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The main purpose of the application of the code of corporate conduct is. Principles (norms) of corporate behavior. Principles of corporate conduct

Continued a similar development of the idea multidimensional CSR model developed by S. Wartic and F. Cochren, who focused on corporate social activities(KSD).

Corporate social activities represents the fundamental relationship between the principles of social responsibility, the process of social sensitivity and policies aimed at solving social problems [cor, p. 57].

Corporate social sensitivity answers the question: how exactly does the company operate?

D. Wood suggested the following model of corporate social activities (KSD), including:

    principles of KSD,

    KSD processes;

    results of corporate behavior [cor, p. 58].

Table 1

The model of corporate social activity by S. Vartik and F. Cochren

Principle of KSD

Process - corporate social responsiveness

Organization policy in solving social problems

Economic

Reactive

Identifying problems

Legal

Defensive

Problem analysis

Ethical

Adaptive

Developing a response

Discretionary

Proactive

Implementation


CSR principles

        Institutional principle of legitimacy: society provides business with legitimacy and empowers it. In the long term, this power is lost by those who, from the point of view of society, do not use it responsibly.

        Public Accountability Organizational Principle: Organizations in business are accountable for those results that relate to their areas of engagement with society.

        The individual principle of freedom of managerial choice: managers are moral agents. In each area of ​​corporate social responsibility, they are obliged to use their freedom of choice to achieve socially responsible results [cor, p. 58].

Corporate Social Awareness Processes

    Assessment of the business environment.

    Stakeholder management.

    Problem management.

Corporate Behavior Results

    Impact on society.

    Social programs.

    Social politics.

D. Swanson suggested reorienting D. Wood's model towards the development of CSR principles. In addition, she identified the following values organizational processes:

    economizing is the process of achieving effective results within the framework of competitive behavior; at the same time, organizations are responsible for the results of economizing;

    striving for power - the struggle to improve status within the management hierarchy; wherein top managers when making decisions, they must put the interests of economizing and ecologizing above the desire for power;

    ecologizing - the process of developing the organization's relations with the external environment, ensuring the stability of the organization; however, organizations are held accountable for the results of ecologizing.

First of all, it should be noted that, along with many inaccuracies in the wording in corporate governance, the authors of scientific works and practice confuse the concepts of “corporate governance”, “corporate governance” and “corporate behavior”. Thus, Gazprom adopted the Code corporate governance(behavior). The Code states that “the Company, as the practice of corporate governance develops, will strive to develop generally accepted principles of corporate governance and provisions contained in the Russian Code of Corporate Conduct in relations arising in connection with the management of the Company”.

In general, the code of corporate conduct is one of the points of the concept for the development stock market Russia. Attempts to create a corporate governance code have already been made: concepts for the development of NFA, NAUFOR, MICEX, FCSM were prepared, which, in fact, do not differ much from each other. According to the FCSM, the main goal of the corporate code of conduct is to reduce risks. This should attract investors to the market, both external and internal. (Irina Rybalchenko / @ ktsiya.gi)

The developed corporate codes affect primarily the behavior of participants in the corporate governance system.

Behavior (behavior) - a set of actions and actions, a way of life; a set of actions, changes in the studied systems, her any reaction to external impact(change, development, growth).

Corporate behavior- a concept that covers a variety of activities related to the management of business entities. Corporate behavior affects economic indicators activities of business entities and their ability to attract capital necessary for economic growth. Corporate conduct must ensure a high level of business ethics in relations between market participants.

The prevalence of the use of codes of corporate conduct in our country is still low. Mostly, companies that plan to work with foreign partners have to deal with corporate governance closely, otherwise it may be difficult to obtain investments.

The Code of Conduct is:

  • standards of conduct. National standards (codes) are a set of rules in the form of general principles and recommendations for the implementation of corporate relations. As a rule, the main focus of such codes is on regulating the procedure for exercising the right to vote by shareholders, the formation and operation of the board of directors, the disclosure of information and transparency of the company's activities, as well as other mechanisms for ensuring and protecting the rights of investors. The Code of Corporate Conduct creates conditions for the best corporate governance practices, without complicating the structure and process of company management;
  • recommendatory norms. The Code of Corporate Conduct is a recommendatory act; it contains standards, rules and principles set out in the form of recommended norms for implementation. Codes have different status in different markets, but, as a rule, they do not have the character of a generally binding normative act. At the same time, there are certain mechanisms for introducing codes into business practice and endowing them with one or another degree of obligation;
  • new opportunities. The Code of Conduct provides the company with new opportunities. One of the main tasks of the code is to create from international standards optimal model corporate governance in the context of national legislation. The company's adherence to the recommendations of the code and, as a consequence, adherence to generally accepted international standards of corporate governance is the key to the company's success in relations with its shareholders and building an effective management structure. The Code of Corporate Conduct gives shareholders and potential investors, especially foreign ones, the opportunity to objectively assess the level of corporate governance of the company in terms of compliance with generally accepted standards and norms;
  • best practice. In addition to codes developed for the needs of the market by initiative groups and other organizations, individual companies can develop their own codes of corporate conduct, taking into account their specific characteristics and objectives. The company's own code, developed on the basis of international standards, indicates a high level of corporate culture and provides an opportunity for all interested parties to objectively evaluate it;
  • the result of interaction. The Code of Corporate Conduct is the result of the interaction of various parties interested in the development and improvement of the level of corporate governance. The Russian Code of Corporate Conduct aims to protect the interests of shareholders in Russian joint stock companies with 1,000 or more members.

The Code of Corporate Conduct is a set of rules recommended for compliance by securities market participants and aimed at protecting the rights of investors, as well as improving other aspects of corporate governance.

The standards of corporate conduct are applicable to all types of business entities, but they are most important for public companies. This is due to the fact that it is here, where the separation of property from management most often takes place, that conflicts related to corporate behavior are most likely to arise. Therefore, the code was developed primarily for joint stock companies entering the capital market. At the same time, this does not exclude the possibility of its application by any other business companies.

The purpose of applying corporate governance standards is to protect the interests of all shareholders, regardless of the size of the shareholding they own. The higher the level of protection can be achieved, the more investments Russian joint stock companies (hereinafter referred to as companies) can count on, which will have a positive impact on the Russian economy as a whole.

Codes vary in scope and detail, but nearly all proclaim four fundamental principles: equal treatment of all shareholders, whose rights must be respected; accountability of the board of directors and management; disclosure and transparency, i.e. timely and complete provision of financial and other reporting; responsibility for the observance of the interests of minority and other groups of shareholders, as well as for strict adherence to the spirit and letter of the law.

Table 17.1

Independent directors

Change

external

auditors

Frequency

financial

reporting

Brazil

the code CMV(2002)

Maximum possible number

Undefined

Hedgehog (in accordance with the law)

Application of ISF0, BAAR, financial

advice, "accompanying" rights

Bouton(2002)

At least half of the advice

Regularly for chief auditors

The law requires the involvement of two auditors

Code of Corporate Conduct (2002)

At least a quarter of the council

Separation

required

Undefined

Quarterly

Governing body

Singapore

Corporate Governance Committee (2001)

Undefined

Hedgehog

Providing information about payments

family members of directors / CEOs

The end of the table. 17.1

Independent directors

Separation of the positions of the chairman of the board of directors and general director

Change

external

auditors

Frequency

financial

reporting

Meet or explain requirement

Country-specific characteristics of corporate governance

Britannia

Codex Cadbury(1992 g.)

Most of the executive directors.

Periodically for chief auditors

in six months

Combined Code (2003)

At least half

Explicit preference for separation

Undefined

in six months

Conference Board(2003)

Substantial majority

board of directors

Separation is one of three valid options

Quarterly (in accordance with the law)

(Paul Coombs, Simon Wong, www.gaap.ru)

The bank's corporate code of conduct includes and develops all the basic requirements and rules in this area, enshrined in the charter and other internal documents of the bank. It is aimed at ensuring fair treatment of shareholders, transparency of decisions, professional and ethical responsibility of members of the board of directors and other officials and employees, expanding information transparency. The Code is based on Russian legislation and the recommendations of the Federal Commission for the Securities Market.

