Which companies need corporate governance, and what exactly does it involve? How to organize it correctly? Answers to the most important questions of corporate governance are further in the article.

In this article you will read:

• Which companies need corporate governance in their enterprise?
• Who is the subject of corporate governance
• What are the principles of corporate governance?
• Are there corporate standards?
• Who exercises external and internal control in the corporate governance system

Corporate governance– this is the management of the organizational and legal design of a business, the optimization of organizational structures, the construction of intra- and intercompany relations of the company in accordance with accepted goals.

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Corporate governance in an enterprise: which companies need it?

Effective corporate governance at an enterprise mainly improves the financial performance of the enterprise, the quality of management decisions, reduces the cost of attracted capital and increases the value of the company. It is clear to investors what management concept the company adheres to, which owner it belongs to and the level of management actions.

If the company's management has competently built a corporate governance system, then investors will agree to even a lower return on invested capital. Those companies that use such a system can implement projects that competing companies are not capable of.

So, the introduction of corporate governance in a company is necessary if management:

– wants to reduce business costs;

– strives for effective, controlled, transparent management;

– carries out reorganization in order to make it practical and achieve the greatest results;

– intends to attract investments from banks, individuals and legal entities;

– came to the decision to list shares on domestic and foreign stock exchanges to increase capitalization.

There are enterprises that do not attract investment capital, but interact with banks, so corporate governance for them is a way to gain the trust of banks. Lenders need to see the level of qualifications of the company’s employees, risk assessment, and the appropriateness of the system of decisions made in the company.

A practitioner tells

Dmitry Khlebnikov

There are three ways to introduce or develop a corporate governance system in a company. The first is to use the services of consulting companies. The second is to hire employees and cope on your own. The third is a combined option, which we are going with.

Subjects of corporate governance.

There are the following types of business entities to improve the efficiency of corporate governance:

subjects of internal management;

subjects of external infrastructure that influence the present situation and development of the organization in the future.

The subjects of internal governance include the highest management bodies and officials who participate in the company’s activities, that is, these can be the general meeting of shareholders, founders, and the board of directors.

Subjects of external infrastructure that influence the position and development of the company in the future include: the state, associations of individuals influencing the company’s activities, or those individuals who depend on the company.

These two groups are important for the effective operation of the company, since any changes in the position of one of the participants may entail a change in the position of the entire company. At the same time, it is easier to influence the internal structure, since governing bodies have levers and incentives.

Principles of corporate governance

1. Justice. Here it is necessary to provide opportunities for shareholders to exercise and protect their rights in accordance with the regulations of the Russian Federation and the company’s charter on important issues.

2. Openness. Providing information to shareholders on the basis of accessibility and regularity.

3. Accountability. While the executive body, that is, the general director, manages the current work of the company, the results of activities should be considered by the highest management body of the company - the general meeting of shareholders.

4. Controllability of financial and economic activities. A system of control over the financial and economic activities of a company is needed to ensure the confidence of investors and management bodies. This control is carried out by the Board of Directors, the audit commission, and the company’s auditor. The company's auditor is approved by the general meeting to confirm the annual financial statements.

A practitioner tells

Dmitry Khlebnikov, director of the transformation management center of OJSC MMC Norilsk Nickel, Moscow

Establishing managerial and financial boundaries makes the company more transparent. The fact is that large companies practice the so-called boiler method of financing.

This is more convenient from an accounting point of view and from the point of view of allocating costs to cost items. But effective and transparent management should be based on allocating costs not by item, but by cost object. Try it - and the effect will be amazing. You will look at your business with different eyes.

Where can you get acquainted with corporate standards?

Many countries have corporate governance codes that reflect accepted standards and norms that establish and regulate corporate relations. It will be interesting to familiarize yourself with the following codes:

The London Stock Exchange's Consolidated Code provides guidelines on corporate governance for those companies wishing to list on the exchange.

Code of Corporate Conduct of the Russian Federation.

Principles of corporate governance of member countries of the Organization for Economic Cooperation and Development.

The code should be chosen taking into account the company's objectives, for example, if it is necessary to conduct an IPO in London, take into account the Combined Code of the London Stock Exchange. If you want to take part in a listing on a domestic stock exchange, you must adhere to its rules. Please note that there is no requirement that all provisions of the code be followed. However, in the event of non-compliance, it is worthwhile to publicly notify the reasons for non-compliance.

Mechanism of external (outsider) control

External or outsider control consists of:

1. Corporate legislation, which in Russia is represented by the Civil Code, the laws “On Joint Stock Companies”, “On the Securities Market”, “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market”, regulations of the Federal Securities Commission, the Ministry of Justice, etc. In those countries where outsider control predominates, the interests of shareholders are protected by law. Russian legislation protects the interests of minority shareholders more than other countries.

2. Control by the financial market, in connection with the threat (ineffective work of managers) of the takeover of the company or its transfer to the ownership of other persons, which leads to a change or replacement of the management team.

3. Control on the part of borrowers, in order to avoid the threat of bankruptcy in case of default on debt obligations due to ineffective work of managers.

5. Control by independent directors who protect the interests of shareholders and top management.

6. Comprehensive information by top managers to owners.

7. An effective system for assessing and rewarding managers.

The larger the share of shares owned by managers (threshold value - 30%), the lower the likelihood of agency conflicts and the more difficult it is to carry out a takeover.

Linking to increased profits and market value of shares by awarding them securities worth 1/3 to 2/3 of managers' salaries is one of the incentives to increase the impact of their work. This is done to provide confidence to investors who do not hold a controlling stake.

• Current assets of an enterprise: concept, management and analysis

Outsiders exercise control over the company by electing a board of directors, through which they select managers to influence decisions on important issues of the company's activities.

Despite the apparent stability of this system, riskiness prevails here.

What are the imperfections in the methods of exercising outsider control:

There is a risk of managers exerting real power if outsiders are unwilling or unable to have influence;

In an effort to maintain a high level of stock prices and a greater likelihood of their holders dumping them in the event of a fall in income, which gives management a reason for short-term projects;

There are many ways to counteract absorption.

Implementation of internal control in the corporate governance system

There are three levels of management in companies:

• a meeting of shareholders, which determines the general goals of the company;
• the board of directors, also known as the supervisory board, determines the objectives and ways to achieve them;
• managers to implement assigned tasks.

These three levels of authority are enshrined in the company's charter and in the federal law “On Joint Stock Companies.”

According to Article 48 of this regulatory act, the exclusive competence of the general meeting of shareholders includes:

introducing amendments and additions to the company’s charter or approving a new edition of the company’s charter;

reorganization of society;

liquidation of the company, appointment of a liquidation commission and approval of interim and final liquidation balance sheets;

determination of the quantitative composition of the board of directors (supervisory board) of the company, election of its members and early termination of their powers;

determination of the quantity, par value, category (type) of authorized shares and the rights granted by these shares;

increasing the authorized capital of the company by increasing the par value of a share or by placing additional shares, if the charter of the company in accordance with this Federal Law increases the authorized capital of the company by placing additional shares is not within the competence of the board of directors (supervisory board) of the company;

reducing the authorized capital of the company by reducing the par value of the shares, by acquiring a part of the shares by the company in order to reduce their total number, as well as by redeeming shares acquired or repurchased by the company;

formation of the executive body of the company, early termination of its powers, if the company’s charter does not include the resolution of these issues within the competence of the board of directors (supervisory board) of the company;

election of members of the audit commission (auditor) of the company and early termination of their powers;

approval of the company's auditor;

approval of annual reports, annual financial statements, including profit and loss statements (profit and loss accounts) of the company, as well as distribution of profits, including payment (declaration) of dividends, and losses of the company based on the results of the financial year;

determining the procedure for conducting the general meeting of shareholders;

election of members of the counting commission and early termination of their powers;

splitting and consolidation of shares;

making decisions on the approval of major transactions and interested party transactions in cases provided for by law;

acquisition by the company of outstanding shares;

making decisions on participation in holding companies, financial and industrial groups, associations and other associations of commercial organizations;

approval of internal documents regulating the activities of the company's bodies.

To run a business, managers must have authority, and to manage effectively, they must be responsible for using that authority.

Peter Druckner writes that beyond the limits of responsibility, “professional managers become enlightened tyrants, and enlightened tyrants, whether they are Platonic rulers or CEOs of companies, are neither able to govern nor sit on their throne” and it is impossible to argue with this.

The need to develop and improve corporate governance

The development of corporate governance contributes to the achievement of positive effects:

• increasing the investment attractiveness of the company;
• investments for the long term; improving performance;
• reducing costs for obtaining bank loans;
• increasing the market value of the company;
• facilitating access to capital markets;
• improving the company's image and reputation.

Investors mainly pay attention to how corporate governance is organized in Russia. They have the following goals:

conducting a comparative analysis of the fundamentals of corporate governance in companies of various industries, organizational and legal forms of ownership, scale, etc.;

understanding the specifics of the company’s activities; determining the degree of transparency of operations;

forecast and assessment of possible risks; obtaining information for final management decisions.

The introduction and application of the fundamental principles of corporate governance in the practical activities of the organization will have a direct economic effect. Improving the existing corporate governance system gives domestic business structures the opportunity to receive an additional premium to the price of their own shares, the size of which will be from 20 to 50%.

Effect of corporate governance

The amount of savings, the amount of income that optimization and transparency of management bring determine the effectiveness of the corporate governance system. However, the main indicator is the amount of funds available to potential investors to contribute to a corporately managed company.

In the US and UK, investors can pay up to 18% more for shares of companies with good corporate governance than for shares of companies with the same financial performance but poor management.

A practitioner tells

Dmitry Khlebnikov, Director of the transformation management center of OJSC MMC Norilsk Nickel, Moscow

It is impossible to calculate the direct benefits from the development of a management system; too many different factors affect the capitalization and profit of the company. How to calculate the benefits of reducing the workload of a company manager? How to measure the effect of eliminating unnecessary work and firing “functional homeless”? How to evaluate the consequences of the enthusiasm that appears in a manager when he is faced with clear and precise tasks, when he has real control levers and responsibility for results?

For example, over the past two years, the total capitalization of the Norilsk Nickel group of companies has grown by 170%, but I cannot estimate what the share of our work is in this value. During the first quarter of this year, administrative costs decreased by 5%, but it is impossible to attribute this effect only to the work of the change management center, the decisions of the company's head, or the increased efficiency of individual managers.

Our company's borrowing costs decreased by 1%. Considering the hundreds of millions of US dollars that we operate, these are huge amounts, but I don’t know how much money to attribute to our activities. We work together, and our results are common. But the fact that the management and shareholders of the largest mining and metallurgical company support the transformations we have begun speaks volumes.

Information about the author and company

Dmitry Khlebnikov, director of the transformation management center of OJSC MMC Norilsk Nickel, Moscow. The Norilsk Nickel company is the largest mining and metallurgical enterprise in Russia and one of the largest in the world. Produces copper, nickel, platinum, palladium and platinum group metals. The company's share in Russia's GDP is 1.9%, in industrial production - 2.8%. The company is a “region-forming” company for the Norilsk industrial region.

Improving corporate governance is often superficial in practice, used to promote objectives rather than as a way to implement structures and procedures that enable the corporation to gain the trust of shareholders, reduce the risk of financial crises and increase access to capital. Creating internal structures and procedures based on the principles of fairness, transparency, accountability and responsibility is the primary task that management must address in the process of corporate governance reform.

The organizational structure of corporate governance may consist, for example, in OAO Tatneft, of four blocks. The first is the corporate governance department, the main functions of which are the creation, maintenance and improvement of corporate governance; development, organization and implementation of the company’s corporate policy; preparation of proposals for the development and amendment of internal documents of the Company (Code of Corporate Conduct, Regulations on Committees of the Board of Directors), participation in their development; organization of work to unify business processes and procedures in the Company. The second block is the central securities department, the main functions of which are establishing and developing effective relations with investors, shareholders and news agencies, monitoring the domestic and international securities markets, managing the liquidity of shares and other securities, developing the company’s stock market, listing and maintaining listing on Russian and foreign trading platforms, as well as organizing work with the registrar. The third block is the legal support department, which is primarily responsible for the legal purity of the documentation of Uralsvyazinform and our subsidiaries; This includes statutes and all kinds of regulations. And finally, the fourth block is the department of public relations and interaction with government authorities. Its main function is to coordinate the information policy of society in relation to regional and Russian media and government bodies.

Without pretending to provide a complete and detailed disclosure of such a complex topic as increasing the efficiency of a corporation’s corporate governance system, let’s consider the internal mechanism of corporate governance in a joint-stock company (Fig. 7.2).

Improving corporate governance is the most important measure necessary to increase the flow of investment into all areas of the economy from both domestic and foreign investors. To do this, a mechanism is needed to improve the system for managing relations with shareholders. The main task regarding the implementation of this direction is to protect the rights of shareholders as one of the priorities of the country's socio-economic development.

Of course, protecting the rights of shareholders is the task of both government agencies and the companies themselves. In 2002, the Organization for Economic Co-operation and Development (OECD) decided to revise the Principles of Corporate Governance published in 1999. The new version of the OECD Principles was based on , published in April 2004. , Comprehensive studies of the experience of various countries in the field of corporate governance formed the basis, and many stakeholders were involved in the process of revising the document.

