount of dividend on shares and the procedure for its payment; 1.4.14. Use of reserve and other funds of the Company; 1.4.15. Approval of internal documents of the Company that determine the procedure for the activities of the Company's management bodies, with the exception of documents, the adoption of which, in accordance with the Charter of the Company or the law, is referred to the competence of the General Meeting of Shareholders; 1.4.16. Creation of branches and opening of representative offices of the Company; 1.4.17. Making a decision on the Company's participation in other organizations, except for making decisions on the Company's participation in holding companies, financial and industrial groups, other associations commercial organizations; 1.4.18. Conclusion big deals related to the acquisition and alienation by the Company of property, the subject of which is property, the value of which is from 25 to 50 percent of the book value of the Company's assets as of the date of the decision to make such transactions. The decision to conclude major transactions is taken by the Board of Directors unanimously. If unanimity is not reached on the issue of a major transaction, it may be submitted for decision by the General Meeting of Shareholders. 1.4.20. Conclusion of transactions in which there is an interest. 1.5. The exclusive competence of the Board of Directors includes the submission of the following issues for decision by the General Meeting of Shareholders: - reorganization of the Company; - on the non-use of the shareholder's pre-emptive right to purchase the Company's shares or securities convertible into shares; - on determining the form of communication by the Company of materials (information) to shareholders; - about splitting and consolidation of shares; - on the conclusion of transactions in which there is an interest, when, in accordance with the law, this issue falls within the competence of the General Meeting of Shareholders; - on major transactions; - on the acquisition and redemption by the Company of placed shares in the cases provided for by this present Charter and the law; - on the participation of the Company in holding companies, financial and industrial groups, other associations of commercial organizations; 1.6. The Board of Directors has the right to resolve other issues referred to its competence by law and the Charter of the company. Issues related to the exclusive competence of the Board of Directors of the Company cannot be transferred to the decision of the General Director and other officials of the Company. 2. FORMATION OF THE BOARD OF DIRECTORS 2.1. Members of the Board of Directors are elected by the annual General Meeting of Shareholders for a period of one year from among the shareholders (representatives of shareholders). The election is carried out in the manner prescribed by law, the Charter and these Regulations. By decision of the General Meeting of Shareholders, the Board of Directors may be elected by cumulative voting. 2.2. During the election of the Board of Directors, voting for each candidate is held separately, unless the General Meeting decides to hold a cumulative vote. Candidates with the largest number of votes are considered elected to the Board of Directors. 2.3. When conducting cumulative voting, each voting share has the number of votes equal to the total number of members of the elected Board of Directors of the Company. The shareholder has the right to cast votes on the shares he owns in full for one candidate or distribute them among several candidates for members of the Board of Directors of the Company. Candidates with the largest number of votes are considered elected to the Board of Directors. 2.4. Persons elected to the Board of Directors may be re-elected an unlimited number of times. 2.5. The powers of any member of the Board of Directors or all members of the Board of Directors may be terminated early by decision of the General Meeting of Shareholders of the Company. 2.6. In case of election of members of the Board of Directors by cumulative voting, the decision of the General Meeting of Shareholders on early termination of powers may be taken only in respect of all members of the Board of Directors. After the decision on the early termination of the powers of the Board of Directors is made, the Board of Directors must be immediately elected new composition Board of directors. 2.7. The number of members of the Board of Directors is determined by the General Meeting of Shareholders. 2.8. The Chairman of the Board of Directors is elected by the members of the Board of Directors from among the members of the Board of Directors by a majority vote of the total number of members of the Board of Directors. The General Director of the Company cannot be elected as the Chairman of the Board of Directors until he resigns his powers as the General Director. 2.9. The Board of Directors has the right to re-elect its Chairman at any time by a majority vote of the total number of members of the Board of Directors. 3. MEETINGS OF THE BOARD OF DIRECTORS 3.1. Meetings of the Board of Directors are held as necessary, but at least once every three months. 3.2. The meeting of the Board of Directors is convened by the Chairman of the Board of Directors on his own initiative, at the request of a member of the Board of Directors, the Audit Commission (Auditor) or the auditor of the Company, Director General, as well as shareholders (shareholder) - owners of at least 5 (five) percent of voting company shares . 3.3. Members of the Board of Directors are notified in writing of an appointed meeting of the Board of Directors at least three days before the date of its holding. Notification is carried out by sending registered letters, telegrams, telephone messages. Familiarization against receipt with the decision of the Chairman of the Board of Directors on the appointment of a meeting is equated to a written notice. In urgent cases, a meeting of the Board of Directors may be convened immediately without a written notice to the members of the Board of Directors. 3.4. The Chairman of the Board of Directors organizes its work, convenes meetings of the Board of Directors and chairs them, organizes the keeping of minutes at meetings, and chairs the General Meeting of Shareholders. 3.5. In the absence of the Chairman of the Board of Directors, his functions are performed by one of the members of the Board of Directors of the Company by decision of the Board of Directors. 3.6. Meetings of the Board of Directors are competent if at least half of the elected members of the Board of Directors are present. 3.7. The Board of Directors has the right to make decisions by absentee voting (by poll). 3.8. If the number of members of the Board of Directors becomes less than half of the number provided for by the Charter, the Company is obliged to convene an extraordinary (extraordinary) General Meeting of Shareholders to elect a new Board of Directors. The remaining members of the Board of Directors have the right to take a decision only on convening such an extraordinary (extraordinary) General Meeting of Shareholders. 3.9. Decisions at a meeting of the Board of Directors are made by a majority vote of those present. When resolving issues at a meeting of the Board of Directors, each member of the Board of Directors has one vote. The transfer of a vote by one member of the Board of Directors to another member of the Board of Directors is not allowed. 3.10. In case of equality of votes of the members of the Board, the vote of the Chairman of the Board of Directors is decisive. 3.11. At the meeting of the Board of Directors, minutes are kept, which are drawn up no later than 10 days after the meeting. 3.12. The minutes of the meeting of the Board of Directors are signed by the chairman of the meeting, who is responsible for the correctness of the minutes. 3.13. The minutes shall indicate: - the place and time of the meeting of the Board of Directors; - issues discussed at the meeting; - personal composition of the members of the Board of Directors participating in the meeting; - the main provisions of the speeches of those present at the meeting; - issues put to the vote and the results of voting on them; - decisions taken by the Board of Directors. The protocol may also contain other necessary information. 3.14. Members of the Board of Directors arriving at the meeting from another location are compensated for travel expenses, living expenses, and are paid per diems. 4. RIGHTS AND OBLIGATIONS OF MEMBERS OF THE BOARD OF DIRECTORS 4.1. Members of the Board of Directors have the right to: - represent the Company in relations with other organizations, enterprises, government bodies and institutions and citizens in the presence of a power of attorney signed by the Chairman of the Board of Directors and affixed with the seal of the Company; - receive remuneration for the performance of the duties of a member of the Board of Directors in the amount established by the General Meeting of Shareholders; - receive any information relating to the activities of the Company in any divisions and services of the Company. 4.2. Members of the Board of Directors also have other rights in accordance with the Charter of the Company and current legislation. 4.3. Members of the Board of Directors are obliged to: - conscientiously treat their duties; - be loyal to the Company; - do not disclose what has become known to them confidential information on the activities of the Society. 4.4. A member of the Board of Directors has no right to establish or take part in enterprises competing with the Company, unless he has been given permission to do so by the Board of Directors. 4.5. The combination of positions by members of the Board of Directors in the management bodies of other organizations (with the exception of public associations, trade unions and political parties) is allowed only with the consent of the Board of Directors. 4.6. Members of the Board of Directors are not entitled to directly or indirectly receive remuneration for influencing decision-making by the Board of Directors or other management bodies of the Company. 4.7. Members of the Board of Directors shall be liable for the damage caused to the Company by their actions. 4.8. The grounds for early termination of the powers of the Chairman and members of the Board of Directors are the following circumstances: - causing significant losses to the Company by the actions of a member of the Board of Directors; - causing damage business reputation Society; - commission of an intentional criminal offense; - concealment of one's interest in making a transaction with the participation of the Company; - dishonest performance of their duties; - violation of the provisions of the Charter of the Company, as well as the norms of legislation on joint-stock companies, including those relating to the circulation of securities issued by the Company; - concealment of information about their participation in the work of the governing bodies of other business companies and other legal entities (except for participation in public associations, trade unions and political parties) without the knowledge of the Board of Directors, and in cases expressly established by the Charter of the Company and the law - without the knowledge of the General Meeting of Shareholders; - extracting personal benefit from the disposal property of the Company, except for cases when the extraction of personal benefit is allowed by law, the Charter and other documents and decisions of the Company; - establishment during the period of work in the Board of Directors of economic companies and other commercial organizations competing with the Company. The powers of members of the Board of Directors may also be terminated on other grounds.

