Corporate structure of the organization. Corporate culture in modern business: types, levels and best examples. Options for organizing elements of the corporate structure

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

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

Corporate culture includes a number of components:

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

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

Behavior patterns (response options) in different situations(both ordinary and non-standard);

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

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

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

Ways to resolve conflicts (internal and external);

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

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

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

The corporate culture includes the following structure:

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

2. Organizational structure and system of subordination.

3. Enterprise management system.

4. Control mechanisms.

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

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

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

There are the following types of corporate culture:

1. Culture of power.

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

2. Culture of roles.

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

3. Culture of tasks.

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

4. Culture of individuals.

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

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

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

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

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

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

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

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

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

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

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

Objects of the material world;

Objects of the social world;

Social relationships;

Characteristics of objects of the material world;

Characteristics of objects of the social world;

Characteristics of social relationships.

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

The ideological basis of the organization (ideology);

Management culture of the organization (management);

Social culture of the organization (society).

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

Figure 1. Subsystems of the corporate culture of the enterprise

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

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

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

Figure 2. Subjective corporate culture of the enterprise

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

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

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

Negative sides:

1. Subjectivity of building a system of corporate culture;

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

3. Dependence of the system on one element.

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

Figure 3. Democratic corporate culture of the enterprise

Positive aspects of this corporate culture:

1. Corporate culture can combine various subjective directions;

2. The collective beginning in the corporate culture, giving synergistic effect energy gains for the organization as a whole.

Negative sides:

1. Multidirectional ideological basis of corporate culture;

2. Difficulty of change;

3. Difficulties in managing the system.

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

Figure 4. Fundamental corporate culture of the enterprise

Positive sides:

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

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

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

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

Negative sides:

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

2. Reduced flexibility in relation to the external environment.

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

Corporate culture matters for the team for the following reasons:

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

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

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

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

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

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

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

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

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

Journal "Corporate Finance Management", June 2008 (№3).

Article by the Head of the Consulting Department, Skarednov Yu.V.

The article summarizes the results of a study of corporate structures of private companies, and also shows the experience of the author's participation in restructuring projects. A systematized view of the construction options and individual elements of the corporate structure is given. The list and characteristics of the main types of companies that may be part of the corporate structure are presented.

In the context of constant changes in the economy of industries and market segments, as well as due to

growth of the companies themselves, there is a need for appropriate adaptation of structures to the ongoing changes. At the same time, the top level — the corporate one — is subject to the most significant influence, which is especially important for a business that is a group of companies. The corporate structure of a group of companies in the article is understood as a set of legal entities directly or indirectly owned by the owner (group of owners), and the system of organizational and legal relationships between them.

Among the most well-known examples of building corporate structures in Russian practice, one can single out the creation of vertically integrated oil companies(VINK), corporations in industries significant for the state (Rosatom, United Aviation Corporation, United shipbuilding corporation), one should also note the reform of the military-industrial complex. The latest large-scale corporate restructuring project is the consolidation of a number of industries within the framework of state corporation Rostekhnologii, initiated in 2007.

However, in this article we will consider the experience of building corporate structures of small and medium-sized private companies that are not so affected by political factors. The owners of such enterprises are a limited number of individuals.

General approach to building corporate culture

The development of a corporate structure project is, first of all, the search for the best option that meets strategic goals business. Therefore, it is advisable to start any restructuring project with a clear formulation and alignment of a system of strategic business goals. It defines the requirements not only for the corporate structure, but also for other areas of business organization: organizational structure, business processes, personnel, etc.

In our practice, we usually consider the corporate structure as a set of elements, the configuration of which depends on the requirements. These elements are:

• ownership system - organizational and legal relations on the basis of which the owner exercises the rights of ownership and business management;
• consolidation center or parent company (GC) - a legal entity that owns other legal entities that are part of the corporate structure of the group;
• management company (MC) - a legal entity that, on behalf of the owner, manages the legal entities that are part of the corporate structure of the group;
• operating companies - legal entities carrying out the main activities as part of the group;
• Auxiliary companies or services are legal entities that perform service functions (types of activity) solely in the interests of other companies of the group. Auxiliary companies, in particular, may include:
  • trading house (TD)— a legal entity that performs the functions of centralized promotion and marketing of products of the group companies and / or centralized procurement of raw materials and materials;
  • company assets— a legal entity that carries out the functions of owning significant assets and providing them for use to other companies of the group;
  • agency companies— legal entities performing agency functions in the interests of other companies of the group;
  • financial company— a legal entity that performs the functions of attracting financial resources and their provision to the group companies;
  • personnel center is a legal entity that performs the functions of providing personnel (outstaffing) to the companies of the group.

