The high degree of concentration of ownership in large and most medium-sized Russian companies changes the functioning mechanisms of the corporate governance system compared to countries with a dispersed ownership structure, primarily the United States. In Russia, the main task of corporate governance is not to ensure effective control over hired management by small shareholders, but to build relationships between controlling (or very large) and minority shareholders.

The state of corporate legal relations in any country includes such aspects as the state of the regulatory framework and the practice of its application. In recent years, significant progress has been made in Russia in the field of creating legislative measures aimed at protecting the rights and legitimate interests of participants in corporate relations, regulating the securities market, delimiting the powers and responsibilities of corporate management bodies, etc. At the same time, law enforcement practice reveals the need for further improvement of current legislation, development of standards and rules to regulate the sphere of corporate governance.

Based on the analysis of scientific research data conducted by various organizations, and in accordance with information and analytical materials of the Ministry of Economic Development of Russia, the Federal Financial Markets Service of Russia and the Supreme Arbitration Court of the Russian Federation, the key and most common problems in the field of corporate governance in Russian companies, in addition to ensuring compliance with corporate legislation, can be divided into four main sections:

Implementation of shareholder rights and equal treatment of shareholders;

Powers of the board of directors and independent directors;

Disclosure practices and transparency;

Related Party Transactions and Affiliates.

Solving these problems will be a determining prerequisite for increasing the investment attractiveness of Russian corporations in particular and the investment image of Russia in general.

Implementation of shareholder rights and equal treatment of shareholders

Corporate governance problems that manifest themselves in the largest Russian companies center around conflicts between minority shareholders on the one hand, and controlling large shareholders on the other. This means that in order to solve them, it is advisable to go beyond the classical theory of corporate governance, based on the conflict between shareholders and corporate managers.

The issue of shareholder agreements, in connection with which many corporate conflicts arise, is also not properly reflected in Russian legislation. In addition, a shareholder agreement concluded in accordance with foreign legislation may be declared invalid by a Russian court on the grounds of contradiction to the “public order” of the Russian Federation.

It should also be noted that there is such a phenomenon as corporate blackmail, referred to in foreign practice as greenmail. Greenmail is a procedure for acquiring enough shares of a company to create the threat of a hostile takeover, followed by selling the shares back to the company at an increased price 1 . The definition of the concept of corporate blackmail in domestic science is in many ways similar to the Western one and includes a set of measures taken by one or more minority shareholders aimed at creating a threat to the stable development of a joint-stock company in order to force it to buy out the block of shares belonging to such shareholders at a price exceeding its market value 2 .

One of the main techniques used in corporate blackmail is the maximum possible destabilization of the company’s normal economic activities. For this purpose, numerous lawsuits are used to challenge decisions of the corporation’s management bodies, initiated, as a rule, either by existing minority shareholders who have entered into an agreement, or by the aggressor himself, who has become a shareholder by acquiring a minimum stake in the company. The practice of corporate conflicts in Russia also indicates that the acquisition of a small stake in a company may be due to the desire to gain access to the company’s internal information with its subsequent use for corporate blackmail or illegal takeover.

It is also necessary to note the problem in implementing in practice the rights of shareholders to receive part of the company’s profit in the form of dividends, since the presence of even significant net profit does not at all indicate that dividends will be paid. The adoption of a decision at a general meeting of shareholders to declare dividends, as a rule, depends on the will of large shareholders, which, in turn, due to the latter’s reluctance to share part of the profit, leads to the infringement of the rights of minority shareholders. For the so-called diversion of dividends, schemes of cross-ownership of shares, various methods of understating the company’s net profit, etc. are used. All this violates the rights of shareholders to receive income from their participation in the company and contradicts the essence of the joint-stock form of entrepreneurship.

Powers of the board of directors

and independent directors

The current practice of boards of directors in Russian companies is largely related to the high concentration of ownership and the direct participation of large owners in management. Foreign experience in organizing the work of a board of directors is based on an analysis of the activities of companies with a dispersed ownership structure (for example, the United States), and provides for the transfer of control and the right to make key decisions to members of the board of directors who are not connected by material interests with management - independent directors. It is obvious that simply transferring such a control model to conditions where the chief executive is often also the controlling shareholder is not a solution to the problem.

It should also be noted that a characteristic feature of the Russian legal concept of independence of the board of directors is its focus primarily on regulating the participation of a member of the board of directors in decisions on transactions with interested parties, while there is a much wider range of issues that require independent decisions from members of the board of directors. Given that independent directors strengthen the control function of the board of directors, this becomes especially important in the Russian context, where there are very close relationships between managers, controlling shareholders and board members, and there are no clear boundaries defining their responsibilities.

In addition, Russian legislation does not contain provisions on equal treatment of the board of directors and shareholders. In practice, there is a widespread misconception that board members should be most loyal to the group of shareholders that nominated them. As a result, board members make decisions based on the interests of the controlling shareholders to the detriment of other shareholders, when they are required to represent all shareholders collectively, and not just the interests of the group that influenced the election results.

Disclosure Practices

and transparency

An important factor in improving corporate governance is the disclosure of information about companies' activities. According to several annual studies of information transparency of Russian companies conducted by Standard & Poors since 2002, the average level of transparency of public companies as a whole is increasing. The Transparency Index, based on the average disclosure rates of the largest public Russian companies, increased from 34% in 2002 to 56% in 2008, and coverage increased from 42 to 90 companies, mainly as a result of public offerings of shares of companies.

However, positive changes do not apply to all companies and are generally due to market incentives or listing requirements of foreign exchanges. The spread of information disclosure indicators by individual companies remains significant - the companies' scores at the end of 2008 range from 78% for the first company in the sample to 28% for the last. A significant proportion of large public companies (about 27%) have low or very low disclosure standards compared to their international peers. The significant differences between disclosure levels among different companies reflect the fact that some companies strive to meet the disclosure standards of leading international companies, while others simply meet minimum requirements.

