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What is the difference between a CEO and a director? Powers, rights and obligations, the procedure for appointment and dismissal. What the CEO Should Know

In the article it will be possible to learn about the official duties of the general director of a limited liability company. What rights does he have, and what requirements are placed on him, his responsibility and the main points in the appointment.

Key points

The official who holds the highest-ranking administrative position in a commercial organization is called the CEO (President). The board takes place within the framework of the law in force on the territory of the Russian Federation.

Based on the Charter adopted by the founders of the company, the duties of the general director of the LLC are aimed at financial and economic, as well as at production and economic activities in the interests of the company.

The Board of Founders or the founder appoints to the post of General Director, as well as dismisses from it, any of the members of the Society or any other suitable individual. The General Director reports directly to the founders of the Company.

By accepting this position, the manager agrees to an irregular work schedule.

The rest of the top-level employees are subordinate to the general director ( Chief Accountant, executive director and others).

The period when the General Director is absent from work, his duties are performed by the Deputy, who is an employee of the Company, holding leadership position. Job Responsibilities LLCs are within the scope of his authority, while, assuming the position of CEO at the time of replacing the head, he takes full responsibility for the company.

Guided by the CEO: Charter, regulations and employment contract solely in the interests of a limited liability company.

Duties of the CEO

The duties of the CEO of the LLC are as follows:

Develops and approves staffing, service instructions for LLC employees, provides experienced personnel.
Regulates the interaction of various divisions of the Company, ensures the execution of assigned tasks and manages economic activity and financial, resolves issues of the company at the level of legislative rights assigned to the position.
Monitors the implementation of legal orders for the activities of the Company within the framework of the Law of the Russian Federation and on the basis of documents, participates in the preparation of documents for obtaining a license or renewing it, for the implementation of the Company's activities under the Charter.
Delegates part of the authority to the heads of other departments, while retaining the ability to control their actions.
Monitors the provision of the Society with the necessary property and its safety.
Controls the implementation of the decision adopted by the Board of Directors of the Company.
Supervises the performance of official duties, internal normative documents LLC employees, if necessary, takes measures to eliminate violations.
Acts in the interests of the Company in court, organizes the organization of accounting, monitors the compilation or draws up the necessary reporting forms.

Functions

The coordinated functions lie on the shoulders of the CEO:

Monitor the observance of legality in the actions of the Company.
In accordance with the Charter, manage the activities of the Company (economic and financial).
Implement decisions of the Board of Directors of the Company.
To act in the interests of the Company, organizing effective cohesive work of all structures and developing strategically beneficial plans for the Company.

Rights of the CEO

The rights and obligations of the general director of an LLC are closely intertwined and carry the following:

Act in the interests of the Company without a power of attorney in various instances (state, third-party organizations).
Maintain, compile, sign documentation within the limits of the authorized right.
Ability to open bank accounts.
Cancel and conclude contracts on behalf of the Company.
Manage property and financial means LTD.
Take out on everything general meeting issues not related to the competence of the CEO.
Cut and hire.
Issue powers of attorney.

In case of violations or positive achievements in work - to impute disciplinary and liability or reward the employee.

Structure of the service instruction

Applying the instruction to the position, the employee responsible for the fulfillment of his obligations has the right to choose a specific structure according to which it will be drawn up. Basically, the job description has the following sections:

Basic provisions.
Functions.
Responsibilities at the job level.
Rights.
A responsibility.

For a more detailed analysis and formation of an official instruction for the CEO, it is advisable to take into account the employment contract, the company's Charter and legislative acts. You can use special directories, which spell out the duties of the General Director of an LLC.

Job Requirements

The main requirements for the official duties of the General Director of an LLC:

Employable personality.
Availability higher education(economic, legal or professional).
Have at least five years of work experience (as a manager).
Own a PC at the level of a confident user.
Work experience that matches the professional activities of the company.
Understand tax, civil, environmental, labor laws.
Be aware of market conditions.