Decisions on the composition and configuration of the above elements make it possible to form many variants of the corporate structure, to one degree or another satisfying the requirements for it. The choice of the optimal option from all possible ones can be carried out both on the basis of a situational analysis (SWOT analysis) and by factor analysis of options.

Determination of corporate structure requirements

As noted above, the requirements for corporate structure are determined by the system of business goals. Examples of such goals include:

• expanding the range and increasing production volumes;
• entering new sales markets or increasing the share occupied in existing markets;
• acquisition of additional assets;
• implementation of the first public offerings(Initial Public Offering - IPO) or issue of bonds;
• ensuring the payment of income to business owners.

Accordingly, the following requirements may be imposed on the corporate structure:

• protection of the owners' property rights to their assets;
• ensuring the confidentiality of information about business owners;
• investment attractiveness of the business or its individual parts;
• ensuring the optimal distribution of financial resources for business development;
• security effective management business;
• optimization of taxation of activities;
• optimization of taxation of income received by business owners.

It should be noted that in the context of strengthening tax administration and control and, accordingly, increasing risks associated with the use of certain optimization schemes, there is currently a tendency to build corporate structures that provide an optimal balance between the level of taxation and tax risks.

Another significant direction in the development of corporate construction is associated with the release of medium and small companies to financial markets, IPO and issuance of bonds. Such companies, as a rule, belong to the third echelon of investment attractiveness, therefore, in order to ensure successful attraction of financial resources, they are faced with the task of building a transparent corporate governance and reporting system, the solution of which is based on a corporate structure scheme.

Measures related to the creation of a new type of structure also provide protection against raiding, the problem of which is exacerbated when the business grows and becomes more attractive.

In all these cases, when the need for restructuring is manifested to the greatest extent, the corporate structure in without fail there are requirements to ensure the protection of property rights, manageability and business development.

Options for organizing elements of the corporate structure

In the existing corporate structures, one can single out such elements as the ownership system, the consolidation center (GC), the management company, the totality of operating and service companies. Analysis of the structure by these elements makes it possible to consistently assess compliance with the requirements for it and make the necessary structural decisions.

Organization of the ownership system

In the Russian practice of building corporate structures, the following options for organizing the ownership system have been formed (see Fig. 1):

1. direct business ownership in Russia;
2. possession Russian business through a foreign company;
3. ownership of Russian business through a foreign company and trust.

We do not consider the case without the formation of an owner company (holding), when the owner (owners) directly owns the shares (stakes) of all group companies.

Direct business ownership in Russian Federation(see Fig. 1a) is distinguished by a simple and transparent corporate governance system, which makes it possible to ensure high investment attractiveness and business liquidity. However, such a system of ownership is vulnerable to the protection of property, and also does not allow, if necessary, to provide protection of information about the owners.

The organization of an owner company abroad makes it possible to increase the degree of asset protection (see Fig. 1b). The most popular for the location of holdings among the top management of Russian enterprises are such jurisdictions as Cyprus and the British Virgin Islands, which are classified as offshore. Previously, such jurisdictions also allowed

close access to information about the ultimate owners-beneficiaries ( Beneficiary - the person to whom the cash payment is intended; recipient of money, benefits, profits, income. In trust transactions, the person in whose favor the trust management his property.), but recently there have been changes in the legislation of these countries that exclude such a possibility (in particular, the rejection of the institution of bearer shares).

In general, we can say that the offshore time is passing: the laws of the EU countries regarding the placement holding companies become more and more close to the laws of offshore states. In particular, the EU Parent-Subsidiary and Merger Directives provide significant tax incentives for dividends and capital. On the other hand, many offshore companies bring their legislation in line with European standards. Other offshore companies are becoming an object of close attention of both foreign and Russian tax and other regulatory authorities, and are also sources of increased reputational risks and reduce the investment attractiveness of a business.

Under these conditions, in order to ensure maximum protection of property rights and optimize taxation, it is advisable to choose a jurisdiction to locate the owner company, taking into account the following requirements:

• lack of jurisdiction in the "black lists" of Russian and foreign supervisory authorities;
• the existence of an agreement on the elimination of double taxation with the Russian Federation;
• preferential conditions for taxation of dividends and capital.

