Regulations on the audit commission (auditor) of the joint-stock company. Audit Commission When choosing the Audit Commission of the Auditor

"Law and Economics", 2005, N 4

To exercise control over the financial and economic activities of a joint-stock company, Federal Law No. 208-FZ of December 26, 1995 "On joint-stock companies"(Article 85) provides for the creation of a special body of a joint-stock company - an audit commission.

What rights does the audit commission have and what is the procedure for electing its members?

In accordance with the current legislation of the Russian Federation, the audit commission has the right to:

carry out financial checks economic activity society. These checks are carried out by the audit commission based on the results of the company's activities for the year, as well as at any time on the basis of its own initiative, the decision of the general meeting of shareholders, the board of directors, or the request of the shareholder (shareholders) owning in the aggregate at least 10% of the voting shares of the company;

require persons holding positions in the management bodies of the joint-stock company to submit documents on financial and economic activities;

demand the convening of an extraordinary general meeting of shareholders.

At present, the role of the audit commission in the activities of business entities is being strengthened.

The Audit Commission is a real and effective tool for the exercise by shareholders (investors) of control over the activities of the relevant economic company and its management bodies.

In this regard, in Russian law enforcement practice, the charters of companies often provide for the expansion of the competence of the audit commission in comparison with the Law on Joint Stock Companies. There are high-quality internal documents of companies that determine the procedure for the activities of the audit commission.

It is important to note that the participants in the civil turnover currently need to maintain and develop this corporate tool.

The current legislation of the Russian Federation has gaps that make it difficult for their subjects to exercise their legal rights.

Thus, in practice, a situation of legal uncertainty arises when nominating candidates for members of the audit commission of joint-stock companies, who are subject to election at an extraordinary general meeting of shareholders.

Suppose that an extraordinary meeting is called at the request of a shareholder. general meeting shareholders. The agenda of this meeting includes questions on the election of members of the Board of Directors and the Audit Commission. Other shareholders are interested in nominating their candidates to the specified bodies of the company.

The law on joint-stock companies, while granting in this situation the said shareholders the right to nominate their candidates for the board of directors, forgot to grant them the same right to nominate candidates for the audit commission.

In accordance with paragraph 4 of Art. 55 of this Law, if the request to convene an extraordinary general meeting of shareholders contains a proposal to nominate candidates, such proposal shall be subject to the relevant provisions of Art. 53.

If the proposed agenda of the extraordinary general meeting of shareholders contains the issue of electing members of the board of directors of the company, the shareholders (shareholder) of the company, who in the aggregate own at least 2% of the voting shares of the company, have the right to propose candidates for election to the board of directors of the company, the number of which cannot exceed the number of members of the board of directors of the company. Such proposals must be received by the company at least 30 days before the date of the extraordinary general meeting of shareholders, unless the company's charter establishes a later date (clause 2, article 53 of the Law).

Thus, the Law on Joint Stock Companies does not grant the right to shareholders to nominate their candidates for members of the audit commission of the company, to be elected at an extraordinary general meeting of shareholders convened at the request of another shareholder.

In this situation, shareholders who do not have the right to nominate their candidates for members of the audit commission have the right to demand the convening of an extraordinary general meeting of shareholders on the issue of early termination of the powers of members of the audit commission and the election of "their" members of the audit commission.

As a result, we will obviously get a corporate conflict between shareholders, because in this situation, it is impossible to create an audit commission, which will include members representing the interests of various shareholders. There will always be an audit committee, which will include members representing the interests of the shareholder (shareholders) who initiated the extraordinary general meeting of shareholders on the relevant issue.

One of the options for resolving this corporate conflict is to hold an annual general meeting of shareholders.

In accordance with paragraph 1 of Art. 53 of the Law on Joint Stock Companies, shareholders (shareholder) who in the aggregate own at least 2% of the voting shares of the company have the right to put issues on the agenda of the annual general meeting of shareholders and nominate candidates to the audit commission of the company, the number of which cannot exceed the quantitative composition of this body . Such proposals must be received by the company no later than 30 days after the end of fiscal year unless the charter of the company establishes a later date.

