Formation of corporate structures in Russia. Integrated corporate structures Corporate structure

2.1 The essence of the concept of "corporation". Main advantages, principles of corporatization. Types of corporate structures

A corporation is an organization recognized as a legal entity, based on the pooling of capitals and, consequently, legal and individuals, for certain purposes, providing for shared ownership and carrying out socially useful activities, as well as characterized by a significant concentration of management functions at the top level of management. From this definition it follows that a corporation is a collective entity with certain features:

1) a union of persons subordinate to group interests (combined formation);

2) pooling of capitals;

3) various fields of activity (production of material goods), finance, trade, extraction and processing of raw materials;

4) the status of a legal entity, confirmed by the fact of registration.

In the modern world economy, corporations are being consolidated and strengthened due to certain advantages that they have:

a) the possibility of implementing large capital-intensive projects as a result of the concentration of resources;

b) increasing the material interest of participants in achieving ultimate goal;

c) an increase in the quality level of project development;

d) cost reduction by optimizing the management structure, increasing flexibility, automating production and management;

e) growth of competitiveness as a result of strengthening market positions due to best quality, lower prices, as well as by optimizing relations with suppliers, consumers;

f) market dominance due to restrictions on competition;

g) reduction of financial and economic risks in connection with the diversification of production;

g) expanding the base of scientific research and accelerating scientific and technical progress;

h) concentration of economic and, as a result, political power to protect corporate interests before the state apparatus.

characteristic feature corporate structures is the presence of the head parent company, which accumulates resources and uses them in priority areas of development. At the same time, the parent company can delegate a number of powers to dependent companies, forming feedback from them to generalize and regulate the company's strategy as a whole.

The corporatization processes are based on the principles of cooperation, centralization and concentration. The principle of cooperation is a form of association of participants, as well as resources for the purpose of implementing scientific, technical, marketing and other developments, assuming the preservation of the legal independence of individual subjects of the corporation, and in some cases, economic independence. The principle of centralization means strengthening the power functions of the head parent company, which is the head of the entire corporate entity. However, this does not exclude, and in some cases enhances, the processes of delegation of authority to dependent and subsidiaries. The principle of capital concentration expands the possibilities for the implementation of various functions, but at the same time there is a loss of certain aspects of independent economic activity companies belonging to the company.

Depending on the direction of integration (cooperation), corporate associations are distinguished:

horizontal;

vertical;

conglomerate types.

Horizontal integration is the union of enterprises in the same industry in order to limit competition.

Vertical integration is an association of enterprises from different fields and industries, but connected by a common production process.

A conglomerate association means an association of enterprises from various industries that are not connected by a single production process.

Participation system.

The basis for the integration of modern corporate structures is the participation system, which allows for the unified control of subsidiaries and independent enterprises by parent companies due to the ownership of a certain block of shares. The participation system involves several forms of control of dependent and subsidiaries of the enterprise:

1) full control when the company belongs to one person (legal or natural).

2) control based 50% + 1 share.

3) control based on ownership of 10% - 50% of the shares, when the shares are scattered among many participants.

4) Control based on subordination, which involves the strategic management of the parent company by subsidiaries through a controlling stake, and they in turn exercise control over their subordinate enterprises, etc.

5) Mutual control due to the system of cross-ownership of shares between several enterprises.

2.2 The mechanism of functioning of the corporation.

The functioning mechanism of a corporation is a time-ordered business operation by a set of legal entities engaged in business activities to develop and bring products to the end consumer within the entire technological chain or sets of technological chains within a number of business projects.

To implement a business project, the parent company must coordinate production, technological, information and management chains with subordinate companies.

To manage the functioning of chains, the following should be created:

1- Communication systems between the governing body of the corporation and technological chains, as well as subordinate companies;

2- Calculations of planned tasks for the allocation of fragments of technological chains by individual enterprises of the corporation.

The planning process is carried out in 3 stages:

Stage 1 - the sequence of inclusion in the business project of the activities of individual enterprises of the corporation is determined;

Stage 2 - Designing a schedule for the implementation of each business project in terms of time, deadlines, participants, stages;

Stage 3 - Design financial flows(income and expenditure financial resources, consolidation of profits in the parent company or decentralization of profits, lending to individual enterprises).

The result of the implementation of all 3 stages is an organizational plan, which, in addition to organizational aspects of chain management, also contains calculations of the economic efficiency of a business project.

In addition, an important element of the functioning of the corporation is a system of material incentives, which maintains a balance of interests of participants and enhances their motivation.

2.3. Brief description of organizational and legal forms of corporate construction.

In domestic legislation, the concept of a corporation as an organizational and legal form is not defined. However, there are rules governing the activities of commercial and non-profit organizations. In this regard, the subjects of the corporation and the corporation itself as a commercial organization can be formed in the form of various organizational and legal forms that differ:

The composition and status of the founders (owners);

A measure of responsibility for the undertaken obligations;

Distribution of income or losses from the results of economic activity;

management organization;

Terms of reorganization and liquidation;

Composition of constituent documents.

Unitary enterprises have one founder, being a fragment of the corporation's technological chains. The measure of responsibility for the assumed obligations extends to the property of the enterprise. The distribution of income and losses is carried out on the basis of the charter and the system of material incentives. Management is carried out by the owner through a director appointed by him. Reorganization can be carried out with an increase in the number of owners, and liquidation - on the initiative of the owners, the court or the registration authority as a result of bankruptcy, violation of the law. Founding document- charter.

