Types and forms of corporate governance. Corporate Governance. Topic: Corporate Governance

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Minsk branch of the state educational institution higher professional education "Moscow State University Economics, Statistics and Informatics (MESI)"

Test

in the discipline "Quality Management"

Option 20.

Topic: Corporate governance.

StudentSachishina Yu.V.

SupervisorZenchenko S.A.

Minsk 2009

Introduction

Conclusion

Introduction

Today, the future of companies is largely, if not mostly, determined by the quality corporate governance, which is considered as one of effective ways increasing the investment attractiveness of companies and, as a result, improving the investment climate in the country.

On the one hand, corporate governance includes the procedures for exercising the rights of shareholders, the duties of the board of directors and the responsibility of its members for decisions made, the level of remuneration of the top management of the company, the procedure for disclosing information and the system financial control, on the other hand, it implies the activities of state regulators and other authorized bodies and organizations aimed at regulating the specified sphere of relations, on the third, this is the activity rating agencies, which, by assigning certain estimates, form the investor's idea of ​​the investment attractiveness of the company.

However, at its core, corporate governance is the process of finding a balance between the interests of shareholders and management, in particular, and the interests of certain groups of individuals and the company as a whole, through the implementation by market participants of a certain system of ethical and procedural standards of conduct adopted in the business community.

It should be said that the effectiveness of corporate governance requires compliance with the following conditions:

Awareness of the subject of corporate governance;

Determining the legal force and status of corporate governance codes;

Constant monitoring of changes in the system of corporate relations in order to timely review the relevant standards.

Economists interpret the concept of "corporate governance" in two ways. On the one hand, these are the relations within which the enterprise is regulated and managed. These are organizational issues, managerial talent, know-how. On the other hand, corporate governance is a system that regulates the distribution of rights and responsibilities among the various participants in an enterprise, such as the board, supervisory board, shareholders and employees.

Purpose of execution control work is the study theoretical foundations corporate governance.

1. Corporate governance: basic concepts

For a correct understanding of corporate governance, it is necessary to first consider such historically important concepts as corporatism, corporation.

Corporatism is co-ownership of the property of the corporate community or partnership, contractual relations in the satisfaction of personal and public interests. Corporatism is a compromise management in order to ensure a balance of interests 11 Rusinov F.M., Popova E.V. The theory of corporate management of the unstable state of the economy. - M .: publishing house Ros. economy acad., 1999. . The ability to achieve a relative balance of interests on the basis of consensus and compromise is a hallmark of the corporatist model.

The concept of "corporation" - derived from corporatism - is interpreted as a set of persons united to achieve common goals. So, a corporation is:

firstly, a set of persons united to achieve common goals, carry out joint activities and form an independent subject of law - a legal entity;

secondly, a form of organization widespread in developed countries entrepreneurial activity, which provides for shared ownership, legal status and the concentration of management functions in the hands of the highest standard of professional managers (managers) working for hire.

Most often, corporations are organized in the form of a joint-stock company, which is characterized by the following four characteristics of the corporate form of business:

The autonomy of the corporation legal entity;

· limited liability of each shareholder;

· the possibility of transferring shares owned by shareholders to other persons;

centralized management of the corporation.

Corporate management and corporate governance are not the same thing. The first term refers to the activity professional specialists during business transactions. In other words, management is focused on the mechanics of doing business. The second concept is much broader: it means the interaction of many individuals and organizations related to the most diverse aspects of the functioning of the company. Corporate governance is at a higher level of company management than management.

A single definition of corporate governance (corporate governance) today in world practice does not exist. There are various definitions of corporate governance, including:

The system by which they manage and control commercial organizations(OECD definition);

the organizational model by which the company represents and protects the interests of its shareholders;

The system of management and control over the activities of the company;

· system of accountability of managers to shareholders;

· balance between social and economic goals, between the interests of the company, its shareholders and other stakeholders;

a means of ensuring a return on investment;

a way to improve the efficiency of the company, etc.

In April 1999, in a special document approved by the Organization for Economic Cooperation and Development (OECD) (it unites 29 countries with developed market economies), the following definition of corporate governance was formulated: "Corporate governance refers to the internal means of ensuring the activities of corporations and control over them ... One of the key elements for improving economic efficiency is corporate governance, which includes 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 defines the mechanisms by which the goals of the company are formulated, the means of achieving them and controlling its activities are determined.. The five main principles of good corporate governance were also detailed there:

1. The rights of shareholders (the corporate governance system should protect the rights of shareholders).

2. Equal treatment of shareholders (the corporate governance system should ensure equal treatment of all shareholders, including small and foreign shareholders).

3. The role of stakeholders in the management of the corporation (the corporate governance system should recognize the statutory rights of stakeholders and encourage active cooperation between the company and all stakeholders in order to increase social wealth, create new jobs and achieve financial sustainability of the corporate sector).

4. Disclosure of information and transparency (the corporate governance system should ensure the timely disclosure of reliable information about all significant aspects of the functioning of the corporation, including information about financial position performance, ownership structure and management structure).

5. Responsibilities of the board of directors (the board of directors provides strategic guidance to the business, effective control over the work of managers and is obliged to report to shareholders and the company as a whole).

Very briefly, the basic concepts of corporate governance can be formulated as follows: justice(principles 1 and 2), a responsibility(principle 3), transparency(principle 4) and accountability(principle 5).

2. Participants in corporate governance

In order to start a conversation about corporate governance, it is necessary to consider which organizations this term applies to (organizations with shareholders, a board of directors and a board.) Such companies can be divided into three types based on the history of their emergence, which entailed a certain ownership structure .

The first type is organizations whose shares are owned by their employees. During the enterprise privatization campaign, many organizations were privatized by workers. In this case, the majority stake, as a rule, is owned by the heads of these organizations.

The second type is organizations, part of the shares of which is owned by the state, organizations in relation to which the state uses a special right (has a “golden share”) can be attributed to the same type.

The third type is organizations whose shares were fully or partially bought out by new owners (investors - individuals or legal entities), or organizations created by the owners themselves and having the organizational form of joint-stock companies.

In order to understand the complex nature of the relationships that the corporate governance system is designed to regulate, let us consider who are their participants.