One of the most significant is the problem of companies disclosing information about the structure of share capital. Companies themselves often do not have information about the owners of securities. Registration of rights to securities is carried out by both registrars and depositories. As a result, the company and its shareholders can only learn about changes in the composition of shareholders in preparation for the general meeting of shareholders, which prevents regular disclosure of information about the capital structure.

The issue of disclosing information about the beneficial owners of Russian companies is extremely pressing, the solution of which requires a significant expansion of international cooperation on the regulation of offshore business. It should also be noted that foreign institutional investors, in the practice of their work in Russia, do not always follow their own insistent requirement to disclose information about shareholders.

There is no clear solution to the issue of using insider information. Thus, the law on the securities market contains the concept of “proprietary information” and introduces a ban on its use. However, there are a number of shortcomings in the law:

The vagueness of the definition of proprietary information, which does not contain all the necessary features characterizing insider information on the stock market;

Absence for the majority of persons possessing insider information of a ban on its use and transfer to third parties.

In particular, the law does not classify professional stock market participants, members of the board of directors, issuers, appraisers, and auditors as insiders;

There are no legal prohibitions on the use of insider information when making transactions for someone else's account and on providing recommendations or inducing third parties to enter into transactions with securities.

One of the important factors for further increasing the volume and quality of information disclosed by Russian companies on the ownership structure, remuneration of senior managers, major transactions and related-party transactions is the transition of Russian enterprises to international financial reporting standards (IFRS), according to which this information is included in annual report of the company.

The need to switch to IFRS is explained by the fact that international standards are dictated by a clear economic logic and allow one to obtain more complete information about the management of a company than Russian accounting standards, and make it possible to make comparisons with similar foreign companies.

Interested party transactions

and affiliates

Along with major transactions, a type of special transactions regulated by corporate law are transactions in which there is an interest. The establishment of a special procedure for concluding such transactions is caused by the need to protect the interests of shareholders, since as a result of such a transaction, a conflict of interests of the interested party and the company itself or its shareholders may arise.

An interested party transaction is defined as a transfer of funds or obligations between affiliates, whether the price is set at market or not. Parties are considered affiliated if one party is able to control and significantly influence the other party by making financial or day-to-day decisions for the company.

One of the problems at this stage is the fact that the list of interested parties provided for by the law on joint stock companies does not include a number of officials with authority, such as deputy general director, chief accountant, directors of representative offices and branches (if the latter are not members of the board ).

In addition, the concept of affiliated persons in Russian law is enshrined in the RSFSR Law of March 22, 1991 No. 948-1 “On Competition and Restriction of Monopolistic Activities in Product Markets” and is focused primarily on the purposes of antimonopoly regulation and protection of competition. An analysis of the application of the rules on affiliates shows their insufficient effectiveness for the purposes of corporate legislation. Despite the breadth of signs of affiliation established by the above law, among them there is no clear indication of the affiliation of persons holding managerial positions in a corporation with this corporation, and of the affiliation of individuals who do not carry out entrepreneurial activities.

The decision to approve an interested party transaction is made by a majority of votes of shareholders participating in the general meeting (with the exception of votes of persons interested in the transaction). An interested party transaction does not require the approval of the general meeting if the terms of such a transaction do not differ significantly from the terms of similar transactions previously concluded with the same person in the normal course of business before it was recognized as an interested party. At the same time, the legislation does not contain a definition of the concept of “ordinary business activity,” which creates certain preconditions for abuses in this area by insiders.

The Board of Directors has the right to decide on the approval of interested party transactions if the approval of such transactions is not within the competence of the general meeting of shareholders. The law establishes different voting requirements on such matters depending on the number of shareholders in the company. However, in practice, the relevant rules for approving an interested party transaction are not always observed. There are many reasons for this, including the fact that the board of directors and shareholders do not always know about the participation of interested parties in the transaction and that insiders hide their affiliations and their own interests in the transaction. In addition, under the influence of special relationships between the parties to the transaction, they may not be completed in accordance with market prices, which for both controlling shareholders and insiders (for example, managers), can become a mechanism for obtaining personal benefits at the expense of other shareholders.

Another important aspect is the materiality of such transactions. Some related party transactions can be easily identified by their nature, while others are more difficult to identify, especially if they are carried out with the participation of offshore entities. If it is unclear who actually owns the shares, then it is impossible to determine whether the parties to a particular transaction fall into the categories described in the law on joint stock companies. Thus, the issue of disclosing information about a company's share capital structure and beneficial owners is significant not only in terms of ensuring transparency, but also in relation to related party transactions.

Considering the above-described problems of corporate governance in Russian companies, it seems appropriate to analyze their occurrence depending on the availability and compliance with relevant norms and standards, both at the legislative level and as part of recommendations for improving corporate governance practices (Table).

The table shows that most problems in the field of corporate governance are associated, first of all, with non-compliance with the principles of corporate behavior laid down in existing codes 1, as well as with the lack of necessary and effective norms in Russian legislation.

Based on the analysis of corporate governance practices in Russian companies and the emerging system of legal regulation, it is advisable to focus the improvement of the corporate governance system on the following main areas:

Development of corporate legislation in an evolutionary way as necessary;

Improving legislation (adopting new acts and eliminating existing gaps) in those areas that were beyond the scope of effective regulatory regulation (interested party transactions, affiliates, conflicts of interest, reorganization, beneficial ownership, etc.);

Improving the Code of Corporate Conduct of the Federal Commission for the Securities Market of Russia, taking into account global trends in business practice and the characteristics of the Russian corporate governance model;

Legal enforcement of proven provisions of corporate governance codes, including professional and ethical standards for the activities of members of boards of directors;

Accelerating the process of transition of Russian companies to international financial reporting standards;

Stimulating the independent activities of corporate governance subjects, including the development of self-regulatory institutions, voluntary adoption of codes, etc.