A general partnership may be created by two or more owners. It can be both a fragment of the technological chain and the basis for the structuring of a corporation. As owners can be individual entrepreneurs And commercial organizations. Distribution of income and losses -- in proportion to the contributions of the owners to the statutory fund. Management is carried out through the consent of all owners. Reorganization can be carried out if only one participant remains in the partnership. Liquidation at the initiative of the owners, the court or the registration authority as a result of bankruptcy, violation of the law. The founding document is the founding agreement between the participants.

A limited partnership operates in the legal field of a full partnership, but with a number of exceptions. It allows additional capital investors (limited partners) who do not participate in management and are liable for the obligations assumed only within the limits of their contributions. 2nd exception - a limited partnership can function if only one owner and one limited partner remain in its composition.

LLC can be organized by individuals and legal entities. It can be both a fragment of the technological chain and the basis for the structuring of a corporation. The measure of responsibility is within the limits of the property of the enterprise. The minimum number of owners is 2. Income and losses are distributed in proportion to the contributions of the owners. The supreme governing body is the general meeting of owners, which appoints executive agency management and forms a supervisory board. Reorganization - with the number of owners less than 2. Liquidation may be initiated by the owners, a court or a regional body as a result of bankruptcy, violation of the law. Constituent documents - 2 (charter, memorandum of association).

ALC operates in the legal field of an LLC, but the responsibility for its obligations extends to the personal property of the owners, and therefore this organizational form has a weak basis for corporate development.

The most common organizational and legal form in the corporate structure is a JSC, which is established by individuals and legal entities. The number of shareholders is at least 2. JSCs can be open or closed. JSC, the participants of which may alienate their shares with the consent of other shareholders and a limited circle of persons, is Closed. An open joint-stock company (OJSC), on the contrary, allows the alienation of shares without restrictions.

The measure of liability for assumed obligations is within the limits of the value of the Shares. The distribution of income in the form of dividends is carried out depending on the profitability of the JSC (with the exception of preferred shares and bonds). The supreme governing body is the meeting of shareholders, which appoints the executive body (management board, supervisory board (with more than 50 shareholders) and the audit commission).

Constituent documents 2:

Memorandum of association.

JSC is reorganized if the number of shareholders is less than 2.

The cooperative is organized by shareholders in the amount of at least 3. The measure of responsibility for the undertaken obligations is within the limits of the amount of share contributions. The distribution of income is in accordance with the labor contribution of each. The supreme governing body is the general meeting of members of the cooperative, which elects: the board and the chairman. The cooperative is reorganized when the number of participants is less than 3. Reorganization and liquidation is carried out by decision general meeting. The founding document is the charter. A cooperative can only be a fragment in the technological chain of a corporate device.

A corporate association may include subsidiaries and affiliates. A business company is recognized as a subsidiary, if another economical society(parent company), by virtue of its predominant participation in the authorized capital, has the ability to determine the decision taken by such a company. A business company is recognized as a dependent company if another business company (the parent company) has such a number of votes in the supreme management body of the dependent company that is sufficient to reject any undesirable decision.

Many family businesses do not make it past the fourth generation, but some manage to grow into large international conglomerates that successfully trade in one or more international markets. Survival family business in the long term depends on whether you can combine and maintain a balance between doing business, owning it and family relationships. To survive, it is necessary to turn the business into a corporate structure, where there would be a team of qualified managers, a board of directors and competent managers.

The corporate world is constantly changing, and it is becoming increasingly difficult to assess what a corporate structure is and what managerial positions exist in it. It is equally difficult to keep abreast of which people are responsible for what and what they influence within the company.

Modern titles for managerial positions can drive the average investor crazy. The various positions are often referred to as "Group C": Chief Executive Officer CEO, Chief Finance Officer CFO, Chief Operating Officer COO, Chief Information Officer CIO, Chief Strategy Officer CSO, and so on. Other titles - such as President and Vice President of VP - can also cause difficulties, even for the company's employees themselves. To make things even more confusing, different firms, especially start-ups, use all these names in huge numbers and in an approximate sense - either to create the image of a serious corporation, or to lure talented managers with a beautiful job title.

Given that there is a strong relationship between organizational performance and market share, investors should be on the lookout for news about executives, including CEOs, CFOs, and vice presidents. The past recommendations of these managers are especially important in terms of creating short-, medium- and long-term value.

To create such an organization where the interests of the owners are protected, many companies have chosen the path of creating a two-level corporate hierarchy. The first level is the board of directors: it consists of people chosen by the shareholders of the company. The second level is administrative management: headed by the CEO, the team consists of people recruited by the directors or the CEO.

The task of the board of directors is to control the management of the company so that the course is in the interests of the owners. In general, the board of directors must ensure that the interests of the owners are protected and taken care of. Council members are elected by the owners of the company, and the council itself consists of two groups: the first group includes a management team from among the company's employees.

This group may include the CEO, CFO, VP, or other full-time managers working for the company. The second group is selected from employees external to the company; it is assumed to be independent of the company.

Board members can be divided into three categories:

(A) Chairman of the board of directors. He is responsible for ensuring that the work of the council is carried out quickly and efficiently. In fact, he is the leader of the organization. His job is usually to maintain strong relationships with the CEO and other managers, develop the company's business strategy, represent the company to the public and to owners, and maintain corporate integrity. The head is selected from the members of the board of directors.