Rice. 7.2. - Internal mechanism of corporate governance in a joint-stock company

The OECD principles specify the minimum rights required for an investor. This list includes rights to:

1) reliable registration of ownership of shares;

2) transfer or transfer of shares;

3) timely and regular receipt of necessary and essential information about the corporation;

4) participation in general meetings of shareholders and voting at these meetings;

5) election and removal of members of the board of directors;

6) receiving a share of the corporation's profits.

In the countries of the European Union, strengthening the protection of shareholder rights has been identified as a key direction for the development of company legislation: “ Providing effective and proportionate protection for the rights of shareholders and third parties should be at the center of any company law. A strong system for protecting the rights of shareholders and third parties, allowing for a high degree of trust in business relationships,isthe main condition for ensuring the efficiency and competitiveness of business... Improving the protection of shareholder rights should be based primarily on: a) providing complete information about what rights exist and how they can be exercised,b) improving the means necessary for the effective implementation of existing rights."

Of course, “written law” alone is not enough for this. Effective enforcement mechanisms are needed. The confidence of minority shareholders increases if the legal system allows them to initiate legal or administrative proceedings against managers or board members to restore or compensate for violated rights, and if such proceedings are not associated with excessive costs and obstacles. As stated in the OECD Principles, ensuring the functioning of such a mechanism is a key responsibility of legislative and executive authorities.

An important factor influencing the level of protection of shareholders' rights is the behavior of the companies themselves. In 2002, the World Bank published the results of a study of the relationship between corporate governance, investor protection and performance of 495 companies in 25 emerging market countries. The main conclusions of the experts are as follows:

Countries with weak legal systems have lower levels of corporate governance;

The level of corporate governance in national companies depends on how significant the information asymmetries and distortions of the market environment that a particular corporation faces;

Companies listed on US stock exchanges have increased levels of corporate governance, and this dependence is especially true for companies from countries with weak legal systems;

Good corporate governance has a positive impact on the market value of companies and their performance, and this relationship is stronger in countries with weak legal systems.

Thus, the weaker the legal system in a country, the more important the state of corporate governance is for improving the functioning of companies. Conversely, the activities of companies with proper corporate governance are less dependent on the degree of development of the legal system, since their need for external mechanisms for resolving conflicts between participants in corporate relations is not too acute.

Managing relationships with shareholders (investors, stakeholders) became a separate area of ​​activity for corporate managers long before a full-fledged theory of corporate governance began to develop. It is believed that the term "investor relations" was introduced in 1953 by Ralph Coldinner, then chairman of the board of directors of the American company General Electric. In 1969, a professional association (National Institute) of investor relations managers and consultants (National Investor Relations Institute, NIRI) was created in the USA. Later, such organizations appeared in many countries: Brazil, Great Britain, Germany, Canada, Finland, France, Japan, etc., and in 1990 they merged into the International Investor Relations Federation (IIRF).

Currently, this area is experiencing a real boom: many large companies have introduced special managerial positions (investor relations officer, IRO) and appropriate units have been organized that work closely with the offices of corporate secretaries, finance and public relations departments. Web sites, which have become a mandatory attribute of modern companies, are now unthinkable without special IR sections (corresponding recommendations regarding the content of corporate sites were given to companies and regulatory authorities of the European Union in Winter's report).

Information technology plays a very important role in this development of events, and above all the Internet, which has made it possible to bring the processes of information disclosure and communication of companies and their leaders with the outside world to a qualitatively new level. It is worth dwelling on six main aspects of the use of IT systems in order to improve the interaction of corporations with current and future shareholders, creditors and other counterparties.

Firstly, holding interactive Internet forums in addition to traditional “road shows” organized in anticipation of the placement of new issues of securities. Such virtual meetings are much cheaper, save the physical effort of managers and allow the company to convince a wider circle of potential buyers of shares and bonds of the prospects of its business - not only institutional investors in large financial centers, but also individual investors in the provinces. Of course, ensuring the continuity and high level of such a forum is a completely different task compared to preparing a traditional presentation.

Secondly, online broadcasts of telephone and video conferences of senior officials and their speeches at the most important corporate, industry and other events. The use of such funds plays a special role in companies that have dispersed structures of share capital and credit resources mobilized in the form of bond issues (in other words, in corporations whose securities are owned by many small shareholders). This is important not only from the point of view of a sharp increase in the reach of the audience, but also in order to reduce the number of personal appeals from investors to governing bodies, suppress unfavorable rumors and the appearance of false information in virtual clubs and living rooms. Thus, in the first half of 2003, 83 of the 100 leading European companies organized Internet broadcasts of various corporate events, including 27 who used this method when holding the annual general meeting of shareholders. Cisco's annual conference for financial analysts attracted 500 physical participants in the United States and several thousand virtual participants in 60 countries in 2003.

Third, electronic voting at general meetings of shareholders. In the United States, voting with paper ballots is rapidly becoming a thing of the past; the greatest successes in this direction have, of course, been achieved by high-tech companies such as Dell, IBM, and Intel. The savings per shareholder voting online is about 40 cents, which is significant for corporations with millions of shareholders. The increase in the share of owners participating in making the most important corporate decisions is also important. Finally, shareholders who are able to quickly and easily vote on agenda items on the Web site may become interested in the merits of the company's products and become their customers. As Dell's head of investor relations points out, good shareholders make good clients.

Fourth, online purchase of shares and reinvestment of dividends directly on corporate websites. According to Sharebuilder Corp., direct share purchase plans are used by about half of Fortune 500 corporations. This makes it possible to increase the activity of stock trading and stimulate demand from individual, including foreign, investors. It is this category of capital owners that can provide some insurance during difficult periods when large institutional investors begin massive sales of securities in order to lock in profits and avoid losses.

Fifthly, automatic distribution of notifications, press releases, annual reports and other information by email. The average cost of preparing and distributing materials is reduced from 5-8 to 1 dollar per addressee (security owner, employee of a consulting or auditing firm, investment bank, newspaper, magazine, etc.). This argument usually produces the desired impression on investors when companies ask for their consent: they are saving their money! Typically, corporations begin to develop this area with electronic mailings to their employee shareholders, and then move on to wider use of this channel of interaction with the outside world. Thus, they get the opportunity to maintain almost constant communication with their counterparties, monitor and analyze changes in the composition of the owners of shares and bonds, and as a result, identify the most promising segments of investors and establish work with the target audience.

At sixth, placement of interactive annual reports on corporate websites. These electronic documents allow users to translate financial statements into Excel spreadsheet format, as well as navigate between different sections of reports and to other pages of corporate websites using hypertext links. In turn, companies create databases about users and the configuration of their preferences when working with reports (i.e., which sections of documents are of greatest interest to them). All of this helps IR managers better understand and meet customer needs. The translation of the financial statements of American companies into an interactive form was greatly facilitated by the fact that back in 1992, the Securities and Exchange Commission began accepting corporate reporting through the Edgar system (Electronic data gathering, analysis and retrieval - collection, analysis and reproduction of electronic data) . In 2001, this system was transferred to the Internet and became a platform for online interaction between investors, issuers and the Commission.

In the USA and many European countries there are now many companies that offer a full range of IT services for the relationships maintained by corporations with the outside world. As an example, we can point out one of the most famous American companies working in this area - Corporate Communications Broadcast Network, which in March 2004 became part of the large information technology company Thomson Corp. A business such as providing access to interactive annual reports of corporations on the Web sites of specialized firms is also developing. Thus, on the website AnnualReports.com you can get acquainted with the reports of 2,700 companies (the annual fee for such a service is $600), and subscriber corporations can translate their reports into interactive form (this service costs $1,000).

Thus, modern corporate governance is unthinkable without intensive and consistent implementation of the latest information technologies. The main condition for achieving success in this process is the maximum integration of all applied IT systems, which must be subordinated to the single goal of assisting the board of directors in ensuring effective management of the company (supervising the activities of top managers in the areas of implementing corporate strategy, implementing internal control and maintaining proper relations between corporation and its counterparties). It is important to emphasize: since this area of ​​activity develops, as a rule, by transferring the most complex functions to specialized firms (that is, through outsourcing), it is quickly turning into a separate and very promising type of business for software manufacturers, system integrators and other technology companies.

The classical theory of company management defines corporate control as a special subsystem or function of management, management activity, the task of which is the quantitative and qualitative assessment and accounting of the results of the organization's work. At the same time, its main functional direction “classics consider control over the implementation of corporate plans and budgets by the management of the company’s employees.

However, domestic corporate governance practice convinces us that, in essence, from the perspective of all elements of this formula, namely the subjects, object, technology and the nature of this type of management activity in the broad sense, this perspective significantly simplifies the essence of the problem.

The search for an effective model of corporate control, according to the authors, can be successful only if the co-owners of the executive bodies of the enterprise are ready to solve a kind of optimal problem with various values. And to be even more precise - not so much a separate task, but a collection of such tasks.

By its managerial essence, the board of directors is also a control body. Thus, the model Code of Corporate Conduct indicates its four main functions:

The Board of Directors determines the development strategy of the company and adopts the annual financial and economic plan;

The Board of Directors ensures effective control over the financial and economic activities of the company;

The Board of Directors ensures the implementation and protection of the rights of shareholders, and contributes to the resolution of corporate conflicts;

The Board of Directors ensures the effective functioning of the company's executive bodies, including through monitoring their activities.

As you can see, in two of them the control load is clearly indicated. Moreover, the missions of the designer and implementer of the company's development strategy, the defender of shareholders' rights also imply comprehensive control. First of all, the execution of decisions of the representative bodies of companies (the general meeting of shareholders and the board of directors itself) on determining the main directions of development of the company, approval of its key business plans, as well as public procedures and corporate actions directly related to the rights and legitimate interests of shareholders.

In contrast to the set of inherent tasks of the audit commission, preliminary approval of transactions, especially large transactions and interested party transactions, is the target mission of the board of directors. Using the opportunities provided by Art. 65 of the Federal Law “On Joint Stock Companies”, an increasing number of companies are omitting the “bars” for large transactions in their charters. However, the most effective application of the ideology of preliminary control is the simultaneous use of three criteria for transactions, which the collective business owner considers the most risky and in the charter refers to the additional competence of the board of directors: 1) price (introduction of a monetary limit on the price of the contract); 2) structural, (attributing to the competence of the board of directors transactions that fall under the characteristics of specific civil law structures) and 3) temporary (in this case, the principle of “cumulative total” for the totality of similar transactions works, which does not allow managers to bypass this “barrier” splitting transactions into parts and concluding them over short periods of time).

Parallel audit and other forms of control outsourcing (we will mention a special targeted management audit carried out in the relevant
cases by specialized consulting companies) are classified as optional modules of corporate control. So, if the official auditor of the company, approved by the decision of the annual general meeting of shareholders,... prepares an opinion for the annual meeting of shareholders and this is where his mission in most companies ends, then the “parallel” auditor works in the genre of periodic and unscheduled audits of the activities of a subsidiary. Unlike the institution of personal controlling (this is, as a rule, the personal adviser to the general director), in this case, control of decisions made by management is carried out in the genre of traditional a posteriori control. What is important is that the presence of an auditor, legally or actually affiliated with the parent company, as a “supervisor”, becomes an integral part of almost the daily management practice of the subsidiary.

Unlike specialized control bodies and other structures of this kind, the so-called additional control formations of a business company are not directly provided for by the texts of federal laws (control bodies and control formations are components of the institution of corporate control). However, their creation does not contradict the laws. Thus, the law assumes that companies and their owners have freedom of creativity in this field. Moreover, some documents of “recommendatory law” actively advise the use of such freedom.

Thus, the Code of Corporate Conduct of OAO TATNEFT and the practice of its application in 2003-2004. They were unanimous that the set of functions of the board of directors should include purely control goals. This allows us to consider committees and commissions of the board of directors as corporate control structures (CCS) of a special kind. Let's list the main ones control tasks:

1. Solution to the universal problem of “control of controllers”. In a corporate context, it is transformed into tasks such as:

Professional and democratic (i.e., first of all, excluding arbitrariness and at the same time transparent) selection of companies applying for the vacancy of an official auditor of a company;

Preliminary consideration, as part of the campaign for the preparation of the annual general meeting of shareholders, of the draft detailed audit report of the auditor with the possibility of opposition on problematic positions;

Coordination of the activities of all bodies and formations of the joint-stock company - the audit commission, auditor, internal audit department of the management apparatus, etc.

2. Monitoring of practices and control of the implementation of the company’s internal regulations governing the activities of its bodies in carrying out complex and particularly important corporate actions. These include the corporate governance code of the company, provisions on dividend policy, information policy, confidentiality, and interaction with subsidiaries and affiliates (for holdings).

H. Monitoring the compliance of the actual personal and socio-economic circumstances of independent directors with the established charter and local regulations with the criteria of this institution.

4. Control over the provision, in accordance with the procedure established by the charter, internal regulations and decisions of the board of directors, of information and reports of executive bodies to the board of directors of the company, as well as aperiodic self-reports of individual top managers at meetings of the board of directors.

5. Monitoring the compliance of decisions made by the company’s management bodies with the competence of these bodies established by law and the charter of the joint-stock company.

6. Additional control over the execution of non-normative (targeted) decisions of the board of directors (in addition to control by the chairman and board of directors and organizational assistance to such control by the corporate secretary of the company).

In contrast to committees, the so-called control and audit service (CAS) of the board of directors is, in the deep conviction of the authors, one of the most controversial recommendations of the Code of Conduct. Their attempts to find at least one joint-stock company where a KRS would be created under the board of directors turned out to be futile. The main reasons for the “inattention” of corporate practice to workover are as follows:

The authors of the code believe that the main form of work of the control committee is checking the operations and actions of the executive bodies and management of the company for compliance with the corporate business plan (preliminary control for operations that do not comply with it, and post-hoc control for those that do). Obviously not taking into account that in most companies there are no detailed business plans at all, and where they are approved, they most often have an operationally vague format (“control figures” and an indication in a general form of the key resources for achieving them).

