3.4. Management of a national enterprise
Federal Law "On the peculiarities of the legal status of joint-stock companies of workers (people's enterprises)"; determines the composition, order of formation, the competence of the higher levels of management of the people's enterprise, as well as the principles of voting at the general meeting of shareholders when making decisions.
ControlsThe governing bodies of the national enterprise are: general meeting of shareholders, supervisory board, general director, audit (control) commission.
General Meeting of Shareholders:
o elects the general director of the people's enterprise, who, by appointment, is chairman of the supervisory board;
o elects the chairman of the control commission, approves the regulation of the control commission, and establishes the amount of remuneration and compensation to the members of the control commission and approves the estimate for the performance of its activities;
o determines the quantitative composition of the supervisory board, elects its members and determines the amount of remuneration and compensation to them.
The law does not provide for the election of members of the control commission by the general meeting of shareholders. This means that the procedure for forming a control commission is determined by the Regulation on the Control Commission or the Charter of the People's Enterprise.
The People's Enterprises Act defines the exclusive competence of the general meeting of shareholders and the supervisory board. Issues of the exclusive competence of the general meeting can not be transferred to other government bodies. The powers of the general meeting of shareholders on other issues may be transferred to its decision by the supervisory board or supervisory commission, and the powers of the supervisory board (on matters not related to its exclusive competence) to the general director of the people's enterprise and the control commission for a fixed period, but not more than one year. The composition of the management bodies of the NP and their competencies are shown in Figure 3.3.
In the national enterprise, compared to the open and closed joint-stock companies, the role of the general meeting of shareholders and the control committee in the management is significantly strengthened. The exclusive competence and other powers of the general meeting of shareholders established by the Law on National Enterprises, as well as the principles of voting when deciding on these matters are presented in Table. 3.1.
As can be seen from the table, the basic principle of voting when making decisions by the general meeting of shareholders of a people's enterprise on the absolute majority of issues relating to the exclusive competence of the meeting is the principle one shareholder - one vote. " On other issues included in the agenda, the general meeting itself determines the principle of voting. To the number of issues, decisions on which are taken by voting on the principle one share - one vote & quot ;, are mostly financial issues.
Attention should be drawn to the fact that the general meeting of shareholders of the national enterprise makes decisions on one -
Scheme 3.3. NP management bodies and their competencies:
Federal Law - Federal Law "On the peculiarities of the legal status of joint-stock companies of workers (people's enterprises)", UNP - the charter of a national enterprise, SU - management system of a national enterprise
Table 3.1. Competence of the General Meeting of Shareholders and voting principles
of the most important strategic tasks - approves the priority areas of the enterprise. Such decisions have important long-term consequences, since their implementation is associated with large capital investments and with the implementation of a certain dividend policy.
In the people's enterprise, one-man management in operational and current management is strengthened. The supreme executive body is represented by one person - the general director - he is the chairman of the supervisory board (unless otherwise provided by the charter of the national enterprise). The General Director is elected by the general meeting of shareholders, while his authority in the work collective plays an important role.The supervisory board exercises general management of the activities of the people's enterprise and can take decisions on all issues, except for matters that fall within the competence of the general meeting of shareholders, as well as issues referred by the People's Enterprises Act and the charter of the people's enterprise to the competence of the general director.
The most important issues for the exclusive competence of the supervisory board, in addition to the preparation, convening and holding of the general meeting of shareholders, are:
o determination of the size of the dividend on shares of the national enterprise and the procedure for its payment;
o use of reserve and other funds of the national enterprise;
o approval of internal documents of the national enterprise provided by the charter of the national enterprise;
o Creation of branches and opening of representative offices of the national enterprise.
The Control Commission exercises control:
o for financial and economic activities
o for observing the rights of shareholders;
o for the implementation of internal labor regulations.
The law on people's enterprises provides for strengthening the representation of workers in the enterprise management bodies:
o one member of the board is appointed to the supervisory board from employees who are not shareholders (if the number of employees is more than one thousand and if they have more than 2% non-shareholders);
o the chairman and members of the control commission are elected from the number of employee-shareholders. The Control Commission plays an essential role in the operational and current management of the national enterprise:
- its decisions are binding for the management of the enterprise and can be reviewed only by the general meeting of shareholders or appealed in court;
- she has the right to get acquainted with the documents relating to all aspects of the activities of the people's enterprise, as well as receive necessary explanations in oral and written form;
- it approves the personal composition of auditors performing the audit of the financial and economic activities of the enterprise;
- with it, the decision of the supervisory board on the conclusion of a major transaction, the subject of which is property, the value of which amounts to 15 to 30% of the book value of the property of the national enterprise, is agreed upon without fail. If such a decision is not agreed with the control commission, then this issue can be resolved only by the general meeting.
Features of the development of the charter of the national enterprise
The Charter defines the general principles of the organization and activities of the people's enterprise. It is the basic document of the enterprise management system.The law on joint-stock companies, like the Law on People's Enterprises, defines the organization of management only in the highest levels of the company's management system and does not establish any norms for the construction and operation of the management system as a whole, except for specifying the competence of the supervisory board to approve internal documents of the people's enterprises, provided by its charter. The legal norms established by these laws in the charter of the national enterprise also do not give instructions on the construction of a management system.
However, enterprise management can only be effective if the management system is highly organized and documented. These documents should establish the objectives of the enterprise, determine the impact mechanisms and specific management functions necessary to achieve these goals, ensure the full use of these mechanisms and the qualitative performance of the functions and tasks of management of managers and specialists. They should define not only what needs to be done, but also how to do it, who and in what timeframe should organize the managerial influences on certain management factors, and also establishes who (and for what indicators) carries a collective and personal responsibility and how it is stimulated for the initiative and positive results of the activity. All this suggests that the composition of internal documents can not be arbitrary and their content should be interlinked. Therefore, the company's charter should be developed on the basis of the organizational project of its management system. In this case, both the norms established by the legislation and the positive experience of organization management in enterprises should be used.
The enlarged algorithm for the development of the charter and organizational project of the management system of the national enterprise (SS NP) is shown in scheme 3.4.
An important stage in the development of the statutes of the NP is the selection of legislative norms to be included in the charter, and the development of corporate norms of the charter on the basis of the norms of federal laws providing for the prescription or permission to include in the charter a corporate standard or consent to the priority of the corporate standard. When developing such norms, it is necessary to identify factors (conditions) that determine the norm, develop two or three variants of the norm and choose the preferred option.
Scheme 3.4. The enlarged algorithm for the development of the charter and organizational project of the management system of the national enterprise (SU NP):
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