Peculiarities of electing a company auditor. Regulations on the audit commission (auditor) of a joint-stock company Procedure first of all

15.08.2022

Auditor or audit commission?

The need to have an auditor or audit commission in a joint-stock company is determined by the requirements of the Civil Code Russian Federation And federal law"On joint stock companies." There must be an auditor or audit commission in both open and closed companies, regardless of the number of shareholders, types of activities, or the size of the authorized capital. At the same time, the legislation provides for two options for forming a body: either in the form of a commission, or in the form of one person - an auditor.

The election of this body of the company falls within the competence of the general meeting of shareholders. And its mission is to exercise control over the financial and economic activities of the company.

The first formation of a control body should occur at the stage of establishing a joint-stock company. According to the requirements of paragraph 2 of Art. 9 of the Federal Law “On Joint-Stock Companies”, the decision to establish a company must contain the voting results of the founders and the decisions they made on the issues of establishing the company, approving the company’s charter, electing the company’s management bodies, and the audit commission (auditor) of the company. When creating a joint stock company as a result of reorganization, the issue of electing an audit commission (auditor) also requires separate consideration. Subsequently, the issue of electing an audit commission (auditor) must be resolved at each annual general meeting of shareholders or, in the case where the company consists of one shareholder, in the annual resolution of this shareholder. This requirement is established in Art. 47 of the Federal Law “On Joint Stock Companies”.

The competence of the company’s control body is determined by the Federal Law “On Joint Stock Companies” (Article 86) and the company’s charter, and the procedure for its activities is enshrined in the company’s internal document, approved by the general meeting of shareholders. If the company does not have a board of directors (supervisory board), the audit commission (auditor) may be the body whose competence the company's charter includes deciding on holding a general meeting of shareholders and approving its agenda.

An audit (audit) of the financial and economic activities of the company is carried out by the audit commission (auditor) based on the results of the company’s activities for the year, as well as at any time on the own initiative of the control body, by decision of the general meeting of shareholders, the board of directors (supervisory board) of the company or at the request of the shareholder (shareholders) owning in the aggregate no less than 10% of the company's voting shares. The results of the audit are formalized in the form of a written conclusion, the content of which is regulated by Art. 87 of the Federal Law “On Joint Stock Companies”.

To solve the main task facing the audit commission (auditor) - control over the financial and economic activities of the joint-stock company - the audit commission (auditor) has the right to demand from persons holding positions in the management bodies of the company to provide documents on the financial and economic activities of the company, as well as, if necessary, demand the convening of an extraordinary general meeting of shareholders. Thus, thanks to its powers, the audit commission (auditor) can have a fairly strong influence on the activities of a legal entity. True, taking into account that the formation of the audit commission cannot occur through cumulative voting (the law provides for such a voting option only for the formation of a board of directors (supervisory board)), the possibility of minority shareholders joining it, as a rule, those most interested in financial and economic “purity” » the activity of the society is extremely small.

The independence of the control body from other bodies of the company is ensured by compliance with the following requirements established by law:

members of the audit commission (auditor) of the company cannot simultaneously be members of the board of directors (supervisory board) of the company, as well as hold other positions in the management bodies of the company;

members of the audit commission (auditor), as well as candidates for the audit commission (auditors) of the company cannot simultaneously be members of the counting commission (a person performing the functions of the counting commission) of the company;

shares owned by members of the board of directors (supervisory board) of the company or persons holding positions in the management bodies of the company cannot participate in voting when electing members of the audit commission (auditor) of the company.

The last of the listed restrictions - the restriction on voting shares owned by members of the board of directors (supervisory board) or persons holding positions in the company's management bodies - often leads to a situation where the formation of a control body by the general meeting of shareholders is impossible due to the non-participation of minority shareholders in the general meeting. meeting and insufficient votes for a quorum on the issue of electing the audit commission (auditor). To resolve this problem, the method of forming large blocks of shares in the hands of individuals who are not members of the company’s management bodies is used (the prohibition on the affiliation of large shareholders with members of the company’s management bodies is not established by law for this situation) or the transfer of shares to a legal entity (with the exception of a legal entity , which is the managing organization of the company).

The choice by a company of the option of forming a control body - an auditor or an audit commission - may be determined by various factors. The choice of an audit commission consisting of several members may be influenced by the presence in the shareholder structure of several large shareholders, each of whom wants to have their own representative on the commission, or by the presence of state/municipal ownership of the company's shares. The choice of an auditor is often made by companies consisting of one participant - a legal entity: in such a situation, the shareholder already has access to all documents and information of the company. But sometimes in such a situation the choice stops precisely on the audit commission: through the annual remuneration established for the members of the audit commission of the company, the only participant provides additional monetary incentives to the members of the commission at the expense of the company.