The main participants in corporate relations in joint stock companies are owners and managers of joint stock property. The key role in corporate relations of owners and managers of joint-stock property follows from the fact that the former made non-repayable investments, providing the company with the most favorable conditions a significant part of the capital it needs, taking on the greatest, in comparison with all other participants in corporate relations, risks, and how this capital will ultimately be used depends on the activities of the latter.

At the same time, summarizing the interests of the main groups of participants in corporate relations, the following most significant differences between them can be distinguished:

Managers:

They receive the bulk of their remuneration, as a rule, in the form of a guaranteed salary, while other forms of remuneration play a much smaller role.

They are primarily interested 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 from retained earnings, and not external debt).

They concentrate their main efforts in the company in which they work.

They depend on the shareholders represented by the board of directors and are interested in renewing their contracts to work in the company.

Directly interact with a large number of groups showing an interest in the company's activities (company personnel, creditors, customers, suppliers, regional and local authorities etc.) and are forced to take into account, to one degree or another, their interests.

They are influenced by 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.).

Shareholders (shareholders):

They can receive income from the company 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.

They bear the highest risks: 1) non-receipt of income if the company's activities, for one reason or another, do not bring profit; 2) in the event of bankruptcy, companies receive compensation only after the claims of all other groups are satisfied.

They tend to support decisions that lead to high profits for the company, but also associated with high risk.

They have the opportunity to influence the management of the company in only two ways: 1) during 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, thereby affecting the share price, as well as creating the possibility of the company being taken over by shareholders who are unfriendly to the current management.

They do not directly interact with the company's management and other interested groups.

· Lenders (including holders of corporate bonds):

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. They are not inclined to support solutions that provide high profits, but are associated with high risks.

Diversify their investments among a large number of companies.

· Company employees:

First of all, they are interested in the stability 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.

· 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 particular area of ​​business.

· Government:

First of all, they are interested in the stability of the company, its ability to pay taxes, create jobs, and implement social programs.

Directly interact with management.

They have the ability to influence the activities of the company mainly through local taxes.

3. Mechanisms of corporate governance

The main corporate governance mechanisms used in countries with developed market economies: part in the Board of Directors; hostile takeover ("market of corporate control"); obtaining powers by proxy from shareholders; bankruptcy.

Participation in the board of directors

The basic idea of ​​the board of directors is to form a group of persons who are free from business and other relationships with the company and its managers and who have a certain level of knowledge about its activities, who exercise supervisory functions on behalf of the owners (shareholders/investors) and other interested groups.

The effectiveness of the board of directors is due to the achievement of a balance between the principles of accountability and non-interference in the current activities of management.

hostile takeover

The point of this mechanism is that shareholders who are disappointed in the performance of their company are free to sell their shares. If such sales become massive, the fall in the market value of the shares will allow other companies to buy them up, and, having thus received a majority of votes at the shareholders' meeting, replace the old managers with new ones who will be able to realize the company's full potential.

Competition for powers of attorney from shareholders

The practice adopted in countries with a developed stock market provides that the management of the company, notifying shareholders of the upcoming general meeting, asks them for a power of attorney for the right to vote with their number of votes (one share gives the shareholder the right to one vote) and usually receives one from the majority of shareholders . However, a group of shareholders or others who are dissatisfied with the management of the company may also try to get a large number (or majority) of other shareholders of the power of attorney to participate in voting on their behalf and to vote against the current management of the company.

Bankruptcy

This method of control over the activities of the corporation, as a rule, is used by creditors in the event that the company is unable to make payments on its debts and the creditors do not approve the plan for overcoming the crisis, proposed by the company's management. Under this mechanism, decisions are oriented primarily to the interests of creditors, and the requirements of shareholders in relation to the company's assets will be satisfied last. Management personnel and the board of directors lose control over the company, which passes to a court-appointed liquidator or receiver. Of the previously listed four main corporate governance mechanisms, bankruptcy is the form most commonly used in extreme cases. In the process of bankruptcy, as is known, the interests of creditors have priority, and the requirements of shareholders in relation to the company's assets are satisfied last.

4. Key elements of an effective corporate governance system

Research by the Organization for Economic Cooperation and Development has identified four key principles for effective corporate governance:

honesty: investors must be sure that their property is reliably protected from expropriation;

transparency: enterprises must disclose accurate and complete information about their financial position in a timely manner;

accountability: the managers of the enterprise must be accountable to the owners or their appointed managers and auditors.

a responsibility: businesses must comply with the laws and ethical standards society.

The main elements of an effective corporate governance system include:

external (country) factors:

the general state of the economy;

cultural traditions;

regulatory legal acts and mechanisms for their implementation: legislation on the creation and operation of enterprises of various organizational and legal forms of ownership, legislation on the protection of investors' rights, bankruptcy legislation, legislation on the securities market;

regulation of the securities market;

information infrastructure: standards for financial reporting, auditing, requirements for completeness, reliability and timeliness of information disclosure;

markets: equity and loan capital, labor (especially managerial), etc.

internal factors (enterprise factors):

constituent documents of the enterprise: the rights of shareholders and creditors to participate in the adoption of key strategic decisions, in the appointment of the board of directors and the board, mechanisms for protection against insider transactions, registration of property rights, etc.;

transparency: timeliness, reliability and completeness of disclosure of information about the financial position of the enterprise, its obligations, ownership structure;

procedure for the election and functioning of the board of directors and the board.

Poor corporate governance practices have a negative impact on attracting investment and also contribute to larger systemic problems at the national and regional levels. This shows that a corporate governance rating is needed.

differentiation in the eyes of investors through the disclosure of information on corporate governance standards;

additional informing investors in the process of raising capital (during the initial placement, when issuing corporate bonds);

use as a guideline for improving corporate governance procedures.

understanding the peculiarities of the functioning of the company and quoting the relevant risk characteristics;

understanding the methods used by the company's management to take into account the interests of shareholders;

receiving additional information when making investment decisions by strategic and portfolio investors;

understanding the relative degree of transparency of the company.

to understand the level of protection of shareholders' property rights;

to understand the ability of management to manage companies in the interests of shareholders and the company itself.

corporate governance business shareholder

5. Models of corporate governance

According to the World Bank definition, corporate governance combines legislation, regulations, relevant practices in the private sector, which allows companies to attract financial and human resources, effectively implement economic activity and thus continue to function, accumulating long-term economic value for its shareholders, respecting the interests of partners and the company as a whole.