REGULATIONS ON THE BOARD OF DIRECTORS (SUPERVISORY BOARD) OF A JOINT STOCK COMPANY legal acts RF. This Regulation determines the status of the Board of Directors (Supervisory Board), its competence, the procedure for electing its members, the rights and obligations of members of the Board of Directors (Supervisory Board) activities of the company, with the exception of resolving issues referred by the Federal Law "On Joint Stock Companies" to the exclusive competence of the general meeting of shareholders. In a company with less than fifty shareholders owning voting shares, the functions of the company's board of directors (supervisory board) may be performed by the general meeting of shareholders. In this case, the charter of the company must contain an indication of a specific person or body of the company, whose competence includes the decision on holding a general meeting of shareholders and on approving its agenda. 2. By decision of the general meeting of shareholders, members of the board of directors (supervisory board) of the company during the period they perform their duties may be paid remuneration and (or) reimbursed for expenses related to the performance of their functions as members of the board of directors (supervisory board) of the company. The amounts of such remunerations and compensations are established by the decision of the general meeting of shareholders. 2. COMPETENCE OF THE BOARD OF DIRECTORS (SUPERVISORY BOARD) OF THE COMPANY 1. The competence of the board of directors (supervisory board) of the company includes resolving issues of general management of the company's activities, with the exception of issues referred by the Federal Law "On Joint Stock Companies" to the exclusive competence of the general meeting of shareholders. The exclusive competence of the board of directors (supervisory board) of the company includes the following issues: 1) determination of priority areas of the company's activities; 2) convening the annual and extraordinary general meetings of shareholders of the company, except for the cases provided for by paragraph 6 of Article 55 of the Federal Law "On Joint Stock Companies"; 3) approval of the agenda of the general meeting of shareholders; 4) determining the date for compiling the list of shareholders entitled to participate in the general meeting, and other issues falling within the competence of the board of directors (supervisory board) of the company in accordance with the provisions provided for by the "Regulations on the General Meeting of Shareholders" and related to the preparation and holding of the general shareholder meetings; 5) submission for decision of the general meeting of shareholders of the issues provided for in subparagraphs 2, 12, 15 - 20 of paragraph 1 of section 2 of the Regulations on the general meeting of shareholders; 6) increase in the authorized capital of the company by increasing the nominal value of shares or by placing shares by the company within the limits of the number and category (type) of declared shares, if in accordance with the charter of the company or the decision of the general meeting of shareholders such a right is granted to him; 7) placement by the company of bonds and other securities, unless otherwise provided by the charter of the company; 8) determination of the market value of property in accordance with Article 77 of the Federal Law "On Joint Stock Companies"; 9) acquisition of shares, bonds and other securities placed by the company in the cases provided for by the Federal Law "On Joint Stock Companies"; 10) formation of the executive body of the company and early termination of its powers, determination of the amount of remuneration and compensation paid to it, if the charter of the company refers this to its competence; 11) recommendations on the amount of remuneration and compensation paid to members of the audit commission (auditor) of the company and determination of the amount of payment for the auditor's services; 12) recommendations on the amount of dividend on shares and the procedure for its payment; 13) use of the reserve and other funds of the company; 14) approval of the company's internal documents that determine the procedure for the activities of the company's management bodies; 15) creation of branches and opening of representative offices of the company; 16) making a decision on the participation of the company in other organizations, except for the case provided for by subparagraph 20 of paragraph 1 of section 2 of the Regulations on the general meeting of shareholders; 17) the conclusion of major transactions related to the acquisition and alienation of property by the company, in cases provided for by Chapter X of the Federal Law "On Joint Stock Companies"; 18) conclusion of transactions provided for by Chapter XI of the Federal Law "On Joint Stock Companies"; 19) other issues provided for by the Federal Law "On Joint Stock Companies" and the charter of the company. Issues referred to the exclusive competence of the board of directors (supervisory board) of the company cannot be transferred for decision to the executive body of the company. 3. ELECTION OF THE BOARD OF DIRECTORS (SUPERVISORY BOARD) OF THE COMPANY open society with the number of shareholders - owners of ordinary and other voting shares of the company more than one thousand, the quantitative composition of the board of directors (supervisory board) of the company cannot be less than seven members, and for a company with the number of shareholders - owners of ordinary and other voting shares of the company more than ten thousand - less than nine members. 4. Elections of members of the board of directors (supervisory board) of a company with more than one thousand shareholders owning ordinary shares of the company shall be carried out by cumulative voting. In a company with less than one thousand shareholders owning ordinary shares of the company, the charter may provide for cumulative voting in the election of members of the board of directors (supervisory board) of the company. When conducting cumulative voting, each voting share of the company must have the number of votes equal to the total number of members of the board of directors (supervisory board) of the company. The shareholder has the right to cast votes on the shares he owns entirely for one candidate or distribute them among several candidates for members of the board of directors (supervisory board) of the company. Candidates who received the largest number of votes are considered elected to the Board of Directors (Supervisory Board) of the company. 