At the same time, the protection of information about the owners, if necessary, can be carried out by concluding a trust agreement in relation to the shares of the owner company (see Fig. 1c). The ownership trust scheme assumes that the owner of the business transfers the shares of the owner company on the basis of the Declaration of Trust (Declaration of trust) to the trustee (trustee). The trustee can be either a trusted individual or a trust company.

The specificity of trust ownership lies in the fact that the title of ownership passes to another person (trustee) for the entire period of the trust (the term may be unlimited). Thus, for third parties, the trustee is the owner of the property transferred to the trust, while the right to income from property ownership belongs to the beneficiary - the owner of the business. When concluding a trust agreement, a separate study requires the issue of ensuring the rights of business management on the part of the beneficiary.

It should be noted that in order to optimize tax and other risks, it is possible to organize parallel ownership structures. At the same time, two de facto interconnected parts of the business are independent and de jure unaffiliated for an external observer (see Fig. 2).

This ownership scheme allows organizing the redistribution of financial resources through the use of transfer pricing without the associated risks. Also, in accordance with this scheme, the business can be divided into parts with different levels of commercial, tax and other risks.

Business Consolidation

In a simplified version, business consolidation in a group of companies is carried out in the owner company, which in this case becomes the parent company - the GC. This is primarily characteristic of direct business ownership in Russia (see Fig. 1a). In the case where the ownership system is implemented through a non-resident owner company, the business, as a rule, is consolidated in the Russian GC (see Fig. 3a).

Consolidation of business within the framework of the existence of a single group of companies allows building a transparent system of corporate governance and increases its investment attractiveness. In particular, it becomes possible to conduct an IPO, attract a strategic investor and, if necessary, the likelihood of a complete effective sale of the business.

In the case when the business includes several areas, it is possible to create separate sub-holdings (see Fig. 3b). Such a division can be carried out according to the following criteria:

• product - organization of sub-holdings for the creation and sale of various product groups;
• technological - the organization of sub-holdings for various stages of production in the case when each of the directions has a sufficient number of independent suppliers and / or consumers;
• geographical - organization of sub-holdings according to the territorial principle.

Separation of sub-holdings also allows streamlining the management system and financial flows groups, and to focus resources on each of the areas of development. In addition, it becomes possible to attract investments for certain parts of the business. If necessary, each of them can be implemented independently of the entire business. In general, the consolidation of one or another part of the business can be carried out for:

• implementation of plans for the development of this part of the business (for example, the creation of a group of companies to implement investment projects acquisition and/or construction of new production facilities);
• ensuring investment attractiveness and attracting resources for development;
• organizational separation and distribution of risks between different parts of the business.

A typical example of such a corporate structure is the Cherkizovo group of companies, the leading Russian manufacturer of meat products and semi-finished products. The creation of this holding began in the early 1990s. after the acquisition by a group of individuals of Cherkizovsky Meat Processing Plant OJSC and the implementation of effective anti-crisis measures at this enterprise. In addition to reorganizing the plant and making it a leader in the Moscow market, the owners increased the group's assets by acquiring other meat processing plants, creating a regional distribution network, and forming a diversified resource base. Since the mid 1990s. the process of restructuring and building a modern corporate structure began, the purpose of which, among other things, was to conduct an IPO on international markets capital. As a result, the Cherkizovo group of companies currently has a streamlined corporate structure, characterized by high management efficiency and the ability to attract financial resources (see Fig. 4).

The features of the corporate structure of the Cherkizovo group of companies are:

• owning a business with the help of an offshore company in Cyprus;
• organization of a single group of companies in Russia, which performs the functions of centralized management (through the management company), and also places the group's securities on stock market(attracting foreign and Russian investors);
• organization of two sub-holdings: raw materials (pigs, poultry, feed production) and meat processing (production of meat products and semi-finished products);
• consolidation of each of the sub-holdings into a group of companies that performs the functions of centralized management of the relevant area;
• the presence in each of the directions of a centralized sales division - a trading house.

Organization of the management system

For the implementation of operational management of a business or a separate business area in the corporate structure, as a rule, a specialized management company is allocated. In this case, the following options are possible (see Fig. 5):

1. MC outside the main corporate structure;
2. a separate management company as part of a corporate structure;
3. vesting the functions of the MC of the parent company (GC = MC).

