Description

Product for holding structures - management companies, holdings, structures that include subsidiaries and affiliates under the control of a single corporate center

Allows you to combine into a single technological circuit the accounting of objects and processes of corporate management of subsidiaries with a centralized accounting of these processes in the parent company

Scope - automation of information interaction between the parent company and subsidiaries and affiliates of the group of companies

It is possible to implement a solution for holding structures with centralized and decentralized corporate governance systems, adapting the solution to individual requirements and client tasks

Corporate accounting. Maintenance of registers of legal and individuals, participants in the corporate governance process. Accounting for Controlled Foreign Companies

Automation of the corporate center functionality. Maintaining a centralized register of companies of a group of companies, accounting for the essential characteristics of companies

Accounting for the preparation and conduct corporate events companies of the group of companies, agenda items and decisions taken on them, voting results, accounting of protocols and other documents

Planning of corporate events. Control over the execution of decisions made by the bodies of the parent, subsidiaries and affiliates

Accounting for management and control bodies, including terms of office of members of management and control bodies of subsidiaries and affiliates

Accounting for investment assets, acquisitions, alienation, encumbrances. Accounting for issues and redemptions of blocks of shares. Holding portfolio management. DEPO account management

Accounting for affiliates and beneficiaries. Automated formation of the structure of a group of persons, the structure of affiliated persons

Analysis of the value of net assets in order to identify the need for corporate events (according to the Federal Law "On Joint Stock Companies")

Accounting for the company's transactions, automated analysis of transactions for the need for approval on the grounds provided for by law. Analysis for interest, size, etc.

Consolidation of all reporting of subsidiaries and affiliates, control of the timing of its submission. Accounting for paper and electronic documents in the register of company documents

Automatic generation of documents and analytical reports. Ability to create specialized documents and reporting forms

Accounting and management in the corporate center of campaigns to nominate candidates for management and control bodies of subsidiaries and affiliates

Opportunities

Automate corporate governance processes in holdings with a centralized management system. Corporate governance processes are concentrated in the parent company, the responsibility of subsidiaries is the preparation of primary documents, the processing and accounting of which is carried out by specialists from a single corporate center

Implement the principles of a decentralized approach to the corporate governance system. Automation of holdings, where corporate governance functions are divided between subsidiaries and parent companies

Keep a centralized record and manage the processes of nominating candidates to the management and control bodies of subsidiaries and affiliates

Manage the process of coordinating and conducting transactions in the holding companies. Maintain transaction passports, coordinate transactions with the corporate center, analyze them for interest, size, controllability, etc.

Organize accounting and automation of the processes of movement of securities and interaction with depositories / registrars

Users

Top managers of joint-stock companies as users of the analytical modules of the product

Specialists of Corporate Governance Centers of holdings, subsidiaries and affiliates

Directors for corporate governance, corporate secretaries

Users of individual modules may be specialists of personnel, financial and legal departments of the parent company of the holding

World experience shows that the leadership of industrialized countries is ensured primarily by the growing role of science-intensive and capital-intensive industries, vertically integrated structures that include the entire production cycle from investing in R&D, creating prototypes to mass and serial production and sale. The mechanism of their functioning is based on a skillful combination of the capabilities of the internal strategic planning, market self-regulation and close interaction with various government agencies.

Let's consider three main models of formation of state corporations in such states as the USA, Russia and the European Union.

The American model of the formation of state corporations is based on the active use of market instruments. Distinctive feature This model is the separation of ownership from management: state corporations attract investment resources in the stock markets, while the owners of resources - shareholders do not directly participate in management, but delegate these powers to hired managers. The main mechanism for creating integrated structures in the United States is to conduct mergers and acquisitions with subsequent restructuring or diversification of the business. A merger or association of interests is a combination of companies, as a result of which they cease to exist, and on their basis a new company is formed, while the ownership and management of this newly created company is carried out by all parties to the transaction. A takeover or takeover of control is carried out by purchasing a controlling stake or a dominant interest in the capital, as a result of which the buyer receives the authority to manage the acquired company in order to derive economic benefits from its activities. The American model provides high investment flexibility, a quick response to changing market conditions and intensive redistribution of resources between sectors of the economy.

The Western European model is based on direct participation in the business of the state and banking structures. In Western Europe, banks are the main sources of investment resources; this specificity can be traced in almost all aspects of doing business. This highlights the high share of equity ownership in Germany in banks and other financial institutions: about two-thirds of all large firms are included in multi-level structures, headed by large banks, and the supervisory boards include representatives of state bodies.

The most important features of the formation of state corporations in Europe are social partnership and Social responsibility. State enterprises are based on property owned by the state, which transfers property on the right economic management or on the right operational management teams of these companies. In European countries, it is obligatory to include representatives of labor capital in supervisory boards; state corporations are inalienable from the state, which owns large blocks of shares, has its representatives on the board, stimulates and supports the coordination of the company in industries; formed through banks industrial groups specializing in the conduct of knowledge-intensive business,

Based on this, in the European model, the growth of capitalization cannot serve as the only indicator of a synergistic effect, the concept of efficiency is considered more broadly, taking into account economic interests various groups participants in corporate relations.