4. CHAIRMAN OF THE BOARD OF DIRECTORS (SUPERVISORY BOARD) OF THE COMPANY 1. The chairman of the board of directors (supervisory board) of the company is elected by the members of the board of directors (supervisory board) of the company from among them by a majority vote of the total number of members of the board of directors (supervisory board) of the company, unless otherwise provided the charter of the society. The board of directors (supervisory board) of the company has the right to re-elect its chairman at any time by a majority vote of the total number of members of the board of directors (supervisory board), unless otherwise provided by the charter of the company. 2. The chairman of the board of directors (supervisory board) of the company organizes its work, convenes meetings of the board of directors (supervisory board) of the company and presides over them, organizes the keeping of minutes at meetings, presides over the general meeting of shareholders, unless otherwise provided by the charter of the company. 3. In the absence of the chairman of the board of directors (supervisory board) of the company, his functions are performed by one of the members of the board of directors (supervisory board) of the company by decision of the board of directors (supervisory board) of the company. 5. MEETING OF THE BOARD OF DIRECTORS (SUPERVISORY BOARD) OF THE COMPANY or the company's auditor, the company's executive body, as well as other persons specified by the company's charter. The procedure for convening and holding meetings of the board of directors (supervisory board) of the company is determined by the charter of the company or an internal document of the company. The charter of the company may provide for the possibility of making decisions by the board of directors (supervisory board) of the company by absentee voting (by poll). 2. The quorum for holding a meeting of the board of directors (supervisory board) of the company is determined by the charter of the company, but should not be less than half of the number of elected members of the board of directors (supervisory board) of the company. In the event that the number of members of the board of directors (supervisory board) of the company becomes less than half of the number provided for by the charter of the company, the company is obliged to convene an extraordinary (extraordinary) general meeting of shareholders to elect a new composition of the board of directors (supervisory board) of the company. The remaining members of the board of directors (supervisory board) of the company have the right to decide only on convening such an extraordinary (extraordinary) general meeting of shareholders. 3. Decisions at a meeting of the board of directors (supervisory board) of the company are taken by a majority vote of those present, unless otherwise provided by the charter of the company or its internal document determining the procedure for convening and holding meetings of the board of directors (supervisory board). When resolving issues at a meeting of the board of directors (supervisory board) of the company, each member of the board of directors (supervisory board) of the company has one vote. The transfer of a vote by one member of the board of directors (supervisory board) of the company to another member of the board of directors (supervisory board) of the company is prohibited. The charter of the company may provide for the right of the casting vote of the chairman of the board of directors (supervisory board) of the company when the board of directors (supervisory board) of the company makes decisions in the event of an equality of votes of the members of the board of directors (supervisory board) of the company. 4. Minutes are kept at a meeting of the board of directors (supervisory board) of the company. The minutes of the meeting of the board of directors (supervisory board) of the company shall be drawn up no later than 10 days after the meeting. The minutes of the meeting shall indicate: the place and time of its holding; persons present at the meeting; the agenda of the meeting; issues put to the vote and the results of voting on them; decisions made. The minutes of the meeting of the board of directors (supervisory board) of the company are signed by the person chairing the meeting, who is responsible for the correctness of the minutes. 6. RESPONSIBILITY OF MEMBERS OF THE BOARD OF DIRECTORS (SUPERVISORY BOARD) 1. Members of the Board of Directors (Supervisory Board) of a JSC, in exercising their rights and performing their duties, must act in the interests of the company, exercise their rights and fulfill their obligations towards the company in good faith and reasonably. 2. Members of the board of directors (supervisory board) of the company shall be liable to the company for losses caused to the company by their guilty actions (inaction), unless other grounds and amount of liability are established by federal laws. At the same time, the members of the board of directors (supervisory board) of the company who voted against the decision that caused losses to the company, or who did not take part in the voting, are not liable. 3. When determining the grounds and amount of liability of members of the board of directors (supervisory board), the usual conditions of business transactions and other circumstances relevant to the case must be taken into account. 4. If, in accordance with the provisions of this section, several persons are liable, their liability to the company is joint and several. 5. The company or a shareholder (shareholders) owning in the aggregate at least 1 percent of the placed ordinary shares of the company shall have the right to file a lawsuit against a member of the board of directors (supervisory board) of the company for compensation for losses caused to the company, in the case provided for in paragraph 2 of this section.