(B) Executive directors. Approve management plans and budgets, as well as key corporate initiatives and projects. Directors can be both owners of the company and managers recruited from among the employees. They let the other board members know what's going on inside the company. They are also called "internal directors" if they are part of the management team within the company.

(B) Non-executive directors. In terms of defining strategic directions and corporate policy they have the same responsibilities as executive directors. The difference is that they are not direct members of the management team in the company. The main purpose of the presence of such people on the board of directors is to obtain a balanced and impartial vision of the company's prospects.

The administrative management team is directly responsible for the day-to-day management of the company, including monitoring the profitability of the business and implementing the business strategy.

1) The CEO, as a rule, reports directly to the board of directors for everything that happens in the company. His responsibilities include implementing the decisions of the board, as well as overseeing the smooth operation of the company. The management team helps him with this. The CEO is often both the president of the company and, accordingly, one of the executive managers on the board of directors (unless he is the head of the board).

2) The COO, often referred to as the senior vice president, is responsible for marketing, manufacturing, sales, and human resources. As a rule, he is “closer” to the real affairs of the company than the CEO. The COO keeps track of what happens on a daily basis in the company and reports back to the CEO.

3) The CFO, also sometimes referred to as the vice president, reports directly to the CEO. He controls financial condition organizations, analyzes and verifies financial data, prepares reports on the financial performance of the company, draws up a budget, monitors costs and expenses. The CFO reports regularly on these matters to the board of directors and also provides information to owners and regulators. He regularly reviews the financial viability and integrity of the company.

The management of a public company, from the board of directors to executive managers, first of all implies concern for maximizing the profits of the owners. In theory, the executive management is responsible for the day-to-day operation of the company and the management of the business, while the function of the board of directors is to adequately represent the interests of the owners. In practice, it turns out that many boards of directors consist entirely of managers.

When investors evaluate a company, it is a good idea to make sure that the board of directors maintains a balance between performers and non-performers. Good signs are the division of roles between the CEO and the head of the board, as well as the presence of comprehensive professional expert support from lawyers, accountants and executives.

Considering the state of business in emerging economies, it is quite common for boards of directors to have no top managers (such as CEOs and CFOs) but members of the owners' families or people appointed by them. This does not necessarily mean that investing in such a company will not pay off, but investors should consider whether such a corporate structure will actually work in their interests.

Corporate culture, as an organization resource, is invaluable. It can be an effective personnel management tool and an indispensable marketing tool. A developed culture shapes the company's image and is also an integral part of the brand building process. This is paramount in today's market realities, where in order to succeed, any business must be customer-oriented, recognizable, open, that is, have the main features of a brand.

You need to understand that corporate culture is formed in 2 ways: spontaneously and purposefully. In the first case, it arises spontaneously, based on the communication models that the employees themselves choose.

Relying on spontaneous corporate culture is dangerous. It is impossible to control and difficult to correct. Therefore, it is so important to pay due attention to the internal culture of the organization, to form it and, if necessary, correct it.

The concept of corporate culture: main elements, functions

Corporate culture is a model of behavior within the organization, formed in the course of the company's functioning and shared by all members of the team. This is a certain system of values, norms, rules, traditions and principles by which employees live. It is based on the philosophy of the company, which predetermines the system of values, a common vision of development, a model of relationships and everything that includes the concept of "corporate culture".

So, the elements of corporate culture:

• vision of the company's development - the direction in which the organization is moving, its strategic goals;
• values ​​- what is most important for the company;
• traditions (history) - habits, rituals that have developed over time;
• code of Conduct - code of ethics an organization that spells out the rules of behavior in certain situations (for example, McDonald’s created a whole manual 800 pages thick, which spells out literally every possible situation and the options approved by the management of employees in relation to each other and to the company’s customers);
• corporate style - appearance company offices, interior, branding, dress code for employees;
• relationships - rules, ways of communication between departments and individual members of the team;
• faith and unity of the team in order to achieve certain goals;
• policy of dialogue with customers, partners, competitors;
• people are employees who share the corporate values ​​of the company.

The internal culture of the organization performs a number of important functions, which, as a rule, determine the effectiveness of the company.

Functions of corporate culture

1. Image. A strong internal culture helps create a positive external image of the company and, as a result, attract new customers and valuable employees.
2. Motivational. Inspires employees to achieve their goals and perform high-quality work tasks.
3. Engaging. Active participation of each individual member of the team in the life of the company.
4. Identifying. Promotes self-identification of employees, develops a sense of self-worth and belonging to the team.
5. Adaptive. Helps new team players to quickly join the team.
6. Management. Forms norms, rules for managing a team, divisions.
7. Backbone. Makes the work of departments systemic, orderly, efficient.

Another important function is marketing. Based on the goals, mission and philosophy of the company, a market positioning strategy is developed. Moreover, corporate values ​​naturally form the style of communication with customers and the target audience.

For example, the whole world talks about the corporate culture and customer service policy of Zappos. Rumors, legends real stories flooded the internet. Thanks to this, the company receives even more attention from the target audience.

There are basic levels of corporate culture - these are external, internal and hidden. The external level includes how your company is seen by consumers, competitors, and the public. Internal - values ​​expressed in the actions of employees.

Hidden - fundamental beliefs consciously shared by all members of the team.