However, the annual general meeting of shareholders is held in the company, respectively, once a year (clause 1, article 47 of the Law). Consequently, before the annual general meeting of shareholders, shareholders (investors) will not be able to effectively use such a corporate tool as the audit committee.

The second option to eliminate this gap in the legislation of the Russian Federation is the analogy of the law and the analogy of law (Article 6 of the Civil Code of the Russian Federation).

By analogy with the law in relation to this situation, taking into account the requirements of Art. 52 of the Law on Joint Stock Companies, the above provisions of Art. 53 of the Law. In this case, if the proposed agenda of the extraordinary general meeting of shareholders contains the issue of electing members of the audit commission of the company, the shareholders (shareholder) of the company, who in the aggregate own at least 2% of the voting shares of the company, have the right to propose candidates for election to the audit commission of the company, the number of which may not exceed the number of members of the audit commission of the company. Such proposals must be received by the company at least 25 days before the date of the extraordinary general meeting of shareholders.

The third option for resolving the mentioned conflict is to establish such a right of the shareholder in the charter or internal document of the company.

It is important to note that the Law on Joint Stock Companies is part of the civil legislation of the Russian Federation (Article 1 of this Law, Articles 3, 96 of the Civil Code of the Russian Federation).

In accordance with Art. 8 of the Civil Code of the Russian Federation civil rights and obligations arise from the grounds provided for by law and other legal acts, as well as by the actions of citizens and legal entities, which, although not provided for by law or such acts, but by virtue of the general principles and meaning of the civil legislation of the Russian Federation, give rise to civil rights and obligations. In accordance with this, civil rights and obligations arise, in particular, as a result of other actions of citizens and legal entities.

On the basis of and in pursuance of the said provisions of the Civil Code of the Russian Federation, the Law on Joint Stock Companies also allows regulation (in addition to this Law, other federal laws and legal acts) of relations related to the scope of its application, through actions legal entity, namely the regulation of issues of the organization's activities through the approval constituent documents(charter), internal documents of this organization, decisions of the bodies of this organization and other actions of a legal entity. Yes, Art. 11 of the Law on joint-stock companies provides that the charter may contain other provisions that do not contradict the said Law and other federal laws. The law on joint-stock companies often uses the wording "unless otherwise provided by the charter, internal documents of the company" and often the regulation of many issues of the company's activities is left to the discretion of the participants in civil circulation through the approval of the company's internal documents by the company's bodies (see, for example, subparagraph 19, paragraph 1 article 48, paragraph 5 of article 49, paragraphs 1 and 3 of article 68, paragraph 1 of article 70, paragraph 2 of article 85 of this Law).

The fourth option for resolving this problem is the introduction by the Federal Service for financial markets relevant additions to the Regulations on additional requirements to the procedure for preparing, convening and holding a general meeting of shareholders, approved by Resolution of the Federal Commission for the Securities Market dated May 31, 2002 N 17 / ps, or issued by the specified state body teaching materials and recommendations for resolving this problem. This right is granted Federal Service on financial markets, paragraph 1 of Art. 47 federal law"On Joint Stock Companies" and clauses 5.2, 5.5 of the Regulations on the Federal Service for Financial Markets, approved by Decree of the Government of the Russian Federation of June 30, 2004 N 317.

The Audit Commission is a body of a joint-stock company that performs the functions of internal financial, economic and legal control over the activities of the company.

The Audit Commission controls the activities of the Board of Directors and the Management Board of the company, but does not have the right to cancel their decisions.

The Audit Commission acts on the basis of the regulation approved by the General Meeting of Shareholders of the Company.

The Audit Commission carries out current control over the financial and economic activities of the company, its separate subdivisions and services, branches and representative offices that are on the balance sheet of the company.

Members of the Audit Commission put their signature on the annual report and balance sheet to confirm their compliance with the real state of affairs in society.

In the absence of an external auditor without the opinion of the Audit Commission, the General Meeting of Shareholders is not entitled to approve the annual report and balance sheet.

The Audit Commission has the right to check:

financial documentation of the company and the conclusions of the property inventory commission, comparing them with the primary accounting data;

the state of the cash desk and property of the company;

timeliness and correctness of payments to suppliers of products and services; payments to the budget; accrual and payment of dividends; accrual and payment of interest on bonds; repayments of other liabilities;

the correctness of the preparation of balance sheets, reporting documentation for tax office, statistical bodies and government bodies;

observance by the company and its management bodies of legislative acts and instructions and decisions of the General Meeting of Shareholders.