TYPICAL POSITION

ON THE BOARD OF DIRECTORS OF AN OPEN JOINT STOCK COMPANY

APPROVED by the General Meeting of Shareholders of JSC "____________________________" Minutes dated "__" _________ 200_ N ______

Chairman of meeting _____________________

TYPICAL POSITION

on the Board of Directors of the Open Joint Stock Company

"___________________________________"

(name of society)

G. _______________

200_

1. GENERAL PROVISIONS

1.1. This Regulation has been developed in accordance with the Civil Code of the Russian Federation, the Federal Law "On Joint Stock Companies", other regulatory legal acts of the Russian Federation and the charter of the Open Joint Stock Company "_______________________" (hereinafter referred to as the Company). (name of society)

1.2. This Regulation is an internal document of the Company that determines the procedure for the work of the Board of Directors of the Company (hereinafter referred to as the Board of Directors).

1.3. The Board of Directors is the management body of the Company, which carries out general management of the Company's activities, controls the implementation of decisions of the General Meeting of Shareholders of the Company and ensuring the rights and legitimate interests of the Company's shareholders in accordance with the requirements of the legislation of the Russian Federation.

1.4. In its activities, the Board of Directors is guided by the Federal Law "On Joint Stock Companies", other regulatory legal acts of the Russian Federation, the Charter of the Company and these Regulations.

2. CHAIRMAN AND VICE-CHAIRMAN

BOARD OF DIRECTORS

2.1. The work of the Board of Directors is organized by the Chairman of the Board of Directors.

2.2. The Chairman of the Board of Directors is elected by the members of the Board of Directors from among them by a majority vote of the total number of members of the Board of Directors.

The General Director of the Company cannot be the Chairman of the Board of Directors at the same time.

2.3. The Board of Directors has the right to re-elect the Chairman of the Board of Directors at any time by a majority vote of the total number of members of the Board of Directors.

2.4. Chairman of the Board of Directors:

1) organize the work of the Board of Directors;

2) convene meetings of the Board of Directors;

3) determine the form of the meetings of the Board of Directors;

4) approve the agenda of meetings of the Board of Directors;

5) determine the list of materials (information) on the agenda items of the meetings provided to the members of the Board of Directors;

6) determines the list of persons invited to take part in the discussion of certain issues on the agenda of meetings of the Board of Directors;

7) chair the meetings of the Board of Directors;

8) signs the minutes of meetings of the Board of Directors, requests for an audit (audit) of the financial and economic activities of the Company and other documents on behalf of the Board of Directors;

9) presides at the General Meetings of Shareholders of the Company, announces the agenda, informs about upcoming speeches and reports, and also performs other functions of the chairperson at the General Meeting of Shareholders of the Company, provided for in the Regulations on the procedure for preparing and holding the General Meeting of Shareholders of the Open Joint Stock Company "__________________________";

10) during the course of holding a meeting of the Board of Directors ensures compliance with the requirements of the legislation of the Russian Federation, the Company's Charter, other internal documents of the Company and these Regulations;

11) performs other functions stipulated by the legislation of the Russian Federation, the Charter of the Company and decisions of the Board of Directors.

2.5. In the absence of the Chairman of the Board of Directors, his functions are performed by the Deputy Chairman of the Board of Directors.

A member of the Board of Directors who is also the General Director of the Company cannot be elected as a Deputy Chairman of the Board of Directors.

3. MEMBERS OF THE BOARD OF DIRECTORS, THEIR RIGHTS,

DUTIES AND RESPONSIBILITIES

3.1. Members of the Board of Directors, within the competence of the Board of Directors, have the right to:

1) receive information about the activities of the Company, including that which is a commercial secret of the Company, get acquainted with all the constituent, regulatory, accounting, reporting, contractual and other documents of the Company;

2) submit written proposals on the formation of the work plan of the Board of Directors;

3) in accordance with the established procedure, introduce issues into the agenda of meetings of the Board of Directors;

4) demand that a meeting of the Board of Directors be convened;

5) exercise other rights stipulated by the legislation of the Russian Federation, the Company's Charter, other internal documents of the Company and these Regulations.

3.2. A member of the Board of Directors may request in writing documents and information necessary for making a decision on issues within the competence of the Board of Directors, both directly from the General Director of the Company (a person acting as the sole executive body of the Company), and through the Secretary of the Board of Directors.

3.3. Documents and information of the Company must be provided to a member of the Board of Directors no later than 5 (five) working days from the date of receipt of the relevant request.

3.4. Members of the Board of Directors may be paid remuneration and (or) reimbursed for expenses related to the performance by members of the Board of Directors of their functions, in the manner established by the Regulations on the payment of remuneration and compensation to members of the Board of Directors, approved by the General Meeting of Shareholders of the Company.

