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Course work

on the topic: " Comparative assessment of success factorsforeign and Russian corporations"

Content

• Introduction
• Chapter 1. Key aspects of corporate governance
• 1.1 Essence and subjects of corporate relations
• 1.2 Corporate governance mechanisms
• Chapter 2. Comparative analysis of the activities of the Japanese and Russian corporations
• 2.1 Development History and Management System of Toshiba Corporation
• 2.2 Strategic directions of the corporation "Russian electronics" corporation
• Chapter 3. Recommendations for improving the efficiency of the corporation "Russian Electronics"
• 3.1 Recommendations for improving the activities of the board of directors of JSC "Russian electronics"
• 3.2 Application of the model of the corporate governance system at JSC "Russian Electronics"
• Conclusion
• Bibliography
• Applications

Introduction

The new economic history of Russia can be roughly divided into two stages. The first, when the dominant role in the economy was played by institutional transformations at the macro level. Second, when institutional transformations are mainly concentrated at the level of individual enterprises and their associations.

In general, the Russian macroenvironment for the development of enterprises and business turned out to be unique even in comparison with other members of the world community for the following reasons:

1) the generally backward technological structure of the civil sector and the high technological potential of the military-industrial complex;

2) a high degree of development of a number of branches of fundamental science;

3) a high share of large and super-large industrial enterprises in the structure of production capacities, a high level of commodity monopoly;

4) uneven development of various industries with general industrial depressive stabilization;

5) weakness of the financial system, high internal and external public debt;

6) unfavorable investment climate, long-term decline in investment activity in the economy;

7) high share and growth of the shadow economy, high transaction costs of entering the legal market, the costs of protecting property rights, widespread corruption;

8) the weakness of the contract system, the low level of state protection of contracts, the tradition of non-compliance with laws, presidential decrees, decrees of the government and other state bodies;

9) political instability of society, lack of unity in society and power structures on the specific goals of socio-economic transformations.

It is obvious that today the reserves of institutional transformations at the macro level are practically exhausted. Speaking about transformations at the micro level, first of all, we mean transformations at the level of corporate structures. With all the unconditional importance of small and medium-sized forms of entrepreneurship, it is large structures that have enormous financial resources of their own, as well as significant opportunities to attract them, that are able to ensure (in the context of globalization of the world economy) the development and growth of the Russian economy. That is why the current economic situation dictates the need to find ways to improve the efficiency of corporate structures, analyze the causes of failures, and constraining factors of development. These circumstances determine relevance of this study.

Target course work - based on the analysis of theoretical and methodological provisions of the latest trends in the development of the domestic and world economy, as well as practical experience, develop proposals and recommendations to improve the efficiency of corporate governance.

The implementation of this goal made it necessary to solve the following tasks :

1. Define the concept and essence of corporate relations.

2. Identify the structure and mechanisms of corporate governance.

3. Conduct a comparative analysis of Russian and Japanese corporations.

Chapter 1. Key aspects of corporate governance

1.1 Essence and subjects of corporate relations

In the dictionary "Market Economy" under the general editorship of G.Ya. Kiperman gives the most complete, in our opinion, definition: "Corporation (from Lat. - association, community - a widespread form of organization of entrepreneurial activity, providing for the shared ownership of participants, an independent legal status and the concentration of management functions in the hands of the upper echelon of professional managers (managers) working for hire. " . P.89.

Thus, a corporation is a complex organizational and social entity, consisting of scientific, production and functional units connected by the process of capital management of consolidated owners with limited responsibility for the results of their activities. Of course, these concepts of a corporation cannot be considered exhaustive, since the laws of different countries establish the presence of its special features.

In Russia, under the new conditions, the problem of developing a system of relationships between company managers and their owners (shareholders / investors), as well as other interested parties (creditors, authorities, company employees, company partners), is especially acute, which is aimed at ensuring the efficiency of the company and interests of owners and other interested parties. Such a system is called the system corporate governance.

Within the framework of this study, an analysis was also carried out subjects of corporate relations , the results of which can be summarized as follows.

