Foreign experience of the corporate secretary and the possibility of its use in Russia

Udachin Nikita Olegovich

So in Australia, has only properly experience of 5 years, as well as having a bachelor's degree in economics and business law officer has the ability to hold the office of the Corporate Secretary. The charter of the American Joint Stock Company said that the Corporate Secretary must have the appropriate knowledge in the stock market, be able to analyze the stock market, have an economic and basic education in the field of corporate law. To hold the position of company secretary in India, the candidate must have a license, the Registrar is obtained after passing certain exams, and they must be in a professional society of corporate secretaries. In India, it is a prerequisite for the adoption of the candidate for the position of Corporate Secretary, in practice, American and British membership in professional societies, corporate secretaries will be a definite positive response in the summary.

Specifically, the requirements for professional knowledge, experience and personal qualities of the Corporate Secretary, vary depending on the characteristics of the company - its size, sector of business, organizational complexity and regional structures.

An important function of the Corporate Secretary is the task of systematically improving the system of corporate governance in the interests of its shareholders.

For the effective implementation of all these tasks need to be assigned to the Corporate Secretary resources: the necessary amount of authority to exercise control, the possibility of solving its tasks in a joint collaboration with staff from other departments, access to information databases.

In fact, its tasks and powers are limited to procedural issues related to the preparation and holding of general meetings of shareholders and the Board of Directors, as well as with the current functioning of the Board of Directors. On the basis of international experience, if a set of functions of the Corporate Secretary is limited to one only the functioning of the Board of Directors, such a position can not be described as corporate secretary.

Together with the work of directors in joint-stock companies and increased attention to the problems of corporate governance in general. Not only big companies need guidance contained in the Code of Corporate Conduct. For small and medium businesses can bring real economic effect: the introduction of the practice of companies of internal control and risk management system, regulation of the procedure, making important management decisions, conducting long-term incentive program management, as well as the exact delineation and definition of powers of government.

But in spite of the control over the activities of management, corporate secretary is not stable with respect to the chain of command and accountability in practice companies. According to the Code of Corporate Conduct of the Russian Federation, the Corporate Secretary is obliged to obey and be accountable to the Board of Directors. The Board of Directors must be offered to the appointment of the Corporate Secretary, as well as approval of certain conditions concluded contract. Similar recommendations are in the Corporate Governance Manual of the International Finance Corporation (IFC), which was determined by the best foreign practice in this area.

The problem of command is not unique, as many British, American and Canadian companies is subject to the corporate secretary or General Counsel or Chief Executive Officer or Chief Financial Officer.

This is subject to a variety of foundation and justification of a wide range of subjects interacting with the corporate secretary. As a result, the situation is formed with a double subordination at least one executive director and the board of directors, which is widespread in practice.

In Russian and foreign companies have formed two models of construction of the Institute of Corporate Secretary: centralized and decentralized. In the first model includes all the basic functions of corporate governance, the concentration of which occurs at the level of the Corporate Secretary and his staff. The essence of the second model are corporate secretary and his staff, only the incoming coordinators and organizers.

The practice of foreign countries shows that the Institute of Corporate Secretaries operates inefficiently in countries where companies are increasingly under the control of management than shareholders. There is no doubt that Russia now is just such a country. This position - one of the main problems in the implementation of the concept of Corporate Secretary in Russia.

References:

1. Magazine "Management of the company," Corporate Secretary: world practice. URL: http://www.zhuk.net/;

2. Magazine "joint-stock company" Institute of Corporate Secretary in Russian companies;

3. Butova T.V. Interaction of civil society with government authorities. Bulletin of the University (State University of Management). 2013. №3. S. 119 - 128.

4. Corporate Governance Code of the Russian Federation;

5. The British Code of Corporate Governance;

6. National Association of Corporate Secretaries. URL: http://nokc.org.ru.