3.5. Members of the Board of Directors, when exercising their rights and performing their duties, must act in the interests of the Company, exercise their rights and perform their duties towards the Company in good faith and reasonably.

3.6. Members of the Board of Directors shall be liable to the Company for losses caused to the Company by their guilty actions (inaction), unless other grounds and amount of liability are established by the legislation of the Russian Federation.

At the same time, members of the Board of Directors who voted against the decision that caused losses to the Company, or who did not take part in the voting, are not liable.

4. SECRETARY OF THE BOARD OF DIRECTORS

4.1. The Secretary of the Board of Directors performs the functions of organizational and information support for the work of the Board of Directors.

4.2. The Secretary of the Board of Directors is elected by the members of the Board of Directors by a majority vote of its members participating in the meeting.

The Board of Directors has the right to re-elect the Secretary of the Board of Directors at any time.

The candidature of the Secretary of the Board of Directors is nominated by the Chairman of the Board of Directors.

If the proposed candidate is an employee of the Company, his candidacy is agreed with the General Director of the Company.

4.3. The functions of the Secretary of the Board of Directors include:

1) development and submission to the Chairman of the Board of Directors of the draft agenda of the next meeting of the Board of Directors in accordance with the work plan of the Board of Directors and proposals received from members of the Board of Directors, the Audit Commission of the Company, the Auditor of the Company and the General Director of the Company;

2) ensuring the preparation and distribution of documents (materials) necessary for organizing and holding a meeting of the Board of Directors (notice of meetings, draft decisions on the agenda of the meeting, draft documents for preliminary review, etc.);

3) organizing the preparation and submission of documents (information) at the request of members of the Board of Directors;

4) preparation of requests and responses to letters on behalf of the Board of Directors;

5) collection questionnaires filled in by members of the Board of Directors;

6) preparation of minutes of meetings of the Board of Directors and extracts from the minutes of meetings of the Board of Directors;

8) development and maintenance of the list of cases of the Board of Directors;

9) organization of control over the implementation of decisions of the Board of Directors and the General Meeting of Shareholders of the Company;

10) preparation of requests for information (materials) on the agenda of meetings of the Board of Directors addressed to the Company's divisions;

11) control over the reliability of the information provided and the correctness of the execution of documents submitted for consideration and approval by the Board of Directors;

12) preparation, on behalf of the Chairman of the Board of Directors (Deputy Chairman of the Board of Directors), drafts of individual documents and decisions of the Board of Directors, including a draft work plan of the Board of Directors;

13) organizing the recording of the progress of meetings of the Board of Directors, including with the consent of the members present, on magnetic media;

14) performance of other functions provided for by these Regulations, instructions of the Chairman and members of the Board of Directors.

4.4. The Secretary of the Board of Directors ensures the coordinated and efficient work of the members of the Board of Directors with the shareholders of the Company and their representatives (legal successors), with the General Director of the Company, heads and employees of the Company's divisions in order to ensure efficient operation Board of directors.

5. ORGANIZATION OF THE WORK OF THE BOARD OF DIRECTORS

5.1. Meetings of the Board of Directors are held in accordance with the approved work plan of the Board of Directors, as well as when necessary, but at least once a quarter.

5.2. If necessary, the Chairman of the Board of Directors may decide to hold an unscheduled meeting of the Board of Directors.

5.3. Plan of work of the Board of Directors.

5.3.1. The work plan of the Board of Directors can be formed in the following main areas:

1) strategic development Society;

2) mid-term and current planning of the Company's activities;

3) organization of the activities of the Board of Directors;

4) control over the implementation of decisions of the Board of Directors and the General Meeting of Shareholders.

5.3.2. The work plan of the Board of Directors should include:

1) issues to be considered at meetings of the Board of Directors in the current year (quarterly);

2) schedule of meetings of the Board of Directors;

3) a list of persons (management bodies of the Company) responsible for preparing issues for consideration at meetings of the Board of Directors (members of the Board of Directors, General Director of the Company).

5.3.3. The work plan of the Board of Directors is formed on the basis of proposals from members of the Board of Directors, the Audit Commission of the Company, the Auditor of the Company and the General Director of the Company.

6. CONVENTION OF A MEETING OF THE BOARD OF DIRECTORS

6.1. The meeting of the Board of Directors is convened by the Chairman of the Board of Directors (except for the cases provided for in clauses 2.5 and 6.4 of these Regulations):

1) in accordance with the schedule of meetings of the Board of Directors, determined by the work plan of the Board of Directors;

2) on the initiative of the Chairman of the Board of Directors;

3) at the written request of a member of the Board of Directors, the Audit Commission of the Company, the Auditor of the Company and the General Director of the Company.

6.2. The request to convene a meeting of the Board of Directors must contain:

1) an indication of the initiator of the meeting;

2) wording of agenda items;

3) motives for introducing agenda items;

4) information (materials) on agenda items;

5) draft decisions on agenda items.

6.3. A request to convene a meeting of the Board of Directors must be made in writing and signed by the person requesting its convening. The requirement of the Audit Commission to convene a meeting of the Board of Directors is signed by the Chairman of the Audit Commission.

The request to convene a meeting of the Board of Directors with all necessary materials (information) attached to the Company's office with copies of all documents sent to the Chairman of the Board of Directors.

6.4. The first meeting of the Board of Directors, elected in the new composition, is convened by one of the members of the Board of Directors of the Company (whose last name is the first in alphabetical order) by sending a notice of convening the meeting to all other members of the Board of Directors, as well as to the General Director of the Company.

The General Director of the Company is obliged to provide assistance and provide all the information necessary for organizing the first meeting of the Board of Directors elected in the new composition.

