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Publication date: 21.05.2024
Joint-stock company (JSC) -
it is a legal entity whose authorized capital is divided into shares. Owners of shares (shareholders) have the right to participate in the management of the company, receive dividends and a share of the property in the event of liquidation of the company. The management organization of JSC is regulated by the legislation of Ukraine, in particular, the Law of Ukraine "On Joint Stock Companies".
The main management bodies of the joint-stock company.
1. General meeting of shareholders
- The highest governing body. They have the right to make decisions on all issues of the company's activities.
Main functions:
Approval of the charter and changes to it.
Election and recall of members of the supervisory board, executive body and audit commission.
Making decisions about profit sharing and loss coverage.
Decision on reorganization or liquidation of the company.
2. Supervisory board
- Control body that monitors the activities of the executive body and protects the interests of shareholders.
Main functions:
Control over the implementation of decisions of the general meeting of shareholders.
Election and recall of members of the executive body.
Determination of the company's development strategy.
Approval of significant agreements that may affect the company's activities.
3. Executive body
- The executive body can be individual (general director, president) or collegial (board, directorate).
Main functions:
Organization of implementation of decisions of general meetings of shareholders and the supervisory board.
Management of the company's current activities.
Representation of the company in relations with third parties.
4. Audit commission (auditor)
- Control and audit body, which audits the company's financial and economic activities.
Main functions:
Conducting revisions and audits.
Preparation of reports for general meetings of shareholders.
Interaction of management bodies.
- Effective interaction between the general meeting, the supervisory board, the executive body and the audit committee is key to the successful functioning of the joint-stock company. The general meeting establishes the general directions of the company's activities, the supervisory board controls and directs the work of the executive body, and the audit commission ensures financial control.
Legislative framework.
- The main legal act regulating the activity of joint stock companies in Ukraine is the Law of Ukraine "On Joint Stock Companies".
Business registration in Ukraine - the management bodies of a joint-stock company play a key role in ensuring the effective functioning and development of the company. Each of the bodies has clearly defined functions and powers, which allows for balanced management and control over the company's activities.
The board of directors, also known as the supervisory board (if the JSC is public) or the supervisory board (in the case of private JSC), is the key management body of the joint-stock company, which performs supervisory functions and controls the activities of the executive body.
Main functions and powers of the board of directors.
1. Control and supervision.
- Control over the activities of the executive body (board or directorate).
Ensuring compliance with legislation, the statute and internal documents of the company.
2. Strategic planning.
- Determination of the main directions of the company's development.
Approval and approval of long-term development plans and strategies.
3. Approval of significant transactions.
- Approval of agreements that have a significant impact on the company's activities.
Control over the implementation of agreements and investment projects.
4. Election and recall of executive bodies.
- Appointment and dismissal of the general director (director) and other members of the executive body.
Establishing the terms of their employment contracts and determining the amount of remuneration.
5. Financial control.
- Approval of the company's budget and financial plans.
Control over financial results and efficiency of activity.
6. Relations with shareholders.
- Protection of the rights and interests of shareholders.
Preparation of issues for consideration at the general meeting of shareholders.
Informing shareholders about the company's activities.
Composition and election of the board of directors.
- The board of directors is formed from the number of shareholders or hired professionals (independent directors). Board members are elected at the general meeting of shareholders, as a rule, for a fixed term (for example, 1-3 years).
Independent directors.
- To increase the objectivity of the board's decisions and protect the interests of all shareholders, the board may include independent directors.
Committees of the Board of Directors.
- In order to perform its functions more effectively, the board of directors can create committees from among its members, in particular:
The Audit Committee – supervises financial reporting and internal audit work.
Remuneration Committee – determines the amount of remuneration for members of the executive body and key employees.
Risk Committee – assesses the risks associated with the company's activities and develops strategies for their management.
Legal services, enterprise registration / business registration online - the board of directors is an important element of the corporate management system of a joint-stock company. Its main purpose is to ensure effective control over the activities of the executive body and strategic management of the company's development. The effective work of the board of directors contributes to increasing the confidence of shareholders and investors in the company, as well as improving its financial and operational results.
The procedure for the work of members of the board of directors (supervisory board) of a JSC is regulated by the company's charter and internal regulations, as well as by Ukrainian legislation. Below are the main aspects of the procedure of the board of directors.