Thus, the main recommendations for improving the standards and norms of corporate governance consist, first of all, in further improving law enforcement practice, as well as the quality of the rules established by law, since the situation in Russia is characterized by the relative weakness of law enforcement mechanisms, which is to a certain extent due to the high concentration of property rights . One of the most important aspects concerns the need to maintain a balance between incentives for controlling shareholders and protection of the rights of minority shareholders. Gradual improvement of the legislative framework, including through the harmonization of Russian rules with similar norms of international legislation, can play a significant role in this regard. In addition, it is advisable to consolidate a number of norms of a recommendatory nature of corporate governance codes at the legislative level and make appropriate changes and additions to the Code of Corporate Conduct of the Federal Securities Commission of Russia.

Date of the general meeting (end date for accepting voting ballots): May 15, 2019.

Agenda of the general meeting:

1. Approval of the annual report, annual accounting (financial) statements of the company for 2018.

4. Election of the audit commission of the company.

5.

6. On participation in the self-regulatory organization "Union of Designers"

On the second item on the agenda:

The wording of the decision adopted by the general meeting on the agenda of the general meeting:

2. Net profit in the amount of 33,189,176 rubles 69 kopecks should be used to cover losses of previous years. No remuneration shall be paid to members of the board of directors and the auditor of the company in connection with the performance of their duties. Dividends based on the results of the 2018 financial year will not be accrued or paid.

On the third item on the agenda:

Quorum on this issue there was.

When voting on issue No. 3 of the agenda of the Meeting with the wording of the decision: “To elect a board of directors of the company in the amount of 5 people in the following composition: » The cumulative votes were distributed as follows:

On the fourth item on the agenda:

Quorum on this issue there was.

The wording of the decision adopted by the general meeting on the agenda of the general meeting:

On the sixth item on the agenda:

Quorum on this issue there was.

The wording of the decision adopted by the general meeting on the agenda of the general meeting:

6. Join the self-regulatory organization “Union of Designers”, appoint V.S. Kitkin as the general director of the company. authority to sign documents.

The functions of the counting commission were performed by the Registrar of the Company: Joint Stock Company "Independent Registrar Company R.O.S.T."; location: 107996, Moscow, st. Stromynka, 18, bldg. 13.; authorized person: Popov A.P.

MESSAGE

• The meeting will take place on May 15, 2019. at 11 o'clock 00 min.

The list of persons entitled to participate in the annual general meeting of shareholders is compiled according to the register of owners of registered securities of the company as of April 22, 2019.

MEETING AGENDA:

1. Approval of the annual report, annual accounting (financial) statements of the company for 2018.
2. Distribution of profits (including payment (declaration) of dividends) and losses of the company based on the results of the reporting year.
3. Election of members of the Board of Directors of the company.
4. Election of the company's audit committee.
5. Approval of the company's auditor.
6. On participation in the self-regulatory organization "Union of Designers".

The materials provided to shareholders in preparation for the annual general meeting of shareholders can be found on April 25, 2019 at the address: Arkhangelsk, st. Popova, 17 from 9 a.m. to 5 p.m. on weekdays.

You must have with you a passport or other document that allows you to identify the shareholder by comparing the data contained in the list of persons entitled to participate in the general meeting of shareholders, and for a shareholder representative - also a power of attorney for the right to act on behalf of the shareholder or documents confirming his right act on behalf of a shareholder without a power of attorney.

Voting results report

Full corporate name: joint-stock company "Arkhangelskgrazhdanrekonstruktsiya"

Location of the Company: 163000, Arkhangelsk, st. Popova, 17

Type of general meeting: extraordinary general meeting of shareholders

Form of holding a general meeting: joint presence of shareholders to discuss issues on the agenda and make decisions on issues put to vote.

Venue of the general meeting of shareholders: 163000, Arkhangelsk, st. Popova, 17

Agenda of the general meeting:

On the first item on the agenda:

The wording of the decision adopted by the general meeting on the agenda of the general meeting:

1. Reorganize the joint-stock company "Arkhangelskgrazhdanrekonstruktsiya" (OGRN: 1022900534700, location: Russian Federation, Arkhangelsk) in the form of separating from it a limited liability company on the following conditions:

1.1 Name of the company being created:

Full: Limited Liability Company "AGR-Invest"

Abbreviated: AGR-Invest LLC.

1.2. Location of the company being created: Arkhangelsk.

1.3. Postal address: 163000, Arkhangelsk, st. Popova, building 17, floor 6, office. 15

2. Establish the following action plan and allocation conditions:

The formation of the authorized capital of the spun-off limited liability company "AGR-Invest" will be carried out at the expense of the current profit of JSC "Arkhangelskgrazhdanrekonstruktsiya" based on the results of the first half of 2018.

2.2 The amount of the authorized capital of AGR-Invest LLC will be 10,000 rubles.

2.3. The only participant in the newly created AGR-Invest LLC will be the reorganized JSC Arkhangelskgrazhdanrekonstruktsiya. The share of the sole participant of the created limited liability company "AGR-Invest" will be 100% of the authorized capital of the limited liability company "AGR-Invest" with a nominal value of 10,000 rubles.

2.4. The formation of the property of AGR-Invest LLC is carried out only at the expense of the property of ArJSC. AGR-Invest LLC is transferring part of the property, rights and obligations of the reorganized company, including the rights and obligations of the reorganized company under construction contracts, state and municipal contracts for the construction of capital construction projects, concluded by the reorganized company with third parties on the date of this decision , as well as concluded by the reorganized company in the period from the date of adoption of this decision on reorganization until the moment of state registration of AGR-Invest LLC in accordance with the Transfer Act.

2.5. In accordance with Article 50 of the Tax Code of the Russian Federation, the legal succession created by AGR-Invest LLC in relation to JSC Arin terms of the fulfillment of its obligations to pay taxes does not arise.

2.6. Within 3 working days after the date of the decision on reorganization, the joint-stock company "Arkhangelskgrazhdanrekonstruktsiya" notifies the registration authority in writing about the start of the reorganization procedure, including the form of reorganization, with the decision on reorganization attached.