Disclosure of information about a bank's activities helps maintain confidence in it. In this regard, the Code establishes that the main principles of disclosing information about a bank are the regularity and promptness of its provision, the availability of such information for shareholders and other interested parties, the reliability and completeness of its content, and the observance of a reasonable balance between the openness of the bank and the observance of its commercial interests.

The document regulates in detail the rights of shareholders, the procedure for convening and holding a general meeting of shareholders, the formation process, rights, obligations and the level of responsibility of members of the board of directors and other management bodies of the bank.

The code contains a provision according to which at least one independent director is included in the board of directors. He acts as an "arbiter" on such issues as the development of the bank's strategy, performance assessment executive bodies, resolution of possible conflicts with the participation of shareholders.

As noted in the code, the successful solution of the bank's tasks and the achievement of the goals set during its establishment is possible if corporate conflicts are promptly prevented and resolved. In this regard, the bank is ready to take the initiative to settle them by all reasonable means in a pre-trial manner.

In a generalized form, the main ideas of the Code of Corporate Conduct are as follows:

  • ensuring the reality of minority rights shareholders;
  • ensuring equality of rights of shareholders;
  • giving true meaning the board of directors as an organ strategic management joint stock company and control over activities executive bodies;
  • avoidance of unnecessary limitation of the competence of executive bodies joint stock company while ensuring their control over the board of directors and shareholders;
  • ensuring maximum information transparency his activities;
  • taking into account the legitimate interests of the company's employees and other groups of interested persons;
  • ensuring maximum control over financial and economic activities societies in order to protect the rights and legitimate interests of shareholders.

Today, the OECD (Organization for Economic Cooperation and Development) Corporate Governance Principles are considered the main document in the field of international corporate governance standards.

The OECD principles are not binding, they can be used as recommendations to government agencies to improve national legislation, as well as to representatives of the private sector to develop more detailed “best practice” in the field of corporate governance.

The OECD Principles cover five areas.

  • 1. Shareholder rights. The corporate governance structure must protect the rights of shareholders.
  • 2. Equal treatment of shareholders. The corporate governance structure should ensure equal treatment of shareholders, including small and foreign investors. All shareholders should be able to receive effective protection in the event of violation of their rights.
  • 3. Role of stakeholders. The corporate governance structure should recognize the rights of stakeholders under the law and encourage their active cooperation with the company in creating jobs, improving the welfare and ensuring the financial stability of enterprises.
  • 4. Disclosure and Transparency. The corporate governance structure should ensure timely and accurate disclosure of information on all material matters affecting the company, including financial position, results of operations, ownership and management of the company.
  • 5. Responsibilities of the Board of Directors. The corporate governance structure should ensure the strategic management of the company, effective oversight of the administration by the board of directors, and accountability of the board of directors to shareholders.

Based on the five OECD principles, Euro Shareholders (Confederation of European Shareholders Associations) have issued their own directives - Basic Principles of Corporate Governance, which contain a number of specific recommendations regarding the company's objectives, voting rights, protection against takeovers, the right to information and the role of the board of directors:

  • the company, first of all, should strive to maximize value share capital in the long term. Companies should clearly state in writing their financial goals and your strategy and include it in the annual report;
  • major decisions that have a fundamental impact on the nature, size, structure and risks of the company, and decisions that have significant consequences for the position of a shareholder of the company, must be approved by shareholders or taken at a general meeting of shareholders;
  • safeguards against acquisitions or other means that limit shareholder influence should be avoided;
  • mergers and acquisitions should be regulated, compliance with such provisions should be monitored;
  • if the shareholder's ownership reaches a certain amount, he should be obliged to offer to buy back the remaining shares on reasonable terms, i.e. at an affordable price;
  • companies must immediately disclose information that could affect the value of shares, as well as information about shareholders who cross (in terms of increasing or decreasing) the 5% border of ownership. Failure to comply with this requirement should be subject to severe penalties;
  • auditors must be independent and elected general meeting shareholders;
  • shareholders should be able to include issues on the agenda of the meeting;
  • apart from the usual channels of information dissemination, the company should electronic means to provide shareholders with information that may affect the value of shares;
  • shareholders should have the right to elect members of at least one council, and also raise the issue of removing a member of the council. Before being elected, they should be able to nominate candidates for the council;
  • the membership of non-executive directors on the board in both a single-tier and a two-tier system (a member of the supervisory board) should be limited to 12 years;
  • there can be no more than one non-executive board member from among the former executive board members. Content of the Russian Code of Corporate Conduct

includes the following sections.

  • 1. Introduction.
  • 2. Principles of corporate conduct.
  • 3. General meeting of shareholders.
  • 4. Board of directors of the company.
  • 5. Executive bodies of the company.
  • 6. Corporate secretary of the company.
  • 7. Significant corporate actions.
  • 8. Disclosure of information about the company.
  • 9. Control over the financial and economic activities of the company.
  • 10. Dividends.
  • 11. Settlement of corporate conflicts.

The introduction to the code notes that the purpose of applying corporate conduct standards is to protect the interests of all shareholders, regardless of the size of the shareholding they own.

The purpose of the Code of Corporate Conduct is to “protect the interests of all shareholders”. In other words, it is directly needed by the shareholders rather than the management of the organization. However, the consequence of the implementation of this goal is to increase its investment attractiveness. Such a prospect may become interesting for advanced management seeking to develop at the expense of investment resources. But this interest is already indirect, conditional, since the decision to attract additional investment is still made by shareholders, not managers.

The Code of Corporate Conduct deals with the following groups of participants in corporate relations: shareholders (owners), members of elected corporate bodies (board of directors, audit committee), top management.

Corporate behavior should be based on respect for the rights and legitimate interests of its members and contribute to the efficient operation of the company, including increasing the value of its assets, creating jobs and maintaining financial stability and profitability.

The basis for efficient operation and investment attractiveness of a company is trust between all participants in corporate relations arising in connection with the management of the company.

The principles of corporate behavior are the initial principles underlying the formation, functioning and improvement of the corporate governance system of companies.

  • 1. The practice of corporate conduct should provide shareholders with a real opportunity to exercise their rights related to participation in the company.
  • 1.1. Shareholders must be provided with reliable and effective ways registration of ownership rights to shares, as well as the possibility of free and quick disposal of their shares.
  • 1.2. Shareholders have the right to participate in the management of the joint-stock company by making decisions on the most important issues of the company's activities at the general meeting of shareholders. To exercise this right, it is recommended that:
    • the procedure for announcing the holding of the general meeting of shareholders gave shareholders the opportunity to properly prepare for participation in it;
    • shareholders were given the opportunity to familiarize themselves with the list of persons entitled to participate in the general meeting;
    • the place, date and time of the general meeting were determined in such a way that the shareholders had a real and easy opportunity to take part in it;
    • the shareholders' rights to demand the convocation of the general meeting and make proposals to the agenda of the meeting were not associated with unjustified difficulties in confirming the existence of these rights by the shareholders;
    • each shareholder had the opportunity to exercise the right to vote in the simplest and most convenient way for him.
  • 1.3. Shareholders should be given the opportunity to participate in the company's profits. To exercise this right, it is recommended:
    • establish a transparent and understandable mechanism for determining the amount of dividends and their payment;
    • provide sufficient information to form an accurate understanding of the availability of conditions for the payment of dividends and the procedure for their payment;
    • exclude the possibility of misleading shareholders regarding the financial position of the company when paying dividends;
    • to ensure such a procedure for the payment of dividends, which would not be associated with unjustified difficulties in obtaining them;
    • envisage measures applied to executive bodies in case of incomplete or untimely payment of declared dividends.
  • 1.4. Shareholders have the right to regularly and timely receive complete and reliable information about the company. This right is exercised by:
    • providing comprehensive information on each item on the agenda when preparing the general meeting of shareholders;
    • inclusion in the annual report provided to shareholders of the necessary information to assess the results of the company's activities for the year;
    • introduction of the position of the corporate secretary (hereinafter - the secretary of the company), whose tasks include providing shareholders with access to information about the company.
  • 1.5. Shareholders should not abuse their rights.

