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

Creation of the audit commission and confirmation by it financial reporting society is a must.

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

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

a) the balance sheet;

b) income statement;

c) annexes to them provided for regulations;

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

e) explanatory note.

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

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

Requirements for candidates for members of the Audit Commission.

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

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

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

in joint-stock companies.

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

Election of members of the audit commission

In limited liability companies.

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

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

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

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

In a closed joint stock company.

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

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

In an open joint stock company.

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

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

According to Art. 47 of the JSC Law, it is established that the issue of electing members of the audit commission is classified as one of the issues that, in without fail should be considered at the annual general meeting of shareholders of the company. According to hour. 2 tbsp. 50 of the JSC Law, it is determined that the election of members of the audit commission cannot be carried out in the form of absentee voting.

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

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

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

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

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

To exercise control over the financial and economic activities of the company, the general meeting of shareholders elects an audit commission (auditor). Its main function is to develop an independent opinion about financial procedures and control procedures in the company and bring it to the attention of shareholders.
The number of members of the audit commission, the term of office and its competence are determined by the charter of the JSC. The procedure for the activities of the audit commission is regulated by the regulation on the audit commission (auditor), approved by the general meeting of shareholders.
A member of the audit commission must be independent of the executive bodies of the company and cannot be a member of the board of directors, a member of the executive body, a general director, a member of the counting commission. The Code of Corporate Conduct recommends that only persons with an impeccable reputation be included in the Audit Commission. The charter and internal documents may provide for additional requirements for members of the audit commission, such as knowledge of accounting and reporting.
The Audit Commission has the right to:
— conduct an audit (audit) of the financial and economic activities of the company based on the results of the company's activities a year before the annual general meeting of shareholders;
— conduct extraordinary audits of the financial and economic activities of the company;
— check the accuracy of the data contained in the company's annual report and annual financial statements;
— to demand the convocation of an extraordinary general meeting of shareholders;
— demand a meeting of the board of directors or a collegial executive body to discuss issues within its competence;
— require the management bodies of the company to provide documents on the financial and economic activities of the company and information on transactions in which there is an interest.
The charter of the company may also determine other powers and duties of the audit commission.
The procedure for nominating candidates to the Audit Commission is exactly the same as the procedure for nominating candidates for members of the Board of Directors, the collegial executive body, and candidates for the position of General Director.
The members of the audit commission are elected at the annual general meeting of shareholders by a simple majority of votes.