Among the job responsibilities of the CEO of an LLC for a resume, it is worth paying attention to some points in particular. Professional work experience, acquired skills, knowledge and realized achievements for the benefit of the company in a previous job.

The duties of the assistant to the general director of an LLC have a narrower specificity, which is reflected in job description. The main requirements for which are:

reporting directly to the CEO;
also belongs to the management team;
appointed to the position and dismissed according to the order of the General Director.

In free form. Higher education is a must, as is work experience. Knowledge in certain areas at the discretion of the CEO.

Material liability

On the basis of the Labor Code of the Russian Federation article 277 general manager The company bears full financial responsibility for the damage caused to the company. Losses incurred by the company due to the actions of the head are compensated in accordance with the rules civil code the CEO himself.

All cases that entail material liability are prescribed by law. The calculation also takes place within the framework of the norms adopted by law.

Tax Liability

The General Director is not the subject of tax offenses, therefore, is not liable under these articles. Usually they are the chief accountant of the enterprise.

Criminal liability

Having committed crimes against the right and freedom of a citizen or any economic crime, the General Director, under the Criminal Code of the Russian Federation, is punishable by a fine and imprisonment. Depending on the severity of the crime, there are:

a small fine of up to 300 thousand rubles. and imprisonment up to 7 years;
a large fine in excess of 300 thousand rubles, and imprisonment for up to 12 years.

Administrative responsibility

Responsibility of an administrative nature rests with both the legal entity and the general director of the LLC. This type of violation is established by the Code of Administrative Offenses or the laws of the constituent entities of the Russian Federation.

Depending on the degree of the offense of an administrative nature, the following penalties are imposed:

a fine of up to 5 thousand rubles. ( entrepreneurial activity without a license, selling goods or providing services without a check);
the average fine is from 5 thousand rubles. up to 30 thousand rubles (inadequate quality of goods or services, unfair competition);
large fines from 30 thousand rubles. and above (violation fire safety, attracting foreign citizens is not within the law).

Currency fraud is the most punishable (fines can exceed 200 thousand rubles).

Appointment procedure

Appointment to the position of General Director of an LLC takes place after a decision is made on the election to the position by the founders of the Company. If there is only one owner, then he decides to accept the position of the General Director.

Before concluding an agreement with the General Director, it is necessary to check for possible violations in the appointment procedure, the correctness of the paperwork.

Before appointing a person not from among the employees, it is worth checking whether he performed the main duties of the general director of the LLC at the previous place of work or was generally included in the register of disqualified persons (contact tax service with a request).

In order to avoid disputes, it is advisable to follow the procedure for appointing the general director of an LLC.

After checking the selected person for disqualification, you can proceed to registration:

drawing up a protocol on appointment;
conclusion of an employment contract;
signing the order on taking office;
issuing an order for admission to the organization, which will reflect the duties of the general director of the LLC;
notification of the Federal Tax Service on the appointment of a new head.

There is no standard form of an employment contract, so it is drawn up arbitrarily.

The founders of the board of directors appoint a new employee of the organization. The choice is made by protocol or decision.

In the case when the founder of the LLC is one person, he has the right to manage and manage the work of the company. The main condition is that the appointment to the post of General Director takes place on initial stage and this should be reflected in the decision of the sole owner. Information about the general director must be entered into the Unified State Register of Legal Entities.

The procedure for taking office is the same as with more than one founder. Except that the sole proprietor himself signs the order and concludes the employment contract.

The duties of the general director of an LLC are quite voluminous, therefore, before offering yourself for such a position, it is worth assessing your capabilities adequately. Knowing what a great responsibility the CEO bears, weigh your priorities and if everything says yes, then the main thing is to follow the instructions when appointing to a position and try to act within the law.

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The activities of the general director of the OJSC are aimed at increasing the funds used in circulation. Ensuring annual profits for subsequent distribution as dividends among all shareholders is also within the scope of his professional interests. The share of each shareholder is determined on the basis of an approved decision taken by the general meeting of shareholders.