Typology of corporate cultures

In management, there are many different approaches to typology. Since the concept of "corporate culture" in the business environment began to be studied in the 20th century, today some classical models have already lost their relevance. Development trends Internet business formed new types of organizational cultures. It is about them that we will talk further.

So, types of corporate cultures in modern business.

1. "Role model". Here relationships are built on rules and distribution of responsibilities. Each employee fulfills his role as a small cog in a large mechanism. A distinctive feature is the presence of a clear hierarchy, strict job descriptions, rules, norms, dress code, formal communications.

The workflow is thought out to the smallest detail, so failures in the process are minimized. Often this model is used in large companies with different departments and a large staff.

The main values ​​are reliability, practicality, rationality, building a stable organization. Due to these features, such a company cannot quickly respond to external changes, so the role model is most effective in a stable market.

2. "Dream Team". Team model of corporate culture, in which there are no job descriptions, no specific duties, no dress codes. The hierarchy of power is horizontal - there are no subordinates, there are only equivalent players of the same team. Communication is often informal and friendly.

Work issues are resolved together - a group of interested employees gathers to perform a particular task. As a rule, the "bearer of power" is the one who has assumed responsibility for its decision. In this case, the distribution of areas of responsibility is allowed.

Values ​​- team spirit, responsibility, freedom of thought, creativity. Ideology - only by working together, you can achieve something more.

This type of culture is typical for progressive companies, startups.

3. "Family". This type of culture is characterized by the presence of a warm, friendly atmosphere within the team. The company is like a big family, and department heads act as mentors, who can always be turned to for advice. Feature - devotion to traditions, cohesion, community, customer focus.

The main value of the company is people (employees and consumers). Caring for the team is manifested in comfortable working conditions, social protection, assistance in crisis situations, incentives, congratulations, etc. Therefore, the motivation factor in such a model has a direct impact on work efficiency.

A stable position in the market is provided by loyal customers and dedicated employees.

4. "Market model". This type of corporate culture is chosen by profit-oriented organizations. The team consists of ambitious, goal-oriented people who are actively fighting each other for a place under the sun (for a promotion, a profitable project, a bonus). A person is valuable to the company as long as he can "extract" money for it.

There is a clear hierarchy here, but, unlike the Role Model, the company is able to quickly adapt to external changes due to strong leaders who are not afraid to take risks.

Values ​​- reputation, leadership, profit, achievement of goals, desire to win, competitiveness.

Signs of the "Market Model" are characteristic of the so-called business sharks. This is a rather cynical culture, which in many cases exists on the verge of an oppressive management style.

5. Focus on results. Fairly flexible corporate policy, the distinguishing feature of which is the desire to develop. The main goals are to achieve results, implement the project, strengthen our position in the market.

There is a hierarchy of power, subordination. Team leaders are determined by the level of expertise, professional skills, so the hierarchy often changes. In addition, ordinary employees are not limited to job descriptions. On the contrary, they are often involved in solving strategic problems, opening up opportunities for them to develop for the benefit of the company.

Values ​​- result, professionalism, corporate spirit, striving for the goal, freedom in decision-making.

These are the main types of corporate culture. But besides them, there are mixed types, that is, those that combine features from several models at once. This happens with companies that:

• rapidly developing (from small business to large);
• were taken over by other organizations;
• changed the main type of market activity;
• experience frequent leadership changes.

Formation of corporate culture on the example of Zappos

Integrity, unity and strong corporate spirit are really important for success. This was proved by one of the world's best brands, Zappos, an online shoe store whose example of corporate policy has already been included in many textbooks of Western business schools.

The main principle of the company is to bring happiness to customers and employees. And this is logical, because a satisfied client will return again and again, and an employee will work with full dedication. This principle can also be traced in the marketing policy of the company.

So, the components of the corporate culture of Zappos:

1. Openness and accessibility. Anyone can visit the office of the company, one has only to sign up for a tour.
2. Right people - right results. Zappos believes that only those who truly share their values ​​can help the company achieve its goals and become better.
3. A happy employee is a happy customer. The brand's management does everything to make it comfortable, fun and joyful for employees to spend the day in the office. They are even allowed to issue workplace as they please - the company bears the costs. If the employee is happy, then he will gladly make the client happy. A satisfied customer is the success of the company. The freedom of action. It doesn't matter how you do your job, the main thing is to make sure that the client is satisfied.
4. Zappos does not control employees. They are trusted.
5. The right to make some decisions remains with the employee. For example, in the service department, the operator can own initiative make a small gift or discount to the buyer. This is his decision.
6. Learning and growth. Each employee first undergoes a four-month training, after which they have an internship in a call center in order to better understand customers. Zappos helps you improve your professional skills.
7. Communication and relationships. Although Zappos employs thousands of people, it goes to great lengths to ensure that employees get to know each other and communicate effectively.
8. The client is always right. Everything that is done at Zappos is done for the sake of the client's happiness. There are already legends about a powerful call center, where they can even call a taxi or give directions.

In general, the company is considered the most customer-oriented. And the level of its corporate policy is a model to follow. internal culture and marketing strategies Zappos exists in close symbiosis. The company tries its best to retain existing customers, because loyal customers bring more than 75% of orders to the company.

Write in the comments, what model of corporate culture is used in your business? What values ​​unite your employees?

