Corporate governance in the socio-economic sphere. Models of corporate governance. Main models of corporate governance
In 1999, in a special document approved by the Organization for Economic Cooperation and Development (OECD), which brings together a group of countries with developed market economy, it was stated that “one of the key elements of improving economic efficiency is corporate governance (corporate governance), including a complex of relations between the board (management, administration) of the company, its board of directors (supervisory board), shareholders and other interested parties (stakeholders). Corporate governance also determines the mechanisms by which the goals of the company are formulated, the means of achieving them and controlling its activities are determined.
The current legal norms in Russia are closer to the “narrow” understanding corporate governance, covering relations only between managers, the board of directors and shareholders, while employees and government bodies, as in some other countries, do not belong to its subjects. With this approach, the area covered by corporate governance covers the participants of the corporation, the corporation itself as a whole.
Differences between corporate and non-corporate governance:
- 1) in corporate management, the functions of the owner and manager are implemented separately;
- 2) owners within the corporation lose contact not only with management, but also with entrepreneurship;
- 3) managers, being employees, become a new subject of economic relations;
- 4) there are no direct relations of owners in the corporate governance system. They interact through the corporation.
If the practice of corporate governance has existed for several centuries, then the theory began to take shape only in the 1980s.
The specificity of this social institution is due to the following factors:
The separation of ownership from management (with the determining value of the former).
Shakespeare's "The Merchant of Venice" describes the unrest 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 management);
The presence in the structure of the company of dependent and independent persons. Corporate governance becomes in demand when
business grows to a fairly serious scale, requiring the development of specific rules, whose absence or insufficiently consistent observance causes significant damage to the corporation, and coordination of interaction between owners and managers based on them. This is confirmed by the example of Russia, where enterprises for which such a division is typical are more focused on the development of corporate governance.
The goals of corporate governance, which should not contradict the national socio-economic interests, are:
- 1) ensuring a balance of interests, firstly, of outsiders and insiders, and, secondly, of owners with formal legal power and hired managers, in whose hands real economic power is concentrated. In the absence of conflicts between them in the activities of the corporation, synergistic effect. This happens on the basis of certain principles (legal, ethical, procedural) adopted in the business community, a clear distinction between ownership and management;
- 2) the formation of mechanisms that ensure the control of shareholders over the top administration and its responsibility to them for the results achieved.
The main objectives of corporate governance are:
- the preservation of the corporation as a legal entity and an independent economic entity, the growth of its capitalization (by increasing the share price on the stock exchange);
- development and decision-making on the rational structure of business areas (acquisition, re-profiling, liquidation of enterprises, etc.);
- protecting the interests of owners, building a system of relations with them;
- achieving a balance of interests of owners, management, other stakeholders who have the opportunity to influence the corporation (affiliates);
- determination of the dividend policy;
- attracting investments and strengthening the economic and production potential of the company;
- development and implementation by managers under the control of the owners of corporate strategies in the field of diversification, mergers and acquisitions, the fight against competitors;
- management of assets and financial flows;
- implementation of market expansion;
- improvement of the system of remuneration of top managers;
- development of corporate culture, creation of a high image, investment attractiveness, gaining the trust of customers, partners, government, and the public;
- maintaining favorable conditions for effective management of current activities and profit maximization;
- implementation of an effective social policy, etc.
The corporate governance system includes:
- its members;
- a set of legal institutions, principles for the implementation of regulatory actions (code of corporate conduct, code of ethics, etc.).
Legal institutions of corporate governance should ensure the protection of the rights of shareholders and the prevention of their abuse; the reasonableness of the costs associated with its implementation; stability of the current activity and development of the corporation; balance of interests of owners of ordinary and preferred shares; minority and majority shareholders; the company as a whole, its executive bodies and shareholders;
- a description of the powers of the board of directors and other elected and appointed bodies;
- distribution of responsibilities among top managers;
- a set of tools to influence them on the part of interested parties in order to maximize market value firms;
- a mechanism for the redistribution of property rights in favor of more efficient economic agents in the case when the owners are unable or unwilling to control managers, etc.);
- various kinds of requirements, for example, to the information base for making decisions, the professional qualifications of the people who make these decisions, etc.
The features of the corporate governance system are largely determined by general economic factors, government policy, the level of competition, the specifics of the legal and economic environment, business ethics, and the corporation's awareness of its social responsibility to society, for example, in the field of ecology.
The signs of an effective corporate governance system, as defined by the World Bank, are:
- 1) transparency of financial and other business information about the activities of the company, the process and results of monitoring the activities of managers;
- 2) protection and provision of the rights and interests of all shareholders;
- 3) the independence of the directors of the corporation in determining its strategy, approving business plans, making other important decisions, appointing, monitoring activities, removing managers if necessary;
- 4) maximization of financial flows (profit) and at the same time payments to shareholders.
The management of the current activities (business) of a corporation as a large organization, consisting of many formally completely independent or partially independent divisions by professional specialists in the course of business operations, began to be called corporate management (corporate management).
Corporate management focuses on solving three main problems: developing strategies and ensuring the maximum efficiency of the corporation (here it intersects with corporate governance), attracting investments, fulfilling its legal and social obligations.
Corporate management should be distinguished from general management. Its objects are only the corporation as a whole and its main divisions to the extent that they act as parts of a single whole (their functioning as independent entities no longer belongs to the sphere of interests of corporate management). In essence, it is a type strategic management, however, it has a narrower framework (“in charge” of development strategies, portfolio, financial, investment strategies of the company, as well as elements of other functional strategies common to all departments.
If the interests of the stakeholders are partly at odds with the interests of the firm, then the effective functioning of private property within the corporation requires the creation of a system of incentives and controls that would reconcile the interests of the participants and balance the benefits and costs associated with the opportunistic behavior of management. The solution to this problem takes place within the framework of the corporate governance system, which in each national economy varies depending on the existing institutional system.
Corporate governance system represents the integrity of organizational elements, designed to regulate not only the relationship between managers and owners and minimize agency costs, but also to coordinate the goals of all stakeholders, ensuring the effective functioning of the company. That is, the corporate governance system should encourage participants to develop such strategies for the development of the company, the implementation of which would lead to an increase in the value of the business.
These relationships are established in accordance with legislative and internal corporate standards, are characterized by a high level of dynamism and adaptation to possible changes in internal and external environment functioning of the corporation.
The elements of the corporate governance system include:
· Participants (subjects) of corporate governance (at micro and macro levels).
· Objects of corporate management.
· Mechanisms of corporate governance.
· Information support of corporate governance.
Fig.2.3.1. Elements of the corporate governance system
Participants or subjects corporate relations are financially interested parties both at the micro-level - inside the organization, and at the macro-level - outside it. Among the participants in corporate relations, financial (banks, creditors, etc.) and non-financial entities (suppliers, personnel, regional and local authorities) are distinguished.
Table 2.3.1.
Participants in corporate relations at the micro and macro levels.
| Participants in corporate relations at the micro level | Participants of corporate relations at the macro level |
Shareholders
| Federal Commission for the Securities Market (FCSM of Russia), Expert Council on Corporate Governance under the Federal Financial Markets Service (FFMS) of Russia |
| General Meeting of Shareholders | The World Bank |
Board of Directors ( supervisory board) (observational function)
| Stock exchanges (Russian Trading System– RTS, Moscow Interbank Currency Exchange MICEX, etc.) |
Executive body (management function)
| National Association of Stock Market Participants (NAUFOR), uniting brokers, dealers, securities managers and depositories (PARTAD) |
| Bond holders | Non-commercial partnership"National Council for Corporate Governance" |
| Affiliates | Corporate Governance Committee under the Russian Union of Industrialists and Entrepreneurs (RSPP) |
| Lenders | Russian Institute of Stock Market and Management |
| Strategic investors | Institute of Professional Directors |
| Suppliers | Guild of Investment and Financial Analysts |
| Staff | Institute of Internal Auditors |
| Intermediaries | Russian Institute of Directors |
| Financial intermediaries | Russian Union of Stock Exchanges |
| Consultants | Institute of Corporate Law and Management |
| Independent appraisers | Insurance organizations (provide liability insurance services for directors and managers) |
| auditors | Managers Association |
| Control and revision service | Association of Russian Banks |
| Analysts | Association of Independent Directors |
| Audit committee | Russian Association for the Protection of Investors' Rights |
| Specialized registrar | International rating agencies (Standard & Poor's, etc.) |
| Corporate Secretary | Global Corporate Governance Forum |
| Regional, local authorities | Court of Arbitration |
| Federal Antimonopoly Service of Russia | |
| Institute professional auditors | |
| Organization for Economic Cooperation and Development (OECD) |
To objects of corporate governance can be attributed:
Ø Ownership structure and influence (transparency of the ownership structure, ownership concentration and shareholder influence).
Ø The rights of shareholders (the procedure for holding a meeting of shareholders and coordination, property rights, measures to protect against takeovers).
Ø Transparency of information disclosure and audit (content of disclosed information, timeliness and availability of disclosed information, audit process).
Ø Distribution of responsibilities and powers in terms of decision-making, including a hierarchical decision-making structure.
Ø The structure and effectiveness of the work of the board of directors (independence of the board of directors, the role of the board of directors).
Ø Corporate values, codes of conduct and other standards of good conduct.
Ø Strategies to evaluate the success of the entire enterprise as a whole and the contribution of an individual employee.
Ø Mechanisms of business relations with investors, major shareholders, representatives of senior management or other responsible persons who make important strategic decisions in the corporation.
Ø Mechanisms of interaction and cooperation between members of the board of directors, management and employees of the corporation.
Ø Risk management, as well as special risk control in cases where the conflict of interests of participants in corporate relations may be particularly significant.