2.7. After making an entry in the Unified State Register of Legal Entities about the beginning of the reorganization procedure, the Arjoint-stock company publishes a message about the reorganization twice, once a month, in the Bulletin of State Registration of Legal Entities.

2.8. Creditors of ArJSC, if their rights of claim arose before the publication of the first notice of the reorganization of ArJSC, have the right to demand in court early execution of the corresponding obligation of ArJSC, and if early fulfillment is impossible, termination of the obligation and compensation for these losses, except for cases established by law or by agreement of the creditor with ArJSC. Demands for early fulfillment of obligations or termination of obligations and compensation for losses may be submitted by creditors no later than within 30 (thirty) days after the date of publication of the last notice of the reorganization of ArJSC.

2.9. In accordance with paragraph 1 of Art. 75 of the Federal Law “On Joint Stock Companies”, shareholders who voted against or did not take part in voting on the issue of reorganization have the right to demand the redemption of ArJSC of all or part of their ordinary shares if the extraordinary general meeting of shareholders of ArJSC makes a decision on this issue. The repurchase of shares will be carried out at a price determined by the Board of Directors of JSC Arkhangelskgrazhdanrekonstruktsiya: 1 (One) ordinary share of JSC Ar(state registration number of issue 1-02-01527-D) 1,000 (One thousand) rubles per 1 share.

2.10. JSC "Arkhangelskgrazhdanrekonstruktsiya" will be considered reorganized from the moment of state registration of LLC "AGR-Invest", created as a result of the reorganization.

3. Elect Vyacheslav Sergeevich Kitkin as director of AGR-Invest LLC.

4. Approve the transfer deed.

5. Approve the Charter of AGR-Invest LLC

The functions of the counting commission were performed by the Registrar of the Company – joint-stock company “Registrar R.O.S.T.”; location: Moscow; authorized person: Panyutina O.A.

Chairman of the meeting: _________________ (Kitkin S.V.)

Secretary of the meeting: _________________ (Usov A.A.)

MESSAGE
Joint Stock Company "Arkhangelskcitizenreconstruction"

Full corporate name of the company: Joint Stock Company "Arkhangelskgrazhdanrekonstruktsiya"

Location of the company: Russian Federation, Arkhangelsk

Form of the meeting: meeting.

Venue of the meeting: 163000, Arkhangelsk, st. Popova, 17

Start time for registration of persons participating in the general meeting: 2 p.m. 30 min.

The list of persons entitled to participate in the extraordinary general meeting of shareholders was compiled according to the register of owners of registered securities of the company as of August 2, 2018.

MEETING AGENDA:

1. On the reorganization of JSC “Archcitizenreconstruction” in the form of a spin-off.

Shareholders - owners of voting shares of the reorganized company, who voted against the decision or did not take part in voting on this issue, have the right to demand that the company buy back all or part of the shares they own at a price of 1,000 rubles per ordinary share.

The company's shareholders, who collectively own at least 2 percent of the company's voting shares, have the right to nominate a candidate for election to the position of the sole executive body (Director) of the spun-off company.

A proposal to nominate candidates for the position of sole executive body (Director) of the spun-off company must be sent to the company at the address: 163000, Arkhangelsk, st. Popova, 17 until August 05, 2018.

The materials provided to shareholders in preparation for the extraordinary general meeting of shareholders can be found on August 15, 2018 at the address: Arkhangelsk, st. Popova, 17 from 9 a.m. to 5 p.m. on weekdays.

Board of Directors of JSC "Archcitizenreconstruction"

Location of the Company: 163000, Arkhangelsk, st. Popova, 17

Type of general meeting: annual general meeting of shareholders

Form of holding a general meeting: joint presence of shareholders to discuss issues on the agenda and make decisions on issues put to vote.

Venue of the general meeting of shareholders: 163000, Arkhangelsk, st. Popova, 17

Date of the general meeting (end date for receiving voting ballots): April 25, 2018.

Agenda of the general meeting:

1. Approval of the annual report, annual accounting (financial) statements of the company for 2017.

4. Election of the company's auditor.

5. Approval of the company's auditor.

On the first item on the agenda:

Quorum (%)

There was a quorum on this issue.

The wording of the decision adopted by the general meeting on the agenda of the general meeting:

1. Approve the annual report and annual accounting (financial) statements of the company.

On the second item on the agenda:

There was a quorum on this issue.

The wording of the decision adopted by the general meeting on the agenda of the general meeting:

2. Net profit in the amount of 30,041,844 rubles 67 kopecks should be used to cover losses of previous years. No remuneration shall be paid to members of the board of directors and the auditor of the company in connection with the performance of their duties. Dividends based on the results of the 2017 financial year will not be accrued or paid.

On the third item on the agenda:

There was a quorum on this issue.

When voting on issue No. 3 of the agenda of the Meeting with the wording of the decision: “To elect a board of directors of the company in the amount of 5 people in the following composition:” the cumulative votes were distributed as follows:

On the fourth item on the agenda:

There was no quorum on this agenda item.

No decision has been made.

On the fifth item on the agenda:

The wording of the decision adopted by the general meeting on the agenda of the general meeting:

5. Approve the limited liability company “Consultant - Partner” as the Company’s auditor.

Chairman of the meeting: _________________ (Kitkin S.V.)

Secretary of the meeting: _________________ (Usov A.A.)

*Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders, approved by order of the Federal Service for Financial Markets dated 02.02.2012 No. 12-6/pz-n.

MESSAGE
on holding the annual general meeting of shareholders
Joint Stock Company "Arkhangelskcitizenreconstruction"

• Full corporate name of the company: Joint Stock Company "Arkhangelskgrazhdanrekonstruktsiya"
• Location of the company: Russian Federation, Arkhangelsk
• Form of the meeting: meeting.
• The meeting will take place April 25, 2018 at 11 o'clock 00 min.
• Venue of the meeting: 163000, Arkhangelsk, st. Popova, 17
• Start time for registration of persons participating in the general meeting: 10 a.m. 30 min.

