Standard regulations on the board of directors of an open joint stock company. Sample. Regulations on the board of directors (supervisory board) of a joint-stock company (standard form) Regulations on the board of directors of jsc stomatolog

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APPROVED BY Decision General meeting shareholders of closed joint stock company "_____________________________" Minutes No. ____________ dated "___" _______ 20___. REGULATIONS ON THE BOARD OF DIRECTORS OF THE CLOSED JOINT STOCK COMPANY "______________________________" 1. COMPETENCE OF THE BOARD OF DIRECTORS 1.1. The Board of Directors carries out general management of the Company's activities, with the exception of resolving issues attributed by law and the Charter of the Company to the exclusive competence of the General Meeting of Shareholders. 1.2. By decision of the General Meeting of Shareholders, members of the Board of Directors of the Company during the period of their duties may be paid remuneration and reimbursed for expenses related to the performance of their functions as members of the Board of Directors in the amount established by the General Meeting of Shareholders. 1.3. The Chairman of the Board of Directors performs his duties on a permanent basis. Other members of the Board of Directors exercise their powers as required. 1.4. The following issues fall within the exclusive competence of the Board of Directors of the Company: 1.4.1. Definition priority directions the activities of the Society; 1.4.2. Convocation of the annual and extraordinary General Meetings of Shareholders of the Company, except for cases when, in accordance with the law and the Charter of the Company, the General Meeting of Shareholders may be convened in a different manner; 1.4.3. Approval of the agenda of the General Meeting of Shareholders; 1.4.4. Determining the date for compiling the list of shareholders entitled to participate in the General Meeting, and resolving other issues related to the preparation and holding of the General Meeting of Shareholders; 1.4.5. Increase of the authorized capital of the Company by placing shares by the Company within the limits of the number and categories (type) of declared shares; 1.4.6. Placement by the Company of bonds and other valuable papers; 1.4.7. Determination of the market value of property in cases where, in accordance with the law and the Charter of the Company, the obligation to determine the market value of property is imposed on the Company; 1.4.8. Acquisition of shares, bonds and other securities placed by the Company in cases stipulated by law; 1.4.9. Conclusion of an agreement with the General Director; 1.4.10. Determination of the amount of remuneration and compensation paid to the General Director of the Company; 1.4.11. Issuance of recommendations on the amount of remuneration and compensation paid to members of the Audit Commission (Inspector) of the Company; 1.4.12. Determination of the amount of payment for the services of the auditor; 1.4.13. Preparation of recommendations to the General Meeting of Shareholders on the amount of dividend on shares and the procedure for its payment; 1.4.14. Use of the reserve and other funds of the Company; 1.4.15. Approval of the internal documents of the Company that determine the procedure for the activities of the management bodies of the Company, with the exception of documents, the adoption of which, in accordance with the Charter of the Company or the law, is attributed to the competence of the General Meeting of Shareholders; 1.4.16. Creation of branches and opening of representative offices of the Company; 1.4.17. Making a decision on the Company's participation in other organizations, with the exception of making decisions on the Company's participation in holding companies, financial and industrial groups, and other associations commercial organizations; 1.4.18. Conclusion of major transactions related to the acquisition and disposal of property by the Company, the subject of which is property, the value of which is from 25 to 50 percent of the book value of the Company's assets as of the date of the decision to conclude such transactions. The decision to conclude major transactions is made by the Board of Directors unanimously. If there is no unanimity on the matter of committing big deal, it can be submitted to the decision of the General Meeting of Shareholders. 1.4.20. Conclusion of transactions in which there is an interest. 1.5. The exclusive competence of the Board of Directors includes submission to the General Meeting of Shareholders for the following issues: - on the reorganization of the Company; - about non-use preemptive right a shareholder to purchase shares of the Company or securities convertible into shares; - on determining the form of communication by the Company of materials (information) to shareholders; - on the split and consolidation of shares; - on the conclusion of transactions in which there is an interest, when, in accordance with the law, this issue falls within the competence of the General Meeting of Shareholders; - on the conclusion of major transactions; - on the acquisition and redemption of the placed shares by the Company in the cases provided for by this Charter and the law; - on the participation of the Company in holding companies, financial and industrial groups, other associations of commercial organizations; 1.6. The board of directors has the right to resolve other issues attributed to its competence by law and the Charter of the company. Issues attributed to the exclusive competence of the Board of Directors of the Company cannot be transferred to the decision of the General Director and others. officials Society. 2. FORMATION OF THE BOARD OF DIRECTORS 2.1. Members of the Board of Directors are elected by the annual General Meeting of Shareholders for a period of one year from among the shareholders (representatives of shareholders). Election is carried out in the manner prescribed by law, the Charter and these Regulations. By decision of the General Meeting of Shareholders, elections of the Board of Directors may be carried out by cumulative voting. 2.2. In the election of the Board of Directors, voting for each candidate shall be held separately, unless the General Meeting decides to hold cumulative voting. The candidates who receive the largest number of votes are considered elected to the Board of Directors. 2.3. When conducting cumulative voting, each voting share has a number of votes equal to the total number of members of the elected Board of Directors of the Company. A shareholder has the right to vote on the shares held by him in full for one candidate or distribute them among several candidates for members of the Board of Directors of the Company. The candidates who receive the largest number of votes are considered elected to the Board of Directors. 2.4. Persons elected to the Board of Directors can be re-elected an unlimited number of times. 2.5. The powers of any member of the Board of Directors or all members of the Board of Directors may be terminated early by decision of the General Meeting of Shareholders of the Company. 2.6. In the event that members of the Board of Directors are elected by cumulative voting, the decision of the General Meeting of Shareholders on early termination of powers may be made only in relation to all members of the Board of Directors. After the decision to early terminate the powers of the Board of Directors, a new composition of the Board of Directors must be immediately elected. 2.7. The number of members of the Board of Directors is determined by the General Meeting of Shareholders. 2.8. The Chairman of the Board of Directors is elected by the members of the Board of Directors from among the members of the Board of Directors by a majority vote of the total number of members of the Board of Directors. The General Director of the Company may not be elected as the Chairman of the Board of Directors until he resigns his powers of the General Director. 2.9. The Board of Directors has the right to re-elect its Chairman at any time by a majority vote of the total number of members of the Board of Directors. 3. MEETINGS OF THE BOARD OF DIRECTORS 3.1. Meetings of the Board of Directors are held as required, but at least once every three months. 3.2. A meeting of the Board of Directors is convened by the Chairman of the Board of Directors on his own initiative, at the request of a member of the Board of Directors, the Audit Commission (Auditor) or the auditor of the Company, Director General, as well as shareholders (shareholder) - owners of at least 5 (five) percent of the voting shares of the company. 3.3. Members of the Board of Directors shall be notified in writing of the appointed meeting of the Board of Directors at least three days before the date of its holding. Notification is carried out by sending registered letters, telegrams, telephone messages. A written notification is equated with familiarization against a receipt with the decision of the Chairman of the Board of Directors on the appointment of a meeting. In urgent cases, a meeting of the Board of Directors may be convened immediately without a written notification to the members of the Board of Directors. 3.4. The Chairman of the Board of Directors organizes its work, convenes meetings of the Board of Directors and presides over them, organizes the keeping of minutes at meetings, presides over the General Meeting of Shareholders. 3.5. In the absence of the Chairman of the Board of Directors, his functions are performed by one of the members of the Board of Directors of the Company by decision of the Board of Directors. 3.6. Meetings of the Board of Directors are competent if attended by at least half elected members Board of directors. 3.7. The Board of Directors has the right to make decisions by absentee voting (by poll). 3.8. If the number of members of the Board of Directors becomes less than half of the number stipulated by the Charter, the Company is obliged to convene an extraordinary (extraordinary) General Meeting of Shareholders to elect a new composition of the Board of Directors. The remaining members of the Board of Directors have the right to make a decision only on convening such an extraordinary (extraordinary) General Meeting of Shareholders. 3.9. Decisions at a meeting of the Board of Directors are made by a majority vote of those present. When deciding issues at a meeting of the Board of Directors, each member of the Board of Directors has one vote. The transfer of a vote by one member of the Board of Directors to another member of the Board of Directors is not allowed. 3.10. In case of equality of votes of the members of the Board, the vote of the Chairman of the Board of Directors is decisive. 3.11. Minutes are kept at a meeting of the Board of Directors, which is drawn up no later than 10 days after the meeting. 3.12. The minutes of the meeting of the Board of Directors shall be signed by the chairperson of the meeting, who is responsible for the correctness of the minutes. 3.13. The minutes shall indicate: - the place and time of the meeting of the Board of Directors; - issues discussed at the meeting; - the personal composition of the members of the Board of Directors participating in the meeting; - the main provisions of the speeches of those present at the meeting; - issues put to the vote and the results of voting on them; - decisions made by the Board of Directors. The protocol may also contain other necessary information. 3.14. Members of the Board of Directors arriving at the meeting from another location are reimbursed for travel expenses, living expenses, and daily subsistence allowances. 4. RIGHTS AND OBLIGATIONS OF MEMBERS OF THE BOARD OF DIRECTORS 4.1. Members of the Board of Directors have the right to: - represent the Company in relations with other organizations, enterprises, government bodies and institutions and citizens in the presence of a power of attorney signed by the Chairman of the Board of Directors and sealed with the seal of the Company; - receive remuneration for performing the duties of a member of the Board of Directors in the amount established by the General Meeting of Shareholders; - to receive any information concerning the activities of the Company in any divisions and services of the Company. 4.2. Members of the Board of Directors also have other rights in accordance with the Charter of the Company and current legislation. 4.3. Members of the Board of Directors are obliged to: - be conscientious about their duties; - to be loyal to the Company; - not to disclose what has become known to them confidential information on the activities of the Society. 4.4. A member of the Board of Directors has no right to establish or participate in enterprises that compete with the Company, unless he has been given permission by the Board of Directors to do so. 4.5. The combination of positions by members of the Board of Directors in the management bodies of other organizations (with the exception of public associations, trade unions and political parties) is allowed only with the consent of the Board of Directors. 4.6. Members of the Board of Directors are not entitled to directly or indirectly receive remuneration for influencing decision-making by the Board of Directors or other management bodies of the Company. 4.7. Members of the Board of Directors are liable for damage caused to the Company by their actions. 4.8. The grounds for early termination of the powers of the Chairman and members of the Board of Directors are the following circumstances: - causing significant losses to the Company by the actions of a member of the Board of Directors; - causing damage business reputation Society; - commission of an intentional criminal offense; - concealment of their interest in the transaction with the participation of the Company; - unfair performance of their duties; - violation of the provisions of the Charter of the Company, as well as the norms of the legislation on joint stock companies, including those concerning the circulation of securities issued by the Company; - concealment of information about their participation in the work of the governing bodies of other business companies and other legal entities(except for participation in public associations, trade unions and political parties) without the knowledge of the Board of Directors, and in cases directly established by the Charter of the Company and the law - without the knowledge of the General Meeting of Shareholders; - taking personal benefit from the order property of the Society, except for cases when the extraction of personal benefit is allowed by law, the Charter and other documents and decisions of the Company; - establishment during the period of work on the Board of Directors of business entities and other commercial organizations competing with the Company. The powers of the members of the Board of Directors may be terminated on other grounds as well.