Actions carried out solely with the intention of causing harm to other shareholders or society, as well as other abuse of rights are not allowed.

2. The practice of corporate conduct should ensure equal treatment of shareholders holding an equal number of shares of the same type (category). All shareholders should be able to receive effective protection in the event of violation of their rights.

Trust in the company is based to a very large extent on the equal attitude of the company towards equal shareholders. For the purposes of this Code, equal shareholders are persons who own the same number of shares of the same type (category). Compliance with this principle is ensured:

  • the establishment of a procedure for conducting a general meeting, providing an equal opportunity for all persons present at it to express their opinion and ask questions of interest to them;
  • establishing a procedure for performing significant corporate actions that allows shareholders to receive full information about them and guarantees the observance of their rights;
  • a prohibition to carry out transactions using insider and confidential information;
  • election of members of the board of directors, members of the management board and the general director in accordance with a transparent procedure that provides shareholders with full information about these persons;
  • provision of information on such interest by members of the Management Board, General Director and other persons who may be recognized as interested in the transaction;
  • taking all necessary and possible measures to resolve the conflict between the body of the company and its shareholder (shareholders), as well as between shareholders, if such a conflict affects the interests of the company (hereinafter - the corporate conflict).
  • 3. The practice of corporate conduct should ensure that the board of directors exercises strategic management of the company's activities and ensures effective control on its part over the activities of the company's executive bodies, as well as accountability of members of the board of directors to its shareholders.
  • 3.1. The board of directors determines the development strategy of the company, and also ensures effective control of its financial and economic activities. To this end, the board of directors approves:
    • priority directions of this activity;
    • financial and business plan;
    • internal control procedures.
  • 3.2. The composition of the board of directors of the company should ensure the most efficient performance of the functions assigned to it. For this it is recommended that:
    • members of the board of directors were elected through a transparent procedure that takes into account the diversity of opinions of shareholders, ensures that the composition of the board complies with legal requirements and allows the election of independent members of the board of directors (hereinafter - an independent director); the board of directors included a sufficient number of independent directors;
    • the procedure for determining the quorum of board meetings ensured the participation of non-executive and independent directors.
  • 3.3. It is recommended that board members actively participate in board meetings and board committees.
  • regularly in accordance with a specially developed plan;
  • in full-time or in absentia, depending on the importance of the issues under consideration.
  • the strategic planning committee helps to improve the efficiency of the company in the long term;
  • the audit committee ensures the control of the board of directors of the financial and economic activities of the company;
  • the HR and Remuneration Committee promotes the attraction of qualified specialists to the management of the company and the creation of the necessary incentives for their successful work;
  • the committee for the settlement of corporate conflicts contributes to the prevention and effective resolution of corporate conflicts.

The board of directors may also consider the establishment of other committees, including a risk management committee, an ethics committee.

3.4. The board of directors ensures and controls the efficient operation of the company's executive bodies.

  • was empowered to suspend the powers of the CEO ( management organization, manager) of the company;
  • determined the requirements for candidates for the positions of the general director (managing organization, manager) and members of the board of the company;
  • approved the terms of contracts with the general director (managing organization, manager), members of the board of the company, including the terms of remuneration and other payments.
  • 4. The practice of corporate conduct should provide the executive bodies of the company with the ability to reasonably, in good faith, exclusively in its interests, to exercise effective management of current activities, as well as accountability of the executive bodies to the board of directors of the company and its shareholders.
  • 4.1. Companies are recommended to create a collegial executive body (board), whose competence should include the solution of the most complex issues of managing the current activities of the company.
  • 4.2. The composition of the executive bodies of the company should ensure the most effective implementation of the functions assigned to the executive bodies. For this:
    • the CEO and members of the management board should be elected in accordance with a transparent procedure that provides shareholders with full information about these persons;
    • when deciding to transfer the powers of the sole executive body to a managing organization (manager), shareholders must have complete information, including information on the risks associated with the transfer of powers, justification of the need for such a transfer, confirmation that the managing organization (manager) has funds to compensate for losses to the company in case of any such losses due to their fault, as well as a draft agreement concluded with them;
    • the CEO and board members should have sufficient time to carry out their assigned duties.
  • 4.3. It is recommended that executive bodies act in accordance with the company's financial and business plan.
  • 4.4. It is recommended that the remuneration of the general director (managing organization, manager) and members of the collegial executive body correspond to their qualifications and take into account their real contribution to the results of the company's activities.
  • 5. The practice of corporate conduct should ensure timely disclosure of complete and reliable information about the company, including its financial position, economic performance, ownership and management structure, in order to ensure the possibility of making informed decisions by the company's shareholders and investors.
  • 5.1. Shareholders should have an equal opportunity to access the same information.
  • 5.2. The information policy of the company should ensure the possibility of free and easy access to information about it.
  • 5.3. Shareholders should be able to receive complete and reliable information, including on the financial position of the company, the results of its activities, on its management, on large shareholders, as well as on material facts affecting its financial and economic activities.
  • 5.4. The company should exercise control over the use of confidential and insider information.
  • 6. The practice of corporate conduct should take into account the rights of interested parties, including employees of the company, provided for by law, and encourage active cooperation between the company and interested parties in order to increase the company's assets, the value of shares and other securities, and create new jobs.
  • 6.1. To ensure the efficient operation of the company, its executive bodies must take into account the interests of third parties, including creditors, the state and municipalities in whose territory the company or its structural divisions are located.
  • 6.2. The management bodies of the company must promote the interest of employees in the effective work of the company.
  • 7. The practice of corporate conduct should ensure effective control of the financial and economic activities of the company in order to protect the rights and legitimate interests of shareholders.
  • 7.1. It is recommended that the company create an efficiently functioning system of daily control over its financial and economic activities. For this, it is recommended that the company's activities be carried out on the basis of a financial and business plan, annually approved by its board of directors.
  • 7.2. It is recommended that the company delimit the competence of the bodies and persons involved in the control system of its financial and economic activities that develop, approve, apply and evaluate the internal control system. It is recommended to entrust the development of these procedures to the internal control service (hereinafter - the control and audit service), independent of the executive bodies of the company, and the approval of the internal control procedures - to the board of directors of the company.
  • 7.3. It is recommended in society to establish effective interaction between internal and external audit... To this end:
    • the audit committee evaluates candidates for auditors of the company;
    • conclusion audit organization(auditor) of the company before

submitting it for approval by the general meeting of shareholders

submitted for evaluation to the audit committee.

The Principles of Corporate Conduct are the basis for the guidance contained in the chapters of the code, as well as the basic principles that should be followed in the absence of such guidance. These principles are formulated taking into account the Corporate Governance Principles of the Organization for Economic Cooperation and Development (OECD), international practice in the field of corporate conduct, as well as the experience accumulated in Russia since the adoption of the Federal Law “On Joint Stock Companies”. The Code of Corporate Conduct regulates primarily the behavior of corporation participants, market participants, and not corporate governance. The norms of behavior of employees are fixed code of ethics behavior.

Questions and tasks

  • 1. Is Henry Ford's statement about social responsibility of business relevant, in your opinion, for our time?
  • 2. Conduct a social responsibility analysis of a specific company.
  • 3. What is the difference between corporate governance and corporate behavior?
  • 4. What is the purpose of the Code of Corporate Conduct?
  • 5. What provisions of the code can be attributed to corporate governance?
  • 6. Describe the corporate governance system.

