The lack of a common understanding of the corporate governance model in the world emphasizes the fact that a deep reform is underway in this area right now. The growing role of the private sector, globalization and changing competitive conditions make the problem of corporate governance the most relevant in today's business world. The practice of corporate governance directly affects the inflow of foreign investments into the economies of countries, without the formation of an effective corporate governance system it is impossible to ensure the inflow of investments. That is why the problem of corporate governance for countries with economies in transition is extremely important.

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

The objectives of the course are to master the system for 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 forms of corporate control, one of the internal mechanisms of which is the board of directors; determine the role of independent directors in the management of a joint-stock company, the signs and factors of the formation of corporate governance in Russia.

In the introductory topic « Corporate Governance: essence, elements, key problems" Let's 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 a broad sense) is a process in accordance with 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 the interests of shareholders, take into account the implementation of property rights and generate 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 management bodies and officials of the issuer, owners valuable papers(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 by which a joint-stock company must 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, building intra- and inter-firm relations of the company in accordance with the adopted goals, protecting the interests of its owners, including the regulation of internal and external risks.

There are the following elements of corporate governance:

The ethical foundations of the company's activities, which consist in observing the interests of shareholders;

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

Compliance with all legal and regulatory requirements for the company.

Other than a company's compliance with legal and regulatory requirements, it is the market that controls corporate governance more than the authorities. If the rules of good corporate governance are not followed, the company is threatened not with fines, but with damage to its reputation in the capital market. This damage will lead to a decrease in investor interest and a fall in stock prices. In addition, it will limit the opportunities for further operations and investments in the company by outside investors, as well as harm the company's prospects for issuing 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 issues of corporate governance, we highlight the following:

Agency problem - mismatch of interests, misuse of authority;

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

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

Investment community - institutions and self-organization;

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

Topic "Theories and models of corporate governance" pay your attention to the fundamental principle of corporate governance - the principle of separation of ownership and control. The shareholders are the owners of the capital of the corporation, but the right to control and manage this capital essentially belongs to the management. At the same time, the management is a hired agent and is accountable to the shareholders. Unlike owners, management, having 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 capital and the managers they hire to 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 advance in the contract all the situations that may arise in the process of doing business. Therefore, there will always be situations in which management will make decisions on its own. 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 it, then they may incur additional costs due to a mismatch of interests. These issues were considered very carefully by Michael Jensen and William Mackling, who formulated the theory of agency costs in the 70s, according to which the corporate governance model should be built in such a way as to minimize agency costs. At the same time, agency costs are the amount of losses for investors that is associated with the division of ownership and control.

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

After revealing numerous cases of discrepancy between the priorities of corporate managers and the interests of owners in Western countries, a discussion began. Many corporations prioritized growth over profitability. This was in the hands of ambitious managers and served their interests, but it was detrimental to the long-term interests of shareholders. When it comes to large corporations, the 80s. 20th century often referred to as the decade of managers. However, in the 90s. the situation has changed, and at the center of the debate are several theories of corporate governance that have been dominant in recent times:

- accomplice theories, the essence of which is the mandatory control of the company's management by all interested parties that implement the accepted model of corporate relations. It is also considered in the broadest interpretation of corporate governance as taking into account and protecting the interests of both financial and non-financial investors contributing to the activities of the corporation. At the same time, non-financial investors may include employees (specific skills for the corporation), suppliers (specific equipment), local authorities (infrastructure and taxes in the interests of the corporation);

- agency theory, which considers the mechanism of corporate relations through the toolkit of agency costs; comparative institutional analysis based on the identification of universal provisions of corporate governance systems when conducting cross-country comparison.

Many corporations (managed under the concept of shareholder value) focus on activities that can add value to the corporation (shareholder equity) and scale down operations or sell units that cannot add value to the company.

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

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

In the region of corporate law There are three main models of corporate governance that are 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 social and economic development. economic development, traditions, ideology.

Consider the Anglo-American model of corporate governance, typical for the US, UK, 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 reduces the risk of doing business and creates more flexible conditions for attracting additional capital.

2. Separation of ownership and control over the corporation.

3. The behavior of the company, focused on maximizing the wealth of shareholders, is a sufficient condition for increasing 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 securities market is a natural mechanism that allows one to objectively establish the real value of a company and, therefore, measure the welfare of shareholders.

5. All shareholders have equal rights. The size of the share held by various shareholders can influence decision making. Generally speaking, it can be assumed that those who have a large stake in a corporation have more power and influence. At the same time, having great power, one can act to the detriment of the interests of small shareholders. A contradiction naturally arises between the equality of shareholders' rights and the much greater risk of those who invest large amounts of capital. In this sense, the rights of shareholders must be protected by law. Such shareholder rights include, for example, the right to vote in solving key issues such as mergers, liquidation, 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 corporate governance model is typical of the countries of Central Europe. 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 are ready to cooperate and interact with each other, paving the course of this ship in a 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 ownership of shares.

Unlike the Anglo-American model, the board of directors consists of two bodies - the management board and the 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 governors (executive board) develops and implements a strategy aimed at harmonizing the interests of all participants in the company. The division of functions allows the board of governors to focus on the affairs of the enterprise.

Thus, in the German corporate governance model, the main governing body is collective. For comparison: in the Anglo-American model, the board of directors elects the general director, 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 ties of the corporation. Therefore, bankers, representatives of suppliers or consumers of products are often present on supervisory boards. The same principles are adhered to by the labor collective when electing members of the Supervisory Board. This is not about the fact that half of the supervisory board - the workers and employees of the corporation. Labor collective elects 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 do not have the 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 the unions seek to raise the minimum wage, then all enterprises in the Länder must comply with this condition.

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

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

The Japanese corporate governance model is characterized by the following:

System of major banks;

Network organization of external interactions of companies;

Lifetime recruitment system.

The Bank plays an important role and performs a variety of functions (creditor, financial and investment analyst, financial advisor, etc.), so each company seeks to establish close relationships with it.

Each horizontal company has one main bank, vertical groups can have two.

Wherein big role various informal associations play - 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 goal of maintaining friendly relations between the heads of the companies. In an informal setting, there is an exchange of important information and a soft agreement on 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:

Presence of network elements - councils, associations, clubs;

Practice of intragroup movement of management;

Electoral intervention;

Intra-group trading.

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

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 bring out of the crisis state of any enterprise of the group. Bankruptcy of companies belonging to financial and industrial groups is a very rare phenomenon.

