Types of officials of a joint-stock company

Abstract

Certain aspects of corporate governance in business companies are analyzed in the article. Special attention is paid to the concept of officials of a joint-stock company and their classification depending on certain criteria.
It is noted that the concept of «official» is widely used in regulatory legal acts of various branches of law, but is interpreted differently, which confirms the lack of its universal nature. The lack of certainty of the legal content of the concept of «official», along with its active use in joint-stock legislation, leads to a decrease in the effectiveness of the implementation of the relevant norms regulating corporate governance, as well as a decrease in the effectiveness of holding officials of corporate governance bodies of a joint-stock company.
It is noted that in comparison with the Civil Code of Ukraine, the Law of Ukraine “On Joint Stock Companies” contains a wider list of officials, since, along with others, they include the head of the budget department or other unit, whose competence includes the issue of budgeting of the joint stock company. In addition, the Law has somewhat expanded the circle of persons who cannot be officials of the joint stock company.
Unlike other management bodies (supervisory board, (board of directors), executive body), the decision of the general meeting of the company is not made by specially elected (appointed) persons, but by the shareholders (their representatives). It is proved that neither the chairman, the secretary of the general meeting, nor the person authorized to interact with the authorized electronic system in connection with the holding of the general meeting are permanent officials of the joint stock company.
It is summarized that the joint-stock legislation does not disclose the content of the concept of «official of a joint-stock company», but contains a fairly wide list of them, which it is advisable to classify according to the criterion of the management component: 1) officials of management bodies; 2) officials of non-management bodies.
The author also proposes a division of officials of management bodies depending on the type of management body: 1) members of the supervisory board (non-executive directors of the board of directors); 2) director (directors) of the executive body (executive directors of the board of directors).