At the first meeting of the Board of Directors, the following issues are resolved without fail:

1) on election of the Chairman of the Board of Directors;

2) on the election of the Deputy Chairman of the Board of Directors;

3) on election of the Secretary of the Board of Directors.

6.5. Members of the Board of Directors, the Audit Commission of the Company, the General Director of the Company or the Auditor of the Company have the right to make proposals on the formation of the agenda of the meeting of the Board of Directors.

Said proposals shall be sent to the Chairman of the Board of Directors in writing with simultaneous sending by facsimile of a copy of the proposals to the Secretary of the Board of Directors.

6.6. The Chairman of the Board of Directors has the right to include the received proposals in the agenda of the next meeting of the Board of Directors or to convene an unscheduled meeting.

6.7. Notice of a meeting of the Board of Directors is prepared by the Secretary of the Board of Directors and signed by the Chairman or Deputy Chairman of the Board of Directors (in the cases provided for by these Regulations).

6.8. Notification of a meeting of the Board of Directors shall be sent by the Secretary of the Board of Directors to each member of the Board of Directors in writing no later than 10 (ten) days before the date of the meeting of the Board of Directors (the deadline for accepting voting ballots), except for the cases provided for by these Regulations.

Simultaneously with the notification of the meeting of the Board of Directors, the members of the Board of Directors are sent materials (information) on the agenda items of the meeting.

Materials (information) on the agenda items of the meeting include:

1) draft decisions of the Board of Directors on issues included in the agenda of the meeting of the Board of Directors;

2) an explanatory note to draft decisions of the Board of Directors on issues included in the agenda of the meeting of the Board of Directors;

3) draft documents that are submitted for approval, agreement or approval by the Board of Directors;

4) materials confirming the information set out in the draft decisions and explanatory notes;

5) other information materials on issues included in the agenda of the meeting of the Board of Directors.

6.9. Materials (information) on agenda items may be provided to members of the Board of Directors in person, by fax or email, while the notice of the meeting of the Board of Directors must be submitted to the members of the Board of Directors by facsimile or in the original.

If information is sent by facsimile or e-mail, the original documents must be sent to each member of the Board of Directors by mail, by courier or delivered personally by the Secretary of the Board of Directors.

6.10. The quarterly report of the issuer of equity securities, provided as materials on the agenda item on the approval of the quarterly report of the issuer of equity securities, shall be sent to the members of the Board of Directors no later than 2 (two) days before the date of the meeting of the Board of Directors (the deadline for receiving questionnaires to vote).

6.11. In the cases provided for in clause 5.2 and section 10 of these Regulations, by decision of the Chairman of the Board of Directors, the period for sending notices to members of the Board of Directors of a meeting of the Board of Directors and providing materials (information) may be reduced.

7. PROCEDURE FOR HOLDING A MEETING OF THE BOARD OF DIRECTORS

7.1. The meeting of the Board of Directors is opened by the Chairman of the Board of Directors.

7.2. The Secretary of the Board of Directors determines the presence of a quorum for holding a meeting of the Board of Directors.

The quorum for holding a meeting of the Board of Directors is at least half of the number of elected members of the Board of Directors.

7.3. The Chairman of the Board of Directors informs those present about the presence of a quorum for holding a meeting of the Board of Directors and announces the agenda of the meeting of the Board of Directors.

7.4. Consideration of an issue at a meeting of the Board of Directors includes the following stages:

1) speech by a member of the Board of Directors or an invited person with a report on the agenda item;

2) discussion of the agenda item;

3) proposals for the formulation of a decision on the agenda item;

7.5. At a meeting of the Board of Directors held by way of joint attendance, the information of the Secretary of the Board of Directors on the implementation of earlier decisions taken Board of directors.

7.6. Decisions at a meeting of the Board of Directors are made by a majority of votes of the members of the Board of Directors present at the meeting, except for the cases stipulated by the legislation of the Russian Federation, the Company's Articles of Association and these Regulations.

7.7. When resolving issues at a meeting of the Board of Directors, each member of the Board of Directors has one vote.

7.8. Members of the Audit Commission of the Company, the Auditor of the Company, employees of the Company, as well as other persons may be invited to meetings of the Board of Directors.

8. PROCEDURE FOR HOLDING A MEETING OF THE BOARD OF DIRECTORS

IN PERSONAL-CESSORY FORM

8.1. By decision of the Chairman of the Board of Directors, a meeting of the Board of Directors may be held in person or in absentia. Information about this should be indicated in the notice of the meeting.

8.2. If at least half of the members of the Board of Directors are present at the meeting, when determining the presence of a quorum and the results of voting on agenda items, the written opinions of the members of the Board of Directors of the Company who are absent from the meeting of the Board of Directors are taken into account in the manner established by these Regulations.

8.3. On the day of the meeting of the Board of Directors, the Secretary of the Board of Directors, based on the results of voting at the meeting, draws up a questionnaire (Appendix No. 1 to these Regulations), signed by the Chairman of the Board of Directors, which is sent in the original or by facsimile, followed by sending the original questionnaire to the address indicated in the questionnaire, to members of the Board of Directors who are absent from the said meeting.

8.4. When filling out the questionnaire, a member of the Board of Directors must leave uncrossed out only one of the options voting ("for", "against", "abstained"). The completed questionnaire must be signed by a member of the Board of Directors indicating his surname and initials.

8.5. The completed and signed questionnaire must be sent by a member of the Board of Directors no later than the next day after the meeting of the Board of Directors to the Secretary of the Board of Directors in the original or by facsimile, followed by sending the original questionnaire to the address indicated in it.

8.6. A questionnaire filled out in violation of the requirements specified in paragraph 8.4 of these Regulations is invalidated and does not participate in determining the quorum, and is also not taken into account when counting votes.