I would like to note the role of intra-group trading 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 large. At the same time, transaction costs are also very low. Therefore, the trade markup is small.

The model's lifelong employment system can be described as follows: "Once you appear in a working family, you remain a member forever."

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

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 underlying corporate governance. The OECD Guidance Document "Principles of Corporate Governance" defines the fundamental positions of the mission 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. Some other aspects related to company decision-making processes, such as environmental and ethical issues, are also taken into account, but they are covered in more detail in other OECD documents (including the “Guideline” for transnational 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 becoming an increasingly important factor in investment decisions. Of particular importance is the relationship between corporate governance practices and the ability of companies to source funding from a much wider range of investors. If countries are to take full advantage of the global capital market and raise long-term capital, corporate governance practices must be convincing and understandable. Even if corporations do not rely primarily on foreign sources of funding, adherence to good corporate governance practices can bolster domestic investor confidence, lower the cost of capital, and ultimately encourage more stable sources of funding.

It should be noted that corporate governance is also affected by the relationship between the participants in the governance system. Shareholders holding a controlling stake, which may be individuals, families, alliances or other corporations acting through a holding company or through mutual shareholding can significantly influence corporate behavior. As equity holders, institutional investors are increasingly demanding voting rights in corporate governance in some markets. Individual shareholders are generally reluctant to exercise their management rights and cannot help but worry about whether they are treated fairly by majority shareholders and management. Lenders play an important role in some systems of government and have the potential to exercise external control over the activities of corporations. Employees and other stakeholders make an important contribution to the long-term success and performance of corporations, while governments create the overall institutional and legal structures for corporate governance. The role of each of these actors and their interactions vary widely across countries. In part, these relations are regulated by laws and by-laws. regulations, and partly - voluntary adaptation to changing conditions and market mechanisms.

According to the principles of corporate governance of the OECD, the corporate governance structure should protect the rights of shareholders. The main ones include: reliable methods of registration of 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 corporate profits.

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

The 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 effective management corporation. The corporate governance framework should provide timely and accurate disclosure of information on all material matters relating to the corporation, including the financial position, performance, ownership and management of the company.

In most OECD countries, about enterprises whose shares are freely floated and about those that are not listed on the stock exchange large enterprises extensive information is collected, both mandatory and voluntary, and subsequently distributed to a wide range of users. Public disclosure 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 minimum disclosure requirements, companies often voluntarily provide information about themselves in response to market demands.

Thus, it becomes clear that a strict disclosure regime is the main pillar of market monitoring of companies and is of key importance for shareholders to exercise their right to vote. The experience of countries with large and active stock markets shows that disclosure can also be a powerful tool to influence company behavior and protect 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 that is detailed enough to enable them to assess the quality of administration's management and make informed decisions about the valuation, ownership and voting of shares. Insufficient or unclear information can impair the functioning of the market, increase the cost of capital and lead to an abnormal allocation of resources.

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

Disclosure requirements should not place undue administrative burdens or unjustified costs on businesses. Nor is it necessary for companies to disclose information about themselves that could jeopardize their competitive position, unless disclosure of such information is required to make a well-informed investment decision and not to mislead the investor. In order to determine the minimum information that must be disclosed, many countries apply the "concept of materiality". Material Information defined as information whose failure to provide or misrepresentation could influence the economic decisions taken by users of the information.

Audited financial statements showing financial results A company's operations and financial position (typically the balance sheet, income statement, cash flow statement, and notes to the financial statements) are the most common source of information about companies. Two main goals financial statements in their current form are to provide proper controls and a basis for valuing securities. The minutes of the discussions are most useful when they are read in conjunction with the accompanying financial statements. Investors are particularly interested in information that can shed light on the prospects for a business.

In addition to information about their business objectives, companies are encouraged to also provide information about their business ethics policies, environment and other public policy commitments. Such information can be useful to investors and other users of information in order to best assess the relationship between companies and the communities 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 ownership structure in relation to the enterprise and the relationship of their rights with the rights of other owners. Often different countries require the disclosure of ownership data after reaching a certain level of ownership. Such data may include information about significant shareholders and other persons who control or may control the company, including information about special voting rights, agreements between shareholders to own controlling or large blocks of shares, significant cross-shareholdings and mutual guarantees. Companies are also expected to report related party transactions.

Investors require information about individual board members and principal officers so that they can evaluate their experience and qualifications, as well as the potential for conflicts of interest that could affect their judgment.

It should be noted that shareholders are also not indifferent to how the work of members of the board and chief executives is remunerated. Companies are generally expected to provide sufficient information about 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 vested interest schemes, such as the possibility acquisition of shares, 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 particular industry or geographic area; dependence on certain types of raw materials; risks in the financial market, including risks associated with interest rates or exchange rates; risks associated with derivative financial instruments 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 characteristics of the sector of the economy in question. It is also useful to report whether companies use risk monitoring systems.

Companies are encouraged to provide information on key matters relating to employees and other stakeholders that may have a material impact on the company's results of operations.

Topic "Corporate Control: Foundations, Motivation, Forms" the grounds and forms of control and the behavior of subjects (shareholders, financial institutions and organizations, etc.) in the relevant 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, successive provision of corporate interests and is expressed in corporate control.

The grounds for establishing corporate control may be:

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

Resource concentration;

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 capital, strengthening the position of managers, i.e. redistribution of rights and powers of subjects of corporate control;

Removal of competing corporations;

Increasing the size of the property, etc.

These most widespread bases operate throughout the history of joint-stock companies. The influence and role of each of them varies with time and economic conditions. However, the existence of grounds for establishing corporate control does not yet mean its actual implementation. In order for the existing structure of control to be changed, objective factors that ensure such a change must be accumulated.

Control is associated with the right to manage the equity capital of joint-stock companies, the technological process, and 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 financial resources and external financing plays an important role. For large joint-stock companies, there is a great dependence on sources of money capital, and therefore the institutions that ensure its concentration play a crucial role in strengthening corporate control.

At the same time, the interaction of a 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 objectives.

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 does not always come from the interests of some given corporation; this motivation can feed on the interests of other, competing corporations. It is also true that in the desire 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: shareholder, managerial and financial, each of which is represented different categories legal entities and individuals.

Shareholder control represents 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 shareholders of the company.

The implementation of corporate control, primarily shareholder control, makes it possible to make the investment process as direct as possible without the participation of credit institutions. However, the development of direct forms of investment complicates the individual investment choice, forcing a potential investor to 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 provide management economic activity enterprises, succession 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 funds.