The law does not prohibit the provision in the charter and the corresponding internal document of a joint-stock company for both options for forming a body - an auditor and an audit commission. The final selection will be made by the general meeting of shareholders (sole shareholder).

CJSC RCC provides services for the preparation of draft internal documents of the joint-stock company, including regulations on the audit commission (auditor), for the preparation of other documents related to the formation and activities of the audit commission (auditor). Our specialists advise on the preparation and execution of annual and unscheduled conclusions of the audit commission (auditor), submitted to the general meeting of shareholders and presented to the board of directors. If necessary, our company is ready to conduct an analysis of the activities of the control body of your company and provide recommendations for improving the efficiency of its work.

Audit committee . To exercise control over the financial and economic activities of the company, the legislation provides for the creation of a special body in the company - an audit commission.

The election of members of the audit commission is carried out in the manner prescribed by law for the formation of other bodies of the company, and is regulated accordingly by Art. 53 of the Law "On". The election of members of the audit commission and the early termination of their powers falls within the competence of the general meeting (clause 9, clause 1, article 48 of the Law “On Joint Stock Companies”).

The competence of the audit commission is determined by the company's charter. The procedure for the commission's activities is regulated in the JSC by an internal document.

The control system over the financial and economic activities of the company is designed to ensure the accurate implementation of the financial and economic plan, which is approved by the board of directors of the company. also plays an important role in organizing control over the financial and economic activities of the company.

The company is recommended to provide that, within a reasonable period of time after each financial and economic transaction, the control and audit service of the company submits documents and materials necessary and sufficient for a reasonable and unambiguous conclusion about the compliance of the transaction with the financial and economic plan of the company and the procedure established in the company for carrying out such operations. The period during which such materials and documents must be submitted to the control and audit service, as well as the responsibility of officials and the company for their failure to submit them within this period are established by the relevant internal document of the company.

The control and audit service checks the submitted documents and materials for compliance with the internal control procedures approved by the company, including the availability of the necessary approvals from the heads of the company's divisions, if they are required in accordance with the established procedure, as well as the availability of funds in the financial and economic plan of the company provided for the performance of a certain business transaction.

It is recommended that the company’s internal documents provide for the right of the board of directors to make decisions on any non-standard operation and, if necessary, make appropriate changes to the financial and business plan. It is also recommended that the board of directors of the company be given the right to prohibit executive bodies from performing any non-standard operation, and such a prohibition must be motivated.

It is necessary that the board of directors be provided with complete information about the results of the financial and economic activities of the company.

The procedure for conducting inspections by the company's audit commission must ensure the effectiveness of this mechanism for monitoring the financial and economic activities of the company.

In accordance with the law, conducting annual and extraordinary inspections is one of the main mechanisms for monitoring the financial and economic activities of the company. During an extraordinary inspection, both a separate business transaction of the company and business transactions for a separate period of time can be checked.

It is recommended to preliminarily determine all organizational issues of conducting inspections, identifying persons directly responsible for conducting inspections at meetings of the company's audit commission.

The legislation does not define the necessary quorum for making decisions at meetings of the company's audit commission. At the same time, in order for decisions to be made truly collectively, it is recommended that the quorum for holding a meeting of the audit commission be at least half the number of elected members of the audit commission.

Decisions at a meeting of the audit commission should be made by a majority vote of the members of the audit commission participating in the meeting. Transferring the voting rights of a member of the audit commission to another person, including another member of the audit commission, is not permitted.

In order to prevent unjustified delay of inspections, the internal documents of the company should determine the timing of their conduct.

In order to streamline the procedure for conducting inspections, the board of directors of the company is recommended to approve the Regulations on conducting inspections of the financial and economic activities of the company by the audit commission.

The conclusion of the audit commission must be signed personally by all members of the audit commission. A member of the audit commission who has expressed disagreement with the conclusion of the audit commission has the right to prepare a special opinion, which is attached to the conclusion of the audit commission and is an integral part of it.

If a member of the audit committee did not sign the report and did not prepare a dissenting opinion, the report must indicate the reasons for this.

External control over the financial and economic activities of the company is carried out by an audit organization (auditor).

