The Supreme Court will consider a dispute to recover damages from the ex-director

The shareholders of the corporation filed a lawsuit (case No. A40-121758/21) seeking recovery of damages from the former director. The defendant held the position of general director of the corporation.

Audit of the defendant’s performance revealed facts of arbitrary issuance of orders for bonus payments, which led to receipt of remuneration in the amount exceeding the amount envisaged by the labor contract. In the opinion of the participants these actions constituted damages since in order to award bonuses the director should receive the approval of the participants which was not forthcoming.

In dismissing the suit the courts proceeded from the fact that during the period of employment the defendant had performed his job duties in good faith and with good quality. And under his employment contract, the employer has the right to take incentives and impose penalties on employees in accordance with the rules of internal labor regulations and applicable law. Bonuses may be paid to employees for conscientious performance of work duties and achievement of high results in the manner, terms and amounts determined by the regulations on remuneration and material incentives.

The Court of First Instance noted that the General Director had not taken decisions to change the amount of his salary, and in terms of incentives in the constituent and local documents of the company is not directly prohibited the defendant for the appointment of a general director of incentive payments.

As the Supreme Court indicated, according to the applicant of the cassation appeal, the courts actually support the position that the executive body of the company, regardless of the will or approval of its founders without any legal consequences, may accrue and pay bonuses and allowances to itself in an unlimited amount. According to the court, this is not and should not be considered as an unfair action of the director to the detriment of the interests of the company. At the same time, the very fact that the company held regular general meetings of participants and that the CEO was not disciplined is, according to the courts, an absolute basis for accruing bonuses to himself and an indisputable confirmation of the approval of these actions by the founders of the company.

Source: https://rusbankrot.ru/legislative-news/vs-rf-rassmotrit-spor-o-vzyskanii-ubytkov-s-eks-direktora/