Direct ownership of the management company (see Fig. 5a) is organized, for example, in such groups as EAST Line (the management company of Domodedovo airport) and Inmarko (the leading ice cream producer in the east of the country).

Such a management system makes it possible to avoid explicit affiliation and remove management risks from the group's assets. However, there is a need to ensure legal framework to exercise control. One of the options for solving this problem is to endow the management company with the functions of the sole executive body in the companies of the group. It should be noted that this scheme allows you to quickly redistribute cash to pay income to business owners both in the form of a dividend and in the form of remuneration for the performance of duties in the management bodies of the management company.

An MC created within the main corporate structure has similar properties (see Fig. 5b). But at the same time, there is an affiliation of the management company with other companies of the group and the need for a more thorough study of the legal grounds and issues of financing the management company.

The highest investment attractiveness, the presence of the necessary legal grounds, and high management efficiency are possessed by a corporate structure in which the GC performs the functions of a management company (see Fig. 5c). In the structure of the Cherkizovo group of companies discussed above (see Fig. 4), all parent companies are vested with the functions of the managing company with various powers: the central group of companies and the group of companies of subholdings.

However, there are risks of spreading claims against one of the group companies to the GC and, accordingly, to other group assets.

In general, the choice of organization option management company group depends on the priorities of the owners in terms of optimal risk management of the business and its investment attractiveness.

Composition and roles of operating and service companies

The composition of operating units in the corporate structure is determined by the group's production strategy. The main one is the question of the independent implementation of one or another technological process or about transferring it to outsourcing. In addition, production units are usually the main asset of the group, determining its positioning and development.

The composition and appointment of service companies are determined by three main factors:

• the need to centralize functions in the group;
• the need to redistribute financial resources;
• tax optimization requirements.

The following types of service companies are most often found in corporate structures.

1. Trading house, which allows you to organize centralized sales and / or purchases, implement a unified policy of promotion on the market, accumulate financial resources for brand promotion and development of the sales system, remove risks from the main production assets of the group.
2. Company Assets, which allows you to protect essential assets (fixed assets, trademarks, etc.) from the risks of claims. In some cases, registration of enterprises owning trademarks and other intangible assets in offshore jurisdictions, which allows increasing the degree of their protection, as well as optimizing taxation by organizing the flow of royalties.
3. Agency companies operating under the simplified taxation system (STS) and allowing you to quickly redistribute financial resources to pay income to owners at an optimal level of taxation. In this case, the economic feasibility of the presence of such companies in the business scheme should be justified (for example, searching for customers in the regions), and affiliation with the main group of companies should be eliminated.
4. Personnel center, which can also work under the simplified tax system and provide outstaffing services to the main business, including in order to optimize taxation.
5. A financial company created to raise funds, in particular, to issue bonded loans. The creation of such a specialized enterprise makes it possible to limit the risks of creditors' claims at the expense of the assets of guarantor companies. However, from the point of view of investment attractiveness, the most effective option is to attract financial resources by parent companies, which is confirmed by the experience of successful placement of securities by the Cherkizovo group of companies and other private companies.

It should be noted that when organizing service companies, in order to optimize taxation, it is necessary, firstly, to clearly justify the economic feasibility of their creation and activities, and, secondly, to comply with such conditions when carrying out operations, the legitimacy of which will not raise doubts with the tax authorities.

Thus, solutions for individual elements used in practice make it possible to build various configurations of the corporate structure, corresponding to strategic business goals owners. The choice of the optimal variant can be made on the basis of comparative analysis or using factor analysis tools.

Conclusion

In conclusion, it should be noted that, in general, there is a tendency to simplify and systematize the corporate structures of private companies due to:

• reducing the number of legal entities through mergers and consolidation by type of activity;
• elimination of cross-ownership of shares within the group;
• reduction of ownership levels in the operating part within individual business areas;
• withdrawal of non-core assets to separate divisions.

In general, methods of corporate structuring can improve the efficiency of business management, its investment attractiveness, economic security and optimize taxation while maintaining an acceptable level of risk.

Essence, goals and objectives of corporate governance

In order to understand the essence of corporate governance, it is necessary to clearly understand what a corporation is, what are its characteristic features and characteristics.

A corporation is a special form of organization entrepreneurial activity, the most common in countries with developed market economies, associated with the creation of a specific legal entity.