The ballot paper received by the Secretary of the Board of Directors after the expiration of the period specified therein shall not be taken into account when counting votes and summing up the results of voting.

8.7. Based on the results of voting at the meeting and the questionnaires received from the members of the Board of Directors, the Secretary of the Board of Directors sums up the voting results on the agenda items and draws up the minutes of the Board of Directors in the manner prescribed by these Regulations.

8.8. Completed questionnaires of members of the Board of Directors who are absent from the meetings of the Board of Directors are attached to the minutes of the meetings of the Board of Directors.

9.1. The decision of the Board of Directors on issues within its competence may be taken by absentee voting (by poll).

9.2. To adopt a decision by the Board of Directors by absentee voting (by poll), each member of the Board of Directors shall be sent a notice of an absentee vote on agenda items, a draft decision on them and materials (information) on items included in the agenda, no later than 10 ( ten) days before the deadline for receiving questionnaires for absentee voting.

full corporate name of the Company and its location;

formulation of agenda items;

date and time of the deadline for receiving questionnaires for absentee voting;

list of information (materials) provided to members of the Board of Directors.

9.4. Members of the Board of Directors have the right to submit their proposals and (or) comments on the proposed draft decision of the Board of Directors on issues put to absentee voting no later than 5 (five) days before the deadline for receiving voting ballots specified in the notice of the absentee voting. voting.

9.5. The Chairman of the Board of Directors draws up a questionnaire for absentee voting, taking into account the proposals and (or) comments received on the proposed draft decision of the Board of Directors on issues put to absentee voting, in the form provided in Appendix No. 2 to these Regulations.

9.7. When filling in the questionnaire for absentee voting, a member of the Board of Directors must leave uncrossed out only one of the possible voting options ("for", "against", "abstained"). The completed questionnaire must be signed by a member of the Board of Directors indicating his surname and initials.

9.8. A questionnaire filled out in violation of the requirements specified in paragraph 9.7 of these Regulations is recognized as invalid and does not participate in determining the quorum necessary for making a decision by absentee voting, and is not taken into account when counting votes.

9.9. The completed and signed questionnaire must be submitted by a member of the Board of Directors within the time specified in the questionnaire to the Secretary of the Board of Directors in the original or by facsimile (with subsequent sending of the original questionnaire to the address indicated in the questionnaire).

Members of the Board of Directors whose questionnaires were received by the Secretary of the Board of Directors in the original or by facsimile no later than the closing date for receipt of questionnaires specified in the notification are considered to have taken part in absentee voting.

The questionnaire received by the Company after the expiry of the period specified in the questionnaire is not taken into account when counting votes and summing up the results of absentee voting.

9.10. The results of voting on the agenda items of a meeting held in absentia are summed up on the basis of questionnaires completed and signed by the members of the Board of Directors, received by the Company within the period specified in the notice of absentee voting.

9.11. Based on the received questionnaires, the Secretary of the Board of Directors draws up the minutes of the Board of Directors in the manner prescribed by these Regulations.

10. CONVENING AND HOLDING A MEETING OF THE BOARD OF DIRECTORS,

OF THE COMPANY ASSOCIATED WITH THE FORMATION OF THE EXECUTIVE BODIES

10.1. Convening and holding a meeting of the Board of Directors related to the formation of the executive bodies of the Company (election, termination, suspension of powers) is carried out in accordance with the rules established by this Regulation, taking into account the specifics defined by this section.

10.2. The procedure defined by this section shall apply in the following cases:

1) termination of powers of the General Director of the Company and election of a new General Director of the Company (or acting General Director of the Company);

2) election of the General Director of the Company (in the event that the Board of Directors previously decided to terminate the powers of the General Director of the Company and to elect the acting General Director of the Company and a new General Director of the Company was not elected);

3) suspension of powers of the managing organization (manager) and appointment of the acting General Director of the Company.

10.3. Preparation and holding of a meeting of the Board of Directors, the agenda of which includes the issues specified in paragraph 10.2 of these Regulations, consists of the following stages:

1) notification of the members of the Board of Directors of the convening of the meeting, indicating the right to nominate candidates for the position of the General Director of the Company (or the acting General Director of the Company in case of raising the issue of suspension of the powers of the managing organization (managing director)) or the candidacy of the managing organization (managing director) in the cases provided for this section;

2) nomination by members of the Board of Directors of candidates for the position of General Director of the Company (acting General Director of the Company, managing organization (manager));

3) consideration at the meeting of the Board of Directors of proposals of its members on candidates for the position of General Director of the Company (acting General Director of the Company, managing organization (manager));

4) making a decision on the inclusion (refusal to include) the proposed candidates in the voting list (formation of the list of candidates for voting);

5) making a decision to terminate the powers of the General Director of the Company or to suspend the powers of the managing organization (manager);

6) adoption of a decision on the election of the General Director of the Company (acting General Director of the Company in case of raising the issue of suspension of the powers of the managing organization (manager));

7) making a decision to elect the acting General Director of the Company if a decision was made to terminate the powers of the General Director of the Company, but as a result of voting no decision was made to elect a new General Director of the Company;

8) formation of a proposal of the Board of Directors on the candidate (candidates) of the managing organization (manager) for voting at the General Meeting of Shareholders of the Company on the issue of transferring the powers of the General Director of the Company to the managing organization (manager).

10.4. If a decision is made to suspend the powers of the managing organization (manager) and the appointment of an acting General Director of the Company, the Board of Directors is obliged to decide on holding an extraordinary General Meeting of Shareholders of the Company to resolve the issue of early termination of the powers of the managing organization (manager).