Amendments have been made requiring public joint stock companies to conduct internal audits and manage risks. The changes also affected the criteria for interested party transactions, preferred shareholders and general meetings of shareholders.

The President of the Russian Federation signed amendments concerning joint-stock companies (Federal Law No. 209-FZ dated July 19, 2018 “On Amendments to the Federal Law “On Joint-Stock Companies””). The law came into force on July 19, 2018, with the exception of certain provisions.

Audit committee

Now in the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” (hereinafter referred to as Law No. 208-FZ) there is no mention of an auditor. In a joint stock company, only an audit commission is possible. But this should be stated in the company's charter. Thus, the charter of a public company must contain information about the audit commission if a decision is made to create it. That is, an audit commission in a public joint-stock company is mandatory only if its presence is indicated in the charter.

And the charter of a non-public company must contain information about the audit commission or its absence. If an audit commission is created exclusively in cases provided for by the charter of a non-public company, then the charter must contain information about this indicating such cases.

In companies in which an auditor has already been elected as of July 19, 2018, the provisions on the audit commission apply to him.

Internal audit and risk management

From July 1, 2020, public companies are required to conduct internal audits. Previously, rules on internal audit were contained only in the Corporate Governance Code and some special laws. The board of directors must approve the company's internal documents that define the company's policy in the field of organizing and implementing internal audit. The official responsible for organizing and implementing internal audit is appointed and dismissed based on a decision of the board of directors. The terms of the employment contract with him are also approved by the board of directors. Also, internal audit can be carried out by another legal entity.

In addition, a public company must organize risk management and internal control. Internal documents in this area will be approved by the board of directors.

Dividends

The criteria have been clarified based on which the amount of dividends on preferred shares is considered determined by the charter of the joint-stock company. The charter of the joint stock company must determine the amount of dividend and (or) the value paid upon liquidation of the company (liquidation value) for preferred shares of each type. The dividend amount and liquidation value can be determined:

in a fixed amount of money;

as a percentage of the par value of preferred shares;

by establishing the procedure for their determination;

by establishing a minimum dividend amount, including as a percentage of the company’s net profit.

The size of the dividend is not considered certain if the company's charter specifies only its maximum amount. Owners of preferred shares for which the size of the dividend is not determined have the right to receive dividends on a par with the owners of ordinary shares.

Preferred shareholders

Shareholders - owners of preferred shares received the right to vote at the general meeting on issues, decisions on which, in accordance with Law No. 208-FZ, are made unanimously by all shareholders of the company. They also received the right to vote when deciding on the inclusion of provisions in the charter on declared preferred shares, the placement of which could lead to a reduction in the amount of dividend or liquidation value determined by the charter, paid on preferred shares of this type.

General Meeting of Shareholders

The amendments have extended the period in which it is necessary to notify shareholders of the holding of a general meeting of shareholders. Previously, this period was 20 days, now it is 21 days.

The list of information (materials) that must be provided to persons entitled to participate in the general meeting of shareholders has changed. Firstly, they clarified that it is necessary to provide drafts only of those internal documents of the company that are subject to approval by the general meeting of shareholders. Secondly, the conclusion of the audit commission and information about candidates for its membership will be required only if the presence of an audit commission is mandatory according to the company’s charter. Thirdly, from July 1, 2020, public joint stock companies will need to submit an internal audit report.

Along with issues proposed by shareholders for inclusion on the agenda of the general meeting of shareholders, as well as candidates proposed by shareholders for the formation of the relevant body, the board of directors (supervisory board) of the company has the right to include issues and (or) candidates in the list of candidates on the agenda of the general meeting of shareholders to vote in elections to the relevant body of the company at its discretion. The number of candidates proposed by the board of directors cannot exceed the quantitative composition of the relevant body. This paragraph will come into force only on September 1, 2018.

Law No. 208-FZ introduced board committees already used in practice. Thus, it is provided that the board of directors of the company has the right to form committees for preliminary consideration of issues within its competence. The competence and procedure for the activities of the committee are determined by the company’s internal document, which is approved by the board of directors.

It is separately stated that the board of directors of a public company forms an audit committee for preliminary consideration of issues related to control over the financial and economic activities of a public company, including assessing the independence of the auditor of a public company and the absence of a conflict of interest, as well as assessing the quality of audit of the accounting (financial) statements of the company. This provision will only apply from July 1, 2020.

