Models of corporate governance. Corporate Governance Bodies Power and management rights in corporations belong to

in non-profit corporations and production cooperatives with more than one hundred participants, the highest body may be a congress, conference or other representative (collegiate) body determined by their charters in accordance with the law. The competence of this body and the procedure for making decisions by it are determined by this Code, other laws and the charter of the corporation.

(see text in previous edition)

2. Unless otherwise provided by this Code or other law, the exclusive competence of the supreme body of a corporation includes:

determination of priority areas of the corporation's activities, principles of formation and use of its property;

approval and amendment of the charter of the corporation;

determining the procedure for admission to the membership of the corporation and exclusion from the number of its participants, unless such procedure is determined by law;

formation of other bodies of the corporation and early termination of their powers, if the charter of the corporation in accordance with the law does not refer this authority to the competence of other collegiate bodies of the corporation;

approval of annual reports and accounting (financial) statements of the corporation, if the charter of the corporation, in accordance with the law, this authority is not assigned to the competence of other collegiate bodies of the corporation;

making decisions on the creation by the corporation of other legal entities, on the participation of the corporation in other legal entities, on the creation of branches and on the opening of representative offices of the corporation, except in cases where the charter of a business company in accordance with laws on business companies the adoption of such decisions on these issues is referred to the competence of other collegial bodies of the corporation;

making decisions on the reorganization and liquidation of the corporation, on the appointment of a liquidation commission (liquidator) and on the approval of the liquidation balance sheet;

Election audit commission(auditor) and the appointment of an audit organization or an individual auditor of the corporation.

law and founding document corporations, the exclusive competence of its supreme body may include the resolution of other issues.

Issues referred by this Code and other laws to the exclusive competence of the supreme body of a corporation cannot be transferred to them for decision by other bodies of a corporation, unless otherwise provided by this Code or another law.

3. A sole executive body (director, general director, chairman, etc.) is formed in the corporation. The charter of a corporation may provide for the granting of the powers of the sole executive body to several persons acting jointly, or the formation of several sole executive bodies acting independently of each other (paragraph three of paragraph 1 of Article 53). The sole executive body of a corporation may act as individual as well as a legal entity.

In the cases provided for by this Code, another law or the charter of a corporation, a collegial executive body (board, directorate, etc.) is formed in the corporation.

The competence of the bodies of the corporation specified in this paragraph shall include the resolution of issues that are not within the competence of its supreme body and the collegiate management body established in accordance with paragraph 4 of this article.

4. Along with the executive bodies specified in clause 3 of this article, in the cases provided for by this Code, another law or the charter of the corporation, a collegial management body (supervisory or other board) that controls the activities of the executive bodies of the corporation and performs other functions assigned to it by law or by the charter of a corporation. Persons exercising the powers of the sole executive bodies of corporations and members of their collegial executive bodies cannot make up more than one quarter of the composition of the collegial management bodies of corporations and cannot be their chairmen.

Members of the collegiate management body of a corporation have the right to receive information about the activities of the corporation and get acquainted with its accounting and other documentation, demand compensation for losses caused to the corporation, challenge transactions made by the corporation on the grounds provided for in Article 174 of this Code or laws on corporations of certain organizational and legal forms, and demand the application of the consequences of their invalidity, as well as demand the application of the consequences of the invalidity of the corporation's void transactions in the manner prescribed by paragraph 2 of Article 65.2 of this Code.