Ø Incentives of a financial and managerial nature in the form of monetary rewards, promotions and other forms of motivation that encourage senior executives, middle managers and corporate employees to take a responsible and conscientious attitude to their duties and increase interest in work.
To minimize agency costs, reliable corporate governance mechanisms are needed - internal and external .
internal mechanisms board of directors and competition for powers of attorney from shareholders.
The board of directors is elected by the shareholders. He, in turn, appoints the executive management of the corporation accountable to him, acting as an intermediary between management and shareholders, regulating their relations.
Competition for powers of attorney from shareholders .
supreme body authorities in joint stock company is the general meeting of shareholders, or owners of the company. Decisions at general meetings of shareholders are made by majority vote. The higher the concentration of votes among a certain number of shareholders, the greater their influence on the decisions of the meeting.
All decisions of the meeting can be divided into three groups:
Decisions on the charter of the company,
on the choice of the composition of the board of directors and executive managers,
· decisions related to current corporate governance.
To control the activities of the company, it is necessary, first of all, to control the general meeting of shareholders.
A shareholder may participate in the general meeting both in person and through his representative. The representative of the shareholder participates in the general meeting on the basis of a power of attorney, which confirms given right and notarized. The shareholder has the right to appoint any person as his representative. Issues related to the procedure for issuing a power of attorney are regulated by special legislation (the Civil Code of the Russian Federation).
In countries with a developed stock market, often when convening a general meeting of shareholders, management asks them for a power of attorney for the right to vote their shares and, as a rule, with effective management of the company, receives one from the majority of shareholders. But in the event of poor management of the company, a group of shareholders may also try to obtain from a large number (or most) of other shareholders the power of attorney to participate in voting on their behalf and vote against the current composition of the senior management.
Necessary condition action of this mechanism is a high degree of dispersion of shares in the market. Otherwise, the company's management can block the dissatisfied part of the shareholders by reaching certain agreements with the owners of large blocks of shares.
Due to the high concentration of ownership and the small volume of shares freely traded on the market, the use of this mechanism in Russian conditions is rather limited. However, domestic corporate practice has examples of how obtaining powers of attorney from a significant group of shareholders was used to intercept control over the company by one group of shareholders from another, with the replacement of the board of directors and executive management.
In Russian conditions, managers - owners use the following methods to ensure control over votes at a general meeting of shareholders:
· redemption of the company's shares at the expense of the company's funds with the subsequent sale of shares on the condition of voting on the instructions of managers;
· introduction of material and administrative sanctions against employees - owners of shares who are going to sell their shares, or those who can vote against the company's managers at a general meeting;
· Involvement of local authorities to introduce administrative restrictions on the activities of intermediaries who buy shares of employees;
· the introduction of restrictions in the charter of the company on the ownership of a certain number of shares by one person (legal or natural).
To external mechanisms controls include government regulation, the corporate securities market, the corporate control market, and bankruptcy.
State regulation related to the legislative aspects of the functioning of corporations and bankruptcy procedures. The state establishes the standards of corporate activity: the accounting system and the principles of audit.
The corporate securities market is a space that organizes investment processes and provides mechanisms for the creation and exchange of financial assets. It is here that the market price of the share capital of companies is formed, which has a significant disciplining effect on management.
In the corporate control market, there is a process of transfer of ownership and control over firms from one group of shareholders and management to another. The fact is that the stock market reflects only the transfer of property rights. With a certain concentration of ownership, it becomes possible to gain control over the corporation. In this case, the owner can change management and restructure the company in order to increase its value. Such an operation
makes sense if the company's capital is undervalued by the stock market, which is most often associated with inefficient management.
The bankruptcy tool is used by creditors in the event that the company is unable to meet its obligations and creditors do not approve the plan for overcoming the crisis, proposed by the company's management. The decisions made are oriented towards the interests of creditors, and the requirements of shareholders in relation to the company's assets are satisfied last.
The purpose of the bankruptcy procedure is to recover losses to creditors and transfer inefficiently managed property into the hands of efficient new owners.
Bankruptcy proceedings may result in:
· Liquidation of company;
· change of the owner of the company;
sale of the company as property complex;
settlement agreement with creditors;
· financial "recovery" of the company.
In bankruptcy proceedings, management and the board of directors lose control over the company, which passes to a court-appointed liquidator or bankruptcy trustee.
Russian companies use the bankruptcy procedure as a effective tool blackmail, which may lead to a takeover or sale of part of the company's assets. In advance, accounts payable are created, sufficient to apply to the judicial authorities. A new arbitration manager is appointed, in collusion with the group. He addresses the owner with a proposal to conclude a "settlement agreement" on certain conditions. Otherwise, the bankruptcy procedure is brought to an end, the property of the JSC is sold to new owners, and the money goes to creditors involved in extortion. The use of this mechanism for the implementation of the bankruptcy procedure is possible due to the high degree of corruption in Russia.
Information support of the corporate governance system consists of internal and external support .
External information support represented by the following regulatory documents: Civil Code Russian Federation, Law on Joint Stock Companies, Law on the Securities Market, regulations of the FCSM of Russia, additional legal acts (on taxes, bankruptcy, etc.), stock exchange listing rules.
The creation of a corporate governance system in the company is carried out taking into account the provisions of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies” (as amended on December 1, 2007, January 1, 2008) and FCSM Code Russia, which is advisory in nature. Although, his recommendations have a certain force. If, for example, the presence of certain committees and services is not regulated by Law No. 208-FZ, then the Code may be recommended. This applies, for example, to the position of corporate secretary or control and audit service.
Internal information support.
The company's management has broad powers to create a corporate governance system based on a thorough study of the charter and other internal documents, as well as on the basis of the development of the company's own Code. Charters and others internal documents companies with the status of OJSC are binding and are considered by the courts as a source of law governing the activities of the company along with Law No. 208-FZ and securities laws. But the charters and internal documents of the company should not conflict with the current legislation.
The company's internal documents include the charter, corporate governance code, regulation on the board of directors, regulation on the audit committee, regulation on the corporate governance committee, regulation on the human resources and remuneration committee, regulation on the strategic planning and finance committee, regulation on executive bodies, regulation on the corporate secretary, regulation on the general meeting of shareholders, regulation on dividend policy, regulation on information policy, regulation on the audit commission, regulation on risk management, regulation on internal control. And also, agreements with members of the board of directors, an agreement with the general director, an agreement with the corporate secretary, minutes of the meeting of the board of directors, schedules for preparing an extraordinary general meeting of shareholders.
Additional documents make it possible to regulate in more detail the procedure for the activities of governing bodies and reduce the volume of the charter, taking into account the complexity of the procedure for making changes and additions to it. In a number of articles of Law No. 208-FZ, the phrase “... unless otherwise provided by the charter of the company” is quite common. This clause represents a wide field of activity for the board of directors in the field of corporate governance
The table provides an aggregated list of issues on which the governing bodies of an industrial organization can establish their own standards.
Table 2.3.2.
List of corporate governance issues subject to independent detailing in the charter and other internal documents of the company
| Parameter | Issues of corporate governance subject to independent detailing in the charter and other internal documents of the company |
| Timing |
|
| Order / method (regulations) | 5. Procedure for payment of dividends. 6. The procedure for the adoption by the general meeting of decisions on the order of its conduct. 7. Procedure for convening and holding meetings of the board of directors. 8. Procedure for the work of committees of the board of directors. 9. The procedure for electing the audit commission. 10. The procedure and grounds for electing new members of the board of directors in the event of early termination of the powers of the previous one. 11. The procedure for appointing employees of the control and audit service.
|
| Quantitative indicators | |
| Number of votes | 13. Quorum for holding a meeting of the collegial executive body. 14. Quorum for holding a repeated general meeting of shareholders in large joint-stock companies (the number of shareholders is more than 500 thousand), for example, at least 20% of the outstanding voting shares. 15. The number of votes required for the issue and placement of bonds and other securities convertible into shares, if the latter can be converted into 25% or more in previously placed ordinary shares of the organization.
|
| Restrictions | 17. Restrictions on the number of shares held by one shareholder and their total nominal value and restrictions on the maximum number of votes granted to one shareholder. 18. Limitation of the number of organizations in which members of the board of directors can simultaneously be included in its composition (no more than 5).
|
| Organizational structure of management | 20. Number of members of the board of directors, including independent directors (at least 3 or at least 1/4 of its members).
|
| Cost indicators | 22. Remuneration of executive and non-executive directors.
|
| Qualitative indicators | |
| Scope of authority / competence | 24. Competence of committees of the board of directors. 25. Powers of the board of directors to decide on the reduction of wages CEO and members of the management board in case of payment of dividends in an incomplete amount or at an unspecified date. 26. Assignment to the competence of the board of directors of approval of transactions in the amount of 10% or more of the book value of the organization's assets.
|
| Information Requirements | 29. List additional information about candidates for the bodies of the organization who are elected at the general meeting of shareholders. 30. List of information additionally included in the organization's annual report. 31. Notifying non-controlling shareholders of their right to sell their shares to a shareholder (or group of shareholders) holding at least 30% of ordinary shares.
|
| Other options | 33. Formation of the employees' corporatization fund from the net profit (funds are spent on the acquisition of the organization's shares sold by its shareholders for subsequent placement among employees). 34. Other pre-emptive rights granted by preferred shares (other than priority right to receive dividends compared to the holders of ordinary shares). 35. The possibility of a non-monetary form of payment for the shares of the organization upon their acquisition. 36. Cases when dividends are paid by the property of the organization. |
Issues for discussion:
1. What is the essence of the agency theory and agency costs?
2. What is the essence of the theory of accomplices? What economic entities can be classified as stakeholders?
3. What relations are included in the system of corporate relations?
4. What are the main subjects of corporate relations and their corporate interests?
5. What is the difference between the managerial approach to the essence of corporate governance and the approach from the point of view of economic theory?