FEDERAL SECURITIES MARKET COMMISSION

In accordance with subparagraph 2 of paragraph 2 of the minutes of the meeting of the Government of the Russian Federation of November 28, 2001 N 49 and in order to improve the management of joint stock companies, ensure the rights and legitimate interests of shareholders, as well as ensure the disclosure of information to investors:

  1. Recommend that joint stock companies established on the territory of the Russian Federation follow the provisions of the attached Code (Code of Rules) of corporate conduct (hereinafter referred to as the Code of Corporate Conduct), approved at a meeting of the Government of the Russian Federation dated November 28, 2001 (Minutes No. 49).
  2. Recommend to organizers of trading on the securities market and stock exchanges (hereinafter - organizers of trading on the securities market):

    provide in the rules for admitting securities to circulation and excluding securities from circulation through the organizer of trade on the securities market, as one of the conditions for the inclusion of securities of issuers in the quotation lists of the organizer of trade on the securities market, the submission by issuers of securities to the organizer of trade on the securities market information on compliance with the provisions of the Code of Corporate Conduct;

    disclose this information by posting it on the website of the organizer of trading on the securities market on the Internet or publishing it on print media, or otherwise.

  3. Recommend to joint stock companies:

    disclose in the annual report information on whether the joint-stock company follows the provisions of the Code of Corporate Conduct;

    provide in the annual report of a joint-stock company that follows the provisions of the Code of Corporate Conduct, a section "Corporate Conduct" containing information on which principles and recommendations of the Code of Corporate Conduct the joint-stock company should follow, including the presence of a joint-stock company on the board of directors (supervisory board) the company of independent directors, on the committees of the board of directors (supervisory board), on the system of control over the financial and economic activities of the joint-stock company;

    disclose information on adherence to specific provisions of the Code of Corporate Conduct as part of additional material general information about the issuer disclosed in the issuer's quarterly report for the fourth quarter.

CODE OF CORPORATE CONDUCT

INTRODUCTION

"Corporate behavior" is a concept that encompasses a variety of activities related to the management of business entities. Corporate behavior affects the economic performance of business entities and their ability to raise capital for economic growth. Improving corporate behavior in the Russian Federation is the most important measure necessary to increase the inflow of investments into all sectors of the Russian economy, both from sources within the country and from foreign investors. One of the ways of such improvement can be the introduction of certain standards, established based on the analysis of the best corporate behavior practices.

The standards of corporate conduct are applicable to all types of business entities, but they are most important for joint stock companies. This is due to the fact that it is in joint-stock companies, where the separation of property from management often takes place, that conflicts related to corporate behavior are most likely to arise. Therefore, the Code was developed primarily for joint stock companies entering the capital market. At the same time, this does not exclude the possibility of its application by any other business companies.

The purpose of applying corporate governance standards is to protect the interests of all shareholders, regardless of the size of the shareholding they own. The higher the level of protection of shareholders' interests can be achieved, the more investment Russian joint stock companies (hereinafter referred to as companies) can count on, which will have a positive impact on the Russian economy as a whole.

Corporate conduct must ensure a high level of business ethics in relations between market participants.

Below are the prerequisites for the development of the Code of Corporate Conduct (hereinafter - the Code). It should be borne in mind that the company may develop its own code of corporate conduct in accordance with the recommendations of this Code or include some of its provisions in its own internal documents... Based on its organizational legal form, industry affiliation, capital structure and other features, the company has the right to use those recommendations of the Code, which it considers acceptable for itself.

1. Most of the generally recognized principles of corporate conduct have already been reflected in Russian legislation, but the practice of their implementation, including judicial practice, and the traditions of corporate conduct are still being formed.

Modern Russian legislation on business companies has relatively short term development, however, it has already reflected most of the generally recognized principles of corporate behavior.

On the other hand, the main problems of corporate behavior are associated not so much with the quality of legislation as with the absence of a long-term practice of corporate relations, in connection with which the traditions of corporate behavior are still being formed.

2. Proper corporate behavior cannot be ensured only by legal norms.

Obviously, legislation does not regulate, and indeed cannot regulate, all issues arising in connection with the management of societies.

First, the legislation establishes and should establish only general binding rules. It cannot and should not strive to settle in detail all questions of the activities of societies. The detailing of legal norms impedes the work of societies, since each of them is unique and the peculiarities of its activities cannot be fully reflected in the legislation. Therefore, legislation often either does not contain any rules governing the relevant relations (and the lack of regulation is not always a gap in the legislation), or establishes general rule, leaving for the participants of such relations the possibility of choosing a variant of behavior.

Secondly, the legislation turns out to be unable to respond in a timely manner to changes in corporate behavior practice, since amending the legislation takes a significant amount of time.

3. Many issues related to corporate conduct lie outside the legal sphere and are ethical, not legal.

Many legal provisions governing corporate conduct are based on ethical standards. An example of such legal norms is the norms of civil law that establish the possibility, in particular, in the absence of applicable law, to proceed from the requirements of good faith, rationality and justice, as well as to exercise civil rights reasonably and in good faith. Thus, moral and ethical standards of rationality, fairness and integrity are an integral part of the current legislation.

However, such legal provisions are not always sufficient to achieve proper corporate behavior. Therefore, societies should act in accordance not only with legal norms, but also with ethical norms, which are often more stringent than legal norms.

The ethical norms used in the business community are an established system of norms of behavior and business customs, not based on legislation and forming positive expectations regarding the behavior of participants in corporate relations.

Ethical standards of corporate behavior form stable stereotypes of behavior common to all participants in corporate relations.

Following ethical standards is not only a moral imperative, but also helps society to avoid risks, supports long-term economic growth and promotes successful business activities.

Ethical norms, along with legislation, form the company's corporate behavior policy based on taking into account the interests of shareholders and the company's management, which helps to strengthen the company's position and increase its profits.

The Code is given a special place in the development and improvement of Russian corporate behavior practice. It has an important educational role to play in setting standards for the governance of Russian societies and in contributing to the further development of the Russian stock market.

The Code was developed in accordance with the provisions of the current Russian legislation, taking into account the existing Russian and foreign practice of corporate behavior, ethical standards, specific needs and conditions of activity of Russian companies and Russian capital markets at the current stage of their development.

The provisions of the Code are based on the internationally recognized principles of corporate governance developed by the Organization for Economic Cooperation and Development (OECD), in accordance with which in recent years a number of other states have adopted corporate governance codes and similar documents.

The Code reveals the basic principles of best corporate conduct practice, in accordance with which Russian societies can build their own system of corporate behavior, and also contains recommendations for the practical implementation of these principles and the disclosure of relevant information.

When forming their own corporate conduct policy, companies can independently determine which rules and procedures recommended by the Code to follow, and (or) develop other rules and procedures in accordance with the principles of corporate conduct disclosed in the Code.



Attached files:

You can download the full version of the Code of Conduct here

Corporate social responsibility

Lecture topic: "Models of corporate social responsibility"

Lecture sections:

1. Formation of a comprehensive model of corporate social responsibility.
2. CSR models in foreign countries.
3. Russian model of CSR.

SECTION 1. FORMATION OF AN INTEGRATED MODEL OF CORPORATE SOCIAL RESPONSIBILITY.

CSR has gone from a managerial exoticism of global corporations to standard routines introduced and used all over the world by firms of various sizes and forms of ownership. According to the consulting firm CorporateRegister.com, in 2010 in the world
about 4000 reports have already been published in the field corporate responsibility, which exceeded the indicators of 2000 by more than four times.

WHAT ARE THE KNOWN CONCEPTS RELATED TO CORPORATE SOCIAL RESPONSIBILITY?

In the academic community, CSR issues have been discussed and reflected in the world scientific literature since the 1950s. During this period, many monographs and scientific articles were published. They describe many of the concepts associated with CSR. The following concepts are best known.

Corporate social sensitivity;

Corporate social activities;

Business ethics;

Corporate philanthropy;

Social problems;

Corporate social integrity;

Corporate social policy;

Stakeholder management (stakeholder management);

Corporate citizenship;

Sustainable development;

Corporate sustainability;

Corporate reputation;

Socially responsible investment;

Triple reporting;

Corporate social reporting.

