Corporate governance models. The concept of corporate governance What is the corporate governance system

The widespread use of the concept of a corporation has led to the fact that at present this term is applicable to a variety of economic phenomena. In the language of physics, there was a diffusion of this concept into other, adjacent spheres. And the difference in the interpretation of the concept of "corporate governance" depends on the research topic of a particular author.

Therefore, it is necessary to consider different approaches to the definition of corporate governance.

The management psychology approach defines corporate governance as management that engenders corporate culture, that is, a complex of common traditions, attitudes, principles of behavior.

The approach from the point of view of the theory of the firm implies the coincidence of the concepts of corporation and organization. For example, the concept of a corporate information system.

Approach from the point of view financial system defines corporate governance as certain institutional agreements that ensure the transformation of savings into investments and allocate resources to alternative users in the industrial sector. The effective flow of capital between industries and spheres of society is carried out within the framework of corporations, built on the basis of combining banking and industrial capital.

From a legal point of view, corporate governance is the general name for the legal concepts and procedures that underlie the creation and management of a corporation, in particular regarding the rights of shareholders.

However, the most common and applied approaches in determining corporate governance are as follows.

The first of them is an approach to the definition of corporate governance as the management of an integration association.

For example, according to Khrabrova I.A., corporate governance is the management of organizational and legal registration of a business, optimization organizational structures, the construction of inter-company relations within the company in accordance with the adopted goals. S. Karnaukhov defines corporate governance as the management of a certain set of synergistic effects.

However, these definitions concern the results of using the corporate form of business, and not the essence of the problem.

The second approach, the earliest and most frequently used, is based on the ensuing consequences from the essence of the corporate form of business - the separation of the institution of owners and the institution of managers - and consists in protecting the interests of a certain circle of participants in corporate relations (investors) from ineffective activities of managers.

Although in this case, the definitions of corporate governance differ depending on the number of stakeholders in corporate relations taken into account. In the narrowest sense, it is the protection of the interests of the owners - shareholders. Another approach also includes lenders who, together with shareholders, constitute a group of financial investors. In the broadest sense, corporate governance is the protection of the interests of both financial (shareholders and creditors) and non-financial (employees, government, partner enterprises, etc.) investors.

There is no single definition of corporate governance that would apply to all situations in all countries. The definitions proposed to date vary greatly by institution or author, as well as by country and legal tradition. For example, the definition of corporate governance developed by the market regulator, the Russian Federal Commission for the Securities Market (FCSM), is likely to differ from the definition that could be given by a corporation director or institutional investor.

International financial corporation(IFC) and its Corporate Governance in Russia project define corporate governance as “the structures and processes for managing and controlling companies.” The Organization for Economic Co-operation and Development (OECD), which published Principles of Corporate Governance in 1999, defines corporate governance as “the internal mechanisms through which companies are governed and controlled, which implies a system of relationships between the company's board of directors , shareholders and other interested parties. Corporate governance is the structure used to define the goals of the company and the means to achieve those goals, as well as to control this process. Good corporate governance should provide appropriate incentives for the board and managers to pursue objectives that are in the best interests of the company and shareholders. It should also facilitate effective monitoring, thereby encouraging firms to use resources more efficiently. ”

Despite all the differences, most of the definitions, which are focused on the company itself (that is, given from an internal perspective), have some common elements, which are described below.

Corporate governance is a system of relationships characterized by certain structures and processes. For example, the relationship between shareholders and managers is that the former provide capital to the latter in order to get a return on their investment. Managers, in turn, must regularly provide shareholders with transparent financial information and reports on the company's activities. Shareholders also elect a supervisory body (usually a board of directors or supervisory board) to represent their interests. This body, in fact, exercises strategic direction and controls the managers of the company. Managers are accountable to the supervisory body, which in turn is accountable to shareholders (through the general meeting of shareholders). The structures and processes that govern these relationships are usually associated with various performance management, control and accounting mechanisms.

The participants in these relationships may have different (sometimes opposing) interests. Discrepancies may arise between the interests of the company's management bodies, i.e., the general meeting of shareholders, the board of directors and executive bodies. The interests of owners and managers also do not coincide, and this problem is often called the "problem of the relationship between the principal and the agent." Conflicts also arise within each governing body, for example among shareholders (between large and minority shareholders, controlling and non-controlling shareholders, individuals and institutional investors) and directors (between executive and non-executive directors, external directors and directors from among the shareholders or employees of the company, independent and dependent directors), and all these different interests must be considered and balanced.

All parties participate in the management and control of the company. General meeting representing shareholders makes major decisions (for example, on the distribution of the company's profits and losses), while the board of directors is responsible for the overall management of the company and overseeing managers. Finally, managers direct the day-to-day operations of the company by executing strategy, preparing business plans, directing employees, developing marketing and sales strategies, and managing company assets.

All this is done in order to properly distribute rights and obligations and, thus, increase the value of the company for shareholders in the long term. For example, mechanisms are created by which minority shareholders can prevent the controlling shareholder from benefiting by entering into transactions in which there is an interest (hereinafter referred to as interested party transactions), or using other inappropriate methods.

The basic corporate governance system and the relationship between the governing bodies are shown in Fig. 2.1:

Rice. 2.1. Corporate governance system

In addition to the above, a number of definitions of corporate governance can be cited:

The system by which they are controlled and monitored commercial organizations(OECD definition);

· The organizational model through which the company represents and protects the interests of its shareholders;

· The system of management and control over the activities of the company;

· A system of accountability of managers to shareholders;

· Balance between social and economic goals, between the interests of the company, its shareholders and other stakeholders;

· A means of ensuring a return on investment;

· A way to improve the efficiency of the company, etc.

As defined by the World Bank, corporate governance combines legislation, regulations, and relevant practices in the private sector, which allows companies to attract financial and human resources, conduct business efficiently, and thus continue to operate, accumulating long-term economic value for its shareholders, respecting the interests of partners and the company as a whole.

So, summarizing the above, we can offer the following definition: corporate governance Is a system of interaction that reflects the interests of the company's management bodies, shareholders, stakeholders, and is aimed at maximizing profit from all types of company activities in accordance with current legislation, taking into account international standards.

To uncover the essence of corporate governance, it is necessary to consider difference between corporate governance and unincorporated.

The concept of "corporate governance" is not synonymous with the concept of "company management" or management, as it has a broader meaning. Company management is the activity of managers who manage the current affairs of the company, and corporate governance is the interaction of a wide range of people in all aspects of the company.

For corporate governance, the main thing is mechanisms that are designed to ensure fair, responsible, transparent corporate behavior and accountability. At the same time, speaking of management, we are talking about the mechanisms necessary to manage the activities of an enterprise. Corporate governance is actually at a higher level in the management system of the company and ensures its management in the interests of its shareholders. And only in the area of ​​strategy, the functions intersect, since this issue simultaneously relates to the area of ​​management and is a key element of corporate governance.

Corporate governance should also not be confused with public administration, the domain of which is public sector governance.

Corporate governance should also be distinguished from proper corporate performance. social functions, corporate social responsibility and business ethics. Good corporate governance will undoubtedly contribute to the general acceptance of these important concepts. And although companies that do not pollute the environment invest in socially significant projects and support activities charitable foundations often have a good reputation, enjoy the support of the public, and even have more high profitability, corporate governance is still different from the above concepts.

The following important differences can be distinguished between corporate and non-corporate governance.

First, if in non-corporate governance the functions of ownership and management are combined and management is carried out by the owners themselves, then in corporate governance, as a rule, there is a separation of ownership and management powers.

Secondly, this implies that the emergence of corporate governance has led to the formation of a new, independent subject of economic relations - the institution of hired managers.

Third, it follows that under corporate governance, along with management functions, the owners also lose their connection with the business.

Fourthly, if in the system of uncorporate governance the owners are interconnected by relations on management issues (they are comrades), then in the system of corporate governance the relations between the owners are absent and are replaced by the relations between the owners and the corporation.

This analysis of the differences between corporate and non-corporate governance makes it possible to assess the degree to which a particular type of business association complies with the form of corporate governance. That is, we came to an important conclusion: if, for example, in an open joint-stock company nominally recognized as a corporation, management is carried out not by hired managers, but by owners, then in terms of content, since there is no subject of corporate relations, it is not a corporation. In contrast, in business associations that are not a corporation, under certain conditions, elements of corporate governance can be observed. For example, in a general partnership, if the owner transfers the management powers to a hired manager.

In connection with the above reasons, it is advisable to introduce the concept of "pure corporation". A pure corporation is an entrepreneurial association that corresponds in form and content to a corporation.

Unfortunately, at present there are quite a few systematic economic studies concerning the question of what forms of business associations can be attributed to corporations (the concept of "corporation" comes from the Latin "corporatio", which means association). A theoretical analysis of the literature used allowed us to reveal the following result regarding this issue.

There are different points of view on the question of what forms of business associations belong to corporations. This is due to the difference in understanding by economists characteristic features inherent in the corporation.

According to one of the common hypotheses (corresponds to the continental system of law), a corporation is a collective entity, an organization recognized as a legal entity, based on pooled capital (voluntary contributions) and carrying out any socially useful activity. That is, the definition of a corporation actually matches the definition of a legal entity. In this case corporations have the following features:

1) the presence of a legal entity;

2) institutional separation of management and property functions;

3) collective decision-making by owners and (or) hired managers.

Thus, in addition to joint stock companies, the concept of a corporation includes many other legal entities: different kinds partnerships (full, limited), business associations (concerns, associations, holdings, etc.), production and consumer cooperatives, collective, rental enterprises, as well as state enterprises and institutions with the aim of implementing cultural, economic or other social useful activities that are not profitable.

A competing hypothesis (consistent with the Anglo-Saxon system of law), limiting the range of business associations included in the concept of a corporation before open joint-stock companies, is based on the assertion that the main features of a corporation are the following: the independence of a corporation as a legal entity, limited liability individual investors, centralized management, as well as the possibility of transferring shares owned by individual investors to others. The first three criteria were discussed above.

Thus, the stumbling block in the dialogue of various scientists is the issue of including or not including in the properties of a corporation the possibility of free transfer of shares and, therefore, to limit or not to limit the concept of "corporation" to the form of an open joint-stock company.

The most illustrative example of the formation of this distinctive feature of a corporation is the development of legislation in the field of the securities market in the United States. For a long time in the United States, there was a “common law” rule, according to which shares were not recognized as property in the usual sense of the word.

The court overturned the "common law" theory of the intangible nature of shares, which excludes the possibility of identifying them. According to Delaware law, shares in a corporation are not only personal property, but also such property that can be identified, seized and sold to pay off the owner's debts.

The reason for the existence in the economic literature of different points of view on the importance of free transfer of shares as an integral feature of a corporation is the influence of certain institutions of a market economy, including forms of business associations, on the formation and development of the national economies of the countries on the example of which the corporation is studied.

This explains the difference in the approaches to the definition of corporations between scientists studying the Anglo-American model of corporate governance and scientists studying the German and Japanese models of corporate governance. Indeed, the Anglo-American model of corporate governance is characterized, firstly, by the presence of an overwhelming number of joint-stock companies as a form of organization of large companies (6000 in the USA, 2000 in England), and secondly, by the strong influence of the stock market and the corporate control market on corporate relations. The German model of corporate governance, on the other hand, is characterized by a small number of open joint-stock companies (there are 650 of them), a strong influence of bank financing instead of equity financing, control by the Board of Directors, rather than a market for corporate control over the performance of managers.

To achieve the objectives of this study, the hypothesis of the Anglo-American corporate governance system is most acceptable due to a number of factors:

· The trend towards an increase in the influence of transnational corporations, the form of which is open joint-stock companies, is increasing in the world economy, which today leads to the unification of the concept of a corporation in various systems of corporate governance;

· The purpose of the study is to assess the effectiveness of corporate governance in the Russian Federation, where open joint-stock companies have become the main form of post-privatization enterprises (Table 2.1.).

Corporate governance characterizes the top-level management system of a joint-stock company. In 1932, the book "Modern Corporation and Private Property" by A. Burleigh and G. Minza was published, where for the first time the issues of separation from management and control from property in joint-stock companies were considered. This led to the emergence of a new layer of professional managers and development, as in 200 large companies 58% of assets were controlled.

Corporate governance system Is an organizational model, which is designed, on the one hand, to regulate the relationship between company managers and their owners, on the other, to coordinate the goals of various stakeholders, ensuring the effective functioning of companies. There are several models of corporate governance.

Basic models of corporate governance

The variety of national forms of corporate governance can be conditionally divided into groups that gravitate towards two opposite models:

• American or outsider model;
• German or insider model.

American, or outsider, a model is a management model based on a high level of use of external in relation to a joint-stock company, or market, mechanisms of corporate control, or control over the management of a joint-stock company.

The Anglo-American model is typical for the USA, Great Britain, Australia, Canada, New Zealand. The interests of shareholders are represented by a large number of isolated small investors who depend on the management of the corporation. The role of the stock market is increasing, through which control over the management of the corporation is exercised.