The regulation on the board of directors of a joint-stock company refers to the internal documents of a legal entity and determines the rules of procedure for the board of directors of a joint-stock company. Further, we will tell in our article what information the named document should contain and how it should be drawn up and stored in the future.

The Regulation on the Board of Directors (hereinafter also referred to as the Regulation) is a local normative act joint stock company (hereinafter referred to as JSC), which determines the status of the board of directors, its competence, the rules for the selection of its members, as well as their rights and obligations.

Note! This document is not mentioned directly in the text of the Federal Law "On Joint Stock Companies" dated December 26, 1995 No. 208-FZ (hereinafter referred to as Law No. 208-FZ). At the same time, the regulation is one of the internal documents of a JSC and is adopted by decision of the general meeting of shareholders (subparagraph 19 of paragraph 1 of article 48 of Law No. 208-FZ).

Local regulations of JSC can be divided into 2 large groups:

mandatory for development and approval due to legal requirements;
optional.

In this case, the first group includes:

charter (Art. 11 of Law No. 208-FZ);
regulations on the auditing commission (auditor) (clause 2 of article 85 of the law No. 208-FZ);
regulations on the collegial executive body of a JSC - if there is such executive body(Clause 1 of Art. 70 of Law No. 208-FZ);
regulations on the branch or representative office of JSC.

Important! The Regulation does not apply to mandatory internal documents of a JSC due to legal requirements. In the absence of the aforementioned document, the resolution of all issues in one way or another related to the regulation of the activities of the board of directors is carried out on the basis of the rules established by law.

If, due to the dispositiveness of some provisions of Law No. 208-FZ, a JSC has the right to independently determine some of the specifics of a particular procedure (for example, indicate the possibility of making decisions by the company's board of directors by absentee voting, etc.), then such subtleties may be fixed in the charter of the joint-stock company. Moreover, there is no need to duplicate them in position.

The choice of the design option and content of the internal regulatory documentation refers to the issues referred to the competence of the JSC bodies.

Output! Thus, the JSC independently determines which information should be reflected in the regulation. Of course, the rules included in it should not contradict the current legislation.