Audit committee

The Company concludes agreements with the members of the Audit Commission.
The law does not establish the term of office of the audit commission, so it can be elected not only for a term until the next annual meeting, but also for any other term, which, as a rule, is three years.
Due to the fact that the law does not establish the term of office of the audit commission, and also does not contain an indication of the expiration of the term of office of the audit commission on the day of the next annual general meeting of shareholders, the court rightfully refused to recognize the powers of the audit commission as invalid (decree of the Federal Antimonopoly Service of the North-Western District dated June 5, 2002 in case А42-8621/01-13-566/02)*(178).
The Federal Arbitration Court of the North-Western District, having considered in open court the cassation appeal of the Fokker Developments Limited company against the decision dated 01/29/2002 and the decision of the Court of Appeal dated 03/26/2002 of the Arbitration Court of the Murmansk Region in case No. A42-8621 / 01-13- 566/02, installed:
Fokker Developments Limited (the “Company”) applied to Arbitration court of the Murmansk Region with a claim against Olenegorsk Ore Mining and Processing Plant Open Joint Stock Company (hereinafter referred to as OAO Olkon) to invalidate the powers of the audit commission of the company from 06/02/2000 - the day of the annual meeting.
The decision of 29.01.2002 denied the claims.
By the decision of the court of appeal dated March 26, 2002, the decision was upheld.
In the cassation complaint, the Company asks to cancel the judicial acts, to satisfy the claims.
The complainant believes that the court incorrectly applied paragraph 1 of Article 47, subparagraph 9 of paragraph 1 and paragraph 3 of Article 48, Article 85 of the Federal Law "On Joint Stock Companies", Article 103 Civil Code Russian Federation. In addition, the complainant points to the inconsistency of the conclusions set out in the decision with the circumstances of the case and the incomplete clarification by the court of first instance of the circumstances relevant to the case.
Having checked the legality of the contested judicial acts, the cassation instance finds no grounds for their annulment.
The claims of the Company are motivated by the fact that the audit commission of OAO Olkon was elected at the annual general meeting of shareholders for a term of three years. The three-year term of office of the audit commission, although provided for by the charter of the company and the Regulations on the audit commission, is contrary to the provisions of the Federal Law "On Joint Stock Companies".
In accordance with the Federal Law "On Joint-Stock Companies", the audit commission is a management body joint-stock company, exercising control over the financial economic activity society.
According to paragraph 1 of Article 85 of the Federal Law "On Joint Stock Companies", the audit commission is elected by the general meeting of shareholders in accordance with the company's charter. This norm of the law is dispositive, which allows the joint-stock company to independently determine the procedure for electing the audit commission.
In accordance with paragraph 18.1 of the charter of OAO Olkon, the audit commission of the company is elected by the general meeting of shareholders for a period of three years in the amount of seven people.
As seen from the materials of the case, the Audit Commission of OAO "Olkon" was elected at the general meeting of shareholders on May 21, 1999. This solution was not declared invalid in accordance with the established procedure, and equally, the court did not establish that the decision was adopted in violation of the competence of the general meeting or with another material breach legislation. The decision on early termination of powers was not taken by the general meeting of shareholders.
Thus, the powers of the audit commission arose by virtue of the decision of the general meeting of shareholders, adopted in accordance with the charter of the company, and at the time of the decision by the court did not stop.
The complainant believes that the audit commission should be re-elected annually at the annual general meeting of shareholders, since holding the annual meeting and deciding on the election of the audit commission is mandatory by virtue of paragraph 1 of Article 47 of the Federal Law "On Joint Stock Companies" (as amended on 12/26/95) .
This argument was rightfully rejected by the court, since the literal interpretation of the norm of paragraph 1 of Article 47 of the Federal Law "On Joint Stock Companies" does not give grounds for concluding that the audit commission has a one-year term of office.
Since the law does not specifically stipulate the term of office of the audit commission, the term for which it is elected by the general meeting is established by the company's charter on the basis of paragraph 1 of Article 85 of the Federal Law "On Joint Stock Companies".
As a result, the correct interpretation of paragraph 1 of Article 47 of the Federal Law "On Joint Stock Companies" is that the issue of re-election of the Audit Commission may be considered at each annual meeting of shareholders, since the procedure for its election, determined by the charter of the company, does not provide otherwise.
Due to the fact that the law does not establish the term of office of the audit commission, and also does not contain an indication of the expiration of the term of office of the audit commission on the day of the next annual general meeting of shareholders, and the election of the audit commission complies with the charter of Olkon OJSC, the court rightfully refused to recognize the powers audit commission invalid.
The court rightfully concluded that there was no evidence of a violation or infringement of the rights and legitimate interests of the plaintiff. The plaintiff has not proven a violation of his rights to make proposals to the agenda of the annual general meeting of shareholders and nominate candidates to the audit commission. Therefore, the argument of the complaint about the violation of the rights of the plaintiff as a shareholder is not accepted by the cassation instance.
The Court of Appeal rightly rejected the plaintiff's reference to the explanations given in the letter of the Federal Commission for the Securities Market of Russia dated February 28, 2000 N IK-07/883, as not having the force of a normative act and having a recommendatory character.
The cassation instance considers that the court fully and comprehensively examined the circumstances of the case and gave a proper assessment to all the evidence presented by the parties. Since legal acts are subject to application, and not evaluation, the reference of the complainant to the violation by the court of part 1 of article 125 and part 2 of article 127 of the Arbitration Procedure Code of the Russian Federation is untenable.
The cassation appeal is not subject to satisfaction.
By decision of the general meeting of shareholders, members of the audit commission may be paid remuneration and (or) reimbursed for expenses related to the performance of their duties.
In order to streamline the procedure for audits, the board of directors of the company is recommended to approve the regulation on the conduct of audits of the financial and economic activities of the company by the audit commission.
The effectiveness of control over financial and economic activities is enhanced if the audit commission works in close cooperation with the audit committee, including providing the audit committee with full information about its activities, ongoing investigations and conclusions.