In addition, cattle workers are full-time employees, even if they are part of the staff of the board of directors. And for this reason they feel a “reflexive” feeling towards them. distrust of the newly included directors on the board.

Finally, the KRS cannot audit the activities of the board of directors.

The corporate secretary is assigned a completely clear and objectively justified control mission.

Let us point out the main control tasks of the corporate secretary and his staff:

General organization and control of the implementation of various activities for the preparation and holding of the general meeting of shareholders, carried out by the management staff and specialized registrars;

Control over the receipt and consideration of complaints and proposals from shareholders sent to the board of directors and executive bodies of the company;

Monitoring compliance by the financial services of the joint-stock company with the schedule for paying dividends to shareholders, as well as the price of shares in the event of their mandatory repurchase and acquisition by the company;

Participation in monitoring the implementation of targeted decisions of the board of directors relating to the rights of shareholders

General organization and, in appropriate cases, control over the execution by the management staff of shareholders’ requests for the production of copies of company documents requested by them;

Additional control over the implementation by the management staff of companies of the schedule for issuing shares, including the exercise of the shareholders’ right to priority repurchase of shares;

Additional control over the execution by the management staff of the company of state registration of changes and additions to the company’s charter;

Additional control over the execution by company bodies of judicial acts that have entered into legal force and affect the institution of shareholder rights.

Once again, attention should be paid to the fact that shareholders of Russian OJSCs do not necessarily have to use all the control modules described above. Ultimately, significant corporate circumstances are decisive in the correct choice of the optimal structure of corporate control: strategic and tactical tasks solved by the company at this stage of its growth, the degree of trust of shareholders in top managers, the degree of diversification of the business, etc.

This is also true with regard to the correct definition by the owner of the corporation of “areas of special attention” when modeling a system of optimal corporate control. In contrast to control by managers, which, as already noted, in theory should “close” all areas of the company’s reproduction cycle, it is advisable for shareholders to focus on the main points that economically ensure their ownership rights to the business. We believe that such control objects include:

Monitoring the execution of critical business plans and budgets;

Monitoring the implementation of the charter and other leading corporate regulations (provisions and regulations);

Control of the movement of the most liquid assets that are not classified as raw materials and finished products (securities, real estate, etc.);

Control over transactions and leading personnel decisions;

Monitoring the execution of decisions of the general meeting of shareholders, the board of directors, as well as the most important decisions of the board and orders for the company.

A mechanism for coordinating the interests of shareholders with managers of joint stock companies through a complex system that includes four important elements that ensure that the interests of the owner are taken into account. Firstly, it regulates relations within the company, maintains a balance between the various interests of shareholders, the board of directors and hired managers when conflicts arise and allows them to be resolved within the framework of the existing legal framework in the country. Secondly, this is a mutual balance between the company and its environment - the state, society and the business community, since many conflicts between the state and business, which can be resolved at the level of corporate governance, result in confrontation.

Corporate governance mechanisms generally include the following elements. The central body is the board of directors, as provided by law. It is the board of directors that is called upon to protect their interests and build relationships between them and managers accordingly. Another important component of the system of balancing interests is the system for assessing the motivation of top managers. We are talking not only about material rewards and bonuses, but also about non-material incentives. As practice shows, this is a rather difficult task. With ordinary employees, it is even more or less clear how to solve it, but people who occupy leadership positions, who have developed as individuals, highly professional managers, are no longer very interested in corporate events. They are always interested in further development as professionals. They are interested in working in large companies with long-term goals and market prospects, which will lead to their professional growth and increase their own value in the labor market. Therefore, interesting, complex projects are a huge incentive for managers.

If we talk only about material compensation, we need to touch on the topic of bonus programs and bonus options. Unfortunately, due to the fact that the Russian and Ukrainian stock markets are poorly developed, exact copying of Western experience is almost impossible. It is necessary to discuss in advance and legally enshrine the “rules of the game” so that the owners have a clear idea of ​​the amount of bonuses that they are willing to transfer to managers, and the managers understand by what criteria the results of their work will be assessed.

No less important is the issue of assessing the results of the company as a whole and the work of each manager. An effective tool is the balanced scorecard because it allows you to create a comprehensive scheme with the help of which long-term business objectives are solved, both financial and non-financial indicators are taken into account, and an objective picture of the company’s performance is given.

Finally, a system of information exchange between managers and owners must be established. Many conflicts arise precisely at this level of interaction. The owner believes that this is his business, and he has delegated full authority to managers. However, from the owner’s point of view, managers do not care about the business and, roughly speaking, strive to “grab more.” Managers, constantly feeling the control of the owner, feel a certain inferiority: On the one side, responsibility for the company is entrusted to them, and with another– control levers remain in the hands of the owner. In such a situation, conflicts are inevitable. That is why it is important to build a system of information exchange, and it is corporate governance that can solve this problem.

The owners must convey, with the help of the board of directors (through regulatory documents), the company's goals, their expectations from the business, possibly certain restrictions and directions of intended development. Top managers must give an objective account of the company's day-to-day activities and the results it achieved during the reporting period so that shareholders can evaluate how well the management's actions meet their expectations and goals.

The technical part is also important - financial, legal issues, formalization of the behavior of all groups, primarily accounting and management accounting. Because now both Russian and Ukrainian companies are trying to attract Western investors, but they prefer to work according to Western accounting standards. Government bodies are also working to improve these processes and transition domestic companies to IFRS.

Also quite an important issue is the legal support for the activities of managers, in particular the provision of guarantees to managers in case of unforeseen circumstances. Often, senior managers complain about insecurity in the event of the sale of the business to another owner, who may bring in a team of new managers, or in a situation of merger (acquisition) of the company, when the manager may even be left without a job. Therefore, many managers are interested in guarantees in the form of monetary compensation.

As part of improving corporate governance mechanisms, it is worth paying attention to the company’s attitude towards the internal and external environment, which is called the “code of conduct”. This is a formal document that describes the rules of conduct between the three named market participants, establishes the “rules of the game”, regulates the work of the meeting of shareholders, the board of directors, and procedural issues, since they, as judicial practice shows, are the most common reason for going to court.

The current stage is significant in that advanced management has fully realized the complexity of human resource management. And from attempts to manage using simple technological schemes, he began to move to building complex multifaceted systems that take into account the complexity of human relations.

Gradually, an understanding begins to come that the company’s personnel live and are governed by the same laws as any other community, that when interacting with them, it is necessary to take into account its characteristics, its culture. There comes an understanding that corporate culture exists in any organization, regardless of whether they know about it or not.

From the point of view of the company's goals, culture can be positive or negative, but on the other hand, it cannot be changed in an instant; corporate culture cannot be canceled or declared, it can only be interacted with in order to gradually change or develop.

It would be a mistake to assume that corporate culture is the product of purely internal processes for a company. Any organization is part of a system of public relations. And, in addition to employees, at least society, represented by consumers of products and services, as well as the owners of the corporation, are interested in the results of its activities.

The company's work to organize the interaction of all interested parties in order to build a consistent value field is the subject of the activities of the public relations department.

Within this activity, two main and closely related areas can be distinguished: the first is interaction with the external environment (external, or corporate PR) and the second, interaction with internal departments (internal, or intracorporate PR).

The specifics of interaction with internal departments are determined by two main factors:

For employees of an organization, its activities are an integral and significant part of their own activities and therefore become significant for them. And they are the most “charged” to interact with it, the most sensitive to any of its actions;

Company employees, being the carriers and conductors of this activity, see how much what is proclaimed in the organization and what is actually done in it correspond to each other.

By comparing stated values ​​with how they are implemented, employees begin to better understand the true values ​​that characterize a given company. As a result, they draw conclusions that, for what and how done in the company. It is at this stage that either a feeling of satisfaction with one’s membership in a given organization arises or, conversely, dissatisfaction with working in it.

If an organization proclaims the value of high-tech production, then this must be accompanied by equipping workplaces with appropriate equipment, and conditions for its effective and competent operation must be created. When it comes to producing high-quality products, quality control must be ensured. If it is said that the professionalism of employees is one of the most important values ​​of the organization, then at the level of tangible actions opportunities for their professional growth and the realization of their professional abilities should be provided. It is pointless to talk about moral standards if the corresponding behavior of employees does not receive positive reinforcement, if the behavior of management discredits them.

Internal PR begins with a set of measures to understand, formulate and consolidate in documents the foundations of corporate ideology, i.e. purpose (mission) of the corporation, key goals and basic principles of its activities

Finding out the purpose of a corporation implies a detailed answer to the question: “Why does a corporation exist?” In fact, this is a definition of the circle of people interested in its activities.

The answer to the question: “Where is the corporation going?” - allows you to formulate key goals that indicate the main directions of the corporation’s activities within the framework of its mission. Directions of activity, not specific results. Unlike step goals, they point employees in the direction of finding solutions, rather than the solutions themselves. Their main task is to guide and unite, and not to achieve.

Having determined why and where the corporation is moving, it is still necessary to determine how it moves. Thus, the basic principles of activity are formulated. The principles describe the strategically priority qualities of the activity (the nature of doing business) with the help of which the corporation achieves its goals, and also describe the area of ​​its responsibility in interaction with interested groups (shareholders, employees, consumers, society). In fact, this system acts as a set of basic restrictions on activity within certain areas of activity and sets guidelines for personnel to move within the chosen direction.

At the same time, the position formed in this way becomes the most important condition for employees to competently set their own tasks. It sets a certain direction in individual activity, allows you to build individual strategies, form your own criteria of behavior, and predict the quality of certain actions. And, as a result, it is a condition for increasing employees’ sense of certainty and stability in relationships with the organization, and these are the most important factors for increasing motivation.

In order for certain corporate ideas to become part of the worldview and control human behavior, it is necessary to fulfill at least a number of conditions: first, it is necessary to present the ideas themselves; Secondly, show in one way or another examples of the implementation of these ideas in behavior; Thirdly, use mechanisms to reinforce positive behavior and mechanisms to condemn actions that discredit ideology. In the context of the targeted development of corporate culture, propaganda activities should be a constant and multifaceted process.

The minimum plan for propaganda activities in a corporation begins with familiarizing employees with a package of documents that enshrines the foundations of the basic ideology. This could be a Mission Statement”, “Declaration of Goals, Values ​​and Principles of the Company”, “Code of Corporate Ethics for Company Employees”, etc. These documents should be easily accessible to everyone. With their help, not only the task of informing employees about the company’s values ​​is solved, but also the task of legitimizing them.

The next element of this activity could be an information campaign in corporate media. One of the most important tasks of their activities should be to promote the core values ​​of organizations. It is necessary that the media not simply retell the content of ideological documents, but explain the meaning of the core values, illustrate the variety of ways of their implementation existing in the corporation, thereby showing examples and setting clear boundaries for approved and disapproved behavior in the corporation. Moreover, we should talk about both “production” and “non-production” behavior.

The most important element is also the demonstration of the behavior of corporation leaders in relation to its core values. The more active the position of managers in implementing the proclaimed values, the more clearly their positive attitude towards these values ​​is manifested, the more trust the employees develop, the more they begin to focus on these values ​​in their own activities.

In PR activities related to internal public relations, it is very important to maintain and develop old ones, as well as create new corporate traditions and develop corporate symbols.

It is no secret that traditions are the most important mechanism for the transmission of cultural experience, which includes historically established forms of activity and behavior, as well as associated values, customs, rules, etc. Actually, corporate traditions are influenced by national, regional and industry traditions, which, within the framework of the corporation’s activities, acquire their own special characteristics.

Attentive attitude to the traditions of the organization and careful work to support and develop them are the most important condition for the balanced development of the corporate culture of the organization.

A special area of ​​activity for developing relations with the internal public is reputation audit. This is an internal analytical activity, the main task of which is to assess the contribution of the company’s declared values ​​to the methods of their implementation and to develop proposals for adjusting certain impacts on the company’s corporate culture.

Both production and non-production processes currently operating in the corporation, as well as those that are just about to be implemented, should be subject to a reputation audit. In fact, any decision that may affect changes in the life of a corporation must be subjected to a reputational audit and adjusted in accordance with the main provisions of its corporate culture. At the same time, a reputation audit will allow meaningful changes to be made to the core ideology of the corporation. This area of ​​activity is an important condition for the purposeful and systematic development of the company’s corporate culture, and internal PR as an independent activity within the framework of the corporate governance system. In this case, internal PR is considered as one of the elements of corporate governance, i.e. understanding of internal PR in a narrow sense.

In a broad sense, internal PR is a management position characterized by the fact that any corporate action is viewed from the point of view of the targeted development of corporate culture. And then internal public relations activities become the background against which corporate governance is carried out. In this case, even a reputation audit turns into a permanent element of the activity of each manager, and his own behavior becomes the most effective means of promoting corporate ideology.

Reputation is an intangible asset, poorly protected from risks and failures, but opens up new opportunities and generates income. This asset, being an element of the corporation’s corporate governance mechanism, has a direct impact on the company’s market value and the ability to attract investments in financial markets.