In the world there is no single model of corporate governance - a single principle of building the structure of the company's management bodies. Two main models can be distinguished:

Germany USA

· Anglo-American model- typical for the USA, Great Britain, Canada and other countries. In the Anglo-American model, the governing body is a single board of directors, in whose hands the functions of "supervision" and "management" are concentrated. In order to ensure the proper performance of both functions, the board of directors is composed of executive directors who play the role of managers and independent directors who play the role of controllers and strategists. For the same purpose, two types of committees are created in single-level boards of directors:

o operational (for example, executive, financial, strategic) - formed from among the executive directors to provide advice to management. The main function of operational committees is to combine the processes of execution of decisions and control over their execution in the board of directors;

o control (for example, audit, by appointment, by remuneration) - are created from among independent directors in order to comply with the requirements of legality and accountability. The main function of control committees is to separate the process of decision-making and control over their execution.

· german model- typical for Germany, the Netherlands, etc.
In the German model, the governing body has a two-tier structure and consists of a supervisory board, which includes independent directors, and a management board, which consists of managers. A feature of the German model is a clear separation of the functions of "supervision" and "management" in the company: the supervisory board exercises supervision over the executive body, which directly manages the current activities of the company. There are other differences between the Anglo-American and German corporate governance models. In the Anglo-American model, ownership is highly “dispersed”, the interests of interested parties (participants) are not represented in corporate governance, outsiders do not have sufficient incentives to participate in corporate control, hostile takeovers are widespread, etc. The German model, on the other hand, is distinguished by the concentration of ownership, the observance of the interests of stakeholders, the control of stakeholders - banks, partners and employees, the absence of hostile takeovers, etc.

The American and German systems of corporate governance represent polar points between which there is a wide range of forms of corporate governance that exist in other countries.

These models of corporate governance are not mutually exclusive, their elements can be combined to form mixed models.

Conclusion

A good corporate governance regime promotes efficient use corporation of its capital, the accountability of its management bodies both to the company itself and to its shareholders. All this helps to ensure that corporations act for the benefit of the whole society, contributes to maintaining the confidence of investors (both foreign and domestic), and attracting long-term capital.

Naturally, there is no single model for building corporate governance, but the obligatory beginning for all its forms and types is to ensure the interests of shareholders.

In the most general form, the generally recognized international principles of corporate governance are as follows:

· the structure of corporate governance should ensure the protection of the rights of shareholders, be the main method of preliminary settlement and resolution of emerging conflicts of interest;

· the corporate governance regime should ensure equal treatment of all groups of shareholders, including small and foreign shareholders, providing each of them with equally effective protection in case of violation of their rights;

· corporate governance should ensure compliance with the rights of stakeholders established by law and encourage cooperation of all subjects of corporate governance in the development of the corporation;

· corporate governance should ensure the information transparency of the campaign, timely and complete disclosure of information on all significant issues of the financial and economic activities of the corporation;

· the structure of corporate governance should ensure the effective performance of their functions by managers, as well as the accountability of the company's management bodies and shareholders.

Based on the foregoing, it can be concluded that:

Companies with high corporate governance standards tend to have better access to capital than poorly managed corporations and outperform the latter in the long run. Efficiently managed companies contribute more significantly to the national economy and the development of society as a whole. They are more stable with financial point view, create more value for shareholders, employees, local communities and countries as a whole.

Companies that adhere to proper corporate governance standards can achieve a reduction in the cost of external financial resources used by them in their activities and, consequently, a reduction in the cost of capital in general.

Effective corporate governance, which ensures compliance with laws, standards, rules, rights and obligations, allows companies to avoid the costs associated with litigation, shareholder claims and other business disputes.

Thus, the main goal of the process of improving corporate governance should be the introduction into the domestic practice of corporate relations of civilized principles for building relations between all subjects of corporate governance as a sphere of constant conflicts of interest. Obviously, to achieve this result, it is not enough to improve the legislation alone. In world practice, to regulate such relations, it is customary to develop special sets of corporate governance rules - corporate governance codes that define the basic principles that corporations must adhere to when building their corporate governance systems, when making decisions within the company, in relations with shareholders and investors.

Bibliography

1. Rusinov F.M., Popova E.V. The theory of corporate management of the unstable state of the economy. M.: publishing house Ros. economy acad., 1999.

2. Prikhodina Yu.A., From the quality of corporate governance to the investment attractiveness of companies // Law and Economics, No. 5, 2003.

3.Corporate governance in Russia. Vestnik 2001. Moscow: 2001.

4. Shikhverdiev A.P., Gusyatnikov N.V., Belikov I.V. Corporate Governance. M.: Ed. Center "Shareholder", 2001.

5. For the preparation of this work, materials from the site http://www.elitclub.ru/ were used.

6. For the preparation of this work, materials from the site http://management.ru/ were used.

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In the scientific literature, I came across various 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 of business units included in the corporation, and the corporation as a whole by types of products, works and services. Also by them in terms of output, its renewal and the development of types of production and technology, the use and reconstruction of equipment, the achievement of competitive advantages in the markets new products and traditional markets, ensuring sustainable growth in labor productivity, improving the organizational structure of the corporation and communication relations between its elements and bringing them into line with changes in the production sector 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 certain categories 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.

AT economic theory there is no evidence that "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 in developing countries, corporate governance is particularly important, as international investors are particularly concerned about integrity and business qualities 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 economic growth.

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, maintaining accounting and financial reporting in accordance with due 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 from retained earnings, and not from 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 directly interact with a large number of groups that are interested in the company's activities (company personnel, 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, thereby affecting 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 allows you to optimize internal business processes and prevent conflicts by properly organizing the relations of companies with owners, creditors, potential investors, suppliers, consumers, employees, representatives government agencies 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 improved and the connection between the remuneration system of managers and the results of the company's activities is strengthened, favorable conditions are 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 volume 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 management process for 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.

Most large domestic companies in recent years have begun to actively penetrate international markets goods and services. Such stable dynamics is due to the fact that today corporate governance has become widespread in Russia, manifested in the involvement of independent directors, non-financial reporting, increasing the role of corporate spirit in the organization, as well as continuous staff training.