The charter of the company may provide for the formation audit commission(election of the auditor) Limited Liability Company (LLC). Clause 6 of Article 32 of the Federal Law of February 8, 1998 No. 14-FZ

In societies that have more than 15 participants, the formation of the audit commission (election of the auditor) of the company is compulsory. Clause 6 of Article 32 of the Federal Law of February 8, 1998 No. 14-FZ

Functions of the audit commission (auditor) of the company, if provided charter of the company, may be carried out by an auditor approved by the general meeting of the company's participants who is not connected by property interests with the company, members of the company's board of directors, with the person exercising the functions of the sole executive body of the company, members of the collegial executive body of the company and the company's participants. Paragraph 2, Clause 6, Article 32 of the Federal Law of February 8, 1998 No. 14-FZ

A member of the audit commission (auditor) of the company may also be a person non-participant society. Clause 6 of Article 32 of the Federal Law of February 8, 1998 No. 14-FZ

Members of the audit commission (auditor) of the companycan not be: paragraph 3, clause 6, article 32 of the Federal Law of February 8, 1998 No. 14-FZ

Audit Commission (auditor) of the company elected general meeting of company members for a period of, definite charter society

Number of members the audit commission of the company is determined charter society.

Regulations on the Audit Commission

Paragraph 2, Clause 1, Article 47 of the Federal Law of 02/08/1998 No. 14-FZ

entitled: Clause 2, Article 47 of the Federal Law of 08.02.1998 No. 14-FZ

• at any time to carry out inspections of the financial and economic activities of the company;
• have access to all documentation relating to the activities of the company;
• demand from the members of the board of directors (supervisory board) of the company, the person exercising the functions of the sole executive body of the company, members of the collegial executive body of the company, as well as from the employees of the company to provide the necessary explanations in oral and written form. These persons are obliged to give the necessary explanations orally or in writing.

Audit Commission (auditor) of the companyobliged: clause 3 of article 47 of the Federal Law of 02/08/1998 No. 14-FZ

• it is mandatory to conduct an audit of the company's annual reports and balance sheets before their approval by the general meeting of the company's participants;
• give opinions on the issues of annual reports and balance sheets of the company.

General meeting of members of the company not entitled approve annual reports and balance sheets of the company in the absence of the conclusions of the audit commission(auditor) of the company. Clause 3 of Article 47 of the Federal Law of February 8, 1998 No. 14-FZ

Operating procedure the audit commission (auditor) of the company is determined charter And internal documents society. Clause 4 of Article 47 of the Federal Law of February 8, 1998 No. 14-FZ

Creation of the audit commission of the joint-stock company

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

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

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

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

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

demand the convening of an extraordinary general meeting of shareholders.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

However, the annual general meeting of shareholders is held in the company, respectively, once a year (clause 1 of Art.

Sample regulation on the audit commission of an LLC

47 of the Law). Consequently, before the annual general meeting of shareholders, shareholders (investors) will not be able to effectively use such a corporate tool as the audit committee.

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

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

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

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

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

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

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

A. Abakshin

Article 85 208-FZ - Audit Commission of the company

1. To exercise control over financial and economic activities, no public society in such a company, an audit commission is created, except for the case if the charter of a non-public company provides for its absence. In a public company, an audit commission is created if its presence is provided for by the charter of the public company. The election of members of the audit commission of the company being created is carried out taking into account the specifics provided for by Chapter II of this Federal Law.

By decision of the general meeting of shareholders, members of the audit commission of the company during the period of performance of their duties may be paid remuneration and (or) reimbursed for expenses related to the performance of their duties.

The amounts of such remunerations and compensations are established by the decision of the general meeting of shareholders.

1.1. The provisions of the charter of a non-public company on the absence of an audit commission or on its creation only in cases provided for by the charter of such a company may be provided for at its establishment or included in its charter, amended and (or) excluded from its charter by a decision adopted by the general meeting of shareholders unanimously all shareholders of this company.

2. The competence of the audit commission of the company on issues not provided for by this Federal Law is determined by the charter of the company.

The procedure for the activities of the audit commission of the company is determined by the internal document of the company, approved by the general meeting of shareholders.

3. Audit (audit) of the financial and economic activities of the company is carried out based on the results of the company's activities for the year, as well as at any time on the initiative of the audit commission of the company, the decision of the general meeting of shareholders, the board of directors (supervisory board) of the company or at the request of the shareholder (shareholders) of the company holding in the aggregate at least 10 percent of the voting shares of the company.

4. At the request of the audit commission of the company, persons holding positions in the management bodies of the company are required to submit documents on the financial and economic activities of the company.

5. The audit commission of the company has the right to demand the convening of an extraordinary general meeting of shareholders in accordance with Article 55 of this Federal Law.

