Counting and Audit Commission. Audit Commission of a Joint Stock Company Procedure for Election of the Audit Commission of a Joint Stock Company

"Law and Economics", 2005, N 4

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 shareholders (investors) to exercise control over the activities of the relevant economic company and its management 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. Here 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, article 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 by 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 duties. 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 above provisions of the Civil Code of the Russian Federation, the Law on Joint Stock Companies also allows the regulation (in addition to this Law, other federal laws and legal acts) of relations related to the scope of its application, through the actions of a 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, subparagraph 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 publication by the specified state body of methodological materials and recommendations for resolving this problem. This right is granted to the Federal Financial Markets Service, clause 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.

The audit commission of a commercial organization is a body of control exercised in the interests of its owners. Shareholders of joint-stock companies, participants in limited liability companies, members of production cooperatives and non-profit organizations, along with other rights granted to them by law, have the right to information about a commercial organization and the right to manage it.

The information (materials) subject to mandatory submission to shareholders, participants, members of a commercial organization includes the annual report, the conclusion of the audit commission (auditor) and the auditor based on the results of the annual audit of financial and economic activities, information on candidates for the board of directors (supervisory board) and the audit commission (auditor), draft amendments and additions to the charter or draft charter in a new edition.

In addition, the list of additional information (materials) required to be submitted to shareholders of joint-stock companies in preparation for the general meeting may be established by the Federal Commission for Securities and the Stock Market under the Government of the Russian Federation.

Based on the results of the audit of the financial and economic activities of the company, the audit commission (auditor) of the company or the auditor of the company draws up a conclusion, which should contain: confirmation of the reliability of the data contained in the reports and other financial documents of the company; 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.

Audit commissions, in accordance with the law, must be created in all production cooperatives and business companies (in limited liability companies, provided that the number of participants is more than 15 or if it is provided for by the charter).

The audit commission of any of the listed commercial organizations is created to protect the interests of the owners and is a special body with significant powers, acting along with other bodies of the organization.

The procedure for election, functional powers and activities of the audit commission of a commercial organization are determined by law, however, not all issues of formation, functioning and termination of its powers are disclosed in the legislation. It is advisable to reflect issues not regulated by law in the charter of a commercial organization and its internal local regulatory documents, and in particular in the Regulations on the Audit Commission.

The audit commission of a limited liability company is formed and operates in much the same way as the audit commission of a joint-stock company. The main difference is that if in a joint-stock company the formation of an audit commission is always mandatory, then in a limited liability company it is created without fail only if the number of participants in the company is more than fifteen, or if the formation of an audit commission is provided for by the charter of the company.

Verification of annual reports and balance sheets of business entities is carried out without fail. The conclusion on the results of this check must be presented to the participants, among other materials, when preparing the general meeting. The General Meeting is not entitled to approve annual reports and balance sheets in the absence of an opinion of the audit commission (auditor).

In a production cooperative, in order to control its financial and economic activities, the general meeting of members of the cooperative also elects an audit commission consisting of at least three members of the cooperative or an auditor, if the number of members of the cooperative is less than twenty.

One of the important conditions for observing the principle of independence of the audit commission (auditor) of a cooperative is that its members cannot simultaneously be members of the supervisory board and executive bodies of the cooperative.

The audit commission (auditor) of the cooperative shall inspect the financial condition of the cooperative based on the results of work for the financial year, conduct an audit of the financial and economic activities of the cooperative on behalf of the general meeting of its members, the supervisory board of the cooperative or at the request of at least ten percent of the members of the cooperative, as well as on its own initiative.

Members of the audit commission (auditor) of the cooperative have the right to demand from the officials of the cooperative to submit the documents necessary for verification. The audit commission (auditor) of the cooperative presents the results of its audit to the general meeting of members of the cooperative and the supervisory board of the cooperative.

To check the financial and economic activities and confirm the financial statements, the executive bodies of the cooperative may involve external auditors from among the persons entitled to carry out such activities. Checking the financial and economic activities of the cooperative by auditors is also carried out by decision of the supervisory board of the cooperative or at the request of at least ten percent of the members of the cooperative. In the latter case, the services of the auditor are paid by the members of the cooperative who requested such an audit.