The possibility of participation of the board of directors in the formation of the management bodies of a joint-stock company has been established, including the possibility of transferring the powers to elect executive bodies from the competence of the general meeting of shareholders to the competence of the board of directors without the shareholders having the right to demand the redemption of their shares.

If the decision on the issue of approval of the company's annual report by the company's charter falls within the competence of the company's board of directors, the company's annual report is subject to approval by the company's board of directors no later than 30 days before the date of the annual general meeting of shareholders.

Interested party transactions

The criteria for transactions to which the rules on approval of interested party transactions do not apply due to not exceeding 0.1% of the book value of the company’s assets have been clarified. Previously, transactions were taken into account the subject of which was property, the price or book value of no more than 0.1% of the book value of the company's assets. Now it is indicated that we are talking about the amount of transactions or the price or book value of the property with the acquisition, alienation or possibility of alienation of which such transactions are associated.

In addition, when making a decision to approve an interested party transaction, the general meeting of shareholders is considered competent, regardless of the number of shareholders who are not interested in the relevant transaction - owners of voting shares of the company taking part in it.

The concept of an audit commission

This is an elected control body for the management of a joint stock company. Its functions do not consist in the operational or strategic management of the company, but in verifying the results of the financial and economic activities of the company.

Procedure for electing the audit commission

The Audit Commission is elected only by the general meeting of shareholders.

Members of the board of directors and shareholders holding management positions in a joint stock company do not have the right to vote when electing or removing members of the audit commission.

A joint stock company can have either an audit commission or an auditor. The law leaves the right of choice to shareholders, who must reflect their decision in the company's charter.

Composition of the Audit Commission

The numerical composition of the audit commission is determined by the company's charter.

Members of the audit commission cannot simultaneously be members of the board of directors or hold other positions in the company's management bodies. Not only a shareholder can be a member of the audit committee. The term for which members of the audit commission are elected is not defined by law.

In case of unsatisfactory work of the audit commission, the meeting of shareholders has the right to re-elect both individual members and the entire commission before the expiration of its terms of office.

Organization of the work of the audit commission

The work of the audit commission is led by its chairman, elected from among the members of the commission.

The decisions of the audit commission are valid if at least half of its members participate in its work. In the event that the number of members of the audit commission becomes less than half, the board of directors is obliged to convene an extraordinary meeting of shareholders and hold by-elections or re-elections of members of the company's audit commission.

The Audit Commission has the right, if necessary, for audit purposes to engage specialists and audit organizations under a contract at the expense of the company.

The procedure for the activities of the audit commission is regulated by the internal documents of the company. This is, as a rule, the Regulations on the Audit Commission, which is recommended to be approved by the general meeting of shareholders.

The results of inspections, as well as all decisions made by the audit commission, are recorded in the minutes of its meetings. The minutes are signed by the chairman and members of the audit commission. If any member of the commission disagrees with a particular decision, he has the right to include his dissenting opinion in the protocol.

The General Meeting establishes the amount and procedure for remuneration of members of the Audit Commission. At the same time, they are paid not only remuneration, but also compensation for expenses during the period of performance of their duties.

Competence of the Audit Commission

The competence of the audit commission is established by law and by the charter. This competence provides the right:

carry out an audit of the financial and economic activities of the joint-stock company at the end of the year, as well as at any other time;
require from persons holding positions in management bodies documents on the financial and economic activities of the joint-stock company;
demand the convening of an extraordinary general meeting;
demand the convening of a meeting of the board of directors.

An audit of the financial and economic activities of a joint-stock company can be carried out based on the results of its activities for the year, as well as at any time on the initiative of the commission or at the request of a shareholder owning at least 10% of the shares.

Based on the results of the audit of the financial and economic activities of the joint-stock company, the audit commission (auditor) draws up a conclusion, which usually contains:

confirmation of the reliability of the data contained in reports and other financial documents of the company;
information about violations of the norms and rules of accounting and reporting, as well as violations of legal acts in the implementation of financial and economic activities.

The competence of the audit commission may include legal control over the activities of the management bodies of the joint-stock company.

Auditor of a joint stock company

In addition to the audit commission (auditor), a joint stock company must also have an auditor. Its functions include checking the financial and economic activities of the company for its compliance with the legal acts of the Russian Federation.

The auditor is approved by the general meeting of shareholders. The amount of payment for the auditor's services is determined by the board of directors on the basis of an agreement concluded with it.

An audit is necessary primarily in cases of publication of company documents. Publication of annual reports, balance sheets, profit and loss accounts, and prospectuses is carried out only after an audit. Without an audit, the FFMS does not register prospectuses for issuing securities of joint-stock companies.