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 by acquiring shareholding control rights, shares, or they lend to the enterprise from funds borrowed from the owners of cash savings. In both cases, there is an expansion of the direct sources of financing of society.

Thus, the primary function of credit and financial institutions is to lend to society. Financial control is formed on the basis of credit relations. Because of this, financial control is opposed to joint-stock control, as it is formed in the process of choosing between own and external sources of financing for a joint-stock company. The dependence of a joint-stock company on external sources of financing, as well as the expansion of such sources, increases the importance financial control.

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

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

Especially the "democratization" of corporate control is facilitated by the development of pension and insurance savings systems in society. Private non-state pension funds, 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. corporation employees. These funds are able to accumulate significant amounts of money 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 hand, 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 through a significant increase in 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 interest": clients and corporate ones. To avoid this, the managers themselves or state institutions 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 the funds accumulated by these organizations. The state determines the framework for the participation of financial institutions in corporate control.

Topic "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 OECD recommendations.

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, which 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 relations. In the Canadian and American systems, there is a practice of insuring board members against unexpected liability.

Schematically, the structure of the board of directors of a company 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 success strategic plan corporations, to ensure a collective understanding of the quality and reliability of decisions, without reducing the level of openness of the discussion of board members;

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

Independence - the objectivity of the board's judgments on the state of corporate affairs either due to the greater participation of board members - external directors, or the appointment of a person who does not belong to the management circle to the position of chairman of the board, the appointment of an independent "leader" of the board. Creation of specialized committees consisting exclusively of external directors (in the field of audit);

Control over the implementation of the audit - the board is responsible for ensuring openness and access to financial information, which requires the analysis and approval of the annual report, periodic interim reporting, and also assumes responsibility for the corporation's compliance with laws;

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

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

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

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

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

Among the criteria that apply to independent directors, the following can be distinguished:

Higher education, Doctor of Sciences;

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

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

Does not own any shares of this corporation;

Loyalty to management, i.e. independence of judgment and expression.

So, for example, in 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 in an enterprise, management errors are singled out. 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 boards of directors, their independence, and for the forms of representation of small shareholders and external investors on the board of directors. 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 management bodies are held jointly.

Members of boards of directors, representing the interests of small shareholders or external investors, are often excluded from objective information about the issuer, which is necessary for the effective exercise of their powers. The existing procedures for convening and holding meetings of the board of directors for most Russian issuers do not contain requirements for the procedure, timing and volume of information provided to members of the board of directors for decision-making, there are no criteria for evaluating 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 liability in any way depend on the results of the financial and economic activity of the issuer.

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

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

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

According to federal law dated December 26, 1995 No. 208-FZ “On Joint-Stock Companies”, the board of directors of the company has the right to temporarily remove managers who, in his opinion, have made a mistake, without waiting for an extraordinary meeting of shareholders. This will, in our opinion, protect the rights of major shareholders. In addition, Art. 78 of the Law expands the list big deals(including a loan, pledge, credit and surety) related to the acquisition, alienation or possibility of alienation by the company of 25% or more of property at the book value as of the last reporting date (except for purchase and sale transactions, as well as transactions with placement through subscription (realization) of ordinary shares of the company). The general meeting and the board of directors will now make a decision not to commit, but to approve a major transaction.

On topic: "Peculiarities 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 and commercial joint-stock enterprises, financial and industrial groups, holding and transnational companies, which to a greater extent determine the leading role in providing economic growth country.

The distinguishing features of the corporate governance system in Russia at present are the following:

Relatively high proportion of managers in large enterprises compared to world practice;

Rather 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 players in developed countries with market economies;

The undeveloped securities market ensures the low liquidity of the shares of most enterprises and the impossibility of attracting investments from the small business sector;

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

Relationships with creditors or shareholders are more important to business leaders than relationships with owners;

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

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

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

The structure of shareholding 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);

The ratio 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");

History of development and modern features of the legal system and culture;

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

Traditions and 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 should be emphasized that Russia and other countries with economies in transition are currently characterized only by formative and intermediate models of corporate governance, 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), insufficiently developed legal and state regulation.

Among the most important specific problems inherent in most countries with economies in transition and creating additional difficulties in the formation of corporate governance and control models, the following should be singled out:

Relatively unstable macroeconomic and political situation;

unfavorable financial condition a large number of newly created corporations;

Insufficiently developed and relatively inconsistent legislation in general;

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

In many cases, there is significant initial dispersion of share 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 domestic and foreign investors who are afraid of many additional risks;

Absence (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.

The direct and automatic transfer of foreign models to the “virgin” soil of transitional economies is not only pointless, but also dangerous for further reforms.

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 that make up the content of the concept of "corporate governance" can be distinguished:

Management, including the sole executive body of the issuer;

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

Shareholders owning an insignificant number of shares (“minority” (small) shareholders);

Owners of other securities of the issuer;

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

Government departments ( Russian Federation and subjects of the Russian Federation), as well as local governments.

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 the “corporate interest” in favor of an individual or group, but in the possibility of a situation when the question arises of choosing between the interest 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 participants using managerial, technological, and organizational means.

QUESTIONS FOR SELF-CHECKING

1. Define 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 evaluate 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.: Jurist, 1999.

2. Bocharov V.V., Leontiev V.E. Corporate Finance. St. Petersburg: Peter, 2002.

3. Lvov Yu.A., Rusinov V.M., Saulin A.D., Strakhova O.A. Management of a joint stock company in Russia. M .: OAO 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". M.: Ed. house "Alpina", 2000.

6. Shein V.I., Zhuplev A.V., Volodin A.A. Corporate management. Experience of Russia and the USA. M .: OAO Printing House Novosti, 2000.

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Tutorial output:

Fundamentals of management: modern technologies. Teaching aid / ed. prof. M.A. Chernyshev. Moscow: ICC "MarT", Rostov n / D: Publishing Center "MarT", 2003-320 p. (Series "Economics and Management".).