Distribution of power in corporations and corporate law

It is generally accepted that the management of a corporation has enormous power; by law, power in a corporation is distributed among the board of directors, administrative management and shareholders. This distribution is called the statutory scheme of corporations, and it is prescribed by law. Although a corporation is ultimately owned by its shareholders, their rights to participate in the management and exercise of control within the corporation are limited, at least compared to the right of the board of directors and management. The main channels through which shareholders exercise their power are the power to elect and remove directors and to approve or disapprove of corporate actions, amendments to the corporation's bylaws and by-laws, and decisions that change the status of the corporation, such as dissolving the corporation or its merger with another corporation. Corporations are required to hold annual meetings of shareholders so that the latter have the opportunity to elect the board of directors. In many corporations, shareholders actually grant the right to choose directors to management, i.e. a group of individuals on whom the fate of the corporation depends, but at the same time they are often not large contributors. One of the significant sources of tension in the relationship between the board of directors or management of a corporation and its shareholders is precisely the fact that members of the board of directors and management representatives do not usually hold large or significant stakes in the company they head. In large corporations, all power is exercised under the control and by decree of the board of directors, whose main task is the selection and dismissal of persons holding leadership positions, and delegating to them the authority for the day-to-day management of the company. Another source of tension between shareholders and management is that the power of directors does not so much come from the shareholders who elect them, but rather from the corporation's bylaws. Of course, shareholders have the right to choose other directors next time, but in practice this usually does not happen. The notion that "shareholder democracy" reigns in corporations is not entirely true. Nevertheless, the directors have an obligation to show care and loyalty to the corporation, even if this is contrary to the wishes of the majority of shareholders. The duty of care means that they must act in good faith, i.e. take actions that, according to their reasonable beliefs, are in the best interests of the corporation, and exercise the care that any prudent person under similar circumstances would exercise. The duty of loyalty means that the director is not entitled to enter into transactions if he himself is one of the representatives of the party with whom the transaction is made, since in such transactions a "conflict of interest" arises, as a result of which the corporation may suffer, and the director may benefit. In making decisions, the director must use his unbiased judgment of what is good for the business and not appropriate the advantageous opportunities that belong to the corporation. All of these duties are often referred to as "fiduciaries" and directors as "fiduciaries". But it would be wrong to think of directors as mere "trustees" disposing of shareholders' property by proxy, because "they are not only expected to make decisions that force the corporation to engage in risky activities in order to maximize shareholder returns, they are encouraged to make such decisions." And the responsibility of the directors is not to the individual shareholders or to separate categories shareholders, but to the corporation as a whole.

See also:

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

Strange as it may sound, practice corporate governance has existed for several centuries. Recall, for example: Shakespeare describes the worries of a merchant who is forced to entrust the care of his property - ships and goods - to other persons (saying modern language separate ownership from control). But a full-fledged theory of corporate governance began to take shape only in the 80s. the last century. True, at the same time, the slowness of comprehending the prevailing realities was more than compensated for by research and the intensification of regulation of relations in this area. Analyzing the features of the modern era and the two previous ones, scientists conclude that in the XIX century. entrepreneurship was the engine of economic development, in the 20th century - management, and in the 21st century. this function is moving to corporate governance (Fig. 1).

A Brief History of Corporate Governance 1553: The Muscovy Company, the first English joint-stock company (England), was established. 1600: The Governor and Company of Merchants of London Trading into the East Indies was created, which from 1612 became a permanent joint stock company with limited liability. In addition to the meeting of owners, a meeting of directors (consisting of 24 members) with 10 committees was formed in it. The owner of shares in the amount of not less than 2 thousand pounds could become a director. Art. (England). 1602: The Dutch East India Trading Company (Verenigde Oostindische Compagnie) is created - a joint-stock company in which the separation of ownership from control was first implemented - an assembly of gentlemen (i.e. directors) was created, consisting of 17 members who represented shareholders 6 regional chambers of the company in proportion to their shares in the capital (Netherlands). 1776: A. Smith warns in a book about weak control mechanisms over the activities of managers (Great Britain). 1844: Act passed joint stock companies(Great Britain). 1855: Limited Liability Act (Great Britain) passed. 1931: A. Burley and G. Means (USA) publish their seminal work. 1933-1934: The Securities Trading Act of 1933 becomes the first law regulating the functioning of the securities markets (in particular, the requirement to disclose registration data is introduced). The 1934 law delegated enforcement functions to the Securities and Exchange Commission (USA). 1968: The European Economic Community (EEC) adopts a corporate law directive for European companies. 1986: The Financial Services Act passed, which had a huge impact on the role of stock exchanges in the regulatory system (USA). 1987: Treadway Commission submits report on drafting fraud financial reporting, confirms the role and status of audit committees and develops the concept of internal control, or the COSO model (Committee of Sponsoring Organizations of the Treadway Commission), published in 1992 (USA). 1990-1991: The collapse of Polly Peck corporations (losses of £1.3bn) and BCCI, and the fraud of Maxwell Communications' pension fund (£480m) indicate the need for improved practice corporate governance to protect investors (UK). 1992: Cadbury committee publishes first Corporate Governance Code (UK). 1993: Companies listed on the London Stock Exchange are required to disclose compliance with the Cadbury Code on principle (UK). 1994: Publication of the King Report (South Africa). 1994 -1995: publication of reports: Rutteman - on internal control and financial reporting, Greenbury - on remuneration of members of boards of directors (Great Britain). 1995: publication of the Viénot report (France). 1996: Publication of Peters report (Netherlands). 1998: Publication of the Hampel Report on Fundamental Principles of Corporate Governance and the Consolidated Code based on the Cadbury, Greenbury and Hampel Reports (UK). 1999: Publication of the Turnbull Report on Internal Control, which replaced the Rutteman Report (UK); publication, which became the first international standard in the field of corporate governance. 2001: Publication of the Meiners Report on Institutional Investors (UK). 2002: publication of the German Corporate Governance Code - the Kromme Code (Germany); Russian Code of Corporate Conduct (RF). the collapse of Enron and other corporate scandals lead to the passage of the Sarbanes-Oxley Act (USA). Publication of Bouton Report (France) and Winter Report on European Corporate Law Reform (EU). 2003: Papers published: Higgs on the role of non-executive directors, Smith on audit committees. Introduction new edition United Code of Corporate Governance (UK). Source: IFC, 2003.