A joint stock company is obliged to provide interested parties with an audit report. Typically, only that part of the auditor's report is provided that contains information about the reliability of the financial statements.

According to Article 85 of the Law on Joint Stock Companies, the audit commission exercises control over the financial and economic activities of the company. The Audit Commission acts independently and does not depend in its activities on the management bodies of the company. The Audit Commission is not a management body of the company, but its activities have important for society.

In accordance with Articles 85, 48 of the Law on Joint Stock Companies, Article 103 of the Civil Code of the Russian Federation, the audit commission is elected by the general meeting of shareholders.

Only individuals can be members of the audit commission, regardless of whether they are shareholders of the company or not.

The Law on Joint Stock Companies does not establish the term of office of members of the audit commission. However, based on a comprehensive interpretation of Articles 47, 53 of the Law on Joint Stock Companies, it can be concluded that the audit commission must be re-elected annually at the annual general meeting of shareholders, and, therefore, the term of office of the audit commission expires on the day of the next annual general meeting of shareholders society.

If for some reason the audit commission was not re-elected at the annual general meeting of shareholders, then its term of office is considered to have expired and the company must convene an extraordinary meeting to elect a new legitimate body. If the provisions of the charter or internal documents of a joint-stock company regarding the terms of office of the audit commission (auditor) contradict the norms of the Law on Joint-Stock Companies, then general rules the relevant norms of the Law on Joint Stock Companies must be applied (Letter of the Federal Commission for Securities of February 28, 2000 No. IK-07/883 “On the terms of office of the Audit Commission”).

It is necessary to take into account that subparagraph 9 of paragraph 1 of Article 48 of the Law on Joint Stock Companies establishes that the powers of members of the audit commission (auditor) can be terminated early by a decision of the general meeting of shareholders.

This means that issues of early termination of powers of members of the audit commission (the entire composition or individual members of the commission) and, accordingly, the issue of electing a new composition of the audit commission of the company can also be resolved at an extraordinary general meeting of shareholders, if this is required by the interests of shareholders owning the number of shares, allowing them to demand the convening of an extraordinary general meeting of shareholders of the company.

The competence of the audit commission is determined by the Law on Joint Stock Companies and the company's charter.

According to Article 85 of the Law on Joint-Stock Companies, the Audit Commission audits financial and economic activities.

As a rule, an audit of the financial and economic activities of a company is carried out based on the results of the company’s activities for the year.

According to paragraph 3 of Article 88 of the Law on Joint Stock Companies, the reliability of the data contained in the company's annual report and annual financial statements must be confirmed by the audit commission (auditor) of the company.

In addition, an extraordinary inspection may be carried out at the initiative of the audit commission of the company, a decision of the general meeting of shareholders, the board of directors of the company, or at the request of a shareholder (shareholders) of the company who collectively owns at least 10 percent of the voting shares of the company.

The Code of Corporate Conduct recommends conducting an extraordinary audit of the financial and economic activities of the company no later than 30 days from the date of receipt of the shareholders’ request for its conduct or the minutes of the general meeting of shareholders or the board of directors.

In order to prevent unjustified delay of inspections, the internal documents of the company should determine the timing of their conduct. It is advisable that the period of its implementation does not exceed 90 days.

To ensure the fulfillment of duties by the audit commission, paragraph 4 of Article 85 of the Law on Joint Stock Companies establishes the obligation of persons holding positions in the management bodies of the company to submit documents on the financial and economic activities of the company upon request of the audit commission of the company.

The procedure for the activities of the audit commission (auditor) of the company is determined by the internal document of the company, approved by the general meeting of shareholders.

The Law on Joint Stock Companies does not provide for the quantitative composition of the audit commission. The legislation does not define the necessary quorum for making decisions at meetings of the company's audit commission. At the same time, in order for decisions to be made truly collectively, it is desirable that the quorum for holding a meeting of the audit commission is at least half the number of elected members of the audit commission.

The meeting of the audit commission is documented in minutes (clause 1 of Article 89 of the Law on Joint Stock Companies).

An important power is enshrined in paragraph 5 of Article 85 of the Law on Joint Stock Companies; the audit commission (auditor) of the company has the right to demand the convening of an extraordinary general meeting of shareholders.

Shares owned by members of the board of directors of the company or persons holding positions in the management bodies of the company cannot participate in voting when electing members of the audit commission (auditor) of the company.