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

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

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

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

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

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

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

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

The Audit Commission has the right to check:

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

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

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

the correctness of the balance sheet, reporting documentation For tax office, statistical authorities and bodies government controlled;

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

The Audit Commission is obliged to control:

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

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

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

The competence of the Audit Commission includes the analysis financial position company, its solvency, liquidity of assets, ratio of own and borrowed money; identification of reserves for improving the economic condition of the enterprise and the development of recommendations for management bodies.

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

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

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

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

and holding meetings of the Audit Commission;

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

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

The procedure for electing members of the Audit Commission is established by the General Meeting of Shareholders.

It may be similar to the procedure for electing members of the Board of Directors.

Candidates for the commission at the meeting may be proposed:

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

persons nominated by the shareholders.

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

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

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

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

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

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

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

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

The Audit Commission is obliged to start the scheduled annual audit no later than one month before the General Meeting. Status being checked Money and property of the company, relating to the report and balance of books, accounts, documents, all office work of the company, and also analyzes the plan of the company's activities for the next year.

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

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

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

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

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

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

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

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

shareholders.

The Audit Commission has the right to demand

personal explanation from any employee of the company,

including any officials, on matters

within its jurisdiction.

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

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

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

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

If a serious threat to the interests of the company arises or abuses committed by the company's officials are revealed, the members of the Audit Commission are obliged to demand the convening of an extraordinary meeting of shareholders.

Members of the Audit Commission are required to comply with trade secret, not to disclose confidential information to which they have access in the performance of their functions in accordance with their competence.

Election of the audit commission (auditor)

The audit commission (auditor) is elected general meeting of shareholders(as a rule, annual) in accordance with the charter (clause 1 of article 103 of the Civil Code of the Russian Federation, subparagraph 9 of clause 1 of article 48 and clause 1 of article 85 of the JSC Law), and this issue cannot be submitted for consideration other governing body. Features of the election of the control body when creating a company (within the framework of the establishment or reorganization) were studied by us earlier (see 5.1 and 9.1 of the textbook).

The law does not establish special requirements to the quantitative composition of the commission (for control functions can be performed by one person - the auditor), but imposes requirements on its personnel . Members of the audit commission (auditor) cannot simultaneously:

• a) be members of the counting commission (clause 2, article 56 of the JSC Law);
• b) be members of the board of directors (supervisory board);
• c) hold other positions in the management bodies of the company (paragraph 1, clause 6, article 85 of the JSC Law). In the literature, one can come across a point of view, according to which we should talk about any positions in the administrative apparatus of society (M. Yu. Tikhomirov). It seems, however, that, proceeding, as noted, from the formal (narrow) understanding of the term "management" by the legislator, it would be illegal for a member of the audit commission (auditor) to hold positions only in the board of directors (supervisory board) and executive bodies of the company. By the way, the issue is resolved similarly in relation to limited and additional liability companies (only the Law on LLC clearly prescribes other positions - the sole executive body and members of the collegial executive body). Another thing is that, since "... in the administrative apparatus of the company there are always quite a lot of persons who, by the nature of their work, carry out financial and economic activities, which should be the object of attention of the commission", "... in the charter it is possible to expand the list of positions, whose employees should not be elected to the commission, so that it does not turn out that they check themselves.

The election of auditors is one of those issues voting on which is not carried out by all owners of voting shares. Shares owned by members of the board of directors (supervisory board) or persons holding positions in the management bodies of the company cannot participate in voting when electing members of the audit commission (auditor) (paragraph 2, clause 6, article 85 of the JSC Law). It is necessary to pay attention to the fact that the above norm imposes restrictions only during voting, but not at the stage of nominating candidates. All of the above requirements for the composition of the commission and the procedure for voting when it is elected are intended to ensure the independence of auditors from the company's management bodies.

The law does not specify whether persons who are not shareholders have the right to be members of the audit commission (auditor). It is currently generally accepted approach, according to which they can be any natural persons - both shareholders and others. Here, however, one should support I.Sh.

