A properly drafted and well-executed contract allows the company to minimize various risks associated with the onset of undesirable financial consequences in the form of fines and penalties accrued under civil and tax legislation. Therefore, the CFO should remember that there are no trifles in contract work, and pay attention not only to the provisions of the contracts, but also to how the contractual process is organized and carried out in the company.
Almost any contract concluded by an organization goes through several stages - preparation, conclusion, approval, signing, current monitoring and closing. In case of disagreement, one more stage is added - pre-trial settlement of the dispute. Consider the content of each of these stages of the contractual process from the point of view of the participation of financial service employees in it.
Preparation for the conclusion of the contract
At this stage of contractual work, the internal regulatory framework of the company and standard forms of business contracts are created, which the organization uses later. Let's take a closer look at the main components of this stage.
Development and approval of contractual regulations
Such a regulation is necessary for a clear formalization of the relationship between the participants in the contractual process, their duties, deadlines for the implementation of specific actions and responsibilities. This document may include, for example, the sections "Preparation of a draft agreement", "Agreement of a draft agreement", "Signing procedure", "Support and control of the execution of the agreement".
The initiator of the development of contractual regulations can be the head of both the organization and any structural unit involved in the contractual process.
Personal experience
Vladimir Altergot,
Disunity in the actions of the units involved in the contractual process often leads to the fact that the terms of the contract contradict the law (which, unfortunately, is only found out in court), or the transaction turns out to be unprofitable from the point of view of taxation (which is discovered only during a tax audit). In order to obtain an “output” contract that meets the interests of the company, as well as to insure as much as possible against various risks, including tax ones, a regulation is being developed for the passage and approval of contracts.
Development of standard forms of contracts
In the course of this work, the essential terms and other provisions of contracts that may affect the level of financial risk are specified.
The presence of essential conditions. The contract must contain all the essential conditions (necessary for contracts of this type) provided for by the current legislation. Thus, an essential condition of the supply contract is an indication of the quantity and range of goods supplied; building (premises) lease agreement - a condition for its transfer from the lessor to the tenant solely on the basis of an acceptance certificate or another document similar in economic substance (Article 655 of the Civil Code of the Russian Federation). Otherwise, these objects are considered not transferred, so the tenant will have no reason to charge rent for the use of the object and include it in current costs.
10 dangerous terms of the contract for the supply of goods
Agreement, if an agreement has been reached between the parties on all its essential terms.
Standard conditions of the contract. The typical ones include the terms of payment (advance payment, prepayment, deferred payment, commodity credit, etc.), its form (cash, securities, other property), the moment of transfer of ownership (for example, the moment state registration, payments, etc.). It should be noted that standard conditions should be based on the main parameters set out in the company's financial plans and help maintain an adequate level of liquidity. For example, an organization can develop and approve limits related to the advance payment of received products, the optimal amount of accounts payable and receivable, the period of deferred payment, etc. Possible deviations from these parameters in a particular contract must be justified and approved by management.
Preparation of draft contracts concluded with specific contractors
The financial service usually initiates the conclusion of loan agreements, agreements for the sale of securities, contracts for a mandatory or voluntary audit.
Employees of the company, using the approved standard forms of contracts, adapt them to specific agreements with the counterparty. Let us pay attention to a number of important points that must be taken into account when preparing some contracts.
Compliance with the form of the contract. According to Art. 422 of the Civil Code of the Russian Federation, the contract must comply with the rules established for it by law or other legal acts in force at the time of its conclusion. This applies equally to the form of the contract. In principle, the Civil Code of the Russian Federation allows the drawing up of a contract in any form adopted when making transactions, unless otherwise specified for specific contracts. For example, in accordance with Art. 651 of the Civil Code of the Russian Federation, a lease agreement for a property is concluded in writing by drawing up a single document 1 signed by the parties. Failure to comply with the written form entails the invalidity of the contract in this case. In addition, a real estate lease agreement with a term of at least a year is subject to state registration and is considered concluded from the moment of such registration.
Price structure. In some cases, for example, when carrying out repair, installation, construction works, it is advisable to attach a detailed breakdown of the formation of its price to the contract. This often helps to avoid fraudulent activities associated with the implementation of an unspecified amount of work or inflated costs.
Deciphering the price of the contract is especially relevant for construction organizations who formalize relations with contractors through the conclusion of construction contracts. Such contracts must be accompanied by an estimate for construction work, since according to Art. 743 of Part 2 of the Civil Code of the Russian Federation, it is the estimate that determines the cost of the work. At the same time, the format of the specified estimate and the degree of detail of the subject of the contract must be determined in advance.
List of primary documents. The list of primary documents that will confirm the facts of business transactions within the framework of the concluded contract should be recorded directly in its text. Particular attention should be paid to the execution and submission of primary documents (acts, waybills, invoices, etc.) by counterparties on time 2 . Practice shows that the absence of a relevant section in the contract significantly increases the risk of undesirable tax consequences during tax audits of the organization's activities (see box).
We recall that according to Art. 9 federal law dated November 21, 1996 No. 129-FZ “On Accounting” all business transactions issued by supporting documents, which can be taken into account only if they correspond to the unified forms of primary accounting documentation included in special albums. Or, in the absence of such forms, contain all necessary details of primary documents.
The lack of properly executed primary documents can lead to the fact that the expenses incurred by the organization will be recognized as not documented (respectively, they will not be accepted as a reduction in income tax). In addition, the tax authorities will have the opportunity to accuse the organization of a gross violation of the rules for accounting for income, expenses and objects of taxation (Article 120 of the Tax Code of the Russian Federation), which will entail sanctions: for a single violation - a fine of 5 thousand rubles, for repeated ( committed during more than one tax period) - 15 thousand rubles. If the lack of primary documents led to an underestimation of the tax base, then the fine will be 10% of the amount of unpaid tax, but not less than 15 thousand rubles.