The regulation on the audit commission should be developed in accordance with civil law, including legislation on the appropriate organizational and legal form and the charter of the organization. The regulation should define the status, composition, competence, powers of the audit commission, the procedure for its work and interaction with other management bodies of the company. Taking into account that each organizational and legal form of an organization has its own characteristics, we will consider the issues of the formation and activities of the audit commission in accordance with the Federal Law “On Joint Stock Companies”.

Composition and legal status of the audit commission. To exercise control over financial and economic activities, the general meeting of shareholders elects an audit commission (auditor). Voting may be conducted separately for each candidate for membership in the Audit Commission or by list. The decision to include a specific person in the audit commission is made if the owners (their legal representatives) of more than fifty percent of the company's ordinary shares participating in the meeting voted for him.

The General Meeting may elect a sole auditor or an audit committee consisting of at least three people. The number of committee members must be odd. The Auditing Commission is elected for a period stipulated by the charter of the company, with the right to extend it by decision of the meeting of shareholders.

Both persons from among the participants or employees of the company, and persons who are not its participants or employees can be elected to the audit commission. However, to ensure independence, members of the Board of Directors (Supervisory Board), the General Director (President) of the company, executive directors, members of the Counting Commission, the Chief Accountant and other full-time employees of the accounting service have no right to be members of the Audit Commission.

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.

The audit of the financial and economic activities of the company is carried out based on the results of its work for the year, as well as at any time on 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) of the company owning in the aggregate by at least ten percent of the voting shares of the company.

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.

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

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 and the accounting service.

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 members of the audit commission (auditor) of the company are elected.

Competence of the Audit Commission.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 may be carried out on behalf of a meeting of shareholders, the board of directors, shareholders holding in aggregate at least ten percent of the company's voting shares, and also at any time on the commission's own initiative.

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, repayment 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 board, their compliance with the company's charter and decisions of the shareholders' meeting;

verification of compliance with the property interests of the company when the executive bodies of the company on its behalf make major transactions or transactions in which members of these bodies or other participants in the company have an interest;

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;

legal control over the activities of management bodies, officials of the company, divisions, services, branches and representative offices;

study of the reasons that led to the occurrence of losses from financial and economic activities or the conditions of insolvency (bankruptcy) of the company.

Rights and powers of the audit commission. For the proper performance of 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 a decision on issues within the competence of these management bodies of the company;

convene a meeting of shareholders if 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 governing bodies of the company, its divisions and services the issue of the responsibility of the employees of the company, including officials, in case of violation of the provisions, rules and instructions adopted by the company;

raise before the board of directors (supervisory board) of the company the issue of early termination of the powers of the executive body and officials in case of detection of violations committed by them, as well as in case of revealed incompetence of officials;

raise before the general meeting of shareholders the issue of early termination of the powers of the members of the board of directors (supervisory board) in cases of detection of violations committed by them, as well as their incompetence.

Responsibilities of the audit committee and its members. 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.

If a member of the audit commission ceases to perform his functions during the period of validity of the powers granted to him, he is obliged to notify the board of directors about this one month before the termination of his work as a member of the audit commission. In this case, the meeting of shareholders at its next meeting will follow up on the replacement of a member of the audit commission.

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 opinions, reports, memorandums, messages at meetings of the company's management bodies;

observe commercial secrets, not disclose confidential information to which the members of the Audit Commission have access in the performance of their functions;

require authorized bodies to convene an extraordinary meeting of shareholders in the event of a real threat to the interests of the company.

The Audit Commission shall submit to the Board of Directors (Supervisory Board) no later than ten 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 reflected in the reports and other financial documents of the company;

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 on its own initiative, at the written request of the owners of at least ten percent of the company's ordinary shares or the majority of members of the board of directors.

Meetings of the audit committee. The Audit Commission resolves all issues at its meetings, which 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.

Meetings of the Audit Commission are considered competent if they are attended by at least 50% of its members. 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.

