Appointment of the General Director
The only body authorized to appoint a person to the specified position is the general meeting of shareholders (GMS). One of the members of the board of directors (BoD) of the OJSC has the right to apply for this vacancy. The charter of a legal entity plays an important role here. It is allowed that the CEO may be the chairman of the board of directors. A contract must be concluded with the person appointed to this position. It sets out the rights and obligations of the parties. All provisions of the contract are approved by a collegial decision of the general meeting of shareholders.
What is the difference between a director and a general director in practice?
When creating a new organization, it is necessary first of all to decide on the proposed structure of the company, based on the type of its main activity. If you plan to coordinate the work of departments, including separate ones, with a large number of personnel, then it is most logical to leave the position of general director or president for the head of the company, and for department managers - the positions of directors or managers (for example, development director, financial director, division manager) .
If a small company is created with a small number of employees, where often the functions of departments of large corporations are performed by one employee, then the position of “director” will be sufficient for the manager.
It is also worth considering the following features: according to established practice, when drawing up contracts and documents with counterparties, lawyers and accountants indicate the position of general director for the signatory. If you decide to use a different job title, then the contracting officer will have to constantly emphasize this fact and possibly redo contracts just because of an error in the signatory's job title.
Read about how the CEO can resign at his own request.
Cooperation between the Board of Directors and the CEO
The task of the Board of Directors is to transfer to the General Director certain rights necessary for the performance of direct official duties.
All orders of the General Director are binding for all company personnel. Legislation does not allow the board of directors to limit the powers of the specified position. In this case, the board of directors may make a proposal to recall the general director.
His duty is to strictly implement the decisions approved by the general meeting of shareholders. The director performs all actions on behalf of an open joint stock company without a power of attorney. He has the right to represent the interests of a legal entity on domestic and international platforms. In addition, the General Director manages the property and funds of the company. The procedure for this is regulated by the charter and decisions of the general meeting.
Throughout his entire activity, the manager issues orders and makes decisions regarding the operational activities of the company. Responsibilities for implementing the decisions of the general director rest with the board. With mandatory agreement with the manager, the Council appoints members of the board.
GLAVBUKH-INFO
Job description of the General Director (JSC)
1. General Provisions
1.1. The General Director manages the production, economic and financial-economic activities of the Company in accordance with the current legislation of the Russian Federation within the powers granted to him by the regulatory legal acts of the Russian Federation, the Charter of the Company, internal regulatory documents of the Company, the employment contract and this Job Description, bearing full responsibility for consequences of decisions made, safety and efficient use of the Company’s property, as well as financial and economic results of its activities. 1.2. The General Director of the Company reports directly to the general meeting of shareholders and the Board of Directors of the Company. 1.3. During the absence of the General Director of the organization, his official duties are performed by an employee of the Company appointed by order, belonging to the category of managers. 1.4. The General Director is guided in his activities by: - legislative acts of the Russian Federation; — Charter of the Company, Internal Labor Regulations, other regulations of the company; — decisions of the general meeting of shareholders and the Board of Directors of the Company; - this job description.