German, or insider, the model is a model of management of joint-stock companies, based mainly on the use of internal methods of corporate control, or methods of self-control.

The German model of corporate governance is typical for Central Europe, Scandinavian countries, less typical for Belgium and France. It is based on the principle social interaction: all parties interested in the activities of the corporation have the right to participate in the decision-making process (shareholders, managers, personnel, banks, public organizations). The German model is characterized by a weak focus on stock markets and shareholder value in management, as the company itself controls its competitiveness and performance.

The American and German models of corporate governance are two opposite systems, between which there are many options with the predominant dominance of one system or another and reflecting the national characteristics of a particular country. The development of a certain corporate governance model within the framework depends mainly on three factors:

• mechanism;
• functions and tasks;
• level of information disclosure.

Japanese model of corporate governance formed in the post-war period on the basis of financial and industrial groups (keiretsu) and is characterized as completely closed, based on bank control, which reduces the problem of managers' control.

Family model of corporate governance became widespread in all countries of the world. The management of corporations is carried out by members of the same family.

In the emerging in Russia corporate governance models the principle of separation of ownership and control is not recognized. The corporate governance system in Russia does not correspond to any of the above models, further development business will be focused on several models of corporate governance at once.

Conditions for applying the American model of corporate governance

The American corporate governance system is directly related to the peculiarities of national joint-stock ownership, which are:

• the highest degree of dispersion of capital American corporations, as a result, as a rule, none of the groups of shareholders claims to have special representation in the corporation;
• the highest level of liquidity of shares, the presence of a highly developed, which allows any shareholder to quickly and easily sell their shares, and the investor - to buy them.

The key forms of market control for the American market are numerous mergers, acquisitions and buyouts of companies, which provides effective market control over the activities of managers through the market for corporate control.

Reasons for using the German corporate governance model

The German model derives from factors that are directly opposite to those that give rise to the American model. These factors are:

• concentration of equity capital among various types of institutional investors and a relatively smaller degree of its dispersion among private investors;
• relatively weak development of the stock market.

American model of corporate governance

Typical management structure of an American corporation

The supreme governing body of the corporation is the general meeting of shareholders., which is held regularly, at least once a year. Shareholders take part in the management of the corporation by voting on amendments and additions to the charter of the corporation, the election or removal of directors, as well as other decisions that are most important for the corporation's activities, such as reorganization and liquidation of the corporation, etc.

At the same time, shareholders' meetings are largely formal in nature, since shareholders have rather limited opportunities to participate in the management of the corporation, since the main burden of real management of the corporation falls on the board of directors, which is usually entrusted with the following main tasks:

• solving the most important general corporate issues;
• appointment and control over the activities of the administration;
• control of financial activities;
• ensuring the compliance of the corporation's activities with applicable law.

The main responsibility of the board of directors is to protect the interests of shareholders and maximize their wealth. He must provide a level of management that guarantees the growth of the corporation's value. In recent years, the increasing role of the board of directors in the management of the corporation has become more and more noticeable. This is manifested primarily in the control over the financial state of affairs. The financial results of the corporation are reviewed at meetings of the board of directors, as a rule, at least once a quarter.

Members of the board of directors, as representatives of shareholders, are responsible for the state of affairs in the corporation. They can be held administratively and criminally liable in the event of a corporation's bankruptcy or taking actions aimed at obtaining their own benefit to the detriment of the interests of the corporation's shareholders.

The size of the board of directors is determined based on the needs of effective management, and its minimum number in accordance with state laws can be from one to three.

The board of directors is elected from the internal and external (independent) members of the joint stock company. The majority of the board of directors is made up of independent directors.

Internal members are selected from the corporate administration and act as both executive directors and managers of the company. Independent directors are persons with no interests in the company. They are representatives of banks, other companies with close technological or financial ties, well-known lawyers and scientists.

Both groups of directors, or, in other words, all directors are equally responsible for the affairs of the company.

Structurally, the board of directors of American corporations is divided into standing committees. The number of committees and the directions of their activities in each corporation are different. Their task is to develop recommendations on issues adopted by the board of directors. On boards of directors, the most common are governance and wages, an audit committee (audit committee), a financial committee, an election committee, a committee on operational issues, in large corporations - public relations committees, etc. At the request of the American Securities and Exchange Commission, audit and remuneration committees should be in every corporation.

The executive body of the corporation is its directorate. The board of directors selects and appoints the president, vice-presidents, treasurer, secretary and other executives of the corporation as provided for by its charter. The appointed head of the corporation has very large powers and is accountable only to the board of directors and shareholders.

German model of corporate governance

Typical management structure of a German corporation

The typical management structure of a German company is also three-tier and is represented by the general meeting of shareholders, the supervisory board and the management board. The supreme governing body is the general meeting of shareholders. His competence includes the solution of issues typical for all management models of joint-stock companies:

• election and dismissal of members of the supervisory board and the board;
• the procedure for using the company's profits;
• appointment of an auditor;
• amendments and additions to the company's charter;
• change in the amount of the company's capital;
• liquidation of the company, etc.

The frequency of meetings of shareholders is determined by law and the charter of the company. The meeting is held at the initiative of management bodies or shareholders, owners of at least 5% of shares. The process of preparing the meeting includes the obligation to publish the agenda of the meeting of shareholders in advance and the options for decisions proposed by the supervisory board and the management board on each issue. Any shareholder within a week after the publication of the agenda can propose his own version of the solution of a particular issue. Decisions at the meeting are made by a simple majority of votes, the most important - by three quarters of the votes of the shareholders present at the meeting. The decisions made at the meeting come into force only after they are notarized or certified by the court.

Supervisory Board exercises control over economic activities companies. It is formed from representatives of shareholders and employees of the company. In addition to these two groups, the supervisory board may also include representatives of banks and enterprises that have close business ties with the company. High representation of the company's employees on the supervisory board, whose share reaches 50% of the seats, is hallmark the German supervisory board formation system. In order to avoid conflicts of interest between shareholders and employees represented on the supervisory board, each of these parties has the right to veto the election of representatives of the opposite group.

The main task of the supervisory board is to select company managers and monitor their work. The range of solutions to issues of strategic importance attributed to the competence of the Supervisory Board is clearly delineated and includes the acquisition of other companies, the sale of part of the assets or liquidation of the enterprise, consideration and approval of annual balance sheets and reports, major transactions and the amount of dividends.

The decisions of the Supervisory Board are made by a three-fourths majority vote.

The size of the supervisory board depends on the size of the company. The minimum membership must be at least three members. German law prescribes large supervisory boards.

Members of the Supervisory Board are elected by the shareholders for a term of four business years after the start of their activities. Before the expiration of their terms of office, members of the supervisory board may be re-elected by the general meeting of shareholders by a three-fourths majority. The Supervisory Board elects a chairman and a deputy chairman from among its members.

The board is formed from the management of the company. The board may consist of one or several persons. The board is entrusted with the task of direct economic management of the company and responsibility for the results of its activities. Board members are appointed by the supervisory board for up to five years. Board members are prohibited from engaging in any commercial activities in addition to the main job, as well as participate in the management bodies of other companies without the consent of the supervisory board. The work of the board is based on a collegial basis, where decisions are made by consensus. In difficult situations where consensus cannot be reached, decisions are made by voting. Each member of the Management Board has one vote, the decision is considered adopted if the majority of the members of the Management Board voted for him.

The main differences between the American model and the German

The main differences between the considered models of corporate governance are as follows:

• In the American model, the interests of shareholders are, for the most part, the interests of small private investors, isolated from each other, who, due to their disunity, are highly dependent on the management of corporations. As a counterbalance to this situation, the role of the market is increasing, which, through the market for corporate control, exercises control over the management of joint-stock companies;
• In the German model, shareholders are a collection of fairly large holders of shareholdings, and therefore they can unite among themselves to pursue their common interests and, on this basis, have firm control over the management of a joint-stock company. In such a situation, the role of the market as an external controller over the activities of society is sharply reduced, because the corporation itself controls its competitiveness and its performance;

This leads to a difference in the functions of the board of directors. In the American model, this is a board of directors as a board of governors, which essentially controls all the activities of a joint-stock company and is responsible for it before the meeting of shareholders and the state control bodies.

In the German management model, there is a strict separation of management and control functions. In it, the board of directors has a supervisory board, or rather, a supervisory body, and not a body exercising full control. joint stock company... Its control functions are directly related to the ability to quickly change the current management of the corporation if its activities cease to meet the interests of shareholders. Participation in the supervisory boards of representatives of other corporations allows one to take into account in the activities of the corporation not only the interests of its shareholders, but also the interests of other corporations, one way or another related to its activities. As a result, the interests of individual groups of shareholders in a German corporation usually do not prevail, since the interests of the company as a whole are put forward in the first place.

The lack of a common understanding of the corporate governance model in the world underlines the fact that a deep reform is underway in this area right now. The growing role of the private sector, globalization and changing conditions of competition make the problem of corporate governance the most urgent in the modern business world. The practice of corporate governance directly affects the inflow of foreign investments into the economies of countries; it is impossible to ensure the inflow of investments without the formation of an effective corporate governance system. That is why the problem of corporate governance for countries with economies in transition is of paramount importance.

The aim of the course is to study the fundamentals of corporate governance, the system of protecting the rights and interests of shareholders and investors in order to increase the efficient operation and increase the investment attractiveness of the company.

The objectives of the course are to master the system of ensuring the effective operation of the company, taking into account the protection of the interests of its shareholders, including the mechanism for regulating internal and external risks; consider the forms of corporate control, one of the internal mechanisms of which is the board of directors; to define the role of independent directors in the management of a joint-stock company, signs and factors of the formation of corporate governance in Russia.

Introductory topic "Corporate governance: essence, elements, key problems" consider the essence of corporate governance, define the elements and highlight its key problems.

Corporate governance (in the narrow sense) is the process by which a corporation represents and serves the interests of investors.

Corporate governance (in broad sense) is a process by which a balance is established between economic and social goals, between individual and public interests.

In a joint-stock company, such management should be based on the priorities of shareholders' interests, take into account the implementation of property rights and generate a corporate culture with a complex of common traditions, attitudes and principles of behavior.

Under corporate governance in joint-stock companies is understood the system of relations between the governing bodies and officials of the issuer, the owners of securities (shareholders, owners of bonds and other securities), as well as other interested parties, one way or another involved in the management of the issuer as a legal entity.

Summarizing these definitions, we can say that the corporate governance system is an organizational model, with the help of which a joint-stock company should represent and protect the interests of its shareholders.

Thus, the area of ​​corporate governance includes all issues related to ensuring the efficiency of the company's activities, building intra- and inter-company relations of the company in accordance with the adopted goals, with the protection of the interests of its owners, including the regulation of internal and external risks.

The following elements of corporate governance are distinguished:

The ethical foundations of the company's activities, consisting in the observance of the interests of shareholders;

Achieve long-term strategic goals of its owners - for example, high profitability in the long term, higher profitability indicators than market leaders, or profitability exceeding the industry average;

Compliance with all legal and regulatory requirements for the company.

Aside from a company's compliance with legal and regulatory requirements, the market controls corporate governance to a greater extent than the government. If the rules of good corporate governance are not followed, the company faces not fines, but damage to its reputation in the capital market. This damage will lead to a decrease in investor interest and a drop in stock prices. In addition, this will limit the opportunities for further operations and capital investments in the company from outside investors, as well as damage the prospects for the company to issue new securities. Therefore, in order to maintain investment attractiveness western companies attach great importance to compliance with the rules and regulations of corporate governance.

Among the key problems of corporate governance, we highlight the following:

Agency problem - mismatch of interests, misuse of powers;

Shareholder rights - violation of the rights of minority (small) shareholders, concentrated control and the dilemma of insider control;

Balance of power - structure and principles of the board of directors, transparency, composition of committees, independent directors;

Investment community - institutions and self-organization;

Professionalism of directors - strategically oriented corporate governance system, quality of decisions and professional knowledge directors.

In the subject "Theories and models of corporate governance" draw your attention to the fundamental principle of corporate governance - the principle of separation of ownership and control. The shareholders are the owners of the corporation's capital, but the right to control and manage this capital essentially belongs to the management. Management is at the same time a hired agent and is accountable to shareholders. Unlike the owners, the management, possessing the necessary professional skills, knowledge and qualities, is able to make and implement decisions aimed at the best use of capital. As a result of the delegation of corporate management functions, a problem arises, known in the economic literature as the agency problem (A. Berle, G. Mine), i.e. when the interests of the owners of the capital and the managers they hire who manage this capital do not coincide.