The corporate law also does not directly define term of activity audit commission (auditor). The Federal Securities Commission of Russia tried to solve this problem by systematically interpreting the provisions of the JSC Law: it explained that, based on Art. 47, 53 of the law, the audit commission must be annually re-elected at the annual general meeting of shareholders and, therefore, its term of office expires on the day of the next annual general meeting of shareholders; if for some reason the audit commission was not re-elected at the annual meeting, then its term of office is considered to have expired and the company must convene an extraordinary meeting to elect a new legitimate body (clauses 2, 3 of the letter of the Federal Commission for Securities of Russia dated February 28, 2000 No. IK-07 /883 "On the terms of office of the Audit Commission"). But it should be taken into account that this clarification is not of a normative nature, but is only the opinion of a state body.

A different point of view prevailed in the literature and in practice before the publication of this letter from the Federal Securities Commission of Russia: since the law does not limit the term of office of auditors in any way, it is quite possible to elect an audit commission (auditor) for a period exceeding one year. Now the dominant position is similar to the opinion of the FCSM of Russia. Nevertheless, in our opinion, there are quite weighty circumstances that do not allow us to solidarize with him with full confidence, in particular:

• a) Art. 53 of the JSC Law refers to the right of shareholders to nominate candidates not only to the audit commission, but also, for example, to the collegial executive body. Nevertheless, the idea of ​​a one-year term of office of this executive body does not occur to anyone;
• b) if the term of office of the audit commission expires on the day of the annual general meeting of shareholders, as in the case of the board of directors (supervisory board), then why the legislator (whose reasonableness is assumed) included this provision in the law only in relation to the board of directors (supervisory board) ?

It seems that there is a long overdue need to introduce an addition to the Law on Joint-Stock Companies that clearly establishes the term of office of the audit commission, while it is advisable to take the approach formulated by the Federal Securities Commission of Russia as a basis.

Section: Corporate Governance

Alexey Sonin, Director of the Russian Institute of Internal Auditors,
member of the board of directors International Institute internal auditors (The Institute of Internal Auditors)

Regulations on the audit commissions of joint-stock companies were formulated in the Federal Law on joint-stock companies back in 1995, and since then they have not undergone any significant changes. Today, there are all the prerequisites for amending the joint-stock legislation in terms of the activities of audit commissions, which is dictated by the need to bring it into line with the principles corporate governance and the realities of the day.

Audit commissions and corporate legislation

In accordance with paragraph 1 of Article 85 of the Federal Law "On Joint-Stock Companies" (hereinafter referred to as the Law on Joint-Stock Companies), joint-stock companies elect an audit commission whose task is to conduct an annual audit of the financial and economic activities of the company and prepare an appropriate report for the general meeting of shareholders. At the same time, the audit commission has the right to conduct inspections at any time on its own initiative, as well as by decision of the general meeting of shareholders, the board of directors (supervisory board) of the company or at the request of the shareholder (shareholders) of the company owning in total at least 10 percent of the voting shares of the company (Clause 3 of Article 85 of the JSC Law). The law does not limit the competence of the audit commission - the company has the right in its charter to determine other functions performed by the audit commission.

It should be noted that the audit commission has very broad powers under the law, which is natural, since the commission is intended to be an instrument of control over the activities of the company by shareholders. Thus, the audit commission has the right to demand the convening extraordinary meeting shareholders, and persons holding positions in the management bodies of the company are required to submit documents on the financial and economic activities of the company at the request of the audit commission. At the same time, the shareholders themselves determine in the charter of the company the competence of the audit commission on issues not provided for by the JSC Law. The procedure for the activities of the audit commission of the company is determined by the internal document of the company, approved by the general meeting of shareholders.

The most significant factor influencing the role of the audit commission as a control body is its right to directly access the owners by convening a general meeting, as well as the right to require the company's officials to provide documents on the financial and economic activities of the company.

A significant limitation is that the Law on JSC, while allowing audit commissions to become a control body independent of the executive management, nevertheless, did not introduce the requirement for the mandatory independence of the members of the commission from the executive management. Indeed, the JSC Law imposes a restriction on the composition of the audit commission - members of the board of directors and persons holding positions in the management bodies of the company (paragraph 6 of Article 85) cannot be members of the commission - but at the same time, employees of the company itself, as well as persons who are not such, but in one way or another dependent on the executive management.

Another problem in the work of audit commissions is the lack of a mechanism for current control over their activities, since, in accordance with the law, the audit commission is accountable exclusively to the general meeting of shareholders, which, for obvious reasons, does not meet so often. The same circumstance leads to a very limited ability of the audit commission to influence the company's activities in real time.