Typical mistakes in the preparation of primary documents
1. Incorrect execution of work under a construction contract. In practice, the registration of completed construction works is quite often carried out with documents of arbitrary form, which is unacceptable. Acceptance of work performed by a contractor under a construction contract must be formalized by an act of acceptance of work performed (form KS-2) and a certificate of their cost (form KS-3). Both forms are approved by the Decree of the State Statistics Committee of Russia dated November 11, 1999 No. 100 and are mandatory for use.
2. Absence of an act when renting out property. The civil legislation does not establish the obligation of the landlord to confirm in writing the fact that services have been provided to the tenant under the lease agreement. Indeed, in accordance with Art. 743 of the Civil Code of the Russian Federation, the contractor undertakes to provide, and the customer - to pay for the services provided to him. That is, the parties do not have any rights and obligations related to the delivery and acceptance of services. This is explained by the fact that the service as an object of civil legal relations is consumed by the customer in the process of its provision by the contractor, and this fact does not require additional written confirmation.
At the same time, for the purposes of accounting and tax accounting, all business transactions must be confirmed by primary accounting documents. Since the lease agreement does not apply to such documents, it is recommended to provide for the monthly signing by the parties of an act for the provision of services containing all the necessary details specific to the primary document (clause 2, article 9 of the Law of November 21, 1996 No. 129-FZ).
3. Lack of complete information about the object of the contract in the primary document. This situation most often occurs when concluding contracts for the provision of consulting services. When concluding such contracts, it is recommended to oblige the contractor to provide a detailed written list of questions for which answers and explanations have been prepared. Otherwise, it is possible that the tax authority will refuse to accept the costs of providing consulting services for the purpose of reducing the tax base for corporate income tax.
The fact is that the method of providing a service (consulting) does not relieve the organization from the obligation to document the fact of its receipt. The mere name of the subject of the contract - consulting services - is not indisputable proof of the justification of the costs (see, for example, Decree of the Federal Antimonopoly Service of the Far Eastern District dated June 14, 2006 No. Ф03-А51 / 06-2 / 1410). The same applies to marketing, legal and other services.
Conclusion of contracts
At this stage, the contract is negotiated and signed, in other words, the intentions of the participating parties are given legal force.
During harmonization contracts by structural divisions of the organization, employees of the financial department check whether the contract contains provisions that could lead the company to financial losses (for example, whether sanctions are provided for late repayment of debt on a commodity loan), control the compliance of the terms of the contract with the approved budget for the reporting period (preliminary budgetary control ), as well as standard conditions adopted in the organization.
Personal experience
Olga Volkova,
In our company, several divisions are involved in the contractual process. First, the service that initiates the contract (Procurement, Sales, Finance) and drafts it, often in conjunction with the Legal Department. The legal department checks the contract for compliance with applicable law, the audit department - in terms of tax consequences, avoidance tax risks(for example, conditions for the formation of remuneration to the seller when working with networks or schemes for conducting marketing campaigns).
The chief accountant gets acquainted with the contract and determines what reporting on it should be prepared, what source documents presented, which will need to be reflected in the act. As a financial director, I control this process, check the economic component. In particular, for each contract, the budgeting and analysis department prepares a certificate on what is the planned profit, the amount of expenses for the organization of work, profitability, etc. Approves the contract CEO.
All comments regarding the contract are necessarily reflected in the approval sheet, which is attached to the contract in question. In this sheet, it is also desirable to indicate the budget classification code (budget item, the revenue or expenditure part of which is affected by the contract if it is concluded), which will significantly simplify budgetary control over the contract.
Personal experience
Vladimir Isaev,
For all contracts without exception, our company uses approval sheets (checklist), in which employees of a particular department put their visas if there are no comments on the contract, or enter briefly comments, clarifications, if any (see Table 1); marks are also made there that the comments have been eliminated. The approval sheet is printed on the back of the contract.
For particularly large or technically complex contracts, protocols of disagreements are drawn up (see Table 2). They include comments, wishes of specialists of legal, financial, technical and other services, possible wording of the provisions of the contract. Such a document is useful primarily to our own employees who will have to negotiate with the counterparty. Based on the protocol of disagreements, the employee reasonably, with references to the norms of the law or technical standards can state the position of the company.
The signing of the contract by the parties completes the process of its conclusion. A duly executed and signed document is transferred for storage to the accounting department or to another structural unit.
Current monitoring of concluded contracts
The purpose of this stage is a comprehensive control over the fulfillment of the terms of the concluded contract, which implies, in particular, the control of the current fulfillment of contractual conditions, budgetary control, making corrections or additions to the texts of contracts. Firstly, compliance by the parties with the provisions of the agreement related to the movement of funds and assets, as well as the fulfillment of conditions that are not directly related to the subject of the agreement, but obliging the parties to perform certain actions, is monitored. For example, the subject of a construction contract is the performance by the contractor of the agreed scope of construction work and the transfer of the results to the customer. At the same time, the customer must transfer the construction site to the contractor and project documentation to carry out work. These actions are formalized by the relevant acts of acceptance and transfer. If there are no documents signed by the parties, then in the future it will not be easy for the customer to prove in court the guilt of the contractor in the untimely performance of work.
Table 1 Approval sheet used in Pharmster LLC
table 2 Protocol of disagreements used in Pharmster LLC
| Dispute protocol Contract No. ________ dated "___" ______ 200_ Other remarks, additions, comments:_______________________________________________________________ ________________________________________________________________________ |
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| № | Contract clause | Suggested Revision | Note | ||
| Compiled by: (full name, position) Signature the date |
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Secondly, the ongoing business transactions are checked for compliance with what is provided for in the contract, as well as approved budget indicators, the optimal amount of receivables and payables, etc.
