It is therefore stipulated that the said representatives of the state in the Board of Di rectors of the respective OJSS shall vote on the agenda matters on the basis of the written directives of the FAFPA whose expressed duty it is to issue these directives with regard to matters as stated in sub paragraph 1 (determining the priority directions in the activities of the respective OJSS), sub paragraph 2 (convening the annual and extraordinary general meetings of shareholders except for the cases when the target dates of convening such extraordinary general meeting of shareholders have not been duly observed or when hold ing of such extraordinary general meeting of shareholders has for such or other reasons not been allowed), sub paragraph 3 (approval of the agenda of the general meeting of shareholders), sub paragraph 5 (increasing the authorized capital of the respective joint stock society through placing by the society of additional shares within the quantitative and category confines of thus declared shares provided the respective Charter of this society, strictly in compliance with the law, refers this to the competence of the Board of Directors), sub paragraph 6 (placement by the society of bonds and other emissive securities in cases as stipulated by the respective legislation), sub paragraph 7 (determining the price [monetary estimation] of the property, the price of the placement and repurchase of the said emissive securities in cases as stipulated by the respective legislation), sub paragraph 9 (forming of the executive body of the joint stock society and its pre scheduled termination if such prerogative is referred to the competence of the Board of Directors by the Charter of this society), sub paragraph 11 (recommendation with regard to the sizes and payment order for the respective dividends of the shares) and sub paragraph 15 (ap proval of large deals) of paragraph 1 art. 65 of the Federal Law “On Joint Stock Societies” as well as on the matter of electing (re electing) the Chairman of the Board of Directors.The Federal Agency for Federal Property Administration is entitled to issue to the respec tive representatives of the state in the respective Boards of Directors directives on other matters as well.
The said directives to the representatives of the state in the respective Boards of Di rectors shall be formed with due account taken of the said classification of all the OJSS with the respective federal share in their capital:
For the representatives of the state in the Boards of Directors of those joint stock societies which are included in the said special list, the question as mentioned in sub paragraph 2 of paragraph 1, art. 65 of the Federal Law “On Joint Stock Socie ties”, is not contained in the list of questions for which the respective directives are to be issued.
RUSSIAN ECONOMY in trends and outlooks • joint stock societies included in the said special list – in accordance with the respective federal ministry (body);
• joint stock societies included in the said strategic list – based on proposals of the re spective federal agency (body);
• other joint stock societies – independently but in case the respective federal agency (body) presents duly executed proposals, then with due account taken of such pro posals.
As to the joint stock societies which are included in the said special list, should the respective federal ministry have the respective federal agencies under it, then such pro posals, presented to the FAFPA, shall reflect a consolidated position of both the federal ministry itself and the respective federal agency subordinated to it for each particular question.
The federal ministry (body, agency) shall direct their proposals to the FAFPA within three (3) days since the date of receiving all the necessary materials but not later than twelve (12) days prior to the intended meeting of the Board of Directors. The said propos als may be duly prepared and directed to the FAFPA well in advance as based on the data obtained from the respective representatives of the state in the respective Boards of Direc tors. The federal agency (body) is entitled to direct to the FAFPA proposals for the agenda of Board of Directors’ meetings of other joint stock societies as well.
Directives for the representatives of the state in the Boards of Directors of those joint stock societies which are included in the said special list, with regard to questions as men tioned in sub paragraphs 1, 3, 5, 6, 7, 9, 11 and 15 of paragraph 1 art. 65 of the Law “On joint stock societies”, shall be approved either by the Chairman of the RF Government or by the respective Deputy Chairman of the RF Government acting on the expressed instruc tions of the latter.
Draft projects of the directives for the representatives of the Russian Federation in the respective Boards of Directors prepared fully in accordance with the said Provisions, shall be presented by the MEDT to the RF Government not later than seven (7) days prior to the date of meeting of such Board of Directors.
It is assumed from the order of appointments and consequent activities of the re spective representatives of the state in the Boards of Directors and the Auditing committee of the Open Joint Stock Society in whose regard a decision has been taken on using the special right for participation of the Russian Federation in the respective management (the “golden share”), that such persons shall be appointed by the RF Government, as recom mended by the RF MEDT and prepared by the FAFPA fully in accordance with the respec tive federal agency (body). The opinion of the respective federal agency, at that, must be coordinated with the respective federal ministry under which it functions. Representatives of the state in the respective Boards of Directors and the Auditing committees of such joint stock societies exercise their authority on the basis of the FAFPA’s written directives. Like in the case with the OJSS which are included in the said special list for the matters as pointed out in sub paragraphs 1, 3, 5, 6, 7, 9, 11 and 15 of paragraph 1, art. 65 of the Law “On Joint Stock Societies”, such representatives shall be approved by the Chairman of the RF Government or by the respective Deputy Chairman of the RF Government acting on the expressed instructions of the latter.
Besides, in accordance with the said Provisions, the federally owned OJSS shares handed over to the RF Ministry of Federal Property (RF MFP) for further selling, are subject to be transferred to the Federal Agency for Federal Property Administration within one (1) month from the date of introducing the respective changes in the RF MFP Charter with the exception of those shares which are subject to be handed over to the respective buyers Section 4.