The Russian model is characterized by the dominant participation of the state in the capital and in the management of state corporations. Analyzing the organizational and legal forms, the capital structure and the governing bodies of the state corporations being created, two options for their construction can be distinguished: state holdings and state corporations.

State holdings are open joint stock companies with a controlling stake in the authorized capital and the participation of government representatives in management bodies.

State corporations are non-profit organizations established by the Russian Federation on the basis of a property contribution and created for the implementation of social, managerial or other public useful functions. Currently, for the purposes of developing science-intensive industries in the Russian Federation, the state corporations Rostekhnologii and Rosatom have been created and are being structurally formalized, and the process of creating the state corporation Rosnanotech is underway.

Distinctive features of corporate governance models in the US, Russia and the European Union are presented in Table 1.

Table 1. Characteristics of corporate governance models in the US, EU and Russia

The experience of developed countries shows that state corporations contribute to the development national economy, providing the most effective use capital and resources, advance scientific and technological progress by supporting research centers and universities, patronize the arts by sponsoring museums and organizing exhibitions.
Bibliographic list

1. Naimushin V.G. On the role of integrated corporate structures in the development of the Russian economy // Economic Bulletin of Rostov state university, 2006, Volume 4, No. 3
2. Popovich L.G., Drogovoz P.A. Organizational and economic design of integrated research and production structures in the military-industrial complex of the Russian Federation// Audit and the financial analysis, 2009, №1
3. Kashanina T.V. Corporate law// M.: NORMA-INFRA, 1999; Popovich L.G., Drogovoz P.A. Organizational and economic design of integrated research and production structures in the military-industrial complex of the Russian Federation / / Audit and financial analysis, 2009, No. 1
4. Federal Law of the Russian Federation of July 19, 2007 No. 139-FZ "On the Russian Corporation of Nanotechnologies"

Automation control - where to start?

Most managers today think about the implementation of a corporate information system in their enterprise. It is associated with hopes for a radical improvement in management. The "paper" method of management or traditional workstations that solve particular problems do not give a complete and operational picture of what is happening, and even more so do not allow planning the future either in the long term or in the near future. Some Russian enterprises with the appropriate funds wanted to quickly solve this problem and implement the best Western systems that work successfully throughout the world. But most of them failed. According to Expert magazine, a world-class consultant on one of the leading Western corporate systems recently visited Russia at the invitation of the largest audit firm, Price WaterhouseCoopers. He tried to figure out why, despite the active sales of this product on Russian market, there are almost no real implementations.

But for those Russian specialists who have been concerned about this problem for a long time, the diagnosis is not news - the reason is that the management of Russian companies lags far behind Western ones. That is why 50% of attempts to implement Western corporate systems do not reach the end, and in the remaining 50% of cases, a good result is the introduction of at least a few modules. The reason is that under the guise of introducing a Western computer system, in fact, a complete restructuring of enterprise management is being carried out. This is done, as it were, unconsciously: the staff learns the program, but in fact they are given completely different formats of behavior and management reporting. Since what is happening is not realized correctly, the efforts are not directed properly. And such a distribution of efforts is necessary, and precisely because the process of restructuring enterprise management is an order of magnitude more complicated than transferring management to computer technology.

Another trouble, but with similar reasons, happens when implementing enterprise systems Russian production or, as the authors call them, "integrated control automation systems". All of them grew out of accounting systems, a favorite object of activity for most domestic developers of economic programs. Therefore, the modules of such systems related specifically to control are something like optional add-ons that are poorly integrated into a single circuit.

The separate software products existing on the market for financial - economic analysis and planning when trying to implement them in enterprises, as it were, hang in the air. On the one hand, it is practically impossible for them to collect the necessary initial information, on the other hand, the enterprise does not have regulations for using the results obtained when making decisions. management decisions.

At the same time, Western systems, contrary to the prejudice that "they don't plan under capitalism", were originally created primarily as planning systems. (The letter "P" at the end of all Western standards of enterprise management systems - MRP, ERP, CSRP - stands for "planning" - "planning"). The accounting modules included in them, based on the data of which control and plans adjustments close the normal management cycle.

"Know-how" in the creation of computer management systems, according to the authors, consists in separating the processes of setting up and computerizing company management. The experience of implementing accounting systems is not applicable here - the state set and controlled the methodology there, the regulations were worked out at the "home-machine" level and the enterprise could act as a fairly competent customer who knows that he needs to “automate.” But, according to the figurative expression of one of the consultants, “if tax inspections, then accounting departments would have closed at 90% of enterprises, ”since it is practically impossible to use the data of Russian accounting in the contour of financial and economic management.

