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Article

Вознаграждение члена совета директоров: контрактный подход

Закон. 2018. № 4. С. 162-173.
Цепов Г. В.

Based on contractual theory of corporation the author sees relations between a board member and a company as
management service agreement, and remuneration is seen as consideration. The complexity of economic system makes it difficult to figure out “golden formula” to determine remuneration of board members which depends on the results of their activities. Consequently, it is advisable to determine the level of remuneration of board members taking into account the value of time spent by them. Since decision to pay the remuneration is the term of the contract between a company and a board member, to invalidate it para.2 art. 174 of the Civil Code of the Russian Federation should be applied using the presumption of obvious damage. Obvious damage, in the absence of proof to
the contrary, is the excess of the remuneration level by twice or more of the value of similar services.