An important modern macroeconomic phenomenon, occurring under the influence of globalization of various spheres of human life and activity, has been the formation and development of integrated corporate structures (ICS). The purpose of creating ICS is:

• increasing the efficiency of production and economic activities, minimizing production and transaction costs;
• growth of the company's capitalization by combining the assets of several organizations;
• creation of optimal technological and cooperative ties, freedom of maneuver with resources;
• increasing export potential and opportunities to penetrate the international market and gain a foothold on it;
• acceleration of scientific and technical developments and their introduction into production (innovations);
• increasing investment attractiveness due to the growth of financial stability, attracting investments.

Thus, the economic premise of the ICS is the desire to increase the competitiveness of participants (units included in the ICS) by combining their assets (tangible, intangible and financial). The advantages and disadvantages of ICS are presented in Table. 7.14.

The advantages of creating an ICS contribute to an increase in its economic stability, which, in turn, is the basis for the development of the national economy, and therefore ensures the growth of the well-being of all citizens.

Table 7.14

Advantages and disadvantages of ICS

Integrated corporate structures are formed, as a rule, at three levels of the corporate hierarchy (Fig. 7.7).

• 1. The corporate center concentrates management functions corporate capital, distribution of resources, formation of a market portfolio, formation of a corporate strategy, personnel and technical policy.
• 2. Management companies operate in separate market segments, manage business processes, production and distribution of resources within the management company.
• 3. Production and service companies carry out activities for the production of goods and services.

The possible distribution of functions between the parent company and subsidiaries of ICS is presented in Table. 7.15.

Distribution of functions between the parent company and subsidiaries of ICS

Table 7.15

There are vertically and horizontally integrated corporate structures.

Vertically integrated corporate structures combine companies that are part of a single, consistent technological chain. For example, ore mining, iron and steel smelting, production of rolled products, metalworking, production of automobiles, wagons, etc. By its nature, this is primarily intersectoral integration for the production of certain products. The purpose of such integration is, first of all, to ensure an uninterrupted and guaranteed supply of raw materials, materials, components, energy carriers at prices controlled by the corporation and to ensure control over all links in the technological chain of production of products and services.

Rice.

Horizontally integrated corporate structures unite enterprises that are homogeneous in terms of the type of products (services) produced.

The purpose of such integration is the desire of the participants of the association to increase the share of the market they occupy. As a result, the corporation will be able to determine:

• pricing policy produced goods and services;
• quality standards for products (services);
• terms of supply of raw materials, materials, components and energy carriers;
• requirements for sales and dealer structures.

From the organizational and legal side, the IKS has a certain organizational and economic form - an industrial group, a financial group, a financial and industrial group, etc.

Depending on the method of merger and the adopted system of agreements between the units being merged, the ICS differ in organizational and legal form - a cartel, a syndicate, a holding, a concern, a conglomerate, a supercorporation, an industrial and technological complex operating in one region or throughout the country, a transnational or international corporation .

Currently, the search for rational production and management structures corporate governance leads to the emergence and development organizational forms based on combinations of small, medium and big business. It should be noted that the organization entrepreneurial activity must meet three basic requirements:

• 1) efficiency from the point of view of the fundamentals of entrepreneurship policy;
• 2) constant updating;
• 3) ensuring sufficient sensitivity to changes in internal and external factors.

Holdings. One of the most common organizational and legal forms of ICS is a holding. World practice shows that the holding structure is viable, efficient, and sensitive to changes in the external environment.

Holding company(English, holding- owner) - a joint-stock company that uses its capital to acquire controlling stakes in other companies in order to establish control over them (Russian Economic Dictionary).

Typically, a holding company consists of a parent company (parent parent company), subsidiaries and grandchildren. A subsidiary of the parent company is a company in which the parent company owns more than 50% of the shares. At the same time, the subsidiary company has the status of an independent legal entity and, according to the organizational legal form is a society with limited liability. In a number of cases, a subsidiary company is the holder of shares of subordinate companies - grandchildren companies.

The main advantages of holdings are:

• flexible response to market fluctuations;
• the possibility of creating closed technological chains;
• cost savings on marketing, sales and other services;
• taking advantage of production diversification;
• unified tax, financial and credit policy;
• the ability to maneuver financial and investment resources;
• the possibility of optimizing business processes;
• the possibility of introducing progressive management methods.

Holding companies can be created by:

• 1) establishment of new joint-stock companies (JSC);
• 2) transformation of large organizations with the separation of separate divisions from them as legally independent (subsidiary) JSCs;
• 3) consolidation of blocks of shares of legally independent organizations. The creation of a holding company, by transferring to it a part of the shares of the merging companies in exchange for shares in the holding, means delegating management powers from the merged companies to specially allocated organizational structures.

In the course of the holding's activities, it is possible to increase its capital through mergers and acquisitions.

Depending on the structure of the controlling stake, there are three types of holdings: portfolio, investment and portfolio investment.

portfolio holding does not carry out any activities to manage the portfolio of securities included in the JSC holding. investment holding, on the contrary, it can investment activity, including selling and buying any securities, including shares.

According to the nature of their activities, holding companies can be divided into net holdings - companies engaged exclusively in control and management activities (Fig. 7.8), and mixed holdings, in charge of which, in addition to the functions of control and management, there are also issues of doing business (Fig. 7.9). As a rule, banks, insurance and investment funds participate in mixed holdings.

Rice.

Rice.