Personal experience
Olga Volkova, financial director of JSC Trading house"Inter-republican winery"
The progress of the actual implementation of contracts is primarily monitored by the accounting department. At the same time, it is checked how timely the payment was made, whether penalties need to be charged, whether primary documents have been received. The contract is also monitored by the budgeting and analysis department, which draws up an analytical report on the actual achieved indicators on a monthly basis. In case of discrepancies with the planned indicators, the manager responsible for the contract prepares an explanatory note.
In practice, there are situations when the execution of the contract on the previous terms is impossible. For example, as a result of changes in project documentation, it becomes necessary to perform more than the previously agreed volume of construction work. In such cases, it is necessary to promptly initiate the process of making amendments and additions to the contracts in order to bring the contractual terms in line with the actual circumstances.
Closing completed contracts
At the final stage of the contractual process, the completeness and timeliness of the fulfillment of contractual obligations by both the company itself and its counterparties are assessed in order to, if necessary, impose penalties for improper fulfillment of contractual conditions.
Personal experience
Vladimir Isaev, Head of the Commercial and Contractual Department of Pharmster LLC (Moscow)
At the stage of closing the contract, in addition to signing an invoice for the delivery of goods or an act of acceptance of services, you should pay attention to a number of points. Firstly, for the availability of permits: certificates of conformity with GOST-R, sanitary and epidemiological conclusions, registration certificates of the Ministry of Health and Social Development, technical passports of instruments, equipment, etc. This is especially important if the company deals with products subject to VAT at a reduced rate (0 or 10%), since in order to justify the application of the rate tax office will require these documents.
Permits must be submitted whenever required by law, regardless of the applicable tax rate. If a required documents are not received from suppliers, and the goods are purchased, for example, for resale, then the customer has the right to oblige the company to issue the necessary documents at its expense. This will lead to both time and financial costs.
Next important point- checking the compliance of the lists of goods in the invoices and specifications to the contract. At first glance, it may seem that this is a routine procedure. However, the same product can be named differently, which happens quite often during stock removal, and the accounting department will have problems with posting such goods. Finally, when closing the contract, it is necessary to require warehouse employees to accept the goods in accordance not only with the invoices, but also with the terms of the contract. For example, according to technical requirements the goods must be delivered in sealed packaging or in wooden boxes, etc. Perhaps this is not directly related to the financial service, but you need to monitor this, since violation of such conditions will damage the goods and cause losses to the company.
Sanctions are usually included in act of reconciliation of payments, which is prepared for each contract, as a rule, by the accounting departments of the parties to the contract. Employees of the financial service should urgently demand the execution of such an act, since its presence will help to resolve the monetary claims of the parties at an early stage.
For example, in practice, disagreements often arise over the amount of interest accrued for the paid use of funds provided under a loan agreement. This may occur due to inconsistency in the positions of the parties, in particular regarding the definition of:
- order of debt repayment. The borrower considers that the principal amount of the debt is repaid in full or in part first. The lender reasonably believes that, unless otherwise provided by the agreement, then the interest for the use of the loan determined by the agreement is paid off first, and then the principal amount of the debt (Article 319 of the Civil Code of the Russian Federation);
- the moment of actual repayment of the loan obligation. The Borrower considers the date of debiting funds from his current account as such a day. The lender reasonably believes that, unless otherwise provided by the loan agreement, the funds are considered returned at the time they are credited to his current account (Article 810 of the Civil Code of the Russian Federation). Moreover, if the funds debited from the borrower's account are not credited to the lender's account, this does not release him from liability for repayment of the debt.
The reconciliation acts usually reflect the obligations that have arisen and the conditions for their repayment (for example, payment). If one of the parties does not agree with the calculations presented in the act, it may declare this in writing and bring its own calculation. Or disagreements are eliminated during negotiations, and then a reconciliation act is signed. Registration of acts should be carried out regularly in the manner prescribed by the internal normative document organizations.
Pre-trial settlement of disputes
This stage occurs in the contractual process when one or both parties to the contract have claims. The main task of the company at this stage is to minimize financial losses or get the maximum monetary compensation from the guilty party. The result of the dispute settlement largely depends on how successfully the companies substantiate their positions.
Personal experience
Vladimir Isaev, Head of the Commercial and Contractual Department of Pharmster LLC (Moscow)
For me, any possible dispute involves finding a compromise, so I prefer to build negotiations with a counterparty not according to the “asking - giving” scheme, but on an equal footing. It is easier to defend your position, having some arguments. They can be collected if, from the very beginning of the contract, a kind of dossier of relations with the counterparty is kept, carefully fixing the slightest shortcomings in the performance of obligations by him. For example, a payment was made late - not critical and not giving rise to a sanction, but a fact is a fact.
In addition, almost any contract involves the fulfillment of obligations that are not directly spelled out in it, but arising from, say, product technical data sheets (for example, requirements for packaging, storage, transportation, etc.). Violation by the counterparty of any of these conditions can be used as an argument in a dispute. On the other hand, the counterparty can be offered something that is not burdensome for the company, but useful for him. For example, an extra set of certified documents or storage of goods in your company's warehouse if, due to the unavailability of the facility that you must equip with equipment, there is a risk of damage or theft.
Employment contracts
Employment contracts between an employee and an employer, although somewhat isolated in relation to the main array of economic contracts, should nevertheless be subject to close control by the financial service. This is primarily due to possible negative tax consequences due to incorrectly formulated conditions for remuneration of employees. In accordance with Art. 255 of the Tax Code of the Russian Federation, the expenses of the organization for remuneration include any accruals to employees in cash and (or) in kind, allowances, compensations, bonuses and lump-sum incentive payments provided for by the legislation of the Russian Federation and the employment contract. In this regard, it is recommended to prescribe in detail in the employment contract the procedure for the formation of employee remuneration. If this is not done, then it is possible that the relevant expenses will not be accepted by the tax authorities when calculating corporate income tax.