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

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

Quite briefly, the basic concepts of corporate governance can be formulated as follows: fairness (principles 1 and 2), responsibility (principle 3), transparency (principle 4) and accountability (principle 5).
On fig. 2 shows the process of forming a corporate governance system in developed countries. It reflects the internal and external factors that determine the behavior of the firm and the effectiveness of its functioning.
In developed countries, two main models of corporate governance are used. The Anglo-American operates, in addition to Great Britain and the USA, also in Australia, India, Ireland, New Zealand, Canada, and South Africa. The German model is typical for Germany itself, some other countries of continental Europe, as well as for Japan (sometimes the Japanese model is distinguished as an independent one).
The Anglo-American model operates where a dispersed share capital structure has formed, i.e. dominated by many small shareholders. This model implies the existence of a single corporate board of directors that performs both supervisory and executive functions. The proper implementation of both functions is ensured by the formation of this body from non-executive directors, including independent directors (), and executive directors (). The German model develops on the basis of a concentrated shareholding structure, in other words, when there are several large shareholders. In this case, the company management system is two-level and includes, firstly, the supervisory board (it includes representatives of shareholders and employees of the corporation; usually the interests of the personnel are represented by trade unions) and, secondly, the executive body (board), whose members are managers. A feature of such a system is a clear separation of the functions of supervision (given to the supervisory board) and execution (delegated to the board). In the Anglo-American model, the board is not created as an independent body, it is actually in the board of directors. The Russian model of corporate governance is in the process of formation, and it shows the features of both models described above.

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

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

Reducing the cost of capital
Companies that adhere to good corporate governance standards can achieve lower cost of outsourced financial resources used by them in their activities and, consequently, reducing the cost of capital in general. This pattern is especially typical for countries such as Russia, where the legal system is in the process of formation, and judicial institutions do not always provide effective assistance to investors in case of violation of their rights2. Joint-stock companies that have managed to achieve even small improvements in corporate governance can receive very significant advantages in the eyes of investors compared to other JSCs operating in the same countries and industries (Fig. 5).
As you know, in Russia the cost of borrowed capital is quite high, and there is practically no attraction of external resources through the issuance of shares. This situation has developed for many reasons, primarily due to the strong structural deformation of the economy, which creates serious problems with the development of companies as reliable borrowers and objects for investing shareholders' funds. At the same time, the spread of corruption, insufficient development of legislation and weak judicial enforcement and, of course, flaws in corporate governance3 play a significant role. Therefore, an increase in the level of corporate governance can have a very quick and noticeable effect, ensuring a decrease in the cost of a company's capital and an increase in its capitalization.

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

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

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

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

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

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

Based on the data obtained, several key conclusions were made, grouped into four large groups:

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

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

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

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

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

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

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

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

Based on 18 indicators, a simple corporate governance index was built (Fig. 7). It allows for a quick assessment of the general state of CG in the respondent companies and serves as a starting point for further improvement of CG. The index is built as follows. The company receives one point if any of the 18 indicators is positive. All indicators have the same meaning for determining the situation in the field of corporate governance, i.e. they are not assigned different weights. The maximum number of points is therefore 18.
It turned out that the CG indices in the companies participating in the study differ significantly. The best AO received 16 out of 18 points, the worst - only one.
At least ten positive indicators have 11% of the companies in the sample, i.e. only every tenth joint-stock company has CG practices that can be generally considered to be in line with the relevant standards. The remaining 89% of respondents fulfill less than 10 out of 18 indicators. This indicates the need for serious work to improve the practice of corporate governance in the vast majority of joint-stock companies represented in the sample.
In this way, Russian companies there is a lot of work to be done to improve the level of corporate governance. Those who manage to achieve success in this area will be able to increase their efficiency and investment attractiveness, reduce the cost of attracting financial resources, and as a result, gain a serious competitive advantage.