The procedure for appointing the General Director of JSC

The only body authorized to appoint a person to the specified position is the General Meeting of Shareholders (GMS). One of the members of the board of directors (BD) of the JSC is entitled to apply for this vacancy. The charter plays an important role here. legal entity. It is assumed that the chairman of the board of directors may be the general director. Mandatory contract is concluded with the person appointed to this position. It sets out the rights and obligations of the parties. All provisions of the contract are approved by a collegial decision of the general meeting of shareholders.

Contract Rules

The last point deserves special attention. Often shareholders ignore it. Lawyers say that there is no rule of direct action regulating this issue. Despite this, it is better to approve all the requirements and nuances of the contract in advance. This will make it possible to control the effectiveness of the work of the general director of the JSC to a greater extent. Separately, the contract prescribes the limits of competence, rights and obligations.

The order and amount of remuneration are stipulated in the document. Do not miss the list of grounds for early termination of the contract in the document. In the event that the State Duma cannot (or is unable to) permanently or temporarily execute job responsibilities, a repeated meeting of the members of the board of directors is necessary. Their task is to choose an interim interim. In the event that a temporary inability to perform direct official duties has grown into a permanent one, the board of directors at the next meeting raises the issue of appointing a new general director.

Features of termination of the concluded contract

In the event that a person appointed to this position is removed from it by a decision of the board of directors, he is obliged to submit a report on the work done. This is done within the time frame specified in the contract signed by him.

The task of the Board of Directors is to transfer to the General Director certain rights necessary for the performance of direct official duties.

All instructions and orders of the General Director are binding on all company personnel. Legislation does not allow the board of directors to limit the powers of this position. At the same time, the board of directors may make a proposal to recall the general director.

His duty is to strictly implement the decisions approved by the general meeting of shareholders. All actions on behalf of the public joint-stock company the leader performs without a power of attorney. He has the right to represent the interests of a legal entity at domestic and international venues. In addition, the State Duma manages the property and funds of the company. The procedure for this is regulated by the charter and decisions of the general meeting.

Throughout its activities, the manager issues orders and makes decisions regarding the operational activities of the company. Responsibility for the execution of the decisions of the General Director is assigned to the Board. With the obligatory agreement with the head, the Board appoints the members of the board.

The CEO is one of the most important and responsible positions. However, sometimes it is not clear to us what duties, rights and responsibilities a given person has. And finally, what about the functions of the CEO? All this we will analyze in the article below.

Who is the CEO?

The general director is the head of the production and economic sphere of an organization, enterprise. It is important to note the aspect - despite its broad powers, this is not the actual owner of the company, but employee. The owner of such corporations is the board of founders, the meeting of shareholders. The position is characterized by a large and widespread degree of responsibility:

For the efficient use and overall safety of the company's property.
For all the decisions he made and their consequences.
For the results of the organization, enterprise in the financial and economic aspect.

The main function of the General Director is the overall management of the production and economic activities of the company. The position is characteristic of any big company, joint-stock company. Both in Russia and around the world, it is one of the most paid, promising and motivating.

From the history of the position

For the first time such workers appeared in Russia in the 18th century. Managers of industrial factories had duties similar to those of the general director. Their functions were similar to the functions of the general director of an LLC - responsibility for the administrative, financial, and production part. At the same time, the managers were also just hired workers.

Requirements for a specialist

To occupy a high position - appropriate requirements. Here are the points that a person who performs the functions of a general director must comply with:

Availability of specialized higher education corresponding to the main activity of the enterprise, firm - legal, economic, technical, etc.
Experience in a leadership position. Typically at least 2 years.
Experience in the field to which the main activity of the corporation belongs.
Excellent knowledge of regulatory and legislative acts that are related to the performance of the functions of the General Director.
Confident product ownership modern technologies- PC, messengers, Email, professional programs and so on.