These concepts are dynamic, their meaning changes over time and space, and they complement and develop each other. As a result, attempts to create a comprehensive CSR model, including previously developed concepts as constituent elements complementary to each other.

WHAT CONCEPTS ARE INCLUDED IN THE COMPREHENSIVE CSR MODEL?

These concepts are presented in Figure 1.

Figure 1. The emergence of various concepts close to CSR.

WHO GIVEN THE FIRST DEFINITION OF SOCIAL RESPONSIBILITY?

The first definition of social responsibility in 1953 was given by G. Bowen:

“THE SOCIAL RESPONSIBILITY OF A BUSINESSMAN CONSISTS IN THE IMPLEMENTATION OF SUCH POLICY, MAKING SUCH DECISIONS OR FOLLOWING SUCH A LINE OF BEHAVIOR THAT WOULD BE DESIRABLE FOR THE PURPOSES AND VALUES OF SOCIETY”.

Bowen's definition, speaking of the behavior of a businessman or a corporation, that is desirable for society, implies the existence of a social contract that harmonizes the behavior of a businessman with the goals and values ​​of society. The specific terms of this agreement may vary depending on different countries and change over time, but the contract as a whole remains the main source of business legitimacy, or, in other words, society guarantees freedom of entrepreneurship if entrepreneurs take into account the expectations of society in their activities. Responsible in the context of CSR can be called an organization, whose top managers, in the event of a choice between different resource intensity (but acceptable in terms of profitability) management decisions willing to choose a more resource-intensive option if it better meets expectations own employees and society. Also, the understanding of social responsibility within the framework of Bowen's definition presupposes the recognition of the social role of the businessman himself as a moral agent, capable not only of perceiving and taking into account the values ​​of society, but also actively participating in their formation. These two implied conditions - the social contract and the moral agent - define the sources of social responsibility.

An integrated approach was developed by scientists L. Preston, J. Post, A. Carroll.

One of the attempts to present the social responsibility of business as holistic system is the CSR model proposed in the late 1970s by the American economist Archie B. Carroll. The peak of the integrated approach is the interpretation of A. Carroll, who gave his own definition of CSR.

WHAT IS CAROLL'S DEFINITION OF CORPORATE SOCIAL RESPONSIBILITY?

CSR means:

"CONFORMITY OF THE ORGANIZATION'S ACTIVITIES WITH ECONOMIC, LEGAL AND DISCRETIONAL (PHILANTHROPIC) EXPECTATIONS SUBMITTED BY THE ORGANIZATION'S SOCIETY AT THE PRESENT PERIOD OF TIME".

A little later, A. Carroll refined his definition as follows:

“CSR IS A MULTI-LEVEL RESPONSIBILITY THAT CAN BE REPRESENTED IN THE FORM OF A PYRAMID. A CSR CONFIDENTIAL FIRM SHOULD STRIVE TO RECEIVE PROFIT, FOLLOW THE LAWS, BE ETHICAL AND ALSO BE A GOOD CORPORATE CITIZEN. "

WHAT IS THE PYRAMID OF A. CAROLL?

A. Carroll's pyramid is shown in Figure 2. Three levels of the pyramid correspond to three spheres of social structure - economy, legal system and ethical norms. The fourth level was philanthropic. It has been redistributed between ethical and economic levels of responsibility, since philanthropic companies are driven by economic motives, and the distinction between philanthropic and ethical activities is difficult to draw in theory and practice.

Figure 2. Carroll's pyramid.

WHAT IS ECONOMIC RESPONSIBILITY?

Lying at the base of A. Carroll's pyramid ECONOMIC RESPONSIBILITY implies the direct obligation of an organization in the market as a producer of goods and services to satisfy any needs of consumers and, thus, to extract its own profit.

WHAT IS LEGAL LIABILITY?

LEGAL RESPONSIBILITY implies the need for law-abiding business in conditions market economy, compliance of the company's activities with those expectations of society, which are fixed in legal norms.

WHAT IS ETHICAL RESPONSIBILITY?

ETHICAL RESPONSIBILITY requires the organization's business practices to be
those expectations of society that are not stipulated in legal norms, but are based on existing moral norms.

WHAT IS PHILANTHROPIC RESPONSIBILITY?

PHILANTHROPIC OR DISCRETIONAL RESPONSIBILITY encourages the firm to take charitable actions aimed at helping those in need, including in the implementation of social programs.

WHAT IS THE ESSENCE OF CAROLL'S THREE-DIMENSIONAL CSR MODEL?

1) CORPORATE SOCIAL RESPONSIBILITY - possible levels: economic, legal, ethical, discretionary;

2) CORPORATE SOCIAL ACCEPTANCE - the range of changes from reactive to proactive: reactive, defensive, adaptive and proactive;

3) SOCIAL RELEVANT ISSUES - security the environment, product safety, discrimination, workplace safety, shareholder engagement, etc.

WHAT IS THE ESSENCE OF THE CORPORATE SOCIAL ACTIVITY MODEL?

A similar development of the idea of ​​multidimensional CSR was continued by the model developed by S. Vartik and F. Cochren, who focused on corporate social activity (CSA). In doing so, they relied on 3D model A. Caroll, but each dimension of Caroll was given its own names: principles, process, policy.

The KSD model by S. Vartik and F. Cochran is shown in Table 1.

Table 1. Model of corporate social activity by S. Vartik and F. Cochren.

WHAT IS CORPORATE SOCIAL ACTIVITY?

CORPORATE SOCIAL ACTIVITY is the fundamental relationship between the principles of social responsibility, the process of social responsiveness and policies aimed at solving social problems.

WHAT ARE THE DIRECTIVE FORCES (SOURCES) OF CORPORATE SOCIAL ACTIVITY?

The driving forces (sources) of corporate social activity are shown in Table 2.

Table 2. Guiding forces acting in the model of corporate social activity by S. Vartik and F. Cochren.

Corporate Social Responsibility: Driving Forces Corporate Social Awareness: Driving Forces Company Policy: Driving Forces
Social contract Ability to perceive changing social conditions Risk minimization
The corporation as a moral agent Management approaches to the development of ways of perception Implementation of an effective corporate social policy

According to Wood, the term "activity" implies actions and results, and social sensitivity is not one process, but a collection of different processes.

Corporate Social Responsibility provides an answer to the question: why should a company act in one way or another?

Corporate social sensitivity answers the question: how exactly does the company operate?

WHAT IS THE ESSENCE OF THE MODEL OF CORPORATE SOCIAL ACTIVITY PROPOSED BY D. WOOD?

D. Wood proposed the following model of corporate social activity (CSA), which includes the principles of CSA, processes of CSA and the results of corporate behavior.

WHAT ARE THE PRINCIPLES OF CORPORATE SOCIAL ACTIVITY IN THE WOOD MODEL?

CSR principles:

1. INSTITUTIONAL PRINCIPLE OF LEGITIMITY: Society provides business with legitimacy and empowers it. In the long term, this power is lost by those who, from the point of view of society, do not use it responsibly.

2. ORGANIZATIONAL PRINCIPLE OF PUBLIC LEGAL RESPONSIBILITY: Organizations in business are responsible for those results that relate to their areas of interaction with society.

3. INDIVIDUAL PRINCIPLE OF FREEDOM OF MANAGEMENT CHOICE: managers are moral agents. In every area of ​​corporate social responsibility, they have a responsibility to use their freedom of choice to achieve socially responsible results.

WHAT ARE THE PROCESSES OF CORPORATE SOCIAL ACCEPTANCE IN THE WOOD MODEL?

Corporate Social Awareness Processes:

1. Assessment of the business environment.

2. Management of stakeholders (stakeholders).

3. Problem management.

WHAT ARE THE RESULTS OF CORPORATE BEHAVIOR IN THE WOOD MODEL?

Results of corporate behavior:

1. Impact on society.

2. Social programs.

3. Social policy.

WHAT ARE THE FEATURES OF THE MODEL PROPOSED BY D. SWANSON?