Institutional and Macroeconomic Challenges fully in accordance with the purchase and sale contracts concluded. The RF MFP is obliged then to present to the RF Government (annually, prior to March 31) a report on the management of the federally owned OJSS shares as well as on practical using the said special right for the Russian Federation to participate in the management of the respective OJSS (the “golden share”).
The unitary enterprises. As to the unitary enterprises, in the spring of 2004, the new management of the Federal Agency for Federal Property Administration came out with an initiative to strive for transferring half of their net profits to the state budget motivating it with the fact that a number of such enterprises no more than just imitate modernization of production accordingly using the said profits for purposes off the main stream of their re spective production activities.22 This initiative quite fits the previous proposals of the Ac counting Chamber, made known in 2001 – 2002, on the necessity of transferring by the unitary enterprises of no less than 95% of their net profits to the state budget.
An alternative viewpoint, as expressed in this respect by top functionaries of the branch management bodies as well as by the representatives of the so called “directors corps”, comes down in the long run to the proposal that the deduction of the profits nor matives should be differentiated either by industries or by enterprises on an individual ba sis. Under the present conditions of a rather stable proficit, the budget does not seem to experience any acute need in such source of incomes and comparatively high normatives of the said deductions in the context of non existent centralized investments may turn modernization of production quite a questionable matter, create incentives for artificial un derestimation of profits, fake bankruptcy and so on and so forth. It makes sense to remind in this connection that it was relatively recently that getting the amount of the monies trans ferred to the state budget, to each federal public unitary enterprise (FPUE) followed with further approval of its program of activities by the respective federal property management body (prior to the spring of 2003 by the RF Ministry of Property) in coordination with the respective curatorial ministry or department started to be practically implemented. The corresponding provisions were adopted by the RF Government Regulations No 228, dated April 10, 2002.
It was also confirmed by the new management of the FAFPA that such organizational and legal form as the FPUE should be retained but only in single cases (for example, when such an enterprise works in the interests of the state security or defense).
In practical terms, the major novelty in the property policies of the state in respect of unitary enterprises was the Decision of the RF Government No 739, dated December 3, 2004, “On the Authority of the Federal Executive Power Bodies to Exercise the Ownership Rights on Property of the Federal State Unitary Enterprises”.
It was established that as regards the federal state unitary enterprises which are sub ject to be retained in the federal ownership or have been included in the forecast plan (program) of the federal property privatization, if the respective OJSS shares created through their respective transformation are planned to be contributed in the authorized capital of other joint stock societies or to be retained in the federal ownership, the respec tive federal executive power bodies then implement the following functions23:
• approving the Charter of the enterprise (except for the respective federal public enter prises);
www.rosim.ru As to other enterprises, the said authority is exercised by the Federal Agency for Federal Property Administration with due account taken of proposals from the respective federal executive power bodies.
RUSSIAN ECONOMY in trends and outlooks • appointing Head of the enterprise, concluding, making changes in and termination of the respective labor agreement with such;
• measures necessary for ensuring due attestation of Head of such enterprise; approv als necessary for giving employment to the Chief Accountant of the enterprise, conclu sion of, making changes in and/or termination of such labor agreement with him/her;
• approving the program of the enterprise’s business activities, determining the part of the enterprise’s profits subject to transference to the federal budget;
• coordinating of large deals as well as those connected with granting loans, guarantees, banking guarantees, other burdens, concession to demands, transference of debts, making borrowings;
• coordinating business deals in which the Head of such enterprise is obviously inter ested;
• coordinating business deals connected with decision – making with regard to the re spective contribution in the authorized capital of such economic societies or partner ships or with shares belonging to the said enterprise;
• coordinating of the respective affiliations and representations set ups;
• approving the reports of the respective financial accounting and of the enterprise Head;
• coordinating the decisions on participation of the said enterprise in both commercial and non commercial organizations as well as on concluding of simple partnership agreements.
Decisions on coordinating business deals which are connected with handling contri butions (shares) in the authorized capital of economic societies or partnerships as well as such shares which belong to the said enterprise, decisions on participation of such enter prise in both commercial and/or non commercial organizations as well as on concluding simple partnership agreements shall be taken by the respective federal executive power bodies as mutually and duly agreed upon with the Federal Agency for Federal Property Administration. The latter must also be kept fully informed on decisions taken with regard to matters of coordinating large deals as well as those connected with granting respective loans, guarantees, banking guarantees, other burdens, concessions to demands, trans ference of debts, making borrowings within twenty four (24) hours from taking such deci sions.
The business activities of such federal public unitary enterprise as well as the report of its Head shall be directed, within three (3) days since their respective approval, to the FAFPA which performs with regard to them:
• formal approval of the respective auditor and determination of remuneration for his/her professional services;
• coordination with due account taken of proposals from the respective federal executive power body which is responsible for this given enterprise and business deals con nected with the real estate property;
• forming of the enterprises’ authorized capital;
• formal approval of the transfer act or the separating balance when reorganizing such enterprise or the liquidation balance when liquidating such enterprise;
• concluding of, changes in and termination in the established order of the labor agree ment with Head of the given enterprise beginning from the date of including of such en terprise in the forecast privatization plan (program) of the federal property except for the cases when the shares created through its transformation of the joint stock society, are planned to be contributed to the authorized capital of other joint stock societies or to be retained in the federal ownership.
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