The Audit Commission elects a chairman and a secretary from among its members. The chairman of the commission convenes and conducts meetings, organizes the current work of the audit commission, represents it at meetings of the board of directors, the board of directors, meetings of shareholders, and also signs documents issued on behalf of the audit commission.

The secretary of the audit commission organizes the keeping of minutes of its meetings, communicates the acts and conclusions of the audit commission to the addressees, signs documents issued on behalf of the audit commission.

Early termination of powers of members of the audit commission.A member of the audit commission has the right to withdraw from its composition at any time on his own initiative, notifying the rest of its members in writing. The powers of a member of the audit commission are terminated automatically in connection with his entry into the board of directors, the executive directorate, the liquidation commission or holding the position of general director, chief accountant, employee of the accounting service.

The powers of individual members or the entire composition of the audit commission may be terminated early by a decision of the general meeting of shareholders on such grounds as:

the absence of a member of the audit commission at its meetings or non-participation in its work for six months;

improper study by the members of the audit commission (auditor) during inspections of all documents and materials related to the subject of the audit, which led to incorrect conclusions of the audit commission of the company;

gross or systematic violations by the audit commission of the terms and forms of reports based on the results of the annual audit in accordance with the rules and procedures for maintaining financial reporting and accounting;

commission of other actions (inaction) of the members of the audit commission, which entailed adverse consequences for the company.

In the event that the number of members of the audit commission becomes less than half the number provided for by the charter of the company, the board of directors is obliged to convene an extraordinary general meeting of shareholders to elect a new composition of the audit commission. The remaining members of the audit commission shall perform their functions until a new composition of the audit commission is elected by an extraordinary general meeting.

In case of early termination of the powers of the audit commission, the powers of its newly elected members are valid until the election (re-election) of the audit commission by the annual general meeting following the annual general meeting in a set number of years at which the composition of the audit commission was elected, which terminated its powers ahead of schedule.

In case of early termination of powers of the entire composition of the Audit Commission as a whole, the members of the Audit Commission shall resign after the election of a new composition of the Audit Commission at the next extraordinary or annual general meeting. If the extraordinary general meeting prematurely terminated the powers of the audit commission as a whole or its individual members, as a result of which their number became less than half of the number of members of the audit commission specified in the charter, then within no more than three working days from the date of this decision, the board of directors must make a decision to convene an extraordinary general meeting, including in the agenda an item on the election of a new composition of the audit commission.

The Board of Directors (Supervisory Board) sets the deadline for submitting proposals on candidates to the Audit Commission. The deadline for submitting proposals (bids) should be determined depending on the date of notification of an extraordinary general meeting.

Shareholders who, in accordance with the charter, have the right to nominate candidates to the management and control bodies of the company at the annual general meeting, can make proposals for candidates to the audit commission. The nomination of candidates is carried out in the manner prescribed by the charter for the nomination of candidates to the management and control bodies of the company for election at the annual general meeting.

When an extraordinary general meeting is held in presentia, information on the terms for nominating candidates is included in the text of the message on convening an extraordinary general meeting. The deadline for nominating candidates for election of the audit commission at an extraordinary general meeting held in a mixed form is brought to the attention of shareholders when informing them of the results of the general meeting that prematurely terminated the powers of members of the audit commission, in the manner and within the time limits provided for by the charter for the relevant form of the meeting.

Requirements for early termination of the powers of individual members of the audit commission or its composition as a whole are included in the agenda of the extraordinary general meeting.

Remuneration of members of the audit committee. Submission of recommendations regarding remuneration and compensations paid to the members of the Audit Commission is within the exclusive competence of the Board of Directors. The amount of remuneration is approved annually by the general meeting of shareholders in absolute or relative terms. When approving the amount of remuneration in a relative amount, the specific amount is the average calculated amount determined for each specific period. At the same time, at the discretion of the general meeting, the following can be taken as a base of average size:

a) the minimum wage established by law;

b) the average salary of the company's employees;

c) the average salary of the company's officials;

d) the average amount of remuneration paid to a member of the board of directors.

Remuneration is not paid to members of the audit commission who were absent from half of its meetings over the past six months or who did not participate in its work. The remuneration is paid out of the company's net profit.