6. Explain the contribution of A. Burley and J. Minza to the formation of the theory of corporate governance.
7. Explain the approach of the contract theory of the firm to corporate governance.
8. Explain the contribution of Rafael La Porta to the formation of the theory of corporate governance.
9. What is the essence integrated approach to the study of corporate governance issues?
10. What is the essence of the corporate governance system? What is its purpose?
11. What elements form the corporate governance system?
12. What is the difference between financial and non-financial participants in corporate relations?
13. What is the difference between internal and external corporate governance mechanisms?
14. How does the corporate governance mechanism “competition for powers of attorney from shareholders” work?
15. Why can the bankruptcy mechanism be classified as an external corporate governance mechanism?
16. What is the difference between internal and external information support corporate governance?
17. On what basis can a company establish its own organization procedure?
Test:
| The amount of losses for investors, which is associated with the division of ownership and control rights, with the mismatch of interests of the owners of capital and agents managing this capital, are called: a) transaction costs; b) transaction costs; c) agency costs. | |
| The conflict of interest "agent-principal" is due to the fact that: a) the actions of the agent are directed in the interests of the principal; b) the actions of the agent are directed in the interests of the agent-owner; c) the actions of the agent are directed in the interests of the manager. | |
| As a means of feedback, confirming the proper fulfillment of agency obligations, are: a) annual reports of managers; b) financial statements and external audit report; c) annual reports of the board of directors. | |
| The theory of discrepancy between the interests of a corporation and the interests of society is called: a) the theory of accomplices; b) the theory of agency costs; c) the theory of the Coase firm. | |
| The shareholder has the right to appoint as its representative: a) any person; b) only a member of the board of directors; c) a person who is a shareholder; d) company manager. | |
| Corporate governance studies the relationship: a) between major and minority shareholders; b) between the corporation (shareholders, managers) and external stakeholders (suppliers, consumers, creditors, government); c) between the shareholders and managers of the company, on the one hand, and the employees of the company, on the other; d) all of the above. | |
| The internal problem of agency relations is the conflict: a) between directors and shareholders, b) between managers; c) between major and minority shareholders. | |
| The structure of the company and its governing bodies - the board of directors, regulations for external and internal managerial interactions, selection and placement of managerial personnel reflect: a) the regulatory and legal aspect of corporate governance; b) organizational aspect of corporate governance; c) information aspect of corporate governance; d) cultural and ethical aspect of corporate governance. | |
| The rules reflected in the documents of the company create a) the institutional superstructure of the company; b) the institutional framework of the company; c) the institutional environment of the company. | |
| The institutional environment of the company is: a) the rules reflected in the documents of the company and the institutional superstructure; b) institutional base and institutional superstructure; c) institutions that are external to the company in question - centralized norms, rules and norms of national and business culture, rules of the business community, etc. | |
| In the process of forming the conditions for interaction, the following are involved: a) all participants in corporate relations; b) shareholders, members of the board of directors, senior managers; c) persons covered by the system of power relations. | |
| How economic discipline broader on the issues under consideration is: a) "management"; b) "corporate governance"; c) It is impossible to answer unambiguously. | |
| The problem of separation of control from ownership is considered for the first time in the work: a) A. Burley and J. Minza "The Modern Corporation and Private Property" in 1932; b) M. Jensen and W. Meckling "The Theory of the Firm..." in 1976 c) R. Coase "The Nature of the Firm" in 1937 | |
| The revolution of Rafael La Porta is due to the fact that he assigns the main role in the external mechanisms of corporate governance to: a) the stock market, which assesses the capitalization of the company; b) the board of directors; c) legal instruments. | |
| Criticism of Rafael La Porta is connected with the neglect in his theory of: a) the economic aspects of corporate governance, in particular, the aspects of competition; b) legal aspects; c) ethical aspects, norms of morality and social responsibility of business. | |
| An integrated and rating approach in corporate governance is typical for: a) the period of corporate governance inception; b) the period of the 1980s. c) the current stage of development of corporate governance. | |
| Financial participants in corporate relations include: a) banks, creditors; b) suppliers, personnel; c) regional and local authorities. | |
| Participants of corporate relations at the macro level are: a) board of directors; b) World Bank; stock exchanges, Corporate Governance Committee under the Russian Union of Industrialists and Entrepreneurs; c) shareholders: majority and minority. | |
| Concentration of ownership and influence on the part of shareholders refers to the object of corporate governance as: a) ownership structure; b) shareholder rights; c) disclosure transparency and auditing; d) the structure and performance of the board of directors. | |
| Internal control mechanisms include: a) corporate securities market; b) board of directors; c) the corporate control market. | |
| The process of transfer of ownership and control over firms from one group of shareholders and management to another is carried out: a) in the stock market; b) through intervention government agencies; c) in the corporate control market. | |
| The organizational structure of the corporation management is understood as: a) The holistic unity of the following elements: corporate control mechanisms, decision-making procedures, the degree of influence of the capital market on the internal management of the company, which are closely interconnected with the financial system operating in the economy, economic legislation, norms of economic behavior of the population, formed by the previous economic development b) Resistant to crisis situations and other negative manifestations, an integral set of internal and separate structural units located in a hierarchical sequence, determined by the mission and strategic goals of the corporation with the presence of vertical and horizontal relationships. |
Tasks for independent work:
Essay topics.
1. The essence of corporate governance: truth is born in disputes.
2. Correlation between the subject of management and the subject of corporate governance.
3. The contribution of Rafael La Porta to the formation of the theory of corporate governance.
4. Role economic factors and competition in research by Roe M.
5. Features of modern approaches to the study of corporate governance.
7. Insider and outsider information.
8. Regulatory requirements for information disclosure in Russia.
9. Corporate governance standards.
10. Relationship between disclosure and company value.
Currently, there is no single definition of "corporate governance". In theoretical terms, corporate governance can be discussed in various aspects, so there are many definitions of this concept.
Corporate Governance- a set of economic and administrative mechanisms through which the rights of joint-stock property are exercised and the structure of corporate control is formed; a system of interactions between the company's management, its board of directors, shareholders and other stakeholders to implement their interests.
In the Soviet Encyclopedic Dictionary, management is considered as "an element, a function of organized systems of various nature (biological, social, technical), ensuring the preservation of their specific structure, maintaining the mode of activity, and the implementation of their programs and goals." Social management - the impact on society in order to streamline it, maintain quality specifics, improve and develop. Distinguish between spontaneous management, the impact of which on the system is the result of the interaction of various forces, a mass of random individual acts, and conscious management, carried out by public institutions and organizations (the state, etc.).
Corporate governance - a variety social management. A corporation is a certain organized system, an element of which is management. Its essence is the impact on the corporation as a system public relations(organized system) in order to streamline them, preserve their specificity.
Corporate management is a conscious management, which is carried out by bodies specially formed in the corporation. Moreover, the bodies of the corporation are formed in the manner prescribed by law, and the law determines the delimitation of competence between these bodies. Therefore, corporate management is, first of all, management carried out on the basis of the law and internal documents of the corporation adopted in accordance with the law.
Thus, in a narrow sense, corporate governance (corporation management) is an impact on a corporation as an organized system, carried out by specially formed bodies acting within their competence.
In accordance with Art. 53 of the Civil Code of the Russian Federation, a legal entity acquires civil rights and assumes obligations through its bodies acting in accordance with the law and other legal acts, as well as founding documents. The bodies of a legal entity form and express its will, manage its activities.
Bodies of a legal entity - management bodies. Thus, the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies" provides that the charter of the company must contain the structure and competence of the management bodies joint stock company the way they make decisions.
In a broad sense, corporate governance is the relationship within the corporation and its relationship with the outside world, i.e. a system of relations between the governing bodies and the owners of the securities of the corporation (shareholders, owners of bonds and other securities), between the corporation and state bodies, as well as other interested parties, one way or another involved in the management of the issuer (company) as a legal entity.
The essence of corporate governance in a broad sense is the process of finding a balance between the interests of various corporation participants: shareholders and management, individual groups of persons and the corporation as a whole by implementing certain standards of behavior (ethical, procedural) accepted in the business community by the corporation participants.
The corporate governance model is a classic triangle: shareholders (general meeting) - board of directors (supervisory board) - sole (collegiate) executive agency society.
In the literature, the participants in the system of corporate relations are divided into two large groups: the joint-stock company itself and the shareholders of this company. These groups include:
- - management of the corporation (issuer);
- - large shareholders (majority);
- - minority shareholders (owning a small number of shares);
- - holders of other securities of the issuer;
- - creditors and partners who are not owners of the issuer's securities;
- - federal executive authorities, executive authorities of the constituent entities of the Russian Federation, as well as local governments.
The interaction of these groups gives rise to the main conflicts in the field of corporate governance, which lead to the violation of the rights and interests of each of them. In addition, it must be taken into account that shareholders can be both individuals and legal entities, which complicates the system of corporate relations, makes it quite complex, with many different connections between the elements of this system.
Different members of the corporation have their own different interests. Differences in the interests of participants within the same economic society is not yet a conflict. But, as soon as the carriers of different interests take certain actions aimed at the realization of their interests, at achieving goals that are different from the goals of other participants in corporate relations, a conflict arises, i.e. clash, disagreement, confrontation of the parties.
The conflict of interest in a corporation is primarily related to the separation of ownership from management. Managers in corporations are not always their owners. The interests of managers are to maintain the strength of their position, and their efforts are concentrated on the operational activities of the corporation. The discrepancy between the interests of managers and owners of shares, large and small shareholders, managers and state bodies is the main problem in corporate relations.