1. Composition and election of the board of directors.
- Composition: The board of directors is formed from the number of shareholders or involved independent specialists. The number of council members is determined by the company's charter.
Election: Members of the board of directors are elected at the general meeting of shareholders for a certain term, usually from 1 to 3 years. Council members may be re-elected after their term of office expires.
2. Chairman of the board of directors.
- Election of the chairman: The chairman of the board of directors is elected by the board itself from among its members. Its powers and duties are determined by the charter and the regulation on the board of directors.
Functions of the chairman: Organization of the work of the council, convening and holding meetings, preparation of the agenda, ensuring the implementation of the council's decisions.
3. Meeting of the board of directors.
- Periodicity: Meetings of the board of directors are held in accordance with the approved plan, but at least once per quarter. If necessary, extraordinary meetings may be convened.
Convening: Board meetings are convened by the chairman of the board or at the request of any member of the board of directors, executive body or audit committee.
Notification: Council members must be notified of the meeting in advance (usually 7-14 days in advance) with the agenda and the provision of necessary materials.
4. Making decisions.
- Quorum: A meeting of the board of directors is valid if there is a quorum, which is determined by the statute (usually not less than half of the board).
Voting: Decisions are made by majority vote of the council members present. In case of an equal distribution of votes, the vote of the chairman of the council is decisive. - Minutes of the meeting: Minutes are kept during each meeting, which record the decisions made, the results of voting and the main discussions.
5. Committees of the board of directors.
- Creation of committees: For effective work of the board, specialized committees can be created (audit, remuneration, risk, etc.).
Functions of committees: Committees carry out a detailed analysis of issues within their competence and prepare recommendations for consideration at meetings of the board of directors.
6. Duties and responsibilities of members of the board of directors.
- Responsibilities: The members of the board of directors are obliged to act in the interests of the company, to comply with the legislation, charter and internal documents of the company, to keep the information received confidential.
Liability: Council members are responsible for decisions made and damage caused to the company in cases provided for by legislation and internal documents of the company.
7. Interaction with other management bodies.
- Executive body: The board of directors controls and coordinates the activities of the executive body (board or directorate), approves plans and reports on their implementation.
Audit commission: The board of directors cooperates with the audit commission (auditor), considers the results of inspections and audit conclusions.
Assistance in registering a business / company registration in Ukraine - the work of the board of directors of a JSC requires clear organization and compliance with established procedures. Effective functioning of the board ensures proper control over the activities of the executive body, strategic management of the company's development and protection of shareholders' interests.
The working procedure of the supervisory board of a JSC and the procedure for paying remuneration to its members are regulated by the company's charter.
The work procedure of the supervisory board.
- Composition and election
Composition: The Supervisory Board is formed from the number of shareholders or hired specialists. The number of members is determined by the company's charter.
Election: Members of the supervisory board are elected by the general meeting of shareholders for a certain term, usually from 1 to 3 years. Re-election is possible after the end of the term of office.
Chairman of the supervisory board: election of the chairman; functions of the head.
Meetings of the supervisory board: periodicity; convocation; message.
Making decisions:
Quorum - The meeting is valid if there is a quorum, which is determined by the statute (usually not less than half of the board).
Voting - Decisions are made by a majority vote of the council members present.
Minutes of the meeting.
Committees of the Supervisory Board: creation of committees; functions of committees;
Interaction with other management bodies:
Executive body - the Supervisory Board controls and coordinates the activities of the executive body, approves plans and reports on their implementation.
Audit commission - Cooperates with the audit commission (auditor), considers the results of inspections and audit conclusions.
Procedure for payment of remuneration to members of the supervisory board.
- 1. Grounds for payment of remuneration.
Remuneration: Members of the Supervisory Board may receive remuneration for the performance of their duties.
Approval: The general meeting of shareholders approves the regulations on the remuneration of members of the supervisory board, which defines the criteria and conditions for its payment.
2. Amount of reward.
Fixed portion: The reward may consist of a fixed portion that is paid regularly (eg monthly).
Variable part: The remuneration may include a variable part depending on the results of the company's activities, the performance of specific tasks or the achievement of certain indicators.
Registration of enterprises of organizations - effective organization of the work of the supervisory board and a fair procedure for paying remuneration to its members are key factors in the successful functioning of a joint-stock company. Clear procedures for holding meetings, making decisions and interacting with other management bodies ensure proper control over the company's activities and contribute to its strategic development.