Thus, in order to achieve tangible results, the computerization of the enterprise must be accompanied by a radical revision of the existing management scheme.

"Management restructuring" - simple recipes

The first step on this path can be the maximum possible standardization of the business using regular management technologies. This implies, firstly, the presence of an accurate description of the control object with the fixation of all business rules and procedures existing in it in the form of documented and mandatory internal regulations. And from standardization to automation is not far away.

But how to get to such a regularized life, how to quickly resolve the contradictions and problems that exist within the enterprise and make the management process modern Russian enterprise so opaque and confusing? How to separate relatively useful procedures and documents from the "legacy" of non-market management methods that create only the appearance of management activity?

During the last two years, the BIG group has developed a special technology for regularizing the company's business. To consolidate this technology, initially, sets of special “paper” and then computer tools (orgware) were developed that support the sequence of actions for setting management for all its main components. Thus, in regular management, the technique of its formulation began to be based on a precisely described system of clear and specific steps in detail. Applying standard procedures and tools not only as the basis of management, but as a means of setting it up, Russian consultants and system integrators get a chance to immediately master the latest achievement in the field of Western management technologies - business modeling.

class programs orgware(see READ MY No. 2 this year) allow you to take the first, but perhaps the most important step - to build an organizational model of the enterprise: a detailed structural description of the company, built according to the management hierarchy and executable functions aimed at achieving certain goals. Models of this kind formed, for example, the basis of the system of international ISO standards 9000, where they make it possible to document the presence and consolidation of functions that guarantee the production of products of the required quality.

It is clear that such an organizational model can be built for at least three levels of regulations: for the company as a whole, departments and employees (Regulations on Job Responsibilities). Differences are only in the degree of detail of functions and performers. The value of such a model also lies in the fact that it simultaneously contains all the "function - executor" relationships, allowing you to adjust the "degree of resolution" of a look at the company in relation to a specific management task, that is, to implement a permanent Management Accounting functions and executive units.

Three more steps - three more models!

The next stage in business modeling is based on the functional-technological approach (management pipeline , workflow), which groups functions by processes - sequences of functions combined into technological chains or by stages of managerial decision-making (see READ MY No. 4 this year).

A very important point is that both of these approaches can be implemented in one program. Since the detailed functions or operations that make up the business processes are assigned to someone, another important step is taken simultaneously with the description of the processes - the structural model of the company is transformed into the so-called process-role model! Just at this stage, the possibility of automation arises, since traditional computer programs support the implementation of not functions, but business processes.

Business processes (see program windows in Fig. 2) have a hierarchical structure - top-level processes are a sequence of smaller processes, up to "elementary". An “elementary” business process or “operation” is a function of the lowest level of the “Core Functions” (or “Management Functions” for management processes) assigned to a specific performer. Thanks to this approach to the description of processes, the links between functions and their performers are preserved, which makes it possible to receive reports indicating “mechanisms” in the future. process execution, for example, in the IDEF0 standard.

Transformation objects for business processes can be different kinds enterprise resources: material (raw materials, materials, products), financial, information. In IDEF0 diagrams, the designations of these resources are located on the arcs of the graph. As a rule, some material (or financial) flow and the associated information flow are simultaneously described.

Among the classifiers used to describe these flows, one of the most important is the “Documents” classifier, which contains all the documents used in the main activity of the enterprise, i.e. which are input or output for the main business processes (contracts, acts, invoices, payment orders, invoices, etc.) having a hard copy, as well as documents used to set internal regulations for the actions (settings) of business processes. Documents-reports are a means of structured output of management information.

The next step is to create data models– structures of information accompanying business processes. For this, new classifiers are filled orgware, which describe the information objects of the system, which are actually a description of the database tables of the corporate information system. Each of the tables is described by its own set of "fields" classified by "types" and, if necessary, by quantitative characteristics. The information system, importing these classifiers, will accumulate the necessary information, the composition of which can be quite simply changed by reconfiguring orgware.

The levels of the business model of the company described above, which provide a complete and accurate description of the company, necessary for making and fixing decisions on the organization of its activities, are shown in Fig.1. However, for a more accurate forecasting of activities, it is possible to supplement the resulting business model with systems of quantitative modeling and analysis depicted in the same place.

How to sew a "patchwork quilt" or "step-by-step integrated automation"

Thus, correct scenario automation does not begin with the introduction of a software system, but with the establishment of regular management. In other words, the future management system is first set, where the individual components are assembled into a single whole, and their relationships are prescribed and optimized at the level of business models. If the first programs allowed to automate only accounting, then modern systems cover all functional components of management and all stages of the management cycle. To make this leap into information technology easier for companies, start with automation piece by piece.