According to Article 85 of the Law on Joint Stock Companies, the audit commission exercises control over the financial and economic activities of the company. The Audit Commission acts independently and does not depend in its activities on the company's management bodies. The Audit Commission is not a management body of the company, but its activities are of great importance for the company.

In accordance with articles 85, 48 of the Law on joint-stock companies, article 103 of the Civil Code of the Russian Federation, the audit commission is elected by the general meeting of shareholders.

Members of the audit commission can only be individuals, regardless of whether they are shareholders of the company or not.

The law on joint-stock companies does not establish the term of office of members of the audit commission. However, based on a comprehensive interpretation of Articles 47, 53 of the Law on Joint Stock Companies, we can conclude that the Audit Commission must be annually re-elected at the annual General Meeting of Shareholders, and, therefore, the term of the Audit Commission expires on the day of the next Annual General Meeting of Shareholders society.

If for some reason the audit commission was not re-elected at the annual general meeting of shareholders, then its term of office is considered to have expired and the company must convene an extraordinary meeting to elect a new legitimate body. If the provisions of the charter or internal documents of a joint stock company regarding the terms of office of the audit commission (auditor) contradict the norms of the Law on joint stock companies, then, according to the general rules, the relevant norms of the Law on joint stock companies should be applied (Letter of the Federal Commission for Securities Market dated February 28, 2000 No. IK-07 /883 "On the terms of office of the Audit Commission").

It should be taken into account that subparagraph 9 of paragraph 1 of Article 48 of the Law on Joint Stock Companies establishes that the powers of members of the audit commission (auditor) may be terminated ahead of schedule by a decision of the general meeting of shareholders.

This means that the issues of early termination of the powers of the members of the audit commission (of the entire composition or individual members of the commission) and, accordingly, the issue of electing a new composition of the audit commission of the company can also be resolved at an extraordinary general meeting of shareholders, if this is required by the interests of shareholders who own the number of shares, allowing them to demand the convening of an extraordinary general meeting of shareholders of the company.

The competence of the audit commission is determined by the Law on joint-stock companies and the charter of the company.

According to Article 85 of the Law on joint-stock companies, the audit commission carries out an audit of financial and economic activities.

As a rule, the 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.

According to paragraph 3 of Article 88 of the Law on Joint Stock Companies, the 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.

In addition, an extraordinary audit may be carried out at the initiative of the audit commission of the company, by decision of the general meeting of shareholders, the board of directors of the company, or at the request of a shareholder (shareholders) of the company who owns in total at least 10 percent of the voting shares of the company.

The Code of Corporate Conduct recommends conducting an extraordinary audit of the financial and economic activities of the company no later than 30 days from the date of receipt of the shareholders' request for its conduct or the minutes of the general meeting of shareholders or the board of directors.

In order to prevent unreasonable delay of inspections in the internal documents of the company, the timing of their conduct should be determined. It is desirable that the period of its implementation does not exceed 90 days.

In order to ensure the fulfillment of the duties of the audit commission, paragraph 4 of Article 85 of the Law on Joint Stock Companies establishes the obligation of persons holding positions in the management bodies of the company, at the request of the audit commission of the company, to submit documents on the financial and economic activities 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, approved by the general meeting of shareholders.

The Law on Joint Stock Companies does not provide for the number of members of the Audit Commission. The legislation does not define the necessary quorum for decision-making at meetings of the audit commission of the company. At the same time, in order for decisions to be made truly collegially, it is desirable that the quorum for holding a meeting of the Audit Commission be at least half of the number of elected members of the Audit Commission.

Decisions at a meeting of the audit commission should be made by a majority vote of the members of the audit commission participating in the meeting. The transfer of voting rights of a member of the audit commission to another person, including another member of the audit commission, is not allowed.

The meeting of the audit commission is documented in minutes (paragraph 1 of Article 89 of the Law on Joint Stock Companies).

An important authority is enshrined in paragraph 5 of Article 85 of the Law on Joint Stock Companies, the audit commission (auditor) of the company has the right to demand the convening of an extraordinary general meeting of shareholders.

Shares owned by members of the board of directors 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.