Corporate Governance is a set of measures carried out by both foreign and Russian companies to protect the interests of owners and, ultimately, to increase the value of the company and attract investment.
If in the West corporate conflicts are mainly expressed in the contradiction between the interests of managers and shareholders, then in Russia there is often an infringement of the rights of minority shareholders by majority shareholders.
In the management of corporate relations, a certain balance of interests of the majority and minority shareholders, the society itself and the state must be found. Such an impact on corporate relations, which provides a balance of interests of various participants in these relations, minimizes conflicts of their interests, ensures the sustainable existence of corporate relations, and their progressive development is corporate governance. Therefore, in the broadest sense, corporate governance includes in general all relations that in one way or another affect the position of shareholders and the behavior of the joint-stock company itself. In such a broad sense, corporate governance is identical to corporate behavior, i.e. interaction of participants in corporate relations between themselves and the outside world - the business community, the local population, government agencies.
Let's pay attention to the principles of corporate governance. The principles of corporate governance are the initial principles underlying the formation, functioning and improvement of the company's corporate governance system.
The main principles of corporate governance were set out in the OECD Corporate Governance Principles, signed by ministers at the OECD Council Ministerial meeting on 26-27 May 1999.
The OECD Corporate Governance Principles are advisory in nature and can be used by governments as a starting point for assessing and improving current legislation, as well as by corporations themselves to develop corporate governance systems and best practices.
In accordance with the Principles, the corporate governance structure of a company should ensure:
- - protecting the rights of shareholders;
- - equal treatment of shareholders;
- - recognition of the rights of interested parties provided for by law;
- - timely and accurate disclosure of information on all material issues relating to the corporation;
- - effective control of the administration by the board (supervisory board), as well as the accountability of the board to shareholders.
Economic factors are decisive in the formation of legislation, including legislation in the field of corporate governance.
It is known that "the legislature does not create the law - it only discovers and formulates it"; public relations emerge from the socio-economic relations that they fix and shape. Socio-economic relations are formed objectively, but as they are known ("discovered"), one can approach the conscious management of them. In other words, society (including the economy) can only be influenced indirectly, creating conditions for its development in the required direction. In terms of economics, this is the creation competitive environment, in which entrepreneurial activity is carried out, the establishment of uniform market "rules of the game", stable public requirements.
In order to improve corporate governance, the Ministry of Economic Development of Russia at the end of 2003 came up with an initiative to create an Expert Council on Corporate Governance. The most authoritative experts in the field of corporate governance, leading representatives of schools of corporate and financial law in Russia are included as members of the Council. The functions of the Chairman of the Council are assigned to the Deputy Minister. The objectives of the Council are to conduct an independent expert assessment of the regulatory legal acts adopted in the Russian Federation and develop recommendations in the field of corporate governance.
AT scientific literature I met different interpretations of corporate governance. I will cite some of them.
Corporate governance is a system of relationships between company managers and their owners (shareholders), as well as other interested parties, on issues related to ensuring the efficiency of the company's activities and ensuring the interests of owners and other interested parties.
Corporate governance is a process in accordance with which a balance is established between economic and social goals, between individual and public interests.
Corporate governance is a type of economic management of corporate
associations. Its main functions are strategic planning development included in the corporation business units, and the corporation as a whole by types of products, works and services. Also by them in terms of production volumes, its renewal and development of types of production and technology, the use and reconstruction of equipment, the achievement of competitive advantages in the markets for new products and traditional markets, ensuring sustainable growth in labor productivity, improving organizational structure corporation and communication relations between its elements and bringing them into line with changes in the sphere of production and market conditions.
But don't think that corporate governance is just corporate governance. In a broad sense, under the concept of "corporate governance", related to the concept of "corporation", we mean management, characterized by a high level of organization, with its inherent special principles. The main corporate governance standards adopted by many corporations in developed countries are enshrined in the Fundamental Provisions of Corporate Governance of the OECD (Organization for Economic Cooperation and Development). Basically, these principles boil down to the following:
Maintaining a balance of interests of certain categories of shareholders;
Shareholders' control over the activities of the executive bodies and the board of directors of joint-stock companies;
Clear delineation of competencies between the management bodies of joint-stock companies (general meeting of shareholders, board of directors and executive body);
Ensuring transparency of activities and decision-making by all management bodies of joint-stock companies;
Independence of control bodies of joint-stock companies.
Corporate governance in the narrow sense is a system of rules and incentives that encourage company managers to act in the interests of shareholders.
In economic theory, there is no evidence that the "correct" corporate governance necessarily ensures the high competitiveness of the company. For example, many large "family" companies that do not meet corporate governance standards are quite competitive. It is believed that corporate governance insures against abuse, but makes companies less flexible.
At the same time, companies that comply with corporate governance standards have an undoubted advantage in attracting investments (for example, through an IPO). According to investors, good corporate governance ensures the honesty of management and transparency of the company's activities, so the risk of losing funds is significantly reduced.
For companies from developing countries, corporate governance is especially important, as international investors are especially concerned about the integrity and businesslike qualities of their management. Studies show that the capitalization of companies with good corporate governance is significantly higher than the market average. This difference is especially great for the Arab countries, Latin American countries (except Chile), Turkey, Russia, Malaysia, and Indonesia.
In turn, the subjects of corporate governance are understood as: managers, shareholders and other interested parties (creditors, employees of the company, partners of the company, local authorities).
All participants in corporate relations have common goals, including:
1. the creation of a viable profitable company that provides the production of high-quality goods and jobs, as well as having high prestige and an impeccable reputation;
2. increase in the value of the company's tangible and intangible assets, the growth of its share prices and ensuring the payment of dividends;
3. gaining access to external financing(capital markets);
4. gaining access to labor resources(cadres of managers and other employees);
5. increase in jobs and overall growth economy.
At the same time, each participant in corporate relations has its own interests, and the difference between them can lead to the development of corporate conflicts. In turn, good corporate governance contributes to the prevention of conflicts, and if they arise, their resolution through the processes and structures provided. Such processes and structures are the formation and functioning of various management bodies, regulation of relationships between them, ensuring equal treatment of all parties, disclosure of appropriate information, accounting and financial reporting in accordance with proper standards, etc. (Appendix 1)
What is the difference between the interests of subjects of corporate governance?
Managers receive the bulk of their remuneration, usually in the form of guaranteed wages, while other forms of remuneration play a much smaller role. They are interested, first of all, in the strength of their position, the stability of the company and reducing the risk of exposure to unforeseen circumstances (for example, financing the company's activities mainly through retained earnings, and not external debt). In the process of developing and implementing a development strategy, companies, as a rule, tend to establish a strong long-term balance between risk and profit. Managers are dependent on shareholders, represented by the board of directors, and are interested in renewing their contracts with the company. They also interact directly with a large number of groups with an interest in the activities of the company (company staff, creditors, customers, suppliers, regional and local authorities etc.) and are forced to take into account, to one degree or another, their interests. Managers are under the influence of a number of factors that are not related to the tasks of increasing the efficiency and value of the company or even contradict them (the desire to increase the size of the company, expand its charitable activities as a means of increasing personal status, corporate prestige, etc.).
In turn, shareholders can receive income from the company's activities only in the form of dividends (that part of the company's profit that remains after the company pays off its obligations), as well as by selling shares in the event of a high level of their quotations. Accordingly, they are interested in the high profits of the company and the high price of its shares. At the same time, shareholders bear the highest risks: non-receipt of income if the company's activities, for one reason or another, do not bring profit; in the event of bankruptcy, companies are compensated only after the claims of all other groups are satisfied. Shareholders tend to support decisions that lead to high profits for the company, but also associated with high risk. As a rule, they diversify their investments among several companies, so investments in one particular company are not the only (or even the main) source of income, and they also have the opportunity to influence the company's management in only two ways:
1. when holding meetings of shareholders, through the election of one or another composition of the board of directors and approval or disapproval of the activities of the company's management;
2. by selling their shares, thus influencing the share price, as well as creating the possibility of the company being taken over by shareholders who are unfriendly to the current management. Shareholders do not directly interact with the company's management and other interested groups.
There is another group of participants in corporate relations, called other interested groups (“accomplices”), including:
1. Lenders:
They receive profit, the level of which is fixed in the contract between them and the company. Accordingly, they are primarily interested in the stability of the company and guarantees for the return of the funds provided. Not inclined to support solutions that provide high profits, but are associated with high risks;
Diversify their investments among a large number of companies.
2. Employees of the company:
First of all, they are interested in the sustainability of the company and the preservation of their jobs, which are their main source of income;
They directly interact with management, depend on it and, as a rule, have very limited opportunities to influence it.
3. Partners of the company (regular buyers of its products, suppliers, etc.):
Interested in the stability of the company, its solvency and continuation of activities in a certain area of business;
Directly interact with management.
4. Local authorities:
First of all, they are interested in the stability of the company, its ability to pay taxes, create jobs, implement social programs;
Directly interact with management;
They have the ability to influence the activities of the company mainly through local taxes.
As you can see, the participants in corporate relations interact with each other in different ways, and the sphere of discrepancy between their interests is very significant. A properly built corporate governance system should minimize the possible negative impact of these differences on the process of the company's activities. The corporate governance system formulates and coordinates the interests of shareholders, formalizes them in the form of the company's strategic goals and controls the process of achieving these goals by corporate management.
The basis of the corporate governance system is the process of building and effectively exercising internal control over the activities of the company's managers on behalf of its owners (investors), because it was thanks to the funds provided by the latter that the company was able to start its activities and created a field for the activities of other interested groups.
The foregoing allows us to conclude that corporate governance has two aspects: external and internal. The external aspect focuses on the company's relationship with the socio-economic environment: government, regulators, creditors, securities market participants, local communities and other stakeholders. The internal aspect is focused on relationships within the company: between shareholders, members of the supervisory, executive and auditing bodies.
