It is quite noteworthy in this connection that, apart from general provisions and schemes applied with regard to the cases where all the voting shares belong to the Rus sian Federation, “The Regulations on Implementing the Rights of the Russian Federation as a Shareholder”, approved by the Order of the RF Ministry for Property Relations No 260, dated November 26, 2001, have five (5) supplements each of them including various lists of the respective joint stock societies (see Table 2).
Table Structure and content of the supplements to the “Regulations on implementing the rights of the Russian Federation as a shareholder”, the year of Direction of No of Regulating norms regulation Splnt 1.Candidatures for General Director and Auditing Committee mem Order of introducing bers require approvals of the RF Government only.
by the Russian Fed 2. The schedules of sending to the said business societies letters with eration of questions questions for the agenda and candidatures to be approved by the to the agendas of respective Deputy Ministers, apart from the dispatch data, also con shareholders yearly tain data of sending the said proposals to the RF Ministry of Property meetings and pro Relations* (hereinafter called as “Ministry”) and to the RF Govern posing candidates to ment.
the governance and bli l b di It is not quite clear why all these enterprises and business associations were not included in the said list of the respective FPUEs although 21 such enterprises were confirmed to be PUEs. Probably, the state or unitary enterprises of the Federal property subjects are also meant here but no direct indication of that can yet be found in the said document.
Institutional and Macroeconomic Challenges public control bodies 1. Candidatures for the Board of Directors require approvals of the (Art. 2) RF Government only.
2. The schedules of sending to the said joint stock societies letters 2 with questions for the agenda and candidatures to be approved by the respective Deputy Ministers, apart from the dispatch data, also contain data of sending the said proposals to the Ministry and to the RF Government.
1.Candidatures for the Board of Directors members require approv als of both the RF Government and the Administration of the RF President.
2. The schedules of sending to the said joint stock societies letters with questions for the agenda and candidatures to be approved by 3 the respective Deputy Ministers, apart from the dispatch data, also contain data of sending the said proposals to both the Administration of the RF President and the RF Government.
3. The said letter to the RF Government must contain a copy of the official approval of the candidatures for the Board of Directors mem bers by the Administration of the RF President.
Order of initiating by the Russian Federa Moving forward candidatures for the Council of Directors member tion of the extraordi ship, the Auditing Committees and General Directors requires the nary meetings of respective approvals by the RF Government and (or) the Administra shareholders and tion of the RF President (apart from Moving forward candidatures for moving forward, be 1 3 the Council of bodies which are responsible for coordinating and such a case, of can regulating in the corresponding industries [hereinafter called as didatures from the “Federal bodies”] as well as executive power bodies of the subjects Russian Federation of the Federation on whose territory such joint stock societies are for the bodies of gov situated).
ernance and public control (Art. 4).
Letter of attorney from the Ministry to vote at the shareholders’ meet ings is issued only on the basis of the RF Government’s individual Order of ensuring decisions on appointing these representatives. Draft projects of such participation of the decisions are sent by the Ministry to the RF Government, as a rule, Russian Federation within five (5) days since the appointed day of the said shareholders’ representatives in the meeting but not later than ten (10) days since the date it has been respective share conducted. The proxy of the Ministry for voting at such shareholders’ holders’ meetings meeting is issued on the day of the RF Government’s respective deci (Art. 5).
sion but provided it was taken less than five (5) days prior to the date of such shareholders’ meeting.
RUSSIAN ECONOMY in trends and outlooks 1. Should the agenda of such shareholders’ meeting contain the question of electing the General Director, then, simultaneously with the draft project of the RF Government’s directives, a respective let ter of the Ministry shall be sent to the Administration of the RF Presi dent with proposals as to the order of voting for this particular matter as well as with official mention that the said directives shall in this case be approved by the RF Government.
2. Subject to respective approvals of the RF Government and the Administration of the RF President are also directives of the Ministry to the representatives of the Russian Federation concerning the question of electing the General Directors of the respective economic societies. The corresponding draft projects of the said directives shall be sent to the RF Government and to the Administration of the RF President fifteen (15) days prior to the appointed date of such meet 3 ing. Attached to the said draft projects of the directives must be the filled in questionnaire form of the prospective candidate, and should it be his/her re nomination, then data on his/her activities as the General Director during the previous period, brief reasoning for his/her election, the appointed date for conducting such meeting as well as information on the quantity of the voting shares of such joint stock society duly belonging to the Russian Federation.
In cases, when the necessary approvals of the RF Government and/or the Administration of the RF President were not yet received one (1) week prior to the appointed date of the respective sharehold ers’ meeting, then the said directives of the Ministry on the matter of electing the General Director shall be issued on the day when the required approvals of the RF Government and the Administration of the RF President are received in the Ministry – separately from direc tives of the Ministry for any other matters.
The order of voting is approved as determined in the RF Govern ment’s respective directives The order of ensuring participation of the No in absentia voting of the Ministry is permitted at any extraordinary Russian Federation in meetings of shareholders convoked either as requested by the Minis the respective share try or directly by the Ministry itself provided that their elected format holders’ meetings in permits to vote both direct and in absentia.
the format of voting in absentia (Art. 6).