The Audit Commission is obliged to control:

legitimacy of contracts concluded by the company, transactions, trade, settlement and other operations.

observance by society in the financial, economic and production activities established standards, rules, estimates, GOSTs, TUs, etc.;

legitimacy of the decisions taken by the Board of Directors and the Management Board of the company, their compliance with the charter and decisions of the meeting of shareholders, as well as decisions of the meeting itself. It has the right to make proposals for changing them if they do not comply with the provisions of documents that have greater legal force.

The competence of the Audit Commission includes the analysis financial position society, its solvency, liquidity of assets, the ratio of own and borrowed funds; identification of improvement reserves economic condition enterprises and development of recommendations for management bodies.

The Audit Commission controls the activities of the company in terms of maintaining the register of shareholders, issuing extracts from the register, providing information to shareholders, charging fees for these and other services to shareholders.

Only a shareholder who owns ordinary shares of the company or his authorized representative can be a member of the Audit Commission.

The number of members of the Audit Commission is determined by the General Meeting of Shareholders, but must be limited and be at least three people. The Meeting may increase the number of members of the Revision Mission and elect additional members to perform certain functions.

The Audit Commission elects a chairman and a secretary of the Audit Commission from among its members. To the duties of the Chairman of the Audit Committee

and holding meetings of the Audit Commission;

organization of the current work of the commission, representation of the Audit Commission at meetings of the Management Board, the Board of Directors and the General Meeting of Shareholders of the company with an advisory vote;

Election Members of the Audit Commission are elected at the General Meeting of Shareholders of the Company for a period of two years with the right to extend it by decision of the General Meeting.

The procedure for electing members of the Audit Commission is established by the General Meeting of Shareholders. It may be similar to the procedure for electing members of the Board of Directors.

Candidates for the commission at the meeting may be proposed:

members of the Audit Commission with an expiring term of office;

persons nominated by the shareholders.

Nomination of candidates to the Audit Commission and voting on candidates is carried out in accordance with the provisions established by the General Meeting of Shareholders. Voting is carried out separately for each candidate or by decision of the meeting - by list.

recall The General Meeting of Shareholders of the company has the right to recall a member of the Audit Commission before the expiration of his term of office in cases of non-fulfillment of the duties assigned to him or abuse of the rights given to him. The decision is taken by a simple majority of votes of those present at the meeting.

The Company is obliged to compensate the members of the Audit Commission for transport, postage, travel expenses associated with the performance of their duties.

The procedure for the activities of the Audit Commission is approved by the General Meeting of Shareholders of the company.

When performing its functions, the Audit Commission carries out all types of work that correspond to its competence and the situation that has arisen.

Audits and checks should not disrupt the normal mode of operation of the company.

The management bodies and all employees of the company are obliged to provide the Audit Commission with the necessary assistance, timely provide it with all the necessary information and documentation necessary for the work of the commission, and provide conditions for its work.

The Audit Commission carries out regular inspections (solid or selective) and audits of the financial and economic activities and current documentation of the company according to the plan approved by it, but at least once a year, or unscheduled - upon request.

The Audit Commission is obliged to start the scheduled annual audit no later than one month before the General Meeting. The state of the company's funds and property related to the report and balance of books, accounts, documents, all office work of the company is checked, and the company's activity plan for the next year is analyzed.

Meetings of the Audit Commission are held according to the approved plan, as well as before and after the audit to discuss the results. Any member of the Audit Commission may demand the convening of an emergency meeting in case of violations that require an urgent decision.

In case of disagreement with the decision of the commission, a member of the Audit Commission has the right to record this in the minutes of the meeting, issuing it as a dissenting opinion, and bring it to the attention of the Board of Directors and the General Meeting of Shareholders.

The Audit Commission shall keep detailed minutes of the meetings with the attachment of all reports, conclusions, judgments and statements of dissenting opinions of individual members of the Commission. Minutes of the meetings of the Audit Commission are kept at the location of the company and must be available for familiarization to shareholders at any time.

time during the working day. Shareholders and their representatives have the right to make copies of them for a fee established by the Board.