Personal experience
Andrey Bakharev, Head of Personnel Planning Department, OAO Tomskneft
As a rule, in the standard labor contract includes the main and additional conditions provided for in Art. 57 of the Labor Code of the Russian Federation, and the duties and responsibilities of the employee are detailed in the job description, which is an integral part of the employment contract or an annex to it. The terms of remuneration refer to the main conditions of the employment contract, and Art. 57 of the Labor Code of the Russian Federation requires the mandatory indication in the contract of the tariff rate or salary of the employee, additional payments, allowances and incentive payments.
However, labor legislation also allows reference norms: an employment contract may indicate an official salary and a reference to the employer’s remuneration systems (Article 135 of the Labor Code of the Russian Federation), enshrined in local regulations. I would recommend specifying in the contract only the value official salary (tariff rate), and everything else is detailed in the regulation on bonuses to employees (options are possible - the regulation on remuneration and bonuses). The benefit of the employer is that the employment contract can be changed only with the consent of the employee or by notifying the latter no later than two months in advance (Articles 73-74 of the Labor Code of the Russian Federation).
The provision on bonuses is approved, as a rule, by the general director, it is much easier to change it than an employment contract (unless it is part of a collective agreement). And then any employee can be announced that the terms of payment for his work are changing from tomorrow. By the way, if there are no provisions on bonuses and remuneration in the company, then incentive payments come from profits, while their presence allows attributing the corresponding costs to the cost of production. The organization may also approve other provisions related to employee benefits, such as travel expenses.
It is important to note that in case of applying to the court, the statement of claim must be accompanied by documents confirming compliance the plaintiff (a party to the agreement that believes that its rights have been violated) of a claim or other pre-trial procedure for resolving a dispute, if such is provided for by federal law or an agreement (clause 7, article 126 of the Arbitration Procedure Code of the Russian Federation).
Personal experience
Vladimir Altergot, Director for Legal Affairs, JSC Domestic Medicines (Moscow)
For quite a long time, filing a claim is mandatory only in cases expressly established by law or an agreement 3 . In particular, the pre-trial (claim) procedure is provided for in the Air Code of the Russian Federation, the Charter of Railway Transport, Customs Code, the Law "On Communications" and others. However, the condition for pre-trial resolution of the dispute is still included in most contracts. At the same time, it is not at all necessary that the corresponding provision of the contract contains the word “claim”.
For example, the condition for preliminary negotiations in the event of disagreements between the parties is also regarded by the courts as an agreement reached by the parties to the contract on a mandatory pre-trial procedure for resolving the dispute. Preparation of a claim, as a rule, does not cause great difficulties. It usually includes a reference to the basis for the occurrence of the obligation (most often this is an agreement), the amount of debt (in case of a monetary obligation), the maturity of the debt and the details for which payment must be made.
If the pre-trial (claim) procedure for resolving a dispute is provided for by federal law or an agreement, then only after going through this procedure. Otherwise, the claim will be left by the court without consideration (Article 148 of the Arbitration Procedure Code of the Russian Federation), although the plaintiff will be able to re-apply to the court after filing a claim (clause 3 of Article 149 of the Arbitration Procedure Code of the Russian Federation).
It should be noted that according to Art. 111 of the Arbitration Procedure Code of the Russian Federation, a violation by a person participating in the case of the claim procedure, when it is mandatory due to the requirements of the law or the contract (for example, leaving the claim unanswered), is the basis for attributing legal costs to this person (in particular, state duty) regardless of the outcome of the case.
As a rule, the contract provides that in case of impossibility of pre-trial settlement, the parties resolve the disagreements that have arisen in arbitration court. When concluding a foreign economic contract, the applicable law should be indicated in the contract.
If the counterparty is located in a region remote from the location of your organization, the choice of a judicial institution is especially important. To avoid distraction of employees from the performance of their direct duties, as well as unnecessary expenses for business trips, travel, etc., the contract should include a clause stating that a possible trial will be held in an arbitration court at the location of your organization (taking into account the provisions of Art. 36-37 APC RF).
The professional organization of the contractual process, the clear and timely execution of contracts, of course, improve the image and indirectly affect the capitalization of the company. An integrated approach to contractual work helps to significantly improve the efficiency of organization management and has a positive effect on its results. economic activity companies.
1 The written form is considered to be complied with if an acceptance is received from the person to whom the proposal to conclude a transaction is addressed (Article 438 of the Civil Code of the Russian Federation). An agreement in writing can be concluded by exchanging documents using telegraph, postal, teletype and other types of communication that make it possible to reliably establish that the document comes from the party under the agreement (Article 434 of the Civil Code of the Russian Federation).
2 For more information about working with counterparties, see the article “How to justify a tax benefit” (“Financial Director”, 2006, No. 12, p. 64 or on the website www.site). - Note. editions.
3 The previously effective Regulation “On the Claim Procedure for Settlement of Disputes” was declared invalid due to the entry into force of the Arbitration Procedure Code of the Russian Federation as amended by Federal Law No. 70-FZ dated 05.05.95.
1. THE SUBJECT OF THE AGREEMENT
1.1. The Trader undertakes to take control of financial assets in the amount of rubles on the Investor's trading account in the company and manage them during the term of the Agreement.
1.2. The Investor undertakes to transfer to the management of the Trader an account opened with the company with an initial deposit in the amount of rubles placed on it, accept the services rendered and pay for them in accordance with clauses. 3.1-3.5 of this Agreement.
1.3. Financial management is carried out by trading on the Moscow Interbank Currency Exchange MICEX in order to extract maximum profit with a certain amount of the maximum reduction in the initial deposit (drawdown) on the Investor's account.
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. Trader's rights and obligations:
2.1.1. The trader is obliged to immediately accept the account for trading operations from the moment of receiving the login and password for accessing the account. The account is considered accepted for management from the moment the investor transfers the login and password to the trader to the account. The Investor is given the Investor's password to monitor the Trader's trading operations.
