Legal alerts

Legal alerts

18 February 2021
Virus Control Measures Developed by Moscow Government.

Legal alerts

The Business Protection Headquarters in cooperation with representatives of business community developed a set of COVID Guidelines.

The guidelines were drawn up to improve the legal literacy of businessmen and to enable collection of evidence proving that businesses do take COVID containment measures. This document shall also allow the control authorities to determine whether any non-conformance was caused by the company in general or by one of the company officials. This will help avoid any serious fines.

Moscow control and supervision authorities also contributed to development of this information & reference document. It is based on the current recommendations of Rospotrebnadzor (Russian Agency for Health and Consumer Rights), orders of Moscow Mayor, orders and ordinances of concerned executive authorities in Moscow.

Annual Meeting of Shareholders and Ordinary Meeting of Members.

February is the high time to start preparing to the annual meetings of shareholders and members of limited liability companies. The year 2020 changed the regular due dates for holding such meetings in view of the exceptional circumstances which interfered with the normal flow of corporate processes. However, no changes in the due dates are expected in the current year. What are the steps to be taken right now to properly hold the meetings?

First, the companies should take into account that the meetings shall be held on the due dates as specified by their articles of association, but, in any case:

• for limited liability companies – from March to April inclusive;
• for joint stock companies – from March to June inclusive.

Non-compliance with the procedure stipulated for preparation and holding of meetings may result in administrative responsibility.

Proper issue of the resolution to hold the meeting is an important step for preparation for the meeting. Please note that the State Duma adopted the amendments at third reading on February 10 to allow holding of absentee meetings during the period until the end of 2021.

It is important to indicate the persons entitled to participate in the meeting of shareholders. It should be done not earlier than 10 days after the date of the resolution to hold the meeting. As a rule, the period between the date when the list is finalized and the meeting date shall not exceed 25 days.

Notices shall be prepared and sent to the meeting members. Specific requirements to the due dates, delivery methods and content of the notices should be taken into consideration.

The message or notice shall include, among other things, the meeting agenda. There are certain mandatory agenda items, such as election of the board of directors for the joint stock company, approval of annual performance results for the limited liability company. Additional items may be suggested for inclusion into the agenda by the shareholders, members of the limited liability company.

Necessary information and materials should be presented to the members of the meetings. Additionally, voting ballots should be prepared and delivered as required.

We can prepare all the necessary documentation and provide guidance throughout the entire procedure established for holding the meeting of shareholders or members of the limited liability company.

Personal dаta: Heavier Degree of Liability.

The bill on administrative liability, in particular, liability for non-compliance with the personal data protection requirements, passed at the third reading in the State Duma and was adopted by the lower chamber of parliament. The amendments will mostly become effective 30 days after the date of publishing in the form of federal law.

Now, the liability for non-compliance with the law on personal data shall be as follows.

For illegal processing of personal data, the officials shall be punished by fines in the amount of 10 to 20 thousand rubles and the legal entities shall pay as much as 60 to 100 thousand rubles. The same shall be generally applicable to any processing operations contrary to the data collection objectives. This offence is currently punishable by a warning or fine. The fine amount will be doubled in the future.

The fines shall also increase for any personal data processing without the written consent of the individual, where said consent is mandatory. The officials shall be obligated to pay 20 to 40 thousand rubles while the companies will risk paying as much as 30 to 150 thousand rubles in fines. Repeated violation shall also be punishable in the future. The fines for the officials shall be 40 to 100 thousand rubles and the fines for the companies shall be 300 to 500 thousand rubles.

Failure to provide unlimited access to the policy of personal data processing operator or to the information on compliance with requirements to personal data protection shall be punishable by the fine of 6 to 12 thousand rubles for the officials and 30 to 60 thousand rubles for the companies. Currently, the same offence is punishable by a warning or fine (half of the amounts indicated above).

Termination of Employment for Repeated Breach of Obligations.

A department manager received a reprimand for failure to control the work of supervised personnel. A few days later, the manager was dismissed for repeated non-compliance with his obligations because said manager failed to follow the director's orders over the year. The employee did not agree with termination of his employment. He referred to the State Labor Inspection Service and, further, to the court.

The State Labor Inspection Service performed the inspection and found no violations.

The first instance court and the court of appeal also acknowledged that the dismissal was lawful.

However, the Supreme Court of the RF reversed the judgements of the lower instance courts. The Supreme Court indicated that the employment was terminated based on the failure to comply with the obligations throughout the entire year. But the corporate order on employment termination did not indicate:

• the exact violation for which the employee was punished;
• the period of violation.

Thus, it is impossible to establish whether the employee breached the work discipline after application of disciplinary sanctions.

Therefore, the case was subject to retrial.

It is worth mentioning that the Supreme Court of the RF earlier explained what kind of information should be indicated in the corporate order on employment termination for repeated violation. The Supreme Court also indicated that the violation should be regarded as repeated if the employee commits said violation after application of sanctions.

Amendment of RF Labor Code: Remote work.

As you have already been informed, Federal Law No. 407-FZ dated 8/12/2020 "Amendment of the Russian Federation Labor Code for Regulation of Remote Work and Temporary Transfer of Employees to Remote Work upon the Employer's Initiative in Exceptional Cases" entered into force on January 1, 2021.

Please be reminded that in order to comply with the formal requirements of the law in terms of employment regulation, the employers shall define the procedure of interaction between the Employee and the Employer in the framework of company bylaws or in a separate agreement with the employee and shall issue a corresponding order on employee transfer to telework.

Moreover, the above amendments in general enabled regulation of remote work matters at the level of company by laws.

If necessary, our specialists are ready to assist you in development of any documents as required.

We track any changes in the law on a daily basis and present verified solutions for any matters which may occur in the legal environment of the RF for our clients.

For any additional information or clarifications, please do not hesitate to contact our specialists.
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