By decision of the general meeting of shareholders, members of the audit commission (auditor) of the company during the period of performance of their duties may be paid remuneration and (or) compensation for expenses associated with the performance of their duties. The amounts of such remuneration and compensation are established by a decision of the general meeting of shareholders.

Based on the results of an audit of the financial and economic activities of the company in accordance with Article 87 of the Law on Joint Stock Companies, the audit commission of the company draws up a conclusion

Auditor of a joint stock company.

Before the company publishes the documents specified in paragraph 2 of Article 88 of the Law on Joint-Stock Companies, the company is obliged to engage an auditor who is not related by property interests to the company or its shareholders for an annual audit and confirmation of the annual financial statements.

The involvement of an auditor is carried out independently of the activities of the audit commission; these bodies do not replace each other.

The auditor (citizen or audit organization) of the company audits the financial and economic activities of the company in accordance with the legal acts of the Russian Federation on the basis of an agreement concluded with him.

According to Article 1 of the Federal Law of January 30, 2008 No. 307-FZ “On Auditing Activities”:

"Audit activity, audit - entrepreneurial activity for independent verification accounting and financial (accounting) statements of organizations and individual entrepreneurs (hereinafter referred to as audited entities)."

The purpose of the audit is to express an opinion on the reliability of the financial (accounting) statements of the audited entities and the compliance of the accounting procedure with the legislation of the Russian Federation. Reliability is understood as the degree of accuracy of financial (accounting) reporting data, which allows the user of these reporting, based on its data, to draw correct conclusions about the results of economic activity, the financial and property status of the audited entities and make informed decisions based on these conclusions.

The auditor is individual, meeting the qualification requirements established by the authorized federal body and having a qualification certificate as an auditor.

An audit organization is a commercial organization that carries out audits and provides audit-related services.

Article 7 of the Federal Law of January 30, 2008 No. 152-FZ “On Auditing Activities” establishes cases of mandatory audit:

1) the organization has the legal form of an open joint stock company;
2) the organization is a credit organization, a credit history bureau, an insurance organization or a mutual insurance company, a commodity or stock exchange, an investment fund, a state extra-budgetary fund, the source of funds of which are mandatory contributions provided for by the legislation of the Russian Federation, made by individuals and legal entities, a fund whose sources of funds are voluntary contributions from individuals and legal entities;
3) the amount of revenue of the organization or individual entrepreneur from the sale of products (performance of work, provision of services) in one year exceeds the minimum wage established by the legislation of the Russian Federation by 500 thousand times or the amount of balance sheet assets at the end of the reporting year exceeds the minimum wage established by the legislation of the Russian Federation by 200 thousand times.

The General Meeting of Shareholders approves the company's auditor. This is the exclusive competence of the general meeting. Shareholders and management bodies do not have the right to initiate an audit (Resolution of the Federal Antimonopoly Service of the Ural District dated August 31, 2004 in case No. F09-2836/2004-GK).

An agreement on the provision of paid services is concluded with the auditor (Article 779 of the Civil Code of the Russian Federation). The conclusion of an agreement and determination of the amount of payment for its services is carried out by the board of directors of the company.

In their activities, auditors are guided by the Federal Rules of Auditing, approved by Decree of the Government of the Russian Federation of September 23, 2002 No. 696 “On approval of the Federal Rules (Standards) of Auditing”.

Based on the results of the audit, the auditor presents an audit report.

Audit report is an official document intended for users of the financial (accounting) statements of the audited entities, drawn up in accordance with the federal rules (standards) of auditing activities and containing the opinion of the audit organization or individual auditor expressed in the prescribed form on the reliability of the financial (accounting) statements of the audited entity and compliance of the procedure for maintaining its accounting records with the legislation of the Russian Federation.

The conclusion should contain:

- confirmation of the reliability of the data contained in the reports and other financial documents of the company;
- information about facts of violation of the procedure for maintaining accounting records and submitting financial statements established by legal acts of the Russian Federation, as well as legal acts of the Russian Federation when carrying out financial and economic activities.

The Counting Commission verifies the powers and registers persons participating in the general meeting of shareholders, determines the quorum of the general meeting of shareholders, clarifies issues arising in connection with the exercise by shareholders (their representatives) of voting rights at the general meeting, explains the voting procedure on issues put to vote, ensures the established voting procedure and the rights of shareholders to participate in voting, counts votes and sums up voting results, draws up a protocol on voting results, transfers voting ballots to the archive.