By decision of the general meeting of shareholders, members of the audit commission (auditor) of the company during the period they perform 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.

Based on the results of the audit of the financial and economic activities of the company in accordance with Article 87 of the Law on Joint Stock Companies, the audit commission of the company draws up a conclusion

Joint Stock Company Auditor.

Prior to the publication by the company of the documents specified in paragraph 2 of Article 88 of the Law on Joint Stock Companies, the company is obliged to engage for the annual audit and confirmation of the annual financial statements an auditor who is not connected by property interests with the company or its shareholders.

The involvement of the auditor is carried out regardless of the activities of the audit commission, these bodies do not replace each other.

The auditor (citizen or audit organization) of the company carries out an audit of the financial and economic activities of the company in accordance with the legal acts of the Russian Federation on the basis of an agreement concluded with him.

According to Article 1 of the Federal Law of January 30, 2008 No. 307-FZ "On Auditing":

"Auditing activities, audit - entrepreneurial activities for independent verification of accounting and financial (accounting) statements of organizations and individual entrepreneurs (hereinafter referred to as audited entities)".

The purpose of the audit is to express an opinion on the reliability of the financial (accounting) statements of the audited entities and the compliance of the accounting procedure with the legislation of the Russian Federation. Reliability is understood as the degree of accuracy of financial (accounting) reporting data, which allows the user of this reporting, based on its data, to draw correct conclusions about the results of economic activity, financial and property status of audited entities and make informed decisions based on these conclusions.

An auditor is an individual who meets the qualification requirements established by the authorized federal body and has an auditor's qualification certificate.

An audit organization is a commercial organization that performs audits and provides audit-related services.

Article 7 of the Federal Law of January 30, 2008 No. 152-FZ "On Auditing" establishes cases of mandatory audit:

• 1) the organization has the organizational and legal form of an open joint stock company;
• 2) the organization is a credit organization, a credit history bureau, an insurance organization or a mutual insurance company, a commodity or stock exchange, an investment fund, a state extra-budgetary fund, the source of the formation of funds of which is the mandatory deductions provided for by the legislation of the Russian Federation, made by individuals and legal entities, the fund, sources of formation of funds of which are voluntary contributions of individuals and legal entities;
• 3) the amount of revenue of an organization or an individual entrepreneur from the sale of products (performance of work, provision of services) for one year exceeds 500 thousand times the minimum wage established by the legislation of the Russian Federation or the amount of balance sheet assets exceeds at the end of the reporting year 200 thousand times established by the legislation of the Russian Federation Federation minimum wage.

The general meeting of shareholders approves the auditor of the company. This is the exclusive competence of the general meeting. Shareholders and management bodies are not entitled to initiate an audit (Resolution of the Federal Antimonopoly Service of the Urals District of August 31, 2004 in case No. F09-2836 / 2004-GK).

An agreement is concluded with the auditor on the provision of services for a fee (Article 779 of the Civil Code of the Russian Federation). The conclusion of the contract and the determination of the amount of payment for its services is carried out by the board of directors of the company.

In their activities, auditors are guided by the Federal Rules of Auditing, approved by Decree of the Government of the Russian Federation dated September 23, 2002 No. 696 "On Approval of the Federal Rules (Standards) of Auditing".

Based on the results of the audit, the auditor submits an audit report.

Auditor's report - an official document intended for users of the financial (accounting) statements of the audited entities, drawn up in accordance with the federal rules (standards) of auditing and containing the opinion of the audit organization or individual auditor expressed in the established form on the reliability of the financial (accounting) statements of the audited entity and compliance of the procedure for maintaining its accounting records with the legislation of the Russian Federation.

The conclusion must contain:

• - confirmation of the accuracy of the data contained in the reports and other financial documents of the company;
• - information on the facts of violation of the procedures established by the legal acts of the Russian Federation for accounting and presentation of financial statements, as well as the legal acts of the Russian Federation in the course of financial and economic activities.