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

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

Main models of corporate governance

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

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

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

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

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

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

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

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

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

Family model of corporate governance spread throughout the world. Corporations are managed by members of the same family.

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

Conditions for applying the American model of corporate governance

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

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

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

Reasons for using the German corporate governance model

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

• the concentration of equity capital among various types of institutional investors and the comparatively lower degree of its dispersal among private investors;
• relatively weak development of the stock market.

American model of corporate governance

Typical management structure of an American corporation

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

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

• solution of the most important corporate issues;
• appointment and control over the activities of the administration;
• control of financial activity;
• ensuring the compliance of the corporation's activities with the current legal norms.

The main responsibility of the board of directors is to protect the interests of shareholders and maximize their wealth. He must provide a level of management that guarantees the growth of the value of the corporation. In recent years, there has been an increasingly noticeable trend towards an increase in the role of the board of directors in the management of a corporation. This is manifested primarily in the control financial condition affairs. Financial results the work of the corporation is considered at meetings of the board of directors, as a rule, at least once a quarter.

Members of the board of directors, being representatives of shareholders, are responsible for the state of affairs in the corporation. They may be subject to administrative and criminal liability in the event of the bankruptcy of the corporation or the commission of actions aimed at obtaining their own benefit to the detriment of the interests of the shareholders of the corporation.

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

The Board of Directors is elected from internal and external (independent) members of the joint-stock company. Most of the board of directors are independent directors.

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

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

Structurally, the board of directors of American corporations is divided into standing committees. The number of committees and the direction of their activities in each corporation is different. Their task is to develop recommendations on issues adopted by the board of directors. Boards of directors most often have committees on governance and wages committee, audit committee (audit committee), finance committee, election committee, committee on operational issues, in large corporations - committees on public relations, etc. At the request of the US Securities and Exchange Commission, committees on audit and remuneration must be in every corporation.

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

German model of corporate governance

Typical management structure of a German corporation

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

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

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

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

The main task of the supervisory board is the selection of company managers and control over their work. The scope for resolving issues of strategic importance within the competence of the Supervisory Board is clearly defined and includes issues of acquiring other companies, selling part of the assets or liquidating an enterprise, reviewing and approving annual balance sheets and reports, big deals and the amount of dividends.

Decisions of the Supervisory Board are taken by a three-quarters majority vote.

The size of the supervisory board depends on the size of the company. Minimum composition must have at least three members. German law prescribes large supervisory boards.

Members of the Supervisory Board are elected by shareholders for a period of four business years after the commencement of operations. Prior to the expiration of their terms of office, members of the Supervisory Board may be re-elected by the General Meeting of Shareholders by a three-quarters majority. The Supervisory Board elects a chairman and a deputy chairman from among its members.

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

The main differences between the American model and the German one

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

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

From what has been said, there is a difference in the functions of the board of directors. In the American model, this is the board of directors as a board of governors, which in fact manages all the activities of the joint-stock company and is responsible for it to the meeting of shareholders and the state control bodies.

In the German management model, there is a strict separation of management and control functions. In it, the board of directors has a supervisory board, more precisely, a controlling body, and not a body that exercises full control joint stock company. Its control functions are directly related to the ability to quickly change the current management of the corporation in the event that its activities cease to satisfy the interests of shareholders. Participation in supervisory boards Representatives of other corporations makes it possible to take into account in the activities of the corporation not only the interests of its shareholders, but also the interests of other corporations, one way or another connected with its activities. As a result, the interests of certain groups of shareholders of a German corporation are usually not prevailing, since the interests of the company as a whole are put forward in the first place.

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General principles of corporate management

The corporation is managed in accordance with its corporate acts and legislation. At the same time, it itself determines the structure of management, the costs of it. The owner manages the corporation independently or through special management bodies provided for by the charter.

Functions of corporate governance. Management activities- one of the most difficult. It consists of a series of independent management functions:

Planning, i.e. development of the program, procedures for its implementation, implementation schedules, analysis of situations, determination of methods for achieving goals, etc.;

Organization, i.e. elaboration of the enterprise structure, coordination between structural divisions, etc.;

Motivation, i.e. stimulating the efforts of all employees to fulfill their tasks;

Coordination;

Control.