However, many who are not associated with activities large enterprises, believe that management in an organization is an unpromising link in the entire system. To prove the fallacy of this judgment, it is necessary to consider what corporate governance is, what goals and objectives it faces, to trace the vector of evolutionary development of domestic governance, and also to identify the characteristic features inherent in Russian practice.

General characteristics of corporate governance

Corporate governance is a rather complex phenomenon that affects various relationships within a corporation. It is a legally regulated way of managing an organization that ensures a fair and equitable distribution of the results of economic activity between shareholders and other interested parties. In other words, the essence of corporate governance is manifested in providing the company's shareholders with the opportunity to effectively control and monitor the activities of managers, which ultimately should contribute to an increase in capitalization.

However, this is not the only definition. Corporate governance can also be considered in the following aspects:

• as a system of management and control over the functioning of the organization)
• as a complex structure, involving the division of rights, duties and responsibilities)
• as a set of rules and procedures for making managerial decisions.

Hence the key goal of corporate governance is to ensure the functioning of the corporation in the interests of the owners.

Corporate governance, being an independent field of activity, has its own object of study - the relationship between the company's management (managers) and shareholders. At the same time, such relationships are carried out through the use of a certain set of tools, which are the charter of the organization, internal regulations, the Code of Corporate Governance and Conduct.

Importance when organizing effective management in a corporation, observance of principles - fundamental principles - plays. So, back in 1999, the OECD published a document called "Principles of Corporate Governance", designed to provide methodological support for improving the normative, institutional and regulatory component of the corporate governance process. These include the following:

• priority nature of the rights and interests of shareholders)
• equality of stakeholders)
• a significant role of participants in the management of the company)
• transparency)
• publicity)
• performance of the duties assigned to them by the members of the board.

Historical background on the emergence and development of corporate governance in Russia

Despite the fact that corporate governance has existed in international practice for about 200 years, it became widespread in Russia only in the 1990s.

The actualization of this direction was influenced by the privatization that took place, which revealed the primary signs of corporate ownership in domestic enterprises. However, due to the fact that at that time chaos reigned in all spheres of management, the norms for conducting the activities of societies and partnerships were not legally regulated, disputes began to arise everywhere and conflict situations between shareholders and directors. All this led to anti-legal problem solving.

At the same time, these events led to the realization of the urgent need to adopt legislative acts that would allow a civilized approach to the procedure for managing organizations. One of these documents was the 1996 Law on Joint Stock Companies. And although he somewhat smoothed out sharp corners, a number of problems remained unresolved.

The situation was aggravated by the crisis that began in 1998, which increased the urgency of improving corporate governance. It was during this period that the majority of shareholders became interested in the basic provisions related to the effectiveness of the management of organizations, the profitability of companies, corporate transparency, as well as the protection of the rights and interests of shareholders.

Corporate governance in Russia in the 2000s began to develop rapidly, as evidenced by the adoption in many companies internal codes corporate governance.

In 2003, the National Council for Corporate Governance was formed. His responsibilities include organizing and conducting thematic seminars, symposiums and conferences, as well as publishing scientific and periodical literature covering the current state of Russian corporate governance and its development trends.

All the measures taken had a positive impact on the formation of management in Russia and retained a positive effect until the onset of the global financial crisis in 2008, when the tendency for some owners to withdraw from operational management and reorient themselves to the positions of chairmen of boards of directors became apparent. However, due to the fact that the actual power remained in the hands of the owners and the formed councils were not distinguished by strong management decisions, they were not given the appropriate powers. In addition, the composition and structure of the boards were formed taking into account the personal wishes of the main shareholder, regardless of the real needs of organizations.

The crisis clearly showed how formal the activities and role of many boards of directors were. Most companies were forced to rethink their strategies and shorten their planning horizons from medium-term to one-year. If the company had not adopted a strategy, now managers began to play a leading role.

However, a number of problems remain to this day that require immediate solutions. These include:

• combination of management and ownership functions)
• poor elaboration of the mechanism of control over the activities of managers)
• unfair distribution of profits)
• lack of transparency of financial and non-financial information.

All this is exacerbated by non-legal methods of management and the corruption component.

Subjects of corporate governance

It is possible to increase the efficiency of corporate governance by improving the activities of its subjects, which can be grouped into two blocks:

• subjects of internal management)
• subjects of external infrastructure that have a direct impact on the state and further development of the organization.

The first group should include the highest governing bodies and individual officials those involved in the life and activities of the company (corporation, founders of the company, participants, board of directors, general meeting of shareholders).

The second group consists of the state represented by its authorized bodies, associations of individuals that influence the activities of the organization or are dependent on it (banks, customers, suppliers, competitive companies).

At the same time, both groups play a very important role in the successful functioning of the corporation: a change in the position of one participant or in the external or internal environment entails a change in the position of the entire company. However, it is much easier to influence the internal structure, because the governing bodies have powerful levers and incentives with which they restrain or, conversely, encourage this or that form of behavior.

Specific Features of Corporate Governance in Russia

The most main feature of the domestic system of corporate governance lies in the fact that our country embarked on a sustainable path of development much later than the others. This predetermined its specificity, namely:

• ownership concentration)
• weak separation of ownership and control functions)
• non-transparency of activities Russian companies.

The last point is largely due to the fact that at the end of the 90s there was an almost one hundred percent probability of raider seizures. Today, government agencies are exerting quite tangible pressure. This is especially true for small and medium-sized businesses: administrative barriers are so high that many companies simply cannot survive in such circumstances.

In addition, the corporate governance model in Russia is close to the insider model, which is characterized by the following advantages:

• long-term development of the organization)
• stability of internal and external factors)
• low risk of bankruptcy)
• presence of strategic alliances)
• enough efficient system control over company managers.

At the same time, corporate governance in Russia is characterized by such a drawback as a weak elaboration of the mechanism for introducing innovative projects. However, the Russian government is currently actively developing this direction, for its part, encouraging companies engaged in innovation and investing impressive amounts of financial resources in the development of this area.

The state of the current mechanism of corporate governance in the Russian Federation is negatively affected by the isolation of the methods and technologies used from cultural and historical features and national mentality. This fact hinders the successful development of management.