Features corporate forms management are:

• independent legal status(most often - a joint-stock company);
• share ownership of participants (separation authorized capital on shares and their distribution among investors);
• concentration of managerial functions in the hands of the highest echelon of power (professional managers, in the role of managers).

Remark 1

According to the legislation in force in Russia, corporations should be understood as legal entities whose members have the right to membership in them and form their supreme body.

Corporate formation is always a complex hierarchical structure that requires regular management actions. In relation to corporations, such influences take on two main forms - corporate management and corporate governance.

The first is directly related to business management and its development. The second is focused directly on the establishment of mechanisms that ensure accountability and a balance of interests of all participants in corporate relations.

Participants in corporate relations are individuals and legal entities interested in the activities of the corporation, its stakeholders.

The list of participants in corporate relations is very extensive (Figure 1).

Figure 1. Participants in corporate relations. Author24 - online exchange of student papers

All participants in corporate relations impose certain requirements and expectations on corporations, which are often incomparable with each other. That is why a special role in the management of corporate structures is assigned to the development and improvement of corporate governance practices.

Corporate governance is a whole set of rules that promote the continuity of ensuring corporate interests, which are reflected in corporate control. Technically, it can be reduced to three components:

• property and capital management;
• process control;
• management of cash flows, liabilities and working capital.

The main goal of corporate governance is to ensure a balance of interests between shareholders, management and other groups of stakeholders.

Its tasks are reduced to two basic directions. The first is related to the construction of a system of effective adoption management decisions, and the second is directly aimed at building effective system control.

Basic structure of corporate governance

In accordance with the international approach of the World Bank, corporate governance should include three basic components (Figure 2).

Figure 2. Basic components of corporate governance. Author24 - online exchange of student papers

Remark 2

The combination of the above components allows the company to attract financial and human resources, to effectively implement economic activity and accumulate long-term economic value through value growth share capital while respecting the interests of shareholders and society as a whole.

The structure of corporate governance is determined by the presence of subjects and objects of management influences.

Among the former are the governing bodies of the corporation: shareholders, board of directors, CEO, managers. The second role is played by the ownership structure, shareholders' rights, the structure and efficiency of the board of directors, transparency of information disclosure and audit - in other words, the relations that arise between the subjects of corporate governance.

Thus, the main structural components of corporate governance are:

• the rights of the owners;
• governing bodies;
• information disclosure;
• corporate social responsibility.

The general mechanism for organizing corporate governance is quite simple.

The general meeting of shareholders is considered to be the supreme governing body. On it, the owners of the company (its shareholders), on the basis of the principle of election, form the composition of the board of directors, which subsequently represents their interests. Its members (directors) make decisions on key issues of the joint-stock company's activities by voting and report to the shareholders for the results of their activities. Necessary condition ensuring the effectiveness of corporate governance is the observance of the rights of shareholders and the transparency of their decisions.

The corporation adopts accounting standards for the production of information, needed by the council directors, managers, owners and other groups of stakeholders, and also seeks to develop the practice of social responsibility. Moreover, it undertakes to provide access to this information to interested persons.

Structural elements of corporate governance should be formed in such a way as to ensure the implementation of its basic functions.

Functions and principles of the corporate governance structure

Corporate governance plays an important role in the existence and development of corporate institutions. Its basic function is to ensure the functioning of the corporation in the interests of the owners who provide the company with financial resources.

In addition, the effective construction of a corporate governance system can ensure the sustainability of the development of a corporation in terms of minimizing conflicts among participants in corporate relations and maximizing the degree of satisfaction of their interests and achieving individual corporate goals.

It is believed that the formation of the corporate governance structure should be based on its principles, defined by international and national practitioners of the functioning of corporate institutions. The most important of them are the observance of equality of shareholders' rights, accountability, honesty, transparency and responsibility.

Implementation of the functions described above and principles of corporate governance serves as a guarantee of balancing the interests of participants in corporate relations.

In Russian practice, despite the relatively short duration of the process of redistribution of property, certain stages in the formation of corporate governance structures are distinguished. In particular, A. V. Bandurin identifies several such stages, which are discussed below.