2.1.2. The trader is obliged to send within one working day to the Investor the Statement of the account, as of the moment of the request.
2.1.3. The trader has the right to open and close trading positions at his own discretion, while the amount of the maximum reduction in the initial deposit should not exceed % of the initial deposit.
2.1.4. The trader receives his share of the profit, according to p.p. 3.1-3.5 of this agreement.
2.1.5. The trader is obliged to compensate the investor's loss in case of exceeding the loss on the account by more than % of the initial deposit. The procedure and amount of compensation is defined in clause 3.5 of this Agreement.
2.1.6. The trader has the right to dispose of the account only for trading on the MICEX market.
2.1.7. Upon expiration of the Agreement, and if one of the parties does not agree to its extension, the Trader is obliged to stop trading operations on the Investor's trading account and transfer the login and password of the trading account to the Investor.
2.2. Rights and obligations of the Investor:
2.2.1. The Investor is obliged to open an account with the company until "" 2019 inclusive, place a deposit on it in the amount of rubles and transfer the necessary details to the Trader to manage the account.
2.2.2. The investor has the right to view the account status at any time, but without interfering with the course of trading.
2.2.3. In case of violation by the trader of clause 2.1.3 of this agreement, the Investor has the right to unilaterally terminate the Agreement.
2.2.4. The Investor is obliged to withdraw a part of the profit from the trading account at the first request of the Trader and pay for the Trader's services within the agreed settlement period under this agreement.
2.2.5. Transfer by the Investor and Trader of their rights and obligations under this agreement to third parties is not allowed.
3. TERMS OF PAYMENT FOR TRADER SERVICES
3.1. The remuneration for the Trader's services is % of the profit recorded on the balance sheet during the billing period. The remuneration is paid to the Trader within banking days to the accounts specified by the Trader or through transfer systems.
3.2. The settlement period is determined by clause 4 of this agreement or by an additional agreement to this agreement, which determines the beginning and end billing period and the amount of the balance fixed at the beginning of the billing period.
3.3. If the end of the settlement period coincides with the end of the Agreement term and the Agreement is not prolonged, then the Trader is obliged to close all positions before the end of the settlement period. In this case, the Investor pays the Trader's remuneration for the last settlement period, and the Trader transfers the account in full to the Investor.
3.4. If there is no profit at the end of the settlement period, no remuneration is paid to the Trader for this settlement period and the amount of the initial balance of the previous settlement period is taken equal to the opening balance of the next period.
3.5. If at the end of the Agreement, or at the time of fixing the deposit, the amount on the account is % less than the amount of the initial balance of the last settlement period, then the Trader's remuneration for the last settlement period is not paid, and the loss exceeding the investment risk equal to % of the amount of the initial deposit is compensated by the Trader from own funds.
4. TERMS OF THE CONTRACT
4.1. This Agreement shall enter into force upon its signing by the Parties and shall be valid until terminated by the Parties.
4.2. Termination of the Agreement is possible only at the end of the next billing period. Each party to this Agreement has the right to terminate the Agreement by giving the other Party at least calendar days before the end of the next billing period.
4.3. The settlement period under this agreement should be understood as a period of time equal to the number of days between the last Fridays of the calendar months.
4.4. The end of the billing period for summing up the results is the last Friday of each calendar month.
4.5. In case of early termination of the contract (before the end of the next billing period) by the Trader or Investor, the Trader is paid % of the profit received for the billing (unfinished) period.
5. RESPONSIBILITIES OF THE PARTIES
5.1. The responsibility of the Parties under this Agreement is determined in accordance with the current legislation of the Russian Federation.
6. FORCE MAJOR
6.1. In the event of force majeure circumstances, the impossibility of full or partial fulfillment of obligations by any of the Parties under this Agreement, namely: fire, flood, war, terrorist acts, natural disasters, etc., the fulfillment of obligations under this Agreement is suspended in proportion to the time during which such circumstances apply.
6.2. The Party for which the impossibility of fulfilling obligations under the contract has arisen must notify the other Party in writing of the occurrence and termination of such circumstances no later than days from the date of commencement/termination of these circumstances. Additional terms. When changing the details of any of the Parties, the Party changing its details must notify the other Party of their change no later than calendar days. All the changes additional agreements, acts, annexes to this Agreement are valid only if they are made in writing and signed by both Parties personally.
7. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES
Trader
Investor Jur. address: Postal address: TIN: KPP: Bank: Settlement/account: Corr./account: BIC:
8. SIGNATURES OF THE PARTIES
Trader _________________
Investor _________________
Please note that the property management agreement is drawn up and verified by lawyers and is exemplary; it can be finalized taking into account the specific terms of the transaction. The Site Administration is not responsible for the validity this agreement, as well as for its compliance with the requirements of the legislation of the Russian Federation.
The formation of the financial department at the enterprise is a responsible task. The functions of the financial department are constantly expanding and are formed based on the tasks, the solution of which is the responsibility of the head of the financial department.
Functions of the financial service:
- Financial controlling is one of the main tasks of the financial service, which consists in the formation of plans and control over their implementation. The performance of this function is associated not only with accounting and analysis, but also with control over the execution of business processes of the enterprise.
Figure 1. Controlling the execution of the cash flow budget using an example software product"WA: Financier".
- Treasury Department. Cash management of the company, the formation of a payment calendar, control of the status of mutual settlements - all these are functions of the treasury and it is impossible to underestimate their importance.