Another characteristic feature that is predominantly characteristic of Russia is the priority of the norms and provisions of the current legislation over following the recommendatory standards. That is why it is important to improve the legal acts, eliminate the gaps existing in them in order to protect the interests of shareholders. At the same time, the use of methodological literature in the practical activities of corporations would also have a positive impact.

The need to develop and improve corporate governance

The need for further development of corporate governance is due to the fact that it can be used to achieve positive effects:

• increase the investment attractiveness of the company)
• attract investors who are ready to invest financial resources for the long term)
• improve performance)
• reduce the cost of obtaining bank loans)
• increase market value enterprises)
• facilitate access to capital markets)
• improve the image and reputation of the company.

Most reliable and stable investors, paying attention to the organization of corporate governance in Russia, pursue the following goals:

In addition, the introduction and active application of the basic principles of corporate governance in the practical activities of the organization can have a direct economic effect. By improving the existing system of corporate governance, domestic business structures can expect to receive an additional premium to the price of their own shares, the amount of which will vary from 20 to 50%.

Key directions for the development of domestic corporate governance

Currently, the main tasks in improving the practice of corporate governance of Russian companies are:

• dissemination of international practices)
• active participation in the regulatory and legal regulation protection of the rights and interests of owners)
• investment attraction.

To this end, it is advisable to carry out a number of activities in the following areas:

1. formation of an effective mechanism to prevent illegal write-off of book-entry securities)
2. dissemination of the principle of publicity and transparency)
3. development of strict rules and procedures for corporate acquisitions by forming and clarifying the procedure for acquiring more than 30% of ordinary shares)
4. modernization of the existing procedure for the establishment and liquidation of legal entities)
5. clarification of the process of forming the board of directors)
6. implementation of the principle of variability in relation to models of distribution of control functions and strategic management by a collegial or sole body)
7. improvement of the mechanism for resolving conflicts arising within the corporation.

To date, it can be argued that gradual work is underway to implement these measures. In particular, the adoption of a new Corporate Governance Code in 2012 should be noted. According to the country's leadership, it will increase investor confidence in the domestic stock market and make organizations more efficient.

Most of the changes contained in the approved Code are focused on companies with state participation and are related to:

1. prevention of artificial redistribution of control functions in corporations)
2. except for the situation where the owners of shares, in addition to dividends or salvage value receive other income at the expense of the organization)
3. transfer of the function of electing or terminating the functioning of the executive bodies to the board of directors)
4. attracting independent persons to participate in the board of directors in a ratio of 1:3.

Thus, corporate governance in modern conditions takes on special significance. Every self-respecting company must methodically, based on scientific approach and innovative technologies to form an effective management system. This will allow not only to achieve positive results within the corporation itself, but also to enter the international level, increasing the efficiency of production and management.

• Corporate culture

1 -1

In today's rapidly developing world, companies and corporations are beginning to play an increasingly important role. They have broad financial and economic opportunities to influence the economy of one particular country and the world as a whole. Corporate governance is the key to their successful development and, as a result, increased capital inflows as well as macroeconomic growth.

The concept of corporate governance in modern economic and legal spheres

Despite the wide applicability of this term in practice, there is no single interpretation of the concept that would include all aspects and directions in the labor sphere. In the legal and economic literature, corporate governance is a set of systemic principles and mechanisms through which shareholders exercise their rights to own property. The institution of corporate control itself is presented in the form of a pyramid with three interconnected subordination cells.

Corporate governance by its nature is not comparable to the systems of operational and tactical management of the company, however, the trends of recent years indicate its strategic importance. The object of corporate governance is the monitoring of actions that are performed during the management of the corporation.

Relevance and Specifics of Corporate Governance in Russia

In many sectors of the domestic economy, the leading positions are gradually being taken by corporations, which play a very important role in its development. In this regard, there is an increase in the interest of experts in the problems of the institution of corporate governance in Russia. It touches upon issues related to the formation of corporations as an independent unit and a member of the global economic community. Corporate governance significantly affects the investment climate, therefore, it correlates with the following global processes:

• in the context of the widespread globalization of the economy, the entry of corporations into a single world economic and financial space causes an increasing resonance;
• the growth of the influence of corporations on world processes and the gradual monopolization of the market;
• creation of favorable conditions in the company to attract foreign capital and improve the investment climate for investors;
• all assets belonging to the corporation are transferred under a common management mechanism, the development of which is being developed by an increasing number of specialists;
• shareholders of the corporation participate equally in the functioning of the organization, thus maintaining a financial balance between all parties to the relationship;
• for more effective corporate management and control, there is a distribution of responsibilities within the organization;
• active participation of corporations in the issues of establishing lost contacts between industrial economic entities;
• investing large amounts of funds to create and develop a modern Internet economy, cryptocurrencies, blockchains, which will allow the corporation to increase the amount of profit received and modernize standards by modern standards.

Methods of corporate governance of a legal entity

A legal entity in Russia, in accordance with Article 53 of the Civil Code of the Russian Federation, is endowed with a special list of civil rights and obligations. They carry out their legal activity within the framework of the current legislation, special constituent documents and other legal acts. Thus, there is a transfer of rights and obligations from the state to a legal entity through its bodies.

Management methods are designed to classify the features of corporate governance of a business entity and are divided into:

• administrative;
• economic;
• legislative and regulatory legal;
• organizational.

It should be borne in mind that the above management methods are also divided into three levels:

• corporate;
• the level where the main activity of the corporation is the business area;
• a separate class of some enterprises and their subsidiaries.

Corporate governance provides for the combined management of all types of entities in one single prescribed field of governance.

Maneuvering in a given control cycle can occur and change only when taking into account special conditions objects to which it is directed, as well as to increase production volumes.

An important aspect of the entire corporate governance process is the fact that the assets of a corporation are localized in the hands of monopoly owners or investors, and the creation of such substructures in it as a board of directors, a board of trustees or management is conditioned by the transfer of property management rights in order to avoid a ban on market monopolization. end result is the occurrence of inconsistencies in the information supplied, disagreements between management and owners.

Features of corporate governance and its participants

It is not a fact that reasonable decisions made in the process of corporate governance will necessarily bring the corporation an increase in financial profit and a stable growth of shares in the world market. There are many examples when fairly large "family" organizations that do not have a certificate of compliance with corporate governance standards are quite competitive in the product market.