One of the most simple options structures of the future position - in accordance with the sequence of the relevant norms of Ch. VIII of Law No. 208-FZ. Thus, the approximate structure of the position may be as follows:

general provisions - this clause usually indicates the scope of the regulation on the board of directors of a JSC (hereinafter also referred to as the council), the scope of competence of the named body of the JSC, a list of regulatory documents that were used in the development of this internal document, etc. ;
the competence of the council - see Art. 65 of Law No. 208-FZ;
election of the council and termination of the powers of its members - see Art. 66 of Law No. 208-FZ;
chairman of the council - see Art. 67 of Law No. 208-FZ;
meeting of the council of the joint-stock company - see Art. 68 of Law No. 208-FZ;
the secretary of the council and the office of the secretary of the council - the rules of procedure for the election of the secretary and his functions are indicated;
minutes of the meeting of the council of the joint-stock company - see paragraph 4 of Art. 68 of Law No. 208-FZ;
the adoption of decisions by the council and the procedure for their entry into force - see Art. 68 of Law No. 208-FZ;
the responsibility of the board members of the JSC - see Art. 71 of Law No. 208-FZ;
changes and additions to the regulation - it is usually indicated that all changes and additions must also be approved by the decision of the shareholders' meeting of the JSC.

A sample statement can be downloaded from this link: The regulation on the board of directors of a JSC is an example.

Depending on the peculiarities of the conduct of activities by one or another organization, the content of the regulation may be supplemented with some specific sections. Such sections may include, for example:

work plan of the council;
regulations for calling council meetings;
rules for absentee voting;
the procedure for formalizing council decisions;
remuneration of council members and reimbursement of expenses related to the performance of their duties, etc.

Note! The organization is entitled to independently determine to what extent it should regulate in detail a certain aspect of the council's activities by fixing the relevant rules in the regulations.

There is no generally obligatory unified / standard form of such a document and specific requirements for its execution by the current legislation. The Bank of Russia, by its letter dated September 15, 2016 No. IN-015-52 / 66, offered a sample model provision on the Board of Directors and recommended its use for PJSCs in order to improve corporate governance in the Russian financial market. When drafting the document, you can also use the Guide for members of the Board of Directors financial institution, recommended by the Bank of Russia letter dated February 28, 2019 N IN-06-28 / 18.

In accordance with established practice, the following recommendations can be given on the design and structure of the regulation:

Title page - on it in the upper right corner there should be a mark about the approval of the document, namely:

The word "Approved".
The name of the document on the basis of which the regulation was approved (for example, the protocol annual meeting shareholders of JSC, etc., indicating the details of such a document - the date of registration and, if available, the number). For details, see the article "Minutes of the Annual General Meeting of Shareholders (sample 2018 - 2019)";
Signature of the authorized person (for example, the chairman of the meeting) with a transcript.
The seal of the organization (if the organization has one).

Also title page contains the name of the document itself and the name of the organization. The name of the place and the year of its publication are indicated at the bottom of the sheet.

The main content of the provision.
Appendices to the regulation. Typically, the attachments contain samples of documents that the board of directors uses in its activities.

Important! The position, together with the corresponding annexes, should be numbered and sewn. The number of sheets, the signature of the authorized person and the seal of the organization (if any) are affixed to the stitching.

Contradictions between the content of the charter of a joint-stock company and the regulations on the board of directors

The requirements of the charter are mandatory and must be complied with by all management bodies of the JSC (Art. 11 of Law No. 208-FZ). Internal documents of a JSC, which include the regulation on the board of directors, are also mandatory - as documents adopted on the basis of a decision of the competent authorities of the JSC.

When drawing up internal documentation, it is necessary to ensure that the powers of the various bodies of the JSC do not overlap, and that the corresponding regulatory documents do not contradict each other.

At the same time, if the wording of the charter of a joint-stock company and the provisions are not coordinated with each other, it should be noted that the charter has great legal force, due to the presence of direct indications of this in the law.

The courts also opt for the charter as a document with great legal force, which is confirmed by jurisprudence, for example, in case of discrepancies in the named internal documents of JSC:

regarding the procedure for voting on the election of the executive body of a JSC (see the ruling of the Supreme Arbitration Court of the Russian Federation of January 29, 2010 in case No. A56-29710 / 2008);
in terms of the terms of notification of the members of the Board of Directors of the JSC about the meeting of the said body (see the decision of the CA of the Rostov Region of December 26, 2011 in case No. A53-20428 / 2011);
in terms of determining the scope of competence of the board of directors (see the resolution of the Federal Antimonopoly Service of the Volgo-Vyatka District of July 10, 2013 in case No. A82-12026 / 2012), etc.

In accordance with paragraph 1 of Art. 89 of Law No. 208-FZ, the regulation on the board of directors should be kept by the JSC along with other internal documents of the organization. Storage is carried out at the location of the executive body of the organization, the terms and procedure for it are determined by the provisions established by the Bank of Russia (clause 2 of the above article).

In this case, the storage of documentation is organized by the sole executive body of the JSC (clause 3.1 "Regulations on the procedure and storage periods ...", approved by the decree of the Federal Commission for the Securities Market of the Russian Federation dated July 16, 2003 No. 03-33 / ps (hereinafter referred to as decree No. 03-33 / ps )).

The regulations, like other documents, are stored in the originals, and in the event of the loss of such - in the form of duly certified copies of the named documents. In this case, in each case of loss or damage to a document, an appropriate act must be drawn up, which is further attached to the copy of the document transferred for storage (clause 3.4 of Resolution No. 03-33 / ps).

Position retention period:

permanently - at the place of approval;
3 years - in other organizations (for example, in a shareholder organization) from the date of replacement with new editions (see clause 57 of the "List of typical managerial ...", approved by order of the Ministry of Culture of Russia dated 25.08.2010 No. 558).

So, the regulation on the board of directors is an internal normative act of the organization that regulates the activities of the board of directors in a joint-stock company. The named internal document is not mandatory for JSC. The legal entity determines the content and format of the provision independently, taking into account the requirements of the current legislation.

In the absence of an approved regulation on the board of directors, the JSC should be guided by the existing legal norms and the rules included in the charter.

APPROVED by the General Meeting of Shareholders of the Open Joint Stock Company "_______________________" Minutes No. ______________ dated "__" __________ ____

REGULATIONS on the Board of Directors of the Open Joint Stock Company "______________________"

This Regulation on the Board of Directors of Open Joint Stock Company "_____________" (hereinafter - the "Regulation") was approved in 200__ by the decision of the General Meeting of Shareholders of Open Joint Stock Company "_______________" (hereinafter - the "Company").

This Regulation has been developed in accordance with the Civil Code Russian Federation, Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies" legal acts Of the Russian Federation and the Charter of the Company.

These Regulations establish the procedure for the activities of the Board of Directors of the Company.

Article 1. General Provisions

1.1. The Board of Directors of the Company is a permanent management body of the Company. The Board of Directors carries out general management of the Company's activities. The Board of Directors acts in the interests of the Company and controls the activities of the executive bodies of the Company.

1.2. The main goal of the Board of Directors is to achieve a stable financial and economic position and high competitiveness by the Company, as well as to maximize profit.