- Organization and maintenance of accounting and tax accounting. This function does not require much explanation. The only thing I would like to focus on is the delimitation of the functions of the Chief Accountant and financial director(head of the financial department). Responsibility of the chief accountant - maintaining regulated and tax accounting in accordance with the requirements of the law, timely formation of accounting and tax reporting, reflection of the facts of the company's economic activity on registers accounting. The duties of the head of the financial department are to plan the activities of the company, its financial result, including in the context of constantly changing legislation. The function of tax planning is the direct responsibility of the financial director of the company. The subordination structure of the Chief Accountant is also a topic for a separate discussion. On the one hand, the chief accountant is within the area of responsibility of the financial director and must report to him, on the other hand, in accordance with the law "on accounting", the chief accountant reports directly to the General Director of the organization. The easiest way out in this situation is the dual subordination of the chief accountant.
It should be understood that in a particular company, the scheme of work of the financial department may not limit the tasks facing the financial director in the process of organizing the department.
After the responsibilities of the financial department are defined, it is possible to start forming its structure.
The work of the financial service can be organized as follows:
Figure 2. The structure of the financial service.
At the same time, the subdivisions "Contractual Department" and "IT Department" are not part of the FEO, but are strategically subordinate to the Financial Director.
The simplest thing is to allocate a separate service to implement each function.
But no one bothers to split the function into several services or, conversely, combine several functions into one service.
Having determined the structure and tasks of the financial department, it is necessary to start developing internal regulations.
Regulations for the work of the financial department
What do financial services regulations include?
Regulation of the financial department is a set of provisions, rules, instructions governing business processes owned by the financial director, and as basic ones (budgeting, accounting, fundraising, making payments; they are regulated accordingly by budgetary, accounting, credit policies, the procedure for making payments, preparation of financial statements), and directly related to the management of personnel of the financial service of the enterprise. The latter are often referred to as HR processes.
In the process of developing, coordinating and approving the documents regulating these processes, many issues related to the number of employees of the financial service, the requirements for their qualifications, and the wage fund are removed. When the requirements for functional duties employees on the part of the company's management, the regulatory documents approved earlier will minimize potential conflicts, change the staffing level and revise wages.
Figure 3. The approval process on the example of the software product "WA: Financier".
The set of tasks of the financial department, its regulations and structure form the basis for the formation of the final document - the Regulations on the financial service of the enterprise.
This provision is an internal regulatory document, which has the following structure:
1. Organizational and functional structure of the financial service. Typically, the organizational structure is an organizational chart with the allocation of departments and a description of their functions. For the purposes of HR planning, it is useful to display information on the number of staff positions (existing and planned) on the diagram.
2. Structural and headcount financial service. As a rule, this information is formed in the form of a table with the obligatory indication of the names of departments, positions, the number of active and vacant staff positions.
3. The main goals and objectives of the financial service. This section of the regulation describes the goals formulated taking into account the company's development strategy, and the tasks that need to be solved to achieve them. Tasks are defined for each department.
4. Matrix of functions. This is a table in which the functions of the financial service are located vertically, and organizational links are located horizontally, that is, managers and key employees of service departments. At the intersection of the lines and the graph, a mark is made (who is responsible for what). The function matrix gives an idea of the possible workload of departments and allows you to optimally group functions by department.
5. The order of interaction of employees of the financial service. Usually, the internal order of interaction is distinguished - between individual employees and (or) structural divisions of the company and external - with individuals (for example, especially large clients) or state (commercial) organizations. The order of interaction is developed taking into account organizational structure the company as a whole, the functions and tasks of its other divisions, established principles and traditions.
Figure 4. The order of interaction of employees on the example of the software product "WA: Financier".
6. Order of permission conflict situations. This section details the procedure for filing an appeal or expressing disagreement along the chain “general director - financial director - head of the financial and economic department - ordinary employee”. This applies to any questions and proposals (the task received, the decision being made, disproportionate compensation, encouragement or punishment), including innovative ones that may arise both for the employee and his immediate supervisor.
7. A system of indicators to evaluate the work of the financial director and the financial service. This section includes lists and descriptions of indicators, upon fulfillment of which the work of the financial director and his subordinates is recognized as successful. Indicators should be specific and measurable.
8. Final provisions. This part fixes the procedure for agreeing and approving the Regulations, its validity period, the procedure for making changes, familiarizing employees with the Regulations and the procedure for storing it.
If the head of the financial service is the financial director, then his activities are regulated by the job description of the financial director. If the planning and financial department is separated into a separate unit, then when developing the job description of the head of the financial department, it is necessary to apply general rules formation of job descriptions.
Detailed job description usually includes the following items:
1. General provisions- description of the document, position, who appoints the employee to this position, etc.
2. Qualification requirements. The requirements for the level of education of a specialist in this position are formulated, and a set of skills and abilities necessary to perform job duties is described.
3. Job Responsibilities. The more detailed this section is filled out, the less questions the specialist will then have about the need to perform certain tasks. Therefore, this section should be the most complete summary of all possible tasks performed by a specialist.
4. Criteria for the success of the performance of labor duties. The section is quite difficult to fill in, since it is not always possible to formulate these criteria. It makes sense to describe only those criteria, the fulfillment of which can be controlled.
5. Rights of a specialist. The duties of the company to the specialist are described. This is a timely payment. wages, organization of the workplace and technological infrastructure, compliance with sanitary standards, etc.
6. Rights and obligations of the head. This paragraph complements the previous one. It contains an explanation of the duties and powers of the immediate supervisor of the specialist.
7. Responsibility of a specialist. A paragraph that describes what the employee is directly responsible for and contains information about possible penalties for failure to perform official duties.
It should be noted that the effective operation of the financial department is impossible without a high-quality information system.
More and more organizations are choosing a solution based on the 1C platform - "WA: FINANCIST", which is a line of software products for automating financial management in medium and large businesses.
Modules "WA: FINANCIST":
- Treasury, BDDS
- Budgeting of income and expenses, BBL, etc.
- Accounting and reporting under IFRS
- Management accounting according to corporate standards
- Contract management: from approval to execution
Figure 5. Formation of ODDS by direct and indirect methods on the example of the software product "WA: Financier".