Gracheva Maria Senior Financial Expert, ECORYS Nederland, Davit Karapetyan - IFC Corporate Governance in Russia
Magazine "Management of the company" No. 1 2004

Corporate governance: what is it?
Now in developed countries the foundations of the system of relations between the main actors of the corporate (shareholders, managers, directors, creditors, employees, suppliers, buyers, government officials, residents of local communities, members of the public organizations and movements). Such a system is created to solve three main tasks of the corporation: ensuring its maximum efficiency, attracting investments, and fulfilling legal and social obligations.
Corporate management and corporate governance are not the same thing. The first term refers to the activities of professional specialists in the course of business transactions. In other words, management is focused on the mechanics of doing business. The second concept is much broader: it means the interaction of many individuals and organizations related to the most diverse aspects of the functioning of the company. Corporate governance is at a higher level of company management than management. The intersection of the functions of corporate governance and management takes place only when developing a company's development strategy.
In April 1999, in a special document approved by the Organization for Economic Cooperation and Development (which unites 29 countries with developed market economies), the following definition of corporate governance was formulated: 1. Five main principles of good corporate governance were also described in detail there:

1. The rights of shareholders (the corporate governance system should protect the rights of shareholders).
2. Equal treatment of shareholders (the corporate governance system should ensure equal treatment of all shareholders, including small and foreign shareholders).
3. The role of stakeholders in corporate governance (the corporate governance system should recognize the statutory rights of stakeholders and encourage active cooperation between the company and all stakeholders in order to increase social wealth, create new jobs and achieve financial sustainability of the corporate sector).
4. Disclosure of information and transparency (the corporate governance system should ensure the timely disclosure of reliable information about all significant aspects of the functioning of the corporation, including information about financial position performance, ownership structure and management structure).
5. Responsibilities of the board of directors (the board of directors provides strategic guidance to the business, effective control over the work of managers and is obliged to report to shareholders and the company as a whole).

Effective corporate governance: the importance of implementing the system, the cost of its creation, the demand from companies
Companies with high corporate governance standards tend to have better access to capital than poorly managed corporations and outperform the latter in the long run. Securities markets, which are subject to strict requirements for the corporate governance system, help to reduce investment risks. Typically, such markets attract more investors who are willing to provide capital at a reasonable price, and are much more effective in bringing together capital owners and entrepreneurs in need of external financial resources.
Efficiently managed companies contribute more significantly to the national economy and the development of society as a whole. They are more financially sustainable, creating more value for shareholders, workers, local communities and countries as a whole. This is in contrast to poorly managed companies such as Enron, whose failures cause job losses, loss of pension contributions, and can even undermine confidence in the stock markets. The stages of building an effective corporate governance system and its advantages are shown in fig. 3.

Facilitating access to the capital market
Corporate governance practices are a factor that can determine the success or failure of companies in entering the capital market. Investors perceive well-managed companies as friendly, inspiring more confidence that they are able to provide shareholders with an acceptable level of return on investment. On fig. Figure 4 shows that the level of corporate governance plays a special role in countries with emerging markets, where there is no such a serious system of protecting the rights of shareholders as in countries with developed markets.
New share registration requirements adopted by many of the world's stock exchanges make it necessary for companies to comply with increasingly stringent corporate governance standards. There is a clear tendency among investors to include corporate governance practices in the list of key criteria used in the process of making investment decisions. The higher the level of corporate governance, the more likely it is that assets are used in the interests of shareholders, and not stolen by managers.

Reducing the cost of capital
Companies that adhere to good corporate governance standards can achieve lower cost of outsourced financial resources used by them in their activities and, consequently, reducing the cost of capital in general. This pattern is especially typical for countries such as Russia, where the legal system is in the process of formation, and judicial institutions do not always provide effective assistance to investors in case of violation of their rights2. Joint-stock companies that have managed to achieve even small improvements in corporate governance can receive very significant advantages in the eyes of investors compared to other JSCs operating in the same countries and industries (Fig. 5).
As you know, in Russia the cost of borrowed capital is quite high, and raising external resources through the issuance of shares is practically non-existent. This situation has developed for many reasons, primarily due to the strong structural deformation of the economy, which creates serious problems with the development of companies as reliable borrowers and objects for investing shareholders' funds. At the same time, the spread of corruption, insufficient development of legislation and weak judicial enforcement and, of course, flaws in corporate governance3 play a significant role. Therefore, an increase in the level of corporate governance can have a very quick and noticeable effect, ensuring a decrease in the cost of a company's capital and an increase in its capitalization.

Promoting Efficiency
Good corporate governance can help companies achieve high performance and efficiency. As a result of better management, the accountability system becomes clearer, the oversight of the performance of managers is improved, and the link between the reward system of managers and the company's performance is strengthened. In addition, the decision-making process of the board of directors is being improved by obtaining reliable and timely information and increasing financial transparency. Effective corporate governance creates favorable conditions for succession planning and sustainable long-term development of the company. Conducted studies show that high-quality corporate governance streamlines all business processes occurring in the company, which contributes to the growth of turnover and profit while reducing the volume of required capital investments4.
The implementation of a clear accountability system reduces the risk of a divergence between the interests of managers and the interests of shareholders and minimizes the risk of fraud by company officials and their transactions in their own interests. If the transparency of a joint-stock company increases, investors get an opportunity to penetrate the essence of business operations. Even if the information coming from a company that has increased its transparency turns out to be negative, shareholders benefit from a reduction in the risk of uncertainty. Thus, incentives are formed for the board of directors to conduct a systematic analysis and risk assessment.
Effective corporate governance, which ensures compliance with laws, standards, rules, rights and obligations, allows companies to avoid the costs associated with litigation, shareholder claims and other business disputes. In addition, the resolution of corporate conflicts between minority and controlling shareholders, between managers and shareholders, as well as between shareholders and stakeholders is improving. Finally, executive officials are able to avoid harsh penalties and imprisonment.

Reputation improvement
Companies that adhere to high ethical standards, respect the rights of shareholders and creditors, and ensure financial transparency and accountability will develop a reputation as zealous guardians of the interests of investors. As a result, such companies will be able to become worthy and enjoy greater public confidence.

The cost of effective corporate governance
The organization of an effective corporate governance system entails certain costs, including the costs of attracting specialists, such as corporate secretaries and other professionals, necessary to ensure work in this area. Companies will have to pay remuneration to external legal advisers, auditors and consultants. The costs associated with disclosing additional information can be significant. In addition, managers and board members will have to devote a lot of time to solving emerging problems, especially at the initial stage. Therefore, in large joint-stock companies, the implementation of a proper corporate governance system usually occurs much faster than in small and medium-sized ones, since the former have the necessary financial, material, human, and information resources for this.
However, the benefits of such a system far outweigh the costs. This becomes apparent if, when calculating economic efficiency, we take into account the losses that may be faced by: employees of firms - due to job cuts and loss of pension contributions, investors - as a result of the loss of invested capital, local communities - in the event of a collapse of companies. In an emergency, systemic corporate governance problems can even undermine confidence in financial markets and threaten the stability of a market economy.