The list of persons entitled to participate in the annual general meeting of shareholders is compiled according to the register of owners of registered securities of the company as of April 3, 2018.

MEETING AGENDA:

1 . Approval of the annual report, annual accounting (financial) statements of the company for 2017.

2. Distribution of profits (including payment (declaration) of dividends) and losses of the company based on the results of the reporting year.

3. Election of members of the Board of Directors of the company.

4. Election of a company auditor.

5. Approval of the company's auditor.

With materials provided to shareholders in preparation for the annual general meeting of shareholders, can be found on April 4, 2018 at the address: Arkhangelsk, st. Popova, 17 from 9 a.m. to 5 p.m. on weekdays.

With me you must have a passport or other document that allows you to identify the shareholder bycomparison of data contained in the list of persons entitled to participate in the general meeting of shareholders, and for a shareholder’s representative - also a power of attorney for the right to act on behalf of the shareholder or documents confirming his right to act on behalf of the shareholder without a power of attorney.

Board of Directors of JSC "Archcitizenreconstruction"

MESSAGE
on holding the annual general meeting of shareholders
Joint Stock Company "Arkhangelskcitizenreconstruction"

• Full corporate name of the company: Joint Stock Company "Arkhangelskgrazhdanrekonstruktsiya"
• Location of the company: Russian Federation, Arkhangelsk
• Form of the meeting: meeting.
• The meeting will take place on May 25, 2017 at 11 a.m. 00 min.
• Venue of the meeting: 163000, Arkhangelsk, st. Popova, 17
• Start time for registration of persons participating in the general meeting: 10 a.m. 30 min.

The list of persons entitled to participate in the annual general meeting of shareholders is compiled according to the register of owners of registered securities of the company as of May 1, 2017.

MEETING AGENDA:

1. Approval of the annual report, annual accounting (financial) statements of the company for 2016.
2. Distribution of profits (including payment (declaration) of dividends) and losses of the company based on the results of the reporting year.
3. Election of members of the Board of Directors of the company.
4. Election of the company's auditor.
5. Cancellation of the decision of the annual general meeting of shareholders dated April 19, 2016 on the issue “Approval of the company’s auditor.”
6. Approval of the company's auditor.
7. Approval of the Regulations on the Board of Directors of the company.

The materials provided to shareholders in preparation for the annual general meeting of shareholders can be found on May 5, 2017 at the address: Arkhangelsk, st. Popova, 17 from 9 a.m. to 5 p.m. on weekdays.

You must have with you a passport or other document that allows you to identify the shareholder by comparing the data contained in the list of persons entitled to participate in the general meeting of shareholders, and for the shareholder’s representative, also a power of attorney for the right to act on behalf of the shareholder or documents confirming his right act on behalf of a shareholder without a power of attorney.

Board of Directors of JSC "Archcitizenreconstruction"

Report
about the voting results
at the general meeting of shareholders

• Full corporate name: joint-stock company "Arkhangelskgrazhdanrekonstruktsiya"
• Location of the Company: Russian Federation, Arkhangelsk
• Type of general meeting: annual general meeting of shareholders
• Form of holding a general meeting: joint presence of shareholders to discuss issues on the agenda and make decisions on issues put to vote.
• Venue of the general meeting of shareholders: 163000, Arkhangelsk, st. Popova, 17
• Date of compilation of the list of persons entitled to participate in the general meeting: June 14, 2016.
• Date of the general meeting (end date for receiving voting ballots): July 5, 2016.

Agenda of the general meeting:

On the first item on the agenda:

• Number of votes held by persons included in the list of persons entitled to participate in the Meeting: 400
• The number of votes per voting shares of the Company on the agenda item of the general meeting, determined taking into account the provisions of paragraph 4.20 of the Order of the Federal Financial Markets Service dated 02.02.2012 No. 12-6/pz-n*: 400
• Number of votes held by persons who took part in the Meeting on the agenda item of the general meeting: 302
• Quorum (%): 75.5. There was a quorum on this issue.
• When voting on issue No. 1 of the meeting agenda, the votes were distributed as follows:
• “for” - 302 voting shares or 100% of the total number of voting shares owned by persons who took part in the general meeting on this agenda item;
• “against” - 0 voting shares or 0% of the total number of voting shares owned by persons who took part in the general meeting on this agenda item;
• “abstained” - 0 voting shares or 0% of the total number of voting shares owned by persons who took part in the general meeting on this agenda item;

The wording of the decision adopted by the general meeting on the agenda of the general meeting:

1. Set the amount of remuneration to the board of directors during the period they perform their duties in the amount of 904,000 rubles per month.

Compensate the expenses of members of the board of directors associated with the performance of these functions at actual costs.

The functions of the counting commission were performed by the Registrar of the Company - open joint-stock company "Registrar R.O.S.T."; location: Moscow; authorized person: Popov A.P.

Chairman of the meeting: Kitkin V.S., Secretary of the meeting: Korsakova I.A.

* Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders, approved by order of the Federal Service for Financial Markets dated 02.02.2012 No. 12-6/pz-n.

MESSAGE
on holding an extraordinary general meeting of shareholders
JSC "Arkhangelskcitizenreconstruction"

Full corporate name of the company: joint-stock company "Arkhangelskgrazhdanrekonstruktsiya"

Location of the company: Russian Federation, Arkhangelsk

Form of holding the meeting: through the joint presence of shareholders to discuss issues on the agenda and make decisions on issues put to vote, without first sending (delivering) voting ballots before the extraordinary general meeting of shareholders.

• The meeting will take place on July 5, 2016 at 10 a.m. 00 min.
• Venue of the meeting: 163000, Arkhangelsk, st. Popova, 17, office 10
• Start time for registration of persons participating in the general meeting: 09:00. 30 min.

The list of persons entitled to participate in the extraordinary general meeting of shareholders is compiled according to the register of owners of registered securities of the company as of June 14, 2016.