With the use of "WA: FINANCIST" financial departments of enterprises effectively solve the following tasks:
- Forecasting financial condition enterprises and modeling economic indicators business, determination of planned results.
- Convenient and error-free planning / control of income, expenses and cash flows of the company.
- Optimizing the use of money, increasing financial efficiency and business sustainability.
- Increasing the liquidity and profitability of the business, including by minimizing the use of borrowed funds.
- Improving the quality and validity of management decisions and the transparency of the business as a whole.
- Timeliness and reliability of financial statements in accordance with international or corporate standards.
- Full order in working with contracts: storage, approval, and comprehensive control.
- Raise financial discipline for the company as a whole and the degree of personal responsibility of employees.
- Reducing labor costs, increasing convenience and minimizing the mistakes of financiers in their daily work.
Financial work in enterprises is organized and carried out by financial services. At large domestic enterprises, special financial departments or departments are created for this. At medium-sized enterprises, financial departments or financial groups can be created as part of other departments (accounting, departments, services for analysis and forecasting, labor and wages, pricing).
In small enterprises, financial work is assigned to the chief accountant.
Financial services are given the right to receive the necessary information from all other services of enterprises (these are balance sheets, reports, plans, summary cost calculations, etc.)
The head of the financial department (department), as a rule, reports to the head of the enterprise or his deputy for economics and, together with them, is responsible for the financial condition of the enterprise, the safety of its own working capital, for the implementation of the implementation plan, providing financial resources for financing the costs provided for by the plans.
The main tasks of the financial service are:
1. providing cash for current costs and investments;
2. fulfillment of obligations to the budget, banks, other business entities and employed workers.
The financial service of the enterprise determines the ways and methods of financing costs. They can be self-financing, attracting bank and commercial (commodity) loans, raising equity capital, obtaining budgetary funds, leasing.
For the timely fulfillment of monetary obligations, financial services create operational cash funds, form reserves, use financial instruments to attract cash into the turnover of the enterprise.
The tasks of the financial service are also:
1. promoting the most efficient use of fixed production assets, investments, inventory items;
2. implementation of measures to accelerate the turnover of working capital, ensuring their safety, bringing the size of own working capital to the economy of reasonable standards;
3. control over the correct organization of financial relations.
The functions of the financial service are determined by the content itself financial work at enterprises. It:
1. planning;
2. financing;
3. investment;
4. organization of settlements with suppliers and contractors, customers and buyers;
5. organization of material incentives, development of bonus systems;
6. fulfillment of obligations to the budget, optimization of taxation;
7. insurance.
The functions of the financial department (service) and accounting are closely intertwined and may overlap. However, there are significant differences between them. Accounting records and reflects the facts that have already happened, and the financial service analyzes information, is engaged in planning and forecasting financial activities, provides the management of the enterprise with conclusions, justifications, calculations for making management decisions, develops and implements financial policy.
The following functions are assigned to the financial department:
Development financial strategy organizations.
Development of projects of long-term and current financial plans, forecast balances and cash budgets.
Preparation of draft plans for the sale of products (works, services), capital investments, research and development, planning the cost of production and profitability of production - participates in the preparation.
Calculation of profit and income tax.
Determining sources of financing for the production and economic activities of the organization, attracting borrowed funds and using own funds, conducting research and analysis financial markets, assessment of possible financial risk in relation to each source of funds and development of proposals for its reduction.
Implementation of the investment policy and asset management of the organization, determination of their optimal structure, preparation of proposals for the replacement, liquidation of assets, analysis and evaluation of the effectiveness of financial investments.
Development of working capital standards and measures to accelerate their turnover.
Ensuring the timely receipt of income, registration of financial settlement and banking operations in a timely manner, payment of invoices of suppliers and contractors, repayment of loans, payment of interest, wages to workers and employees, transfer of taxes and fees to the republican and local budgets, in state off-budget social funds, payments to banking institutions.
Analysis of the financial and economic activities of the organization.
Execution control financial plan, product sales plan, profit plan and other financial performance, after the termination production, not having a market, the correct expenditure of funds and the targeted use of own and borrowed working capital.
Record keeping of movement financial resources and reporting on financial performance in accordance with the standards financial accounting and reporting, the reliability of financial information, control over the correctness of the preparation and execution of reporting documentation, the timeliness of its provision to external and internal users.
The fundamental differences between the financial service and accounting are not only in the approaches to the definition of funds, but also in the area of decision-making. Accounting is working on collecting and presenting data. Financial department(management), getting acquainted with the accounting data and analyzing all these materials, specific decisions are made regarding the activities of the enterprise.
In the life cycle of any organization, more than 80 percent of all events occur through contracts. Obviously, the costs of managing them can be a significant proportion, and, more importantly, the risks that a company bears due to the poor quality of this work are very high.
One of the main tasks of the financial service, namely, cost reduction without sacrificing efficiency, can be solved in a comprehensive way through the introduction of methodological management solutions. contractual activity with subsequent automation. The main difficulty here is related to the fact that many services of the organization are involved in the process of working with contracts. On the other hand, the effect of the successful implementation of the system will be synergistic in nature, since a number of general management tasks are solved:
- standardization of contracts by forming them on the basis of templates;
- improving the efficiency of interaction between various departments;
- reduction of cycles of consideration and agreement of contracts;
- management of the contract throughout it life cycle.
When considering the contract management process as a methodological cycle, one can draw a direct analogy with project management by stages: planning, execution, control, adjustment, managerial impact.
Planning. AT general case planning includes four steps:
- determination of the need for concluding an agreement;
- feasibility study of the transaction (contract);
- choice of counterparty;
- selection of the contract scheme (taking into account legal, financial and other risks).
Since planning is a standardized process and is part of a more global process of supporting the contract life cycle, the integration of all elements into a single information space comes to the fore. The core of the association is an automated ERP resource management system, constituent parts which can be budgeting systems, management accounting, workflow, CRM and others.