After 1917, economic relations in Russia changed significantly and began to be based on such categories as the plan, state regulation, expediency. Property turnover broke up into state, based on the methods of centralized regulation and private - serving consumers. At first, there were trusts and syndicates. The further curtailment of commodity-money relations and the strengthening of planning and regulatory principles in society finally turned syndicates into ministries, to which enterprises, which later became state-owned, were subordinated through intermediary links (trusts). In the process of Russia's economic development, certain prerequisites for creating an effective corporate environment were formed, but at the same time, certain contradictions arose in corporate governance systems. The periods of development were associated with a new understanding by the country's leadership of economic problems and the development of ways to solve them.

The period before 1987 was characterized by the fact that the administrative-command methods of centralized control state economy over time, ceased to meet the requirements of the macroeconomic situation. Dismissed from real participation in the management of enterprises, workers of the middle and lower levels in the perestroika period organized small cooperative businesses or individual entrepreneurship, however, due to the lack of proper economic and legal regulation, this did not give much economic effect. Corporatism as a system of production management was increasingly identified with the clannishness of the party nomenklatura elite and caused a controversial attitude among novice entrepreneurs.

During this period, the corporate environment resembled a system of party and economic assets, in which all key posts in enterprises were distributed not in accordance with the professionalism of managers, but on the basis of old party and nomenklatura ties. At that time, there were no domestic highly qualified independent managers on the labor market, and enterprises, in turn, were not ready to pay highly for the work of foreign specialist managers. Between countries with a developed market economy and the countries of the former socialist camp, the exchange of accumulated corporate experience was not established.

In the period from 1987 to 1991, the monopolized and centralized organization of the economy collapsed; encouraged independence and permitted lease of enterprises prompted the directors to gradually transfer them to the subordination of groups of workers who shared the position of top management, i.e. corporatism acquired a shade of loyalty to the authorities, but the participation of teams in the management of enterprises through councils provided for by legislative norms labor collectives did not develop due to the unpreparedness of workers for effective participation in management and the unwillingness of managers to “share power”. This period is characterized by the formation of the foundations of the corporatism of the directors' corps and structures close to the party-nomenklatura governing bodies. In addition to industrial capital, financial capital arose and began to develop in Russia in the banking and insurance sectors of the economy. Sources and the first instruments of capital accumulation appeared.

In the period from 1991 to 1994, as a result of active voucher privatization, there was a primary redistribution of property among the directors' corps and formed financial and banking structures. Participation in privatization was possible primarily through open and covert cooperation with the administration of the regions and the State Property Committee of the Russian Federation. Created in the course of privatization on the basis of large state enterprises joint-stock companies could already be classified as corporations, but the lack of development of joint-stock law, the underestimation of property, as well as the unpreparedness of enterprise personnel reduced corporate management to traditional management methods, which, when performed by unprofessional managers, led to further collapse and bankruptcy of enterprises.

At the same time, a certain corporate style of relations between individual structures began to take shape, such as banking structures, oil and gas enterprises and others that arise when self-managed corporations replace government bodies. The alienation of the majority of the population from active participation in property management, the loss of jobs and economic illiteracy have formed a negative attitude towards all processes of economic reform. But it was during this period that the foundations of true corporatism were laid among new entrepreneurial structures created by young, educated, ambitious entrepreneurs who had only two ways: either to enter into cooperation with the former state structures, or to oppose them with a civilized business based on the experience of foreign corporations. In addition, the decisions made in corporations began to be influenced by the already received high-quality foreign education in areas new to the Russian economy of that time: in the financial and stock markets, in the liability market, in marketing, and management. Active interpenetration of Western and Russian corporations, joint work on the Russian stock market inevitably pushed domestic managers to understand the features of corporate governance.

Russia's transition to a market economy, which began in 1992, necessitated structural reforms in the country's electric power industry and the creation of new forms of intra-industry and inter-industry economic relations. In many industries, corporatization was carried out and privatization of enterprises began. Partial privatization took place in the sectors of natural monopolies, in particular in the electric power industry. Simultaneously with the corporatization of electric power enterprises, the industry was restructured. This was due to the uneven distribution of generating capacities and the dependence of most Russian regions on intersystem power and power flows. The sectoral capital structure was formed in such a way that the controlling stake in the majority of sectoral companies was transferred to RAO UES of Russia. This ensured a certain continuity of management in the conditions of a difficult transitional period. The existing structure of industry management, largely repeating the previous system of administrative and sectoral management, was already functioning on the basis of property relations, which made it possible to ensure a stable energy supply to consumers.

