Resolution of the RF Government No 44, dated January 23, 2003, approved the Regulation on the order of managing the federally – owned shares of open joint stock so cieties as well as using a special right of the Russian Federation to participate in the man agement of open joint stock societies (the “golden share”). It replaced the RF Government Resolution “On the Order of Appointing and Functioning of the Russian Federation Repre sentatives in the Management Bodies and the Auditing Committees of Open Joint Stock Societies Set up in the Process of Privatization Whose Shares are in Federal Ownership and with Regard to Which a Decision Was Taken on Using a Special Right for Participation of the Russian Federation in Controlling them (the “golden share”)”. The text of this docu ment also contains mention of two more lists of the respective joint stock societies.
In the first place, this is a special list of separate joint stock societies, duly approved by the RF Government, with regard to which the respective position of the state as a share holder is determined by the decision of the RF Government itself, its Chairman or by the Deputy Chairman of the RF Government, acting on his instructions, for the following mat ters:
• submission of questions into the agenda of the general meeting of the shareholders and nominating prospective candidates to be elected to the respective management bodies, the auditing or to the accounting commissions of such joint stock society;
• demanding convening of an extraordinary general meeting of the shareholders and ac tual convocation of such extraordinary general meeting of the shareholders;
• voting on the agenda items of such general meeting of the shareholders and appoint ment of the representative for voting at the general meeting of the shareholders.
It is not quite clear from the document whether this list is sufficiently identical to that of the open joint stock societies in accordance with which nomination of prospective can didates to the Board of Directors, to the Auditing Committee as well as to the OJSS execu tive bodies, should the solution of such questions be referred by its Charter to the compe tence of the shareholders general meetings, appointment of respective representatives of the Russian Federation for voting at the said general meetings with shares being in the ownership of the Russian Federation, replacement of those Board of Directors (the Obser vation Council) members who represent the interests of the Russian Federation – these all were performed by the RF Government in accordance with its Resolution No 195, dated March 7, 2000, which adoption of the said Resolution under consideration automatically made invalid.
Apart from this particular list, the document also contains mention of a special list (to be approved by the RF Government) of the joint stock societies taking into account the re Section 4.
Institutional and Macroeconomic Challenges spective estimations of such basic finance and economic indicators, including the volume of earnings, the cost of the fixed assets, the balance profits for the respective period of ac counting, their share in the market of commodities (services) having a strategic signifi cance for ensuring the defense ability and security of the state, and other relevant eco nomic indicators. It was logically assumed that, having got the necessary approvals from both the federal bodies of executive power and the RF Ministry of Federal Property (MFP), the RF Ministry of State Property (Minimushestvo) shall direct to the RF Government the respective proposals on making changes in and introducing amendments to such. Al though it remains not quite clear yet how exactly this list, once again mentioned in the said Resolution of the RF Government, dated January 23, 2003, should correlate with that of the strategic joint stock societies which, in accordance with the 2001 Law on Privatization, must be duly approved by the RF President which was the case not later than in the August of 2004. No information on approving by the RF Government of any lists of the respective joint stock societies in accordance with the said Resolution of 2003, was then available.
According to the information of the Minimushestvo Press – Service on February 3, 200416, the state moved forward as candidates to the Boards of Directors (the Observation Councils) and the Auditing Committees, 43 Russian companies with the respective state participation: the “ALROSA” CJSS, the “Iliushin Finance Co” OJSS, the “KamazAZ” OJSS, the “Finance leasing company” OJSS, the “N.I. Sazykin Progress Arseniev aviation com pany” OJSS, the “Molot Viatka – Poliansk Machine building Plant” OJSS, the “Kovrov Elec tro mechanical plant” OJSS, the “S.A. Zverev Krasnogorsk plant” OJSS, the “Vympel In terstate Shareholding Corporation” OJSS, the “Elara Cheboksar Research and Production Instrumental Plant” OJSS, the “Amber Baltic Ship – Building Plant” OJSS, the “Amur Ship – Building Plant” OJSS, the “Irkutskenergo” OJSS, the “Nefteotdacha Russian Inter – Indus try Complex” OJSS, the Iliushin Inter – State Avia construction company” OJSS, the “Aerocosmic Equipment Corporation” OJSS, the “M.L. Mill Moscow Helicopter Plant” OJSS, the “Tupolev” OJSS, the “Aviadvigatel” OJSS, the “Ulan Ude Aviation Plant” OJSS, the “Academician V.P Glushko NPO Energomash” OJSS, the “Saturn Scientific and Pro duction Trust” OJSS, the “Avtodizel” OJSS (the Yaroslavl motor plant), the “Moskvich” OJSS, the “Tver Carriage – Building Plant ” OJSS, the “Motorostroitel” (Samara) OJSS, the “Khimprom” (Volgograd) OJSS, the “S. Ordjonikidze Kolchugin Non Ferrous Metals Pro cession” OJSS, the “Novorossyisk Bakery Combine” OJSS, the “Novoship Novorossyisk Sea Steamship Lines” OJSS, the “Murmansk Sea Steamship Lines” OJSS, the “Enisei River Steamship Lines” OJSS, the “Volga – Fleet Shipping Company” OJSS, the “Novoros syisk Sea Commercial Port” OJSS, the “Murmansk Sea Commercial Port” OJSS, the “Tuapse Sea Commercial Port” OJSS, the “Krasnoyarsk Avialines (KrasAir)” OJSS, the “Domodedovo Avialines Company” OJSS, the “Koltsovo Airport” OJSS, the “Rosagroleas ing” OJSS, the “Rosgosstrakh” OJSS, the “Rosselkhozbank” OJSS, the “Russian Bank of Development” OJSS.