1.3. To achieve the goals of its activities, the Board of Directors, within its competence, solves the following tasks:

1.3.1) organization of execution of decisions of the General Meeting of Shareholders;

1.3.2) detailed definition of the directions of the Company's activities;

1.3.3) assessment of the results of the activities of the Company and its bodies;

1.3.4) determination of dividend and investment policy;

1.3.5) making decisions regarding the investment activities of the Company;

1.3.6) determination of criteria for the formation of management personnel;

1.3.7) disclosure of information about the Company;

1.3.8) creation of internal control mechanisms;

1.3.9) ensuring the observance of the current legislation by the Company, provisions of the constituent and internal documents of the Company;

1.3.10) ensuring the implementation of the personnel incentive system.

1.4. The Board of Directors acts in accordance with the Articles of Association of the Company, these Regulations, as well as decisions of the General Meeting of Shareholders of the Company.

2.1. The competence of the Board of Directors of the Company is determined by the current legislation and the Charter of the Company.

2.2. The Board of Directors is not entitled to resolve issues within the competence of the General Meeting of Shareholders of the Company.

3.1. Members of the Board of Directors of the Company are elected by the general meeting of shareholders for a period until the next annual general meeting of shareholders. Persons elected to the Board of Directors can be re-elected an unlimited number of times. The number of members of the Board of Directors is determined by the Charter of the Company or by a decision of the general meeting of shareholders of the Company.

3.2. Members of the Board of Directors take office from the moment they are elected by the general meeting of shareholders.

3.3. If the annual general meeting of shareholders was not held within the timeframes stipulated by the Charter of the Company, then the powers of the Board of Directors of the Company are terminated, except for the powers to prepare, convene and conduct the annual General Meeting of Shareholders.

3.4. The General Meeting of Shareholders may at any time early terminate the powers of the Board of Directors of the Company.

3.5. The Chairman of the Board of Directors is elected by the members of the Board of Directors of the Company at the first meeting of the Board of Directors by a majority vote of the total number of members of the Board of Directors.

3.6. The powers of the Chairman of the Board of Directors are valid from the moment of his election until his re-election or until the election of a new composition of the Board of Directors.

3.7. Members of the Board of Directors have the right to early re-elect the Chairman of the Board of Directors at any time in accordance with the procedure provided for in this Regulation.

3.8. Chairman of the Board of Directors of the Company:

3.8.1) organizes the work of the Board of Directors;

3.8.2) manages the activities of the Board of Directors;

3.8.3) convene meetings of the Board of Directors;

3.8.4) approve the agenda of the meetings of the Board of Directors;

3.8.5) provides the members of the Board of Directors with the information necessary for making decisions on the agenda items;

3.8.6) performs the functions of the chairman of the meetings of the Board of Directors;

3.8.7) organizes the keeping of minutes of meetings of the Board of Directors;

3.8.8) signs the minutes of the meetings of the Board of Directors;

3.8.9) considers and makes decisions on applications addressed to the Chairman of the Board of Directors in cases stipulated by the internal documents of the Company, and within its competence, determined by the Charter of the Company and these Regulations;

3.8.10) resolve other issues and perform other functions provided for by the internal documents of the Company.

4.1. The Secretary of the Board of Directors performs the following functions.

4.1.1. Organizes and carries out, in cooperation with other bodies and divisions of the Company, all the necessary measures for the preparation and holding of meetings of the Board of Directors of the Company.

4.1.2. Leads the office work of the Board of Directors, including signing the minutes of the meeting of the Board of Directors.

4.1.3. Creates an archive for storing voting ballots on issues on the agenda of a meeting of the Board of Directors and written opinions of members of the Board of Directors not present at the meeting.

4.1.4. Participates in meetings of the Board of Directors, draws up minutes of meetings of the Board of Directors.

4.1.5. Communicates decisions of the Board of Directors to the executors, monitors the implementation of decisions.

4.1.6. Ensures interaction of the Board of Directors with the shareholders of the Company.

4.1.7. Submits applications received by the Company addressed to the Chairman of the Board of Directors or directly to the Board of Directors.

4.2. The Secretary has the right to demand, on behalf of a member of the Board of Directors, from employees of the Company (including managers structural units Of the Company) providing information and documents necessary for the preparation and holding of meetings of the Board of Directors.

5.1. A member of the Board of Directors has the right:

5.1.1) require any official of the Company to provide timely and complete information (documents, materials, explanations) on any issue within the competence of this official;

5.1.2) get acquainted with the minutes of the meetings of the Board of Directors and other management bodies of the Company, as well as receive copies of the said minutes;

5.1.3) demand that his dissenting opinion on the issues on the agenda of the meeting and the decisions made be entered into the minutes of the meeting of the Board of Directors;

5.1.4) on the basis of and in pursuance of decisions made by the Board of Directors of the Company, give instructions and orders that are binding on all officers of the Company, if they do not contradict the current legislation, the Charter and internal documents of the Company, and do not violate the competence of other bodies of the Company.

5.2. A member of the Board of Directors is obliged:

5.2.1) conscientiously treat their duties;

5.2.2) notify the Chairman or the secretary of the Board of Directors about the impossibility of his participation in the meeting of the Board of Directors;

5.2.3) participate in the adoption of decisions of the Board of Directors by voting on the agenda items of its meetings, and in case of absence at the meeting, provide their written opinion on the agenda items;

5.2.4) initiate meetings of the Board of Directors to resolve urgent issues arising in the activities of the Board of Directors;

5.2.5) not to disclose confidential information about the activities of the Company that has become known to him and not to use the insider information of the Company for personal purposes or the interests of third parties after the termination of his powers as a member of the Board of Directors of the Company;

5.2.6) notify the Chairman of the Board of Directors in writing about the intention to disclose any information about the Company that is not confidential;

5.2.7) act within its competence and in accordance with the goals and objectives of the Board of Directors;

5.2.8) make grounded decisions when voting at a meeting of the Board of Directors on agenda items, for which to study all the necessary information (materials), and bring to the attention of all members of the Board of Directors full information related to the decisions taken;

5.2.9) on behalf of the Board of Directors, participate in expert reviews of projects and programs of the Board of Directors;

5.2.10) prepare proposals for improving the production, financial and economic activities of the Company on behalf of the Board of Directors;

5.2.11) give consultations (clarifications) to the heads of the structural divisions of the Company;

5.2.12) prepare and submit for consideration by the Board of Directors issues within its competence;

5.2.13) on behalf of the Chairman of the Board of Directors of the Company, provide reports or answers to questions related to the activities of the Company.

Article 6. Organization of work and procedures for making decisions by the Board of Directors

6.1. Meetings of the Board of Directors are held as required, but at least once every 2 (two) months.

6.2. Meetings of the Board of Directors can be held both in person (in the form of joint presence) and in absentia (by poll).