Whatever the features of a particular contract, it is important to understand that its “life” in a single automated information environment of an organization should begin with a “zero” cycle - design. Already at this stage, it is possible to minimize the risks of loss and double entry of information. Well, the division that ensures the process of moving the contract through the cycle is the financial service, which historically has been responsible for the functions of accounting, control and provision of information for analysis. It is "Finance" that acts as a center that unites sometimes divergent "interests" divisions of the organization.
The specific role of the financial service at the initial stage of preparing a draft contract is to develop its feasibility study. It indicates: the purpose of the transaction, the rationale for its expediency; the subject of the contract, its amount and other essential conditions; variants of the model of financial flows, including the planning of funding sources; ways to control budgets and limits; costings; assessment of economic and financial implications, including risk analysis. The importance of choosing the most efficient contractual cash flow model can be illustrated by a practical example.
Example
A manufacturing company with a high degree of sales seasonality and a significant material consumption of products from year to year faced problems in financing production during the “low season”. At the same time, stocks in the warehouse and the financial "airbag", accumulated in the form of a reserve at the peak of sales, as usual, quickly "eat up", and the company again and again twice a year had to attract expensive external funding. The analysis of the problem revealed a discrepancy between the seasonal sales cycles of the holding and its main suppliers of raw materials, which also experienced financial difficulties during certain periods of the year. This provided the key to the solution. The contracts provided for a standard deferment of payment for each delivery throughout the year. We changed the model of financial flows under the contract - depending on the month of delivery, the number of days of deferred payment increased or decreased compared to the standard one. Thus, the problem of the discrepancy between the income and expenditure budget (BDR) and the cash flow budget (BDDS) was solved.
Speaking about the choice of the model of financial flows under the contract, it is worth noting that in this case a bridge is being built between budget planning and the fact of fulfilling the payment calendar.
Example
In a large state-owned energy company, in the process of budget planning, develops and approves the Annual Comprehensive Procurement Program (ACPP). Within the framework of the "Payment calendar" block, the coordination and payment of applications is carried out. And in the “Execution of agreements” block, automatic limitation of agreements takes place, taking into account the ACPP, and the procedure for electronic approval of the agreement is launched with the definition of limits for the “Payment calendar”. This practice allows you to manage the expenditure part of the budget in dynamics.
When agreeing contracts within the company, the relevant departments check them for expediency, take into account risks, etc. And the financial service must verify the financial model under the contract with the approved budgets of the company's expenses so that the amount of commitments made does not exceed the limits established in them. And on the other hand, when making specific payments within the payment calendar, there is a reconciliation with the approved contract under which the application was submitted. It is checked not only according to the relevant budget, but also according to the financial model of the contract, which allows at the time of payment to control compliance not only with the BDDS, but also with the BDR.
Implementation. After planning, the contract implementation stage begins, which is divided into two stages. The first is the procedure for concluding a contract: development of a project, its preliminary approval, then signing and registration, notification of the start of work under the contract, determining the procedure for reviewing (adjusting) the conditions, agreeing on the reporting format for the approval process.
The second stage - the direct actions of financiers is the function of control over the execution of the contract, which is the next stage of the process and is conditionally divided into blocks:
- control of non-financial obligations to the extent that they affect financial ones (for example, if non-fulfillment of business obligations under the contract leads to fines, penalties, etc.) and adjustment of the financial flow model due to changes in non-financial obligations (for example, a change in the payment schedule under a contract, etc.);
- control of financial obligations (accuracy in the execution of payments under the contract in terms of terms and amounts, budgetary control, revision of the financial model in case of changes in the terms of the contract itself).
integrated into the overall information system and properly organized management accounting of contracts should ensure the creation of a documentary base for analyzing the reasons for non-fulfillment of obligations, taking measures to prevent and eliminate them, and contribute to the correct consideration of claims and lawsuits of counterparties. It is possible to implement such accounting in practice by maintaining analytical reports under the contract. Such reports include sections that indicate the following data (on the example of a supply contract): details of the counterparty, number and date, specifications, orders, orders, volume of products to be delivered and delivery times, name of shipped products, facts of shipments, payments in comparison with planned indicators and other necessary information.
Reporting on the execution of contracts can be presented in the following analytical sections: by tenders (based on what criteria the counterparty was selected), by counterparties (in the context of receivables or payables for each contract), by operating, financial, investment activities, etc.
Adjustment. The participation of the financial service at this stage includes constant monitoring of the economic feasibility of the contract (in the event of changes in significant external conditions, in particular the financial situation) and initiating adjustments in terms of financial conditions.
managerial impact. Finally, at the stage of acceptance management decision the financial department prepares a financial and economic justification for possible options for action: closing the contract, prolonging it without changing or with changing financial conditions, launching the process of agreeing on a new contract. Based on the analysis carried out at the stages of control and adjustment, proposals are made to standardize the procedure for the movement of contracts and improve the template.
Expert opinion: Oleg Beileson- chief architect of the company "Business Logic 2.0"
system electronic document management(EDMS) can be considered effective when there is a need for other systems to ensure the storage of documents, automate business processes and ensure joint work does not occur. Based on this, we can evaluate the effectiveness by asking ourselves the following questions:
- Are there complaints about missing or incorrect functionality in the system?;
- Are there “alternative” ways of document flow in the organization (not affecting the EDMS)?;
- Are there any “exceptional situations” in the workflow regulations (not covered by the EDMS functionality) that are prescribed to be resolved outside the system?;
- Is the activities of employees within the framework of the EDS transparent enough for management?;
- how well is this system integrated into the company's IT infrastructure?;
- Are there different options for employees to access the system (thick, thin, mobile clients)?
Security issues, cost of ownership, readiness of the system for changes, etc. should also be taken into account.
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