According to the contract theory of the firm (R. Coase, 1937), in order to solve the agency problem between shareholders as suppliers of capital and managers as managers of this capital, a contract must be concluded that most fully stipulates all the rights and conditions of the relationship between the parties. The difficulty lies in the fact that it is impossible to foresee in the contract in advance all situations that may arise in the course of doing business. Consequently, there will always be situations in which management will make decisions at its own discretion. Therefore, the contracting parties act in accordance with the principle of residual control, i.e. when management has the right to make decisions at its own discretion in certain conditions. And if the shareholders actually agree with him, then they can incur additional costs due to the mismatch of interests. These issues were very carefully considered by Michael Jensen and William Macling, who formulated the theory of agency costs in the 70s, according to which the model of corporate governance should be structured in such a way as to minimize agency costs. At the same time, agency costs are the amount of losses for investors associated with the separation of ownership and control rights.

Thus, it can be said that the main economic cause of the corporate governance problem as such is the separation of ownership from direct management of property. As a result of such a separation, the role of hired managers inevitably increases, carrying out direct management of the issuer's activities, as a result of which various groups of participants in relations emerge in connection with such management, each of which pursues its own interests.

After numerous cases of discrepancy between the priorities of corporate managers and the interests of owners in Western countries, a discussion began. In many corporations, growth has been given a much higher priority than profitability. This played into the hands of ambitious managers and served their interests, but hurt the long-term interests of shareholders. When it comes to large corporations, the 80s. XX century often referred to as the decade of managers. However, in the 90s. the situation has changed, and several theories of corporate governance have been at the center of the debate, which are still dominant in recent years:

- theories of accomplices, the essence of which is the mandatory control of the company's management by all interested parties implementing the adopted model of corporate relations. It is also considered in the broadest interpretation of corporate governance as accounting and protection of the interests of both financial and non-financial investors who contribute to the activities of the corporation. In this case, non-financial investors can include employees (specific skills for the corporation), suppliers (specific equipment), local authorities (infrastructure and taxes in the interests of the corporation);

- agency theory considering the mechanism of corporate relations through the toolkit of agency costs; comparative institutional analysis based on identifying the universal provisions of corporate governance systems during cross-country comparison.

Many corporations (managed according to the concept of shareholder value of capital) focus on activities that can add value to the corporation (shareholder capital) and scale back or sell units that cannot add value to the company.

So, corporations concentrate on the key areas of their activities in which they have the most experience. It can be added that good corporate governance as applied to Russian enterprises also presupposes equal treatment of all shareholders, excluding any of them receiving benefits from the company that do not extend to all shareholders.

Consider the main models of corporate governance, define the basic basic principles and elements, give brief description models.

In the field of corporate law, there are three main models of corporate governance typical for countries with developed market relations: Anglo-American, Japanese and German. Each of these models evolved over the course of a historically long period and reflects primarily the specific national conditions of socio-economic development, traditions, ideology.

Consider the Anglo-American model of corporate governance typical for the USA, Great Britain, Australia.

The basic principles of the Anglo-American system are as follows.

1. Separation of the property and obligations of the corporation and the property and obligations of the owners of the corporation. This principle allows you to reduce the risk of doing business and create more flexible conditions for attracting additional capital.

2. Separation of ownership and control over the corporation.

3. A company's behavior aimed at maximizing shareholder wealth is a sufficient condition for improving the welfare of society. This principle establishes a correspondence between the individual goals of the providers of capital and the social goals of the economic development of society.

4. Maximizing the market value of the company's shares is a sufficient condition for maximizing the wealth of shareholders. This principle is based on the fact that the stock market is a natural mechanism that allows you to objectively establish the real value of a company and, therefore, measure the well-being of shareholders.

5. All shareholders have equal rights. The size of the stake held by different shareholders can influence decision-making. Generally speaking, it can be assumed that those with a large stake in the corporation have a lot of power and influence. At the same time, having a lot of power, one can act to the detriment of the interests of small shareholders. Naturally, a contradiction arises between the equality of shareholders' rights and the significantly greater risk of those who invest large amounts of capital. In this sense, the rights of shareholders should be protected by law. These shareholder rights include, for example, the right to vote on key issues such as mergers, liquidations, etc.

The main mechanisms for implementing these principles in the Anglo-American model are the board of directors, the securities market and the corporate control market.

The German model of corporate governance is typical of Central European countries. It is based on the principle of social interaction - all parties (shareholders, management, labor collective, key suppliers and consumers of products, banks and various public organizations) interested in the activities of the corporation have the right to participate in the decision-making process.

Metaphorically speaking, they are all on the same ship and ready to cooperate and interact with each other, charting the course of this ship in the sea of ​​market competition.

It is characterized by the following main elements:

Two-tier structure of the board of directors;

Stakeholder representation;

Universal banks;

Cross-shareholding.

Unlike the Anglo-American model, the board of directors consists of two bodies - a management board and a supervisory board. The functions of the supervisory board include smoothing the positions of groups of participants in the enterprise (the supervisory board gives an opinion to the board of directors), while the board of managers (executive board) develops and implements a strategy aimed at harmonizing the interests of all members of the company. The delimitation of functions allows the board of directors to focus on the affairs of the enterprise.

Thus, in the German model of corporate governance, the main governing body is collective. By comparison, in the Anglo-American model, the board of directors elects general director, which independently forms the entire top-level management team and has the ability to change its composition. In the German model, the entire management team is elected by the supervisory board.

The Supervisory Board is formed in such a way as to reflect all the key business relationships of the corporation. Therefore, the supervisory boards often include bankers, representatives of suppliers or consumers of products. The labor collective adheres to the same principles when electing members of the Supervisory Board. The point is not that half of the supervisory board are workers and employees of the corporation. Labor collective selects such members of the supervisory board who can provide the greatest benefit to the corporation from the point of view of the workforce.

At the same time, German trade unions have no right to interfere in the internal affairs of corporations. They solve their problems not at the level of companies, but at the level of administrative territories - lands. If trade unions seek to raise the minimum wage, then all enterprises on the land are obliged to fulfill this condition.

It should be noted that German commercial banks are universal and simultaneously provide a wide range of services (lending, brokerage and consulting services), i.e. at the same time they can play the role of an investment bank, carrying out all work related to the issue of shares.

The Japanese model of corporate governance is characterized by social cohesion and interdependence, rooted in Japanese culture and tradition. The modern model of corporate governance has developed, on the one hand, under the influence of these traditions, on the other, under the influence of external forces in the post-war period.

The Japanese model of corporate governance is characterized by the following:

The main bank system;

Network organization of external interactions of companies;

Lifetime recruitment system.

The bank plays an important role and performs a variety of functions (lender, financial and investment analyst, financial advisor, etc.), therefore each company seeks to establish a close relationship with it.

Each horizontal company has one main bank; vertical groups may have two.

At the same time, various informal associations play an important role - unions, clubs, professional associations. For example, for FIGs, this is the presidential council of the group, whose members are elected from among the presidents of the main companies of the group with the formal purpose of maintaining friendly relations between the leaders of the companies. In an informal setting, exchanges take place important information and soft reconciliation of key decisions regarding the activities of the group. Key decisions are developed and agreed upon by this body.

The network organization of external interactions of companies includes:

Availability of network elements - councils, associations, clubs;

Practice of intragroup movement of management;

Electoral interference;

Intra-group trade.

The practice of intragroup movement of management is also widespread. For example, an assembly plant manager may be seconded to a component supplier for a long period of time to solve a problem jointly.

The practice of selective intervention in the management process is often carried out by the main bank of the company, adjusting its financial position. Joint measures of several companies are practiced to get out of the crisis state of any enterprise of the group. The bankruptcy of companies belonging to financial and industrial groups is very rare.

I would like to note the role of intragroup trade as a very important element of network interaction within the group, where the main role of trading companies is to coordinate the activities of the group to all aspects of trade. Since the groups are widely diversified conglomerates, many materials and components are bought and sold within the group. Trade transactions external to the group are also carried out through the central trading company. Therefore, the turnover of such companies is usually very high. At the same time, operating costs are also very low. Consequently, the trade markup is also small.

The system of lifelong recruitment of the model's personnel can be characterized as follows: "Once you appear in a working family, you will always remain a member of it."

In the subject "Principles of corporate governance" formulated the basic principles * developed by the Organization for Economic Cooperation and Development (OECD), The nature and characteristics of the corporate governance system are determined in general by a number of general economic factors, macroeconomic policy, the level of competition in the markets for goods and factors of production. The corporate governance structure also depends on the legal and economic institutional environment, business ethics, and corporate awareness of environmental and public interests.

There is no single corporate governance model. At the same time, work carried out at the Organization for Economic Co-operation and Development (OECD) has revealed some common elements that underpin corporate governance. The OECD Guidance Document "Principles of Corporate Governance" defines the principal mission positions of corporations based on these common elements. They are formulated to cover various existing models. These "Principles" focus on the management problems that have arisen from the separation of ownership from management. Several other aspects related to the company's decision-making processes, such as environmental and ethical issues, are also taken into account, but they are disclosed in more detail in other OECD documents (including the Guidelines for Multinational Enterprises, the Convention and the Recommendation on the fight against bribery "), as well as in the documents of other international organizations.

The extent to which corporations adhere to the basic principles of good corporate governance is an increasingly important factor in investment decisions. Of particular relevance is the relationship between corporate governance practices and the ability of companies to source funding from a much wider pool of investors. If countries are to reap the full benefits of the global capital market and attract long-term capital, corporate governance practices must be compelling and understandable. Even if corporations do not rely primarily on foreign sources of finance, adherence to good corporate governance practices can strengthen domestic investor confidence, reduce the cost of capital, and ultimately stimulate more stable sources of finance.

It should be noted that corporate governance is also affected by the relationships between the participants in the governance system. Shareholders with a controlling interest, which may be individuals, families, alliances, or other corporations acting through a holding company or through mutual ownership of shares can significantly affect corporate behavior. As equity owners, institutional investors increasingly demand voting rights in corporate governance in some markets. Individual shareholders are usually reluctant to exercise their governance rights and care if they are treated fairly by controlling shareholders and management. Lenders play an important role in some governance systems and have the potential to exercise external control over the activities of corporations. Employees and other stakeholders are important contributors to the long-term success and performance of corporations, while governments create overall institutional and legal frameworks for corporate governance. The roles of each of these actors and their interactions vary widely from country to country. These relations are partly governed by laws and regulations, and partly by voluntary adaptation to changing conditions and market mechanisms.

According to the OECD principles of corporate governance, the corporate governance structure must protect the rights of shareholders. The main ones include: reliable methods of registering property rights; alienation or transfer of shares; obtaining the necessary information about the corporation on a timely and regular basis; participation and voting at general meetings of shareholders; participation in board elections; share in the profits of the corporation.

So, the corporate governance structure should ensure equal treatment of shareholders, including small and foreign shareholders, and effective protection should be provided for all in case of violation of their rights.

A corporate governance framework should recognize the statutory rights of stakeholders and encourage active collaboration between corporations and stakeholders to create wealth and jobs and ensure the sustainability of the financial health of enterprises.

Financial crises recent years confirm that the principles of transparency and accountability are essential in the system of effective corporate governance. The corporate governance structure should ensure timely and accurate disclosure of information on all material matters affecting the corporation, including financial position, results of operations, ownership and management of the company.

Most OECD countries collect extensive information, both mandatory and voluntary, on publicly traded enterprises and large unlisted enterprises, and then disseminate it to a wide range of users. Public disclosure of information is usually required at least once a year, although in some countries such information needs to be provided semi-annually, quarterly, or even more frequently if significant changes incurred in the company. Not content with the scope of minimum disclosure requirements, companies often voluntarily provide information about themselves in response to market demands.

Thus, it is becoming clear that a rigorous disclosure regime is the backbone of the market monitoring of companies and is key for shareholders to exercise their voting rights. The experience of countries with large and active stock markets shows that disclosure can also be a powerful tool for influencing company behavior and protecting investors. A strict disclosure regime can help raise capital and maintain confidence in the stock markets. Shareholders and potential investors need access to regular, reliable and comparable information, detailed enough to enable them to assess the quality of management carried out by the administration and to make informed decisions on valuation, ownership and voting of shares. Insufficient or unclear information can impair market performance, increase the cost of capital and lead to abnormal resource allocation.

Disclosure also helps to improve public understanding of the structure and operations of enterprises, corporate policy and performance in relation to environmental and ethical standards, as well as companies' relationships with the communities in which they operate.

Disclosure requirements should not impose unnecessary administrative burdens or unnecessary costs on businesses. There is no need for companies to disclose information about themselves that could jeopardize their competitive position, unless such disclosure is required to make the most informed investment decision and in order not to mislead the investor. In order to determine the minimum information that must be disclosed, many countries use the concept of materiality. Material information is defined as information, the failure to provide or distortion of which could affect the economic decisions taken by the users of the information.

Audited financial statements showing financial results activities and financial position of the company (as a rule, these include balance sheet, income statement, statement of movements Money and notes to financial statements) are the most common source of information about companies. The two main purposes of financial statements as they stand are to provide adequate control and a basis for the valuation of securities. Discussion minutes are most useful when read in conjunction with the accompanying financial statements. Investors are particularly interested in information that can shed light on a company's business prospects.