6.3. A meeting of the Board of Directors is convened by the Chairman:

1) on his own initiative;

6.3.2) at the request of a member of the Board of Directors;

6.3.3) at the request of the Auditing Commission;

6.3.4) at the request of the auditor of the Company;

6.3.5) at the request of the General Director.

6.4. Persons (bodies) entitled to demand the convocation of the Board of Directors shall send a corresponding written request to the Chairman of the Board of Directors. The specified requirement must contain:

6.4.1) the expected date of the meeting of the Board of Directors;

6.4.2) the wording of the agenda items;

6.4.3) other essential information;

6.4.4) date of compilation and signature of the initiator;

6.4.5) materials on the issues to be brought up (if the issue is prepared by the initiator of the meeting).

6.5. The date of submission of the request is the date of its receipt by the Chairman of the Board of Directors.

6.6. The Chairman of the Board of Directors does not have the right to refuse to convene a meeting, except for cases when:

6.6.1) the submission of a request to convene a meeting does not comply with the current legislation, the provisions of the Charter or internal documents of the Company;

6.6.2) the initiator of the convocation does not have the right to demand the convocation of a meeting of the Board of Directors in accordance with these Regulations.

6.7. The Chairman of the Board of Directors is obliged to consider the submitted request and make a decision to convene a meeting of the Board of Directors or to refuse to convene it within 3 (three) days from the date of the request.

6.8. The Chairman of the Board of Directors is obliged to notify the initiators of the meeting about the decision taken within 3 (three) days from the date of the decision.

6.9. If the Chairman of the Board of Directors does not convene a meeting of the Board of Directors to resolve these issues, such a meeting may be convened by his deputy.

6.10. If neither the Chairman of the Board of Directors, nor his deputy convene a meeting of the Board of Directors to resolve the above issues, such a meeting may be convened by a member of the Board of Directors.

6.11. Notification of the date, time and place of the meeting of the Board of Directors and agenda items are sent to the members of the Board of Directors by phone, fax, e-mail or by courier.

6.13. The notice of the meeting must be sent to the members of the Board of Directors no later than 5 working days before the date of the meeting of the Board of Directors, unless another period is established by the decision of the Board of Directors or follows from the actual circumstances of the preparation for the meeting.

6.14. When making decisions at a meeting of the Board of Directors of the Company, each member of the Board of Directors of the Company has one vote. The transfer of a vote by one member of the Board of Directors of the Company to another member of the Board of Directors of the Company or to another person is prohibited.

6.15. When determining the presence of a quorum and the results of voting on agenda items, the written opinion of a member of the Board of Directors of the Company who is absent from the meeting of the Board of Directors of the Company shall be taken into account.

6.16. A written opinion must be submitted by a member of the Board of Directors to the Chairman of the Board of Directors prior to the beginning of a meeting of the Board of Directors.

6.17. The written opinion of a member of the Board of Directors may contain his vote both on all issues on the agenda of the meeting, and on some of them. The written opinion of a member of the Board of Directors is taken into account only when determining the presence of a quorum and the results of voting on agenda items on which it contains a vote of a member of the Board of Directors.

Article 7. Minutes of meetings

7.1. At meetings of the Board of Directors of the Company, the secretary of the Board of Directors shall keep minutes, and in his absence - by one of the members of the Board of Directors on behalf of the chairman of the meeting.

7.2. Not later than 3 (three) days from the date of the meeting of the Board of Directors, the secretary draws up the minutes of the meeting, which indicates:

7.2.1) place and time of its holding;

7.2.2) members of the Board of Directors attending the meeting;

7.2.3) the secretary of the meeting, the chairperson;

7.2.4) the agenda of the meeting;

7.2.5) decisions taken;

7.2.7) other essential information.

7.3. The minutes of the meeting of the Board of Directors of the Company shall be signed by the secretary and the Chairman of the Board of Directors (or by a member of the Board of Directors presiding at the meeting) no later than 3 (three) days from the date of the meeting. The presiding officer at the meeting is responsible for the correctness of the minutes.

7.4. The Company is obliged to keep the minutes of the meetings of the Board of Directors at the location of the executive body of the Company.

Article 8. Procedure for making decisions by the Board of Directors by poll (by absentee voting)

8.1. The Board of Directors has the right to make decisions in the form of absentee voting.

8.2. The initiator of the decision by the Board of Directors in the form of absentee voting may be a member of the Board of Directors, the General Director of the Company, about which they send relevant requirements To the Chairman of the Board of Directors (similar to the requirements for convening a meeting of the Board of Directors).

8.4.1) full company name Society;

8.4.2) an indication that the ballot is an absentee ballot;

8.4.3) the wording of the issues that are put to the absentee vote (the wording should not be ambiguous, and the list of issues should be drawn up in such a way that the decisions of the member of the Board of Directors unambiguously correspond to the items on the list), as well as the options for absentee voting on it, expressed by the wording " for "," against "," abstained ";

8.4.4) the date and place of the deadline for accepting ballots (no later than 3 (three) business days from the date the ballots were sent);

8.4.5) place for the signature of a member of the BOARD of Directors.

8.7. A member of the Board of Directors who has received an absentee ballot must:

8.7.1) express their opinion unambiguously by choosing one of the absentee voting options proposed in the ballot on each issue;

8.8.1) entered the Board of Directors later than the established deadline for accepting ballots;

8.8.2) does not contain the signature of a member of the Board of Directors;

8.10. Based on the results of absentee voting, no later than 3 (three) days from the deadline for accepting ballots, a protocol is drawn up signed by the Chairman and the secretary of the Board of Directors, to which all ballots handed over as of the date of signing the minutes are attached. The wording of the questions put to the absentee vote must comply with the wording of the protocol.

Article 9. Relations with other management and control bodies of the Company

9.1. The decisions of the General Meeting of Shareholders of the Company are binding on the Board of Directors.

9.2. The board of directors annually reports on its activities to the general meeting of shareholders.

9.3. At the General Meetings of Shareholders, the point of view of the Board of Directors is represented by the Chairman of the Board of Directors. A member of the Board of Directors who has his own opinion is entitled to present it at the General Meeting.

9.4. The executive bodies of the Company organize the execution of decisions of the Board of Directors.

9.5. The Board of Directors by its decision may form committees under the Board of Directors, which are expert and consulting bodies under the Board of Directors. The Board of Directors determines the functions, tasks, personal composition of the said committees, approves the regulations on the committees under the Board of Directors regulating their work.

10.1. Members of the Board of Directors, when exercising their rights and fulfilling their duties, must act in the interests of the Company in strict accordance with the current legislation, the Charter of the Company, these Regulations and other internal documents of the Company, exercise their rights and perform duties in relation to the Company in good faith and reasonably.

10.2. Members of the Board of Directors are responsible to the Company for violation of their duties.

10.3. Members of the Board of Directors are liable to the Company for losses caused to the Company by their guilty actions (inaction) in accordance with the provisions of Art. 71 Federal law"On Joint Stock Companies". At the same time, members of the Board of Directors who voted against the decision that caused losses to the Company, or who did not participate in the vote, are not liable.