MEETING AGENDA:

1. On remuneration to members of the company's board of directors.

The materials provided to shareholders in preparation for the general meeting of shareholders can be found at the address: 163000, Arkhangelsk, st. Popova, 17 from June 14, 2016 from 9 to 17 hours on weekdays.

A participant in an extraordinary general meeting of shareholders must have with him a passport or other identification document, and for a representative of a shareholder, also a power of attorney for the right to participate in an extraordinary general meeting of shareholders and (or) documents confirming his right to act on behalf of the shareholder without a power of attorney.

Board of Directors of the company

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In relation to a limited liability company, the economic court made a decision to recover a large sum of money and granted an installment plan for its execution for 2 years. The company complies with the court decision. After payments according to the court decision based on the results of the company’s work for the year, it has a profit. Question: can a company pay profits to its participants if it has an unexecuted court decision?

Recently, in the practice of the economic courts of the Republic of Belarus, cases of bringing founders (participants) and heads of legal entities to subsidiary liability for the obligations of a legal entity undergoing bankruptcy proceedings are becoming increasingly widespread. Moreover, if previously claims to bring these persons to subsidiary liability were almost never satisfied, today the courts have developed certain criteria, the presence of which will trigger the liability of the relevant persons. Thus, business received a clear signal about the need to comply with certain rules of the game.

January 12

1. Concluding a transaction with an individual - the only participant and director of the enterprise

Description of the situation

It is assumed that a transaction will be concluded between an individual and a company in which this individual is the only participant and director. Under this transaction, the company has a right of claim against the participant.

Question. Is it possible to conclude such a deal?

Answer. According to para. 1 clause 3 art. 182 of the Civil Code of the Russian Federation, a representative cannot make transactions on behalf of the represented person in relation to himself personally.

Whether a transaction between an individual and an organization in which this person is a director falls under this prohibition is not established by civil law.

In judicial practice, there is an approach according to which the director of the company is under the ban established by paragraph 3 of Art. 182 of the Civil Code of the Russian Federation, does not fall within the scope.

For example, in the Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated November 1, 2005 No. 9467/05 in case No. A13-13713/04-22, the court established that a property purchase and sale agreement was concluded between the partnership (seller) and the Company (buyer). At the same time, on behalf of the Company, the purchase and sale agreement was concluded by the sole executive body (director) Z.B. Shibaeva, on behalf of the partnership - by the general partner of LLC “F” represented by the sole executive body (director) Z.B. Shibaeva.

The court stated that:

“The bodies of a legal entity cannot be considered as independent subjects of civil legal relations and, therefore, act as representatives of a legal entity in civil legal relations.

Shibaeva Z.B., being the person performing the functions of the sole executive body of both LLC F and the Company (buyer), cannot be considered as a representative of the parties in the contested transaction. Clause 3 of Art. 182 of the Civil Code of the Russian Federation in this case is not subject to application".

A similar position is reflected in the Resolutions of the Presidium of the Supreme Arbitration Court of the Russian Federation dated September 21, 2005 No. 6773/05 in case No. A13-13710/04-22, dated April 11, 2006 No. 10327/05 in case No. A13-13712/04-22.

However, there is also an opposite opinion.

For example, the Federal Antimonopoly Service of the Ural District, in Resolution No. F09-3374/10-S3 dated May 13, 2010, in case No. A34-2858/2009, established that the individual entrepreneur (lender) provided funds to LLC (borrower) under interest-free loan agreements. At the time of signing the contracts, the individual entrepreneur performed the functions of the sole executive body of the LLC and at the same time was the only participant in this LLC.

“Thus, having established that the indicated transactions were actually completed by the individual entrepreneur in relation to himself personally, since V.K. Zhilin acted on the part of the lender. as an entrepreneur, on the part of the borrower - Zhilin V.K. as the director and sole founder of the company, the courts came to a reasonable conclusion that these transactions are void...”

The Resolution of the Federal Antimonopoly Service of the Central District dated May 28, 2008 in case No. A64-3102/06-14 states:

“On behalf of both parties, the agreement on the assignment of the right of claim dated November 27, 2006 was signed by one person - Igor Anatolyevich Zhulimov. On behalf of the legal entity LLC, I.A. Zhulimov, as its general director, acted as a liquidator. On the side of the assignee I.A. Zhulimov. acted as an individual.

... the court of first instance came to the correct conclusion that the agreement on the assignment of the right of claim dated November 27, 2006 is void, due to its contradiction with the requirements of the current civil legislation" (By decision of the Supreme Arbitration Court of the Russian Federation dated September 17, 2008 No. 11585/07, it was refused to transfer this case to the Presidium of the Supreme Arbitration Court of the Russian Federation for review in the manner of supervision).

Thus, the question of whether the prohibition established by paragraph. 1 clause 3 art. 182 of the Civil Code of the Russian Federation, transactions in which directors of companies appear are ambiguous.

However, in any case, when deciding whether the conclusion of such transactions is allowed in principle, we believe it is necessary to proceed from the following.

In accordance with paragraph. 2 p. 3 art. 182 of the Civil Code of the Russian Federation, a transaction that was concluded in violation of the rules established in paragraph one of this paragraph, and to which the principal did not give consent, may be declared invalid by the court at the request of the represented person if it violates his interests. Violation of the interests of the represented person is assumed unless proven otherwise.

The specified paragraph was introduced by Federal Law dated May 7, 2013 No. 100-FZ.

Thus, now even if the transaction was made in violation of paragraph. 1 clause 3 art. 182 of the Civil Code of the Russian Federation, it is not automatically invalid (void). Until the court declares this deal invalid, it will be completely legitimate. At the same time, as we noted above, only the represented person, in this case the company, can apply to the court to declare the transaction invalid.

We believe that as long as the individual remains the sole participant and director of the company, the company will not challenge this transaction. However, in the event of a change of participant (founder) of the company, the new participant, having appointed a new director, will be able to initiate the process of challenging the debt forgiveness transaction as a transaction contrary to paragraph. 1 clause 3 art. 182 of the Civil Code of the Russian Federation and violating the property interests of society.