It is encouraged if, in addition to disclosing their business objectives, companies also disclose their business ethics, environmental and other public policy obligations. Such information can be useful for investors and other users of the information in order to best assess the relationship between companies and the community in which they operate, as well as the steps that companies have taken to achieve their goals.

One of the fundamental rights of investors is the right to receive information about the structure of ownership in relation to the enterprise and about the relationship of their rights with the rights of other owners. Often times, different countries require disclosure of ownership data after reaching a certain level of ownership. Such data may include information about major shareholders and others who control or may control the company, including information about special voting rights, agreements between shareholders to own a controlling or large shareholdings, significant cross-shareholdings and mutual guarantees. Companies are also expected to provide information on related party transactions.

Investors need information about individual board members and chief executive officers so that they can assess their experience and qualifications, and the potential for conflicts of interest that could affect their judgment.

It should be noted that shareholders are also concerned about how the work of board members and chief executive officers is rewarded. Companies are expected to generally provide sufficient information on the remuneration paid to board members and principal officials(individually or collectively) so that investors can properly assess the costs and benefits of remuneration policies and the impact of incentive schemes, such as equity purchases, on performance.

Users of financial information and market participants need information about significant risks that are reasonably predictable. Such risks may include risks associated with a specific industry or geographic area; dependence on certain types of raw materials; risks in the financial market, including risks associated with interest rates or foreign exchange rates; risks associated with financial derivatives and off-balance sheet transactions, as well as risks associated with environmental liability.

Disclosure of information about risks is most effective if it takes into account the specifics of the sector of the economy in question. It is also helpful to communicate information on whether companies are using risk monitoring systems.

Companies are encouraged to provide information on key issues related to employees and other interested parties who can have a significant impact on the results of the company's operations.

In the subject "Corporate control: grounds, motivation, forms" the grounds and forms of control and the behavior of subjects (shareholders, credit and financial institutions and organizations, etc.) in the corresponding forms of control are considered.

Corporate control in the broad sense of the word, it is a set of opportunities to benefit from the activities of a corporation, which is closely related to such a concept as "corporate interest".

Corporate governance is a permanent, consistent provision of corporate interests and is expressed in corporate control.

The grounds for establishing corporate control can be:

Formation of an extensive and connected technological, production, marketing and financial chain;

Concentration of resources;

Consolidation of markets or the formation of new markets, expansion of the share of corporations in the existing market;

Consolidation / formation of new markets or expansion of the corporation's share in the existing market;

Protecting the interests of the owner of the capital, strengthening the positions of managers, i.e. redistribution of the rights and powers of the subjects of corporate control;

Removal of competing corporations;

Increase in the size of property, etc.

These are the most common foundations throughout the history of public limited companies. The influence and role of each of them changes with time and economic conditions. However, the existence of grounds for establishing corporate control does not mean its actual implementation. In order for the existing structure of control to be changed, objective factors must be accumulated to ensure such a change.

Control is associated with the right to rule own capital joint stock companies, technological process, cash flows... In this sense, participation in the capital of a corporation, as well as the possession of licenses, technologies, scientific and technical developments, increase the possibilities of control. Access to monetary resources and external financing plays an important role. Large joint stock companies are highly dependent on the sources of monetary capital, and therefore the institutions that ensure its concentration play a vital role in strengthening corporate control.

At the same time, the interaction of the joint-stock company with other corporations is expressed in competition and rivalry of "corporate interests". Different corporate interests, colliding, lead to the modification of corporate control and corporate governance goals.

In turn, such a category as the motivation of corporate control is associated with the accumulation and concentration of opportunities that ensure corporate governance, through which the satisfaction of corporate interests is achieved. However, the motivation for control is not always based on the interests of a given corporation; this motivation may feed on the interests of other, competing corporations. It is also true that in the striving for control, interests external to the corporation can be traced, but at the same time they are quite close and "friendly".

Consider the forms of corporate control: joint-stock, managerial and financial, each of which is represented by different categories of legal entities and individuals.

Share control is an opportunity to accept or reject certain decisions by shareholders having the required number of votes. It is the primary form of control and reflects the interests of the company's shareholders.

The implementation of corporate control, primarily joint control, allows making the investment process as straightforward as possible without the participation of credit institutions. However, the development of direct investment forms complicates the individual investment choice, makes the potential investor look for qualified consultants, Additional information... That is why the history of the corporation is constantly connected, on the one hand, with the maximum democratization of investment forms, and, on the other hand, with an increase in the number of financial intermediaries represented by financial institutions.

Management control is an opportunity for physical and / or legal entities ensure the management of the economic activities of the enterprise, continuity management decisions and structures. It is a derivative form of corporate control from shareholder control.

Financial control represents an opportunity to influence the decisions of a joint-stock company by using financial instruments and special means.

The role of credit financial institutions consists in providing the corporation with financial resources, a mechanism for the circulation of funds. They either represent the ultimate owners of capital, acquiring shareholder control rights, shares, or they lend to the company from funds borrowed from the owners of savings. In both cases, there is an expansion of direct sources of financing for society.

So, the initial function of credit and financial institutions is to lend to society. Financial control is formed on the basis of credit relations. Due to this, financial control is opposed to joint stock control, since it is formed in the process of choosing between the joint stock company's own and external sources of financing. The dependence of the joint-stock company on external sources of financing, as well as the expansion of such sources, increases the importance of financial control.

Development of credit and financial institutions and organizations and the expansion of their role in financing entities entrepreneurial activity leads to the development of a relationship of control. The latter are becoming more and more complex, spreading over different levels. A situation of universal dependence and responsibility is being formed in the economy:

corporations - to shareholders, which may be large financial institutions - to owners of savings - to the corporation.

The development of systems of pension and insurance savings in society is especially conducive to the “democratization” of corporate control. Private non-state pension funds, being formed on the basis of a large joint-stock company, accumulate significant long-term financial resources that can be invested in the equity capital of corporations. From an economic point of view, pension funds are owned by their members, i.e. employees of the corporation. These funds are able to accumulate significant funds and thus contribute to the development of shareholder control. Professional asset management services for pension funds are usually provided by financial institutions.

Similar situations develop in insurance companies.

In practice, on the one hand, there is a constant desire to unite all forms of control, on the other, the process of concentration of certain forms of control among different entities leads to a certain democratization of corporate control as a whole.

Establishing control over a corporation by significantly increasing both shareholder and financial control requires the diversion of significant financial resources... Wanting to establish control over a certain corporation, fund (bank) managers find themselves in a situation of "conflict of interests": clients and corporate. To avoid this, the managers themselves either government agencies establish certain restrictions in relation to the implementation of the corporate interests of those financial organizations that are responsible to the broad masses of individual owners of funds accumulated by these organizations. The state determines the framework for the participation of credit and financial institutions in corporate control.

In the subject "Boards of directors and executive bodies of issuers»Schematically presents the structure of the board of directors and the characteristics of an independent board of directors in accordance with the recommendations of the OECD.

One of the internal mechanisms of control over the activities of management, designed to ensure the observance of the rights and interests of shareholders, is the board of directors, which is elected by the shareholders. The board of directors, in turn, appoints the executive management of the corporation, who is accountable for its activities to the board of directors. Thus, the board of directors is a kind of intermediary between the management and shareholders of the corporation, regulating their relationship. The Canadian and American systems have a practice of insuring board members against unexpected liability.

Schematically, the structure of the company's board of directors is as follows (for example, in Canada):

1/3 - management;

Combining the positions of CEO and Chairman of the Board of Directors;

Leadership in corporate strategy - it is necessary, together with management, to develop a system of benchmarks for assessing success strategic plan corporations, to provide a collective understanding of the quality and reliability of decisions, without reducing the level of openness of discussion of board members;

Active control over management activities - the board should be involved in monitoring, motivating and evaluating management activities;

Independence - the objectivity of the board's judgments on the state of corporate affairs, either through greater participation of board members - external directors, or the appointment of a non-management person as chairman of the board, appointment of an independent "leader" of the board. Creation of specialized committees composed exclusively of external directors (in the field of audit);

Audit control - the board is responsible for ensuring transparency and access to financial information, which requires review and approval of the annual report, periodic interim reporting, and also implies responsibility for the corporation's compliance with the laws;

Control over the appointment of members of the board of directors - participation in the discussion of management in the selection of board members at the annual meeting of shareholders does not have a decisive influence. In some OECD countries, this task is increasingly overseen by non-management board members;

Accountability to shareholders and society - it is necessary to assess and develop the internal and external “civic” responsibility of the corporation (corporate ethics);

Regular self-assessment - through the establishment and implementation of performance criteria for its members and the self-assessment process.

These seven principles regarding the role of the board should serve as the basis for specific company-specific initiatives to improve corporate governance.

In Russian practice, if you own 70% of the company's shares, you can introduce 7 out of 9 members to the board of directors.

Among the criteria for independent directors are the following:

Higher education, Doctor of Science;

Work experience in a similar enterprise (for example, in Canada - 10 years);

Age up to 60 years old (in Canada - 64-67 years old);

Does not own any shares of this corporation;

Loyalty to the leadership, i.e. independence of judgments and statements.

For example, on the board of directors of the Krasny Oktyabr confectionery factory, out of 19 members of the board of directors, 6 are independent.

Both in the literature and in practice, among the most common causes of crises at the enterprise, management errors are highlighted in management. There is a relationship between the number of independent directors and crisis monitoring: the smaller the quota of independent directors on the board of directors, the greater the likelihood of a crisis in management, and vice versa.

It should be noted that many issuers do not have provisions governing the election and composition of boards of directors, establishing requirements for the competence of members of the board of directors, their independence, and the forms of representation on the board of directors for small shareholders and external investors. Often there are situations when, in violation of the law, more than half of the board of directors consists of persons who are simultaneously members of the collegial executive body, and even meetings of these governing bodies are held jointly.

Board members who represent the interests of small shareholders or outside investors are often excluded from the objective information about the issuer necessary for the effective exercise of their powers. The procedures for convening and holding meetings of the board of directors existing in most Russian issuers do not contain requirements for the procedure, timing and amount of information provided to members of the board of directors for making decisions; there are no criteria for assessing the performance of members of the board of directors and executive bodies. As a result, neither the remuneration of the members of the board of directors and executive bodies, nor their responsibility in any way depend on the results of the financial and economic activities of the issuer.

At the same time, there are no specific rights for members of the board of directors, which does not allow members of the board of directors - representatives of the minority or independent directors - to receive the information necessary to exercise their powers.

Neither the statutes nor the internal documents of issuers, as a rule, contain a clear list of the duties of members of the board of directors and executive bodies, which does not allow full implementation of the legislative norms establishing liability for failure to fulfill such duties. In the event of violations committed by directors and managers of the corporation, shareholders should be able to initiate a lawsuit against the unscrupulous manager, but in practice this rule is practically not applied.

Small shareholders face significant challenges in seeking legal protection against managerial malpractice, in particular with the need to pay significant government fees.

According to Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies", the company's board of directors has the right to temporarily suspend, in its opinion, managers who have been fined, without waiting for an extraordinary meeting of shareholders. This will allow, in our opinion, to protect the rights of large shareholders. In addition, Art. 78 of the Law expands the list of major transactions (including a loan, pledge, credit and surety) related to the acquisition, alienation or the possibility of alienation by the company of 25% or more of the property at the book value as of the last reporting date (except for purchase and sale transactions, and also deals with placement by subscription (sale) of the company's ordinary shares). The general meeting and the board of directors will now decide not to commit, but to approve a major transaction.

In the subject: "Features of corporate governance in the transitional economy of Russia" the distinctive features of the national model of corporate governance are highlighted. Institutional and integration trends in the process of market transformations in Russia have led to the formation of a corporate sector, including large industrial and industrial-commercial joint-stock enterprises, financial and industrial groups, holding and transnational companies, which to a greater extent determine the leading role in ensuring the country's economic growth.

The distinctive features of the corporate governance system in Russia are currently the following:

A relatively high share of managers at large enterprises in comparison with world practice;

Quite low share of banks and other financial institutional investors;

In fact, there is no such national group of institutional investors as pension funds, which are the most important subject of the market in developed countries with a market economy;

An underdeveloped securities market provides low liquidity for the shares of most enterprises and the impossibility of attracting investments from small businesses;

Enterprises are not interested in ensuring a decent reputation and transparency of information due to the underdevelopment of the stock market;

The relationship with creditors or shareholders is more important to the leaders of the enterprise than the relationship with the owners;

The most important feature is the "non-transparency" of property relations: the nature of privatization and the post-privatization period led to the fact that it was virtually impossible to draw a clear line between the real and the nominal owner.

Changes in the strategy of some Russian companies in the direction of ensuring the system of financial "transparency" resulted in an excessive increase in the cost of the transition to international standards financial reporting (IFRS), or "generally accepted accounting principles" (generally accepted accounting principles - GAAP). In Russia, companies such as Gazprom, RAO UES of Russia, YUKOS and others were among the first to make this transition. Reform of the accounting and financial reporting system will require significant material costs and time.