In its activities, the Audit Commission is guided by the legislation of the Russian Federation, by-laws of government bodies, the charter of the company, decisions of the General Meeting of Shareholders and other documents, adopted by the meeting shareholders of the company and related to the activities of the Audit Commission and its members.

In order to properly perform its functions, the Audit Commission has the right to demand from the management bodies of the company, its divisions and services, officials to provide all materials requested by the commission, accounting or other documents necessary for its work, .the study of which corresponds to the competence and powers of the commission.

In cases where identified violations in the production, economic, financial, legal activity or a threat to the public interest require a decision on matters within the competence

management bodies, members of the Audit Commission have the right to demand from authorized persons to convene meetings of the Management Board, the Board of Directors or to put these issues on the agenda of the General Meeting

shareholders.

The Audit Commission has the right to demand

personal explanation from any employee of the company,

including any officials, on matters

within its jurisdiction.

The Audit Commission has the right, if necessary, to engage in its work on a contractual basis specialists who do not hold regular positions in the company, and require the Management Board to pay all necessary expenses related to audits and

The Audit Commission has the right to raise the question of responsibility before the General Meeting or the management bodies of the company, its divisions and services

employees, including any officials, in case they violate the charter or provisions, rules and instructions adopted by the General Meeting of Shareholders or other normative documents society.

Responsibilities Members of the Audit Commission are liable for the unfair performance of the duties assigned to them by members in the manner prescribed by the current legislation of the Russian Federation and the regulatory documents of the company. During the inspections, the members of the Audit Commission are obliged to properly study all documents and materials related to the subject of the inspection. They are liable for dishonest conclusions. the measure of which is determined by the General Meeting of Shareholders. The Audit Commission is obliged to timely submit to the meeting of shareholders and in a copy - to the Board of Directors reports on the results of audits and inspections in the appropriate form, accompanying them with the necessary comments and suggestions to improve the efficiency of the company.

If there is a serious threat to the interests of society or abuses committed by officials companies, members of the Audit Commission are obliged to demand the convening of an extraordinary meeting of shareholders.

Members of the Audit Commission are obliged to observe commercial secrets, not to disclose information that is confidential, to which they have access in the performance of their functions in accordance with their competence.

In this article, we will consider questions on the composition and election of the audit commission.

The creation of an audit commission and its confirmation of the financial statements of the company is mandatory.

Many managers do not imagine the role of the audit commission in the financial and economic activities of the organization, this is evidenced by the protocols of the audit commissions. The activities of the audit commission in the company should not duplicate the functions of the company's accounting department. The inclusion in the charter of the company of provisions on the competence of the audit commission, conducting inspections of the executive body, on the correctness of concluding contracts on behalf of the company, as well as checking the competence of the decision-making of the council on certain issues, for compliance with the requirements of the current legislation, provisions, goals and objectives of the company will allow the audit commission of the company to take exactly the position in the company that is provided for in the legislation. Legal regulation activities of the audit commission allows to increase the efficiency and quality of business management. The Audit Commission does not belong to the management bodies of the company and acts independently, regardless of the activities of the company's bodies.

In practice, often the composition of the commissions includes persons who do not have the necessary experience in accounting or control work or holding positions in the management bodies of the company. In accordance with the requirements established by paragraph 3 of Art. 88 Federal Law of December 26, 1995 No. No. 208-FZ "On Joint Stock Companies" (hereinafter referred to as the Law on JSC), the reliability of the data contained in the company's annual report, annual financial statements, must be confirmed by the audit commission (auditor) of the company. It should be noted that in accordance with paragraph 2 of Article 13 of the Federal Law of November 21, 1996 N 129-FZ "On Accounting", the financial statements of organizations, with the exception of financial statements budget organizations, comprises:

a) the balance sheet;

b) income statement;

c) annexes to them provided for by regulatory enactments;

d) an auditor's report confirming the reliability of the organization's financial statements, if it is subject to mandatory audit in accordance with federal laws;

e) explanatory note.