The structure of RAO "Gazprom", which includes, as subsidiaries, enterprises engaged in geological exploration and drilling of wells, development of gas fields, equipment and supplies, mechanical engineering and instrumentation for the needs gas industry and other activities, in the conditions of the economic downturn, it allowed to maintain the stability of the industry, reliable gas supply to consumers and the receipt of large export revenues to the country's budget.

Between 1994 and August 1998, further monetary privatization took place against the background of the adoption of laws on joint-stock companies, about the securities market, Civil Code Russian Federation, clarification of the legislation on privatization. The structure of the market infrastructure is being actively formed: investment corporations and funds, depositories and registrars, mutual investment funds, insurance corporations, audit and consulting corporations, pension funds, etc. Large foreign corporations open their branches, representative offices or create joint companies in Russia.

The main part of the problem of attracting investment is shifting from federal center to the regions. Regional authorities adopt local laws on the formation of insurance funds to attract investment, and in accordance with the adopted regional laws, land and other real estate objects become the object of sale and purchase.

The period since August 1998 was characterized by a situation of external and internal default, and a general lack of financial resources. The flight of capital from Russia made it necessary to look for new financial instruments or mechanisms for using old assets.

The tension in the foreign exchange market, along with the almost complete absence of a corporate securities market, made regional financial instruments practically the only way inflation protection and income generation in Russia.

Against this background, the poor readiness of Russian managers (especially the top echelon of management) to choose a development strategy, attract capital and investment, retain and conquer sales markets, and take into account the true motivation of business partners was revealed. All this led to a further redistribution of property, but already against the backdrop of shareholders using their rights.

In 2001, the period of post-crisis recovery of the domestic economy ended. However, such problems as the weak competitiveness of the domestic industry, its concentration on raw material exports and the insufficient investment attractiveness of the processing sector have not been finally resolved. Their exacerbation was manifested in a decrease in the average annual growth rates of industry and GDP in the period 1999-2001. from 109.2% and 106.5% respectively to 104.0% and 104.1% in January-September 2002. The increase in investments in fixed assets decreased from 10.4% to 2.5%.

At the same time, the relatively stable state of the world economy in 2002 ensured the expansion of demand for Russian exports and contributed to the growth of its physical volume. Rising domestic demand due to the increase in real household incomes after their significant decline in 1999 supports the growth of output in Food Industry and maintain stable production volumes in light industry, civil engineering and other industries producing consumer goods.

The positive growth rates of the Russian economy are provided by an increase in production in export-oriented industries: in the fuel industry, non-ferrous metallurgy, chemical and petrochemical, forestry, woodworking and pulp and paper industries, as well as in the food industry, where there has been an increase in competitiveness.

Development machine-building complex Russia, whose products make up a significant share in the production of the processing sector, is not the main factor in industrial growth. Neither the ownership structure, nor the level of cooperation with leading foreign companies do not allow attracting significant investments in this sector. Foreign markets for machine-building products are controlled by large international corporate structures with competitive production technologies.

In Russia, a model of raw materials market economy, where the dependence of its growth rates on the external economic situation is obvious. The high level of profitability of extraction and export of minerals leads to the displacement of investments from other industries into raw materials. Export profits and investments are concentrated in the extractive industries. To eliminate imbalances in the development of industries, a set of measures is needed, including increasing the efficiency of the tax system, debureaucratization and demonopolization of the economy, and other measures.

Accelerating processes of strengthening the vertical state power allow the state to pay attention to the problems of development of large domestic manufacturers. Strengthening the power of the state, stabilization national economy provide real opportunities to develop various mechanisms and tools state support domestic business, which is not only a necessary element in the development of the national economy, but also an element in ensuring national security. It is necessary to further improve the legal framework governing the activities of business and corporate structures, in accordance with the changing economic conditions, the needs of the state and society.

Corporate governance is built on the basis of well-established and effective norms in the field of finance, securities, management, labor relations, contractual obligations, a system of business partnerships, standard organizational structures, marketing. The accumulated experience makes it possible to build a system of effective corporate relations at the level of a particular corporation, thus setting benchmarks for other Russian corporations and enterprises.

In each specific case, any corporation, represented by its top management, makes a choice in favor of the gradual inclusion of employees in the system of business relations in the field of ownership instead of strict management of hired personnel. This represents the most important trend in the formation of corporate relations.

Questions for self-study

• 1. Highlight the main stages of formation and development of corporations.
• 2. What are the features of the process of formation of corporate structures in Russia?
• 3. What is the specificity of domestic corporate governance?