The corporate governance system is created to solve three main tasks facing the corporation: ensuring its maximum efficiency; attraction of investments; fulfillment of legal and social obligations.
A proper corporate governance system is needed, first of all, by open joint-stock companies with a large number of shareholders, doing business in industries with high growth rates and interested in mobilizing external financial resources in the capital market. However, its usefulness is undeniable for JSCs with a small number of shareholders, CJSCs and LLCs, as well as for companies operating in industries with medium and low growth rates. The introduction of such a system makes it possible to optimize internal business processes and prevent conflicts by properly organizing the relations of companies with owners, creditors, potential investors, suppliers, consumers, employees, representatives of state bodies and public organizations.
In addition, many firms sooner or later face limited domestic financial resources and the impossibility of a long-term increase in debt burden. 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
Effective corporate governance provides joint stock companies with the following benefits:
First, facilitating access to the capital market. The practice of corporate governance is one of the most important factors determining the ability of companies to enter domestic and foreign capital markets. The implementation of the principles of good corporate governance provides the necessary level of protection for the rights of investors, so they perceive well-managed companies as friendly and capable of providing an acceptable level of return on investment.
Second, lowering the cost of capital. Joint-stock companies that adhere to high standards of corporate governance can achieve a decrease in the cost of external financial resources used by them in their activities and, consequently, a decrease in the cost of capital in general. The cost of capital depends on the level of risk assigned to the company by investors: the higher the risk, the greater the cost of capital. One type of risk is the risk of violation of the rights of investors. When investor rights are well protected, the cost of equity and debt decreases. It should be noted that recently among investors providing borrowed capital(ie creditors), there is a clear trend to include corporate governance practices as a key criteria used in investment decision making. Therefore, the implementation of effective corporate governance can reduce the interest rate on loans and borrowings.
Corporate governance plays a special role in emerging markets, which do not yet have the same strong system of protection of shareholder rights as in countries with developed market economies. The level of risk and the cost of capital depend not only on the state of the country's economy as a whole, but also on the quality of corporate governance in a particular company. 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 industries.
Third, promote efficiency gains. As a result of improving the quality of corporate governance, the accountability system is being improved, thereby minimizing the risk of fraud by company officials and their transactions in their own interests. In addition, control over the work of managers is improving and the connection between the remuneration system of managers and the results of the company's activities is being strengthened, favorable conditions are being created for planning the succession of managers and sustainable long-term development of the company.
Proper corporate governance is based on the principles of transparency, accessibility, efficiency, regularity, completeness and reliability of information at all levels. If the transparency of the joint-stock company increases, investors get the opportunity to penetrate into the essence of business operations and decide on further cooperation.
Thus, compliance with corporate governance standards helps to improve the decision-making process that can have a significant impact on the efficiency of the company's financial and economic activities at all levels. High-quality corporate governance streamlines all business processes occurring in the company, which contributes to the growth of turnover and profit while reducing the amount of required capital investments.
Management methods should take into account the specifics of the subject of management and can be divided into:
administrative;
economic;
Legislative and regulatory legal;
organizational.
At the same time, these management methods can be divided into levels of application by management subjects:
· corporate;
the level of business areas of the corporation;
individual companies and departments.
The process of managing all these types of corporate entities will be built within the framework of the general management cycle, however, in accordance with the specifics of the management objects, this cycle can be transformed to improve the efficiency of the functioning of a particular corporate property object.
The lack of a unified understanding of the corporate governance model in the world emphasizes the fact that a deep reform is underway in this area right now. The growing role of the private sector, globalization and changing conditions of competition make the problem of corporate governance the most relevant in today's business world. The practice of corporate governance directly affects the inflow of foreign investments into the economies of countries, without the formation of an effective corporate governance system it is impossible to ensure the inflow of investments. That is why the problem of corporate governance for countries with economies in transition is extremely important.
The purpose of the training course is to study the basics of corporate governance, the system for protecting the rights and interests of shareholders and investors in order to increase efficient operation and increase the investment attractiveness of the company.
The objectives of the course are to master the system for ensuring the effective operation of the company, taking into account the protection of the interests of its shareholders, including the mechanism for regulating internal and external risks; consider forms of corporate control, one of the internal mechanisms of which is the board of directors; determine the role of independent directors in the management of a joint-stock company, the signs and factors of the formation of corporate governance in Russia.
In the introductory topic "Corporate Governance: Essence, Elements, Key Issues" Let's consider the essence of corporate governance, define the elements and highlight its key problems.
Corporate governance (in the narrow sense) is the process by which a corporation represents and serves the interests of investors.
Corporate governance (in a broad sense) is a process in accordance with which a balance is established between economic and social goals, between individual and public interests.
In a joint-stock company, such management should be based on the priorities of the interests of shareholders, take into account the implementation of property rights and generate a corporate culture with a set of common traditions, attitudes and principles of behavior.
under corporate governance in joint-stock companies is understood the system of relations between the management bodies and officials of the issuer, owners of securities (shareholders, owners of bonds and other securities), as well as other interested parties, one way or another involved in the management of the issuer as a legal entity.
Summarizing these definitions, we can say that the corporate governance system is an organizational model by which a joint-stock company must represent and protect the interests of its shareholders.
Thus, the area of corporate governance includes all issues related to ensuring the efficiency of the company, building intra- and inter-firm relations of the company in accordance with the adopted goals, protecting the interests of its owners, including the regulation of internal and external risks.
There are the following elements of corporate governance:
The ethical foundations of the company's activities, which consist in observing the interests of shareholders;
Achieving the long-term strategic goals of its owners - for example, high profitability in the long term, higher profitability than market leaders, or profitability above the industry average;
Compliance with all legal and regulatory requirements for the company.
Other than a company's compliance with legal and regulatory requirements, it is the market that controls corporate governance to a greater extent than the authorities. If the rules of good corporate governance are not followed, the company is threatened not with fines, but with damage to its reputation in the capital market. This damage will lead to a decrease in investor interest and a fall in stock prices. In addition, it will limit the opportunities for further operations and investments in the company by outside investors, as well as harm the company's prospects for issuing new securities. Therefore, in order to maintain investment attractiveness, Western companies attach great importance compliance with the norms and rules of corporate governance.
Among the key issues of corporate governance, we highlight the following:
Agency problem - mismatch of interests, misuse of authority;
Shareholders' rights - violation of the rights of minority (small) shareholders, concentrated control and the dilemma of insider control;
Balance of power - the structure and principles of the board of directors, transparency, composition of committees, independent directors;
Investment community - institutions and self-organization;
Professionalism of directors - strategically oriented system corporate governance, quality of decisions and professional knowledge of directors.
Topic "Theories and models of corporate governance" pay your attention to the fundamental principle of corporate governance - the principle of separation of ownership and control. The shareholders are the owners of the capital of the corporation, but the right to control and manage this capital essentially belongs to the management. At the same time, the management is a hired agent and is accountable to the shareholders. Unlike owners, management, having the necessary professional skills, knowledge and qualities, is able to make and implement decisions aimed at the best use of capital. As a result of the delegation of corporate management functions, a problem arises, known in the economic literature as the agency problem (A. Berle, G. Mine), i.e. when the interests of the owners of capital and the managers they hire to manage this capital do not coincide.
According to the contract theory of the firm (R. Coase, 1937), in order to solve the agency problem between shareholders as suppliers of capital and managers as managers of this capital, a contract must be concluded that most fully stipulates all the rights and conditions of the relationship between the parties. The difficulty lies in the fact that it is impossible to foresee in advance in the contract all the situations that may arise in the process of doing business. Therefore, there will always be situations in which management will make decisions on its own. Therefore, the contracting parties act in accordance with the principle of residual control, i.e. when management has the right to make decisions at its own discretion in certain conditions. And if the shareholders actually agree with it, then they may incur additional costs due to a mismatch of interests. These issues were considered very carefully by Michael Jensen and William Macling, who formulated the theory of agency costs in the 70s, according to which the corporate governance model should be built in such a way as to minimize agency costs. At the same time, agency costs are the amount of losses for investors that is associated with the division of ownership and control.
Thus, it can be said that the main economic reason for the emergence of the problem of corporate governance, as such, is the separation of ownership from the direct management of property. As a result of such a separation, the role of hired managers who directly manage the issuer's activities inevitably increases, as a result of which various groups of participants in relations that develop in connection with such management arise, each of which pursues its own interests.
After revealing numerous cases of discrepancy between the priorities of corporate managers and the interests of owners in Western countries, a discussion began. Many corporations prioritized growth over profitability. This was in the hands of ambitious managers and served their interests, but it was detrimental to the long-term interests of shareholders. When it comes to large corporations, the 80s. 20th century often referred to as the decade of managers. However, in the 90s. the situation has changed, and at the center of the debate are several theories of corporate governance that have been dominant in recent times:
- accomplice theories, the essence of which is the mandatory control of the company's management by all interested parties that implement the accepted model of corporate relations. It is also considered in the broadest interpretation of corporate governance as taking into account and protecting the interests of both financial and non-financial investors contributing to the activities of the corporation. At the same time, non-financial investors may include employees (specific skills for the corporation), suppliers (specific equipment), local authorities (infrastructure and taxes in the interests of the corporation);
- agency theory, which considers the mechanism of corporate relations through the toolkit of agency costs; comparative institutional analysis based on the identification of universal provisions of corporate governance systems when conducting cross-country comparison.
Many corporations (managed under the concept of shareholder value) focus on activities that can add value to the corporation (shareholder equity) and scale back operations or sell units that cannot add value to the company.