On the practice of activities of audit commissions

In practice, which has been established for quite a long time, audit commissions in very many cases represent a formal structure created only to comply with the requirements of the JSC Law. Such commissions do not carry out real work, and the main function of their members is to endorse the conclusions prepared by the financial and accounting department for the general meeting of shareholders. This is due to a number of objective factors.

1. In accordance with the law, the audit commission should be an instrument of shareholders' control over the activities of the joint-stock company and, above all, over the activities of the executive management. But as practice shows, the shareholders themselves do not feel the need for audit commissions. This is confirmed by the fact that the composition of many audit commissions is formed entirely from the company's employees or with a predominance of the company's employees, which naturally makes them dependent on the company's executive management. The meaning of the functioning of the audit commission formed in this way becomes not entirely clear.
2. In Russia, the functions of owning and managing a business are still very often combined in one owner-manager. When managing a company, the owner has enough tools to control its activities precisely as the head of the company, and does not feel the need for the activities of the audit commission. In recent years, there has been a tendency for owners to move away from the operational management of companies and move them to boards of directors. For these owners, the audit commission as an instrument of control over the activities of the company is also of no interest, since strategic management and control is exercised by the owners through the boards of directors.
3. An exclusive feature of the competence of the audit commission is its right to check the activities of all management bodies of the joint-stock company, and not just the executive management. This means that the Audit Commission controls the decisions and procedures of both the General Meeting of Shareholders and the Board of Directors. Formally, this raises the status of the audit commission and makes it a potentially very influential body of control over a joint-stock company. However, the very situation in which the board of directors acts against the interests of controlling shareholders is relatively rare for Russian joint-stock companies and, in any case, should be resolved in ways other than using the audit commission as a tool for controlling the board of directors.
4. The Audit Commission could be in demand for joint-stock companies, the ownership structure of which is characterized by the presence of both majority and minority shareholders. For such joint-stock companies, the key contradiction is not the contradiction between the shareholders and the executive management, but the contradiction between the majority and minority shareholders. However, the existing procedure for electing the audit commission does not allow minority shareholders to control the activities of the audit commissions - the audit commission is under the control of the majority shareholders, while remaining unclaimed by them.
5. The possibilities of the audit commission to influence the situation in the joint-stock company are very limited, since the commission is accountable exclusively to the general meeting, which in normal conditions is rarely collected. Operational control over the activities of the executive management of a joint-stock company in accordance with the JSC Law is carried out by the board of directors of the company, elected by the general meeting. The presence of another control body, placed in accordance with the law above the board of directors, but not having the ability to act promptly, leads to the parallel existence of two control bodies designed to protect the interests of shareholders, one of which, as a result, turns out to be ineffective and redundant.
6. Members of the audit commissions in many cases are employees of other organizations, which makes it impossible for them to be involved at the proper level in the affairs of the audited organization. This leads to the fact that the quality of the work of the audit commission is very far from the desired.

On the other hand, there are quite a few companies whose members of the audit commissions are professionals. the highest level, and the audit commissions themselves perform a large amount of work and bring real benefits to shareholders. But such commissions are rather an exception to the rule.

What's in the future?

It seems to us justified to give shareholders more freedom in choosing the structure of control bodies by abolishing the obligation to create audit commissions. At the same time, shareholders can weigh all the pros and cons of one or another approach and choose the control structure that suits them best, taking into account the principles of corporate governance.

The Code of Corporate Conduct (hereinafter referred to as the Code), developed by the FCSM, speaks of the need for a joint-stock company to have a board of directors and recommends creating audit committees in the boards of directors, as well as forming a control and audit service (service internal audit), accountable to the board of directors (audit committee of the board of directors). At the same time, the role of the audit commission in the Code is actually reduced to audits performed in parallel with audits conducted by the control and audit service (internal audit service).

Here the question arises whether it makes sense to transfer to the audit commission some of the functions performed by the board of directors, namely the function of control over the activities of the executive management of the company. And is it not justified to assign to the audit committee the responsibilities that are usually assigned to the audit committee of the board of directors. (In other words, can the audit commission play the role and fulfill the tasks of the audit committee?) After all, in accordance with the law on joint-stock companies, its competence can be expanded by defining the functions performed in the company's charter.

From our point of view, the answer to both questions is negative. Firstly, the function of control (supervision) over the activities of the company's management (which is performed by the board of directors) and the function of direct verification of activities (which is performed by the audit commission) are completely different functions that require the fulfillment of a different set of conditions. Secondly, the audit committee is not an independent control body, but is a working body of the board of directors, endowed with part of the powers of the board; at the same time, the audit committee must consist of members of the board of directors, while members of the audit commission cannot be members of the board of directors.