State and municipal authorities are involved in the holding, as a rule, to solve the problems of individual regions or industries for the following purposes:

• support for the development of promising industries.
• structural adjustment of the region's economy.
• "rescue" of individual unprofitable, but socially significant enterprises by redistributing profits within the holding in favor of unprofitable industries. This measure may be temporary. In this case, the development and implementation of a business plan is envisaged, the purpose of which is to bring an unprofitable enterprise out of a stagnant state by increasing its economic efficiency.

A schematic diagram of such a holding is shown in fig. 7.10.

Rice. 7.10.

Corporate restructuring. Changes are constantly taking place in the external environment of modern corporations. Factors of the external environment of the company are given in table. 7.16. Under the influence of external factors, in order to increase competitiveness, the management of companies is forced to look for effective economic and organizational management mechanisms, among which are the reorganization, restructuring and reform of the company.

Reorganization- reorganization of a legal entity (legal entities) without liquidation of affairs and property, followed by registration of a new legal entity.

Restructuring- complex change of methods of functioning of the company.

Reformation- changing the principles of the enterprise, aimed at its restructuring.

Table 7.16

Factors of the external environment of the company

The reorganization of a joint-stock company may be carried out by way of transformation, merger, accession, division, spin-off, liquidation.

transformation- a joint-stock company is transformed into a limited liability company or production cooperative. All rights and obligations of the reorganized company are transferred to the new legal entity. The transformation is carried out on the basis of legal documents.

merger- the emergence of a new company by transferring to it all the rights and obligations of two or more companies that cease their activities. It is carried out under an agreement between the companies in accordance with the deed of transfer.

Accession(absorption) - termination of the activities of one or more companies with the transfer of all rights and obligations to another company. Accession is carried out under an agreement on accession between the company being acquired and the company to which the accession is carried out, and in accordance with the deed of transfer.

Separation - termination of the existence of an independent company with the transfer of all rights and obligations to the newly created companies. The division is carried out in accordance with the separation balance sheet.

Selection - the creation of one or more additional companies with the transfer of part of the rights and obligations of the company being reorganized, while the latter does not stop its activities. The separation takes place in accordance with the separation balance sheet.

Liquidation is a last resort, the termination of the activities of a joint-stock company companies without transfer of rights and obligations by way of succession to other persons. Liquidation is considered completed after making an entry about it in the Unified State Register legal entities.

Possible directions of reorganization of the companies' activities are presented in Table. 7.17.

Table 7.17

Possible directions of reorganization of companies' activities

A schematic diagram of the restructuring of companies is shown in fig. 7.11.

Corporate property and securities. The property of a corporation is the basis of its economic viability, and the effectiveness of property management is a key factor successful work companies on the market. Its shareholders, state and municipal authorities are interested in the competent management of the corporation's property. The corporation's assets include:

• land with its natural resources;
• authorized capital, consisting of shares of a certain nominal value;
• property (buildings, structures, rolling stock, machinery and equipment);
• securities;
• finance (including profit);
• intellectual property (new technologies, inventions, patents, information, etc.).

Rice. 7.11.

Authorized capital is formed from the funds received by the corporation from its participants, and its amount, according to the Law on Joint Stock Companies, must be equal to at least 100 minimum dimensions wages (minimum wage) for closed joint-stock companies (CJSC) and at least 1000 minimum wages for open joint-stock companies (OJSC). Authorized capital is the maximum number of shares (common and preferred) that a company can issue. The number of authorized shares can be changed only by changing the authorized capital.

Authorized capital:

• 1) allows you to allocate the share of each shareholder in the total value of the property of the corporation. This is done by splitting the entire capital into parts (shares), each of which has a nominal price. The position of each shareholder in the corporation is determined by the number of shares he owns;
• 2) guarantees the fulfillment of the corporation's obligations to creditors, since the authorized capital is the minimum amount of funds that is guaranteed by the company. To ensure guaranteed function authorized capital there are the following rules: delimitation of authorized capital funds and current expenses, restriction on the purchase by the company own shares, restriction on the payment of dividends from the authorized capital;
• 3) provides a material basis for production activities.

Securities a document that formalizes a certain legal relationship is considered 1 . A security has legal, technical and economic features. The latter include profitability, liquidity, reliability and turnover.

Types of securities are legally defined by Art. 143 of the Civil Code of the Russian Federation. Among them are a government bond, a bond, a bill of exchange, a check, a depositary and savings certificate, a bank savings book and a share. The classification of securities is given in Table. 7.18.

Table 7.18

Securities classification

1 It is also spreading without documents, i.e. paperless registration of legal relations.

The main types of securities of Russian corporations are shares and bonds.

Stock- a security certifying the right of its owner to a share in the property of a joint-stock company, to receive dividends from its activities and to participate in the management of this company. Characteristics of the shares are given in table. 7.19.

Table 7.19

Characteristics of shares

Bond- a debt obligation under which the borrower guarantees the lender the payment of a certain amount after a certain period and the payment of an annual income in the form of a fixed or floating interest. Corporate bonds are characterized by:

• debt relations of the bondholder and the issuer;
• certain investment value;
• own course;
• liquidity, profitability and reliability.

Differences and common features of stocks and bonds are given in Table. 7.20.

General and distinctive features stocks and bonds

Funds for the creation and development of a corporation are obtained through the issuance and sale of shares, usually for cash. These shares together form the share capital of the corporation, which distinguishes between authorized capital, issued capital and capital in circulation.

Issued capital- the realized part of the authorized capital or placed shares (issue).

Capital in circulation is that part of the issued shares that remains in the hands of the shareholders. If the corporation does not redeem its shares, then the number of outstanding shares is equal to the number of issued shares.