Complication modern production added two more features:

Innovative, associated with the development and implementation of the latest achievements in the field of engineering and technology, methods of organizing and managing people;

Marketing, expressed not only in the sale of manufactured goods, but also in research and development that affect the sale of goods, the purchase of raw materials, production, marketing, after-sales service.

Principles of corporate governance. The corporate governance system is based on a number of general principles. Among them, the following can be singled out as the most important.

1. The principle of centralization of control, i.e. concentration of strategic and most important decisions in one hand.

The advantages of centralization include: decision-making by those who have a good idea of ​​the work of the corporation as a whole, occupy high positions and have extensive knowledge and experience; elimination of duplication of work and the associated reduction in overall management expenses; ensuring a unified scientific and technical, production, marketing, personnel policy etc.

The disadvantages of centralization are that decisions are sometimes made by persons with little knowledge of the specific circumstances; a lot of time is spent on the transmission of information, and it itself is lost; lower-level managers are virtually eliminated from making those decisions that are enforceable. Therefore, centralization should be moderate.

2. The principle of decentralization, i.e. delegation of powers, freedom of action, rights granted to a lower corporate body, structural unit, official - to make decisions or give orders on behalf of the entire company or unit within certain limits. The need for this is connected with the growth in the scale of production and its complication, when not only one person, but also whole group individuals are not able to determine and control all decisions, and even more so to implement them.

Decentralization has many advantages, among the main ones: the possibility of quick decision-making, involving managers of middle and lower levels in this; no need to develop detailed plans; weakening bureaucracy.

And at the same time, with decentralization, there is a lack of information, which inevitably affects the quality of decisions made; the scale of thinking is changing and the range of interests of managers is narrowing - in these conditions, feelings can take precedence over reason; the unification of rules and decision-making procedures becomes more difficult, which increases the time required for coordination and “shaking”.

A large corporation must be largely decentralized, because the number of decisions that have to be made in the center and the number of their approvals grows exponentially and, in the end, exceeds the technical capabilities management system out of control.

The need for decentralization is also increasing in geographically dispersed firms, as well as in an unstable and rapidly changing environment, since there is often simply not enough time to coordinate with the center the necessary actions that must be taken immediately.

Finally, the degree of decentralization depends on the experience and qualifications of the managers and employees of the respective departments. The more experienced and qualified the people on the ground, the more rights they can be given, greater responsibility placed on them, and instructed to make difficult decisions on their own.

3. The principle of coordination of activities structural divisions and corporate employees. Depending on the circumstances, coordination is either entrusted to the units themselves, jointly developing the necessary measures, or may be entrusted to the head of one of them, who therefore becomes the first among equals; finally, most often coordination becomes the lot of a specially appointed leader, who has an apparatus of employees and consultants.

4. The principle of using human potential. It lies in the fact that

The majority of decisions are made not by the entrepreneur or the chief manager unilaterally, but by employees of those levels of management where decisions must be made:

The executors are primarily focused not on direct instructions from above, but on clearly limited areas of action, powers and responsibilities;

Higher authorities solve only those issues and problems that the lower ones are not able or do not have the right to take on.

5. Principle effective use, but by no means neglecting the services of business satellites.

Business includes a whole range of related activities within its sphere of influence. The specialists who perform them are called business satellites, i.e. his accomplices, companions, assistants. They contribute to the relations of corporations with the outside world: contractors, the state represented by its numerous bodies and institutions. These include: financiers and accountants; lawyers; economists-analysts, statisticians, compilers of economic and other surveys; marketing specialists; public relations specialists.

These principles are the basis for corporate rulemaking.

Objects of corporate management.

A. Shareholders. These are the main investors of the corporation.

B. Creditors. The financing of the corporation is carried out both at the expense of equity capital and at the expense of borrowed capital, and hence the difference in the interests of shareholders and creditors.

B. Employees (employees, staff). They are also called non-financial investors, since they make investments in the form of providing corporations with specific skills and abilities that could be successfully used not only within this corporation, but also outside it.

D. Suppliers are also classified as "non-financial" investors.

D. Buyers. Ultimately, the profitability of the corporation depends on them, but it, in turn, can shape the taste and preferences of buyers.

E. Local governments can invest in corporate activities by developing infrastructure or creating favorable tax conditions for the corporation in order to attract new companies and increase their competitiveness.

As you can see, the number of "interested persons" in the corporation is quite significant. The interests of which group of corporation participants and to what extent should be represented in management? This is a task for managers to solve.

Table of contents
Corporate law. Special part
DIDACTIC PLAN
Corporate Finance and Management
Financial manager: his legal status and functions
The authorized capital of the corporation