One of the main features of CG is considered to be its invulnerability in the context of management abuse, but it leads to less flexibility in company policy.

However, companies that have been tested for compliance with corporate governance standards have a list of advantages over their competitors.

By using modern system IPOs they more often establish contacts with foreign investors, which has a better effect on their financial reserves.

Investors are inclined to cooperate with such organizations, as they believe that effective approach in the implementation of corporate governance by its management gives no reason to doubt the honesty and transparency of the policy pursued by the company.

Thus, the probability that an investor may lose the funds invested in projects is approaching a minimum.

Corporations that are globally financial market represent the interests of developing countries, have a particular interest in the transition to corporate governance.

The results of research by numerous experts in the field of economics show that corporations with a corporate governance system have a large amount of capital compared to the average established mark in the market. This trend is typical for the Arab countries, states from the Latin American region (with the exception of Chile), the Russian Federation, Indonesia, Turkey and Malaysia.

The efficiency of operations and the constant growth of companies is the result of a commonality of subjects of corporate relations who are interested in the following:

Labor functions and interests of subjects of corporate governance

The main financial reward for employees, in particular, managers of companies, is the payment in full of the amounts of wages prescribed in their employment contracts.

Their main interest is to feel comfortable and be sure of the stability of their position. They also want to protect themselves from certain situations, such as funding the company from retained earnings rather than from the company's external debt.

The priority direction for the growth of companies in the market is the creation of an equilibrium risk-reward ratio.

Managers are one of the main components of the overall pyramid of subordination.

They depend on the actions of shareholders represented by the board of directors, and are most interested in prolonging their existing labor contracts for a longer period.

Their primary task in the corporation is constant interaction with representatives of other groups who are directly related to the company itself or wish to cooperate with it. Among them: employees, shareholders, official state structures, clients, investors, importers.

However, there are a number of aspects in which company managers become hostages of their position. So, they cannot influence the decision to expand the scope of the company and its structure, to participate in various charitable events in order to increase corporate prestige and status.

Other entities labor relations in the corporate governance system, the company becomes shareholders whose income from its activities is expressed in the receipt of dividends or those funds that were received on the account after the sale of shares on the market.

Often, the owners of the company's shares express their support for the management and board of directors of the organization in making decisions aimed at a possible increase in profits, even if they are very risky.

Therefore, they, no less than managers, strive to contribute to the development of the company. But for them, there are also several situations with an increased level of risk, for example:

• their personal income will not increase if the goods and services that the company sells on the market are not in demand among buyers, and, accordingly, the organization does not receive stable high profits;
• if the company declares itself bankrupt, shareholders will be able to receive all their compensation payments only at the very last.

Shareholders have some advantages in investing and holding shares in several companies at the same time, so if they lose funds in one, they always have a fallback option. In addition, they can exert some pressure on the board of directors:

1. in the course of regular meetings of holders of shareholdings, a certain composition of management is elected and shareholders, based on their own interests, vote or not vote for a particular decision;
2. the transaction for the sale of shares that they own affects the quotes of these securities on the market for goods and services, thereby becoming a possible lever for putting pressure on the current composition of the board of directors that is unfavorable to them.

There is a third group of subjects of corporate relations - accomplices or interested parties. These include:

• Lenders. Their profit is stated in the contract concluded as a result of negotiations between them and the company. They oppose the adoption of decisions in the implementation of which there is a certain risk, insist that the profit received in the future be able to cover the amount of the loan provided in time and in full, own a block of shares in several companies at the same time.
• Employees and staff of the company. Their primary interest is in worthy wages, its timely payment, good conditions labor, job security and sustainable development organizations. Unlike shareholders, they are in constant contact with the composition of the board of directors, are completely subordinate to its decisions and have no leverage to put pressure on its activities.
• Partners of the company (customers, importers, etc.). They are in constant contact with the board of directors to obtain information on the state of the company's functioning.
• State official structures. They regularly monitor the activities of the company, check the implementation of safety regulations, the availability of all certificates and accreditations, monitor the timely payment of taxes, the creation of jobs and the provision of various benefits to employees of the organization. They can influence the company by increasing taxes and changing accounting documentation.

Principles and mechanisms of corporate governance

At regular meetings with the participation of shareholders, questions and proposals may be put forward regarding:

• reforming the organization;
• disposal of assets owned by the company;
• conducting transactions for the purchase and sale of shares;
• disclosure of reporting information on profits received;
• changes in the composition of the management and the main constituent bodies of the corporation, etc.

The main principle of corporate governance provides for the establishment of the responsibility of the board of directors to the shareholders. Minority shareholders have unequal rights among themselves, and, consequently, a different number of votes that they have the right to dispose of, since they are directly correlated with the amount of shares in the company.

norms Russian legislation the following division of rights is provided, according to the share held:

Such an imbalance leads to the infringement of the economic rights of shareholders by withdrawing the company's profits in non-dividend ways, after which it is distributed among members of the board of directors and shareholders owning controlling stakes.

This shortcoming of the corporate governance system can be compensated for by establishing a market for corporate control. With its help, holders of small shares in the company can sell their shares if they do not agree with the policy pursued by the company's management.

Main models of corporate governance

For a long time, such fundamental models of corporate governance forms have been formed that are used in different countries of the world:

• The Anglo-American (outsider) model provides for the management of a corporation based on the use of external or market levers of management control, or monitoring by a collegial body of a corporation, organized in accordance with all requirements. Its defining element is the presence a large number independent from each other small investors who represent the interests of minority shareholders. In such a system of relations, the influence stock market, which serves as a tool for monitoring the activities of the corporation's management;
• The German or insider model - takes as a basis the control of the corporation from the inside. The basis for the successful functioning of the corporation is multilateral cooperation between all entities that have any relation to it. Unlike the Anglo-American model, the stock market does not affect the company's activities and the value of its shares. This is due to the fact that independent monitoring of the results of manufactured products and the situation on common market goods and services;
• Japan's corporate governance model was designed to raise the country's economy from the ruins after its defeat in World War II. Thanks to its application, the state managed to perform an “economic miracle” in the 1960s, associated with annual economic growth rates of 10%;
• Family model of corporate governance - can be applied in almost every country. Full control of the corporation belongs to one family, and a controlling stake, as a rule, passes from generation to generation. The most striking example of this model is the American oil company Standard Oil, which has been under the control of the Rockefeller family for more than 130 years.

