Both open and closed JSCs must maintain two governing bodies: the General Shareholders Meeting and the Executive Body. An open JSC with more than 50 shareholders must also have a Board of Directors (also called a Supervisory Board).
An open JSC with less than 50 shareholders and all closed JSCs may appoint a Board of Directors, although this is not a requirement. The authority of the Board of Directors is defined by the charter of the JSC and, if a Board is not provided for in the charter, the corresponding authority must be vested with the JSC’s General Shareholders Meeting.
In addition to the foregoing governing bodies, a JSC must either establish an Internal Auditing Commission or elect an Internal Auditor to oversee its financial and economic activities, members of which must be elected by the shareholders.
The General Shareholders Meeting is the highest governing body overseeing the activities of a JSC. Its authority is outlined in the JSC Law and cannot be altered.
Each common share carries one vote at the General Shareholders Meeting (except for cases of cumulative voting where provided for in the JSC Law), and most decisions are made by a simple majority vote, although for certain key decisions a supermajority of 75% is required.
The daily management of a JSC is the responsibility of the Executive Body, which may be comprised of one person (the General Director) or may consist of both the General Director and the Management Council. The Executive Body is responsible for all matters which do not fall within the authority of either the Board of Directors or the General Shareholders Meeting. The General Shareholders Meeting may (by a majority vote), choose to delegate the powers of the Executive Body to an external commercial organization or to an individual manager on the contractual basis: however this decision may be taken only pursuant to a proposal from the Board of Directors (if the company has a Board of Directors).
Source: Doing business in Russia by Baker & McKenzie
