The activities of the corporate secretary: a comparative analysis of Russian and foreign practice

Dunaeva Anastasia Igorevna

In Russia, the Institute of Corporate Secretaries in companies began to develop in the 90s. This was facilitated by the beginning of the placement on foreign stock markets of securities of Russian diggings. In preparation for such a placement, the company guided in its activities received international experience of corporate governance related to the formation of the Institute of Corporate Secretary.

In accordance with the Russian Corporate Governance Code for the efficient functioning of organs and officers of the company, to ensure their rights and interests is an important criterion for their compliance with the procedures established by the legislation, charter and other internal documents of the company. Particular attention is paid to compliance with the order of preparation and holding of the general meeting of shareholders, the board of directors, storage, disclosure and provision of information about the company, as non-compliance with the above procedures, there is most of the violations of the rights and interests of shareholders.

Effective enforcement of these procedures can provide only a standing person who is qualified and does not combine its operations with the performance of other functions in society. Such person is the corporate secretary of the company, which ensures compliance with the bodies and officials of procedural requirements, guaranteeing the rights and interests of the Company.

Russia lags far behind their foreign partners, public organizations - the National Association of Corporate Secretaries (NACO) - was founded in the summer 2011 objectives of the establishment Knox are the formation of the Institute of Corporate Secretaries in Russian economic societies, associations assist members in carrying out the functions of corporate secretaries, support professional and career development of members of Knox. For best results data professional associations contribute to the future of the corporate secretary in the organization of full-time study with the issuance of a license to work in this profession, as well as organize research, training, seminars and conferences. All this allows for a more efficient functioning of the institute of corporate governance.

Often, membership in these voluntary associations is one of the conditions for corporate secretaries. In some countries, such as India and Singapore, in order to take this position, you must join the professional community of Corporate Secretaries / Secretaries of the company pass the necessary exams and have a license. According to section 286 of the UK Companies Act, corporate secretary of a public company is obliged to be a member of one of the professional communities - the Institute of Chartered Accountants, the Institute of Chartered Secretaries and Administrators and others. These requirements help to ensure the necessary level of competence for the job seeker.

Moreover, it should be a reliable person with high self-organizing, with diplomatic skills, ability to work in difficult and stressful situations and have good communication skills. That is why the training and the creation of well-functioning of the Institute of Corporate Secretary in our country is a priority for both members of the professional community, and for the companies themselves.

From the practice and experience of foreign countries can be seen that the question of qualification of the Corporate Secretary is one of the most important, as it affects the future of the company. In countries such as Britain and Canada Corporate Secretary is usually the person who has experience in the legal field, as well as engaged in performing the functions of legal consultant. But as we know from the practice of such positions overlapping leads to a conflict of interest. Corporate Secretary, as a lawyer may not disclose information which became known to him, for example, from the company - customer. However, his duty is to protect the interests of shareholders, as well as the identification of irregularities and illegal acts in relation to society.

List of 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;