General provisions of the job description

Let's present the main provisions from the document regulating the activities of the CEO:

The main path of the worker is the management of economic and production and economic financial activities companies.
In his actions, the CEO relies on the legislative acts of the Russian Federation, internal normative documentation, the charter of the organization or enterprise, as well as the employment contract and job description.
Full responsibility official extends to the results of his decisions, the effective use and preservation of the property of the company, the economic and financial results of its work.
Directly reports to the meeting of shareholders, the board of directors.
During the absence of the General Director at his post, his functions are temporarily performed by an employee holding a different managerial position, by order of the Board of the company.
In his activities, the official is guided by the following: all-Russian legislative acts, the charter of the corporation, internal regulations, internal labor regulations, decisions of the board of directors and the general meeting of shareholders, as well as other regulatory rules of the company.

Functions of the CEO

The content of this section largely depends on the specifics of the company's activities. But the general, main functions of the CEO are as follows:

financial management, chores companies in accordance with the adopted charter.
Such an organization of the activities of the entire structure, which allows you to effectively use the work of all its branches.
Ensuring compliance with the law in the functioning of an organization or enterprise.
Timely and complete implementation of the instructions of the founders, the board of directors, shareholders (depending on the form of organization of activities).

Duties of an official

We continue to analyze the functions and responsibilities of the CEO. The latter include the following:

Management of the company's activities - financial and economic.
Organization of the work of the entire structure in such a way that each of its "cogs" brings a certain result for the system.
Responsibility for the fulfillment of the entire list of obligations of the organization to creditors.
Ensuring the preparation of the required reporting forms, as well as the organization of accounting.
Issuance of orders, taking measures for the appearance on the balance sheet of the company of all the property necessary for the activities.
Ensuring the safety of the property of a corporation, firm.
Issuing orders, taking measures to provide the enterprise, organization with qualified workers and employees.
Ensuring the interests of the company in legal proceedings.
Implementation of a set of measures to monitor compliance by employees with official duties, regulatory documents of the organization, necessary all-Russian legislative acts.
Work on monitoring the implementation of decisions of the meeting of shareholders, the board of directors.
Providing reports, publications and other information on the company's activities audit commissions, board of directors, meeting of shareholders.

Functions of the CEO of an LLC

Let's talk in more detail about the financial and economic head of a limited liability company. The decision on his appointment is the prerogative sole member LLC or general meeting of founders.

When changing officials, the participation of the former general director is not required. The new official will be an applicant to the Federal Tax Service, where such a change is registered.

The functions of the CEO here resonate with the general ones - for an enterprise, a joint-stock company, a large corporation:

General management of the structure.
Representative of the company in its interaction with third parties.
With his visa, he enters into force contracts, accounting reports, and other important documentation.
The right of the first signature of the whole series of payment documents.
In some cases, it has the sole right to sign bank payment papers.
At its own discretion, issues powers of attorney to officials who represent the interests of the LLC entrusted to it in various areas.
Certifies his signature at the bank where the current account of the company is opened.

Manager's rights

We have analyzed what functions the CEO performs. It is also important to know the list of rights on which it is based labor activity:

Compile and sign documentation within the limits of their competence.
Make decisions within the powers of the CEO.
Represent the interests of the entire company in dealing with other organizations.
Terminate and conclude on behalf of the entire company, corporation, contractual documents - economic, labor, etc.
Open bank accounts for the company credit institutions.
Approval (sign, approve) the company's staffing table, rules of procedure labor day and other local (internal) structure documents.
Perform operations as in cash, and with the property of an organization or enterprise.
Hire and fire workers and employees.
Engage employees to various types responsibility - disciplinary, administrative, etc.
Determine the accrual system, the procedure for payment, the amount of wages and other forms of material incentives for employees.
Prepare and submit a number of issues for general discussion by the board of directors, the meeting of shareholders.

Responsibility of an official

In addition to the rights, duties, functions, the general director of the enterprise also has prescribed standards of responsibility. According to the law, they can be as follows:

Responsibility to the company both for their actions and inaction, which led to losses, additional costs.
Responsibility for disclosure of data containing commercial, official secrets.
Responsibility for negligent, untimely, incomplete performance of duties, functions of the general director of the company, as well as for failure to do so.