Assessments of the opinions of top officials of companies on corporate reputation management were carried out in the West, carried out regularly, but in Russia and Ukraine it has never been carried out. 175 senior executives from Russia's leading companies - those who shape not only the image of Russian business, but also the country's economy as a whole - took part in the survey, the main results of which are presented in the article presented to your attention.

The first study of this kind involved the largest Russian companies Yukos, TNK-BP, AFK Sistema, Svyazinvest, Aeroflot, well-known companies in the consumer market: Wimm-Bill-Dann, Pyaterochka , Rosinter, Pharmacy Chain Z6.6, financial organizations and banks Troika Dialog, Alfa-Bank, Avangard, as well as Ingosstrakh. The survey participants represent companies whose total annual turnover exceeds $100 billion. USA. The majority of respondents (65%) are open or closed joint-stock companies; shares of more than 20% of the companies participating in the survey are traded on Russian and/or Western stock markets. The study was organized and conducted by communications strategy agency Tht PBN Company and market research company IRG in collaboration with leading investment bank Renaissance Capital and Russian reputation relations company Taylor Rafferty.

About 23% of survey participants claim that Russian business enjoys a good reputation, and just over one tenth consider the reputation of Russian business in the West to be positive. At the same time, 80% of the surveyed executives assessed the reputation of their own companies positively; 70% said the last two years have been successful for them in terms of achieving their business's strategic goals.

Such a sharp contrast can be explained, on the one hand, by some embellishment of the real situation in individual companies headed by market participants. On the other hand, according to respondents, the perception of Russian business in Russia and abroad is influenced by a number of subjective factors.

The survey results show that respondents are aware of the importance of reputation management as one of the most important functions of a company leader, which has a direct impact on business success. Nearly three-quarters of those surveyed agreed with the statement that reputation management “is a key component of achieving a company's strategic goals,” and nearly 90% said that reputation management is one of the core functions of a leader.

It is noteworthy that executives of leading Russian companies believe that corporate reputation has a greater impact on a company's access to external financing and its market capitalization than on profit and profitability. This opinion once again emphasizes the importance of investing in corporate reputation, primarily for those companies that pursue an active policy of attracting capital in the financial markets of Russia and the West.

Company executives recognize the need to improve corporate reputation to increase its capitalization and facilitate access to capital, but many have yet to implement effective practices for reputation management, corporate governance and business transparency. Currently, the activity of most Russian and Ukrainian companies is concentrated around establishing relationships with the media and other target audiences, as well as sponsorship and actions to improve the reputation of company managers. Less attention is paid to the strategic aspects of reputation management, such as: identifying risks to the company's reputation and developing plans to manage these risks, conducting research to measure reputation, etc.

Speaking about the company's reputation, one cannot ignore the problem of social responsibility of the company. In everyday life, there are several opinions about what social responsibility of business is, based on the fact that it is a system of social partnership between business and society, it is obvious that it is implemented through investments and business projects, which are most often aimed at protecting health and a healthy lifestyle , labor safety, personnel development, that is, on internal investments in social assets. This is one part, and the second part is environmental protection and resource conservation, support and development of the local community, development of social infrastructure. These social investments can conventionally be called external. Currently, business takes on the financing of those areas that the state has access to. But here sharp contradictions arise with the principles of company management. This diversion of funds for social programs is not entirely consistent with the desire of shareholders to obtain maximum profits. Finding the optimal balance between the interests of specific shareholders and the interests of society is the main task that company management has to solve. To prevent a particular shareholder from accusing managers of stealing his money, it is necessary to develop an action plan that takes into account the interests of society and the interests of the company, calculate how much this or that social initiative will cost and, most importantly, it is necessary to measure the effectiveness of the implemented social initiatives.

In order for companies to engage in charity and sponsorship without compromising their own efficiency and the interests of shareholders, it is necessary to integrate social initiatives into the development strategy of their own business. Only in this case can we talk about the social responsibility of business as a tool for ensuring its strategic stability and strategic security

In conclusion, it should be noted that just as there is a logic of life, there is also a logic of management and the logic of the company’s development cannot be neglected. You can use any known management tools, but they will not give any effect if they are not adequate to the stage of development of the company. Therefore, it is necessary to choose management tools depending on the stage of development of the company and financial resources and, most importantly, whether there is a need for it.

Reputation management and attracting investments: two sides of the same coin. // Magazine Company Management. -2005. -No. 01. (No. 44) -P.70

For more details see Asaul, A. N. Social responsibility as a priority of social and economic development of business // Priorities of social and economic development: collection. scientific mat. annual 43rd meeting of the St. Petersburg Scientific Councils on Economic Problems on May 12, 2005. - St. Petersburg: SPbGASE.-2005

Corporate Governance

D. A. UDALOV,

Postgraduate student of the Department of Financial Management E-mail: [email protected] All-Russian Correspondence Financial and Economic Institute

Based on a systematic analysis of the best corporate governance practices, the article describes the fundamental principles and foundations for constructing a methodology for quantitative assessment of the state of corporate governance in companies.

Key words: corporate governance, assessment, shareholder, investment, investment attractiveness, efficiency.

introduction

The main goal of improving corporate governance is to eliminate information asymmetry between shareholders and managers by adequately distributing the competence of management bodies, the rights and responsibilities of persons constituting management bodies, as well as establishing adequate responsibility. However, before improving the corporate governance system in your bank (company), it is necessary to determine not only the current state, but also the factors that influence this system.

As a result of the conducted systematic analysis of the best practices of corporate governance, it is proposed to take as a basis the attached methodological recommendations for the analysis and assessment of the state of

tions of corporate governance in companies, which describe the process of creating a quantitative assessment of corporate governance.

There is no single model of good corporate governance. At the same time, the work carried out by the author has made it possible to identify some common elements that underlie good corporate governance.

A comprehensive study of the works of foreign and domestic scientists has shown that almost all of them are focused on the problems of creating and developing corporate relations. The issues of assessing their economic efficiency have faded into the background, despite the fact that traditional methods of assessing the economic efficiency of management are practically not acceptable to corporations. Consequently, scientific research devoted to solving this complex problem is highly relevant. Only as a result of an in-depth analysis of the company’s condition can we talk about assessing corporate governance. Objectives set for the study:

Analysis of international experience in the development of corporate governance, including a comparative analysis of legislation in this area;

Identification and analysis of problems and trends in the development of a national model of corporate governance and legal regulation of specialized institutions of corporate law;

Analysis of compliance of the norms of Russian corporate law with general principles and laws

ny interests; identification of norms that impede the development of corporate relations, gaps and conflicts in legislation relating to this area; development of a criterion indicator of corporate governance (corporate governance coefficient Kk y in the company. These methodological recommendations are developed taking into account the principles of corporate governance of the OECD, the Russian Code of Corporate Conduct, the standards of the International Organization for Standardization (ISO), the Code of Professional Ethics of Russian rating agencies taking into account the recommendations of the Central Bank of the Russian Federation, methodological approaches to assessing the state of corporate governance, developed by international and Russian rating agencies.

General provisions

These guidelines establish general requirements for assessing corporate governance in companies. Methodological recommendations are an element of the system of regulatory regulation of valuation activities in the Russian Federation and should be applied taking into account the provisions of other regulatory documents.

Corporate governance is only part of the broader economic context in which firms operate, including, for example, macroeconomic policies and the level of competition in product and factor markets. The corporate governance structure also depends on the legal, regulatory and institutional environment. In addition, factors such as business ethics and a corporation's awareness of the environmental and social interests of the communities in which it operates can also affect a company's reputation and long-term success.

The self-assessment is carried out under the guidance of the board of directors (supervisory board) with the appointment of persons (preferably independent directors or members of the audit committee, if any),

those responsible for collecting and summarizing information, as well as for providing a report on the state of corporate governance to the board of directors (supervisory board). When conducting a self-assessment, information about the impact of the state of corporate governance on current activities in the structural divisions of the organization can be of great importance. Such information may be provided by the internal control function.

Organizations are recommended to assess the state of corporate governance at least once a year under the guidance of the board of directors (supervisory board).

The results of the self-assessment are reflected in the minutes of the meeting of the board of directors (supervisory board) and are drawn up in the form of a document containing the corporate governance shortcomings identified during the self-assessment, as well as planned measures to eliminate these shortcomings, indicating specific deadlines and persons responsible for taking the necessary actions.

A good corporate governance regime helps ensure that companies use their capital effectively and also ensures that a corporation effectively takes into account the interests of a wide range of stakeholders, as well as the communities in which it operates. It also promotes accountability of the company's management bodies, both to the company itself and to its shareholders. In turn, this helps to ensure that corporations act for the benefit of the whole society. A good corporate governance regime also helps maintain investor confidence - both foreign and domestic - and attract more patient, long-term capital.

These guidelines are intended for companies to develop key elements (indicators) of the state of corporate governance. Methodological recommendations can serve as a starting point for developing a generalized criterion indicator of corporate governance in companies that characterizes the quality of corporate governance and develop ways to improve it, since proper corporate governance is an important condition for attracting investments.

Investors receive a methodology based on which they can make informed and informed investment decisions, as well as assess their non-financial risks associated with corporate governance.

FINANCE AND CREDIT

basic terms and definitions

Corporate governance (behavior) is a system of principles and mechanisms of relationships between the management of a corporation, the board of directors, shareholders and other interested participants (stakeholders, trade unions, consumers, etc.), which are used to ensure compliance with the rights and legitimate interests of shareholders of a joint stock company in the process management of a joint stock company;

Good corporate governance creates the right incentives to achieve set goals for the benefit of the company and shareholders, and also promotes effective controls, thereby encouraging more efficient use of resources within the company.

The main goal of improving corporate governance is to eliminate information asymmetry between shareholders and managers by adequately distributing the competence of management bodies, the rights and responsibilities of persons constituting management bodies, as well as establishing adequate responsibility.

principles for assessing corporate governance

The corporate governance system is influenced by many factors that are of great importance for achieving success in the long term.

The basic principles of corporate governance are as follows:

The principle of differentiation (implies a clear distinction between property and the management system of this property, taking into account the rights of owners (shareholders) and their role in making management decisions);

The principle of fairness (non-discrimination). The corporate governance system must protect the rights of shareholders and ensure equal treatment of all shareholders, regardless of their share of participation (minority or majority shareholder) and location (resident or non-resident). All shareholders must have access to effective remedies if their rights are violated;

The principle of responsibility. The corporate governance system must recognize the rights of stakeholders provided for by law, promote active cooperation between joint-stock companies and stakeholders in order to create working

places, improving welfare and ensuring the financial sustainability of enterprises;

The principle of information transparency. The corporate governance system must ensure timely disclosure of reliable information on all significant issues relating to the joint-stock company, including its financial position, performance results, ownership and management structure;

The principle of accountability. The corporate governance system must ensure strategic management of the company, effective control over managers by the board of directors, as well as accountability of the board of directors to the society and its shareholders. These principles are evolutionary in nature,

and they should be reviewed in the light of significant changes in conditions. Corporations must update and adjust their corporate governance practices to meet new demands and seize emerging opportunities to remain competitive in a changing world.

Based on the listed principles, it is necessary to determine the main directions of corporate governance in the organization. They may be:

Distribution of powers, issues of competence and accountability between management bodies; organizing the effective activities of the board of directors (supervisory board) and executive bodies;

Determination and approval of the development strategy of the credit institution and control over its implementation (including the construction of effective planning systems, banking risk management and internal control);

Preventing conflicts of interest that may arise between participants (shareholders), members of the board of directors (supervisory board) and executive bodies, employees, creditors, investors, other clients and counterparties;

Defining rules and procedures to ensure compliance with the principles of professional ethics;

Determining the procedure for disclosing information about the organization (control of this issue), etc.

The principles underlying the methodology for assessing corporate governance will depend on the purposes of the assessment and should be based on the preferences of owners (investors). Exactly from

The capitalization of companies depends on them, since they are suppliers of financial resources.

As a result of the analysis of various methods, the following principles can be identified:

The principle of utility. A business has value if it can be useful to an actual or potential owner. Utility for each consumer is individual, but qualitatively and quantitatively determined in time and cost. The greater the utility, the higher the value of the evaluation coefficient;

The principle of objectivity. The assessment methodology should minimize subjectivity. The expert should not express his own opinion regarding the issue under consideration, but check and state the presence or absence of a certain fact;

The principle of using information available to an ordinary minority shareholder. Only information available to an ordinary minority shareholder is used for analysis;

The principle of country background. Market demand, business development opportunities, location of the enterprise and other factors determine alternative ways of managing an organization. When considering development alternatives, questions may arise about the effectiveness of a country's legal, regulatory, information and market infrastructure. Within the framework of this classification, external factors and their impact on the quality of corporate governance of companies should be assessed;

The principle of contribution. Corporate governance is determined by a set of coefficients (factors), i.e., the contribution of each factor to the formation of the best management standards;

The principle of independence. The assessment is carried out regardless of the desire or direct order of the company being assessed; organizations do not pay for the preparation of the rating;

The principle of correspondence. Utility, as already noted, is determined in time and space. The market takes this certainty into account, primarily through price. If the enterprise meets the market standards characteristic of a given area at a particular time, then its price will fluctuate around its average market value. If the object does not meet market requirements, then this is usually reflected through a lower price for this enterprise. The principle of compliance is associated with the effect of this pattern, according to which enterprises that do not meet market requirements in terms of production equipment

technology, level of profitability, etc., have a lower market value and price;

The principle of expectation. Each factor in the overall coefficient is determined by how much projected future benefits are currently valued, i.e., determined by its expected utility for the owner;

The principle of highest and best use. The determination of corporate governance indicators is carried out on the basis of an analysis that allows us to determine the best and most effective use of the business, providing the owner with the maximum value of the enterprise being assessed.

collection, processing and storage of information used in assessing corporate governance. assessment methodology

This methodology is applicable to various national models of corporate governance. The methodology described here is a set of criteria that should be used to guide a comprehensive study of a company's corporate governance standards. Each of the components included in the criteria is taken into account in the overall indicator of corporate governance. However, with extremely low financial transparency and information openness, a meaningful assessment of other factors related to corporate governance is not possible. Thus, insufficient transparency itself may lead to a decrease in the overall value of the integral criterion indicator of corporate governance Kk y or to the impossibility of determining it.