Securities are acquired by investors, among which are:

aggressive focused on high profitability and investment growth;

conservative those who prefer safe investments;

experienced, expecting profitability, growth and liquidity of their investments.

Investors can be both individuals and legal entities who purchase securities in their own name and at their own expense.

Corporations organize the issue of securities to solve the following problems:

• 1) replenishment of working capital;
• 2) modernization of production;
• 3) reforming the corporation;
• 4) implementation of social programs;
• 5) implementation of environmental protection programs.

The main goal of property and securities management is to form the property of a corporation, which ensures an increase in its capitalization and profitability.

Corporate culture is a set of fundamental values ​​and standards supported by the enterprise, beliefs, ethical standards, beliefs and expectations, which are unsubstantiated accepted by the majority of employees, give people guidelines for their activities and determine the way of combining and coordinating the actions of management, structural units and individual employees.

The structure of corporate culture includes: the philosophy of the enterprise, the key goal or mission of the company, the prevailing values ​​of the company, the leadership style, the system of employee motivation, as well as the system of rewards and penalties for the team. It often happens that the changes planned by the higher management of the company are extremely difficult to take root in the team. This is due to the fact that new principles are difficult to fit into already existing system the values ​​of this group.

Corporate culture includes a number of components:

The idea of ​​the mission (purpose) of the organization, its role in society, the main goals and objectives of the activity;

Value attitudes (concepts of acceptable and unacceptable), through the prism of which all actions of employees are evaluated;

Models of behavior (response options) in various situations (both ordinary and non-standard);

Management style of the organization (delegation of authority, making important decisions, feedback, etc.);

The current communication system (information exchange and interaction between the structural divisions of the organization and with the outside world, the accepted forms of address "chief-subordinate" and "subordinate-chief");

Norms business communication between team members and with clients (other institutions, government officials, the media, the general public, etc.);

Ways to resolve conflicts (internal and external);

Traditions and customs adopted in the organization (for example, congratulating employees on their birthday, joint field trips, etc.);

Symbols of the organization (slogan, logo, clothing style of employees, etc.).

At the same time, these components must be accepted and supported by all members of the team (or by the vast majority of them).

The corporate culture includes the following structure:

1. The intellectual concept of the enterprise, including its mission, values, purpose of existence.

2. Organizational structure and a chain of command.

3. Enterprise management system.

4. Control mechanisms.

5. Company symbols, including corporate style elements (logo, anthem, company colors, etc.).

6. Daily behaviors of employees, including rituals, habits, etc.

7. Corporate mythology, including success and failure stories of the enterprise and its individual employees.

There are the following types of corporate culture:

1. Culture of power.

It is characterized by the concentration of managerial functions in the hands of a small group of people or one person, an authoritarian leadership style, strict control over the implementation of decisions, and a low level of bureaucratization. The culture of power is characteristic of authoritarian organizations.

2. Culture of roles.

This type is characterized by a high level of bureaucratization, delegation of duties and rights depending on the position held, but not personal competence, collective decision-making, control in accordance with complex procedures.

3. Culture of tasks.

This type is characterized by the presence of small groups of employees responsible for solving a certain range of tasks. Rights and responsibilities are delegated to employees who are able to perform certain actions. A task culture is adopted in organizations where the majority of employees have good professional quality and capable of delivering results.

4. Culture of individuals.

This type is formed in enterprises, the majority of whose members believe that they work better alone than in a group. This calls into question the existence of such enterprises. However, a firm with a culture of individuality can successfully exist if its employees are interested in professional knowledge and each other's skills.

University of Illinois professor Robert Cook used the following typology of corporate cultures:

1. Constructive cultures. They are distinguished by the willing cooperation of staff with each other, the desire of members of the organization to jointly solve work tasks.

2. Passive-protective cultures. They are characterized by the desire of the employees of the organization to interact with each other so that their personal interests do not suffer.

3. Aggressive-defensive cultures. In organizations with such a culture, employees interact with each other primarily in order to maintain their own position.

The external level of corporate culture is quite manageable: the symbols, mythology, rituals, rituals, and ceremonies inherent in the enterprise. It is possible to form and improve the basic level, which is rather laborious and complex: declared values ​​and norms of behavior expressed in the mission, vision, code, internal regulations, regulations, regulations, etc.

But there is also an internal level - an informal part of the corporate culture, manifested in the unwritten rules of the relationship of employees both among themselves and with the outside world. It is precisely because of the discrepancy between the internal level and the external that culture can also play a disorganizing role, be unproductive. In these cases, the practical “inclusion” of an employee in activities aimed at implementing the declared value so that it becomes his personal value helps.

The actions of senior leaders have a decisive influence on corporate culture. Their behavior, the slogans and norms proclaimed by them, and most importantly, the organizational resources aimed at their implementation and approval in the minds of the members of the enterprise, become the most important guidelines for the behavior of employees, who often serve more an important factor organization of behavior than formalized rules and requirements.

Corporate culture gives people a sense of belonging, commitment; promotes communication, initiative; creates efficient, high performance labor collective. And the constant search for a lasting advantage over competitors leads the company's management directly to the need to deal with cultural issues.

So, corporate culture is a complex organizational phenomenon that determines the existence of an enterprise and the performance indicators of its functioning. The corporate culture of an enterprise can be described by a number of quantitative and qualitative characteristics.

