Job Description for Assistant General Director for Corporate Legal Affairs

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Job description for the assistant to the general director for corporate legal work. Full document

Occupational Safety and Health

Occupational Safety and Health / Job descriptions

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I. General Provisions

Assistant to the General Director for corporate legal work (hereinafter referred to as the Assistant) organizes and carries out corporate legal work at JSC "_______" (hereinafter referred to as the Company).
In its activities, the Assistant is guided by:

legislation, other normative acts;
the Articles of Association of the Company, other local regulations;
this Instruction.

An assistant reports directly to the General Director of the Company, is appointed to a position and dismissed from his position by order of the General Director of the Company.
A person who has a higher legal education and at least five years of work experience in the legal specialty is appointed to the position of Assistant.
During the absence of the Assistant due to his temporary incapacity for work, being on vacation, business trip, his duties are performed by the head of the legal department or another employee appointed by order of the general director.

II. Official duties

In the field of corporate work Assistant

Provides:

interaction of the General Director with shareholders, members of the Board of Directors, auditors and the Audit Commission of the Company;
preparation of reports of the general director to the board of directors and the general meeting of shareholders, as well as other information provided on behalf of the general director to the board of directors;
assistance to the General Director in the implementation of decisions of general meetings of shareholders and the Board of Directors of the Company;
assistance to the Secretary of the Board of Directors in technical support for organizing and holding meetings of the Board of Directors and general meetings of shareholders of the Company;
conclusion of agreements with registrars and auditors of the Company and participation in the coordination of the terms of these agreements; documentation support for holding tenders for the selection of the Company's auditor.

Performs the following duties:

prepares on behalf of the General Director letters, applications to the Board of Directors, shareholders of the Company, organizes the compilation and distribution of reports, other information to members of the Board of Directors;
at intervals determined by the General Director, controls and analyzes changes in the composition of the Company's shareholders;
on behalf of the General Director or his first deputy, develops proposals for maintaining or changing the composition of the Company's shareholders, as well as a package of securities (shares) owned by the Company;
interacts with registrars of the Company and legal entities, of which the Company is a member, on all issues related to the maintenance of securities registers;
registers new editions of the Company's charter in accordance with the requirements of the law.

Supervises the following areas of work of the Society:

accounting for shares, other securities, as well as shares (deposits) in other legal entities that the Company owns directly or controls them through affiliates;
obtaining by the Company of licenses, certificates, registration of rights to property and property rights of the Company, as well as centralized accounting of these documents.

Legal Assistant

Provides:

qualified protection of the interests of the Company in judicial and legal institutions, state authorities and local self-government, incl. with the involvement of specialized organizations, law firms;
organizing the preparation of procedural documents;
general legal analysis in the corporate activities of the Company and the need for legal support for this activity;
development of employment contracts concluded by the Company with the deputies of the general director.

Directly performs the following duties:

on behalf of the General Director and his First Deputy, develops new editions (amendments and additions) of the Company's Articles of Association, provisions governing the procedure for the election and activities of the Company's management and control bodies (Regulations "On the General Meeting of Shareholders", "On the Board of Directors", "On the General Director ", "On the Audit Commission"), other internal documents of the Company in the field of corporate governance;
as requested, explains to the General Director and other employees of the Company's management the joint-stock legislation and the legislation on securities, incl. prepares analytical and reference materials.

Supervises the following areas of work of the Society:

organizing the development of local regulatory legal acts of the Company (regulations, instructions, orders);
organization of legal work in the Company in the following areas: contractual, claims and lawsuit work, local rule-making (in accordance with applicable law, the charter, other internal documents of the Company);
organization of paperwork and document circulation of the Company;
improvement of local legal regulation of the Company.

III. Rights

The assistant has the right:

request and require the timely provision of all necessary documents and information from the employees of the Company;
take part in the discussion of draft local regulations of the Company;
take part in the coordination of all provisions and instructions of the Company in the field of corporate governance;
check compliance with the law in the corporate activities of the Company, give opinions on the causes and conditions of violation of the law in the corporate activities of the Company, participate in the development of measures aimed at compliance with the law in the corporate activities of the Company;
to petition the General Director for the termination of illegal actions of any employee of the Company, the abolition or amendment of illegal local legal acts;
prepare proposals for the reduction (non-payment) of bonuses to employees of the Company who committed violations of the law in the activities of the Company, violated its economic interests, or who did not provide timely information at the request of the Assistant, made within his competence, otherwise hindered the proper performance by the Assistant of his duties;
participate in operational meetings of the Company on the issues of corporate legal work of the Company;
involve, with the consent of the head of the relevant structural unit of the Company, his employees for the preparation of joint documents, the implementation of activities related to the corporate legal work of the Company;
prepare proposals for the cancellation, amendment or addition of local regulations of the Company;
return to the performers for revision low-quality and contrary to the current legislation drafts of documents submitted for approval;
prepare, on its own initiative, on behalf of the General Director or his first deputy, recommendations to improve the efficiency of corporate legal work in the Company, incl. distribution of competence between the management bodies of the Company;
participate in attracting specialized organizations to provide the Company with legal services, as well as services in the field of financial consulting in the field of working with securities, participate in negotiating the terms of contracts with these organizations;
in agreement with the General Director of the Company, attend seminars, advanced training courses in the field of activity of the Assistant, with payment at the expense of the Company;
interact with third parties on issues within the competence of the Assistant, in agreement with the General Director, First Deputy General Director, represent the interests of the Company, sign letters on behalf of the Company on the basis of an issued power of attorney and (or) order;
inform the General Director and his first deputy of all facts that impede the performance of the duties assigned to the Assistant;
have means of communication, equipment, use official vehicles in order to timely and promptly fulfill the tasks assigned to the Assistant;
have other rights that ensure the accurate and timely performance of their duties.

IV. A responsibility

The Assistant is responsible for:

for the timely and high-quality fulfillment of the obligations stipulated by this instruction, the preservation of commercial secrets in accordance with the current labor legislation and local regulations of the Company.
for offenses committed in the course of carrying out their activities, in accordance with the current labor, administrative and criminal legislation.
for causing damage (material or damage to business reputation) to the Company, in accordance with the current labor and civil legislation.
for the reliability and compliance with the legislation of the documents signed and endorsed by him.

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