The sequence of corporate governance assessment is as follows:

1) collection and analysis of information on the state of corporate governance;

2) determination of key criteria indicators;

3) application of various approaches to assessment and coordination of results and construction of a corporate resulting matrix.

4) constructing a matrix of weights and calculating the value of coefficient weights;

5) calculation of the general corporate governance coefficient;

6) determining the main directions for the development of corporate governance in the organization.

Collection and analysis of information on the state of corporate governance. Depending on the sources of information and its documentary or other confirmation, the information used in assessing corporate governance is divided into:

On initial information obtained directly from accounting, primary and statistical data, as a rule, certified by the signature of the management of the company being valued and its seal;

For information received from third parties involved in the performance of work, certified by their signature and seal;

On information received from specialized organizations (for example, industry, analytical reviews, stock market reviews), as well as published in the media and the Internet;

On unconfirmed information.

Thus, at the initial stage

it is necessary to determine the minimum set of information necessary to assess the state of corporate governance in the organization.

Determination of key criteria indicators. The main key indicators of corporate governance are determined based on how well the company's corporate governance mechanism works in the interests of stakeholders, and in particular shareholders.

These indicators will reflect the level of compliance by companies with corporate governance standards adopted in a given territory. The choice of indicator must be justified by the evaluator, including the indicator must ensure the reliability of conclusions based on the results of comparison of different methodologies.

To determine key criterion indicators, it is necessary to analyze information about the business and the specifics of the enterprise’s activities, and analyze the efficiency of the enterprise at the industry level:

Determine the characteristics and dynamics of industries that have or may have an impact on business;

Identify economic factors affecting business;

Analyze information from the capital markets (for example, achievable rates of return on alternative investments, availability of stock market transactions, mergers and acquisitions, etc.);

Analyze payroll forecasts;

Analyze market infrastructure, legislative, information infrastructure, as well as regulatory documents;

Determine the basic relationships (proportions, coefficients) of industry leaders;

Identify the future competitor(s);

Determine the capacity of customers and suppliers;

Determine the impact of possible potential changes in government legislation or international conventions;

Identify and analyze other information.

In addition, it is necessary to indicate the documents that are sources of information and to retain all information and working materials that were used in developing assumptions and in calculations using various assessment methods.

After studying the listed documents, it is necessary to meet with the company’s managers and other responsible persons.

Application of various assessment approaches and coordination of results. Construction of a corporate results matrix. Often economic, medical, political, social, and management problems have several solutions. Often, when choosing one solution from many possible ones, the decision maker is guided only by intuitive ideas. As a result, decision making is uncertain, which affects its quality.

In order to provide clarity, the process of preparing a decision at all stages is accompanied by a quantitative expression of such categories as “preferability”, “importance”, “desirability”, etc.

Decision-making tasks can be considered as follows.

Let there be:

1) several alternatives of the same type (objects, actions, etc.);

2) the main criterion (main goal) for comparing alternatives;

3) several groups of factors of the same type (particular criteria, objects, actions, etc.), influencing in a known way the selection of alternatives.

Each alternative needs to be assigned a corresponding priority (number) and a rating of the alternatives is obtained. Moreover, the more preferable an alternative is according to the selected criterion, the greater its priority.

decision making is based on priority values

The method must take into account the fact that often (especially for large-scale problems) there are many solutions. As a consequence, an unsystematic decision-making process carries with it uncertainty, which affects the quality of decisions. In addition, to select the best solution, it is not always possible to build a logical chain of reasoning, when only one of two options can be chosen, and compromises are unacceptable. Therefore, a quantitative ranking (prioritization) mechanism for possible solutions is needed to provide clarity. (The ability to “be aware” of numbers is one of the important features of human thinking.) Related to this is the formulation of the decision-making problem. The method must take into account both available quantitative information and qualitative information about the preferences of the decision maker (like - dislike, better - worse, etc.), which is extremely important for economics, politics, management, and the social sphere. In this regard, a paired comparison procedure may be useful.

Very often, when analyzing the required structure, the number of elements and their relationships is so large that it exceeds the researcher’s ability to perceive the information in full. In such cases, the system must be divided into subsystems (to make it easier to understand).

Therefore, after determining the key criterion indicators, by analyzing existing ratings and approaches to assessing the condition (ka-

Table 1

an approximate approach to constructing corporate matrices

criterion indicator Factor (F) influencing the value of the criteria

K1 F 1.1 F 1.2 F 1.3

K2 F 2.1 F 2.2 F 2.3

K3 F 3.1 F 3.2 F 3.3

Decomposition of the corporate governance coefficient using the hierarchy analysis method: Kk - generalizing corporate governance coefficient, showing the quality (state) of corporate governance; K, K, K3, etc.

1P k2, k3, etc. criterion indicators of corporate governance coordination; F11, F21, Fp - a set of alternatives (factors, results obtained by various assessment methods and influencing the value of the corporate governance coefficient)

quality) of corporate governance, it is necessary to construct corporate matrices (Table 1).

Due to the fact that isolating the coefficients will require coordination of factors influencing their value, the construction of the resulting corporate matrix will be required. Since the assessment and calculation of the general indicator of corporate governance is carried out using more than one method, it is necessary to harmonize the assessment results obtained by different methodological approaches. The results are harmonized using the hierarchy analysis method (HAI) (see figure).

Within the hierarchy analysis method, there are no general rules for forming the structure of a decision-making model. This is a reflection of the real decision-making situation, since there is always a whole range of opinions for the same problem. The method allows us to take this circumstance into account by constructing an additional model to reconcile different opinions by determining their priorities. Thus, the method allows you to take into account the “human factor” when preparing a decision. This is one of the important advantages of this method over other decision-making methods.

The hierarchy analysis method is an interdisciplinary field of science. The computational procedures of the method are justified using the theory of nonnegative matrices.

The main tool for collecting data, thanks to which the method has practically no analogues when working with qualitative information, is the procedure of paired comparisons. The psychological rationale for comparison scales is based on the results of studies of stimuli and responses.

An important requirement that provides justification

The importance of using the method is the qualifications of the experts involved in creating the structure of the decision-making model, preparing data and interpreting the results, i.e. their ability to provide correct and consistent information. In many ways, the validity of a decision made using a hierarchical analysis of a problem is related to:

1) with complete consideration of the factors that determine the rating of decisions;

2) with complete consideration of the connections between the purpose of the rating, factors and possible solutions;

3) the adequacy of the formulation of criteria for paired comparisons to the goals pursued for constructing the model.

An example of constructing a model based on constructing comparison matrices based on criterion indicators is presented in Table. 2 and 3.

An example of constructing a model and the resulting matching matrix is ​​presented in Table. 4.

After constructing the comparison matrices and the resulting corporate matrix, it is necessary to construct an analytical graph and weight matrices and calculate the values ​​of the weighting coefficients. An analytical graph is a set of elements of vertices (nodes) and arcs (edges), where the vertices are criterion indicators and factors influencing these indicators in the hierarchy.

Matrix for K1

table 2

Factor for K1 F 1.1 F 1.2 F 1.„

F1.1 1 B 1.1 / B 1.2 B 1.1 / B 1.„

F1.2 B 1.2 / B 1.1 1

Ф1.„ B 1.p / B 1/1 1

Note. B11, B 12, B p - the intensity of the appearance of an element of the coefficient hierarchy.

Table 3

Matrix for K2

Factor for K2 F 2.1 F 2.2 F 2.p

F2.1 1 B 2.1 / B 2.2 B 2.1 / B 2.„

F 2.2 B 2.2 / B 2.1 1

F2.p B 2.p / B 2.1 1

Table 4

Resulting matching matrix

Criterion indicator Kk at K1 K2 Kp

K1 1 A1 / A2 A1 / A

Note. A1, A2, An - the intensity of the appearance of the hierarchy coefficient in the general system of indicators.

theoretical representation, and the edges of the graph are the connections between these indicators, taking into account the intensity of the influence of the coefficients on each other (A;. and B).

Building such a structure helps to analyze all aspects of the problem and delve deeper into the essence of the problem.

At the final stage of the analysis, a synthesis of priorities is carried out on the hierarchy, as a result of which the priorities of alternative solutions relative to the main goal are calculated. The best alternative is considered to be the one with the maximum priority value (or, in other words, the indicator with the greatest degree of influence on the general indicator of the state of corporate governance).

Constructing a matrix of weights and calculating the value of coefficient weights. The hierarchy analysis method made it possible to identify factors and indicators that influence the overall corporate governance coefficient. Now it is necessary to determine the degree of influence of each factor on the resulting coefficient. To do this, it is necessary to construct a weight matrix.

Weighting coefficient is a numerical indicator, a parameter that reflects the significance, relative importance, “weight” of a given factor or indicator in comparison with other factors influencing the process being studied.

Weighting coefficients will allow us to most fully assess the degree of influence of each factor on the general indicator of corporate governance.

To construct a weight matrix, the criteria are compared in pairs with respect to their impact on their common goal. The pairwise comparison system produces a result that can be represented as an inversely symmetric matrix.

An element of the matrix a (r, j) is the intensity of manifestation of the hierarchy element g relative to the hierarchy element j, assessed on an intensity scale from 1 to 9, where the scores have the following meaning:

1 - equal importance;

3 - moderate superiority of one over the other;

5 - significant superiority;

7 - significant superiority;

9 - very strong superiority;

2, 4, 6, 8 are intermediate values.

If, when comparing one factor g with another j, a (g, j) = B is obtained, then when comparing the second factor with the first, we obtain a (/, j) = 1/B.

Let Ф11, Ф1 be a set of n elements (factors influencing the coefficient); B11, B12, B1p - intensity of appearance of a hierarchy element; ZhF11, ZhF12, ZhF1 p - weighting coefficients showing the influence of a given factor F11, F12, etc. on the resulting coefficient. Let's build a comparison matrix by correlating the weight coefficients of ZhF11 and ZhF1 n, and calculate the values ​​of the weights of the criteria according to the principle indicated in table. 5.

To determine the final value of the weights of each factor, it is necessary to synthesize priorities, starting from the 2nd level down. Local priorities are multiplied by the priority of the corresponding criterion at a higher level and summed for each element in accordance with the criteria affected by the element.

The procedure for drawing up priorities and creating an assessment at a higher level of the hierarchy is carried out in a similar way (by decomposing each coefficient into components and decomposing Kk into components).

After this, the final approval of the results is carried out and the general corporate governance coefficient K y is determined

Calculation of the general corporate governance coefficient

To build a concept for analyzing the quality of corporate governance in a company, it is necessary to conduct a deep and comprehensive analysis of the fundamental factors influencing the value of the integral, general indicator of corporate governance. It should be noted that in the process of creating a unified model, the author found that it is impossible to build a model that adequately describes absolutely all existing methods and is suitable for all investors. Subjective factors have a strong influence on the assessment of the quality of corporate governance.

Independent assessment and objective global criteria play an important role in enabling long-term investors, managers, directors and other stakeholders to objectively assess and compare governance risks across different country contexts.

Determining the main directions for the development of corporate governance in the organization

In order to effectively implement the provisions of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” and the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies,” the board of directors (supervisory board) determines the priority areas of the company’s activities ( including for subsequent submission of them for approval by the general meeting of participants of a credit organization created in the form of a limited liability company). When discussing a development strategy, the board of directors (supervisory board) needs to consider all alternatives to strategic development, including the worst, best and most likely scenarios, as well as weigh the possible consequences of decisions made with the maximum permissible total level of risk that a credit institution can assume. organization.

The development strategy must contain quantitative and qualitative indicators that make it possible to evaluate the activities of the credit organization (its divisions and employees) and compare the results achieved in the corresponding planning period with the planned indicators.

The results and conclusions obtained after a systematic analysis of the integral indicator of corporate governance are presented in the form of a ranked matrix (for further determination

Table 5

comparisons

Factor for К Ф1.1 Ф1.2 Ф1.п Share of Xn, factor Фп in the system of local priority (eigenvector) Relative weights of factors W " Фп.п Criteria indicator

F11 1 B 1.1/B1.2 B 1l/B1.p Xm1= (1x (B 11/B12) x. x (B 1.1/B1.P)) / p W = X / yy F1.1 LF1.1/ Sum K + 1 1 Ф1 Ф1. .X X 1. 1. n .

F1.2 B1.2/B 1.1 1

Ф1.п Б1.п/Б 1.1 1 Хф1.„= ((Б1.П/Б1.1) x 1х...)) /п W= rr Фп. p ХФ1.п/ Sum Кп = WФ, 1Хфп. 1 + . + WФ, p hfp. P

Sum - - - Sum Z = 1 Z = 1

Note. Sum - the total sum of local shares (HF1 p HF12,... HF1 p).

FINANCE AND CREDIT

importance of performing certain activities at a given time).