That is, to follow the path of creating an enterprise management system from customizable standard software modules. The cost of such a system built on standard software products, an order of magnitude cheaper than monstrous "systems integrated automation". At the same time, it is possible to temporarily integrate the components that form the system with the "local" solutions existing at the enterprise - either by programmatic data conversion, or by "manual" data transfer in accordance with the developed regulations. As for the integration of the entire system in the future, the enterprise has already provided it methodically , creating a "paper" management system and prescribing all the regulations for the actions of personnel.

This approach, focused on building a complete integrated management solution by developing it in formats orgware and workflow with the consistent integration of local software components to support various management subsystems was called incremental integrated automation.

As can be seen in Scheme 3, at least three classes of software components can be distinguished in the created system, conventionally called "structuring", "executive" and "analytical". First set the rules company business, others implement these regulations in real time and on real data.

The "analytical" part of the system includes various programs of financial, economic, marketing and other special areas of analysis that use the database of the "executive" subsystem. For example, simulation models for business planning or matrix models for conducting marketing Portfolio analysis and other tools to support strategic planning.

The result is a closed integrated system that implements a standard management cycle: information collection, analysis, decision making, organization, control, regulation.

According to various estimates, after building such an automation system, 10% - 20% of hidden opportunities for improving efficiency remain unused, which can still be used in the future by switching to Western automation systems. But now, having gained experience with relatively simple solutions, enterprises are ready to switch to Western computer control systems, as they have reached the level of management that Western companies usually have when switching to these same systems.

Vyacheslav Kondratiev,

Lev Grigoriev

group BIG (Moscow - St. Petersburg)

– WHAT CHANGES IN THE CORPORATE GOVERNANCE SYSTEM WAS IMPLEMENTED IN 2016?

– In 2016, the Corporation continued to improve the corporate asset management system, developed and approved the relevant legal acts. A differentiated approach to corporate governance of holding companies has also been introduced – all holdings are divided into strategic, investment and operational models of corporate governance.

In accordance with the development vector determined in 2014, in 2016, work continued to expand the powers and increase the responsibility of the heads of the parent organizations of the holding companies for the operational and economic activities of the holding companies, to strengthen the role of boards of directors in the management of the Corporation's organizations. In particular, as a result of the revision of the limits for independently executed transactions, in 2016 the competence of the heads of holdings was expanded.

> 700

organizations,
included in the circuit
Corporation management

At the same time, issues of corporate governance, which are of paramount importance, have been and remain directive, decisions on them are made directly by the Corporation's Headquarters. These include, in particular, issues of reorganization and liquidation of the company, changes in the size of the authorized capital, election of the general director, payment of dividends, control over the implementation of the state defense order.

In addition to changes in the field of improving corporate governance, the very structure of the Corporation's assets is constantly being adjusted. Last year was no exception - the management structures of holding companies were revised, new joint ventures were created, and a number of existing production facilities were optimized.

In addition, the Corporation continues to transfer blocks of shares in key production assets as a property contribution to the Russian Federation. Special attention is paid to their operational integration into the structure and business processes of the Corporation. Thus, in 2016, the shares of 100 joint-stock companies were transferred to the ownership of the Corporation, 32 blocks of shares were contributed by the Corporation to the authorized capitals of holding companies.

It should be especially noted that we are constantly working on the study and implementation of the best domestic and foreign practices corporate governance, bringing the legal acts of the Corporation in line with changes in legislation, as well as improving the efficiency of corporate procedures and optimizing internal processes in general.

Thus, the corporate governance system of the Corporation is a constantly improving element. The balance between the implementation of systematic shareholder control and trust in the management bodies of subsidiaries is the basis of the Corporation's corporate asset management system.

– In order to achieve the goals determined by the Corporation’s Development Strategy for the period up to 2025, and to implement the decisions made in 2016 on the introduction of three business models for managing holdings, in 2017 the corporate governance system will continue to be brought into line with new models and its adaptation to strategic tasks.

In 2017, both the structure of corporate governance and the depth of the Corporation's joint-stock interaction with holding companies will change accordingly, depending on their affiliation to a particular model. In addition, special attention is paid to the comfortable and efficient integration of the assets transferred in 2016 into the existing standards and practices of the Corporation.

– Corporate legal block on permanent basis provides support for all business processes in the Corporation, provides mandatory legal expertise of projects and decisions. In addition, our division, in collaboration with officials The Corporation implements a number of strategic initiatives. These include, in particular:

• institutionalization of the target asset structure and implementation of an adapted corporate governance model in accordance with the Corporation's cluster strategies;
• improvement of procedures and mechanisms for corporate management of the Corporation's assets and assets of holding companies and direct management organizations;
• formation of a system for managing intangible assets.

– At the end of 2016, the Corporation's organizations received about 13,000 titles of protection, including patents for inventions, utility models, industrial designs, and certificates of official registration of computer programs and databases.