So, corporations concentrate on the key areas of their activities, in which they have accumulated the most experience. It can be added that good corporate governance as applied to Russian enterprises also implies equal treatment of all shareholders, excluding any of them from receiving benefits from the company that do not apply to all shareholders.
Let's consider the main models of corporate governance, define the main basic principles and elements, and give a brief description of the models.
In the field of corporate law, there are three main models of corporate governance that are typical for countries with developed market relations: Anglo-American, Japanese and German. Each of these models was formed over a historically long period and primarily reflects the specific national conditions of socio-economic development, traditions, and ideology.
Consider the Anglo-American model of corporate governance, typical for the US, UK, Australia.
The basic principles of the Anglo-American system are as follows.
1. Separation of the property and obligations of the corporation and the property and obligations of the owners of the corporation. This principle reduces the risk of doing business and creates more flexible conditions for attracting additional capital.
2. Separation of ownership and control over the corporation.
3. The behavior of the company, focused on maximizing the wealth of shareholders, is a sufficient condition for increasing the welfare of society. This principle establishes a correspondence between the individual goals of the providers of capital and the social goals of the economic development of society.
4. Maximizing the market value of the company's shares is a sufficient condition for maximizing the wealth of shareholders. This principle is based on the fact that the securities market is a natural mechanism that allows one to objectively establish the real value of a company and, therefore, measure the welfare of shareholders.
5. All shareholders have equal rights. The size of the share held by various shareholders can influence decision making. Generally speaking, it can be assumed that those who have a large stake in a corporation have more power and influence. At the same time, having great power, one can act to the detriment of the interests of small shareholders. A contradiction naturally arises between the equality of shareholders' rights and the much greater risk of those who invest large amounts of capital. In this sense, the rights of shareholders must be protected by law. Such shareholder rights include, for example, the right to vote in solving key issues such as mergers, liquidation, etc.
The main mechanisms for implementing these principles in the Anglo-American model are the board of directors, the securities market and the corporate control market.
The German corporate governance model is typical of the countries of Central Europe. It is based on the principle social interaction- all parties (shareholders, management, labor collective, key suppliers and consumers of products, banks and various public organizations) interested in the activities of the corporation have the right to participate in the decision-making process.
Metaphorically speaking, they are all on the same ship and are ready to cooperate and interact with each other, paving the course of this ship in a sea of market competition.
It is characterized by the following main elements:
Two-tier structure of the board of directors;
Stakeholder representation;
Universal banks;
Cross ownership of shares.
Unlike the Anglo-American model, the board of directors consists of two bodies - the management board and the supervisory board. The functions of the supervisory board include smoothing the positions of groups of participants in the enterprise (the supervisory board gives an opinion to the board of directors), while the board of governors (executive board) develops and implements a strategy aimed at harmonizing the interests of all participants in the company. The division of functions allows the board of governors to focus on the affairs of the enterprise.
Thus, in the German model of corporate governance, the main management body is collective. For comparison: in the Anglo-American model, the board of directors elects the general director, who independently forms the entire top-level management team and has the ability to change its composition. In the German model, the entire management team is elected by the supervisory board.
The Supervisory Board is formed in such a way as to reflect all the key business ties of the corporation. Therefore, bankers, representatives of suppliers or consumers of products are often present on supervisory boards. The same principles are adhered to by the labor collective when electing members of the Supervisory Board. This is not about the fact that half of the supervisory board - the workers and employees of the corporation. Labor collective elects such members of the supervisory board who can provide the greatest benefit to the corporation from the point of view of the workforce.
At the same time, German trade unions do not have the right to interfere in the internal affairs of corporations. They solve their problems not at the level of companies, but at the level of administrative territories - lands. If the unions seek to raise the minimum wage, then all enterprises in the Länder must comply with this condition.
It should be noted that the German commercial banks are universal and simultaneously provide a wide range of services (crediting, brokerage and consulting services), i.e. at the same time they can play the role of an investment bank, carrying out all the work related to the issue of shares.
The Japanese corporate governance model is characterized by social cohesion and interdependence rooted in Japanese culture and traditions. The modern model of corporate governance was formed, on the one hand, under the influence of these traditions, on the other hand, under the influence of external forces in the post-war period.
The Japanese corporate governance model is characterized by the following:
System of major banks;
Network organization of external interactions of companies;
Lifetime recruitment system.
The Bank plays an important role and performs a variety of functions (creditor, financial and investment analyst, financial advisor, etc.), so each company seeks to establish close relationships with it.
Each horizontal company has one main bank, vertical groups can have two.
At the same time, various informal associations - unions, clubs, professional associations - play an important role. For example, for FIGs, this is the Presidential Council of the group, whose members are elected from among the presidents of the main companies of the group with the formal goal of maintaining friendly relations between the heads of the companies. In an informal setting, there is an exchange of important information and a soft agreement on key decisions regarding the activities of the group. Key decisions are developed and agreed upon by this body.
The network organization of external interactions of companies includes:
Presence of network elements - councils, associations, clubs;
Practice of intragroup movement of management;
Electoral intervention;
Intra-group trading.
The practice of intra-group movement of management is also widespread. For example, an assembly plant manager may be seconded for a long period to a component supplier to solve a problem together.
The practice of electoral interference in management process often carried out by the main bank of the company, adjusting its financial position. Joint measures of several companies are practiced to bring out of the crisis state of any enterprise of the group. Bankruptcy of companies belonging to financial and industrial groups is a very rare phenomenon.
I would like to note the role of intra-group trading as a very important element of network interaction within the group, where the main role of trading companies is to coordinate the activities of the group to all aspects of trade. Since the groups are widely diversified conglomerates, many materials and components are bought and sold within the group. Trade transactions external to the group are also carried out through the central trading company. Therefore, the turnover of such companies, as a rule, is very large. At the same time, transaction costs are also very low. Therefore, the trade markup is small.
The model's lifelong employment system can be described as follows: "Once you appear in a working family, you remain a member forever."
Topic "Principles of Corporate Governance" the basic principles* developed by the Organization for Economic Cooperation and Development (OECD) are formulated. The nature and characteristics of the corporate governance system are generally determined by a number of general economic factors, macroeconomic policy, and the level of competition in the markets for goods and factors of production. The structure of corporate governance also depends on the legal and economic institutional environment, business ethics, awareness of environmental and public interests by the corporation.
There is no single corporate governance model. At the same time, work carried out at the Organization for Economic Co-operation and Development (OECD) has revealed some common elements underlying corporate governance. The OECD Guidance Document "Principles of Corporate Governance" defines the fundamental positions of the mission of corporations based on these common elements. They are formulated to cover various existing models. These "Principles" focus on the management problems that have arisen as a result of the separation of ownership from management. Some other aspects related to company decision-making processes, such as environmental and ethical issues, are also taken into account, but they are covered in more detail in other OECD documents (including the “Guideline” for transnational enterprises, the “Convention” and the “Recommendation on the fight against bribery”), as well as in the documents of other international organizations.
The extent to which corporations adhere to the basic principles of good corporate governance is becoming an increasingly important factor in investment decisions. Of particular importance is the relationship between corporate governance practices and the ability of companies to source funding from a much wider range of investors. If countries are to take full advantage of the global capital market and raise long-term capital, corporate governance practices must be convincing and understandable. Even if corporations do not rely primarily on foreign sources of funding, adherence to good corporate governance practices can increase domestic investor confidence, lower the cost of capital, and ultimately encourage more stable sources of funding.
It should be noted that corporate governance is also affected by the relationship between the participants in the governance system. Shareholders holding a controlling stake, which may be individuals, families, alliances or other corporations acting through a holding company or through mutual shareholding can significantly influence corporate behavior. As equity holders, institutional investors are increasingly demanding voting rights in corporate governance in some markets. Individual shareholders are generally reluctant to exercise their management rights and cannot help but worry about whether they are treated fairly by majority shareholders and management. Lenders play an important role in some systems of government and have the potential to exercise external control over the activities of corporations. Employees and other stakeholders make an important contribution to the long-term success and performance of corporations, while governments create the overall institutional and legal structures for corporate governance. The role of each of these actors and their interactions vary widely across countries. In part, these relations are regulated by laws and by-laws, and in part - by voluntary adaptation to changing conditions and market mechanisms.
According to the principles of corporate governance of the OECD, the corporate governance structure should protect the rights of shareholders. The main ones include: reliable methods of registration of property rights; alienation or transfer of shares; obtaining the necessary information about the corporation on a timely and regular basis; participation and voting at general meetings of shareholders; participation in board elections; share in corporate profits.
So, the structure of corporate governance should ensure equal treatment of shareholders, including small and foreign shareholders, for all should be provided with effective protection in case of violation of their rights.
The corporate governance framework should recognize the statutory rights of stakeholders and encourage active cooperation between corporations and stakeholders to create wealth and jobs and ensure the sustainability of the financial health of enterprises.
The financial crises of recent years confirm that the principles of transparency and accountability are the most important in the system of effective corporate governance. The corporate governance structure should provide timely and accurate disclosure of information on all material matters relating to the corporation, including the financial position, performance, ownership and management of the company.
In most OECD countries, extensive information is collected, both mandatory and voluntary, on publicly traded enterprises and large unlisted enterprises, and subsequently disseminated to a wide range of users. Public disclosure is usually required at least once a year, although in some countries such information is required to be provided semi-annually, quarterly, or even more frequently in case of significant changes in the company. Not content with minimum disclosure requirements, companies often voluntarily provide information about themselves in response to market demands.