2. Job responsibilities of the General Director
The General Director performs the following job responsibilities: 2.1. Manages the financial and economic activities of the Company, ensures that the Company fulfills the tasks assigned to it, organizes the work and effective interaction of all structural divisions of the Company. 2.2. Ensures compliance with the law in the activities of the Company, fulfillment of all licensing requirements when carrying out the activities of the Company in accordance with the legislation of the Russian Federation, organizes the preparation of relevant documents and the implementation of all necessary actions to obtain (renew) a license to carry out the statutory activities of the Company. 2.3. Ensures that the Company fulfills all obligations to the federal, regional and local budgets, state extra-budgetary social funds, as well as customers and creditors. 2.4. Organizes the development and implementation of the latest progressive forms of management and labor organization, scientifically based standards of material, financial and labor costs, studying market conditions and best practices (domestic and foreign) in order to comprehensively improve the technical level and quality of work (services), economic efficiency of work production and services), rational use of production reserves and economical use of all types of resources. 2.5. Resolves issues related to the financial, economic and business activities of the organization, within the limits of the rights granted to him by law, delegates certain areas of activity to other officials of the Company. 2.6. Ensures and controls the implementation of decisions of the general meeting of shareholders, the Board of Directors of the Company, provision of information, reporting on the activities of the Company and explanations on issues of management of the activities of the Company to the general meeting of shareholders, the Board of Directors and auditors of the Company. 2.7. Organizes provision of the Company with all necessary material and technical conditions for its activities. 2.8. Ensures the safety of property and material assets belonging to the Company; protection of the Company's property interests in court, arbitration, government and administrative bodies. 2.9. Organizes work to provide the Company with qualified personnel, rational use of their professional knowledge and experience, conducting certification and training of employees. 2.10. Organizes the development and approves the Company’s staffing table and job descriptions for the Company’s employees. 2.11. Organizes the maintenance of accounting, all forms of reporting, office work and archives of the Company, ensures the maintenance of proper accounting and preparation of reports provided for by the current legislation of the Russian Federation, organizes all necessary work to implement internal control in the Company. 2.12. Organizes and controls the fulfillment by the Company’s employees of their official duties, the requirements of the legislation of the Russian Federation and the Company’s internal regulations, takes measures to eliminate violations and shortcomings in the work of employees. 2.13. Performs other executive and administrative duties regarding the operational and economic activities of the Company.
3. Rights of the general director
The General Director has the right: 3.1. Draw up and sign documents related to his level of competence. 3.2. Represent the interests of the Company without a power of attorney in relations with government bodies, third-party organizations and institutions. 3.3. Conclude and terminate on behalf of the Company any types of contracts, including labor contracts. 3.4. Open all types of Company accounts in banks. 3.5. Approve the Company's staffing schedule, internal labor regulations and other internal documents of the Company. 3.6. Manage the property and funds of the Company. 3.7. Issue powers of attorney. 3.8. Hire and fire employees of the Company. 3.9. Encourage and hold the Company's employees to disciplinary and financial liability. 3.10. In accordance with the legislation of the Russian Federation, determine the system, forms and amount of remuneration and material incentives for the Company’s employees. 3.11. Submit issues related to his activities and beyond his competence for consideration by the general meeting of shareholders and the Board of Directors of the Company in the manner determined by the legislation of the Russian Federation and the Charter of the Company. 3.12. Make decisions within your competence.
4. Responsibility of the General Director
The General Director is responsible: 4.1. For failure to perform and/or untimely, negligent performance of one’s official duties. 4.2. For losses caused to the Company by his guilty actions (inaction) in the process of performing his functions and duties provided for by this job description. 4.3. For disclosure of information containing official and commercial secrets. 4.4. For failure to comply with job descriptions by subordinate employees, for their failure to comply with the Internal Labor Regulations, Safety Rules, Labor Protection, Fire Protection and other internal regulatory documents of the Company.
Source: Rabota.ru
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Description of the director's position
A director, as a rule, is appointed a person in a non-profit structure who has a number of management, supervisory, representative and other functions to manage the organization.
The director's key responsibilities and area of responsibility are directly related to the company's activities. For example:
- The head of the transport organization ensures the safety of transportation and the creation of conditions for the work and rest regime of drivers. In some cases, it is responsible for licensing activities and providing special vehicles.
- In the field of public catering, the head of a canteen or plant is personally responsible for the quality of food preparation, compliance with technology, sanitary standards, and product safety.
Under his leadership, a collectively developed development strategy for the organization’s profile is implemented, production and economic plans are implemented, and financial and economic issues are resolved.
He appoints deputies for the management of various areas of activity, delegates powers to officials for the management of branches, representative offices, divisions, and sites.
Deputy managers are appointed in both non-profit and commercial structures; there are no restrictions on the use of this position. The following job designations have become common: Deputy Director
- on development;
- on educational work;
- on scientific and methodological work;
- public relations;
- on the administrative and economic part;
- for general questions, etc.
In practice, in small limited liability companies with a minimum number of employees, there is a combination of a director and a founder in one person, who additionally performs the role of an accountant or HR clerk. In such cases, they become one not through a competition or as a result of elections of the general meeting, but through self-appointment.