As for the admissibility of a transaction specifically for the forgiveness of a debt to an individual (the only participant and director), we consider it necessary to note that the forgiveness of a debt, i.e., release from a property obligation, is a type of donation by virtue of clause 1 of Art. 572 of the Civil Code of the Russian Federation.

At the same time, the ban on donations is established only in relations between commercial organizations (subparagraph 4, paragraph 1, article 575 of the Civil Code of the Russian Federation).

In the case under consideration, there is a donation between an individual and a commercial organization, which is not prohibited.

Therefore, in our opinion, the mere adoption by the company of a decision to forgive a debt to an individual (sole participant and director) does not contradict the norms of civil law.

2. Corporate risks in connection with the issuance of loans to founders, the amount of which coincides with the amount of retained earnings of the enterprise

Description of the situation

The main sources of replenishment of the LLC's working capital are revenue from sales of products and credit resources, the volume of which amounts to more than 50% of the annual sales volume. The average bank interest rate is 12%. During 2011-2013 net profit was not distributed due to the preservation of the necessary financial indicators for banking monitoring. For future dividends, the founders use borrowed funds from the enterprise. Loans are issued on the basis of agreements at a minimum conditional interest rate. Personal income tax on the amount of material benefit is calculated according to the requirements of Chapter 23 of the Tax Code of the Russian Federation. Currently, the amount of loans issued to the founders is comparable to the amount of accumulated retained earnings over several years.

Question. Considering the dependence on external sources of financing, as well as a serious drop in sales in 2014 by 35-40% and a lack of profit, I ask you to assess the risks of corporate law and the possibility of criminal prosecution in connection with the irrational use of working capital.

Answer. Regarding corporate risks, we consider it necessary to note the following.

1) When concluding transactions with the founders of joint stock companies, including loan agreements, it is necessary to monitor compliance with the provisions of Art. 81-84 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” ( hereinafter - Law No. 208-FZ, Law on Joint Stock Companies) on the procedure for concluding transactions in which there is an interest, as well as Art. 78-79 of Law No. 208-FZ on the procedure for concluding major transactions (if the loan agreement falls within the definition of these transactions).

The conditions under which these transactions can be challenged, the limits of evidence within the framework of challenging such transactions are explained in detail in the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated May 16, 2014 No. 28 “On some issues related to challenging major transactions and interested party transactions.”

Let us give an example of declaring a transaction invalid in the case of an interested party transaction in violation of the requirements of Chapter XI “Interest in a transaction by a company” of Law No. 208-FZ from judicial practice.

IN Resolution of the Federal Antimonopoly Service of the North-Western District dated October 8, 2008 in case No. A56-3830/2008 considered a situation in which a loan agreement was concluded between the company and a member of the board of directors of the company, the amount of which amounted to more than 15% of the book value of the company’s assets. At the same time, there is no evidence in the case of preliminary approval of the loan agreement by the general meeting of shareholders of the company. The plaintiff in the case (one of the company’s shareholders) also indicated in support of the claim that the amount of interest under the loan agreement is significantly lower than the bank interest rate (10% per annum) in effect at the time of concluding the disputed agreement, which indicates that it is unprofitable for the company. In addition, the organization’s conclusion of a loan agreement was not caused by production necessity and was not a way for the company to prevent losses (the case included an expert opinion on the unsatisfactory financial condition of the enterprise).

Under such circumstances, the court recognized the loan agreement as a transaction in which a member of the board of directors was interested, pointing out that there was no prior approval of this transaction by the general meeting of shareholders of the Company in accordance with Art. 83 of Law No. 208-FZ.

Thus, we believe that one of the civil legal risks in your case is the risk of invalidation of a loan agreement concluded with the founder, if such an agreement falls under the characteristics of an interested party transaction or a major transaction and was concluded in violation of the provisions of Law No. 208-FZ (without approval of all shareholders).

2) In addition, taking into account the unprofitability of loan agreements concluded with the founders (interest on loan agreements, funds from which are used to pay dividends, exceeds interest on loan agreements with the founders), it is necessary to pay attention to paragraph. 1 item 2 art. 71 of Law No. 208-FZ, which provides for the liability of members of the board of directors (supervisory board) of the company, the sole executive body of the company (director, general director) and (or) members of the collegial executive body of the company (board, directorate), management organization to the company for losses caused to society by their guilty actions (inaction), unless other grounds for liability are established by federal laws.

According to paragraph 5 of Art. 71 of Law No. 208-FZ The company or shareholder (shareholders) owning in the aggregate at least 1 percent of the company’s outstanding ordinary shares has the right to file a claim in court against a member of the board of directors (supervisory board) of the company, the sole executive body of the company (director, general director), temporary sole executive body of the company (director, general director), member of the collegial executive body of the company (board, directorate), as well as to the management organization (manager) for compensation for losses caused to the company in the case provided for in paragraph. 1 paragraph 2 of this article.

As indicated FAS North-Western District in the Resolution dated 06/03/2014 in case No. A27-12059/2013, the violation by the management bodies of the company of the obligation to act in the interests of the company reasonably and in good faith, expressed in the execution of transactions without observing the procedure established by law, as well as the subsequently revealed unprofitability of the concluded transactions, do not in themselves indicate either an abuse of law on the part of the company, or the existence of grounds for recognition the transaction is void at the time of its conclusion.

However, according to paragraph 12 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated May 16, 2014 No. 28 “On some issues related to challenging major transactions and interested party transactions,” refusal of a claim to invalidate a major transaction or interested party transaction brought by a participant or company does not deprive these persons have the opportunity to make a claim for compensation for losses caused to the company by the persons named in paragraph 5 of Art. 71 of the Law on Joint Stock Companies.