D. Swanson suggested reorienting D. Wood's model towards the development of CSR principles. In addition, she identified the following organizational value processes:

ECONOMIZING - the process of achieving effective results in the framework of competitive behavior; at the same time, organizations are responsible for the results of economizing;

STRIVING FOR POWER - the struggle to raise the status within the management hierarchy; at the same time, top managers, when making decisions, should put the interests of economizing and ecologizing above the desire for power;

ECOLOGYIZING - the process of developing the organization's relations with the external environment, ensuring the stability of the organization; however, organizations are held accountable for the results of ecologizing.

WHAT IS THE ESSENCE OF THE 3P THEORY?

In accordance with the 3P model - People, Planet, Profit (from the English People, Planet, Profit) - there is a constant symbiosis between its three elements, and the development of one of the components leads to the development of the other components of the model.

The theory of 3P in the literature is also called the "TRIUNITY PRINCIPLE" (from the English triple bottom line, or 3BL, or TBL). This principle, which is often used as a standard in the preparation of corporate social reporting, implies the need to include economic, environmental and social issues.

WHEN WAS THE TERM "TRINITY PRINCIPLE" FIRST USED?

The “Trinity Principle” was first used as a term in 1994 by the Englishman John Elkington, co-founder of the SustainAbility agency and one of the largest researchers of the concept of CSR.

WHAT IS THE ESSENCE OF THE THEORY OF FOCUSED SOCIAL RESPONSIBILITY BY M. PORTER?

This approach, formulated by Michael Porter in 1999, implies the implementation of a CSR strategy aimed at specific groups of stakeholders in order to implement social projects that would optimize the achievement of both financial and social goals in the company's activities. The main tasks, according to Porter, are, firstly, to determine the areas in which the company should focus its social responsibility to improve competitiveness, and secondly, to find effective ways of implementation.

Figure 1. Levels of the company's CSR application.

The concept of a group of stakeholders (stakeholders) includes:

Influence groups that finance the enterprise (for example, shareholders);

The managers who run the corporation;

Company employees;

Each of these groups has different interests and power capabilities, which will influence the level of their tasks.

The formation of a CSR system is a complex multi-stage process that will take a long period of time and will require focused efforts from the company.

Responsive CSR is aimed at mitigating existing problems and negative consequences of the company's activities, strategic CSR provides for embedding the idea of ​​social responsibility in the company's strategy and focusing on creating long-term competitive advantages. It is considered as a transition from the logic of "social costs" to the logic of "social investments".
WHAT IS THE FUNDAMENTAL PRINCIPLE OF CSR?

The fundamental principle of CSR is strict observance of the law, so the first thing a company striving for social responsibility should do is to analyze its activities and bring them into full compliance with the letter of the law. This is the so-called BASIC LEGAL LEVEL of CSR.

At the next stages, there is a gradual expansion of social responsibility through the implementation of voluntary initiatives aimed at solving socio-economic problems, improving the environmental situation, improving product quality, promoting innovations, etc.

The last and most advanced civil stage of CSR development involves active action companies aimed at promoting CSR principles in the business community, including among business partners, suppliers, professional communities, business colleagues. As a result, the company becomes a provider of social responsibility ideas, creating a favorable environment for further collective action to achieve positive change.

HOW DOES THE WORLD COUNCIL FOR SUSTAINABLE DEVELOPMENT DEFINITION OF CORPORATE SOCIAL RESPONSIBILITY?

The World Council for Sustainable Development defines corporate social responsibility as a BUSINESS COMMITMENT TO THE CONCEPT OF SUSTAINABLE ECONOMIC DEVELOPMENT IN WORKING WITH ITS EMPLOYEES, THEIR FAMILIES, LOCAL POPULATION, SOCIETY IN THE WHOLE PURPOSE.

HOW DO RUSSIAN SCIENTISTS DEFINED CORPORATE SOCIAL RESPONSIBILITY?

According to domestic researchers, corporate social responsibility is a VOLUNTARY CONTRIBUTION OF BUSINESS TO THE DEVELOPMENT OF SOCIETY IN THE SOCIAL, ECONOMIC AND ENVIRONMENTAL SPHERE, DIRECTLY RELATED TO THE CORE ACTIVITIES OF THE COMPANY AND OUTSIDE THE FRAMEWORK.

Corporate social responsibility, first of all, is designed to show how the management of a company takes into account its social, environmental and economic impact, how the maximum profit is achieved with minimal negative impacts.

Thus, the social responsibility of companies is linked to their sustainable development.

WHAT IS CORPORATE SOCIAL RESPONSIBILITY?

Corporate social responsibility involves:

Production in sufficient quantities of products and services, the quality of which meets all mandatory standards, while observing all legal requirements for doing business;

Observance of the right of workers to safe work under certain social guarantees, including the creation of new jobs;

Assistance in improving the qualifications and skills of personnel;

Protecting the environment and saving irreplaceable resources;

Protection of cultural heritage;

Supporting the efforts of the authorities in the development of the territory where the organization is located, assistance to local institutions of the social sphere;

Help for low-income families, disabled people, orphans and the elderly;

Compliance with generally accepted legal and ethical business standards.

WHAT ARE THE MOST COMMON DIRECTIONS OF COMPANY SOCIAL PROGRAMS?

Among the most common areas of social programs of companies, the following areas are distinguished:

Development;

Health protection and safe working conditions;

Socially responsible restructuring;

Environmental protection and resource conservation;

Local community development;

Fair Business Practice.

SECTION 2. CSR MODELS IN FOREIGN COUNTRIES.

Approaches to the formation of models of corporate social responsibility in different countries of the world are indicative. In each country, CSR theories and styles are formed under the influence of national culture and its specifics.

WHAT ARE THE BASIC MODELS OF CORPORATE SOCIAL RESPONSIBILITY DO YOU SEE?

There are 5 main models of corporate social responsibility (CSR):

- European CSR model;

- British CSR model;

- American CSR model;

- Canadian CSR model;

- Japanese CSR model.

IN recent times a number of researchers pay great attention to the study of the modern Chinese model of CSR and the Islamic model of CSR.

1. EUROPEAN CSR MODEL (CONTINENTAL EUROPE CSR MODEL).

The European CSR model appeared and is developing in the northern EU countries.

CSR is carried out by state regulation... The law enshrines the provisions on compulsory medical insurance and health protection of employees, and other socially significant issues. The so-called corporate social responsiveness develops. Great importance is attached to supporting various CSR initiatives. The European Commission has defined CSR as “a concept in which companies voluntarily join forces with stakeholders to address social issues and implement environmental protection measures”.

WHAT ARE THE CHARACTERISTIC FEATURES OF THE EUROPEAN CSR MODEL?

A characteristic feature of this model is that CSR is not an open line of company behavior and, as a rule, is governed by the norms, standards and laws of the respective states.

2. BRITISH CSR MODEL.

The British CSR model is typical for Great Britain and Central European countries - France, Austria, Germany. The British CSR model combines elements of the US and continental European models, while it is characterized by a significant degree of state and civil society involvement in the process of harmonizing public interests and promoting and rewarding best practices. common feature with other European countries - active support of business from the state.

WHAT ARE THE DISTINCTIVE FEATURES OF THE BRITISH CSR MODEL?

The distinctive features of this model are:

Close attention of the financial sector to CSR projects;

Increased media interest;

Business education system;

Government participation in the development of CSR;

The pronounced initiative of the business itself in creating projects in the field of CSR (the principle of voluntariness).

WHAT ARE THE CHARACTERISTIC FEATURES OF THE UK CSR MODEL?

CSR in the UK combines elements of the American and Continental models.

The CSR model in the UK is characterized by the following features:

The attention of the financial sector to projects in the field of CSR (growth of investment funds);

Increased media interest;

Extensive development of the sector of independent consulting in the field of CSR;

Diverse system training courses in the field of CSR;

Creation of public-private partnerships in the educational sector, etc.