It can be concluded that the members of the audit commission should be familiar with the procedure for compiling and the content of those documents with which they will work. To do this, it is more expedient to recommend to the composition of the audit commission persons who have a special accounting or economic Education in order not to additionally involve specialists of these professions in the work, since it is the audit commission that gives an opinion confirming or refuting the accuracy of the data included in the company's annual report and the information contained in the company's annual financial statements.

In order to understand who can be part of the audit commission and the responsibility of its members, we will consider in this article.

Requirements for candidates for members of the Audit Commission.

Let us consider in more detail the most common forms of ownership - Limited Liability Companies and Joint Stock Companies. What requirements, according to the law, do they impose on members of audit commissions, by whom and how are they elected.

In accordance with paragraph 6 of Article 32 of the Federal Law of February 08, 1998 No. 14-FZ "On Limited Liability Companies" (hereinafter referred to as the Law on LLC), both participants and non-participants of the company can be members of the audit commission of the company. Members of the audit commission cannot: simultaneously be members of the board of directors, hold other positions in the management bodies of the company.

Article 32 of the Law on LLC states that the functions of the audit commission (auditor) of the company can be carried out by an auditor approved by the general meeting of participants in the company. And the auditor can be both an individual and a legal entity on the basis of Article 4 of the Federal Law of August 07, 2001 No. No. 119-FZ "On Auditing". It turns out that the functions of the audit commission can also be performed by a legal entity. There are no clear explanations in the legislation on this issue.

in joint-stock companies.

According to Article 85 of the JSC Law, only natural persons can be members of the audit commission, and it does not matter whether these persons are or are not shareholders of the company. Members of the audit commission cannot: simultaneously be members of the board of directors, hold other positions in the management bodies of the company.

Election of members of the audit commission

In limited liability companies.

In accordance with Art. 91 of the Civil Code of the Russian Federation and paragraph 1 of Art. 47 of the LLC Law, the audit commission is elected at a general meeting of participants in a limited liability company. Based on under 5 p. 2 art. 33 of the Law on LLC election of the audit commission (auditor) and early termination their authority refers to the exclusive competence of the general meeting of participants in the company. According to paragraph 2 of Art. 33 of the LLC Law, this issue cannot be submitted for decision to either the board of directors (supervisory board) or the executive body of the company.

The decision to elect the audit commission (auditor) is made by the general meeting of the company's participants by a majority vote of the total number of votes of the company's participants, unless the need for a larger number of votes to make a decision on this issue is provided for by the company's charter.

Based on par. 1 p. 9 Art. 37 of the LLC Law, it is allowed to provide for the cumulative voting in the company's charter when making decisions on the election of members of the company's audit commission.

In case of cumulative voting, the number of votes belonging to each member of the company is multiplied by the number of persons to be elected to the body of the company, and the member of the company has the right to give the number of votes thus obtained in full for one candidate or distribute them among two or more candidates. The candidates who receive the largest number of votes are considered elected.

In a closed joint stock company.

According to paragraph 1 of Art. 48 of the JSC Law, the audit commission is elected by the general meeting, and the decision on this issue is in its exclusive competence. At the same time, shares held by members of the board of directors or persons holding positions in the management bodies of the company cannot participate in voting when members of the audit commission (auditor) are elected.

In a CJSC where the founders (shareholders) are at the same time members of the board of directors, it will be impossible to elect an audit committee. From the point of view of the JSC Law, this issue can be resolved using paragraph 2 of clause 1 of Article 64, which states that in a company with less than 50 shareholders - owners of voting shares, the charter of the company may provide that the functions of the board of directors (Supervisory Board) is carried out by the general meeting of shareholders. Therefore, if such amendments are made to the charter of a CJSC (if it is not provided for by it), then the right to vote for all shareholders remains, and the audit commission (auditor) can be elected in accordance with the requirements of the law.

In an open joint stock company.

In accordance with paragraph 2. Art. 9 of the JSC Law, the decision to establish a company must contain the results of the vote of the founders not only on the issues of establishing the company, approving the charter of the company and electing the management bodies of the company, but also on the issue of electing the audit commission (auditor) of the company.

Based on paragraph 4 of Art. 9 of the JSC Law, a three-quarters majority is required when electing not only the management bodies of the company, but also the audit commission or auditor of the company.

