THE PRINCIPLE OF “TWO KEYS” OR “FOUR EYES” IN THE CORPORATE GOVERNANCE: ORGANIZATIONAL AND LEGAL ASPECTS

The article is based on the changes made to the Civil Code of the Russian Federation by Federal Law No. 99-FZ dated 05.05.2014, according to which the constituent document of corporation may provide that the powers of the sole executive body (director) of corporation may be granted to several persons at once (paragraph 3, paragraph 1 of article 53 of the Civil Code of the Russian Federation). The problems associated with implementation of the “two keys” principle (or “four eyes”) that are new for Russian corporate law are examined, its positive and negative aspects are revealed, its features and difficulties of application in the corporate management practice are analyzed. It is noted that the general provisions on the multiplicity of directors of corporation, fixed in the Civil Code of the Russian Federation, have not yet received due to development and specification in the special legislation. As a result, practically there are many difficulties associated with peculiarities of managing a company by several directors. Attention is drawn to the fact that extensive foreign experience in this field may be of little use in the context of Russian reality. At the same time, the prospects for development of this principle in the Russian Federation are determined and some recommendations for its use are given. It is concluded that in the Russian context, the implementation of the principle of “two keys” should be approached taking into account the legal status of corporation, the specifics of its organizational and legal form, its stage of development, its objectives, as well as the human factor and corporate interests.

corporation, corporate governance, principle of “two keys” or “four eyes”, sole executive body, corporation articles of association, director general, co-managers, separation of powers, plurality of directors, human factor.

Kolontaevskaya I. F. The principle of “two keys” or “four eyes” in the corporate governance: organizational and legal aspects. Business. Education. Law, 2019, no. 3, pp. 227–231. DOI: 10.25683/VOLBI.2019.48.312.