As a result of expert assessments, the main directions of corporate governance development are socialized, appropriate conclusions are drawn, and a report on the work done is generated.

Requirements for the assessment protocol (report)

The report must comply with the requirements of Federal Law No. 135-F3 dated July 29, 1998 “On Valuation Activities in the Russian Federation” and contain:

Date(s) of assessment;

Date of preparation and serial number of the report;

A precise description of the corporate governance structure;

Basis for the assessment;

Goals and objectives of the assessment;

Quantitative expression of the quality of corporate governance;

A list of data used in the assessment, indicating the source of its receipt;

Assumptions and adjustments adopted for the assessment, as well as their justification;

Description of the activities that need to be carried out to improve the quality of corporate governance;

The sequence of determining the state of corporate governance and the final quantitative expression of the quality of corporate governance, as well as the limitations and limits of application of the obtained result;

Other information that, in the opinion of the appraiser, is essential for a complete and unambiguous interpretation of the assessment results.

This methodology for calculating the corporate governance indicator allows us to convert qualitative indicators into quantitative ones and determine the weight of each factor in the overall management system. The methodology allows you to compare different companies in their quantitative terms, and also helps to improve the corporate governance system if this assessment system is correctly applied.

This model can be used to build a corporate governance system in any company, regardless of their industry.

positions. To do this, the basic assessment procedures must be strictly followed.

At this point in time, the methodological recommendations developed by the author (based on the stated principles) for creating an effective system for assessing the state of corporate governance have been reviewed by Sberbank of Russia.

Due to the need to respect the rights of minority shareholders and their special influence on the quality indicator of corporate governance Kk. y, investment attractiveness and capitalization of companies, a Committee for interaction with minority shareholders of Sberbank of Russia was created. This made it possible to eliminate the information vacuum existing in the market between shareholders, the supervisory board and the bank’s board. VTB Bank and some other companies followed the same path. The dynamics of development of Sberbank of Russia, VTB Bank and others will depend, in particular, on the effectiveness of the work of this committee.

In conclusion, it should be noted that the presented methodological recommendations allow us to more deeply understand the role and place of various indicators in the overall corporate governance system.

Bibliography

1. Udalov D. A. Investment attractiveness as the main criterion for making an investment decision. The essence and problems of its assessment in a transition economy // Risk: resources, information, supply, competition. 2009. No. 4.

2. Udalov D. A. The place of pre-investment analysis in the process of making an investment decision. System of indicators for assessing investment attractiveness // Risk: resources, information, supply, competition. 2010. No. 1.

3. Udalov D. A. A new approach to considering the investment process. Investment-time map of the decision-making process // Finance and credit. 2010. No. 12.

4. Udalov D. A. Effective corporate governance in a competitive environment for investment resources // Risk: resources, information, supply, competition. 2010. No. 2.

5. Sharpe W. Investments. M.: Finance and Statistics. 2001. 1024 p.

Alexey Fedorov, General Director of Atlant-M Leasing Company, Moscow

In this article you will read

• Which companies need corporate governance?
• Features of corporate governance: where you can get acquainted with corporate standards
• What changes will corporate governance at the enterprise require?

Investors want to invest money only in successfully developing and predictable businesses. That's why they strive to unify corporate governance at the enterprise, which is chosen as an object for investment. Our company needs investment, so we decided to introduce international corporate governance standards. In this article, using the example of Atlant-M Leasing, I will consider the key features of corporate governance that allow us to increase the company’s profit, its value and attractiveness for serious Western investors.

Corporate governance at the enterprise: which companies need it?

Based on experience, we can say that effective corporate governance at an enterprise in most cases improves the financial performance of the enterprise, the quality of management decisions, reduces the cost of attracted capital and generally increases the value of the company. Potential investors receive a clear picture of the management principles by which the enterprise operates, who its owners are and the degree of efficiency of its operation. Investors are even willing to have a lower return on invested capital if the company has an effective corporate governance system. All this allows companies that have this system to implement projects that are inaccessible to competitors.

Thus, the introduction of corporate governance at an enterprise should first of all be considered by managers who:

• strive to reduce business costs;
• want to make enterprise management more efficient, controllable and transparent;
• carry out a reorganization of the company and strive to make it practical and effective (in the interests of the company itself, its managers, as well as employees, investors, shareholders, partners);
• want to attract investment from banks, as well as individuals and legal entities for the development of the enterprise;
• decided to list their shares on Russian or foreign stock exchanges in order to increase the company’s capitalization (conduct an IPO).

If we talk about our company, we do not attract investment capital yet; we work with banks. So for us, corporate governance is a tool for gaining trust from banks. It is important for the lender to understand how qualified our employees are, how well risks are assessed and whether the decision-making system within the company is adequate.

Investor preferences

According to a study of corporate governance practices in Russia conducted by the Russian Institute of Directors (RID), over the next three years, Western and Russian portfolio investors will invest in the following types of domestic companies:

• companies whose securities are included in the quotation lists of Russian exchanges (MICEX and RTS);
• companies that have recently had an IPO or announced plans to do so in the next year and a half;
• dynamically developing companies that are taking measures to increase their investment attractiveness;
• companies included in studies of corporate governance practices.

RID's research has revealed that over the past three years, companies in these categories have improved their performance in all parameters of investment attractiveness, but they still have a significant number of unresolved problems, the main part of which is related to the inconsistency of company management with international corporate governance standards.

Based on RID's research, it can be argued that the establishment in Russia of an effective corporate governance system that meets international standards will take about one and a half to two years.

A practitioner tells

Dmitry Khlebnikov,

Norilsk Nickel has been a public company for a long time. And we pay special attention to how the global business community perceives us and how attractive the company and its shares are to investors. The more attractive the company, the higher its capitalization and share price. The higher the share price, the more dynamically the company’s price grows, the more confidence there is in the business environment. The higher the confidence of the business community, the more options for business development. It's kind of a cumulative effect.

Our research has shown that the quality of the management system can have a significant impact on the attractiveness of shares. We drew on the views of London-based stock analysts and investment advisers - both from small companies and from major corporate investors (such as UBS and Mitsui Europe).

From the point of view of experts, the quality and transparency of the management system can significantly increase the attractiveness of shares. Undoubtedly, this is only one of many factors influencing the company's capitalization, but the expert assessment - up to 37% growth in capitalization due to the quality of the management system - is impressive.

Based on the results of this study, we developed a concept for the company's development, which provides for the introduction of management principles that are positively assessed by investors. In accordance with them, we are now reorganizing the company’s activities. For example, we introduce the “customer-contractor” principle, which assumes that any work in the company must be in demand by someone, and excludes “empty” types of activities. In particular, this principle forced us to reconsider the tasks (and goal statements) of repair services. We want the repairman to receive money not for the fact that he masters the budget (read - tinkers with stopped equipment), but for the fact that the fixed assets are in production and operate as planned. In other words, the work of repairmen is assessed not by labor costs, but by compliance with planned repair intervals. It is because the equipment operates uninterruptedly between scheduled shutdowns and repairs that repairmen should receive a salary. And they should be encouraged for increasing repair intervals and reducing repair periods. Another principle is the distinction between control and execution. It allows you to avoid unreasonable management schemes: for example, a technical control service managed by the production manager is nonsense.

Establishing managerial and financial boundaries makes the company more transparent. The fact is that large companies practice the so-called boiler method of financing. This is more convenient from the point of view of allocating costs to cost items. But effective and transparent management should be based on allocating costs not by item, but by cost object. Try it - and the effect will be amazing. You will see your business with different eyes.

Where can you get acquainted with corporate standards?

In many countries, there are so-called corporate governance codes - sets of voluntarily adopted standards and internal norms that establish and regulate corporate relations. Managers of Russian enterprises will be interested in the following codes:

1. The London Stock Exchange's Combined Code is a set of corporate governance guidelines for companies wishing to list on the exchange.
2. Code of Corporate Conduct of the Russian Federation.
3. Principles of corporate governance of member countries of the Organization for Economic Cooperation and Development.

One code or another must be chosen based on the challenges facing the company. So, if you are going to conduct an IPO in London, you need to focus on the Combined Code of the London Stock Exchange. If you plan to participate in listing on the Russian stock exchange, you need to take into account its standards. At the same time, you do not have to comply with all the provisions of the code; you only need to publicly notify the reasons for non-compliance with the rules recommended by it.

Features of corporate governanceme: what changes will be needed

Based on our experience, I can note that to implement corporate governance, the owners and the General Director will need to take the following steps:

1. Ensure transparency of the ownership structure. Potential investors should have access to certain information: the composition of the owners (including controlling shareholders), the number of shares owned by the company's directors and managers, whether the company's directors and managers have shares in other companies, as well as the holding structure.
2. Regulate the work of the board of directors. Expert analysis shows that the optimal size of the board of directors is from five to nine people (for example, our shareholders approved a board of directors consisting of seven members). It is necessary to develop rules for the functioning of the board and to include independent directors in its composition. It is unacceptable for the General Director to be also the chairman of the board of directors. In addition, it is necessary to create committees of the board of directors - they control the implementation of various functions (audit, motivation and compensation of managers, financial reporting).
3. Disclose information. The company should regularly communicate information about its performance and competitive position to stakeholders. She should be prepared to present the charter and corporate mission, information about the members of the board of directors, and the basic principles of compensation for directors and top managers. At the same time, it is important to provide broad opportunities for access to such information (in Russian and English).
4. Switch to international financial reporting standards (IFRS) and independent audit. Annual and quarterly financial statements should be prepared in accordance with international standards (US GAAP, UK GAAP or IAS). It is also necessary to conduct an annual audit, involving an independent auditor with a good reputation.
5. Implement an integrated enterprise management system (EMIS). Let me make a reservation right away that in Western companies this step does not relate to corporate governance. However, we focused on this - the board of directors of Atlant-M Leasing approved the project to implement this system.

Effect of IFRS reporting

Any bank or investor first of all looks at the reliability of the company and studies its accounting. In the fight for business transparency, the Atlant-M Leasing company began to transfer its accounting to IFRS. The fact is that when using Russian accounting standards, the actual situation in the company is distorted, especially in leasing. A simple example: in a balance sheet compiled according to Russian standards, you will not see overdue debt under leasing agreements. To prepare this information, the entire accounting department must work for a month. How can banks analyze the quality of their leasing portfolio? Rely on the company's management reports only at your own peril and risk. A report prepared in accordance with IFRS answers all questions of interested parties simply and unambiguously. Now our company already has audited financial statements according to IFRS for two years. This gives us the opportunity to negotiate with a much wider range of investors and creditors. After all, only with these documents can you start a conversation with a Western bank. It's like a company's business card. You may have excellent management, advanced technology, a huge market share, but the financial report will still be asked first. The global financial market loves it when the standards it has adopted are met; there is no escape from this.

Results of PMIS implementation

As General Director, I pay the greatest attention to the development of corporate governance to an automated enterprise management system. After all, in order to explain to an investor how decisions are made in a company, you need to clearly understand how this happens, where the information comes from, and who is responsible for a specific decision. All this is described by the internal document flow system - it is the system that is primary in relation to automated control systems.

Now the process of implementing an integrated enterprise management system (EMIS) in our company is coming to an end. What did this give?

Firstly, the likelihood of an erroneous decision due to the human factor has been significantly reduced. Secondly, an investor or lender, knowing that the company works in SAP, understands that business processes are at the level of world standards. I don’t need to tell you how everything is organized, just name the product. Thirdly, I see what is happening in the organization at any moment: at what stage each of the contracts is, what is the history of work with the counterparty, etc. In the system, all information can be presented in any aspect - sorted by managers, regions, types of property, etc. I see everything that interests me, and the same will be seen by the shareholder, creditor and investor.

A practitioner tells

Dmitry Khlebnikov, Director of the transformation management center of OJSC MMC Norilsk Nickel, Moscow

There are three ways to introduce or develop a corporate governance system in a company. The first is to use the services of consulting companies. The second is to hire employees and cope on your own. The third is a combined option, which we are going with.

MMC Norilsk Nickel has created a special unit - the “Change Management Center”, which is responsible for organizational reform. Such a structural unit does not need to be large, but it needs a very high status in the management hierarchy, since its work ends with decisions that affect the entire company and all employees. Working under the direct supervision of the company's chief executive is the key to the success of such a unit.

Naturally, we cannot employ highly qualified specialists in all areas of activity that are important to maintaining investor confidence. Therefore, we engage consultants to implement individual projects. And maintaining the methodological integrity and consistency of these projects is the task of our small unit. For example:

• the “total production optimization” project at one of our key enterprises was implemented by McKinsey;
• a motivation system and automation of human resource management for the fuel and energy division is currently being developed by IDS Scheer Russia;
• We conducted an audit of the current management system and practice of the established gold mining company using IBS;
• PAKK, IBS, IDS Scheer Russia and AksionBKG helped us describe and formalize business processes and build a model of the company’s activities.

Expert opinion

Elena Kopaneva, Deputy General Director of BDO Unicon for audit of banks, financial, investment and insurance companies, Moscow

Corporate governance at enterprises in our country is just being formed. Bringing it into line with the best examples of world practice will take more than one year. Perhaps not even one decade.

Currently, the underdevelopment of corporate culture in our country is the cause of conflicts between managers and shareholders of enterprises. Due to the “erosion” of the share of external investors, violations occur that generate tension and interfere with constructive work. There are often cases when the owners and management of a company directly or indirectly control employees who register the property rights of shareholders, do not inform shareholders about meetings or decisions regarding significant changes in the company’s activities, and refuse to provide shareholders with the opportunity to send proxies to participate in meetings and vote in absentia, etc.