According to Art. 47 of the JSC Law, it is established that the issue of electing members of the audit commission is classified as one of the issues that must be considered at the annual general meeting of shareholders of the company. According to hour. 2 tbsp. 50 of the JSC Law, it is determined that the election of members of the audit commission cannot be carried out in the form of absentee voting.

Members of the audit commission are selected from candidates proposed by the shareholders. In accordance with Art. 53 of the JSC Law, shareholders (shareholder) who in the aggregate own at least 2 percent of the company's voting shares are entitled to nominate candidates to the company's audit commission, the number of which cannot exceed the quantitative composition of this body. Such an offer must be received by the company no later than 30 days after the end of the financial year. The regulation on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders additionally determines that when nominating candidates to the audit commission (auditors), a written consent of the nominated candidate and information about the candidate may be attached. When electing members of the audit commission, there is a restriction provided for in par. 2, paragraph 6, article 85 of the JSC Law, which establishes that shares owned by members of the board of directors (supervisory board) of the company, as well as persons holding positions in the management bodies of the company, do not participate in voting when electing members of the audit commission. According to paragraph 2 of Art. 38 of the Federal Law of December 21, 2001 N 178-FZ "On the privatization of state and municipal property" in open joint-stock companies, in respect of which a decision was made to use a special right ("golden share"), the Government Russian Federation or bodies state power subjects of the Russian Federation appoint their representative to the audit commission. Since the election of members of the audit commission, in accordance with paragraph 1 of Art. 47 of the JSC Law, this is an issue on the agenda of the annual meeting of shareholders, it follows from this that the audit commission (auditor) of the company is elected for a period of 1 year.

Thus, depending on the organizational legal form of the company and its functions, the number of members of the audit commission is selected. The competence of auditors is determined supreme body management and is fixed in the charter, as well as detailed in the regulation on the audit commission.

As mentioned above, the tasks of the audit commission are determined by legislation and the highest governing body. But the plans and procedure of the audit commission are approved by the chairman of the audit commission, and are prescribed in the regulation on the audit commission. The Audit Commission is responsible to the General Meeting for the quality and timeliness of the performance of its official functions and powers.

Only a systematic analysis of the economic activity of the company, along with control of the main financial indicators of the company and the reasons for their change, allows us to talk about the work of the audit commission in the company.

For companies operating in various branches of economic activity, however, general financial indicators which must be supervised by the Audit Commission. This is the amount of profit received by the company on a quarterly basis, the cost of a unit of manufactured products, the number of units sold, the amount of wages of the company's employees and similar parameters. All this will allow the audit commission of the company to really and fully perform its functions, which are provided for by law. The reporting documents of the audit commission should not contain general and empty phrases such as "not true", etc., but should contain specific descriptions of violations of the law, regulations, charter, regulations, rules and instructions of the company by the company's employees and officials . Only such work of the audit commission of the company will provide real assistance to the management of the company, as it will allow timely detection of violations in the financial and economic activities of the company. After all, all the activities of the audit commission should be aimed at ensuring confidence in the company, in its financial statements and ensuring the protection of capital investments. and company assets.

Auditor or audit committee?

The need for an auditor or an audit commission in a joint-stock company is due to the requirements of the Civil Code of the Russian Federation and the Federal Law “On Joint-Stock Companies”. The auditor or the audit committee must be both in open and closed companies, regardless of the number of shareholders, types of activities, the size of the authorized capital. At the same time, the legislation provides for two options for the formation of a body: either in the form of a commission, or in the form of one person - an auditor.

The election of this body of the company falls within the competence of the general meeting of shareholders. And its mission is to exercise control over the financial and economic activities of the company.

The first formation of the control body should take place at the stage of establishing a joint-stock company. According to the requirements of paragraph 2 of Art. 9 of the Federal Law "On Joint Stock Companies", the decision to establish a company must contain the results of the vote of the founders and the decisions taken by them on the issues of establishing the company, approving the charter of the company, electing the management bodies of the company, the audit commission (auditor) of the company. When creating a joint-stock company as a result of reorganization, the issue of electing an audit commission (auditor) also requires separate consideration. Subsequently, the issue of electing the audit commission (auditor) is decided on a mandatory basis at each annual general meeting of shareholders or, in the case where the company consists of one shareholder, in the annual decision of this shareholder. This requirement is set out in Art. 47 of the Federal Law "On Joint Stock Companies".