In 2016, a number of holding companies of the Corporation were among the first in the country to switch to a systematic organization of ensuring the legal protection of intellectual property, aimed at achieving the required levels of legal protection and patent purity of technologies as tools to conquer and preserve the main markets for the holdings' products. As part of the implementation of the pilot project, the holding companies JSC Russian Helicopters, JSC NPO High Precision Complexes, JSC Shvabe and JSC UEC were selected. In 2016, they approved patent strategies with the implementation of planned activities until 2025.

In 2017, the development and implementation of patent strategies are also planned by other holdings. Corporation organizations are constantly working to ensure legal protection results of intellectual activity.

– WHAT WORK IS CARRIED OUT ON THE LEGAL PROTECTION OF MEANS OF INDIVIDUALIZATION, INCLUDING TRADEMARKS AND THE NAME OF THE CORPORATION?

– This area of ​​work is very important for us and is under constant control. Trademarks Corporations are already registered in 20 states, registration procedures are ongoing in six more countries.

Work is regularly carried out to prevent unauthorized use of the Rostec name by other organizations. In particular, in 2016, at the initiative of the Corporation, the unauthorized use of the word “Rostec” in the corporate names of 60 organizations in Russia was stopped.

As for the trademarks of the Corporation's organizations, as of the end of 2016, more than 500 trademarks were registered, including those in foreign countries.

– The Corporation strives for maximum automation of its business processes. In terms of corporate and legal work, since 2016, the Corporation's Asset Information Base has been put into commercial operation, which makes it possible to receive all the necessary information about the Corporation's organizations in real time in a timely manner. This makes it possible to quickly make informed corporate decisions based on objective data.

In 2017, we plan to develop and implement an electronic personal account member board of directors, which will be created in conjunction with the already used Information base assets of the Corporation, as well as further development functionality Information base

Given the vast experience and potential of the Corporation’s organizations in various industries industry, the use of internal resources and cooperation is of particular importance. Thus, the Corporation's Asset Information Base was developed by one of the Corporation's organizations, the Novosibirsk Institute of Program Systems, and in terms of functionality, it is in many respects superior to existing analogues.

Another system actively used in the Corporation is the Corporation Legal Acts Information System. Now it includes the entire array of legal acts adopted by the Corporation since its inception in 2007. Today, all parent organizations of holding companies and a number of direct control organizations are connected to this system.

The Corporation has introduced a differentiated approach to corporate governance of holding companies – all holdings are divided into strategic, investment and operational models of corporate governance

– WHAT CHANGES IN THIS DIRECTION ARE PLANNED IN THE NEAR TIME?

– Obviously, the process of digitalization in the Corporation and its organizations will only gain momentum in the future. We are constantly striving to improve efficiency, minimize risks and actively use the opportunities and benefits of the digital economy. In 2017, we plan to develop and implement an electronic personal account for a member of the Board of Directors, which will be created in conjunction with the already used Information Base of the Corporation's assets, as well as further development of the functionality of the Information Base.

These innovations will reduce the time spent on searching for the necessary information, generating reports, monitoring the events that have taken place, and will also make it possible to organize the work of a member of the Board of Directors more efficiently, given the number of the Corporation's organizations and their geographical fragmentation.

- Already developed various software for lawyers, which allows receiving and processing data in real time, providing prompt access to information. The Corporation is actively using labor automation, standard templates of contractual and corporate documents have been introduced, which allows us to reduce the workload on the specialists of our unit and focus on solving complex problems. legal issues.

In the future, digitalization will minimize the technical work of a lawyer on drafting documents, at the same time allowing you to focus on solving complex legal issues and fully reveal your personal potential in the field of professional competencies.

In my opinion, qualified lawyers should not be afraid of digitalization. The thesis “lawyers will be out of work” is incorrect. Smart programs that automate the routine functions of lawyers are an inevitable trend that should be integrated into our specialty as quickly as possible. Highly qualified lawyers with flexible thinking, high-quality specialized education and versatile work experience will always remain in demand. At the same time, we all need to be ready for change, think flexibly and be able to adapt to new working conditions and an increasing pace of activity. However, this does not only apply to lawyers.

SOFTWARE FOR LAWYERS DEVELOPED THAT ALLOWS TO RECEIVE AND PROCESS DATA IN REAL TIME

THE CORPORATION ACTIVELY APPLIES LABOR AUTOMATION, INTRODUCED STANDARD TEMPLATES OF CONTRACTUAL AND CORPORATE DOCUMENTS, WHICH ALLOWS TO REDUCE THE LOAD ON OUR BLOCK SPECIALISTS AND FOCUS ON SOLVING COMPLEX LEGAL ISSUES

In the 90s of the last century, two main concepts of corporate governance were formed:

the concept of "participants";

· the concept of "value of shareholders' capital".

The concept of “participants” in the broadest interpretation of corporate governance is the accounting and protection of investors, both financial and non-financial, who contribute to activities. Non-financial investors include employees (specific skills for the corporation), suppliers (specific equipment), local and state authorities (infrastructure and taxes in the interest of the corporation).