Effect of corporate governance

The effectiveness of the corporate governance system is determined by the amount of savings or the amount of profit brought by optimization and transparency of management. But the main indicator is the amount of funds that potential investors intend to invest in a company with corporate management. Thus, in the US and UK, investors are willing to pay 18% more for shares of companies with effective corporate governance than for shares of companies with similar financial indicators, but less perfect management practices. In Italy the same figure reaches 22%, in Indonesia - 27%.

In an effort to attract investments and loans, we approved all the above features of corporate governance, developed a detailed schedule for their implementation, and appointed responsible persons. Some things have already been done, some we are just starting to do. However, the first results are already visible. Thus, the weighted average cost of capital of the Atlant-M Leasing company decreased by 23% over the year, and by the end of the year should decrease by another 15%. The portfolio of creditors is significantly diversified. Active work with foreign banks and investment funds begins. The next task is to build a transparent, successful company that is trusted by partners, creditors and shareholders.

A practitioner tells

Dmitry Khlebnikov, Director of the transformation management center of OJSC MMC Norilsk Nickel, Moscow

It is impossible to calculate the direct benefits from the development of a management system; too many different factors affect the capitalization and profit of the company. How to calculate the benefits of reducing the CEO's workload? How to measure the effect of eliminating unnecessary work and firing “functional homeless”? How to evaluate the consequences of the enthusiasm that appears in a manager when he is faced with clear and precise tasks, when he has real control levers and responsibility for results? For example, over the past two years, the total capitalization of the Norilsk Nickel group of companies has grown by 170%, but I cannot estimate what the share of our work is in this value. During the first quarter of this year, administrative costs decreased by 5%, but it is impossible to attribute this effect only to the work of the change management center, the decisions of the General Director, or the increased efficiency of individual managers. Our company's borrowing costs decreased by 1%. Considering the hundreds of millions of US dollars that we operate, these are huge amounts, but I don’t know how much money to attribute to our activities. We work together, and our results are common. But the fact that the management and shareholders of the largest mining and metallurgical company support the transformations we have begun speaks volumes.

Reference

Alexey Fedorov Graduated from Kazan State Technical University named after. A.N. Tupolev and the Financial Academy under the Government of the Russian Federation. From 1998 to 2000, he worked his way up from the position of financial manager to financial director of the Promkabel company (Kazan). Since 2000 he has been working in the Atlant-M holding. Since 2002 - General Director of Atlant-M Leasing.

Company "Atlant-M Leasing" was organized in 2002 within the framework of the international automobile holding Atlant-M, operating in Russia, Ukraine and Belarus. The holding is the official importer and dealer of Volkswagen, Audi, Mazda, etc. passenger cars. The company is engaged in vehicle leasing. In the rating of the largest companies in Russia by the Expert agency for 2005, it ranks 70th.

Company "Norilsk Nickel"- the largest mining and metallurgical enterprise in Russia and one of the largest in the world. Produces copper, nickel, platinum, palladium and platinum group metals. The company's share in Russia's GDP is 1.9%, in industrial production - 2.8%. The company is a “region-forming” company for the Norilsk industrial region.

CJSC "BDO Unicon" is a Russian audit and consulting company operating on the market since 1989. Member of the international audit network BDO International. According to the results of ratings of auditing and consulting groups in Russia, conducted annually by Expert magazine, BDO Unicon has consistently ranked first among national audit companies in terms of revenue from auditing and consulting services over the past ten years. The staff includes more than 1,400 specialists.

The developed methodological provisions of a strategically oriented corporate governance system made it possible to identify how the conditions for building an effective corporate governance system should be met. Coordination of interests of participants in corporate relations In order to resolve the conflict of multidirectional interests, it is necessary to find a point of contact, a common reference point for goals. And in this sense, various groups of participants in corporate relations benefit from strengthening the company’s competitive position, which in turn quantitatively reflects the increase in its value. Owners need to make decisions based on key criteria. Whether the decisions contribute to the growth of the company's value or not. At the managerial level, cost thinking means the ability to operate in categories of cash flows, creating a mechanism for assessing and monitoring the effectiveness of management activities. The Balanced Scorecard represents a system of indicators for a comprehensive assessment of the state of a business system, which allows one to identify and eliminate deviations from the stern. As a result, the main participants in corporate relations (managers and owners) are equally provided with the information necessary to justify their decisions. Strategy management focuses owners and managers not only on increasing the value of the company, but also on creating future competitive advantages. Development and formalization of norms of corporate behavior. The underdevelopment of external mechanisms of corporate governance determines the need to create a set of rules that would regulate the relationships between subjects of corporate governance not only at the macro level, but also within a specific company for any business systems, regardless of their organizational and legal form and provided an organizational decision-making mechanism.

Monitoring the level of corporate governance.

If compliance with the first two conditions is expressed in a methodological approach to the formation of a strategically oriented corporate governance system, then the condition for monitoring corporate governance requires the development of an approach to assessing the effectiveness of corporate governance.

In order to monitor the level of corporate governance in a company, it is necessary to have criteria for assessing the effectiveness of the Corporate Governance system. Research shows that the economic efficiency of corporate governance must be assessed by the financial and economic results of business activities, competitive position and prospects for the company's functioning.

The efficient financial and economic activity of the corporation, expressed in the growth of its value, is confirmation of the effectiveness of corporate governance. A constant positive value of this indicator indicates an increase in the value of the company, while a negative value indicates its decrease. A decrease indicates that more interesting projects for investment are appearing on the market, so when the indicator falls, the value of the company also decreases. However, a positive indicator in the current period can be achieved by reducing costs, such as working capital, wages, and sale of assets. As a result, the value in the next period will decrease sharply. To make a conclusion about the effectiveness of corporate governance, there is not enough information about changes in its value over one year, since this may also be a consequence of either a very low level of corporate governance in the previous year, or the accidental success of the corporation, which led to an improvement in the financial and economic position of the corporation, independent of efficiency of corporate governance. Therefore, it is necessary to consider the dynamics of the indicator. To do this, a calculation is made of the relative change in the value of the company for the year and for the entire period of time. Thus, to assess the effectiveness of the corporate governance system based on the company’s value, at the first stage, the value is calculated for all periods of time. According to the logic of the approach to assessing the effectiveness of corporate governance based on value, a high level of corporate governance should be characterized by a constant increase in the value of the corporation.

However, it is not enough to assess the effectiveness of the corporate governance system only on the basis of the dynamics of a quantitative indicator, that is, to use only a quantitative methodology for assessing the effectiveness of corporate governance based on an analysis of the corporation’s economic activities. The quality of corporate governance must also be taken into account. The mechanism by which the quality of corporate governance influences the value of a company is that poor quality of corporate governance increases the risks of investors, and therefore increases the cost of capital of the company, which acts as a discount factor when assessing its value. The level of risk inherent in a company associated with corporate governance is reflected in the discount rate. At the same time, the share of the quality of corporate governance among other factors affecting the cost of capital is relatively reduced as the risks associated with management are reduced, i.e. as the company moves towards civilized corporate relations. High-quality corporate governance streamlines all business processes occurring in the company, which contributes to the growth of turnover and profits while simultaneously reducing the amount of required capital investment. The comparative method for assessing the effectiveness of corporate governance consists of comparing its mechanisms in different business conditions. This approach is informal and allows one to compare the conditions for the development of corporate governance in different countries. In this case, they resort to an expert assessment of the development of countries' legislation in the field of corporate governance, the degree of its implementation, the development of the stock market (capitalization is compared), the bankruptcy mechanism (the degree of simplicity of the bankruptcy procedure and the frequency of its application is compared) - this is an assessment of external mechanisms of corporate governance. When assessing the internal mechanisms of corporate governance, the activities of the board of directors are assessed (the ratio of internal and external directors, the size of the board, the methodology for assessing the effectiveness of managers and other indicators, depending on the specifics of the activities of the board of directors in a particular country and the purposes of the assessment) and the construction of a remuneration system for managers. [ 38 ]

Brunswick UBS Warburg's Governance Risk Framework classifies existing and potential governance risks into eight categories and 20 subcategories, each with a clearly defined risk quotient and guidelines for its application. Each type of risk is assessed by awarding penalty points. Accordingly, the higher the rating of a corporation based on the aggregate of its scores, the greater the degree of risk and, consequently, the lower the level of corporate governance efficiency. According to the model, corporations receiving more than 35 penalty points are considered extremely risky and have that level of governance, while companies with a rating below 17 are considered relatively safe and have a high level of governance.

Thus, the approach to assessing the effectiveness of corporate governance from the point of view of its quantitative and qualitative interpretation allows us to obtain additional information about the possibilities for improving the level of corporate governance in the future. The ability to combine promising parameters of a company’s activities with the most appropriate model of corporate governance organization is becoming a critical element of competitiveness for modern Russian companies. Improving the quality of corporate governance can be considered as a main strategy by companies seeking to enter the financial market. The considered issues of improving the corporate governance system allow us to draw the following conclusions:

• - Corporate governance at the micro level has significant potential for improvement, which, in particular, lies in the use of a strategically oriented approach, the implementation of which will balance the interests of each participant in corporate relations in order to increase the company’s efficiency.
• - Methodological provisions for a strategically oriented corporate governance system have been developed, the basis of which is an effective process of making strategic decisions, and a necessary condition for functioning is effective control over the company’s management, implying the optimal distribution of powers in the process of making, implementing and evaluating operational and strategic decisions at the enterprise. The formation of a strategically oriented corporate governance system implies the active role of the board of directors in developing strategy as the main internal control mechanism, within which a balance of interests is established between interested groups.

The main strategic guideline in the proposed system is the value of the company, which primarily reflects the interests of the owner and includes the claims of various participants in corporate relations. As a cost-based rating management concept, we focus on identifying the so-called “quantitative factors” that appear to be most important in assessing credit ratings (including analysis of balance sheets, cash flows and key financial indicators), which we also try to provide to the market as much information as possible regarding the so-called quality indicators, including those related to corporate governance.

The lack of structured and transparent reporting schemes, for example, incomplete disclosure of information in the area of ​​financial schemes, is an additional risk factor for investors and others outside the management of the company. At the same time, good corporate governance helps to build confidence in the company, thereby facilitating its access to capital markets. According to Moody's experts, effective corporate governance is important primarily for the company itself and is the key to investor confidence. In particular, in the absence of organized corporate governance, potential owners of shares or debt obligations of the company may have concerns that persons with " insider information (managers or majority shareholders), can use their position to the detriment of other shareholders. In addition, in the absence of proper transparency in terms of information disclosure and reporting, the company's management may, secretly from shareholders, expose the company to unreasonable risks and worsen its financial position and reputation.

The key to the effectiveness of corporate governance and the company’s attractiveness to investors and creditors are:

• - general, legal and political culture (including taking into account the legal and fiduciary obligations of management, directors and majority shareholders;
• - reliable and well-functioning justice system; proper bankruptcy laws);
• - the presence of proper market mechanisms (including an effective system of information disclosure and the presence of mandatory reporting requirements, as well as effective mechanisms for regulating the securities market);
• - the presence of correct corporate governance structures in the company, in particular, a capable supervisory board.

At the same time, it can be very difficult for outsiders to determine whether internal corporate reforms are genuine or just an illusion. In our opinion, there is no single and simple recipe for success in building proper corporate governance, which cannot be based solely on mechanistic algorithms, since different companies have their own unique problems. Thus, it is often extremely difficult to understand how effectively corporate governance is carried out in a company.

Key aspects of corporate governance

To improve the quality of management, the following elements are very important: corporate governance competitiveness

In our opinion, a very important factor is a clear understanding of the ownership and control structure of a company that is seeking a high rating, as well as an understanding of the interests of those individuals who ultimately have control over the company and its assets. This aspect includes transparency of the ownership structure and clear visibility of potential conflicts between the interests of majority shareholders (or management) and other shareholders. In addition to identifying potential conflicts, it is necessary to understand the long-term goals and objectives set for the company by its owners, as well as their preferred ways of structuring assets and the overall strategy. Although disclosing the ownership structure is a fairly simple matter, analyzing the impact of such structure on the degree of credit risk is quite complex. For example, a company's transparent and open reporting structure, coupled with additional disclosure obligations and a large number of shareholders, adds to its attractiveness and opens up easy access to capital markets. However, companies with a different organizational or ownership structure may also be highly valued on the stock markets. There are examples of companies owned or controlled by one family (or one company) and at the same time having the highest credit of trust, which is due either to the presence of such a family (or company) of additional resources that can help out in a critical situation, or to the presence of a long-term oriented program by the owner for the development and strengthening of his company. Quality and reliability in information disclosure, including in the field of financial reporting and corporate governance When determining the credit rating of any company, Moody's, of course, requires reliable and reliable financial information, and here it should be taken into account that this aspect also characterizes the degree of openness of the company in general (i.e. in markets). Where investors do not have access to information (especially key financial indicators), they are unable to monitor management reporting. Given that we assess the ratings of companies around the world. , it seems useful to conduct a comparative analysis of the performance of various companies, as well as to study the dynamics of changes in international reporting standards, which are significant for performing credit analysis. We also strive to monitor the disclosure of information in the field of corporate governance of the company, including examining the statutory documents and internal regulations. shareholder agreements that influence control, as well as the state of affairs in the activities of the board of directors and senior management (including personal data and biographies of board members and management representatives). The issues of remuneration of persons who are members of the board of directors (including independent directors), the board of directors, the executive bodies of the company, as well as the amount of remuneration of an independent auditor are examined. [ 39 ]

Board of directors or supervisory board.