Wage level

One of the most elusive characteristics is that you cannot predict the level of your income if you take the chair of the CEO. It is only known that in Russia the minimum wage such a person - 60 thousand rubles a month. On average, the official income of the CEO is about 250 thousand rubles a month. The topmost numbers can be quite sky-high for a mere mortal.

However, not everyone who is closely familiar with the level of responsibility of this person will aspire to occupy such a position. The high level of remuneration of the CEO is justified by his enormous responsibility for the results of his own decisions. This post is occupied by professionals, armed with many years of experience in management and work in the company's specialization, talented and risk-taking managers, educated, responsible people.

Related positions

The CEO of a large enterprise is a very responsible position, associated with the performance of a variety of functions. Why a manager often needs an assistant with a little less authority or in their whole team.

The following positions are usually introduced:

Deputy, chief assistant. The main functions of the Deputy General Director are comprehensive work with personnel, fulfilling the duties of the latter in case of unforeseen situations.
CFO. Responsible for the economic field of activity, cash flow.
Commercial Director. His element is promotion, marketing, sales department, as well as logistics.
Executive Director. Another responsible post. His prerogative is financial and administrative control, interaction with subcontractors, suppliers, organization of the document flow process.

Thus, the CEO is one of the most promising, highly paid salaried positions. Its essential feature is a high degree of responsibility both for one's own decisions and for the overall results of the company's activities.

Most often, when they see signs with the inscriptions "general director", "executive director" or "chairman of the board of directors", people think that this is "anyway", and "general" for solidity. Unfortunately, sometimes even start-up entrepreneurs who draw up the articles of association, for example, limited liability companies, do not know how an executive director differs from a general director.

In fact, there are differences and they are quite significant. In order not to look misunderstood (or even worse, funny), you need to know this difference in order to correctly name the corresponding position. Sometimes there are smile-inducing positions, such as CEO.

Before defining the difference between a CEO and an executive, let's look at what they have in common. First, both lead a team of subordinates. Secondly, both are accountable to a higher authority, and also bear responsibility to it. Finally, thirdly, both can be appointed and removed from office by the owner of the enterprise. Appointment and dismissal procedures are usually clearly written in the company's charter, contract, job description.

CEO

The phrase "general director" implies that there is a "director" in his subordination. The structure of large enterprises often provides for the positions of financial director, director of personnel, production, and so on. In this case, the head of the enterprise (company, organization) is the general director who heads the management of the company. It is he who is responsible for the activities of the entire organization. His position is fixed by an order that establishes the structure of the enterprise, as well as functional responsibilities top managers assigned to him.

The terms of reference of the CEO are described in more detail in his job description and contract. When a large diversified enterprise is established, this position is fixed by the charter.

When creating a limited liability company, the supreme body is the general meeting of participants. Russian legislation quite broadly interprets the name of the company's participants who have a share in the authorized capital.

Executive Director

The executive director can manage the enterprise, both as a whole and its individual divisions. It all depends on the size of the organization, its functions and purpose. Let's consider such situations in more detail.

In the event that the general director heads the board of participants (founders) of a limited liability company, then the executive director manages the operational activities of the enterprise. That is both the general director and the executive director are responsible to the owner. The difference in this case is not significant, but lies in the legal wordings fixed by the constituent documents.

In the case of a large structured enterprise, between the CEO and executive director the differences are quite significant. Let's consider this using the example of an enterprise that is headed by a general director, and along with other directors, there is a production director in his subordination. The latter is not responsible for:

the financial position of the enterprise as a whole;
correct payment of taxes, financial discipline;
accounting, legal support activities of the organization;
errors in marketing policy, raw material supply;
use of the organization's assets;
for the development of internal acts, the structure of the organization;
for interaction with self-government bodies and federal authorities.