The Counting Commission verifies the powers and registers the persons participating in the General Meeting of Shareholders, determines the quorum of the General Meeting of Shareholders, clarifies issues arising in connection with the exercise by shareholders (their representatives) of the right to vote at the General Meeting, clarifies the procedure for voting on issues put to vote, ensures the established procedure for voting and the rights of shareholders to participate in voting, counts votes and sums up the results of voting, draws up a protocol on the results of voting, transfers voting ballots to the archive.

The concept of the audit commission

This is an elected control body of the joint-stock company. Its functions are not in the operational or strategic management of the company, but in the verification of the results of the financial and economic activities of the company.

The procedure for electing the audit commission

The Audit Commission is elected only by the General Meeting of Shareholders.

Members of the Board of Directors and shareholders holding managerial positions in a joint-stock company do not have the right to vote when electing or dismissing members of the Audit Commission.

A joint-stock company may have either an audit commission or an auditor. The law leaves the right of choice to the shareholders, who must reflect their decision in the charter of the company.

Composition of the Audit Commission

The number of members of the audit commission is determined by the charter of the company.

Members of the audit commission cannot simultaneously be members of the board of directors, or hold other positions in the management bodies of the company. Not only a shareholder can be a member of the audit commission. The term for which the members of the audit commission are elected is not determined by law.

In the event of unsatisfactory work of the audit commission, the meeting of shareholders has the right to re-elect both individual members and the entire commission before the expiration of its terms of office.

Organization of the work of the audit commission

The work of the audit commission is directed by its chairman, who is elected from among the members of the commission.

The decisions of the audit commission are valid if at least half of the number of its members take part in its work. In the event that the number of members of the audit commission becomes less than half, the board of directors is obliged to convene an extraordinary meeting of shareholders and hold by-elections or re-elections of members of the audit commission of the company.

The Audit Commission has the right, if necessary, for the purposes of the audit to involve specialists and audit organizations under the contract at the expense of the company's funds.

The procedure for the activities of the audit commission is regulated by the internal documents of the company. This, as a rule, is the Regulation on the Audit Commission, which is recommended to be approved by the general meeting of shareholders.

The results of inspections, as well as all decisions taken by the Audit Commission, are recorded in the minutes of its meetings. The protocol is signed by the chairman and members of the audit commission. In case of disagreement of any of the members of the commission with this or that decision, he has the right to enter his dissenting opinion into the minutes.

The General Meeting establishes the amount and procedure for remuneration of members of the Audit Commission. At the same time, they are paid not only remuneration, but also compensated for expenses during the period of performance of their duties.

Competence of the Audit Commission

The competence of the audit commission is established by law and by the charter. This competence provides the right:

• carry out an audit of the financial and economic activities of the joint-stock company at the end of the year, as well as at any other time;
• require from persons holding positions in management bodies, documents on the financial and economic activities of the joint-stock company;
• demand the convening of an extraordinary general meeting;
• demand a meeting of the board of directors.

The audit of the financial and economic activities of a joint-stock company may be carried out based on the results of the activity for the year, as well as at any time at the initiative of the commission or at the request of a shareholder owning at least 10% of the shares.

Based on the results of the audit of the financial and economic activities of the joint-stock company, the audit commission (auditor) draws up a conclusion, which usually contains:

• confirmation of the reliability of the data contained in the reports and other financial documents of the company;
• information about the facts of violation of the norms and rules of accounting and reporting, as well as violations of legal acts in the course of financial and economic activities.

The competence of the audit commission may include legal control over the activities of the management bodies of the joint-stock company.

Joint Stock Company Auditor

In addition to the audit commission (auditor), the joint-stock company must also have an auditor. Its functions include the verification of the financial and economic activities of the company for its compliance with the legal acts of the Russian Federation.

The auditor is approved by the general meeting of shareholders. The amount of payment for the auditor's services is determined by the board of directors on the basis of an agreement concluded with it.

Audit check is necessary first of all in cases of publication of documents of society. Publication of annual reports, balance sheets, profit and loss accounts, issue prospectuses is carried out only after an audit. Without an audit, the FFMS does not register securities issue prospectuses of joint-stock companies.

The joint-stock company is obliged to provide interested parties with an audit report. Usually, only that part of the auditor's report that contains information about the confirmation of the reliability of the financial statements is provided.