1. The economic efficiency indicators, as presented by the respective federal bodies, shall be within three (3) days directed for considera tion by the Ministry’s branch structures to the respective structure of the Ministry which is responsible for the financial monitoring of the respective enterprises and JSS, to be accordingly considered with due account taken of a number of respective materials.** Order of sequences 2. Should any differences arise with the respective federal bodied as in the annual forecast to whether these be removed (or not) by the respective Deputy Minis activity results of 5 ter provided they have been preliminarily approved by the First Dep such business soci uty Minister, then such final decisions shall be taken on the basis of ety’s activities in the which they approve the respective indicators of the business soci year come (Art. 8).
ety’s economic efficiency.
3. Structural units of the Ministry shall ensure (not later than April 1) daily direct to the respective joint stock societies letters requesting them to send a number of the necessary documents*** to both the respective federal bodies and the Ministry itself (not later than June 1).
Institutional and Macroeconomic Challenges 1.Based on the proposals of the federal bodies which were sent prior to March 1, the forecast of dividend returns for the year to come is annually compiled prior to April 15. Dividends thus forecasted, are Order of sequences cited by the federal bodies separately for each of the joint stock so in preparing annual cieties included in Supplement 5.
proposals for divi 2. In case of any censorious remarks as to the amount of the divi dend returns to the dends with regard to some joint stock societies (included in the said Draft project of the Supplement 5), the respective branch structures of the Ministry shall Russian Federation specify the position of the said federal body. Should any principle budget for the year to differences are found, then the respective Deputy Ministers shall be come (Art. 9). informed about such within a one day period and further on the said branch structures shall be guided by their respective directives. The final decision in such cases shall be taken by the respective Deputy Ministers provided it has been approved by the First Deputy Minister.
1.Based on the proposals from the respective federal bodies (made prior to November 1), the forecast of the expected dividend returns for the year to come shall be specified annually prior to December 1.
Order of sequences Such forecast dividends are shown separately for each of the respec in preparing to prac tive joint stock societies which are included in the said Supplement 5.
tically implement the 2. According to the results of the respective considering the propos expected dividend 5 als offered by the federal bodies, the branch structures of the Minis returns as planned by try compile more specified forecasts of dividend returns for the year the budget of the to come and then direct them (prior to November 20) to the respec Russian Federation tive structural unit of the Ministry which is responsible for financial (Art. 10).
monitoring of the respective enterprises and joint stock societies.
The said forecast dividends are shown separately for each of the joint stock sosieties duly included in Supplement 5.
1.Based on the federal bodies proposals which came prior to Febru Order of sequences ary 1, the respective Deputy Ministers annually approve (prior to for practical imple March 1) plans – schedules of dividend returns for each respective menting the planned industry in the current year to be then sent to the respective federal annual dividend re bodies.
turns as planned by 2. In case of any censorious remarks as to amounts of the dividend the budget of the returns with regard to some joint stock societies. (included in Sup Russian Federation plement 5), clauses are applied as typically used in such situations for the current year concerning dividend amounts for some joint stock societies at the (Art. 11).
stage of preparing respective forecasts of annual dividend returns.
*In the course of a large – scale reorganization of the RF Government during the spring of 2004, functions of the Ministry of State Property were transferred to the Federal Agency for Federal Property Administration (FAFPA).
**(1). Blank forms 1 – 5, approved by the Order of the RF Ministry of Finance “On Forms of the Book Keeping Accounting of Organizations”, dated January 13, 2000, No 4í (for the recent three years), with explanations of certain accounts and lines (accounts No No 26, 58, 73, 84, 99; line 480) and in case there are subsidiaries as well as annual consolidated balances of such a group (for the recent three years). (2). The planned indicators of financial activities for the current year including the amount of the net profits. (3). Forecasts of the respective financial and economic development for the year to come (forecasts by profits from the main activities, fore casts by expenditures including the currently planned investments projects with respective calculations of their respective ROI and the time – terms of repayment, description of the financing sources, the expected annual net profits) with the respective substantiating materials attached. (4). Middle – term targets of managing pack ages of shares owned by the respective joint stock societies (worked out by the respective federal bodies and are to be approved by the Ministry). (5) Forecasting the social and economic development of the Russian economy both as a whole and with regard to its corresponding industries for the middle – term perspective.
RUSSIAN ECONOMY in trends and outlooks ***(1). Blank forms 1 – 5, approved by the Order of the RF Ministry of Finance “On forms of the book keeping accounting of organizations”, dated January 13, 2000, No 4í (for the recent three years), with explanations of certain accounts and lines (accounts No No 26, 58, 73, 84, 99; line 480) and in case there are subsidiaries as well as annual consolidated balances of such a group (for the recent three years). (2). The planned indicators of financial activities for the current year including the amount of the net profits. (3). Forecasts of the financial and economic development for the year to come (forecasts by profits from the main activities, forecasts by expen ditures including the currently planned investments projects with respective calculations of their respective ROI and the time – terms of repayment, description of the financing sources, the expected annual net profits) with the respective substantiating materials attached.
Since the above mentioned Supplements to the said regulations have never been openly published, quite an interesting and so far totally unanswered remains the question of how intersect are the lists of the respective open joint stock societies they contain.
After legal adoption of the new Law on Privatization which came into force on April 26, 2002, certain additional novelties were introduced into the administration process of the state – owned packages of shares as well.