Thus, it becomes clear that a strict disclosure regime is the main pillar of market monitoring of companies and is of key importance for shareholders to exercise their right to vote. The experience of countries with large and active stock markets shows that disclosure can also be a powerful tool to influence company behavior and protect investors. A strict disclosure regime can help raise capital and maintain credibility. stock markets. Shareholders and potential investors need access to regular, reliable and comparable information that is detailed enough to enable them to assess the quality of administration's management and to make informed decisions about the valuation, ownership and voting of shares. Insufficient or unclear information can impair the functioning of the market, increase the cost of capital and lead to an abnormal allocation of resources.
Disclosure also helps to improve public understanding of the structure and operation of enterprises, corporate policies and performance in relation to environmental and ethical standards, and the relationship of companies with the communities in which they operate.
Disclosure requirements should not place undue administrative burdens or unjustified costs on businesses. Nor is it necessary for companies to disclose information about themselves that could jeopardize their competitive positions unless disclosure of such information is required to make the most informed investment decision possible and not to mislead the investor. In order to determine the minimum information that must be disclosed, many countries apply the "concept of materiality". Material information is defined as information whose omission or misrepresentation could influence the economic decisions taken by users of the information.
Audited financial statements showing financial results activities and financial position of the company (as a rule, these include the balance sheet, income statement, income statement Money and notes to the financial statements) are the most common source of company information. The two main purposes of financial statements in their current form are to provide proper controls and a basis for valuing securities. The minutes of the discussions are most useful when they are read in conjunction with the accompanying financial statements. Investors are particularly interested in information that can shed light on the prospects for a business.
In addition to information about their business objectives, companies are encouraged to also disclose their ethics, environmental, and other public policy commitments. Such information can be useful to investors and other users of information in order to best assess the relationship between companies and the communities in which they operate, as well as the steps that companies have taken to achieve their goals.
One of the fundamental rights of investors is the right to receive information about the ownership structure in relation to the enterprise and the relationship of their rights with the rights of other owners. Often different countries require the disclosure of ownership data after reaching a certain level of ownership. Such data may include information about significant shareholders and other persons who control or may control the company, including information about special voting rights, agreements between shareholders for the ownership of controlling or large blocks of shares, significant cross-shareholdings and mutual guarantees. Companies are also expected to report related party transactions.
Investors require information about individual board members and principal officers so that they can evaluate their experience and qualifications, as well as the potential for conflicts of interest that could affect their judgment.
It should be noted that shareholders are also not indifferent to how the work of members of the board and chief executives is remunerated. Companies are generally expected to provide sufficient information on remuneration paid to board members and chief executive officers. officials(individually or collectively) to enable investors to properly evaluate the costs and benefits of remuneration policies and the impact of vested interest schemes, such as stock options, on performance.
Users financial information and market participants need information about significant risks that are reasonably predictable. Such risks may include risks associated with a particular industry or geographic area; dependence on certain types of raw materials; risks in the financial market, including risks associated with interest rates or exchange rates; risks associated with derivative financial instruments and off-balance sheet transactions, as well as risks associated with environmental liability.
Disclosure of information about risks is most effective if it takes into account the characteristics of the sector of the economy in question. It is also useful to report whether companies use risk monitoring systems.
Companies are encouraged to provide information on key matters relating to employees and other stakeholders that may have a material impact on the company's results of operations.
Topic "Corporate Control: Foundations, Motivation, Forms" the grounds and forms of control and the behavior of subjects (shareholders, financial institutions and organizations, etc.) in the relevant forms of control are considered.
Corporate control in the broad sense of the word, it is a set of opportunities to benefit from the activities of a corporation, which is closely related to such a concept as “corporate interest”.
Corporate governance is a permanent, successive provision of corporate interests and is expressed in corporate control.
The grounds for establishing corporate control may be:
Formation of an extensive and connected technological, industrial, marketing and financial chain;
Resource concentration;
Consolidation of markets or the formation of new markets, expansion of the share of corporations in the existing market;
Consolidation / formation of new markets or expansion of the corporation's share in the existing market;
Protecting the interests of the owner of capital, strengthening the position of managers, i.e. redistribution of rights and powers of subjects of corporate control;
Removal of competing corporations;
Increasing the size of the property, etc.
These most widespread bases operate throughout the history of joint-stock companies. The influence and role of each of them varies with time and economic conditions. However, the existence of grounds for establishing corporate control does not yet mean its actual implementation. In order for the existing structure of control to be changed, objective factors that ensure such a change must be accumulated.
Control is associated with the right to govern. own capital joint-stock companies, technological process, cash flows. In this sense, participation in the capital of a corporation, as well as the possession of licenses, technologies, scientific and technical developments, increase the possibilities of control. Access to financial resources and external financing plays an important role. For large joint-stock companies, there is a great dependence on sources of money capital, and therefore the institutions that ensure its concentration play a crucial role in strengthening corporate control.
At the same time, the interaction of a joint-stock company with other corporations is expressed in competition and rivalry of “corporate interests”. Different corporate interests, colliding, lead to the modification of corporate control and corporate governance objectives.
In turn, such a category as the motivation of corporate control is associated with the accumulation and concentration of opportunities that ensure corporate governance, through which the satisfaction of corporate interests is achieved. However, the motivation for control does not always come from the interests of some given corporation; this motivation can feed on the interests of other, competing corporations. It is also true that in the desire for control, interests external to the corporation can be traced, but at the same time they are quite close and “friendly”.
Let's consider the forms of corporate control: shareholder, managerial and financial, each of which is represented by different categories of legal entities and individuals.
Shareholder control represents an opportunity to accept or reject certain decisions by shareholders having the required number of votes. It is the primary form of control and reflects the interests of the shareholders of the company.
The implementation of corporate control, primarily shareholder control, makes it possible to make the investment process as direct as possible without the participation of credit institutions. However, the development of direct forms of investment complicates the individual investment choice, forcing a potential investor to seek qualified consultants and additional information. That is why the history of the corporation is constantly connected, on the one hand, with the maximum democratization of investment forms, and on the other hand, with an increase in the number of financial intermediaries represented by financial institutions.
Management control represents the ability of individuals and/or legal entities to provide management economic activity enterprises, succession management decisions and structures. It is a derivative form of corporate control from shareholder control.
Financial control is an opportunity to influence the decisions of the joint-stock company through the use of financial instruments and special funds.
The role of credit financial institutions consists in providing the corporation with financial resources, a mechanism for the circulation of funds. They either represent the ultimate owners of capital, acquiring shareholding control rights, shares, or lend to the enterprise from funds borrowed from the owners of cash savings. In both cases, there is an expansion of the direct sources of financing of society.
Thus, the primary function of credit and financial institutions is to lend to society. Financial control is formed on the basis of credit relations. Because of this, financial control is opposed to joint-stock control, as it is formed in the process of choosing between own and external sources of financing for a joint-stock company. The dependence of a joint-stock company on external sources of financing, as well as the expansion of such sources, increases the importance of financial control.
Development of credit and financial institutions and organizations and expansion of their role in financing entities entrepreneurial activity leads to the development of a relationship of control. The latter become more and more complex, being distributed over different levels. In the economy, a situation of universal dependence and responsibility is being formed:
corporations ---- before the shareholders, which may be large financial and credit organizations ---- before the owners of savings ---- before the corporation.
Especially the "democratization" of corporate control is facilitated by the development of pension and insurance savings systems in society. Private non-state pension funds, being formed on the basis of a large joint-stock company, accumulate significant long-term financial resources that can be invested in share capital corporations. From an economic point of view, pension funds are owned by their members, i.e. corporation employees. These funds are able to accumulate significant amounts of money and thus contribute to the development of shareholder control. Services for professional management The assets of pension funds are usually provided by financial institutions.
Similar situations develop in insurance companies.
In practice, on the one hand, there is a constant desire to unite all forms of control, on the other hand, the process of concentration of certain forms of control in different entities leads to a certain democratization of corporate control as a whole.
Establishing control over a corporation through a significant increase in both shareholder and financial control requires the diversion of significant financial resources. Wanting to establish control over a certain corporation, fund (bank) managers find themselves in a situation of a “conflict of interest”: clients and corporate ones. To avoid this, managers themselves either state institutions establish certain restrictions on the implementation of the corporate interests of those financial institutions that are responsible to the broad masses of individual owners of funds accumulated by these organizations. The state determines the framework for the participation of financial institutions in corporate control.
Topic "Boards of Directors and Executive Bodies of Issuers» schematically presents the structure of the board of directors and the characteristics of an independent board of directors in accordance with the OECD recommendations.
One of the internal mechanisms of control over the activities of management, designed to ensure the observance of the rights and interests of shareholders, is the Board of Directors, which is elected by the shareholders. The board of directors, in turn, appoints the executive management of the corporation, which is accountable for its activities to the board of directors. Thus, the board of directors is a kind of intermediary between the management and shareholders of the corporation, regulating their relations. In the Canadian and American systems, there is a practice of insuring board members against unexpected liability.
Schematically, the structure of the board of directors of a company is as follows (for example, in Canada):
1/3 - management;
Combining the positions of CEO and Chairman of the Board of Directors;
Leadership in corporate strategy - it is necessary, together with management, to develop a system of benchmarks to assess the success of the corporation's strategic plan, to ensure a collective understanding of the quality and reliability of decisions, without reducing the level of openness of the discussion of board members;
Active control over the activities of management - the board should be engaged in monitoring, motivating and evaluating the activities of management;
Independence - the objectivity of the board's judgments on the state of corporate affairs either due to the greater participation of board members - external directors, or the appointment of a person who does not belong to the management circle to the position of chairman of the board, the appointment of an independent "leader" of the board. Creation of specialized committees consisting exclusively of external directors (in the field of audit);
Control over the implementation of the audit - the board is responsible for ensuring openness and access to financial information, which requires the analysis and approval of the annual report, periodic interim reporting, and also assumes responsibility for the corporation's compliance with laws;
Control over the appointment of members of the board of directors - participation in the discussion of management when choosing members of the board at the annual meeting of shareholders does not have a decisive influence. In some OECD countries, this task is increasingly controlled by non-management board members;
Accountability to shareholders and society - it is necessary to assess and develop the internal and external "civil" responsibility of the corporation (corporate ethics);
Regular self-evaluation - through the establishment and implementation of performance criteria for its members and the self-evaluation process.