REGULATIONS ON THE BOARD OF DIRECTORS (SUPERVISORY BOARD) OF A JOINT STOCK COMPANY This regulation has been developed in accordance with the Federal Law "On Joint Stock Companies", the Civil Code and other applicable legal acts of the Russian Federation. These Regulations determine the status of the Board of Directors (supervisory board), its competence, the procedure for selecting its members, rights and obligations of members of the Board of Directors (supervisory board) activities of the company, with the exception of resolving issues referred by the Federal Law "On Joint Stock Companies" to the exclusive competence of the general meeting of shareholders. In a company with the number of shareholders - owners of voting shares less than fifty, the functions of the company's board of directors (supervisory board) may be performed by a general meeting of shareholders. In this case, the charter of the company must contain an indication of a specific person or body of the company, whose competence includes deciding the issue of holding a general meeting of shareholders and approving its agenda. 2. By decision of the general meeting of shareholders, members of the board of directors (supervisory board) of the company during the period of their duties may be paid remuneration and (or) reimbursed for expenses related to their performance of the functions of members of the board of directors (supervisory board) of the company. The amount of such remuneration and compensation is established by the decision of the general meeting of shareholders. 2. COMPETENCE OF THE BOARD OF DIRECTORS (SUPERVISORY BOARD) OF THE COMPANY 1. The competence of the board of directors (supervisory board) of the company includes resolving issues of general management of the company's activities, with the exception of issues referred to the exclusive competence of the general meeting of shareholders by the Federal Law "On Joint Stock Companies". The exclusive competence of the board of directors (supervisory board) of the company includes the following issues: 1) determination of priority areas of the company's activities; 2) convocation of the annual and extraordinary general meetings of shareholders of the company, except for the cases provided for by paragraph 6 of Article 55 of the Federal Law "On Joint Stock Companies"; 3) approval of the agenda of the general meeting of shareholders; 4) determination of the date for compiling the list of shareholders entitled to participate in the general meeting, and other issues referred to the competence of the board of directors (supervisory board) of the company in accordance with the provisions stipulated by the "Regulations on the General Meeting of Shareholders" and related to the preparation and holding of the general meeting meetings of shareholders; 5) submission for decision of the general meeting of shareholders of the issues stipulated by subparagraphs 2, 12, 15 - 20 of paragraph 1 of section 2 of the Regulations on the general meeting of shareholders; 6) an increase in the authorized capital of a company by increasing the par value of shares or by placing by the company of shares within the number and category (type) of declared shares, if, in accordance with the charter of the company or a decision of the general meeting of shareholders, such a right is granted to him; 7) placement by the company of bonds and other securities, unless otherwise provided by the charter of the company; 8) determination of the market value of property in accordance with Article 77 of the Federal Law "On Joint Stock Companies"; 9) acquisition of shares, bonds and other securities placed by the company in the cases provided for by the Federal Law "On Joint Stock Companies"; 10) the formation of the executive body of the company and the early termination of its powers, the establishment of the amount of remuneration and compensation paid to it, if the charter of the company attaches this to its competence; 11) recommendations on the amount of remuneration and compensation paid to the members of the audit commission (auditor) of the company and determination of the amount of payment for the auditor's services; 12) recommendations on the amount of dividend on shares and the procedure for its payment; 13) use of the reserve and other funds of the company; 14) approval of the company's internal documents that determine the procedure for the activities of the company's management bodies; 15) the creation of branches and the opening of representative offices of the company; 16) making a decision on the company's participation in other organizations, except for the case provided for by subparagraph 20 of paragraph 1 of section 2 of the Regulations on the General Meeting of Shareholders; 17) conclusion of major transactions related to the acquisition and alienation of property by the company in the cases provided for by Chapter X of the Federal Law "On Joint Stock Companies"; 18) conclusion of transactions provided for by Chapter XI of the Federal Law "On Joint Stock Companies"; 19) other issues stipulated by the Federal Law "On Joint Stock Companies" and the charter of the company. Issues attributed to the exclusive competence of the board of directors (supervisory board) of the company cannot be transferred supervisory board) society. A person performing the functions of the sole executive body cannot simultaneously be the chairman of the board of directors (supervisory board) of the company. Requirements for persons elected to the board of directors (supervisory board) of a company may be established by the charter of the company or an internal document approved by the general meeting of shareholders. 3. The number of members of the board of directors (supervisory board) of the company is determined by the charter of the company or by the decision of the general meeting of shareholders in accordance with the requirements of the Federal Law "On Joint Stock Companies". For open society with the number of shareholders - owners of ordinary and other voting shares of the company more than one thousand, the quantitative composition of the board of directors (supervisory board) of the company cannot be less than seven members, and for a company with the number of shareholders - owners of ordinary and other voting shares of the company more than ten thousand - less than nine members. 4. Election of members of the board of directors (supervisory board) of a company with more than one thousand shareholders - owners of ordinary shares of the company shall be carried out by cumulative voting. In a company with the number of shareholders - owners of ordinary shares of the company less than one thousand, the charter may provide for cumulative voting in the election of members of the board of directors (supervisory board) of the company. When conducting cumulative voting, each voting share of the company must have a number of votes equal to the total number of members of the board of directors (supervisory board) of the company. A shareholder has the right to vote on the shares he owns in full for one candidate or to distribute them among several candidates for members of the board of directors (supervisory board) of the company. The candidates who receive the largest number of votes are considered elected to the board of directors (supervisory board) of the company. 4. CHAIRMAN OF THE BOARD OF DIRECTORS (SUPERVISORY BOARD) OF THE COMPANY 1. The chairman of the board of directors (supervisory board) of the company is elected by members of the board of directors (supervisory board) of the company from among them by a majority vote of the total number of members of the board of directors (supervisory board) of the company, unless otherwise provided the charter of the company. The board of directors (supervisory board) of the company has the right to re-elect its chairman at any time by a majority vote of the total number of members of the board of directors (supervisory board), unless otherwise provided by the charter of the company. 2. The chairman of the board of directors (supervisory board) of the company organizes its work, convenes and presides over meetings of the board of directors (supervisory board) of the company, organizes the keeping of minutes at meetings, presides over the general meeting of shareholders, unless otherwise provided by the charter of the company. 3. In the absence of the chairman of the board of directors (supervisory board) of the company, his functions are performed by one of the members of the board of directors (supervisory board) of the company by decision of the board of directors (supervisory board) of the company. 5. MEETING OF THE BOARD OF DIRECTORS (SUPERVISORY BOARD) OF THE COMPANY 1. A meeting of the board of directors (supervisory board) of the company is convened by the chairman of the board of directors (supervisory board) of the company on his own initiative, at the request of a member of the board of directors (supervisory board), audit commission (auditor) of the company or the auditor of the company, the executive body of the company, as well as other persons determined by the charter of the company. The procedure for convening and holding meetings of the board of directors (supervisory board) of the company is determined by the charter of the company or an internal document of the company. The charter of the company may provide for the possibility of making decisions by the board of directors (supervisory board) of the company by absentee voting (by poll). 2. The quorum for holding a meeting of the board of directors (supervisory board) of the company is determined by the charter of the company, but must not be less than half of the number of elected members of the board of directors (supervisory board) of the company. In the event that the number of members of the board of directors (supervisory board) of the company becomes less than half of the number provided for by the charter of the company, the company is obliged to convene an extraordinary (extraordinary) general meeting of shareholders to elect a new composition of the board of directors (supervisory board) of the company. The remaining members of the board of directors (supervisory board) of the company have the right to make a decision only on convening such an extraordinary (extraordinary) general meeting of shareholders. 3. Decisions at a meeting of the board of directors (supervisory board) of the company are made by a majority vote of those present, unless otherwise provided by the charter of the company or its internal document determining the procedure for convening and holding meetings of the board of directors (supervisory board). When resolving issues at a meeting of the board of directors (supervisory board) of the company, each member of the board of directors (supervisory board) of the company has one vote. The transfer of a vote by one member of the board of directors (supervisory board) of the company to another member of the board of directors (supervisory board) of the company is prohibited. The charter of the company may provide for the decisive vote of the chairman of the board of directors (supervisory board) of the company when the board of directors (supervisory board) of the company makes decisions in the event of an equal vote of the members of the board of directors (supervisory board) of the company. 4. Minutes are kept at the meeting of the board of directors (supervisory board) of the company. The minutes of the meeting of the board of directors (supervisory board) of the company shall be drawn up no later than 10 days after its holding. The minutes of the meeting indicate: the place and time of its holding; persons attending the meeting; the agenda of the meeting; items put to the vote and the results of voting on them; decisions taken. The minutes of the meeting of the board of directors (supervisory board) of the company are signed by the chairperson of the meeting, who is responsible for the correctness of the minutes. 6. RESPONSIBILITY OF MEMBERS OF THE BOARD OF DIRECTORS (SUPERVISORY BOARD) 1. Members of the board of directors (supervisory board) of a JSC, in exercising their rights and fulfilling their duties, must act in the interests of the company, exercise their rights and fulfill their duties towards the company in good faith and reasonably. 2. Members of the board of directors (supervisory board) of a company shall be liable to the company for losses caused to the company by their guilty actions (inaction), unless other grounds and amount of liability are established by federal laws. At the same time, the members of the board of directors (supervisory board) of the company shall not be held liable if they voted against the decision that caused damage to the company, or did not take part in the voting. 3. When determining the grounds and amount of responsibility of members of the board of directors (supervisory board), the usual conditions of business turnover and other circumstances relevant to the case must be taken into account. 4. In the event that, in accordance with the provisions of this section, several persons bear responsibility, their responsibility to the company is joint and several. 5. The company or a shareholder (shareholders) owning in aggregate at least 1 percent of the outstanding ordinary shares of the company shall have the right to apply to the court with a claim against a member of the board of directors (supervisory board) of the company for compensation for losses caused to the company in the case provided for in paragraph 2 of this section.