The active role of the British government is reflected in the policy of supporting companies covering their activities in the social, environmental and personnel relations. Whole line of legislative acts establishes a preferential taxation regime for companies that conduct their business in a socially responsible manner and from the standpoint of business ethics, especially in matters of energy use, recycling of industrial waste, etc.

3. AMERICAN CSR MODEL.

WHAT IS THE FEATURE OF THE AMERICAN CSR MODEL?

The peculiarity of the American model of CSR is that activity in this direction is initiated by the companies themselves and provides for the maximum independence of corporations in determining their social contribution. Characterized by a minimal state invasion private sector... At the same time, there are various mechanisms for business participation in social support of society. There are a large number of corporate funds that solve social problems using the potential of business. The state and society encourages corporate behavior. Tax incentives and other preferences are provided. The American CSR model provides for the maximum independence of corporations in determining their social contribution.

Nevertheless, recently the American model has undergone some changes in the direction of more active state intervention in social problems. For example, since 2002, the Sarbanes-Oxley Act has been in effect in the United States, which was the result of numerous corporate scandals in the largest American companies. The law has significantly tightened the requirements for financial statements open joint stock companies, in particular, demanding from them greater social responsibility, transparency, completeness and strengthening of internal control.

4. CANADIAN CSR MODEL.

Canadian CSR model is similar to American model on the main grounds, and it should only be noted that in Canada, many organizations cooperate with the National Institute of Quality Canada, which is introducing a special Canadian CSR standard - a model of quality perfection and a healthy workplace.

The Government of Canada is committed to the social and environmental responsibility of companies operating overseas and to adhere to local and international laws, while respecting national values ​​and international commitments. CSR initiatives are often viewed as company activities that go beyond the legal minimum.

In recent years, the importance of CSR in Canada has gone from an initial focus on good working conditions and philanthropy towards a more complex option that recognizes the importance of the impact of the private sector on society and its role as a participant in international relations.
5. MODEL OF CSR IN JAPAN AND SOUTH KOREA.

Western entrepreneurs see the main goal of achieving the highest success. In the East, it is equally important to combine achievement and moral behavior. Governance should include corporate governance ethics, entrepreneurial morality and employee attitudes towards ethics. Nowadays, a new trend has become the use of moral principles as the basis of corporate culture. According to researchers, the activity of Western companies in the implementation of CSR is largely associated with the influence of the ethical principles of Eastern management.

Thus, the social responsibility of corporations in Japan is supported by the country's cultural traditions.
The Japanese CSR model provides for social cohesion at the company level and business cohesion at the industrial group level. The Japanese model is characterized by an active role of the state, which for a long time took part in corporate strategic planning... Business management is not only about making a profit; it is based on the correct perception of life, society and the world around us, awareness of their responsibility to society and the desire for the progress of civilization as a whole.
Japanese corporations have a solid reputation for solidarity. They traditionally base their strategies on close interaction with authorities and staff. More attention is paid to the problems of environmental protection and interaction with local communities. There is a significant influence of the institution of the state. The countries traditionally cultivate the principle “Our wealth is human resources”. Conditions are created for the most efficient use of personnel. As part of its responsibility to employees, the business provides a whole range of preferences.
In conclusion of this section of the lecture, let us characterize the essence of the modern Chinese model of CSR and the Islamic model of CSR.

6. MODERN CHINESE CSR MODEL.

The modern Chinese CSR model assumes:

1. First, maintaining the development of the company, including the development social services: contribution to the social development, the deduction of as many taxes as possible, the provision of as many new jobs as possible, the desire to bring more public benefit.
2. Secondly, the relationship between the development and interests of the company and personnel is maintained. Personnel development, according to Chinese CSR experts, should be the starting point for the development of the company, which will underpin the company's further progress.
3. Third, maintaining the harmonious development of entrepreneurial structures includes respect to the ecological environment, especially in the field of saving resources, reducing environmental pollution, implementing a harmonious combination of the development of the company and the natural environment.

7. ISLAMIC CSR MODEL.
Regarding the Islamic model of CSR, it should be noted that when revealing the essence of this model, Islamic experts a priori criticize the Western model of CSR. So, according to Humber, there is no absolute principle of ethics and morality in the behavior of the Western so-called socially responsible business. Humber even bluntly states that “we should abandon the search for a special theory of morality for use in business, and we should not try to impose the use of any moral standards in business, but rather should allow corporations to determine their moral responsibility in any way they see fit. ".
Thus, CSR, according to the Islamic approach, is a moral and religious initiative based on the belief that a company should be “good”, regardless of its financial performance. This means that the profit is viewed as necessary condition; The entrepreneur no longer works solely on the principle of maximizing profit, but works with the goal of achieving ultimate happiness in this life and in the future life, in which he recognizes his social and moral responsibility for the well-being of others (for example, consumers, employees, shareholders and local communities).

HOW CAN YOU DETERMINE THE PRINCIPAL DIFFERENCE OF CSR MODELS?

The fundamental difference between the models is determined by the following:

Business independently determines the extent of its contribution to the development of society, or

Official and informal institutions harmonize public interests, which are then transformed into mandatory requirements to business.

In accordance with the variant of resolving this dilemma, the model is considered, in the terminology of D. Matten and J. Moon, an "open" (USA) and "hidden" (Europe) form of CSR.

As for the CSR model in continental Europe, it is largely regulated by the state. Unlike the United States, European corporations are more inclined to limit their liability to stakeholders. Those activities of companies that are traditionally viewed in the United States as CSR (that is, carried out exclusively at the initiative of the business), in Europe, as a rule, are regulated by the norms, standards and laws of the state.

Note that the general trend for both the British and continental model CSR is their obvious latent form with a gradual movement towards an open model.

So, the Western culture of management reflects pragmatism and individualism in the pursuit of profit, improving efficiency to achieve their own goals, using their merits as a driving force. In the East, the emphasis is on community, on collective abilities and achievements, as well as on the value of a person in a team. According to some researchers, the management of the future is associated with the unification of the Western emphasis on success and the Eastern emphasis on inner harmony.

SECTION 3. RUSSIAN CSR MODEL.

The Russian model has a political component, the main interaction in the field of CSR is carried out within the framework of the “business-power” algorithm and is based on informal rules of interaction between the state and big business. Within the approach social programs are considered as business projects aimed at long-term sustainable development of the company, creating a favorable environment for doing business and maintaining social stability in the regions of operation.

Business social responsibility models are changing along with corporate governance models, which is associated with an orientation towards free access to markets for products, capital and labor. The state is obliged to create conditions that stimulate corporations to manifest social activity.

The directions of such incentives are:

Legislation - creation of legal conditions, norms, guarantees of activities in various areas of enterprises of various forms of ownership and control over the implementation of applicable laws.

Property - the creation and operation of its own network of cultural, scientific, health care institutions, the founders of which are government agencies.

Control and administration - the activities of state management and control bodies on the part of the founders and higher authorities, as well as non-departmental control (tax inspection, fire and sanitary supervision, etc.).

Social policy - development priority directions development of society at the federal, regional and local levels.

Funding - the allocation of funds from the federal and local budgets, both for maintenance state enterprises the corresponding level, and for the implementation of the "state order" - programs and projects.

Reproduction of the professional environment - training and retraining of specialists and workers in state educational institutions(universities, specialized secondary educational institutions, refresher courses), as well as control over the observance of the relevant state educational standards in educational institutions and organizations, regardless of their form of ownership and departmental affiliation.

Incentives - taxation and other actions that encourage the support and development of culture and art, science and education, etc.

Information - Information Support development of decisions, activities, analysis of its results.

In Russia, at present, CSR is most often implemented through the use of mechanisms of intersectoral social partnership created by public organizations or jointly with business structures: through cooperation within the framework of charitable activities; through participation in business associations; through investments in the form of social investments.

The most acceptable form of CSR implementation in the current conditions for Russian corporations is social investment, which is understood as material, technological, managerial or other resources, as well as the company's financial resources allocated for the implementation of social programs.

