Corporate governance: organizational and legal aspects - free course from the Russian School of Management, training 16 hours, date: December 6, 2023.

Legal support for corporate governance
• Legal support for the effective work of the general meeting of shareholders.
• Current issues of determining the competence, organizing the convening and holding of a general meeting of shareholders in a JSC and a general meeting of participants in an LLC in the light of the new edition of the Civil Code of the Russian Federation. Competence of the general meeting. Formation of the agenda for the general meeting. Formation of a list of candidates for elected bodies. Drawing up a list of persons entitled to participate in the general meeting. The procedure for notifying shareholders about the time and place of the general meeting. Preparation of ballot papers. Providing shareholders with information for the general meeting.

• Registration of participants in the general meeting. Procedure for determining quorum. Legal consequences of lack of quorum. Auxiliary bodies of the general meeting (chairman, secretary of the meeting, counting commission). Voting at a general meeting: essence, methods.
• Procedure for counting votes. Certification of the results of the general meeting. Minutes of the counting commission and the general meeting: procedure and terms of preparation, content. Disclosure of information about the general meeting. Storage of documents of the general meeting. Features of organizing and holding extraordinary and absentee meetings of shareholders. Legal consequences of violating the procedure for preparing and holding a general meeting of shareholders.
• Challenging decisions of general meetings as a special way to protect rights. Problems of certifying decisions of the general meeting in the light of recent changes in legislation.
• Legal support for the effective work of the board of directors of a joint-stock company.
• The procedure for the formation, status and powers of the board of directors in the joint-stock company. Problematic issues of determining the competence of the Board of Directors in the light of new legislation. The possibility of expanding the competence of the Board of Directors due to issues assigned by law to the competence of the General Assembly in a non-public company.
• Key factors for increasing the efficiency and quality of decisions of the board of directors. Chairman of the Board of Directors: key roles and tasks. Institute of "independent directors": legal framework for regulation and features of their implementation. Committees of the board of directors as a tool for increasing the efficiency of its work. Fundamentals of effective planning and organization of the work of the board of directors. Information support for the work of the board of directors
• Executive bodies of a joint stock company, responsibility of managers.
• The executive body of a joint-stock company and innovations in its legal regulation: concept, types, functions and competence. Models of executive bodies of society: solutions to optimize their structure and composition. The procedure for the formation of executive bodies of the company, suspension and termination of their powers.
• Requirements for members of executive bodies. The relationship between labor and corporate legislation in the legal regulation of the sole executive body. Features of the legal status of the acting sole executive body. The problem of plurality of directors in a company: methods of distribution of powers, procedure for concluding contracts, reflection of plurality in the Unified State Register of Legal Entities, etc.
• Liability of directors of a corporation (civil, criminal, administrative). Problematic issues related to the responsibility of members of the board of directors. Judicial practice of holding management bodies accountable for losses caused to society. Bad faith and unreasonable actions of the general director. Grounds for holding members of management bodies liable for losses. Features of the distribution of the burden of proof in such disputes. Directors Liability Insurance
• Disclosure of information by a joint stock company and optimal solutions for its effective implementation.
• Key requirements for information disclosure in the form of a quarterly report, taking into account the requirements of the new Information Disclosure Regulation. Origin and termination of obligations to disclose the quarterly report. “Full” and “abbreviated” forms of the quarterly report. Analysis of the most significant changes in the requirements for the content of the quarterly report and recommendations for their effective implementation. Innovations in the disclosure of information on remuneration of members of the issuer’s management bodies and information on the structure and competence control bodies over its financial and economic activities, as well as on the organization of a risk management system and internal control
• Legislative and regulatory regulation of the provision of documents and information at the request of shareholders and law enforcement practice.

Best Corporate Governance Practices
• The concept and role of corporate governance. Basic theories, concepts and models of corporate governance. Theory of the firm and transaction costs. Agency theory. Managerial theory. Fiduciary duties of directors and their reflection in legislation.
• Sources of regulation of corporate governance. “Soft law” and its role in increasing the efficiency of corporate governance. Internal documents of the corporation: concept and legal nature. Code of Corporate Governance of the Russian Federation. International documents in the field of corporate governance. Main directions for improving the efficiency of corporate governance.
• Key factors for increasing the efficiency of the general meeting of shareholders. The role and functions of the board of directors in the corporate governance system. Key factors for increasing the efficiency and quality of decisions of the board of directors. Committees of the Board of Directors. Basic forms and methods of motivating members of the Board of Directors. Assessing the performance of the board of directors: defining criteria for selecting key performance indicators for the performance of the board of directors and its members. Remuneration for members of the board of directors: main models and practice of their implementation in Russian companies. Corporate secretary and his role in the corporate governance system.
• Risk management. Internal and external audit system. Information support for corporate governance and information policy of the corporation. Dividend policy of the corporation. Significant corporate actions: basic rules and procedures.
• Legal means of increasing the efficiency of the activities of members of management bodies: concept and system. Remuneration, bonuses and compensation, “golden parachutes”: problems of legal registration.
• Option programs: concept, goals, legal regulation. Types of option programs. Options for structuring an option program in the Russian Federation.
• Conflict of interest in a corporation: concept, forms and features. Legal means of preventing conflicts of interest. Ways to limit the rights of members of management bodies. Accountability and control in the corporate governance system.
• Responsibility of members of management bodies: concept, types, features. Liability insurance as a legal means of increasing the efficiency of members of management bodies.