The formation and application of the corporate governance model depends on the specifics and is focused on the domestic economic situation in each country. Three main factors influence this:

• a system for protecting the rights of minority shareholders;
• functions and tasks of management;
• the level of information provided.

The corporate governance system in Russia is not implemented in accordance with any of the presented models, as it is focused on their symbiosis and the use of the best features and advantages of each.

The widespread use of the concept of a corporation has led to the fact that at present this term is applicable to a variety of economic phenomena. In the language of physics, there has been a diffusion of this concept into other, related areas. And the difference in the interpretation of the concept of "corporate governance" depends on the research topic of a particular author.

Therefore, it is necessary to consider different approaches to the definition of corporate governance.

The approach from the point of view of management psychology defines corporate governance as management that generates a corporate culture, that is, a set of common traditions, attitudes, and principles of behavior.

The approach from the point of view of the theory of the firm implies the coincidence of the concepts of corporation and organization. For example, the concept of a corporate information system.

The financial system approach defines corporate governance as certain institutional arrangements that ensure the transformation of savings into investments and allocate resources to alternative users in the industrial sector. An effective flow of capital between sectors and spheres of society is carried out within the framework of corporations built on the basis of a combination of banking and industrial capital.

From a legal point of view, corporate governance is the general name for the legal concepts and procedures that underlie the creation and management of a corporation, in particular regarding the rights of shareholders.

However, the most common and used approaches in determining corporate governance are as follows.

The first of them is an approach to defining corporate governance as the management of an integration association.

For example, according to Khrabrova I.A., corporate governance is the management of the organizational and legal registration of business, optimization organizational structures, building intra-company relations of the company in accordance with the accepted goals. S. Karnaukhov defines corporate governance as the management of a certain set of synergistic effects.

However, these definitions concern the results of using the corporate form of business, and not the essence of the problem.

The second approach, the earliest and most frequently used, is based on the ensuing consequences of the essence of the corporate form of business - the separation of the institution of owners and the institution of managers - and consists in protecting the interests of a certain circle of participants in corporate relations (investors) from the inefficient activities of managers.

Although in this case, the definitions of corporate governance vary depending on the number of stakeholders considered in corporate relations. In the narrowest sense, this is the protection of the interests of owners - shareholders. Another approach also includes creditors, who, together with shareholders, constitute a group of financial investors. In the broadest sense, corporate governance is the protection of the interests of both financial (shareholders and creditors) and non-financial (employees, the state, partner enterprises, etc.) investors.

There is no single definition of corporate governance that can be applied to all situations in all countries. The definitions proposed to date are highly dependent on the institution or author, as well as the country and legal tradition. For example, the definition of corporate governance developed by the market regulator, the Russian Federal Commission for the Securities Market (FCSM), is likely to differ from that which may be given by a corporate director or an institutional investor.

The International Finance Corporation (IFC) and its Corporate Governance in Russia project define corporate governance as “the structures and processes for the direction and control of companies”. The Organization for Economic Co-operation and Development (OECD), which published the Principles of Corporate Governance in 1999, defines corporate governance as “the internal mechanisms by which companies are managed and controlled, which implies a system of relationships between the management of the company, its board of directors , shareholders and other stakeholders. Corporate governance is the structure used to define and control the company's goals and the means to achieve those goals. Good corporate governance should provide appropriate incentives for the board of directors and managers to achieve goals that are in the interests of the company and shareholders. It should also facilitate effective monitoring, thus encouraging firms to use resources more efficiently.”

Despite all the differences, most company-specific (i.e. internal) definitions have some common elements, which are described below.

Corporate governance is a system of relationships characterized by certain structures and processes. For example, the relationship between shareholders and managers is that the former provide capital to the latter in order to obtain a return on their investment. Managers, in turn, must regularly provide shareholders with transparent financial information and company reports. Shareholders also elect a supervisory body (usually a board of directors or supervisory board) to represent their interests. This body, in fact, provides strategic guidance and controls the managers of the company. Managers are accountable to the supervisory body, which in turn is accountable to shareholders (through the general meeting of shareholders). The structures and processes that define these relationships are usually associated with various performance management, control and accounting mechanisms.

The participants in these relationships may have different (sometimes conflicting) interests. Discrepancies may arise between the interests of the company's management bodies, that is, the general meeting of shareholders, the board of directors and executive bodies. The interests of owners and managers also do not coincide, and this problem is often called the "problem of relations between the principal and the agent." Conflicts also arise within each governing body, for example among shareholders (between large and minor shareholders, controlling and non-controlling shareholders, individuals and institutional investors) and directors (between executive and non-executive directors, outside directors and directors from among the shareholders or employees of the company, independent and dependent directors), and all these different interests must be taken into account and balanced.

All parties participate in the management and control of the company. General meeting, representing the shareholders, makes major decisions (such as the distribution of profits and losses of the company), while the board of directors is responsible for the overall direction of the company and control of managers. Finally, managers manage the day-to-day operations of the company by executing strategy, preparing business plans, supervising employees, developing marketing and sales strategies, and managing company assets.

All this is done in order to correctly allocate rights and obligations and, thus, increase the value of the company for shareholders in the long term. For example, mechanisms are put in place by which minority shareholders can prevent a controlling shareholder from benefiting from interested party transactions (hereinafter referred to as related party transactions) or other improper practices.

The basic system of corporate governance and the relationship between management bodies are shown in fig. 2.1:

Rice. 2.1. Corporate governance system

In addition to the above, there are a number of definitions of corporate governance:

· the system by which business organizations are managed and controlled (OECD definition);

the organizational model by which the company represents and protects the interests of its shareholders;

The system of management and control over the activities of the company;

· system of accountability of managers to shareholders;

· balance between social and economic goals, between the interests of the company, its shareholders and other stakeholders;

a means of ensuring a return on investment;

a way to improve the efficiency of the company, etc.

According to the World Bank definition, corporate governance combines legislation, regulations, relevant practices in the private sector, which allows companies to attract financial and human resources, conduct business efficiently and, thus, continue to operate, accumulating long-term economic value for their shareholders, respecting the interests of partners and the company as a whole.