The wide range of application of this form of CSR implementation is due to the fact that it has a large selection of options for the design of the mechanism, including:

According to the procedure within the competence of the social investor;

By agreement between the participants;

In accordance with regulatory legal acts of a certain level (local, regional, federal, etc.);

In accordance with international standards;

No regulation.

The options for the direction of investments may be different, in particular, they can be directed to professional training of personnel, both within the company and outside it; health protection and safe working conditions; socially responsible restructuring; environmental protection and resource conservation; local community development; good business practices, infrastructure development.

In accordance with the directions of social investments, they can be provided by such sources as operating expenses, profit before tax, net profit, and non-financial investments. Almost all large Russian companies have recently begun to develop a special area of ​​activity called corporate social responsibility.

Considerable attention is paid to improving the educational level of employees and training personnel reserve companies, moreover, both from existing employees of enterprises, and through the search for talented youth in educational institutions. In addition, considerable attention began to be paid to the development of local communities, which is reflected in the activities of corporations through external social programs focused on social investments (programs to help children) and charity ( sponsorship collectives of culture, social institutions, veteran organizations).

Part of the responsibility to personnel is regulated by the Labor Code of the Russian Federation, which establishes state guarantees of labor rights and freedoms of citizens, favorable working conditions, protection of the rights and interests of employees.

Thus, labor legislation stipulates the need to conclude a collective agreement (Chapter 7 "Collective agreements and agreements" of the Labor Code of the Russian Federation), the main objectives of which are: creating a system of social partnership in the field of social and labor relations, increasing the efficiency of the organization, stimulating effective work, strengthening social responsibility parties for the results of production and economic activities, ensuring the growth of well-being and the level social protection workers.

The right of employees to participate in the management of the organization is regulated (Chapter 8 “Participation of employees in the management of the organization of the Labor Code of the Russian Federation). However, this right includes making proposals for improving the work of the organization, participation of an employee's representative in the discussion of a collective agreement and obtaining information on issues directly affecting the interests of employees.

Reflected the prohibition of forced labor (article 4 "Prohibition of forced labor" of the Labor Code of the Russian Federation) and discrimination in the field of labor (article 3 "Prohibition of discrimination in the field of labor" of the Labor Code of the Russian Federation). According to Article 3 of the Labor Code of the Russian Federation, no one can be restricted in labor rights and freedoms regardless of gender, race, color, nationality, language, origin, property, family, social and official position, age, place of residence, attitude to religion, political beliefs, affiliation or non-affiliation with public associations not related to business qualities employee.

The rights and obligations of the employer for training and retraining of personnel (section IX "Training, retraining and advanced training of employees" of the Labor Code of the Russian Federation), the employer's obligations to ensure safe conditions and labor protection (section X "Labor protection" of the Labor Code of the Russian Federation) are fixed.

The minimum wage is guaranteed (Article 133 “Establishment of minimum size wages "of the Labor Code of the Russian Federation), additional leave for a special nature of work (Article 118" Annual additional paid leave for a special nature of work "of the Labor Code of the Russian Federation), as well as the material liability of the employer to the employee (Chapter 38" Material liability the employer to the employee "of the Labor Code of the Russian Federation).

Thus, at the legislative level, standards are enshrined in the field of social responsibility of the organization to personnel. They are binding on organizations of any type of legal form. Government authorities at various levels, business structures, all segments of the population must work together to modernize the domestic economy and increase its efficiency and competitiveness, and introduce innovative technologies into production.

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Dorozhkina T.V., Krutikov V.K., Arakelyan S.A., Fedorova O.V. Corporate social responsibility. Study guide. Kaluga: Publishing house "Eidos", 2015. - 178 p.

Korotkov E.M., Aleksandrova O.N., Antonov S.A. and others. Corporate social responsibility. Textbook for bachelors. / ed. E. M. Korotkova. - M .: Yurayt Publishing House, 2012.

Corporate social responsibility: management aspect. Monograph / under total. ed. Doctor of Economics, prof. I.Yu. Belyaeva, Doctor of Economics, prof. M.A. Eskindarova. - M.: KNORUS, 2008.

Tulchinsky G.L. Corporate Social Responsibility: Technology and Performance Assessment. Textbook and workshop for academic bachelor's degree. - M .: Publishing house "Yurayt", 2015.

Continued a similar development of the idea multidimensional CSR model developed by S. Vartik and F. Cochren, who focused on corporate social activity (CSA).

Corporate social activities represents the fundamental relationship between the principles of social responsibility, the process of social sensitivity and policies aimed at solving social problems [cor, p. 57].

Corporate social sensitivity answers the question: how exactly does the company operate?

D. Wood suggested the following corporate social performance model(KSD), including:

Principles of KSD,

· KSD processes;

· The results of corporate behavior [cor, p. 58].

Table 1

CSR principles

1. The institutional principle of legitimacy: society provides business with legitimacy and empowers it. In the long term, this power is lost by those who, from the point of view of society, do not use it responsibly.

2. Organizational principle of public responsibility: organizations in business are responsible for those results that relate to the areas of their interaction with society.

3. The individual principle of freedom of managerial choice: managers are moral agents. In each area of ​​corporate social responsibility, they are obliged to use their freedom of choice to achieve socially responsible results [cor, p. 58].

Corporate Social Awareness Processes

· Assessment of the business environment.

· Management of stakeholders (stakeholders).

· Problem management.

Corporate Behavior Results

· Impact on society.

· Social programs.

· Social politics.

D. Swanson suggested reorienting D. Wood's model towards the development of CSR principles. In addition, she identified the following organizational value processes:

· Economizing - the process of achieving effective results in the framework of competitive behavior; at the same time, organizations are responsible for the results of economizing;

· Striving for power - the struggle for raising the status within the management hierarchy; at the same time, top managers, when making decisions, should put the interests of economizing and ecologizing above the desire for power;

· Ecologizing - the process of developing relations between the organization and the external environment, ensuring the sustainability of the organization; however, organizations are held accountable for the results of ecologizing.

Stakeholder concepts

In addition to the concept of KSD, starting from the 90s of the XX century, alternative KSD concepts began to develop - the concept of stakeholders or interested parties, the concept of corporate citizenship and the concept of corporate sustainability.

Company stakeholders (stakeholders), by the definition of E. Freeman, these are any individuals, groups or organizations that have a significant impact on the decisions made by the firm and / or are influenced by these decisions [cor, p. 60].

Indicative list of stakeholders modern organization:

· Owners;

· Consumers;

· Consumer protection groups;

· Competitors;

· mass media;

· Workers;

· Interest groups;

· Environmentalists;

· Suppliers;

· Government organizations;

· Local community organizations.

3.4. The concept of corporate citizenship and corporate sustainability

Corporate citizenship concept pays special attention to whether organizations have civil rights and obligations, and also connects their activities with the implementation of the rights and obligations of the respective individuals [cor, p. 60].

A. Caroll, using the term "corporate citizenship", wrote that it has four facets: economic, legal, ethical and philanthropic. Thus, in his interpretation, corporate citizenship corresponds to CSR.

A close, but still significantly different definition was given by I. Mainan and O. Ferrell: “ Corporate citizenship- this is the degree to which the company corresponds to the economic, legal and philanthropic responsibility that the stakeholders impose on them. "

Corporate sustainability concept is the youngest of the concepts that make up CSR. The pioneer of this concept was J. Elkington, who introduced the concept of the triple bottom line of a corporation, which includes financial and environmental dimensions consistent with the idea of ​​eco-efficiency, and, the main addition is the assessment of social and broad economic impact, rarely considered in the traditional financial bottom line.

In addition, he outlined possible ways to implement new business strategies that can simultaneously bring benefits to the company, its customers and the natural environment. Three foundations of sustainability Elkington designated ZR (People, Planet, Profits). His idea of ​​sustainable development was perceived as a new paradigm for business development, incorporating the principles of CSR set out in the form of ZR.