The internal audit service can become a control body that is capable of performing the tasks solved by the audit commission. These services are becoming more widespread in Russian joint-stock companies. The presence of an internal audit service makes it possible to put on a systematic basis the work on checking the financial and economic activities and the system internal control and prompt response to detected shortcomings/violations.

Thus, it is possible to build a logical and effective control structure in a joint-stock company. The general meeting elects a board of directors empowered to oversee the activities of the executive management on behalf of the shareholders. The tool of the board of directors (audit committee of the board of directors) is the internal audit service, which carries out various checks and allows the board of directors to maintain a sufficient degree of independence from management in obtaining information about the company's activities. For its part, the board of directors (audit committee), as a body representing shareholders, contributes to ensuring the maximum degree of independence of the internal audit service from the executive management of the company. At the same time, the work on checking the financial and economic activities of the joint-stock company, performed by the audit commissions, is part of the work of the internal audit service. Such a structure will, on the one hand, correspond to the realities of today's business, and on the other hand, meet the requirements stock exchanges both Russian and foreign.

In our opinion, the time has come to initiate appropriate amendments to corporate legislation.

1.1. This provision has been developed in accordance with the Federal Law "On Joint Stock Companies" on the basis of the current legislation and the charter of the joint stock company. The regulation determines the status, composition, competence, powers of the audit commission, the procedure for its work and interaction with other management bodies of the company.

2. LEGAL STATUS OF THE AUDIT COMMISSION

2.1. To exercise control over the financial and economic activities of the company, the general meeting of shareholders in accordance with the charter of the company elects an audit commission (auditor) of the company.

2.2. The competence of the audit commission (auditor) of the company on issues not provided for by the Federal Law "On Joint Stock Companies" is determined by the charter of the company. The procedure for the activities of the audit commission (auditor) of the company is determined by the internal document of the company (regulation) approved by the general meeting of shareholders.

2.3. The audit (audit) of the financial and economic activities of the company is carried out based on the results of the company's activities for the year, as well as at any time at the initiative of the audit commission (auditor) of the company, the decision of the general meeting of shareholders, the board of directors (supervisory board) of the company or at the request of the shareholder (shareholders) a company holding in the aggregate at least ___% of the voting shares of the company.

2.4. At the request of the audit commission (auditor) of the company, persons holding positions in the management bodies of the company are required to submit documents on the financial and economic activities of the company.

2.5. The audit commission (auditor) of the company has the right to demand the convening of an extraordinary general meeting of shareholders in accordance with Article 55 of the Federal Law "On Joint Stock Companies".

2.6. Members of the audit commission (auditor) of the company cannot simultaneously be members of the board of directors (supervisory board) of the company, as well as hold other positions in the management bodies of the company. Shares owned by members of the board of directors (supervisory board) of the company or persons holding positions in the management bodies of the company cannot participate in voting when electing members of the audit commission (auditor) of the company.

3. COMPOSITION OF THE AUDIT COMMISSION

3.1. The Audit Commission is elected by the Shareholders' Meeting. Voting is carried out separately for each candidate for membership in the Audit Commission. The decision to include a specific person in the audit commission is made if the owners (their legal representatives) of more than ___% of the company's ordinary shares participating in the meeting voted for him.

3.2. The audit committee consists of at least three people. The number of committee members must be odd. The Audit Commission is elected for a period of two years with the right to extend it by decision of the meeting of shareholders.

3.3. They are not allowed to be members of the audit committee. CEO(President) of the Society, executive directors and chief accountant.

4. COMPETENCE OF THE AUDIT COMMISSION (AUDITOR)

4.1. The Audit Commission (Auditor) carries out regular checks and audits of the financial and economic activities and current documentation of the company at least once a year. Inspections can be carried out on behalf of the meeting of shareholders, the board of directors, shareholders holding in the aggregate not less than ___% of the voting shares of the company, as well as own initiative commissions.