Demand from companies
Of course, a system of proper corporate governance is needed primarily by open joint-stock companies with big amount shareholders who do business in industries with high growth rates and are interested in mobilizing external financial resources in the capital market. However, its usefulness is also undeniable for open joint stock companies with a small number of shareholders, closed joint stock companies and limited liability companies, as well as for companies operating in industries with medium and low growth rates. As already mentioned, the introduction of such a system allows companies to optimize internal business processes and prevent conflicts by properly organizing relations with owners, creditors, potential investors, suppliers, consumers, employees, representatives government agencies and public organizations.
In addition, any company seeking to increase its market share sooner or later faces limited internal financial resources and the impossibility of a long-term increase in debt burden without increasing the share of equity in liabilities. Therefore, it is better to start implementing the principles of good corporate governance in advance: this will ensure the future competitive advantage companies and thereby give it the opportunity to get ahead of rivals. In other words, the soldier who does not dream of becoming a general is bad.
So, corporate governance is not a fashionable term, but quite a tangible reality. In countries with economies in transition, it is characterized by very significant features (as well as other attributes of the market), without understanding which it is impossible to effectively regulate the activities of companies. Consider the specifics of the Russian situation in the field of corporate governance.

Research results
In the fall of 2002, the Interactive Research Group, in cooperation with the Association of Independent Directors, conducted a special study of corporate governance practices in Russian companies. The study was commissioned by the International Finance Corporation (a member of the World Bank Group), with the support of the Swiss State Secretariat for Economic Relations (SECO) and the Senter International Agency of the Ministry of Economy of the Netherlands5.
The survey involved senior officials of 307 joint-stock companies representing a wide range of industries and operating in four regions of Russia: Yekaterinburg and the Sverdlovsk region, Rostov-on-Don and the Rostov region, Samara and the Samara region, St. Petersburg. The uniqueness of the study lies in the fact that it focuses on the regions and is based on a solid and representative sample. The average characteristics of the respondent firms are as follows: the number of employees - 250, the number of shareholders - 255, the sales volume - $1.1 million. , CEOs or their substitutes.
The analysis made it possible to reveal the presence of certain general patterns. In general, companies that have achieved some success in terms of corporate governance practices include those that:

• more in terms of turnover and net profit;
• feel the need to attract investment;
• hold regular meetings of the board of directors and the board;
• provide training for members of the board of directors.

1. commitment of companies to the principles of good corporate governance;
2. activities of the board of directors and executive bodies;
3. shareholder rights;
4. disclosure and transparency.

1. Commitment to the principles of good corporate governance
To date, only a few companies have made real changes in corporate governance (CG), so it needs serious improvement. Only in 10% of companies the state of CG practice can be assessed as, at the same time, the share of companies with unsatisfactory CG practice is 27% of the sample.
Many companies are not aware of the existence of the Code of Corporate Conduct (hereinafter referred to as the Code), which was developed under the auspices of the Federal Commission for the Securities Market (FCSM) and is the main Russian corporate governance standard. Although the Code is targeted at companies with more than 1,000 shareholders (which is more than the average number of shareholders in the sample), it is applicable to companies of any size. Only half of the respondents are aware of the existence of the Code, of which about one third (i.e. 17% of the entire sample) have implemented its recommendations or intended to do so in 2003.
Many companies plan to improve their CG practices and would like outside help to do so. More than 50% of firms surveyed intend to use the services of CG consultants, and 38% of respondents intend to organize training programs for board members.

2. Activities of the board of directors and executive bodies
Board of Directors
Boards of Directors (Boards) go beyond the scope of their competence under Russian law. The boards of directors of some companies are either not aware of the limits of their powers, or deliberately ignore them. Thus, every fourth Board of Directors approves an independent auditor of the company, and in 18% of respondent firms, boards of directors elect members of the Board of Directors and terminate their powers.
Only a few members of the SD are independent. In addition, the problem of protecting the rights of minority shareholders is a matter of concern. Only 28% of surveyed companies have independent board members. Only 14% of respondents have the number of independent directors in line with the recommendations of the Code.
There are practically no committees in the structure of boards of directors. They are organized only in 3.3% of the companies participating in the study. Audit committees have 2% of respondent firms. None of the firms has an independent director as chairman of the audit committee.
Almost all companies meet the legal requirements for a minimum number of directors. 59% of companies in the Board of Directors do not have women. The average number of SD members is 6.8, and only one of the SD members is a woman.
Board meetings are held quite regularly. On average, board meetings are held 7.9 times a year, which is slightly less than the Code, which recommends such meetings to be held every 6 weeks (or about 8 times a year).
Only a few companies organize training for their board members, and very rarely do they turn to independent consultants on corporate governance issues. Only 5.6% of respondents provided training to board members during the previous year. Even fewer companies (3.9%) used the services of CG consulting firms.
The remuneration of the members of the Board of Directors is at a low level and, quite likely, is incomparable with the responsibility assigned to them. 70% of companies do not pay the work of directors at all and do not compensate them for the expenses associated with their activities. The average remuneration of a member of the Board of Directors is $550 per year; in companies with less than 1,000 shareholders - $475, and in companies with more than 1,000 shareholders - $1,200 per year.
The corporate secretary in companies with this position, as a rule, combines his main job with the performance of other functions. 47% of respondents indicated that they have introduced the position of a corporate secretary, whose main duties are to organize interaction with shareholders and help in establishing cooperation between the Board of Directors and other management bodies of the company. In 87% of such companies, the functions of a corporate secretary are combined with the performance of other duties.

Executive bodies (board and CEO)
Most companies do not have collegial executive bodies. The Code recommends the formation of a collegial executive body - the board, responsible for the day-to-day work of the company, but only one quarter of the respondent firms has such a body.
In some companies, collegial executive bodies go beyond the scope of competence provided for by Russian law. As in the case of the Board of Directors, collegial executive bodies either do not fully understand or deliberately ignore the limits of their powers. Thus, 30% of collegial executive bodies make decisions on conducting extraordinary audits, and 14% approve independent auditors. Further, 9% elect senior executives and board members and terminate their powers; 5% elect the chairman of the board and the general director and terminate their powers; 4% elect the chairman and members of the Board of Directors and terminate their powers. Finally, 2% of the collegial executive bodies approve an additional issue of the company's shares.
Board meetings are held less frequently than recommended by the Code. Meetings of the collegial executive body are held on average once a month. Only 3% of companies follow the Code's recommendations to hold meetings once a week. At the same time, the results of the study show that the more often board meetings are held, the higher the profitability of companies.