These seven principles relating to the role of the board should serve as the basis for company-specific initiatives to improve corporate governance.
In Russian practice, if you own 70% of the company's shares, you can add 7 members to the board of directors out of 9.
Among the criteria that apply to independent directors, the following can be distinguished:
Higher education, Doctor of Sciences;
Experience in a similar enterprise (for example, in Canada - 10 years);
Age up to 60 years (in Canada - 64-67 years);
Does not own any shares of this corporation;
Loyalty to management, i.e. independence of judgment and expression.
For example, in the board of directors confectionery factory"Red October" of the 19 members of the Board of Directors 6 are independent.
Both in the literature and in practice, among the most common causes of crises in an enterprise, management errors are singled out. There is a relationship between the number of independent directors and crisis monitoring: the smaller the quota of independent directors on the board of directors, the greater the likelihood of a crisis in management, and vice versa.
It should be noted that many issuers do not have provisions regulating the election and composition of boards of directors, establishing requirements for the competence of members of boards of directors, their independence, and for the forms of representation of small shareholders and external investors on the board of directors. Often there are situations when, in violation of the law, more than half of the board of directors consists of persons who are simultaneously members of the collegial executive body, and even meetings of these management bodies are held jointly.
Members of boards of directors, representing the interests of small shareholders or outside investors, are often excluded from objective information about the issuer, which is necessary for the effective exercise of their powers. The existing procedures for convening and holding meetings of the board of directors for most Russian issuers do not contain requirements for the procedure, timing and volume of information provided to members of the board of directors for decision-making, there are no criteria for evaluating the performance of members of the board of directors and executive bodies. As a result, neither the remuneration of the members of the board of directors and executive bodies, nor their liability in any way depend on the results of the financial and economic activity of the issuer.
At the same time, there are no specific rights of members of the board of directors, which does not allow members of the board of directors - minority representatives or independent directors - to receive the information necessary to exercise their powers.
Neither the charters nor internal documents of issuers, as a rule, contain a clear list of duties of members of the board of directors and executive bodies, which does not allow for the full implementation of legislative norms establishing liability for failure to fulfill such duties. In case of violations committed by the directors and managers of the corporation, shareholders should be able to bring a claim against the manager in bad faith, but in practice this rule is practically not applied.
Small shareholders face significant challenges in seeking legal protection against managerial misconduct, in particular the need to pay significant government fees.
According to the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies”, the board of directors of a company has the right to temporarily remove managers who, in its opinion, have made a mistake, without waiting for an extraordinary meeting of shareholders. This will, in our opinion, protect the rights major shareholders. In addition, Art. 78 of the Law expands the list of major transactions (including loans, pledges, credits and guarantees) related to the acquisition, alienation or the possibility of alienation by the company of 25% or more of property at the book value as of the last reporting date (except for purchase and sale transactions, and also transactions with placement by means of subscription (realization) of ordinary shares of the company). The general meeting and the board of directors will now make a decision not to commit, but to approve a major transaction.
On topic: "Peculiarities of corporate governance in the transitional economy of Russia" the distinctive features of the national model of corporate governance are highlighted. Institutional and integration trends in the process of market transformations in Russia have led to the formation of a corporate sector, including large industrial and industrial and commercial joint-stock enterprises, financial and industrial groups, holding and transnational companies, which to a greater extent determine the leading role in ensuring the country's economic growth.
The distinguishing features of the corporate governance system in Russia at present are the following:
Relatively high proportion of managers in large enterprises compared to world practice;
Rather low share of banks and other financial institutional investors;
In fact, there is no such national group of institutional investors as pension funds, which are the most important market players in developed countries with market economies;
The undeveloped securities market ensures low liquidity of the shares of most enterprises and the impossibility of attracting investments from the small business sector;
Enterprises are not interested in ensuring a decent reputation and transparency of information due to the underdevelopment of the stock market;
Relationships with creditors or shareholders are more important to business leaders than relationships with owners;
The most important feature is the "opacity" of property relations: the nature of privatization and the post-privatization period has led to the fact that it is virtually impossible to draw a clear line between the real and nominal owners.
Changing strategies of some Russian companies in the direction of ensuring the system of financial "transparency" resulted in an excessive increase in the costs of the transition to international financial reporting standards (IFRS), or "generally accepted accounting principles" (GAAP). In Russia, such companies as Gazprom, RAO UES of Russia, Yukos and others were among the first to make this transition. The reform of the accounting and financial reporting system will require significant material costs and time.
It should be noted that among the important factors that influence the formation of the national model of corporate governance, the following can be distinguished:
The structure of shareholding in a corporation;
The specifics of the financial system as a whole as a mechanism for transforming savings into investments (types and distribution of financial contracts, the state of financial markets, types of financial institutions, the role of banking institutions);
The ratio of sources of financing of the corporation;
Macroeconomic and economic policy in the country;
Political system (there are a number of studies that draw direct parallels between the structure of the political system "voters - parliament - government" and the model of corporate governance "shareholders - board of directors - managers");
History of development and modern features of the legal system and culture;
Traditional (historically formed) national ideology; established business practices;
Traditions and degree of state intervention in the economy and its role in regulating the legal system.
A certain conservatism is characteristic of any model of corporate governance, and the formation of its specific mechanisms is due to the historical process in a particular country. This means, in particular, that one should not expect rapid changes in the corporate governance model following any radical legal changes.
It should be emphasized that Russia and other countries with economies in transition are currently characterized only by formative and intermediate models of corporate governance, which depend on the chosen privatization model. They are characterized by a fierce struggle for control in a corporation, insufficient protection of shareholders (investors), insufficiently developed legal and state regulation.
Among the most important specific problems inherent in most countries with economies in transition and creating additional difficulties in the formation of corporate governance and control models, the following should be singled out:
Relatively unstable macroeconomic and political situation;
unfavorable financial condition a large number of newly created corporations;
Insufficiently developed and relatively inconsistent legislation in general;
Dominance in the economy of large corporations and the problem of monopoly;
In many cases, there is significant initial dispersion of share ownership;
The problem of “transparency” of issuers and markets and, as a result, the absence (underdevelopment) of external control over the managers of former state-owned enterprises;
Weak domestic and foreign investors who are afraid of many additional risks;
Absence (oblivion) of traditions of corporate ethics and culture;
Corruption and other criminal aspects of the problem.
This is one of the fundamental differences between the "classical" models that have developed in countries with developed market economies, which are relatively stable and have more than a century of history.
The direct and automatic transfer of foreign models to the “virgin” soil of transitional economies is not only pointless, but also dangerous for further reforms.
The Russian model of corporate governance is the following “Management Triangle”:
The essential point is that the board of directors (supervisory board), exercising the function of control over management, must itself remain an object of control.
For the majority of large Russian joint-stock companies, the following groups of participants in relations that make up the content of the concept of "corporate governance" can be distinguished:
Management, including the sole executive body of the issuer;
Major shareholders (owners of a controlling stake in voting shares of the company);
Shareholders owning an insignificant number of shares (“minority” (small) shareholders);
Owners of other securities of the issuer;
Creditors who are not owners of the issuer's securities;
State authorities (of the Russian Federation and constituent entities of the Russian Federation), as well as local governments.
In the process of corporate management activity, a “conflict of interest” arises, the essence of which is not always correctly understood by the managers and employees of the enterprise: it does not consist in the very fact of violating the “corporate interest” in favor of an individual or group, but in the possibility of a situation arising when the question arises of choosing between the interest of the corporation as a whole and any other interest. In order to avoid such a conflict, the task of corporate governance is to prevent the likelihood of changes in the hierarchy of interests and target functions of participants by managerial, technological, organizational means.
QUESTIONS FOR SELF-CHECKING
1. Define the essence and elements of corporate governance.
2. Expand the content of the basic theories of corporate governance.
3. List the main characteristics of the Anglo-American, German and Japanese models of corporate governance.
4. Describe the basic principles of corporate governance and evaluate the effectiveness of their operation in the management of Russian joint-stock companies.
5. Define the main forms of corporate control.
6. What are the main characteristics of an independent board of directors? Determine, in your opinion, the most acceptable of them for the board of directors of Russian companies.
7. Expand the features of the national model of corporate governance. What are the main difficulties of its formation?
1. Bakginskas V.Yu., Gubin EM. Management and corporate control in joint-stock companies. M.: Jurist, 1999.
2. Bocharov V.V., Leontiev V.E. Corporate Finance. St. Petersburg: Peter, 2002.
3. Lvov Yu.A., Rusinov V.M., Saulin A.D., Strakhova O.A. Management of a joint stock company in Russia. M .: OAO Printing House Novosti, 2000.
4. Management modern company/ / Ed. B. Milner, F. Liis. M.: INFRA-M, 2001.
5. Khrabrova I.A. Corporate Governance: Integration Issues "Affiliates, Organizational Design, Integration Dynamics". M.: Ed. house "Alpina", 2000.
6. Shein V.I., Zhuplev A.V., Volodin A.A. Corporate management. Experience of Russia and the USA. M .: OAO Printing House Novosti, 2000.
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Tutorial output:
Fundamentals of management: modern technologies. Teaching aid / ed. prof. M.A. Chernyshev. Moscow: ICC "MarT", Rostov n / D: Publishing Center "MarT", 2003-320 p. (Series "Economics and Management".).