Note that among important factors that influence the formation of the national model of corporate governance, the following can be distinguished:

Ownership structure of shares in a corporation;

The specifics of the financial system as a whole as a mechanism for transforming savings into investments (types and distribution of financial contracts, the state of financial markets, types of financial institutions, the role of banking institutions);

Correlation of sources of financing of the corporation;

Macroeconomic and economic policy in the country;

Political system (there are a number of studies that draw direct parallels between the structure of the political system "voters - parliament - government" and the model of corporate governance "shareholders - board of directors - managers");

Development history and modern features of the legal system and culture;

Traditional (historically formed) national ideology; established business practice;

Traditions and the degree of state intervention in the economy and its role in regulating the legal system.

A certain conservatism is characteristic of any model of corporate governance, and the formation of its specific mechanisms is due to the historical process in a particular country. This means, in particular, that one should not expect rapid changes in the corporate governance model following any radical legal changes.

It is necessary to emphasize the fact that at present only formative and intermediate models of corporate governance are characteristic of Russia and other countries with economies in transition, which depend on the chosen model of privatization. They are characterized by a fierce struggle for control in a corporation, insufficient protection of shareholders (investors), and insufficiently developed legal and government regulation.

Among the most important specific problems inherent in most countries with economies in transition and creating additional difficulties in the formation of models of corporate governance and control, it is necessary to highlight:

Relatively unstable macroeconomic and political situation;

Unfavorable financial condition a large number of newly created corporations;

Underdeveloped and relatively controversial legislation in general;

Dominance in the economy of large corporations and the problem of monopoly;

In many cases, there is significant initial dispersion of stock ownership;

The problem of "transparency" of issuers and markets and, as a result, the lack (underdevelopment) of external control over the managers of former state-owned enterprises;

Weak internal and external investors fearing many additional risks;

Lack (oblivion) ​​of traditions corporate ethics and culture;

Corruption and other criminal aspects of the problem.

This is one of the fundamental differences between the "classical" models that have developed in countries with developed market economies, which are relatively stable and have more than a century of history.

Direct and automatic transfer of foreign models to the "virgin" soil of transition economies is not only meaningless, but also dangerous for further reform.

The Russian model of corporate governance is the following "Management Triangle":

The essential point is that the board of directors (supervisory board), exercising the function of control over management, must itself remain an object of control.

For the majority of large Russian joint stock companies, the following groups of participants in relations can be distinguished, which constitute the content of the concept of "corporate governance":

Management, including sole management executive agency issuer;

Major shareholders (owners of a controlling stake in the company);

Shareholders holding a small number of shares (“minority” (small) shareholders);

Owners of other securities of the issuer;

Lenders who are not the owners of the issuer's securities;

Government departments ( Russian Federation and constituent entities of the Russian Federation), as well as local government bodies.

In the process of corporate management activities a “conflict of interest” arises, the essence of which is not always correctly understood by the managers and employees of the enterprise: it does not consist in the very fact of violation of “corporate interest” in favor of an individual or group, but in the possibility of a situation arising when the question of choosing between the interests of the corporation as a whole and other interest. In order to avoid such a conflict, the task of corporate governance is to prevent the likelihood of changes in the hierarchy of interests and target functions of the participants by managerial, technological, organizational means.

QUESTIONS FOR SELF-CONTROL

1. Give a definition of the essence and elements of corporate governance.

2. Expand the content of the basic theories of corporate governance.

3. List the main characteristics of the Anglo-American, German and Japanese models of corporate governance.

4. Describe the basic principles of corporate governance and assess the effectiveness of their operation in the management of Russian joint stock companies.

5. Define the main forms of corporate control.

6. What are the main characteristics of an independent board of directors? Determine, in your opinion, the most acceptable of them for the board of directors of Russian companies.

7. Expand the features of the national model of corporate governance. What are the main difficulties of its formation?

1. Bakginskas V.Yu., Gubin EM. Management and corporate control in joint stock companies. M .: Yurist, 1999.

2. Bocharov V.V., Leontiev V.E. Corporate finance. SPb .: Peter, 2002.

3. Lvov Yu.A., Rusinov V.M., Saulin A.D., Strakhova O.A. Management of a joint stock company in Russia. M .: JSC "Printing House" Novosti ", 2000.

4. Management modern company/ / Ed. B. Milner, F. Liis. M .: INFRA-M, 2001.

5. Khrabrova I.A. Corporate Governance: Integration Issues “Affiliates, Organizational Design, Integration Dynamics”. Moscow: Ed. house "Alpina", 2000.

6. Shane V.I., Zhuplev AV., Volodin A.A. Corporate management. The experience of Russia and the United States. M .: JSC "Printing House" Novosti ", 2000.

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Tutorial Output:

Management Basics: modern technologies... Study guide / ed. prof. M.A. Chernysheva. Moscow: ICC "Mart", Rostov n / a: Publishing center "Mart", 2003-320 p. (Series "Economics and Management".).

Gennady Gazin Published with the consent of the McKinsey Bulletin. The article was published in the third issue of the journal.
The full issue can be read on the website http://www.vestnikmckinsey.ru

It is the question of the responsibility of “agents” - the board of directors and managers, to whom shareholders delegate the authority to manage their property - that is key to corporate governance and is called the “agency problem”. Its main source is the separation of management and ownership that exists in countries with developed stock markets. When shareholding is dispersed, direct shareholder management of the corporation becomes economically impractical. As a result, managers who feel less control may start pursuing their own goals, which may not necessarily be in the interests of shareholders. Therefore, the shareholders elect the board of directors as their agent and endow it with significant rights and powers in making decisions on their own behalf. An effective corporate governance system should ensure that the board of directors and management fulfill their primary responsibility - to ensure that the interests of shareholders are met when making the most important corporate decisions.

The classic way to solve the agency problem is to create a system of checks and balances in the company. As practice shows, such a system is based on the following four principles:

1. The presence of independent non-executive directors on the board of directors. Ideally, they should have a majority on the board of directors.
2. Setting up the motivation of members of the board of directors and top managers of the company to comply with the interests of shareholders. Traditionally, this motivation has been based on compensation packages based on the company's stock options.
3. The highest possible financial and managerial transparency of the company.
4. Equal and fair treatment of all shareholders. Particular attention should be paid to protecting the interests of minority shareholders.

Embodying these principles in a company is not an easy task, even in countries with mature and stable capital markets. Numerous contradictions and collisions of interests arising in the process of their implementation require a constant search for compromises.

One of these difficult points is the degree of transparency and information openness of the corporation. Excessive openness can lead to the leakage of strategically important information. On the other hand, closeness can induce managers to act to the detriment of shareholders' interests.

Another important issue is maintaining a balance between independence and professionalism of board members. To ensure an objective assessment of the work of managers, shareholders often seek to introduce into the board of directors the maximum number of independent directors who are loyal to the interests of shareholders and not dependent on management.

But finding an independent director who would have sufficient experience and knowledge to effectively participate in management and would be able to adequately assess the actions and plans of management is not easy even in the West. Finding both independent and professional directors in Russia requires even more effort.

Compensation and motivation issues require a lot of attention. How to build a remuneration system for board members that will encourage them to work with the greatest responsibility? How to reconcile the motivation of management with the interests of shareholders, especially considering that the interests of certain groups of shareholders may differ? How can minority shareholders be protected if the majority of the board is held by directors representing the interests of large investors?

Note that we have listed only a small part of the problems that can be solved only if the company has an effective corporate governance system. Its creation is impossible without a set of rules that clearly define the relationships between shareholders, with the board of directors and management. Such a set of rules should, at a minimum, contain a list of rights and obligations, structure, terms of membership and key procedural issues related to the work of the key governing bodies of the joint-stock company - the general meeting of shareholders, the board of directors, and the management board.

The role of the corporate governance system in creating value

Given the difficulties and challenges that companies face in building a corporate governance system, it is important to understand the purpose of creating such a system. Management theory and practical experience show that effective corporate governance opens up fundamentally new business development opportunities for a company.

Above all, an effective corporate governance system is important as one of the main tools for creating shareholder value. To demonstrate how it works, let's turn to the basics of financial theory. In the very general view, the value of share capital is the value of the company minus debt and other liabilities. In turn, the value of the company is determined as the sum of the invested capital and the discounted value of the projected economic profit. Let's define the concept of economic profit:

Economic profit = Invested capital x (ROIC – WACC)

where ROIC(return on invested capital) - return on invested capital;
WACC(weighted average cost of capital) - the weighted average cost of capital raised (equity and debt).

Thus, the company's shareholder value is determined by the company's ability to minimize the cost of capital raised (WACC) and maximize the return on equity (ROIC). In addition, the ability of the company to raise significant capital for growth is important in order to ensure a constant increase in economic profit. An effective corporate governance system affects each of the listed value creation levers.

Increasing the availability of capital

McKinsey has conducted periodic corporate governance research over the past several years. Their results showed that investors are willing to pay very significant premiums to the prices of shares of companies with effective corporate governance. Unsurprisingly, this premium is significantly higher in emerging markets than in developed ones (Figure 2, see also the selection “The Cost of Corporate Governance” published in this issue).

In other words, by investing in companies with effective corporate governance, investors agree to receive a lower return on capital than from investments in companies with a negative corporate governance image. Thus, for the companies of the first group, the cost of attracted capital (WACC) is reduced. In addition, the low WACC value allows them to implement projects that cannot be carried out by their competitors due to the higher cost of capital raised. For the same reason, well-managed companies are able to raise capital faster and easier than more risky companies from the point of view of a potential investor. The availability of capital is also essential for the growth of a corporation, and therefore for generating future economic profits and increasing the company's shareholder value.

How can we explain the willingness of investors to receive a lower return on investment when investing in companies with effective corporate governance?

First, effective corporate governance increases the transparency of the company, and information on the financial results of its activities and management processes becomes more accessible. This has a positive effect on the subjective perception by investors of the riskiness of investing in a given corporation, and they do not require an increased return on capital.

Second, the presence of an effective corporate governance system in the company serves as proof for investors that their interests take precedence over the interests of managers. In addition, minority shareholders receive guarantees that the largest shareholders will respect their rights. Again, the resulting lower risk means lower expected return on investment, which in turn means lower cost of capital and higher availability.

Increased return on invested capital

Over time, an effective corporate governance system can improve the financial results of a company through higher productivity, or return on invested capital (ROIC). For example, the existence of an effective corporate governance system makes it possible to better manage risks due to the transparency of the system of checks and balances, and are more rationally distributed between different lines of business. limited resources companies such as management talent. In addition, effective corporate governance can raise capital for promising projects faster than competitors are able to do. Greater accountability to shareholders increases mutual accountability within the company, reducing the level of disagreement and friction, and thus has a positive effect on the quality of management decisions. The increased return on investment (ROIC) under the influence of these factors leads to the creation of additional shareholder value, makes the company attractive to capital and allows it to be attracted at lower rates. In this way, effective corporate governance enables the growth cycles of the company that we talked about in the previous edition of the McKinsey Newsletter to be put into practice.

Russia: Good Corporate Governance as the Key to Successful Business

Until recently, the topic of corporate governance was secondary in Russia, much more important for Russian entrepreneurs were the seizure and redistribution of assets, strengthening control over financial flows and export of capital. Most of the companies' statements about corporate governance improvement programs were only for image stocks. Recently, however, the situation has begun to change dramatically. This is due to a combination of factors.

First, a new management model is taking shape in Russia, in which the functions of property and operational management are being separated more and more.

Russian entrepreneurs, who created large companies in the nineties, are beginning to consider the possibility of distancing themselves from the operational management of their businesses and moving to the position of active shareholders. As a whole, they completed the creation of corporations, and they are not interested in the daily painstaking work, gradually, step by step increasing efficiency - they are builders, not managers, a much more attractive prospect for them is to use their colossal financial and administrative resources to penetrate new, undeveloped spheres of business. But if a few years ago they could not even think about transferring their functions to hired managers - there were simply no people of the necessary qualifications in Russia - then recently the situation has changed for the better: international-class managers have become available in the country. By comparing their abilities with those of professional managers, construction entrepreneurs begin to realize that comparison is not in their favor.

However, the majority of entrepreneurs do not dare to transfer operational management even now. The problem is that the majority of Russian companies are not suitable for being transferred to management by hired professionals. Owners often created companies for themselves; business processes were built taking into account the personal qualities and style of work of the owners, the business was not configured to operate in an independent mode. As managers loyal to the owner of the company are gradually replaced by professional independent managers, the agency problem will come to the fore - the problem of the interconnection of interests of independent managers and shareholders. The key to solving this problem is an effective corporate governance system. Secondly, Russian companies are beginning to understand that having access to capital has already become important. competitive advantage, and over time, its role will only grow. Most attractive Soviet assets have been redistributed or available only at market prices, many of them are rapidly becoming obsolete and do not provide sufficient product quality to compete successfully with global brands in the Russian market. Now Russian companies need more efficient equipment that ensures high quality of their products; brands that can compete with global ones; economies of scale that can be achieved through mergers and acquisitions. In addition, sustainable growth is necessary for Russian companies to successfully place their shares on the stock markets (IPO). The implementation of these goals requires additional capital, and if we talk about maintaining competitiveness in the global market - inexpensive capital.