3. Rights of shareholders
All surveyed companies hold annual general meetings of shareholders in accordance with the requirements of the law.
All respondent firms comply with legal requirements regarding the information channels used to notify shareholders of a general meeting.
The majority of survey participants inform shareholders that the meeting is properly conducted. At the same time, 3% of companies include additional issues on the agenda of the meeting without proper notification of shareholders.
In a number of companies, the Board of Directors or collegial executive bodies have appropriated certain powers of the general meeting. In 19% of firms, the general meeting is not given the opportunity to approve the board's recommendation to appoint an independent auditor.
Although the majority of respondents notify shareholders of the results of the general meeting, many companies do not provide shareholders with any information on this issue. Shareholders of 29% of surveyed companies are not informed about the results of the general meeting.
Many firms do not meet their obligations to pay dividends on preferred shares. Almost 55% of the surveyed companies with preferred shares did not pay declared dividends in 2001 (the number of such companies turned out to be 7% more than in 2000).
It is not uncommon for declared dividends to be paid late or not at all. The results of the study show that in 2001, 35% of companies paid dividends after 60 days had elapsed from the date the payment was announced. The Code recommends that payment be made no later than 60 days after the announcement. At the time of the study, 9% of companies had not paid dividends declared based on the results of 2000.

4. Disclosure and transparency
94% of companies do not have internal disclosure policy documents.
The ownership structure is still a well-kept secret. 92% of companies do not disclose information about major shareholders. Nearly half of these firms have shareholders owning more than 20 percent authorized capital, and 46% has shareholders owning more than 5% of the outstanding shares.
Almost all responding firms provide shareholders with their financial statements (only 3% of companies do not).
In most companies, audit practices leave much to be desired, and in some firms, auditing is carried out in a very sloppy manner. 3% of respondent firms do not conduct an external audit of financial statements. Internal audit is absent in 19% of companies with audit commissions. 5% of the study participants do not have an audit commission provided for by law.

The way in which many respondent firms approve the external auditor raises serious concerns about the independence of the latter. According to Russian law, the approval of the external auditor is the exclusive prerogative of the shareholders. In practice, auditors are asserted: in 27% of companies - boards of directors, in 5% of companies - executive bodies, in 3% of companies - other bodies and persons.
Board audit committees are organized very rarely. None of the companies in the sample has an audit committee composed entirely of independent directors.
International financial reporting standards (IFRS) are beginning to spread, and this is especially true for companies that need to attract financial resources. 18% of surveyed firms currently prepare IFRS financial statements, and 43% of respondents intend to implement IFRS in the near future.
Based on the results of the survey, the respondent companies were assessed in accordance with 18 indicators characterizing the practice of corporate governance and divided into the four groups indicated above (Fig. 6).
Overall, performance across all four categories can be significantly improved, with the following indicators requiring particular attention:

• training of members of the Board of Directors;
• increase in the number of independent directors;
• formation of key committees of the Board of Directors and approval of an independent director as the chairman of the audit committee;
• accounting in accordance with international financial reporting standards;
• improved disclosure of information about related party transactions.

At the level of the authorized management of the corporation, there are two bodies - the board of directors and the audit body.

For example, the Japanese principle of five Cs is interesting for reflection. These are not the four Cs that are often discussed in Russian literature today - independence, self-sufficiency, self-financing, self-government. These are not the seven Cs that ensure the effectiveness of corporate management, which are widely included in the management lexicon around the world.

If I, as a shareholder, spend a lot of energy and money on obtaining information about the management of a corporation, then such information could well be useful to other investors. But it is not yet clear how I would be able to recoup my costs. In essence, obtaining this kind of information is associated with economies of scale, and it is not clear how such information can be sold. These circumstances turn information into a public good, which we will discuss in detail in the next chapter. Here we can also see that since there is no reason to expect a competitive information market to emerge, managers can pursue their goals other than profit maximization without risking losing their jobs.

There are, however, some important factors that limit the ability of managers to deviate from the goals of the owners. First, shareholders can complain if they feel that managers are behaving inappropriately, and in exceptional cases they can change the current management (perhaps with the help of the corporate board of directors, whose duty it is to monitor the behavior of managers). Secondly, strong market principles can develop in the management of a corporation. If, with poor management of the firm, it becomes a real transfer of control into the hands of the owners, then managers have a serious incentive to maximize profits. Third, there may be a well-developed market for managers. If those who maximize profits are in demand, they will receive high salaries, which in turn will make other managers want to stick to the same goal.

At the same time, this product marketing program and the corporation's development strategy will not work properly if the organizational structure for building and managing the corporation does not correspond to them, since it should already contain a system for coordinating the activities of business structures, as well as a system for distributing powers between various management levels.

The councils under the president of the company are advisory bodies. They develop a collective opinion of specialists in various fields on the issues of strategic management of the corporation.

The most significant consequence of the corporate restructuring of the 1980s was the formation of a new approach to corporate management, in which the main goal of business is to increase the value of the company. In addition, the inefficiency of conglomerates was demonstrated; corporations abandoned the concept of financial self-sufficiency (the tendency of companies to create their own internal capital market for new investments and growth financing), there was an awareness of the need to renew corporations and search for sustainable competitive advantages.

The class "corporate systems" (automation and management systems for a corporation, company, financial group, etc.) includes much more functions than, say, just enterprise management. A corporation can unite various management, production, financial and other structures, legal entities, have several territorially remote branches, enterprises, trading firms engaged in a wide variety of activities (manufacturing, construction, mining, banking, insurance, etc.). Here, the problems of proper organization of information support of hierarchy levels, aggregation of information, its efficiency and reliability, consolidation of data and reports in the central office, organization of access to data and their protection, and technology for consistent updating of unified shared information come to the fore. As components of the system, there is a functionally complete accounting subsystem with the ability to use various international standards for the subsystem of operational, production accounting, personnel accounting, various subsystems for management, office work and planning, analysis and decision support, etc. As you can see, the accounting component in such a system does not is dominant, such developments are focused more on company executives and managers at different levels. In such a system, the interconnection and consistency of all components, the consistency of their data, as well as the effectiveness of the system for managing the company as a whole are more important.