Moreover, the corporate culture of an enterprise is a complex system that includes a number of heterogeneous elements, among which are:

Objects of the material world;

Objects of the social world;

Social relationships;

Characteristics of objects of the material world;

Characteristics of objects of the social world;

Characteristics of social relationships.

In addition to the complex structure, when describing corporate culture, it is impossible not to mention its heterogeneity as a system. Corporate culture carries three interconnected subsystems:

The ideological basis of the organization (ideology);

Management culture of the organization (management);

Social culture of the organization (society).

These systems correlate with each other as equivalent and mutually influencing each other (Figure 1).

Figure 1. Subsystems of the corporate culture of the enterprise

These three subsystems are essentially links of a single management process, where the management system is the subject of management (including its characteristics), society is the object of management, and ideology is the fundamental basis for the relationship and interactions between the subject and the object of management. Thus, the exclusion of any link in the chain leads to the decay of the process. Accordingly, the subsystems are equal in their importance.

The mutual influence of subsystems of managerial culture can be traced using the terms of the sociobiogenetic concept of the enterprise. Suppose that the subsystem of the managerial culture is infected with a "virus" (the efficiency of its functioning is reduced). First of all, this is manifested in changes in the ideology of the enterprise, which immediately affects the society (the social culture of the enterprise). At the same time, it cannot be said that the nature of the influence on society will be indirect. The influence from the "infected" management culture occurs directly, but the influence through the ideological sector will be much deeper and more extensive, as it entails not only external, but also structural changes in the social culture of the enterprise. The "infected ideology" will absolutely directly change and influence the managerial and social culture. Moreover, an initially ineffective ideology will have a decisive influence on the formation and formation of managerial and social culture.

The subjective corporate culture is distinguished by the leading role of the management sector, based on the characteristics of the subject of management (Figure 2).

Figure 2. Subjective corporate culture of the enterprise

The positive aspects of this distribution of forces in the corporate culture:

1. The central element of the system is determined, which is its core;

2. To change the system of corporate culture, it is necessary to change only one of its elements, everything else can avoid even correction.

Negative sides:

1. Subjectivity of building a system of corporate culture;

2. A large number of random factors affecting the core of the system;

3. Dependence of the system on one element.

Democratic corporate culture is distinguished by the leading role of the social sector, based on the characteristics of the management object (Figure 3).

Figure 3. Democratic corporate culture of the enterprise

Positive aspects of this corporate culture:

1. Corporate culture can combine various subjective directions;

2. The collective beginning in the corporate culture, which gives a synergistic effect of energy increment for the organization as a whole.

Negative sides:

1. Multidirectional ideological basis of corporate culture;

2. Difficulty of change;

3. Difficulties in managing the system.

The fundamental corporate culture is distinguished by the leading role of the ideological sector, the formation of which is carried out purposefully, regardless of the existence of the organization, with a focus on objective requirements and subjective requests for its functioning (Figure 4).

Figure 4. Fundamental corporate culture of the enterprise

Positive sides:

1. The underlying objective ideology makes the existence of the organization, all its macro and micro processes predictable and manageable;

2. An objective set of elements of the ideological subsystem makes it possible to put forward objective requirements for the administrative and social sectors;

3. The unity of criteria for assessing the existence of the organization and the effectiveness of its functioning;

4. Sustainability organizational culture to the influence of external factors.

Negative sides:

1. Difficulty in carrying out the processes of changing the corporate culture;

2. Reduced flexibility in relation to the external environment.

Thus, it is obvious that an organization with purposeful developments of the ideological sector forms a more stable corporate culture than a subjective and democratic managerial culture.

Corporate culture matters for the team for the following reasons:

1. A feature of the corporate culture is the sense of security fixed in the minds of employees from belonging to the company or its value system. It is a set of rules and norms of behavior specific to the enterprise.

2. When an employee shares the general culture of the company, its priorities and values, his personal responsibility for the result increases. If every member of the work team works with this mindset, then the overall performance picture of the enterprise improves. Beginners quickly delve into the work process and more adequately perceive the events taking place in the team.

3. The presence of common goals and values ​​in the team helps to psychologically tune in to achieve results together.

4. Corporate culture stimulates the development of the image of the enterprise as a whole.

5. The employee identifies with the company, is proud to be a part of it.

7. The corporate culture exists in the company all the time - from its foundation to its closing. Even if the enterprise does not have a department that regulates its activities. However, competent management of corporate culture can significantly improve all indicators of the success of the enterprise.

It should be borne in mind that in addition to the dominant corporate culture, the values ​​and norms of which are accepted and shared by the majority of employees, there may be subcultures in the enterprise. (cultures of different structural divisions, informal groupings).

By the way, the presence of subcultures at the enterprise is a good sign: this indicates that employees are held together not only by official tasks, but also by personal interest. The main thing is that existing subcultures do not conflict with each other and do not come into dissonance with the general corporate culture of the enterprise.

Thus, on modern enterprise Corporate culture plays a huge role. Corporate culture determines the perception of employees about the enterprise, is an important source of stability and continuity. Corporate culture is a set of values, norms, opinions that are reflected in the actions of employees at all levels of the enterprise and form an unwritten code of conduct. The corporate culture gives people the opportunity to identify themselves with the enterprise, fosters a sense of commitment, responsibility for everything that happens, awareness of the importance of communications, creates the basis for stability, saves the enterprise's money and increases capitalization.