4.2. When performing its functions, the Audit Commission performs the following types of work:

• verification of the financial documentation of the company, conclusions of the property inventory commission, comparison of these documents with primary accounting data;
• verification of the legality of concluded agreements on behalf of the company, transactions, settlements with counterparties;
• analysis of the compliance of accounting and statistical accounting with existing regulations;
• verification of compliance with the established standards, rules, GOSTs, TU, etc. in financial, economic and production activities;
• analysis of the financial position of the company, its solvency, liquidity of assets, ratio of own and borrowed funds, identification of reserves for improving the economic condition of the enterprise and development of recommendations for the management bodies of the company;
• checking the timeliness and correctness of payments to suppliers of products and services, payments to the budget, accruals and payments of dividends, interest on bonds, repayments of other obligations;
• verification of the correctness of the company's balance sheets, reporting documentation for the tax office, statistical authorities, government bodies;
• verification of the legitimacy of decisions taken by the board of directors and the management board, their compliance with the company's charter and decisions of the shareholders' meeting;
• analysis of decisions of the meeting of shareholders, making proposals for their change in case of discrepancies with the legislation and regulations of ministries and departments.

5. RIGHTS AND POWERS OF THE AUDIT COMMISSION

5.1. In order to properly perform its functions, the Audit Commission has the right to:

• receive from the management bodies of the company, its divisions and services, officials all the documents requested by the audit commission, materials necessary for its work, the study of which corresponds to the functions and powers of the audit commission. These documents must be submitted to the Audit Commission within five days after its written request;
• require authorized persons to convene meetings of the management board, board of directors, meetings of shareholders in cases where the identification of violations in production, economic, financial, legal activities or a threat to the interests of the company require decisions on issues within the competence of these management bodies of the company;
• convene a meeting of shareholders in cases where violations are detected in production, economic, financial, legal activities or there is a threat to the interests of the company;
• demand personal explanations from the employees of the company, including any officials, on issues that are within the competence of the audit commission;
• engage on a contractual basis in their work specialists who do not hold regular positions in the company;
• to raise before the managing bodies of the company, its subdivisions and services the question of the responsibility of the employees of the company, including officials, in case of violation by them of the provisions, rules and instructions adopted by the company.

6. DUTIES OF THE AUDIT COMMISSION AND ITS MEMBERS

6.1. When conducting audits, the members of the audit commission are required to properly examine all documents and materials related to the subject of the audit. Members of the audit commission bear responsibility for incorrect opinions, the extent of which is determined by the meeting of shareholders.

6.2. If during the period of validity of the powers granted to him, a member of the Audit Commission ceases to perform his functions, he is obliged to notify the Board of Directors of this one month before the termination of his work in the Audit Commission. In this case, the meeting of shareholders at its next meeting replaces the member of the audit commission.

6.3. The Audit Commission is obliged to:

• timely bring to the attention of the meeting of shareholders, the board of directors, the management board the results of the audits and inspections carried out in the form of written reports, memorandums, messages at meetings of the company's management bodies;
• observe commercial secrets, not disclose information that is confidential, to which the members of the audit commission have access in the performance of their functions;
• demand from authorized bodies convening an extraordinary meeting of shareholders in the event of a real threat to the interests of the company.

6.4. The Audit Commission submits to the Board of Directors (Supervisory Board) no later than ___ days before the annual meeting of shareholders a conclusion on the results of the annual audit of the financial and economic activities of the company, which should contain:

• confirmation of the reliability of the data contained in the reports, and other financial documents society;
• information on the facts of violation of the procedure for maintaining accounting records and presentation of financial statements established by legal acts of the Russian Federation, as well as legal acts of the Russian Federation in the course of financial and economic activities.

Unscheduled audits are carried out by the audit commission at the written request of the owners of at least ___% of the company's ordinary shares or the majority of members of the board of directors.

7. MEETINGS OF THE AUDIT COMMISSION

7.1. The Audit Commission decides all issues at its meetings. Meetings of the audit commission are held according to the approved plan, as well as before the start of the audit or audit and based on their results. A member of the audit commission may demand the convening of an emergency meeting of the commission in case of detection of violations that require an urgent decision of the audit commission.

7.2. Meetings of the Audit Commission are considered competent if they are attended by at least ___% of its members.

7.3. Each member of the committee has one vote. Acts and conclusions of the audit commission are approved by a simple majority of votes of those present at the meeting. In case of equality of votes, the vote of the chairman of the audit commission is decisive. Members of the audit commission, in case of their disagreement with the decision of the commission, have the right to record a dissenting opinion in the minutes of the meeting and bring it to the notice of the management board, board of directors and the meeting of shareholders.