on the board of directors of a closed joint stock company

1.1. The Board of Directors carries out general management of the Company's activities, with the exception of resolving issues attributed by law and the Charter of the Company to the exclusive competence of the General Meeting of Shareholders.

1.2. By decision of the General Meeting of Shareholders, members of the Board of Directors of the Company during the period of their duties may be paid remuneration and reimbursed for expenses related to the performance of their functions as members of the Board of Directors in the amount established by the General Meeting of Shareholders.

1.3. The Chairman of the Board of Directors performs his duties on a permanent basis. Other members of the Board of Directors exercise their powers as required.

1.4. The following issues fall within the exclusive competence of the Board of Directors of the Company:

1.4.1. Determination of the priority directions of the Company's activity;

1.4.2. Convocation of the annual and extraordinary General Meetings of Shareholders of the Company, except for cases when, in accordance with the law and the Charter of the Company, the General Meeting of Shareholders may be convened in a different manner;

1.4.3. Approval of the agenda of the General Meeting of Shareholders;

1.4.4. Determining the date for compiling the list of shareholders entitled to participate in the General Meeting, and resolving other issues related to the preparation and holding of the General Meeting of Shareholders;

1.4.5. Increase of the authorized capital of the Company by placing shares by the Company within the limits of the number and categories (type) of declared shares;

1.4.6. Placement by the Company of bonds and other securities;

1.4.7. Determination of the market value of property in cases where, in accordance with the law and the Charter of the Company, the obligation to determine the market value of property is imposed on the Company;

1.4.8. Acquisition of shares, bonds and other securities placed by the Company in cases stipulated by law;

1.4.9. Conclusion of an agreement with the General Director;

1.4.10. Determination of the amount of remuneration and compensation paid to the General Director of the Company;

1.4.12. Determination of the amount of payment for the services of the auditor;

1.4.14. Use of the reserve and other funds of the Company;

1.4.15. Approval of the internal documents of the Company that determine the procedure for the activities of the management bodies of the Company, with the exception of documents, the adoption of which, in accordance with the Charter of the Company or the law, is referred to the competence of the General Meeting of Shareholders;

1.4.16. Creation of branches and opening of representative offices of the Company;

1.4.17. Making a decision on the participation of the Company in other organizations, with the exception of making decisions on the participation of the Company in holding companies, financial and industrial groups, and other associations of commercial organizations;

1.4.18. Conclusion of major transactions related to the acquisition and alienation of property by the Company, the subject of which is property, the value of which is from 25 to 50 percent of the book value of the Company's assets as of the date of the decision to conclude such transactions. The decision to conclude major transactions is made by the Board of Directors unanimously. If unanimity is not reached on the issue of a major transaction, it may be submitted for resolution by the General Meeting of Shareholders.

1.4.19. Conclusion of transactions in which there is interest.

1.5. The exclusive competence of the Board of Directors includes submission to the General Meeting of Shareholders for the following issues:

on the reorganization of the Company;
on non-application of the shareholder's preemptive right to purchase shares of the Company or securities convertible into shares;
on determining the form of communication by the Company of materials (information) to shareholders;
split and consolidation of shares;
on the conclusion of transactions in which there is an interest, when, in accordance with the law, this issue falls within the competence of the General Meeting of Shareholders;
on major transactions;
on the acquisition and redemption of the placed shares by the Company in the cases stipulated by this Charter and the law;
on the participation of the Company in holding companies, financial and industrial groups, and other associations of commercial organizations;

1.6. The board of directors has the right to resolve other issues attributed to its competence by law and the Charter of the company. Issues attributed to the exclusive competence of the Board of Directors of the Company cannot be transferred to the decision of the General Director and other officers of the Company.