After the reorganization of the RF Government in the spring of 2004, the RF Ministry of Property Relations in the system of the state administration bodies was replaced with the Federal Agency for Federal Property Administration (FAFPA). But on the whole, a tran sition to the three – level system of the power bodies took place within the administrative framework at the federal level: ministries – agencies – services. As to the FAFPA, it went under the jurisdiction of the RF Ministry of Economic Development and Trade (MEDT). This all indeed stimulated a new spiral of the legislative norm setting in the sphere of the state property administration.
www.rosim.ru RUSSIAN ECONOMY in trends and outlooks The Resolution of the RF Government No 738, dated December 3, 2004, approved the new Regulations on managing the federally owned shares of open joint stock societies (OJSS) and using a special right for participation of the Russian Federation in such man agement of the open joint stock societies (the “golden share”). But although this docu ment replaced a similar one approved by the former Cabinet of Ministers (Resolution of the RF Government No 44, dated January 23, 2003) it did not any significantly differ from its predecessor, its main provisions being as follows.
Rights of the OJSS shareholders, whose shares are in the federal ownership of the Russian Federation, shall be exercised in the name of Russia by the Federal Agency for Federal Property Administration (FAFPA). It is this governance body which implements with regard to the respective OJSS (with the exception of those all voting shares of which are in the federal ownership)17 submission of questions to the agenda of the shareholders meet ings, nomination of candidates to the respective governance bodies, moving forward de mands to convoke and to actually conduct an extraordinary general meeting of sharehold ers, appointment of the respective representative (duly issuing the letter of attorney) for voting at the said general meeting of shareholders, determining the position of the state as a legitimate shareholder with regard to matters contained in the agenda for the said gen eral meeting of shareholders.
The official position of the Russian Federation as a legitimate shareholder with regard to matters contained in the agenda of the said general meetings of shareholders, shall be reflected in the respective written directives issued by the FAFPA to the officially appointed representative for voting at the said general meetings of shareholders, which acts on the basis of the written directives and the letter of attorney issued by the said Federal Agency for Federal Property Administration.
The legitimate rights of the state, as a legal shareholder, shall be exercised by the FAFPA proceeding from the following three category classification of all the OJSS with a federal share in the respective capital:
• in the joint stock societies included in the said special list, as approved either by the respective federal ministry or by the respective federal body of executive power duly authorised to manage state property, whose activities are controlled either by the RF President or by the RF Government (hereinafter called as the “Federal Body”)18;
• in the joint stock societies included in the said list of the strategic joint stock societies as approved by the RF President (hereinafter called as the “Strategic List”)19, except for those joint stock societies which are included in the said special list on the basis of pro posals made by the respective federal agency under the federal ministry (hereinafter called as the “Federal Agency”) or under the respective Federal Body;
• in other joint stock societies – independently but should the said Federal Agency or the said Federal Body make duly executed proposals with regard to determining the shareholder position, then – with due account taken of such proposals.
Be such a case, the authority of the general meetings of shareholders is then exercised by the FAFPA and decisions of the general meetings shall be duly executed by its respective Instructions. At that, inapplicable become the legal norms con cerning the procedure, time terms, convocation and actual conducting of the said general meetings of shareholders. Should such an OJSS be included in the special list, as officially approved by the RF Government, then the position of the state as a legal shareholder, shall be determined by the corresponding Decision of the RF Government, the Chairman of the RF Gov ernment or by the respective Deputy Chairman of the RF Government acting on the instructions of the latter.
With regard to the joint stock societies included in the said special list: should the respective federal ministry have the said Federal Agencies under it, then such proposals as presented to the FAFPA for each particular matter, shall reflect a consoli dated position of both such federal ministry and the respective Federal Agency under it.
Approved by the RF President on August 4, 2004, No 1009.
Institutional and Macroeconomic Challenges Should the federal ministries, agencies or other respective federal bodies have any proposals on convening and/or conducting such extraordinary general meetings of share holders then they shall direct such proposals to the FAFPA not later than twenty (20) days prior the assumed date. In case the agenda of such extraordinary general meeting of shareholders includes questions connected with re election of members of the Board of Directors or of the OJSS Observation Committee, then such time – terms will comprise thirty (30) and forty (40) days, respectively.
The above proposals are to contain sufficiently precise formulations of the questions which are subject for entering in the agenda of the extraordinary general meeting of shareholders, those for consequent decisions on such as well as proposals concerning the format of conducting such extraordinary general meeting of shareholders. The said pro posals shall be submitted along with some explanatory note containing a reasonable justi fication for entering such proposal in the agenda and the materials necessary for the re spective decision making. When proposing to include into the agenda of the said extraordinary general meeting of shareholders the question on changing the composition of the respective governance bodies, the auditing and the accounting committees, pre sented also must be respective information on the prospective candidates to be elected to the said governance bodies, the auditing and the accounting committees of the said joint stock society (official references from the personnel departments of the candidates’ pre vious jobs).
The preparation procedure for the annual general meting of the shareholders clearly implies that the respective federal ministry (body or agency) shall direct to the FAFPA its proposals with regard to questions to be entered in the agenda of the meeting and the candidates to be elected at the said general meeting to the respective governance bodies, the auditing and the accounting committees prior to December 1 of the year preceding the one when the said annual general meeting of shareholders is to be conducted.
The said proposals shall contain the position as regards voting for or against the mat ters suggested, formulations of decisions to be taken; attached should also be the ex planatory note, the necessary materials and the respective information on the candidates to be elected to the said governance bodies, the auditing and the accounting committees of this particular joint stock society (official references from the personnel departments of the candidates’ previous jobs).