The competence of the company's control body is determined by the Federal Law "On Joint Stock Companies" (Article 86) and the company's charter, and the procedure for its activities is fixed in the company's internal document approved by the general meeting of shareholders. In the event that the company does not have a board of directors (supervisory board), the audit commission (auditor) may be the body whose competence, according to the charter of the company, includes the issue of holding a general meeting of shareholders and approving its agenda.

The audit (audit) of the financial and economic activities of the company is carried out by the audit commission (auditor) based on the results of the company's activities for the year, as well as at any time on its own initiative of the control body, by decision of the general meeting of shareholders, the board of directors (supervisory board) of the company or at the request of the shareholder (shareholders), owning in the aggregate at least 10% of the voting shares of the company. The results of the audit are drawn up in the form of a written opinion, the content of which is regulated by Art. 87 of the Federal Law "On Joint Stock Companies".

In order to solve the main task facing the audit commission (auditor) - control over the financial and economic activities of the joint-stock company - the audit commission (auditor) has the right to demand from persons holding positions in the management bodies of the company to provide documents on the financial and economic activities of the company, as well as, if necessary, demand the convening of an extraordinary general meeting of shareholders. Thus, due to its powers, the audit commission (auditor) can have a fairly strong influence on the activities of a legal entity. True, given that the formation of the audit commission cannot take place by cumulative voting (the law provides for such a voting option only for the formation of the board of directors (supervisory board)), the possibility of minority shareholders entering it, as a rule, most of all interested in financial and economic "cleanliness » activities of the society is extremely small.

The independence of the control body from other bodies of the company is ensured by compliance with the following requirements established by law:

members of the audit commission (auditor) of the company cannot simultaneously be members of the board of directors (supervisory board) of the company, as well as hold other positions in the management bodies of the company;

members of the audit commission (auditor), as well as candidates for the audit commission (auditors) of the company cannot simultaneously be members counting commission(by the person performing the functions of the counting commission) of the company;

shares owned by members of the board of directors (supervisory board) of the company or persons holding positions in the management bodies of the company cannot participate in voting when electing members of the audit commission (auditor) of the company.

The last of the listed restrictions - the restriction on voting by shares owned by members of the board of directors (supervisory board) or persons holding positions in the management bodies of the company - often leads to a situation where the formation of a control body by the general meeting of shareholders is impossible due to the non-participation of minority shareholders in the general meeting and insufficiency of votes for a quorum on the issue of election of the audit commission (auditor). To solve this problem, the method of forming large blocks of shares in the hands of individuals who are not members of the management bodies of the company (the law does not establish a ban on the affiliation of large shareholders with members of the management bodies of the company for this situation) or the transfer of shares to a legal entity (with the exception of a legal entity that is managing organization society).

The choice by the company of the option of forming a control body - the auditor or the audit commission - may be due to various factors. The choice of an audit commission consisting of several members may be influenced by the presence in the shareholder structure of several large shareholders, each of whom wants to have a representative on the commission, or by the presence of state / municipal ownership of the company's shares. The choice of the auditor is often made by companies consisting of one participant - a legal entity: in such a situation, the shareholder already has access to all documents and information of the company. But sometimes in such a situation, the choice stops precisely at the audit commission: through the remuneration established annually for members of the audit commission of the company sole member provides additional monetary incentives to persons who are members of the commission at the expense of the company.

The law does not prohibit both options for the formation of a body - an auditor and an audit commission - in the charter and the corresponding internal document of a joint-stock company. The final choice will be made by the general meeting of shareholders (sole shareholder).

CJSC RCC provides services for the preparation of draft internal documents of the joint-stock company, including the regulations on the audit commission (auditor), for the preparation of other documents related to the formation and activities of the audit commission (auditor). Our experts advise on the preparation and execution of annual and unscheduled conclusions of the audit commission (auditor), submitted to the general meeting of shareholders and submitted to the board of directors. If necessary, our company is ready to analyze the activities of the supervisory body of your company and provide recommendations to improve the efficiency of its work.