How to correctly draw up a notice of a change of general director - see this article.
Read about how to properly dismiss the director of an LLC at your own request.
Commercial Director = Sales Director + Marketing Director
This option corresponds to the position of director of marketing and sales, which has become common in Western practice. The marketing director and commercial director in one person need the ability to perfectly navigate market trends, taking into account the specifics of the work of competing companies, customer preferences and expectations. But managing sales in the market often requires maximum efficiency, which is why marketing itself fades into the background. As a result, the commercial director may not have enough time for the marketing area. Consequently, there may be a lack of necessary marketing tools, as well as the skills to use them in practice, and a strategic view of the medium-term perspective of market development.
- Material motivation of personnel. Advice from the General Director
Expert opinion
Andrey Karpov, commercial director of JSC AK Mobiltelecom, Ulan-Ude
The main task in the work of any commercial director is to increase the number of sales. The more tools a commercial manager has at his disposal, the more efficient his work will be.
When one employee concentrates the functions of a commercial director for working with clients, organizing sales, collecting and analyzing marketing campaigns, and advertising campaigns, he has more opportunities for targeted influence on clients, including potential target audiences. Under such a structure, it is much easier for the commercial director to coordinate the company's sales efforts, coordinating the results of marketing and trade.
This combination becomes especially relevant for companies specializing in innovative products. Indeed, in this segment it is necessary to maintain sales volume through appropriate marketing tools.
Who is a commercial director: responsibilities and functions
You will learn:
- How the concept of “commercial director” has evolved.
- Job responsibilities and functions of the commercial director.
- Which companies do not need a commercial director?
- In what cases is it advisable to rename a commercial director to sales director?
- At what enterprises can the commercial director be responsible for purchasing?
The commercial director is responsible for areas of activity related to supply, economic and financial activities and sales of the company.
The term “commerce” became fundamental for the people who were the first in Russia to work as commercial directors. After all, many areas of the domestic economy in the 90s were based on resales. Therefore, the entire business was based on commerce - to purchase on more favorable terms and then sell at a higher price. These tasks were assigned to both ordinary shuttle workers and entire companies that today managed to reach millions in turnover.
At that time, many companies did not even have the positions of sales director or purchasing director, and the term “marketing” was known only to a few. The commercial director was assigned a second role after the general director, who was usually a shareholder or owner of the business.
CEO speaks
Ilya Mazin, General Director of Office Premier CJSC, ErichKrause group of companies, Moscow
Often people in the position of commercial director grow into successful owners and managers of enterprises. Such career progression is much less common among financial or administrative directors. Commercial directors in 80% of cases are specialists with experience in sales departments, as managers or executives responsible for VIP areas. Sometimes specialists who leave purchasing departments also become commercial directors.
The commercial director is assigned job responsibilities in several areas of activity simultaneously. Therefore, he has sufficient skills to move to a higher position. Therefore, in the position of commercial director, a person gains quite valuable and important experience, mastering the necessary skills and forming useful connections for future work.
As all business and markets became more civilized, separate tasks began to be separated from commercial activities - including the functions of marketing, purchasing and sales. Therefore, the role of commercial directors in the work of companies has undergone certain changes.
>KPI for commercial director: calculation examples
The editors of our magazine used examples to figure out for what indicators and in what amount the commander should be rewarded.
Calculate KPI
Commercial Director = Head of Sales Department
In this case, the commercial director is assigned a minimum set of functions. He will only be responsible for the sales of his company. A more appropriate job title in this situation would be not commercial director, but sales director. To prevent a person from feeling demoted, you can rename a position during a change in leadership in that position.
Expert opinion
Andrey Milyaev, commercial director of the group, St. Petersburg
In our company, the commercial director will manage two sales departments - complex telecommunications projects and engineering equipment. We are currently engaged in the reorganization and restructuring of our company’s business processes. The purpose of such transformations is to increase the efficiency of our interaction with the market, and internal interaction within the company itself - between departments that are responsible for the areas of logistics, sales and production. It is important that management in the company is ensured from one point - for a unified policy of working with the market. In the future, when business processes have been formed, it is necessary to select workers from the existing sales department employees who will become the heads of these departments.