Кopпopaции, yпpaвлeниe кoтopыми ocyщecтвляeтcя в cooтвeтcтвии c «кoнцeпциeй cтoимocти кaпитaлa aкциoнepoв», кoнцeнтpиpyютcя нa дeятeльнocти, cпocoбнoй пoвыcить cтoимocть кopпopaции (тo ecть cтoимocть кaпитaлa aкциoнepoв), и coкpaщaют мacштaбы дeятeльнocти либo пpoдaют пoдpaздeлeния, кoтopыe нe мoгyт cпocoбcтвoвaть пoвышeнию cтoимocти кoмпaнии.

To date, four models of corporate management have been formed in world practice: Anglo-American, Western European (German/German), Japanese, and the so-called transitional model, which is characteristic of countries with economies in transition.

Anglo-American model

The main features of this model were formed in the English-speaking countries: USA, Great Britain, Canada, Australia, New Zealand. The key tenet of the American model is protecting the interests of shareholders.

Business in the United States is characterized by a dispersion of share capital among a huge number of its participants. Under these conditions, control functions over the activities of corporations on the part of shareholders are largely limited.

At the same time, a minority (small) investor/shareholder can easily sell his shares in case of disagreement with the policy of the corporation's management, which is usually much more difficult for a holder of a large block of shares.

According to American law, corporations are the property of shareholders, and among the interests of a company, the interests of shareholders come first. In keeping with national traditions, managers are expected to maximize the company's value for the benefit of shareholders. That is why, according to American experts, the market value (capitalization) of a corporation is the best criterion for its effectiveness. As the wealth of shareholders grows, so does the wealth of employees.

Shareholders take part in the current affairs of the corporation by electing (at the general meeting of shareholders) the board of directors, which performs the following functions:

• control over the procedure for election and re-election of members of the board of directors and managers;
• control over the fulfillment by the corporation of its obligations;
• evaluation financial activities companies;
• ensuring compliance of the company's activities with the law.

In the American model, great importance is attached to the responsibility of managers to the board of directors, and the latter to shareholders.

Western European model

The German model is typical for the countries of Central Europe and based on the principles of social partnership. It is believed that the goals of the enterprise cannot be limited only to the interests of shareholders; all parties interested in the activities of the corporation (shareholders, managers, personnel of the corporation, suppliers and consumers of products, banks, public organizations, organs state power) have the right to participate in the decision-making process.

Such principles of corporate management are a consequence of the fact that in Germany, unlike the United States, a significant part of the share capital of an individual corporation (approximately 50% of the total share capital) is owned by other companies. Individual investors own approximately 20% of the shares (in the form of bearer certificates given to banks). A distinctive feature of the German model is the active participation of banks in the management of a corporation, since banks, unlike the American model, as a rule, are the largest shareholders of companies. Thus, we can note a greater concentration of share capital in Germany compared to the United States, in connection with which, shareholders in the German model are more interested and able to control the activities of corporations.

Japanese model

The modern Japanese model of corporate management was formed under the influence of a peculiar national culture and traditions, as well as circumstances after the Second World War. Japanese model is different social cohesion and interdependence. The main subjects of the market in Japan are financial and industrial groups - keiretsu. Because in Japanese business banks play an important role, each company seeks to establish close contacts with one of them - the "main bank" of the corporation. As a rule, the “main bank” is simultaneously a creditor bank, shareholder, and consultant.

Formally, corporate management bodies in Japan do not differ from the American model, which cannot be said about the practice of their work. In particular, due to the fact that in Japan in the socio-economic life big role informal associations play: clubs, unions, associations, trusting relationships are formed among the top management of various interacting corporations.

In Japan, the practice of intra-corporate movement of personnel is widely used, that is, the seconding of an employee to another division of the corporation to solve certain problems. This practice essentially performs the same role as informal associations - it contributes to the formation of personal relationships among managers, promotes the exchange of experience, knowledge, and information.

The main element of the Japanese management model is the lifetime recruitment system. This system covers about half of all employed employees and forms a specific business culture and attitude towards digging as if it were family. The staff has a sense of belonging to everything that the corporation does, this helps to increase the labor activity of each employee.

transitional model

This model is typical for countries with economies in transition, including Russia. Formally, this model contains all the necessary attributes, but in practice, much is not the way it should be. The main disadvantage of this model is that this model does not comply with the main principle of corporate management - the separation of ownership and control. The blurring of the functions of shareholders, managers, and the board of directors provokes the processes of “pulling the blanket over oneself”. In particular, it is typical for almost all Russian corporations that a significant share of their capital is concentrated in the hands of managers, who easily achieve the adoption of the decisions they need by representative bodies, and then put these decisions into practice through administrative means. Thus, with this model, the main role belongs not to representative, but to executive bodies, that is, management. As a result, command and control management is preserved, and corporate management is not formed.