So, in Resolution of the Federal Antimonopoly Service of the Volga District dated 07/09/2013 in case No. A57-17127/2012 The following situation is considered. An interest-free loan agreement for a period of 5 years was concluded between the Company (lender) and the general director (borrower). During the audit of the financial and economic activities of the Company, it was established that the decision to issue a long-term interest-free loan led to the diversion of the Company’s working capital, as a result of which it was unable to pay wages on time and pay taxes. Believing that as a result of the transaction concluded with the borrower, the Company incurred losses and lost profits, the Company filed a corresponding claim with the general director in the arbitration court. It should be noted that the Company’s claims were denied due to the lack of proof of the fact of causing losses, their size, illegality of behavior, the presence of a causal connection between receiving an interest-free loan and the harm that occurred, as well as due to the expiration of the statute of limitations.

Despite the positive outcome of the case in the above example, we consider it necessary to note that cases in this category of disputes are individual, and the final outcome depends on the well-reasoned position of one or the other party.

Thus, we believe that an additional corporate risk in your situation is the possibility of recovering the Company’s losses arising in connection with the unprofitability of loan agreements and the diversion of working capital from the needs of the Company from the entities specified in paragraph. 1 item 2 art. 71 of the Law on Joint Stock Companies.

As for the risk of criminal prosecution, if there is a significant loss for the Company, the reason for which is the diversion of the enterprise’s working capital to enter into transactions that are obviously unprofitable for it, the Company may file a statement with law enforcement agencies. In the event that the actions of the sole executive body (director), member of the board of directors or other collegial executive body that made the decision to conclude loan agreements reveal signs of a crime, in particular, those provided for in Art. 201 (abuse of power) of the Criminal Code of the Russian Federation, such an official may also be brought to criminal liability.

The peculiarities of bringing to criminal liability in this type of cases are considered in the Resolution of the Plenum of the Supreme Court of the Russian Federation dated October 16, 2009 No. 19 “On judicial practice in cases of abuse of official powers and abuse of official powers.”

At the same time, we consider it necessary to note that both for the purpose of applying civil liability and for the purpose of bringing to criminal liability, it is necessary to prove a cause-and-effect relationship between the actions of an official and the significant damage to the enterprise. As judicial practice shows, such a connection is extremely difficult for a plaintiff to prove even in civil cases.

By asking this question, you can understand whether you are dealing with a professional. A professional who is in love with his business will see a lot of new opportunities in such a project and agree to organize a non-standard holiday. Although organizing such an event is not easy, it is also very interesting. A true professional's eyes will light up and he will not miss this opportunity. To all the wishes and ideas of the customer, the event organizer asks many clarifying questions in order to understand the needs, expectations, taste, and portrait of the audience that will be at the corporate event. The collected information will help develop an individual author's concept for the event. But the desire to immerse yourself in a unique project is not enough. The contractor should already have experience in organizing non-standard events so that the customer does not end up as a guinea pig. Therefore, be sure to ask the next question.

Tell us about your experience in creating custom projects.

Ask specifically about the implementation of extraordinary concepts, unusual venues for events, and the implementation of original ideas. Based on what and how the event organizer says when answering this question, what he pays attention to, we can draw a conclusion about his experience in this area, how diverse the implemented projects are, and whether there is room for creativity in them.

How do you see our corporate party?

This question helps determine how much the contractor understood the customer’s expectations and felt the mood. A good organizer always has ideas in stock that he can immediately offer to the customer after listening to his wishes: sketch out the concept of the event, ideas on style, and the format of the corporate event. If you need an original event, and the organizer offers template, standard themes and solutions, it is better to refuse his services - you are unlikely to expect an individual approach to the holiday from him.

We have our own decorating contractors (catering, music, etc.). Are you ready to work with our specialists?

The organizers have their own team of professionals, as well as partners in various areas, whom they can involve in a specific project. But this does not mean that you need to work only with them. The customer has the right to ask to involve other professionals. However, in this case, responsibility for the work of third-party contractors will lie with the customer. If a contractor refuses to cooperate with people other than his own, this is a reason to think about whether it is necessary to cooperate with him.

Do you have to order a corporate event on a turnkey basis or can you choose individual services?

This question will help determine whether other contractors will be needed or whether all work on preparing the event can be concentrated in one person. There are 50/50 event agencies working both on a turnkey basis and ready to provide certain services. Which option is preferable is determined by each customer for himself.

What is your commission size and how transparent is the event estimate?

The estimate must be understandable and transparent for customers. When contacting an agency, you need to remember the main thing - professionals only charge for their work; they openly announce the amount of remuneration to their customers and stipulate it in the contract. All other prices indicated in the event estimate are real market prices for a particular service. True, some unscrupulous eventers try to make money on the customer and inflate the cost of the services of the contractors they involve in organizing and holding the event. For example, they sell artists, photographers, and videographers for more than they are actually worth. You can check the estimate yourself by directly contacting the contractors and finding out their prices.

What is the minimum budget of the corporate company you work with?

All event organizers have a minimum event budget that they are willing to work with. And the higher the authority and fame of the eventer, the greater and richer his professional experience, the higher the “threshold of entry.” Although even the most famous agencies can agree to a project with a small budget if it is interesting. Therefore, it is better to find out in advance the expectations of the organizer and correlate them with the available budget for the corporate event.

How to combine business with pleasure and solve certain company problems with the help of a corporate event?

Today, most corporate customers do not just hold a holiday for the team, but try to achieve specific corporate goals with the help of the event: to unite the team, increase corporate spirit and loyalty, introduce and bring together employees from different departments, etc. Therefore, if the goal of holding a corporate event is not just to relax and have fun, ask the event organizer a question about how to make the event effective, what solutions he can offer to achieve the customer’s goals.

We want to keep our event confidential. Is it possible to provide for this in the contract?

If you do not want to make your corporate holiday public on the Internet, you need to discuss this issue with the organizer in advance and indicate a non-disclosure clause in the contract. However, consider allowing the contractor to use certain parts of the project to add to their portfolio - for example, photos of decor, stylized concepts, artist themed acts, etc.

A questionnaire for working with event organizers was compiled by Valeria Nezhinskaya