Remuneration to members of the board of directors of joint-stock companies may be paid in the absence of profit

The Bank of Russia issued an information letter dated 04.08.2017 N-015-28 / 41, explaining that the availability of profits from the JSC is not a prerequisite for the adoption at the general meeting of shareholders of a decision on the payment of remuneration to members of the board of directors.

The letter notes that the Law on AO connects the payment of the said remuneration to the performance by the members of the board of directors (supervisory board) of the company of the functions assigned to them and the adoption of the relevant decision by the general meeting of shareholders, and not with an indication of such remuneration in the constituent documents of the company or the company's net arrived.

In addition, the Bank of Russia emphasizes that the Law on JSC does not contain restrictions on payment to members of the board of directors (supervisory board) of a company only from profits or only if there is a company's profit for the reporting year. In this connection, the decision on the payment of remuneration can be made and in the absence of the company's profit for the reporting year.

A source: http://www.consultant.ru/document/cons_doc_LAW_36589/ece6280b14469024ca931da750be0ac9f88766d2/