The globalization of business is primarily reflected in the globalization of capital markets. For example, the asset management market is undergoing a period of rapid globalization, and large institutional investors, especially American pension funds, are seeking to unify the rules of corporate governance in the companies they choose to invest in. If Russian business wants to become a member of this global pool, it needs to adapt to international corporate governance standards as soon as possible.

Moving forward: choice, choice, choice

As Russian companies begin to increasingly use the global experience of effective corporate governance, they will inevitably face the problem of choosing between the "market model" used in American and British companies; and the “control model” typical of companies in continental Europe and developing countries. Despite the recent trend towards convergence of these models and the emergence of a global standard in corporate governance, significant differences remain between them. To determine the preferred scheme for Russia, it is advisable to consider in detail the specific features of the market model and the control model.

The peculiarities of a particular model of corporate governance are determined by the specifics of the relationship between the two environments - corporate and institutional. The institutional environment is determined by factors external to the company, such as the relative liquidity of the local capital market, the presence of active institutional investors, the degree of concentration of equity capital, etc. The peculiarities of the corporate environment are determined by the policy of market regulators and the companies themselves in matters of the internal work of the company, such as performance management, ensuring shareholder rights, business transparency, responsibility, etc.

The approach to corporate governance based on the use of a market model (also known as the Anglo-American model) was formed in a corporate environment characterized by a high degree of fragmentation and dispersion of shareholder property, high issuing activity, and a developed private equity market. , the presence of large and active institutional investors. The Anglo-American model actively uses various ways to motivate board members and managers to act in the interests of shareholders. The market model of corporate governance presupposes effective protection of shareholders' rights and emphasizes business transparency and a high degree of information disclosure (Fig. 3).

The control model approach to corporate governance differs significantly from the market model. The institutional environment characteristic of this model is characterized by the concentration of large blocks of shares in the hands of a narrow circle of investors (individuals, clans, or the state), a low degree of liquidity in capital markets, and a significant share of investments attracted either from “related” banks or from the public sector. This environment is typical for companies in Asia, Latin America, much of continental Europe and Russia. In these regions, property, as a rule, is concentrated in several large blocks that dominate the management of the companies they own, therefore, corporate governance practice reflects, first of all, the interests of the largest shareholders. This is reflected in the fact that, for example, incentive systems for managers and board members are “tuned in” to the interests of the largest shareholders, disclosure of information about the company's business is limited, and the rights of minority shareholders are often vulnerable. On the whole, this model has a clear bias towards intracorporate redistribution of released financial resources, in contrast to the redistribution through the mechanisms of the stock market, which is characteristic of the market model (Fig. 4).

Of the two models of corporate governance, investors generally prefer the market model, but this does not mean that it is better model control. In fact, it is important that the corporate governance model used is appropriate for a particular region, country or even a company. Each of the emerging markets will obviously need to adapt traditional models to suit their conditions. For example, in When a Family Owns a Conglomerate .., the CEO of the Philippines Ayala Corporation discusses the importance of good corporate governance to a family conglomerate. Likewise, Russian companies must create their own corporate governance tools that not only correspond to the maximum extent to the stage of development of the country's economy, but also take into account the requirements of the global capital market. It is gratifying to realize that today this is not just a theory, but a real process.

This publication uses the results of research conducted by McKinsey & Company employees Mark Watson and Paul Coombes.

Footnotes

1 The topic of corporate responsibility to society is not covered in this article. This, however, does not indicate its insignificance. This topic reflects a number of aspects of the balance of interests of investors as business owners with the rights of clients and other external groups seeking to influence the decision-making process. - Approx. ed.

2 In other words, economic profit, or economic value added, is the economic equivalent of a company's profit, taking into account the cost of both debt and equity capital. - Approx. ed.

The lack of a common understanding of the corporate governance model in the world underlines the fact that a deep reform is underway in this area right now. The growing role of the private sector, globalization and changing conditions of competition make the problem of corporate governance the most urgent in the modern business world. The practice of corporate governance directly affects the inflow of foreign investments into the economies of countries; it is impossible to ensure the inflow of investments without the formation of an effective corporate governance system. That is why the problem of corporate governance for countries with economies in transition is of paramount importance.

The aim of the course is to study the fundamentals of corporate governance, the system of protecting the rights and interests of shareholders and investors in order to increase the efficient operation and increase the investment attractiveness of the company.

The objectives of the course are to master the system of ensuring the effective operation of the company, taking into account the protection of the interests of its shareholders, including the mechanism for regulating internal and external risks; consider the forms of corporate control, one of the internal mechanisms of which is the board of directors; to define the role of independent directors in the management of a joint-stock company, signs and factors of the formation of corporate governance in Russia.

Introductory topic "Corporate governance: essence, elements, key problems" consider the essence of corporate governance, define the elements and highlight its key problems.

Corporate governance (in the narrow sense) is the process by which a corporation represents and serves the interests of investors.

Corporate governance (in the broadest sense) is a process by which a balance is struck between economic and social goals, between individual and public interests.

In a joint-stock company, such management should be based on the priorities of shareholders' interests, take into account the implementation of property rights and generate a corporate culture with a complex of common traditions, attitudes and principles of behavior.

Under corporate governance in joint-stock companies is understood the system of relations between the governing bodies and officials of the issuer, the owners of securities (shareholders, owners of bonds and other securities), as well as other interested parties, one way or another involved in the management of the issuer as a legal entity.

Summarizing these definitions, we can say that the corporate governance system is an organizational model, with the help of which a joint-stock company should represent and protect the interests of its shareholders.

Thus, the area of ​​corporate governance includes all issues related to ensuring the efficiency of the company's activities, building intra- and inter-company relations of the company in accordance with the adopted goals, with the protection of the interests of its owners, including the regulation of internal and external risks.

The following elements of corporate governance are distinguished:

The ethical foundations of the company's activities, consisting in the observance of the interests of shareholders;

Achieve long-term strategic goals of its owners - for example, high profitability in the long term, higher profitability indicators than market leaders, or profitability exceeding the industry average;

Compliance with all legal and regulatory requirements for the company.

Aside from a company's compliance with legal and regulatory requirements, the market controls corporate governance to a greater extent than the government. If the rules of good corporate governance are not followed, the company faces not fines, but damage to its reputation in the capital market. This damage will lead to a decrease in investor interest and a drop in stock prices. In addition, this will limit the opportunities for further operations and capital investments in the company from outside investors, as well as damage the prospects for the company to issue new securities. Therefore, in order to maintain investment attractiveness, Western companies attach great importance to compliance with the rules and regulations of corporate governance.

Among the key problems of corporate governance, we highlight the following:

Agency problem - mismatch of interests, misuse of powers;

Shareholder rights - violation of the rights of minority (small) shareholders, concentrated control and the dilemma of insider control;

Balance of power - structure and principles of the board of directors, transparency, composition of committees, independent directors;

Investment community - institutions and self-organization;

Professionalism of directors - strategically oriented corporate governance system, quality of decisions and professional knowledge of directors.

In the subject "Theories and models of corporate governance" draw your attention to the fundamental principle of corporate governance - the principle of separation of ownership and control. The shareholders are the owners of the corporation's capital, but the right to control and manage this capital essentially belongs to the management. Management is at the same time a hired agent and is accountable to shareholders. Unlike the owners, the management, possessing the necessary professional skills, knowledge and qualities, is able to make and implement decisions aimed at the best use of capital. As a result of the delegation of corporate management functions, a problem arises, known in the economic literature as the agency problem (A. Berle, G. Mine), i.e. when the interests of the owners of the capital and the managers they hire who manage this capital do not coincide.

According to the contract theory of the firm (R. Coase, 1937), in order to solve the agency problem between shareholders as suppliers of capital and managers as managers of this capital, a contract must be concluded that most fully stipulates all the rights and conditions of the relationship between the parties. The difficulty lies in the fact that it is impossible to foresee in the contract in advance all situations that may arise in the course of doing business. Consequently, there will always be situations in which management will make decisions at its own discretion. Therefore, the contracting parties act in accordance with the principle of residual control, i.e. when management has the right to make decisions at its own discretion in certain conditions. And if the shareholders actually agree with him, then they can incur additional costs due to the mismatch of interests. These issues were very carefully considered by Michael Jensen and William Macling, who formulated the theory of agency costs in the 70s, according to which the model of corporate governance should be structured in such a way as to minimize agency costs. At the same time, agency costs are the amount of losses for investors associated with the separation of ownership and control rights.

Thus, it can be said that the main economic cause of the corporate governance problem as such is the separation of ownership from direct management of property. As a result of such a separation, the role of hired managers inevitably increases, carrying out direct management of the issuer's activities, as a result of which various groups of participants in relations emerge in connection with such management, each of which pursues its own interests.

After numerous cases of discrepancy between the priorities of corporate managers and the interests of owners in Western countries, a discussion began. In many corporations, growth has been given a much higher priority than profitability. This played into the hands of ambitious managers and served their interests, but hurt the long-term interests of shareholders. When it comes to large corporations, the 80s. XX century often referred to as the decade of managers. However, in the 90s. the situation has changed, and several theories of corporate governance have been at the center of the debate, which are still dominant in recent years:

- theories of accomplices, the essence of which is the mandatory control of the company's management by all interested parties implementing the adopted model of corporate relations. It is also considered in the broadest interpretation of corporate governance as accounting and protection of the interests of both financial and non-financial investors who contribute to the activities of the corporation. In this case, non-financial investors can include employees (specific skills for the corporation), suppliers (specific equipment), local authorities (infrastructure and taxes in the interests of the corporation);

- agency theory considering the mechanism of corporate relations through the toolkit of agency costs; comparative institutional analysis based on identifying the universal provisions of corporate governance systems during cross-country comparison.

Many corporations (managed according to the concept of shareholder value of capital) focus on activities that can add value to the corporation (shareholder capital) and scale back or sell units that cannot add value to the company.

So, corporations concentrate on the key areas of their activities in which they have the most experience. It can be added that good corporate governance as applied to Russian enterprises also presupposes equal treatment of all shareholders, excluding any of them receiving benefits from the company that do not extend to all shareholders.

Let's consider the main models of corporate governance, define the basic basic principles and elements, and give a brief description of the models.

In the field of corporate law, there are three main models of corporate governance typical for countries with developed market relations: Anglo-American, Japanese and German. Each of these models was formed over a historically long period and reflects, first of all, the specific national conditions of socio-economic development, traditions, ideology.

Consider the Anglo-American model of corporate governance typical for the USA, Great Britain, Australia.

The basic principles of the Anglo-American system are as follows.

1. Separation of the property and obligations of the corporation and the property and obligations of the owners of the corporation. This principle allows you to reduce the risk of doing business and create more flexible conditions for attracting additional capital.

2. Separation of ownership and control over the corporation.

3. A company's behavior aimed at maximizing shareholder wealth is a sufficient condition for improving the welfare of society. This principle establishes a correspondence between the individual goals of the providers of capital and the social goals of the economic development of society.

4. Maximizing the market value of the company's shares is a sufficient condition for maximizing the wealth of shareholders. This principle is based on the fact that the stock market is a natural mechanism that allows you to objectively establish the real value of a company and, therefore, measure the well-being of shareholders.

5. All shareholders have equal rights. The size of the stake held by different shareholders can influence decision-making. Generally speaking, it can be assumed that those with a large stake in the corporation have a lot of power and influence. At the same time, having a lot of power, one can act to the detriment of the interests of small shareholders. Naturally, a contradiction arises between the equality of shareholders' rights and the significantly greater risk of those who invest large amounts of capital. In this sense, the rights of shareholders should be protected by law. These shareholder rights include, for example, the right to vote on key issues such as mergers, liquidations, etc.

The main mechanisms for implementing these principles in the Anglo-American model are the board of directors, the securities market and the corporate control market.

The German model of corporate governance is typical of Central European countries. It is based on the principle of social interaction - all parties (shareholders, management, labor collective, key suppliers and consumers of products, banks and various public organizations) interested in the activities of the corporation have the right to participate in the decision-making process.

Metaphorically speaking, they are all on the same ship and ready to cooperate and interact with each other, charting the course of this ship in the sea of ​​market competition.

It is characterized by the following main elements:

Two-tier structure of the board of directors;

Stakeholder representation;

Universal banks;

Cross-shareholding.

Unlike the Anglo-American model, the board of directors consists of two bodies - a management board and a supervisory board. The functions of the supervisory board include smoothing the positions of groups of participants in the enterprise (the supervisory board gives an opinion to the board of directors), while the board of managers (executive board) develops and implements a strategy aimed at harmonizing the interests of all members of the company. The delimitation of functions allows the board of directors to focus on the affairs of the enterprise.