It is obvious that such a mechanism is fundamentally different from the three models of corporate management presented above, main goal which is to control the activities of management, and not the execution of their will.

In addition, corporate governance under this model is influenced by a number of external factors which can be seen more as temporary problems or "growing pains", and which will disappear in the process of economic transformation and the formation of corporate governance practices. Among these problems are:

· sometimes inconsistent and politically driven economic policy and state regulation;

Unequal conditions of competition in commodity markets;

unformed principles of business culture.

Along with the above models of corporate governance, which reflect the socio-economic and political characteristics of individual countries, there are two models that differ in the degree of concentration of shares in the hands of shareholders: insider and outsider.

In the model insiders shares are concentrated in the hands of a relatively narrow circle of their owners, who own the main leverage internal control corporation activities. Shareholders of a corporation under this model can be financial structures, individuals, families, associations. Elements of external control in such a model are of no particular importance.

Comparative characteristics of the three considered corporate governance models are shown in Table 1.9.

Table 1.9.

Main characteristics of corporate governance models /3/

As the company develops, attracting a large number of small investors, control powers are usually transferred to a wider circle or all interested parties, as was shown when considering the American, German and Japanese models of corporate management.

Model outsiders typical for companies with significant dispersion of capital. With this model, the control of the company is carried out indirectly - from the outside (through capital markets, through mergers, bankruptcies, through the institution of independent directors), which contributes to a more dynamic development of financial markets than under the insider model. Comparative characteristics of these models is presented in Table 1.10.

Table 1.10.

Comparative characteristics of insider and outsider models of corporate governance /3/

The advantages and disadvantages of the presented models are largely determined by the peculiarities of the legislation and traditions of different countries.

1.5. Legal basis, norms and corporate governance bodies.

Corporate governance is based on a system of rules determined by:

Legislative norms of corporate governance (laws, decrees, instructions, resolutions);

the corporate governance code;

corporate management standards that describe the procedure for managing business processes, resources, personnel, information and other aspects of the functioning of companies.

The principal structure of the corporate management system is shown in Figure 1.6.

Closest in Russian legislation to the concept of “corporation” common in foreign law is the definition of “open joint stock company” (OJSC). JSC activities are regulated by Federal Law No. 208-FZ of December 26, 1995 “On Joint-Stock Companies”, subject to amendments and additions of August 7, 2001 No. 120-FZ.

Corporate governance in Russia is fully regulated by the following rules:

· Civil Code Russian Federation;

· Federal Laws “On Joint Stock Companies”, “On the Securities Market”, “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market”;

· Normative acts of the Federal Commission for the Securities Market, the Ministry of Justice of the Russian Federation, etc.

The joint-stock companies that have developed in the Russian Federation can be divided into 6 groups according to the normative sources of education (table 1.11.).

In accordance with the Federal Law "On Joint Stock Companies" joint stock company recognized commercial organization, authorized capital which is divided into a certain number of shares, certifying the mandatory rights of the company's participants (shareholders) in relation to the company.

In order for an entrepreneurial activity to become legal, it must go through the state registration procedure. State registration is an authoritative act of the competent state body, confirming the legality of the creation of an entrepreneurial entity and giving the right to carry out entrepreneurial activities. Its goal is to eliminate possible violations of the law when creating enterprises and determine the place of a new taxpayer.

Registration of companies is carried out in accordance with the Civil Code of the Russian Federation and Decree of the President of the Russian Federation dated July 8, 1994 No. "On streamlining the state registration of enterprises and entrepreneurs on the territory of the Russian Federation" and provides for the submission of the following documents:

the memorandum of association;

Protocol general meeting founders about the creation of the company;

the charter of the company;

· letter of guarantee on providing a legal address;

Documents confirming the verification of the name of the registered company for repeatability;

Completed forms according to the model (application, information about the founders);

Receipt of payment of state duty.

A joint stock company can be created by establishing a new or by reorganizing already existing legal entity.

The founders of a joint-stock company may be citizens and/or legal entities, the number of which is not limited (only in the case of a closed joint stock company, the number of founders should not exceed 50).

The basis for the reorganization of the company may be the decision of the general meeting of shareholders or, in cases prescribed by law, the decision of the authorized state bodies or the decision of the court.

The reorganization of a company can be carried out by: transformation, merger, accession, division, spin-off, liquidation.

Figure 1.6.

Table 1.11.

Normative documents regulating the formation of joint-stock companies in the Russian Federation /2/

The most important aspect of corporate management is the formation and observance of corporate law(management) based on principles of corporate management discussed in section 1.3. As a result of such activities in various countries were developed and implemented in the practice of corporate management corporate governance codes. Compliance with business culture and its international standards along with strengthening the reputation Russian companies is the most important factor for successful entrepreneurial activity and expansion reserve foreign economic activity Russia. In this regard, Russia adopted the “Code of Corporate Governance (Behavior)” with the following content:

Introduction

Chapter 1. Principles of corporate governance.