The concept of net present value suggests the appropriate separation of the functions of ownership and management of a corporation. A manager who invests only in assets with a positive net present value serves the best interests of each of the owners of the firm - despite their differences in wealth and tastes. This is possible due to the existence of the capital market, which allows each shareholder to create their own investment portfolio in accordance with their needs. For example, there is no need for a firm to adjust its investment policy so that subsequent cash flows are in line with shareholders' preferred timing patterns of consumption. Shareholders can move funds forward or backward in time as they wish, as long as they have free access to the capital markets. In fact, their consumption pattern is determined only by two things: their personal wealth (or lack thereof) and the rate of interest at which they can borrow or lend. The financial manager is not able to influence the interest rate, but it is in his power to increase the wealth of shareholders. This can be done by investing in assets with a positive net present value.

The changes in the organizational structure under consideration make it possible to speed up the process from development to the release of a specific product on the market three times faster on average than before. The process of transition from one organizational scheme to another should not be carried out radically. If the corporate governance structure is organized by function, it is necessary to include employees in teams that unite individual departments and functions. Even if there is still some form of formal functional structure in the corporation for a few years, people will probably be ready enough to work outside their former functions most of the time.

The management personnel of a spin-off from a large corporation were well trained to write business plans. Perhaps these plans are more rigorous than those discussed in business schools and at special seminars. Under conditions determined by the interests of work and their own careers, corporate managers must evaluate the business plans of divisions and departments of the corporation that are competing for money from the same fund. Therefore, business planners should consider the management of the corporation itself in the same role as external investors. From within this business, the managing corporations are in an excellent position, p. which can be judged on the reliability of the content of business plans. This significantly limits the ability of developers to lie or tell half-truths.

The insufficient development of external prerequisites for the formation of joint-stock companies makes internal management tools especially important. The effectiveness of corporate governance in a transitional economy directly depends on the successful development of various aspects of shareholder relations. Corporate management systems should prioritize the creation of internal management structures, as well as internal infrastructure, that would allow them to successfully develop.

There are other options for the distribution of responsibility within the unified corporate management structure. At the same time, a number of common points can be identified in the management of diversified firms abroad. Usually in such firms there are three levels of management

Part 5 focuses on corporate governance issues that securities analysts need to know.

Here we are not interested in the legal and political aspects of corporate governance, although they are important. Here we will talk only about the role of the securities analyst, who must respond to events and management practices that affect the valuation of corporations, and hence the results of investing. Undoubtedly, it is the value of ordinary shares that is especially sensitive to the peculiarities of ownership of shares, which are the basis for investors to participate in the economic life of the United States.

Chapter 36

Chapter 36

Chapter 36

Chapter 36

Norman B. Kayder, President of Atlas, considers Mr. Hoffman's chances of moving into the upper echelons of management to be reasonable: a one in three chance of becoming an Atlas executive, a one in five chance of becoming a top manager at another Tyler subsidiary, and a one in ten chance of moving to headquarters of the Tyler Corporation.

The divisional structure can be viewed as a combination of organizational units serving a specific market and managed centrally. With such a structure, departments can also be specialized in sales markets. The shift away from the use of strictly functional corporate management schemes in favor of a divisional structure can be quite clearly traced with an increase in the level of production diversification. circuit diagram divisional management structure is shown in fig. 7.4. The production divisions of the company receive a certain independence. At the same time, the development strategy, research and development, financial and investment policy are within the competence of the top management. The main role in such structures is played by managers who head production departments (divisions). The formation of divisions, as a rule, is carried out according to one of the criteria for manufactured products (products or services) - product specialization, for targeting certain consumer groups - consumer specialization, for served territories - regional specialization.

The rapid development of financial markets in the early XX century. dramatically changed the nature of the activities of many American corporations. The ownership of companies became more fragmented, in many of them the share of large shareholders did not exceed 10%. By this time, the class professional managers and there was a transition to the management of corporations on a professional basis. Managers competed with each other for the right to manage corporations not on the basis of the size of the contribution to the capital of the corporation, but based on their experience, knowledge and abilities. On the basis of these transformations, one of the fundamental principles was finally formed

Corporate History

For the first time corporate associations arose in ancient Rome. During the Republic, it was allowed to freely create new corporations. It was enough that the charter of the corporation did not contradict the laws. But in the days of the empire, in order to create a corporation, it was necessary to obtain a special agreement from the Senate. From among the members of the corporation, persons were elected who conducted its affairs. If the corporation ceased to exist, then its property was divided among the entire composition of its participants.

Today it is believed that the oldest corporation in the world is the Stora Kopparberget copper mine. It is located in Sweden in the city of Falun. In 1347, this corporation received a charter from King Magnus Eriksson. Many countries in Europe in the seventeenth century received the right to do business with the colonies. These organizations are considered to be the prototypes of modern corporations. Examples include the Dutch East India Company and the Hudson's Bay Company.

Modern corporations

Currently, in industrialized countries where the market economy is well developed (United States of America, Japan, Canada), corporations are the key form of entrepreneurial activity. Nearly 50% of corporate cross-industry groups control industrial production and trade of these countries. The United States of America, Japan and Canada hold most of the patents and licenses for new equipment and technological developments (about eighty percent).

The existence of a corporation is not limited, because the share of capital (shares) can be transferred to other owners. The Corporation raises equity and debt capital on its own behalf. That is why the liability of shareholders for the debt obligations of the corporation is limited. Their biggest loss can only be the money that was invested in stocks. If the corporation needs additional equity capital, it has the right to issue a new block of shares and attract investors from outside. Among other things, a corporation may be a general or limited partner in a partnership. The corporation may also own shares of other joint-stock companies. For these reasons, establishing a corporation is more difficult than organizing other forms of business.

There are several types of corporate associations. These types are determined by the legislation of the state. Corporate associations in different countries may vary.

The most common types of corporate associations in most countries are:

Limited Liability Company;

Closed Joint Stock Company;

Joint stock company of open type;

Cartel;

Syndicate;

Holding;

transnational corporations;

Concern;

Financial and industrial group.

The legislation of each country determines the rights and responsibilities of all types of corporate associations. The legislation of most countries of the world defines restrictions on the composition of corporate associations and forms of their activities. In addition, there are special measures that prevent the transformation of a corporation into a monopoly. If a corporate association violates the restrictions, the state and regional authorities will put forward certain sanctions. Also, the case will be considered in court, and as a result, the corporate association may be disbanded into smaller organizations.

Almost always, enterprises that are part of a corporation are economically dependent on it. One happens that enterprises that are part of a corporation have their own shareholders. Of course, these shareholders expect to receive dividends on their invested capital. The board of shareholders of the enterprise and the management of the corporation interact in accordance with the legislation of the country. From this it becomes obvious that economic relations in corporate associations are very diverse and quite complex.