What are the advantages of a board of directors that is responsible to the company (i.e. the board of directors as such or the supervisory board) in those companies where one is organized? When answering this question, the degree of independence of directors, the professionalism of outside directors, the effectiveness of the organizational structure of the board of directors, as well as factors of interaction between the board of directors and the company's management are taken into account. Taken into account:

• - quantitative composition of the board of directors (in our opinion, too many boards of directors function less effectively);
• - leadership on the board of directors (is the chairman independent and what personal qualities does he have);
• - frequency of meetings of the board of directors;
• - the nature and methods of discussing issues at meetings (as far as we can get an idea of ​​this without being directly present at the boards of directors);
• - strategy, selection algorithms and amounts of management remuneration, as well as methods of control and monitoring of the company’s activities as a whole.

We believe that the best combination is between outside directors who have deep knowledge in certain specific areas of management, and directors who have knowledge and experience in a broader range of issues. In considering such a broad and extensive structure, we focus on the functioning of the internal audit service, which has recently become a common department in most companies and is responsible for the provision of financial reports and internal control. We also positively assess the company's independent remuneration and nomination committees.

Management structure and the possibility of transferring powers from one person to another.

Confidence in the presence of a strong management team (in particular, senior management) is a very important factor in assessing a company's rating. From a corporate governance perspective, it is necessary to gain an understanding of how responsibilities are distributed among senior management. Concern is caused by the so-called “key person risks”, which arise in cases where the well-being of a company depends on the personal qualities of one person. Credit ratings tend to improve when a company has both individual and group leadership, resulting in significantly less dependence on one person.

Turnover among senior management is also an important aspect. High turnover indicates an insufficient level of stability and can be a clear indicator of the presence of internal problems. On the other hand, there is a need for regular renewal of top management, and the board of directors should have the opportunity, if necessary, to replace persons included in the executive bodies of the company. That being said, planning ahead for leadership succession is an important issue that should not be overlooked. In this case, it is necessary to combine effective management growth and the development of a plan for its replacement (including in connection with promotion through the ranks). Particular attention should be paid to the candidacy of the CEO and president of the company (both for emergency or unforeseen replacements, and in light of long-term development policies).

Management remuneration.

Availability of compensation information is a sensitive issue that may be handled differently depending on company policy. Because managers have extensive authority and power, we pay attention to what motivational factors influence their performance. We have a positive view of the remuneration factor in light of long-term growth in performance indicators, but we are wary of option schemes, which are widespread primarily in the United States, which may shift the emphasis of interests to the area of ​​​​growth in stock prices, which is not always in the interests of bondholders. In public companies with multiple shareholders and no “major shareholder,” we take a balanced approach to compensation, which is determined by a fully independent committee of the board of directors. We also analyze what remuneration is paid to outside directors, especially when they perform functions that are significant to the company.

Audit and control.

An important area in the field of corporate governance is financial reporting monitoring and control. As discussed above, we pay close attention to the board's independent audit committee, to which external and internal auditors report. Confidence in financial reports increases if external auditors are completely independent, and for large companies the internal audit function is also very important.

In various areas of economic activity, individual indicators can become important, for example, methods for estimating oil and gas reserves for companies of the corresponding profile. In addition to financial reporting, large companies need effective control over significant and geographically dispersed operations. As already noted, in different areas of economic activity specific indicators may become important. Among other things, we evaluate the degree of compliance with the company's chosen operating principles, including the effectiveness of relevant departments, especially in companies that are exposed to dangers in terms of risks. In our research, we assess the threat of litigation, the risks posed by regulatory authorities, and the possibility and effectiveness of dialogue and compromise with such authorities.

Risk assessment and management.

Credit analysts tend to focus on both a company's risk factors and growth prospects because the most important question for potential buyers of debt securities is: What could be "wrong"?

Given our close attention to risk factors, we seek to ensure, in a sense, that senior decision makers in the company have a proper understanding of potential threats and possess the mechanisms for assessing them necessary in order to minimize (reduce) potential risks. For companies exposed to significant financial risks (including due to changes in commodity conditions or exchange rates), risk management is an even more important aspect than for other companies. Many large companies (especially those working in the field of finance) organize special departments that monitor such risks (in some cases this is done by a risk manager).

In practice, it can be very difficult to determine the corporate culture of a company, but it can have a significant impact on the risks to which the company is or may be exposed. In the corporate governance reviews we compile, we strive to show the extent to which top managers adhere to the principles of corporate culture that they themselves have approved, including whether any training or other events are conducted. This aspect is especially important for companies that are exposed to so-called reputational risks, or for companies whose assets may be misused due to abuse by managers of their position.

The role of the board of directors (BoD) in the organizational structure of commercial banks in the Republic of Kazakhstan has increased significantly. This was facilitated by two reasons: the desire of large businesses to play by generally accepted international standards, as well as the initiative of the authorized body, which wants to minimize the risks of the banking sector by improving the quality of corporate governance. However, it is very early to say that the process of activating the Board of Directors and the work of independent directors (ND) in it has become widespread. In many banks, the activities of the Board of Directors and Independent Directors are still formalized; they operate on the “divide and conquer” principle.

Existing legislation delegates important issues of managing a joint-stock company to the board of directors (all banks are joint-stock companies by law) and provides that it is this management body that exercises the overall strategic management of the organization during breaks between shareholder meetings. However, until recently, the SD did not fulfill the functions assigned to it. The control center was located in the executive body - the board of the bank, which independently developed development strategies and directly implemented them, and the activities of the board of directors consisted of compliance with the formal requirements of the law. It is no coincidence that the bank's major shareholders held high positions on the board; the controlling shareholder often personally headed the executive body. With the development of the banking sector, the situation began to change. Business began to demand a new system of decision-making, risk control, and compliance with generally accepted international standards of corporate governance. As a result, the bank's owners strengthened control over the actions of management and the bank's financial flows through strengthening the role of the board of directors. For example, business owners began to make very serious demands on the quality of the loan portfolio, namely, on reducing the share of doubtful and bad loans. One of the effective options for minimizing such loans is to stop lending to companies associated with any of the bank’s management or shareholders. As a rule, the affiliation resource allows the borrower to receive a loan on terms more favorable to himself and not to the bank. That is why the credit committee, liquidity management and audit committees in many banks include members of the board of directors.

But the main signal that the bank’s management center is gradually moving to the board of directors was the precedent of the transition of large shareholders and top managers from the bank’s board to this structure. Kazkommertsbank was one of the first to implement such a strategy several years ago, and was later repeated by ATF Bank and Tsesnabank. Although the bankers themselves do not agree that these phenomena qualify as a stable trend. Perhaps all the events coincided in time and there is no such trend or pattern, but this was the wish of the shareholders to increase their influence on the bank’s development strategy. Developing a strategy and making the most complex management decisions is the generally accepted prerogative of the board of directors, and therefore there is a trend when in a number of banks the chairmen of the board also move to the board of directors. This is due to the fact that in just three years the face of the banking sector has changed a lot, and the most experienced people should determine business prospects.

According to the law, it is the Board of Directors that determines the business development strategy in the intervals between holding general meetings of shareholders. And since directors on the board are elected by the shareholders themselves, while board members are hired by signing an employment agreement, the status of the director turns out to be much more significant. In addition, with the strengthening of the role of the board of directors, the confrontation between different groups of shareholders for influence on the board intensifies. Experts have long noticed that the one who sets the agenda for the Board of Directors meeting has control over the Board of Directors and the joint-stock company, which leads the Board of Directors meeting either to productive work or to general conversations.

But in any case, and all market experts agree with this, the informal work of the board of directors depends on the development strategy of the bank itself, and there are still many financial organizations on the market that do not need publicity. The process of strengthening the role of the board of directors is internal, experts believe, and it is proposed to use the economic added value model for business assessment. An organizational mechanism for strategically oriented corporate governance is proposed, based on a comprehensive organization of the decision-making process, as well as assessment and control of the activities of the company and its managers, meeting the requirement of an optimal combination of direct control over managers by the owners while maintaining sufficient flexibility in decision-making. An integrated approach to the analysis and assessment of management activities offers the integration of economic added value into the structure of balanced scorecards.

It has been shown that a system of proper corporate governance is useful not only for open joint-stock companies, but also limited liability companies, as well as enterprises operating in industries with medium and low growth rates, since the implementation of such a system allows optimizing business processes and preventing the occurrence of conflicts , having properly organized relations with owners, potential investors, suppliers, consumers, representatives of government bodies and public organizations.

Methods for assessing the level of corporate governance used by Moody's when conducting credit analysis. Burch Kenneth A. Executive Director - Chief Analyst for Corporate Governance of the Moody's rating agency published in the journal "Joint Stock Company: Issues of Corporate Governance"

When assessing the credit rating of any company, Moody's always pays attention to the quality level of management and management. The culture of corporate governance is taken into account, which largely characterizes the long-term history of the company's management. After the collapse of Enron in 2001, Moody's began to pay even more attention to the role of the board of directors and its participation in management (with special importance attached to the activities of the supervisory board, if one is present in the company).

In 2002, Moody's brought together a number of professionals specializing in corporate governance, accounting and finance, risk management, and risk diversification specialists who support company analytical departments in conducting research in their areas.

In parallel with big business, the Financial Supervision Agency (AFS) made its contribution to strengthening the role of the board of directors. Through a series of regulations, the agency encouraged financial organizations to more actively implement corporate governance standards. For example, the adoption of the Corporate Governance Code implies an increase in the activity of the Board of Directors in studying current and day-to-day issues of the bank’s activities. Another thing is how ready the majority of banks are to actually transfer real powers to the board of directors? The agency’s position on strengthening the role of the board of directors and independent directors in their composition is clear. After all, the quality of the banking system of the FSA is guaranteed by the issued licenses and the authorized body does not need shocks in society with problems in commercial banks. The development of the institution of independent directors today is determined by three factors. On a voluntary basis, the instrument of dependent and independent directors is used by the same largest banks. And this decision is related to the financial institution’s policy of openness. By actively funding on the open market, including the external one, banks strive to be as clear and transparent as possible for borrowers. Their principled position on the issue of transparency and the availability of ND is fully appreciated by creditors. The gap in interest rates on loans between banks that are leaders in corporate governance and banks that do not excel in corporate governance is quite significant. Of course, the size of the borrowing bank also plays an important role in determining interest, but lenders need to know that the bank has a well-established risk control procedure, decisions are made in accordance with international practice, and qualified and independent specialists sit on the board of directors.

Strengthening the positions of ND in banks is also carried out in the interests of depositors and minority shareholders. Due to the fact that large shareholders, as a rule, participate in the management of the bank, we are talking primarily about protecting the rights of minority shareholders through the institution of independent directors. Today, many large banks have a large number of minority shareholders - individuals with less than 5% of shares. The practice of banks placing their shares by subscription among a wide range of people will, over time, lead to an even greater need for ND.

Another trend towards the introduction of independent directors into business practice is determined by the fashion for IRO. In order for investors in London or Frankfurt to view a company favorably, it needs to have such persons on its board of directors.

The third factor influencing the mandatory presence of an ND is the regulatory framework, which determines that 30% of the total number of members of the board of directors must be independent directors. Since the ND institute is just being formed in Kazakhstan, the selection of directors raises a lot of questions. Who prescribes NDs and where do they get them? How is the independence of the ND ensured, etc.

According to experts, the nomination of certain individuals as independent directors also depends on the company’s strategy. If a bank is heading towards the West, it simply needs to hire foreigners known in international financial circles as independent directors. In Kazakhstan, the selection of ND is often carried out by the board of directors, in consultation with major shareholders, and, if necessary, with members of the board. It must be said that the circle of applicants is significantly narrowed due to legal requirements regarding the absence of affiliation between the ND and the joint-stock company. “The selection of independent members of the board of directors should first of all be carried out based on the personal qualities of the candidate for ND, his experience, education, and achieved successes. According to experts, the specifics of the activities of domestic banks are based on international banking standards, Basel requirements for risk accounting, corporate governance system, etc. All this makes the Kazakh banking sector understandable to foreigners, and they do not have problems with fulfilling their duties. In addition to legislation, banking circles have their own unwritten rules for ND. This must be a person well-known in the republic and financial circles, who has never worked or headed a financial institution subject to bankruptcy. And there are such people in the republic. But the FSA is unlikely to allow inviting specialists from another bank. But there are qualified practitioners who have gone into science. There are quite a lot of smart young people in science who can be recruited as research assistants. Lawyers also have their own questions regarding the ND quorum.

As for payment for ND services, due to the fact that the market for such specialists is just developing, a general practice has not yet developed in determining the structure and amount of compensation for ND activities. Different banks have different payment systems. It is believed that the main thing for an ND is its reputation, and in some banks such non-resident directors do not receive remuneration for their work. Others pay a fixed salary, while the banking community has not yet developed an understanding of how to evaluate the contribution of ND to the success of the company. Despite the fact that the institute of independent directors is young, its further development will depend on the need of banks to develop the resource base of independent directors within the country. If an ND works in a joint stock company for quite a long time, he loses his independence after a certain time. Rotation of ND is necessary so that new directors come to each stage of the company's development and assess the situation with a fresh look. And here the main incentive could be the creation of specialized organizations that would take care of searching, training and monitoring the independence of ND.