So, summarizing the above, we can offer the following definition: corporate governance is a system of interaction that reflects the interests of the company's management bodies, shareholders, stakeholders, and is aimed at obtaining maximum profit from all types of company activities in accordance with current legislation in accordance with international standards.

To reveal the essence of corporate governance, it is necessary to consider the difference between corporate governance and non-corporate governance.

The concept of "corporate governance" is not synonymous with the concept of "company management" or management, as it has a broader meaning. Company management is the activity of managers who manage the current affairs of the company, and corporate governance is the interaction of a wide range of people in all aspects of the company's activities.

For corporate governance, the main thing is the mechanisms that are designed to ensure conscientious, responsible, transparent corporate behavior and accountability. At the same time, speaking of management, we are talking about the mechanisms necessary to manage the activities of the enterprise. Corporate governance is actually at a higher level in the company's management system and ensures its management in the interests of its shareholders. And only in the area of ​​strategy do the functions intersect, since this issue is both related to the field of management and is a key element of corporate governance.

Corporate governance should also not be confused with public administration, the scope of which is public sector governance.

Corporate governance should also be distinguished from the proper performance by a corporation social functions, corporate social responsibility and business ethics. Good corporate governance will no doubt contribute to the universal acceptance of these important concepts. And while companies that don't pollute environment, invest in socially significant projects and support the activities of charitable foundations, often have a good reputation, enjoy public support and even have higher profitability, corporate governance is still different from the above concepts.

The following important differences between corporate and non-corporate governance can be distinguished.

First, if in non-corporate management the functions of ownership and management are combined and management is carried out by the owners themselves, then in corporate management, as a rule, there is a separation of ownership rights and management powers.

Secondly, it follows from this that the emergence of corporate governance led to the formation of a new, independent subject of economic relations - the institution of hired managers.

Thirdly, it follows from this that under corporate governance, along with management functions, the owners lose their connection with the business.

Fourthly, if in the system of non-corporate management the owners are interconnected by relations on management issues (they are comrades), then in the system of corporate management there are no relations between owners and are replaced by relations between owners and corporations.

This analysis of the differences between corporate and non-corporate governance makes it possible to assess the degree of compliance of a particular type of business association with the form of corporate governance. That is, we have come to an important conclusion: if, for example, in an open joint-stock company nominally recognized as a corporation, management is carried out not by hired managers, but by owners, then in content, since there is no subject of corporate relations, it is not a corporation. On the contrary, in business associations that are not corporations, when certain conditions elements of corporate governance can be observed. For example, in full partnership if the owner transfers management authority to a hired manager.

In connection with the above arguments, it is advisable to introduce the concept of "pure corporation". A pure corporation is a business association that corresponds in form and content to a corporation.

Unfortunately, at present there are quite a few systematized economic studies on the question of what forms business associations can be attributed to corporations (the concept of "corporation" comes from the Latin "corporatio", which means association). Theoretical analysis The literature used allowed us to reveal the following result regarding this issue.

There are different points of view on the question of what forms of business associations are corporations. This is due to the difference in understanding of the characteristic features inherent in the corporation among economists.

According to one of the most common hypotheses (corresponds to the continental system of law), a corporation is a collective entity, an organization recognized as a legal entity, based on pooled capital (voluntary contributions) and carrying out some kind of socially useful activity. That is, the definition of a corporation actually corresponds to the definition of a legal entity. In this case corporations have the following features:

1) existence of a legal entity;

2) institutional separation of management and ownership functions;

3) collective decision-making by owners and (or) hired managers.

Thus, in addition to joint-stock companies, the concept of a corporation includes many other legal entities: different kinds partnerships (full, limited), business associations (concerns, associations, holdings, etc.), production and consumer cooperatives, collective, rental enterprises, as well as state-owned enterprises and institutions aimed at carrying out cultural, economic or other socially useful activities that do not bring profit.

A competing hypothesis (corresponding to the Anglo-Saxon system of law), which limits the range of business associations included in the concept of a corporation to open joint-stock companies, is based on the assertion that the main features of a corporation are the following: independence of a corporation as a legal entity, limited liability of individual investors, centralized management, as well as the possibility of transferring shares owned by individual investors to other persons. The first three criteria have been discussed above.

Thus, the stumbling block in the dialogue of various scientists is the question of including or not including the possibility of free transfer of shares in the properties of a corporation and, therefore, limiting or not limiting the concept of "corporation" to the form of an open joint-stock company.

The most illustrative example of the formation of this distinguishing feature Corporation is the development of legislation in the field of the securities market in the United States. In the United States, the "common law" rule has long been in effect, according to which shares were not recognized as property in the usual sense of the word.

The court canceled the "common law" theory of the intangible nature of shares, which excludes the possibility of identifying them. Under Delaware law, shares of a corporation are not only personal property, but also such property that can be identified, seized and sold to pay the debts of the owner.

The reason for the existence in the economic literature of different points of view on the importance of the free transfer of shares as an integral feature of a corporation is the influence of certain institutions of the market economy, including forms of business associations, on the formation and development of the national economy of the countries, on the example of which the activities of the corporation are studied.

This explains the difference in approaches to the definition of corporations by scientists studying the Anglo-American model of corporate governance, and scientists studying the German and Japanese models of corporate governance. Indeed, the Anglo-American model of corporate governance is characterized, firstly, by the presence of an overwhelming number of joint-stock companies as a form of organization. large companies(in the US 6000, in England 2000), secondly, the strong influence of the stock market and the corporate control market on corporate relations. The German model of corporate governance, on the contrary, is characterized by a small number of open joint-stock companies (there are 650 of them), a strong influence of bank financing instead of stock financing, and control by the Board of Directors, rather than the corporate control market, over the effectiveness of managers.

To achieve goals this study the most acceptable hypothesis of the Anglo-American system of corporate governance due to a number of factors:

a tendency to increase the influence of transnational corporations, the form of which are open joint-stock companies, in the global economy is increasing, which leads today to the unification of the concept of a corporation in various systems corporate governance;

· the purpose of the study is to assess the effectiveness of corporate governance in the Russian Federation, where exactly open joint-stock companies have become the main form of post-privatization enterprises (Table 2.1.).