“The activities of the community with the number of members more than two can not be built on the principles of unanimity” — Anastasia Morozkova for the Agency of legal information
In order to protect the rights of numerous private shareholders of large companies, it was decided to conduct an internal audit. But these and other measures are unlikely to prevent conflicts. The management of joint-stock companies often sees minority shareholders as "corporate vultures".
Legislators and courts are trying to find a balance between the interests of small (minority) and large (majority) co-owners of public joint stock companies (PJSC). Currently, the owner of even one share has the right to demand information and documents from the company, to participate in general meetings and so on.
Anastasia Morozkova, project manager of "Prime Advice":
It is obvious that activities of community with more than two members cannot be based on the principles of unanimity – this blocks the possibility of making cost-effective decisions. Especially this is true for a corporation with several tens of participants. However, it would be unreasonable not to give minority shareholders the right to vote on corporate issues of interest to them.
The need to balance the interests of large and small shareholders has created a kind of checks and balances in the legislation on joint stock companies. Thus, minority shareholders are given the opportunity to influence the management system of the corporation, the right of veto if necessary a qualified majority for decision-making, the ability to request and receive information about the activities of the company, to demand the redemption of their shares. But in the implementation of the rights granted by law, it is often necessary to unite to overcome a certain percentage barrier. The introduction of such a limit, in turn, is designed to reduce the possibility of abuse by minority shareholders, whose subversive activities can block the work of the company.
An internal auditor can be either an external organization or an employee of the relevant structural unit of the company itself. Policy development and definition of terms of cooperation with such auditor are determined by the board of directors (supervisory board) of PJSC. The corporate governance code recommended by the Central Bank of the Russian Federation proposed to ensure the independence of the internal audit unit by separating functional and administrative accountability.