Thus, in the German model of corporate governance, the main governing body is collective. For comparison: in the Anglo-American model, the board of directors elects a CEO, who independently forms the entire top-level management team and has the ability to change its composition. In the German model, the entire management team is elected by the supervisory board.

The Supervisory Board is formed in such a way as to reflect all the key business relationships of the corporation. Therefore, the supervisory boards often include bankers, representatives of suppliers or consumers of products. The labor collective adheres to the same principles when electing members of the Supervisory Board. The point is not that half of the supervisory board are workers and employees of the corporation. The workforce selects the members of the supervisory board who can provide the greatest benefit to the corporation from the point of view of the workforce.

At the same time, German trade unions have no right to interfere in the internal affairs of corporations. They solve their problems not at the level of companies, but at the level of administrative territories - lands. If trade unions seek to raise the minimum wage, then all enterprises on the land are obliged to fulfill this condition.

It should be noted that German commercial banks are universal and simultaneously provide a wide range of services (lending, brokerage and consulting services), i.e. at the same time they can play the role of an investment bank, carrying out all work related to the issue of shares.

The Japanese model of corporate governance is characterized by social cohesion and interdependence, rooted in Japanese culture and tradition. The modern model of corporate governance has developed, on the one hand, under the influence of these traditions, on the other, under the influence of external forces in the post-war period.

The Japanese model of corporate governance is characterized by the following:

The main bank system;

Network organization of external interactions of companies;

Lifetime recruitment system.

The bank plays an important role and performs a variety of functions (lender, financial and investment analyst, financial advisor, etc.), therefore each company seeks to establish a close relationship with it.

Each horizontal company has one main bank; vertical groups may have two.

At the same time, various informal associations play an important role - unions, clubs, professional associations. For example, for FIGs, this is the presidential council of the group, whose members are elected from among the presidents of the main companies of the group with the formal purpose of maintaining friendly relations between the leaders of the companies. In an informal setting, important information is exchanged and key decisions regarding the activities of the group are softly agreed upon. Key decisions are developed and agreed upon by this body.

The network organization of external interactions of companies includes:

Availability of network elements - councils, associations, clubs;

Practice of intragroup movement of management;

Electoral interference;

Intra-group trade.

The practice of intragroup movement of management is also widespread. For example, an assembly plant manager may be seconded to a component supplier for a long period of time to solve a problem jointly.

The practice of selective intervention in the management process is often carried out by the main bank of the company, adjusting its financial position. Joint measures of several companies are practiced to get out of the crisis state of any enterprise of the group. The bankruptcy of companies belonging to financial and industrial groups is very rare.

I would like to note the role of intragroup trade as a very important element of network interaction within the group, where the main role of trading companies is to coordinate the activities of the group to all aspects of trade. Since the groups are widely diversified conglomerates, many materials and components are bought and sold within the group. Trade transactions external to the group are also carried out through the central trading company. Therefore, the turnover of such companies is usually very high. At the same time, operating costs are also very low. Consequently, the trade markup is also small.

The system of lifelong recruitment of the model's personnel can be characterized as follows: "Once you appear in a working family, you will always remain a member of it."

In the subject "Principles of corporate governance" formulated the basic principles * developed by the Organization for Economic Cooperation and Development (OECD), The nature and characteristics of the corporate governance system are determined in general by a number of general economic factors, macroeconomic policy, the level of competition in the markets for goods and factors of production. The corporate governance structure also depends on the legal and economic institutional environment, business ethics, and corporate awareness of environmental and public interests.

There is no single corporate governance model. At the same time, work carried out at the Organization for Economic Co-operation and Development (OECD) has revealed some common elements that underpin corporate governance. The OECD Guidance Document "Principles of Corporate Governance" defines the principal mission positions of corporations based on these common elements. They are formulated to cover various existing models. These "Principles" focus on the management problems that have arisen from the separation of ownership from management. Several other aspects related to the company's decision-making processes, such as environmental and ethical issues, are also taken into account, but they are disclosed in more detail in other OECD documents (including the Guidelines for Multinational Enterprises, the Convention and the Recommendation on the fight against bribery "), as well as in the documents of other international organizations.

The extent to which corporations adhere to the basic principles of good corporate governance is an increasingly important factor in investment decisions. Of particular relevance is the relationship between corporate governance practices and the ability of companies to source funding from a much wider pool of investors. If countries are to reap the full benefits of the global capital market and attract long-term capital, corporate governance practices must be compelling and understandable. Even if corporations do not rely primarily on foreign sources of finance, adherence to good corporate governance practices can strengthen domestic investor confidence, reduce the cost of capital, and ultimately stimulate more stable sources of finance.

It should be noted that corporate governance is also affected by the relationships between the participants in the governance system. Controlling shareholders, which can be individuals, families, alliances, or other corporations through a holding company or through mutual ownership of shares, can significantly influence corporate behavior. As equity owners, institutional investors increasingly demand voting rights in corporate governance in some markets. Individual shareholders are usually reluctant to exercise their governance rights and care if they are treated fairly by controlling shareholders and management. Lenders play an important role in some governance systems and have the potential to exercise external control over the activities of corporations. Employees and other stakeholders are important contributors to the long-term success and performance of corporations, while governments create overall institutional and legal frameworks for corporate governance. The roles of each of these actors and their interactions vary widely from country to country. These relations are partly governed by laws and regulations, and partly by voluntary adaptation to changing conditions and market mechanisms.

According to the OECD principles of corporate governance, the corporate governance structure must protect the rights of shareholders. The main ones include: reliable methods of registering property rights; alienation or transfer of shares; obtaining the necessary information about the corporation on a timely and regular basis; participation and voting at general meetings of shareholders; participation in board elections; share in the profits of the corporation.

So, the corporate governance structure should ensure equal treatment of shareholders, including small and foreign shareholders, and effective protection should be provided for all in case of violation of their rights.

A corporate governance framework should recognize the statutory rights of stakeholders and encourage active collaboration between corporations and stakeholders to create wealth and jobs and ensure the sustainability of the financial health of enterprises.

The financial crises of recent years confirm that the principles of transparency and accountability are essential in the system of effective corporate governance. The corporate governance structure should ensure timely and accurate disclosure of information on all material matters affecting the corporation, including financial position, results of operations, ownership and management of the company.

Most OECD countries collect extensive information, both mandatory and voluntary, on publicly traded enterprises and large unlisted enterprises, and then disseminate it to a wide range of users. Public disclosure of information is usually required at least once a year, although in some countries such information must be provided semi-annually, quarterly, or even more frequently in the event of significant changes in the company. Not content with the scope of minimum disclosure requirements, companies often voluntarily provide information about themselves in response to market demands.

Thus, it is becoming clear that a rigorous disclosure regime is the backbone of the market monitoring of companies and is key for shareholders to exercise their voting rights. The experience of countries with large and active stock markets shows that disclosure can also be a powerful tool for influencing company behavior and protecting investors. A strict disclosure regime can help raise capital and maintain confidence in the stock markets. Shareholders and potential investors need access to regular, reliable and comparable information, detailed enough to enable them to assess the quality of management carried out by the administration and to make informed decisions on valuation, ownership and voting of shares. Insufficient or unclear information can impair market performance, increase the cost of capital and lead to abnormal resource allocation.

Disclosure also helps to improve public understanding of the structure and operations of enterprises, corporate policies and performance with respect to environmental and ethical standards, and the relationship of companies with the communities in which they operate.

Disclosure requirements should not impose unnecessary administrative burdens or unnecessary costs on businesses. There is no need for companies to disclose information about themselves that could jeopardize their competitive position, unless such disclosure is required to make the most informed investment decision and in order not to mislead the investor. In order to determine the minimum information that must be disclosed, many countries use the concept of materiality. Material information is defined as information, the failure to provide or distortion of which could affect the economic decisions taken by the users of the information.

Audited financial statements showing the financial results of operations and the financial position of a company (typically the balance sheet, income statement, cash flow statement, and notes to financial statements) are the most common source of information about companies. The two main purposes of financial statements as they stand are to provide adequate control and a basis for the valuation of securities. Discussion minutes are most useful when read in conjunction with the accompanying financial statements. Investors are particularly interested in information that can shed light on a company's business prospects.

It is encouraged if, in addition to disclosing their business objectives, companies also disclose their business ethics, environmental and other public policy obligations. Such information can be useful for investors and other users of the information in order to best assess the relationship between companies and the community in which they operate, as well as the steps that companies have taken to achieve their goals.

One of the fundamental rights of investors is the right to receive information about the structure of ownership in relation to the enterprise and about the relationship of their rights with the rights of other owners. Often times, different countries require disclosure of ownership data after reaching a certain level of ownership. Such data may include information about major shareholders and others who control or may control the company, including information about special voting rights, agreements between shareholders to own a controlling or large shareholdings, significant cross-shareholdings and mutual guarantees. Companies are also expected to provide information on related party transactions.

Investors need information about individual board members and chief executive officers so that they can assess their experience and qualifications, and the potential for conflicts of interest that could affect their judgment.

It should be noted that shareholders are also concerned about how the work of board members and chief executive officers is rewarded. Companies are expected to generally provide sufficient information on the remuneration paid to board members and chief executive officers (individually or collectively) to enable investors to properly assess the costs and benefits of remuneration policies and the impact of incentive schemes such as the opportunity acquisition of shares, for performance.

Users of financial information and market participants need information about significant risks that are reasonably predictable. Such risks may include risks associated with a specific industry or geographic area; dependence on certain types of raw materials; risks in the financial market, including risks associated with interest rates or foreign exchange rates; risks associated with financial derivatives and off-balance sheet transactions, as well as risks associated with environmental liability.

Disclosure of information about risks is most effective if it takes into account the specifics of the sector of the economy in question. It is also helpful to communicate information on whether companies are using risk monitoring systems.

Companies are encouraged to provide information on key issues related to employees and other stakeholders that can have a significant impact on the company's results.

In the subject "Corporate control: grounds, motivation, forms" the grounds and forms of control and the behavior of subjects (shareholders, credit and financial institutions and organizations, etc.) in the corresponding forms of control are considered.

Corporate control in the broad sense of the word, it is a set of opportunities to benefit from the activities of a corporation, which is closely related to such a concept as "corporate interest".

Corporate governance is a permanent, consistent provision of corporate interests and is expressed in corporate control.

The grounds for establishing corporate control can be:

Formation of an extensive and connected technological, production, marketing and financial chain;

Concentration of resources;

Consolidation of markets or the formation of new markets, expansion of the share of corporations in the existing market;

Consolidation / formation of new markets or expansion of the corporation's share in the existing market;

Protecting the interests of the owner of the capital, strengthening the positions of managers, i.e. redistribution of the rights and powers of the subjects of corporate control;

Removal of competing corporations;

Increase in the size of property, etc.

These are the most common foundations throughout the history of public limited companies. The influence and role of each of them changes with time and economic conditions. However, the existence of grounds for establishing corporate control does not mean its actual implementation. In order for the existing structure of control to be changed, objective factors must be accumulated to ensure such a change.

Control is associated with the right to manage equity capital of joint stock companies, technological process, cash flows. In this sense, participation in the capital of a corporation, as well as the possession of licenses, technologies, scientific and technical developments, increase the possibilities of control. Access to monetary resources and external financing plays an important role. Large joint stock companies are highly dependent on the sources of monetary capital, and therefore the institutions that ensure its concentration play a vital role in strengthening corporate control.

At the same time, the interaction of the joint-stock company with other corporations is expressed in competition and rivalry of "corporate interests". Different corporate interests, colliding, lead to the modification of corporate control and corporate governance goals.

In turn, such a category as the motivation of corporate control is associated with the accumulation and concentration of opportunities that ensure corporate governance, through which the satisfaction of corporate interests is achieved. However, the motivation for control is not always based on the interests of a given corporation; this motivation may feed on the interests of other, competing corporations. It is also true that in the striving for control, interests external to the corporation can be traced, but at the same time they are quite close and "friendly".

Consider the forms of corporate control: joint-stock, managerial and financial, each of which is represented by different categories of legal entities and individuals.

Share control is an opportunity to accept or reject certain decisions by shareholders having the required number of votes. It is the primary form of control and reflects the interests of the company's shareholders.

The implementation of corporate control, primarily joint control, allows making the investment process as straightforward as possible without the participation of credit institutions. However, the development of direct investment forms complicates an individual investment choice, makes a potential investor look for qualified consultants and additional information. That is why the history of the corporation is constantly connected, on the one hand, with the maximum democratization of investment forms, and, on the other hand, with an increase in the number of financial intermediaries represented by financial institutions.

Management control represents the ability of individuals and / or legal entities to ensure the management of the economic activities of the enterprise, the continuity of management decisions and structure. It is a derivative form of corporate control from shareholder control.

Financial control represents an opportunity to influence the decisions of a joint-stock company by using financial instruments and special means.

The role of financial institutions is to provide the corporation with financial resources, a mechanism for the circulation of funds. They either represent the ultimate owners of capital, acquiring shareholder control rights, shares, or they lend to the company from funds borrowed from the owners of savings. In both cases, there is an expansion of direct sources of financing for society.