10.5. In the case provided for in paragraph 10.4 of this section, the Board of Directors is obliged at the meeting, at which a decision is made to suspend the powers of the managing organization (manager) and appoint the acting General Director of the Company, to also consider the issue of the candidate (candidates) of the managing organization (manager), to which it is proposed to transfer the powers of the sole executive body of the Company, as well as to make other decisions related to the suspension of the powers of the managing organization (manager) and the performance of the functions of the acting General Director of the Company until the General Meeting of Shareholders of the Company is held.

10.6. Notification of a meeting of the Board of Directors, the agenda of which contains the issues provided for in paragraph 10.2 of these Regulations, shall be sent to the members of the Board of Directors in writing no later than 3 (three) days before the date of the meeting of the Board of Directors.

This meeting of the Board of Directors may take place in any form.

10.7. Unless otherwise established by a decision of the Board of Directors, each member of the Board of Directors has the right to nominate no more than one candidate for the position of General Director of the Company (acting General Director of the Company). A member of the Board of Directors is also entitled to nominate a candidate for the position of Acting General Director of the Company in case a decision is made to terminate the powers of the General Director of the Company, but as a result of voting a decision is not made to elect a new General Director of the Company. At the same time, a member of the Board of Directors has the right to nominate the same person both for the position of the General Director of the Company and for the position of the Acting General Director of the Company.

10.8. In the event that the agenda of the meeting of the Board of Directors includes the issue of suspension of the powers of the managing organization (managing director), a member of the Board of Directors of the Company is also entitled to nominate a candidate for the managing organization (managing director) to form a proposal from the Board of Directors to the General Meeting of Shareholders of the Company on the issue of transferring the powers of the sole executive body of the Company to the managing organization (manager).

10.9. A proposal to nominate a candidate (clauses 10.7 and 10.8 of these Regulations) is made in writing and signed by the member of the Board of Directors who nominated the candidate.

10.10. A proposal to nominate a candidate for the position of General Director of the Company (acting General Director of the Company) must contain the following information:

1) the name of the proposed candidate;

2) date and place of birth;

3) information about education, specialty and qualifications;

4) information on the availability of an academic degree;

5) information about the last place of work (about labor function performed at the last place of work);

10.11. The proposal to nominate a managing organization must contain the following information:

1) full corporate name of the organization;

2) information about the date and place state registration organizations;

3) information about the founders of the organization;

4) information about the shareholders (participants) of the organization;

5) information about affiliated persons of the organization.

10.12. The proposal to nominate a manager must contain the information provided for in paragraph 10.10 of these Regulations, as well as information about the candidate's certificate of state registration as an individual entrepreneur.

10.13. Proposals to nominate candidates for the position of the General Director of the Company (acting General Director of the Company, managing organization (manager)) must be received by the Company in the original or by facsimile (with subsequent provision of the original at the meeting) no later than 1 (one) the day before the meeting at which the proposals of the members of the Board of Directors are to be considered.

10.14. The Board of Directors of the Company is obliged to consider proposals for nominating candidates received from members of the Board of Directors in compliance with the requirements of paragraph 10.13 of these Regulations, and decide on their inclusion in the voting list or on refusal to include them.

10.15. Failure to comply with the requirements established by clauses 10.7 - 10.13 of these Regulations may serve as grounds for refusing to include a candidate in the voting list.

10.16. If, based on the results of voting (voting) on ​​the issue of electing the General Director of the Company, none of the candidates required amount votes, the Board of Directors has the right to appoint an acting General Director of the Company. In this case, voting is carried out on those candidates for the positions of the acting General Director of the Company, who were nominated by the members of the Board of Directors in accordance with paragraph 10.7 of these Regulations. In the event that none of the members of the Board of Directors has nominated a candidate for the position of Acting General Director of the Company in accordance with clause 10.7 of these Regulations, voting is carried out on candidates that members of the Board of Directors are entitled to nominate during a meeting of the Board of Directors.

10.17. At a meeting of the Board of Directors, when considering candidates for the position of the sole executive body of the Company, members of the Board of Directors have the right to request additional information from the relevant member of the Board of Directors about the candidate nominated by him.

Non-submission additional information cannot serve as grounds for refusing to include a candidate on the voting list.

10.18. If, in accordance with the Company's Charter, the election of the sole executive body of the Company is carried out by the General Meeting of Shareholders, the provisions of this section shall apply to the extent that does not contradict the Company's Charter and the legislation of the Russian Federation.

10.19. If a collegial executive body is formed in the Company, the procedure for electing and terminating the powers of its members is established by the internal document of the Company regulating the activities of such a body.

11. MINUTES OF THE BOARD OF DIRECTORS MEETING

11.1. At the meeting of the Board of Directors, the Secretary of the Board of Directors keeps minutes.

11.2. The minutes of the meeting of the Board of Directors shall be drawn up no later than 3 (three) days after its holding (summing up the results of absentee, in-person and absentee voting).

11.3. The protocol specifies:

full corporate name of the Company;

form of the meeting;

the place and time of the meeting (summing up the voting results);

members of the Board of Directors present at the meeting (participating in absentee, in-person and absentee voting), as well as invited persons;

information about the quorum of the meeting;

the agenda of the meeting;

generalized transmission of reports and speeches of persons participating in the meeting;

decisions made.

The minutes of the meeting of the Board of Directors are signed by the chairman of the meeting and the Secretary of the Board of Directors, who are responsible for the correctness of the minutes.

11.4. Decisions adopted by the Board of Directors are brought to the attention of the members of the Board of Directors in writing by sending a copy of the minutes of the meeting of the Board of Directors no later than 3 (three) days from the date of signing the minutes of the meeting of the Board of Directors.

11.5. The Company is obliged to keep the minutes of meetings of the Board of Directors at the location of the Company's executive body or in another place known and accessible to interested parties.