2.1. Members of the Board of Directors are elected by the annual General Meeting of Shareholders for a period of one year from among the shareholders (representatives of shareholders). Election is carried out in the manner prescribed by law, the Charter and these Regulations. By decision of the General Meeting of Shareholders, elections of the Board of Directors may be carried out by cumulative voting.

2.2. In the election of the Board of Directors, voting for each candidate shall be held separately, unless the General Meeting decides to hold cumulative voting. The candidates who receive the largest number of votes are considered elected to the Board of Directors.

2.3. When conducting cumulative voting, each voting share has a number of votes equal to the total number of members of the elected Board of Directors of the Company. A shareholder has the right to vote on the shares held by him in full for one candidate or distribute them among several candidates for members of the Board of Directors of the Company. The candidates who receive the largest number of votes are considered elected to the Board of Directors.

2.4. Persons elected to the Board of Directors can be re-elected an unlimited number of times.

2.5. The powers of any member of the Board of Directors or all members of the Board of Directors may be terminated early by decision of the General Meeting of Shareholders of the Company.

2.6. If members of the Board of Directors are elected by cumulative voting, the decision of the General Meeting of Shareholders on early termination of powers may be made only in relation to all members of the Board of Directors. After the decision to early terminate the powers of the Board of Directors, a new composition of the Board of Directors must be immediately elected.

2.7. The number of members of the Board of Directors is determined by the General Meeting of Shareholders.

2.8. The Chairman of the Board of Directors is elected by the members of the Board of Directors from among the members of the Board of Directors by a majority vote of the total number of members of the Board of Directors. The General Director of the Company may not be elected as the Chairman of the Board of Directors until he resigns his powers of the General Director.

2.9. The Board of Directors has the right to re-elect its Chairman at any time by a majority vote of the total number of members of the Board of Directors.

3.1. Meetings of the Board of Directors are held as required, but at least once every three months.

3.2. A meeting of the Board of Directors is convened by the Chairman of the Board of Directors on his own initiative, at the request of a member of the Board of Directors, the Audit Commission (Auditor) or the auditor of the Company, the General Director, as well as shareholders (shareholder) - owners of at least 5% of the voting shares of the Company.

3.3. Members of the Board of Directors shall be notified in writing of the appointed meeting of the Board of Directors at least three days before the date of its holding. Notification is carried out by sending registered letters, telegrams, telephone messages. A written notice shall be equated with familiarization against a receipt with the decision of the Chairman of the Board of Directors on the appointment of a meeting. In urgent cases, a meeting of the Board of Directors may be convened immediately without a written notification to the members of the Board of Directors.

3.4. The Chairman of the Board of Directors organizes its work, convenes and presides over meetings of the Board of Directors, organizes the keeping of minutes at meetings, presides over the General Meeting of Shareholders.

3.5. In the absence of the Chairman of the Board of Directors, his functions are performed by one of the members of the Board of Directors of the Company by decision of the Board of Directors.

3.6. Meetings of the Board of Directors are competent if at least half of the elected members of the Board of Directors are present.

3.7. The Board of Directors has the right to make decisions by absentee voting (by poll).

3.8. If the number of members of the Board of Directors becomes less than half of the number stipulated by the Charter, the Company is obliged to convene an extraordinary (extraordinary) General Meeting of Shareholders to elect a new composition of the Board of Directors. The remaining members of the Board of Directors have the right to make a decision only on convening such an extraordinary (extraordinary) General Meeting of Shareholders.

3.9. Decisions at a meeting of the Board of Directors are made by a majority vote of those present. When resolving issues at a meeting of the Board of Directors, each member of the Board of Directors has one vote. The transfer of a vote by one member of the Board of Directors to another member of the Board of Directors is not allowed.

3.11. Minutes are kept at the meeting of the Board of Directors, which is drawn up no later than 10 days after the meeting.

3.12. The minutes of the meeting of the Board of Directors shall be signed by the chairperson of the meeting, who is responsible for the correctness of the minutes.

3.13. The minutes indicate:

place and time of the meeting of the Board of Directors;
issues discussed at the meeting;
the personal composition of the members of the Board of Directors participating in the meeting;
the main provisions of the speeches of those present at the meeting;
issues put to the vote and the results of voting on them;
decisions made by the Board of Directors.

The protocol may also contain other necessary information.

3.14. Members of the Board of Directors arriving at the meeting from another location are reimbursed for travel expenses, living expenses, and daily subsistence allowances.

4.1. Members of the Board of Directors have the right:

represent the Company in relations with other organizations, enterprises, state bodies and institutions and citizens in the presence of a power of attorney signed by the Chairman of the Board of Directors and sealed with the seal of the Company;
receive remuneration for performing the duties of a member of the Board of Directors in the amount established by the General Meeting of Shareholders;
receive any information regarding the activities of the Society in any divisions and services of the Society.

4.2. Members of the Board of Directors also have other rights in accordance with the Charter of the Company and current legislation.

4.3. Members of the Board of Directors are obliged to:

conscientiously treat their duties;
be loyal to the Company;
not to disclose confidential information about the activities of the Company that has become known to them.

4.4. A member of the Board of Directors has no right to establish or participate in enterprises that compete with the Company, unless he has been given permission by the Board of Directors to do so.

4.5. The overlapping of positions by members of the Board of Directors in the management bodies of other organizations (with the exception of public associations, trade unions and political parties) is allowed only with the consent of the Board of Directors.

4.6. Members of the Board of Directors are not entitled to directly or indirectly receive remuneration for influencing decision-making by the Board of Directors or other management bodies of the Company.

4.7. Members of the Board of Directors are liable for damage caused to the Company by their actions.

4.8. The grounds for early termination of the powers of the Chairman and members of the Board of Directors are the following circumstances:

the infliction of material losses on the Company by the actions of a member of the Board of Directors;
damage to the business reputation of the Company;
the commission of an intentional criminal offense;
concealment of their interest in the conclusion of a transaction with the participation of the Company;
dishonest performance of their duties;
violation of the provisions of the Charter of the Company, as well as the norms of the legislation on joint stock companies, including those concerning the circulation of securities issued by the Company;
concealment of information about one's participation in the work of management bodies of other business entities and other legal entities (except for participation in public associations, trade unions and political parties) without the knowledge of the Board of Directors, and in cases directly established by the Charter of the Company and the law - without the knowledge of the General Meeting of Shareholders ;
extracting personal benefit from the disposal of the property of the Company, except for cases when extracting personal benefit is allowed by law, the Charter and other documents and decisions of the Company;
establishment during the period of work on the Board of Directors of business entities and other commercial organizations competing with the Company.

The powers of the members of the Board of Directors may be terminated on other grounds as well.

Please note that other documents have been drawn up and reviewed by lawyers and are approximate, it can be modified taking into account the specific terms of the transaction. The Site Administration is not responsible for the validity of this agreement, as well as for its compliance with the requirements of the legislation of the Russian Federation.