So, the initial function of credit and financial institutions is to lend to society. Financial control is formed on the basis of credit relations. Due to this, financial control is opposed to joint stock control, since it is formed in the process of choosing between the joint stock company's own and external sources of financing. The dependence of the joint stock company on external sources of financing, as well as the expansion of such sources, increases the importance of financial control.

The development of credit and financial institutions and organizations and the expansion of their role in financing business entities leads to the development of control relations. The latter are becoming more and more complex, spreading over different levels. A situation of universal dependence and responsibility is being formed in the economy:

corporations - to shareholders, which may be large financial institutions - to owners of savings - to the corporation.

The development of systems of pension and insurance savings in society is especially conducive to the “democratization” of corporate control. Private non-state pension funds, being formed on the basis of a large joint-stock company, accumulate significant long-term financial resources that can be invested in the equity capital of corporations. From an economic point of view, pension funds are owned by their members, i.e. employees of the corporation. These funds are able to accumulate significant funds and thus contribute to the development of shareholder control. Professional asset management services for pension funds are usually provided by financial institutions.

Similar situations develop in insurance companies.

In practice, on the one hand, there is a constant desire to unite all forms of control, on the other, the process of concentration of certain forms of control among different entities leads to a certain democratization of corporate control as a whole.

Establishing control over a corporation by significantly increasing both shareholder and financial control requires the diversion of significant financial resources. Wanting to establish control over a certain corporation, fund (bank) managers find themselves in a situation of "conflict of interests": clients and corporate. To avoid this, the managers themselves or government agencies establish certain restrictions on the implementation of the corporate interests of those financial organizations that are responsible to the broad masses of individual owners of funds accumulated by these organizations. The state determines the framework for the participation of credit and financial institutions in corporate control.

In the subject "Boards of directors and executive bodies of issuers»Schematically presents the structure of the board of directors and the characteristics of an independent board of directors in accordance with the recommendations of the OECD.

One of the internal mechanisms of control over the activities of management, designed to ensure the observance of the rights and interests of shareholders, is the board of directors, which is elected by the shareholders. The board of directors, in turn, appoints the executive management of the corporation, who is accountable for its activities to the board of directors. Thus, the board of directors is a kind of intermediary between the management and shareholders of the corporation, regulating their relationship. The Canadian and American systems have a practice of insuring board members against unexpected liability.

Schematically, the structure of the company's board of directors is as follows (for example, in Canada):

1/3 - management;

Combining the positions of CEO and Chairman of the Board of Directors;

Leadership in corporate strategy - it is necessary, together with management, to develop a system of benchmarks to assess the success of the corporation's strategic plan, to provide a collective understanding of the quality and reliability of decisions, without reducing the level of openness of discussion among board members;

Active control over management activities - the board should be involved in monitoring, motivating and evaluating management activities;

Independence - the objectivity of the board's judgments on the state of corporate affairs, either through greater participation of board members - external directors, or the appointment of a non-management person as chairman of the board, appointment of an independent "leader" of the board. Creation of specialized committees composed exclusively of external directors (in the field of audit);

Audit control - the board is responsible for ensuring transparency and access to financial information, which requires review and approval of the annual report, periodic interim reporting, and also implies responsibility for the corporation's compliance with the laws;

Control over the appointment of members of the board of directors - participation in the discussion of management in the selection of board members at the annual meeting of shareholders does not have a decisive influence. In some OECD countries, this task is increasingly overseen by non-management board members;

Accountability to shareholders and society - it is necessary to assess and develop the internal and external “civic” responsibility of the corporation (corporate ethics);

Regular self-assessment - through the establishment and implementation of performance criteria for its members and the self-assessment process.

These seven principles regarding the role of the board should serve as the basis for specific company-specific initiatives to improve corporate governance.

In Russian practice, if you own 70% of the company's shares, you can introduce 7 out of 9 members to the board of directors.

Among the criteria for independent directors are the following:

Higher education, Doctor of Science;

Work experience in a similar enterprise (for example, in Canada - 10 years);

Age up to 60 years old (in Canada - 64-67 years old);

Does not own any shares of this corporation;

Loyalty to the leadership, i.e. independence of judgments and statements.

For example, on the board of directors of the Krasny Oktyabr confectionery factory, out of 19 members of the board of directors, 6 are independent.

Both in the literature and in practice, among the most common causes of crises at the enterprise, management errors are highlighted in management. There is a relationship between the number of independent directors and crisis monitoring: the smaller the quota of independent directors on the board of directors, the greater the likelihood of a crisis in management, and vice versa.

It should be noted that many issuers do not have provisions governing the election and composition of boards of directors, establishing requirements for the competence of members of the board of directors, their independence, and the forms of representation on the board of directors for small shareholders and external investors. Often there are situations when, in violation of the law, more than half of the board of directors consists of persons who are simultaneously members of the collegial executive body, and even meetings of these governing bodies are held jointly.

Board members who represent the interests of small shareholders or outside investors are often excluded from the objective information about the issuer necessary for the effective exercise of their powers. The procedures for convening and holding meetings of the board of directors existing in most Russian issuers do not contain requirements for the procedure, timing and amount of information provided to members of the board of directors for making decisions; there are no criteria for assessing the performance of members of the board of directors and executive bodies. As a result, neither the remuneration of the members of the board of directors and executive bodies, nor their responsibility in any way depend on the results of the financial and economic activities of the issuer.

At the same time, there are no specific rights for members of the board of directors, which does not allow members of the board of directors - representatives of the minority or independent directors - to receive the information necessary to exercise their powers.

Neither the statutes nor the internal documents of issuers, as a rule, contain a clear list of the duties of members of the board of directors and executive bodies, which does not allow full implementation of the legislative norms establishing liability for failure to fulfill such duties. In the event of violations committed by directors and managers of the corporation, shareholders should be able to initiate a lawsuit against the unscrupulous manager, but in practice this rule is practically not applied.

Small shareholders face significant challenges in seeking legal protection against managerial malpractice, in particular with the need to pay significant government fees.

According to Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies", the company's board of directors has the right to temporarily suspend, in its opinion, managers who have been fined, without waiting for an extraordinary meeting of shareholders. This will allow, in our opinion, to protect the rights of large shareholders. In addition, Art. 78 of the Law expands the list of major transactions (including a loan, pledge, credit and surety) related to the acquisition, alienation or the possibility of alienation by the company of 25% or more of the property at the book value as of the last reporting date (except for purchase and sale transactions, and also deals with placement by subscription (sale) of the company's ordinary shares). The general meeting and the board of directors will now decide not to commit, but to approve a major transaction.

In the subject: "Features of corporate governance in the transitional economy of Russia" the distinctive features of the national model of corporate governance are highlighted. Institutional and integration trends in the process of market transformations in Russia have led to the formation of a corporate sector, including large industrial and industrial-commercial joint-stock enterprises, financial and industrial groups, holding and transnational companies, which to a greater extent determine the leading role in ensuring the country's economic growth.

The distinctive features of the corporate governance system in Russia are currently the following:

A relatively high share of managers at large enterprises in comparison with world practice;

Quite low share of banks and other financial institutional investors;

In fact, there is no such national group of institutional investors as pension funds, which are the most important market entity in developed countries with market economies;

An underdeveloped securities market provides low liquidity for the shares of most enterprises and the impossibility of attracting investments from small businesses;

Enterprises are not interested in ensuring a decent reputation and transparency of information due to the underdevelopment of the stock market;

The relationship with creditors or shareholders is more important to the leaders of the enterprise than the relationship with the owners;

The most important feature is the "non-transparency" of property relations: the nature of privatization and the post-privatization period led to the fact that it was virtually impossible to draw a clear line between the real and the nominal owner.

Changes in the strategy of some Russian companies towards ensuring a system of financial transparency resulted in an excessive increase in the costs of transition to international financial reporting standards (IFRS), or generally accepted accounting principles (GAAP). In Russia, companies such as Gazprom, RAO UES of Russia, YUKOS and others were among the first to make this transition. Reform of the accounting and financial reporting system will require significant material costs and time.

Note that among the important factors that influence the formation of the national model of corporate governance, the following can be distinguished:

Ownership structure of shares in a corporation;

The specifics of the financial system as a whole as a mechanism for transforming savings into investments (types and distribution of financial contracts, the state of financial markets, types of financial institutions, the role of banking institutions);

Correlation of sources of financing of the corporation;

Macroeconomic and economic policy in the country;

Political system (there are a number of studies that draw direct parallels between the structure of the political system "voters - parliament - government" and the model of corporate governance "shareholders - board of directors - managers");

Development history and modern features of the legal system and culture;

Traditional (historically formed) national ideology; established business practice;

Traditions and the degree of state intervention in the economy and its role in regulating the legal system.

A certain conservatism is characteristic of any model of corporate governance, and the formation of its specific mechanisms is due to the historical process in a particular country. This means, in particular, that one should not expect rapid changes in the corporate governance model following any radical legal changes.

It is necessary to emphasize the fact that at present only formative and intermediate models of corporate governance are characteristic of Russia and other countries with economies in transition, which depend on the chosen model of privatization. They are characterized by a fierce struggle for control in a corporation, insufficient protection of shareholders (investors), and insufficiently developed legal and government regulation.

Among the most important specific problems inherent in most countries with economies in transition and creating additional difficulties in the formation of models of corporate governance and control, it is necessary to highlight:

Relatively unstable macroeconomic and political situation;

The unfavorable financial condition of a large number of newly formed corporations;

Underdeveloped and relatively controversial legislation in general;

Dominance in the economy of large corporations and the problem of monopoly;

In many cases, there is significant initial dispersion of stock ownership;

The problem of "transparency" of issuers and markets and, as a result, the lack (underdevelopment) of external control over the managers of former state-owned enterprises;

Weak internal and external investors fearing many additional risks;

Lack (oblivion) ​​of the traditions of corporate ethics and culture;

Corruption and other criminal aspects of the problem.

This is one of the fundamental differences between the "classical" models that have developed in countries with developed market economies, which are relatively stable and have more than a century of history.

Direct and automatic transfer of foreign models to the "virgin" soil of transition economies is not only meaningless, but also dangerous for further reform.

The Russian model of corporate governance is the following "Management Triangle":

The essential point is that the board of directors (supervisory board), exercising the function of control over management, must itself remain an object of control.

For the majority of large Russian joint stock companies, the following groups of participants in relations can be distinguished, which constitute the content of the concept of "corporate governance":

Management, including the sole executive body of the issuer;

Major shareholders (owners of a controlling stake in the company);

Shareholders holding a small number of shares (“minority” (small) shareholders);

Owners of other securities of the issuer;

Lenders who are not the owners of the issuer's securities;

State authorities (of the Russian Federation and the constituent entities of the Russian Federation), as well as local government bodies.

In the process of corporate management activities, a “conflict of interest” arises, the essence of which is not always correctly understood by the managers and employees of the enterprise: it does not consist in the very fact of violation of “corporate interest” in favor of an individual or group, but in the possibility of a situation arising when the question of choosing between the interests of the corporation as a whole and other interests. In order to avoid such a conflict, the task of corporate governance is to prevent the likelihood of changes in the hierarchy of interests and target functions of the participants by managerial, technological, organizational means.

QUESTIONS FOR SELF-CONTROL

1. Give a definition of the essence and elements of corporate governance.

2. Expand the content of the basic theories of corporate governance.

3. List the main characteristics of the Anglo-American, German and Japanese models of corporate governance.

4. Describe the basic principles of corporate governance and assess the effectiveness of their operation in the management of Russian joint stock companies.

5. Define the main forms of corporate control.

6. What are the main characteristics of an independent board of directors? Determine, in your opinion, the most acceptable of them for the board of directors of Russian companies.

7. Expand the features of the national model of corporate governance. What are the main difficulties of its formation?

1. Bakginskas V.Yu., Gubin EM. Management and corporate control in joint stock companies. M .: Yurist, 1999.

2. Bocharov V.V., Leontiev V.E. Corporate finance. SPb .: Peter, 2002.

3. Lvov Yu.A., Rusinov V.M., Saulin A.D., Strakhova O.A. Management of a joint stock company in Russia. M .: JSC "Printing House" Novosti ", 2000.

4. Management of a modern company / / Ed. B. Milner, F. Liis. M .: INFRA-M, 2001.

5. Khrabrova I.A. Corporate Governance: Integration Issues “Affiliates, Organizational Design, Integration Dynamics”. Moscow: Ed. house "Alpina", 2000.

6. Shane V.I., Zhuplev AV., Volodin A.A. Corporate management. The experience of Russia and the United States. M .: JSC "Printing House" Novosti ", 2000.

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Tutorial Output:

Fundamentals of management: modern technologies. Study guide / ed. prof. M.A. Chernysheva. Moscow: ICC "Mart", Rostov n / a: Publishing center "Mart", 2003-320 p. (Series "Economics and Management".).