The most common cases of relations between an enterprise and a corporation are:

1.Absorption. In this case, the company becomes economically dependent. On all matters of management and functioning, it is subordinate to the management of the corporation.

2.Corporation begins to implement financial management enterprise. In this case, the company can independently resolve other issues. It is obligatory only to fulfill the approved budget of the corporation in the part that concerns it.

3. Acquisition of an organization or part of it. In this case, the corporation simply acquires an enterprise that was put up for auction for sale due to inefficient functioning or in the process of privatization.

4. A joint venture is created with another corporation.

5. By restructuring the enterprise, which is carried out according to the plan of the corporation and during its sale. The structure of the enterprise and the type of its main activity are changing in order to increase economic efficiency.

6. By selling enterprises (parts thereof) that belong to the corporation.

7.Some enterprises transform into branches. The corporation determines the main direction of activity of the branches and controls it. The location of the branch determines the area of ​​its operation, i.e. a particular branch is a representative office of a corporation in a certain territory.

8. By creating a consortium. A consortium is a temporary association of enterprises, firms, concerns in order to solve an important production, scientific and technical problem.

Management in a corporation

The charter of a corporate association is determined by its governing bodies. For example, in LLCs and CJSCs, the supreme governing body is the general meeting of shareholders. Cartels, syndicates, pools, trusts, holdings, concerns, financial groups most often have a management apparatus, which is formed in the form of two main bodies. The first is the Board of Directors, which carries out strategic management. The second is the executive body, which consists of the president and vice presidents. They carry out operational management with the help of specialized agencies.

Capital owners can influence the economic policy of corporate associations with the help of the Board of Directors. But hired employees (presidents, vice presidents, general directors, managers by types of management) carry out direct management. This separation of ownership and management functions has a positive effect on the management apparatus.

ABOUT main management structures:

1.Highly centralized vertical functional structure.

2. Decentralized (divisional) structure with high coordination of horizontal links between units of the same level.

Summing up, we note the main thing. A corporation, in other words, is nothing more than a joint-stock company. The share of capital invested in the business grants and limits the right of ownership. To achieve a high concentration of capital, a corporation may issue more shares. Also, a corporation may have a complex management organization. American business is dominated by corporations. Corporations control significant capital flows and have a huge number of employees. Corporations provide the population with a wide range of goods and services and have a huge impact on the social and political life of the country.

The concept of corporate governance

Currently, there are many approaches to determining the essence of corporate governance (CG). Most often, it is customary to identify it with a special form of relationship that arises between managers and owners (shareholders). corporate organizations, which includes a set of norms, rules, traditions and measures that allow the latter to exercise control over the activities of the company's management and fairly distribute its results.

Definition 1

A corporation is a special form of business organization that involves the concentration of ownership in the hands of shareholders. Most often, corporations take the form of joint-stock companies (public and non-public).

Corporate governance is directly related to the organization of managing the relationship between the corporation and its stakeholders.

Stakeholders should be understood as persons interested in the activities of the corporation. As a rule, they are:

• shareholders (owners);
• management (managers);
• employees (personnel);
• clients (consumers);
• suppliers;
• state;
• local community.

The corporate governance system involves building effective relationships between them.

In itself, corporate governance is usually considered in three basic aspects (Figure 1).

Figure 1. Main approaches to defining the essence of corporate governance. Author24 - online exchange of student papers

In the first case, it is customary to identify corporate governance as an independent system of knowledge, that is, to consider it as a science.

In the second case, the essence of corporate governance will be determined from the position systems approach. Then it is fair to speak of it as a set of managerial relations.

In the third case, the definition of the essence of corporate governance is based on the process approach. It is a kind of managerial impact, through which the corporation represents and serves the multidirectional interests of stakeholders, while ensuring a balance between the goals of the economic and social order.

In relation to the actual practice of functioning economic systems corporate governance involves building a system of its organization.

Essence and composition of the corporate governance system

The corporate governance system is the organizational model by which a corporation represents and protects the interests of its investors and shareholders. It can also be defined as a set of principles and mechanisms for making corporate decisions and monitoring their implementation.

The CG system is based on a number of principles and rules that define the relationship between owners, hired managers and other groups of stakeholders.

It is believed that the corporate governance system should be based on universal human values, such as:

• honesty;
• transparency and openness;
• responsibility;
• dialogue with stakeholders;
• cooperation with society, etc.

Remark 1

The corporate governance system is based on the interaction and mutual reporting of stakeholders. Its main goal is to increase the corporation's profits and ensure the sustainability of its development, subject to compliance with current legislation, taking into account international standards.

In general terms, the model of the corporate governance system is shown in Figure 2.

Figure 2. Scheme of the corporate governance system. Author24 - online exchange of student papers

Figure 2 shows that the CG system is inextricably linked with the distribution of information flows and coordinating interaction between shareholders, management and the board of directors. One way or another, it is aimed at regulating the relationship between managers and owners and is designed not only to minimize agency costs, but also to ensure the consistency of the goals of all stakeholder groups in order to ensure the effective functioning of the corporation.

Ultimately, the CG system is designed to encourage participants in corporate relations to develop such company development strategies, the implementation of which can lead to an increase in business value.

Features of building corporate management systems

Building an effective CG system is a complex multi-stage process. Its main steps are:

• development of uniform principles for the work of a corporation, which may be reflected in the form of a mission, philosophy or other fundamental document;
• determining the fundamental goals of the company, as well as isolating ways to motivate its owners;
• choice organizational structure, which would be adequate to the set goals.

Building a corporate governance system is associated with a number of problems, the totality of which can be divided into two groups. The first comes down to the definition of what exactly the corporation should build, and the second to the quality of its construction.

The primary role is given to the formation of the basic parameters of the elements of the system, which should be directly related to the four blocks of corporate governance, affecting the rights of shareholders, management bodies, social responsibility of business and disclosure of information. All of them should be built in such a way as to ensure the sustainability of the development of the corporation, while minimizing the conflict of interests of the main groups of stakeholders and maximizing the satisfaction of their interests, as well as individual corporate goals, while maintaining the congruence of goals.

Most often, building a corporate governance system takes the following form (Figure 3). This nose approach is simplistic.

Figure 3. Corporate governance bodies. Author24 - online exchange of student papers

As part of a broader approach to building a corporate governance system, it also includes such elements as CG participants (at the micro and macro levels), objects and mechanisms of its impact, as well as information support for its functioning.