Chapter 2. General Meeting of Shareholders.

Chapter 3. Board of directors of the company.

Chapter 4. Executive bodies of the company.

Chapter 5. Corporate secretary of the company.

Chapter 6. Significant corporate actions.

Chapter 7. Disclosure of information about the company.

Chapter 8. Control over the activities of the company.

Chapter 9. Dividends.

Chapter 10. Settlement of corporate conflicts.

Based on this document, domestic corporations develop and implement their own options corporate codes management of the company, which helps to increase their rating.

The key elements of these documents are:

the responsibility of the governing bodies of the corporation;

transparency of the ownership and control structure;

protection of shareholders' rights.

Corporate governance codes are designed to streamline the behavior of the management of banks, holdings, companies, joint-stock companies and reduce investment risks for corporations and shareholders by introducing standard approaches to management and information disclosure. Compliance with the corporate governance code should facilitate the inflow of private capital, build investor confidence and control in the company.

The laws of the Russian Federation regulate the composition, functions and rules for creating the highest levels of management of a joint-stock company: the general meeting of shareholders, the board of directors (BoD) and the board.

General Meeting of Shareholders(OSA) is the highest management body of the company. It is held annually at the end of the financial year.

At the annual GMS, the Board of Directors of the company, the audit commission are elected, the auditor is approved, the annual report, balance sheet, profit and loss account of the company are considered and approved, distribution of profits and losses.

Board of Directors The (supervisory board) of the company exercises general management of the company's activities, with the exception of resolving issues related to the competence of the general meeting of shareholders.

Management of the current activities of the company is carried out governing body, which is chaired CEO(the head of the company. In addition to managing day-to-day activities, regular management bodies and managers structural divisions companies. Corporation management is built in accordance with internal documents: regulations, standards, regulations.

Thus, corporate governance - it is a set of rules, a culture, oбecпeчивaющие тaкoe yпpaвлeниe кopпopaциeй и кoнтpoль нaд нeй, пpи кoтopыx компания дeйcтвyeт cтpoгo в интepecax aкциoнepoв и дpyгиx зaинтepecoвaнныx cтopoн: coтpyдникoв, клиeнтoв, пocтaвщикoв, органов местной и государственной власти, нaceлeния близлeжaщиx нaceлeнныx пyнктoв и общества в целом.

From a company's point of view, good corporate governance consists of three elements:

· ethical bases of activity of the company, consisting in observance of interests of shareholders;

· дocтижeния дoлгocpoчныx cтpaтeгичecкиx зaдaч eгo влaдeльцeв - нaпpимep, выcoкoй пpибыльнocти в дoлгocpoчнoй пepcпeктивe, бoлee выcoкиx пoкaзaтeлeй пpибыльнocти, чeм y лидepoв pынкa, или жe пpибыльнocти, пpeвышaющeй cpeдний пoкaзaтeль пo oтpacли;

· Compliance with all legal and regulatory requirements for the company.

Except for the company's compliance with legal and regulatory requirements, to a greater extent than the authorities, control over corporate governance is exercised by the market. If the rules of good faith corporate governance are not followed, companies are threatened not fines, but damage to reputation in the capital market. This damage will lead to a decrease in the interest of investors and a fall in stock prices. In addition, this will limit the opportunities for further operations and capital investments in the company on the part of external investors, and will also damage the prospects for the issue of the company's coal miners. Therefore, in order to maintain investment attractiveness, bona fide corporations attach great importance to compliance with the rules and regulations of corporate governance.

1.6. Financial sources corporate activities.

The set of funding sources and the distribution of accents among them is individual for each company and is determined by:

the size of the company;

the nature of the activity;

Features of the sales markets for products (services);

features state regulation;

features of taxation, etc.

All sources of financing the activities of the corporation are divided into internal and external. Internal sources are the profit of the company and the proceeds from the sale of its property. To external sources include: bank loans, accounts payable, commercial credit, sale of shares and bonds, government subsidies, leasing.

Bank loans. Most companies use debt financing. The task of management is to establish a reasonable ratio between borrowed and own capital, since if the company's income level is insufficient to pay bank interest on borrowed funds, the company may go bankrupt. It is generally recommended that the return on borrowed capital exceed the company's bank interest costs by at least twice.

Accounts payable. The main elements of accounts payable are accumulated unpaid wages and accumulated unpaid taxes.

commercial loan. In the face of fierce competition, commercial credit has become one of the main tools for attracting clients. As a rule, a company, providing a loan to its clientele (consumers), simultaneously uses a loan from its suppliers.

Sale of shares and bonds. By investing in a corporation through stocks and bonds, a shareholder can pursue different goals: to earn as much as possible, while risking losing some or all of the capital, or to keep his capital with a more modest income on it. With this in mind, the share capital is usually divided into securities of different classes (table 1.12.

Table 1.12.

Characteristics of the corporation's securities /3/