In joint-stock companies with a large number of shareholders, where each of them owns a small part of the share capital, the shareholders cede their rights to manage the companies to specially hired managers. Thus, there is a separation of the functions of ownership and management of companies, which would not present serious problems if the interests of owners and managers (managers) completely coincided. However, these interests diverge. Moreover, the interests of different categories of owners can also differ significantly. In order to understand the complex nature of relations that must be regulated by the corporate governance system, let us consider who are their participants.

The main participants in corporate relations in joint stock companies are the owners and managers of the joint stock property. The nature of the relationship between these two groups of participants in corporate relations depends on the historical features of the formation of the structure of joint-stock ownership, the size of the shareholdings owned by certain groups of investors and management, the conditions and methods of their acquisition, the type of owners and the specifics of their interests in relation to the company. Large business owners are interested in the profitable activities of the company, strengthening its long-term position in the area of ​​business in which it operates, and are directly involved in the process of managing it. The group of shareholders - institutional investors, represented by investment funds, is exclusively interested in the financial performance of the company and the growth of the market value of its shares. There are also differences in the interests of small investors. So, the owners of shares are interested, first of all, in the level of dividends and their growth in their market value, and the owners of bonds are interested, first of all, in the long-term financial stability of the company. Corporate governance: owners, directors and employees of a joint-stock company / Ed. M. Hessel. M .: John Wiley and Suns, 2004.S. 21-29.

Thus, various groups of participants in corporate relations have interests that coincide in some areas, but diverge in others. At the same time, summarizing the interests of the main groups of participants in corporate relations, we can highlight the most significant differences between them. A.V. Bandurin Corporate activities. M .: BUKVITSA, 2005.S. 114-119.

The analysis showed that participants in corporate relations interact with each other in different ways, and the area of ​​divergence of their interests is very significant. In all fundamental decisions of the corporation, a balance of interests of the participants in corporate relations must be achieved, which increases their importance and significance.

Obviously, a radical improvement in corporate governance should be based on a comprehensive consideration of domestic and foreign experience. Of course, 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 its most general form, the generally accepted international principles of corporate governance are reduced to the following: Utkin E.A., Eskindarov M.A. Financial and industrial groups. M.: EKMOS, 2002.S. 32-33.

1) the corporate governance structure should ensure the protection of shareholders' rights, act as the main method of preliminary settlement and resolution of emerging conflicts of interest;

2) 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 the event of violation of their rights;

3) corporate governance should ensure observance of the rights of stakeholders established by law and encourage cooperation of all subjects of corporate governance in the development of the corporation;

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

5) the corporate governance structure should ensure the effective performance of their functions by managers, as well as accountability of the management bodies of the company itself and shareholders.

Type of corporate governance model applied depends on the ownership structure of the company, the system of investor representation and reflects the fact of separation of ownership and management functions. In general, it is possible to use two systems of corporate governance. These are the so-called "insider" and "outsider" systems. Corporate governance: owners, directors and employees of the joint-stock company / Ed. M. Hessel. M .: John Wiley and Suns, 2004.S. 112. System " insiders " implies tight control over the company's activities by a small number of owners of a controlling stake. In this system, ownership and ownership are almost the same. It should be noted that the effectiveness of the "insider" model directly depends on the degree of development of competition. The system of "outsiders" presupposes the predominant use of indirect methods of control on the part of numerous owners of a small number of shares in the company.

1.2 Corporate governance mechanisms

Within the framework of this study, the main corporate governance mechanisms, used in countries with developed market economies: Shikhverdiev A.P., Gusyatnikov N.V., Belikov I.V. Corporate governance. Moscow: Ed. Center "Shareholder", 2001. P.77-86.

1) participation in the board of directors;

2) hostile takeover ("corporate control market");

3) obtaining powers by proxy from shareholders;

4) bankruptcy.

1. 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 oversight 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 day-to-day activities of management.

Currently in the world economy there are two main board models - American (unitary) model and German (double advice system), shown in Fig. 1. Gutbrod M. Responsibilities at all levels (legal regulation of joint-stock companies in Germany and the USA) // Journal for shareholders, 2001. No. 3. P.59-64.

Rice. 1. Comparison of German and US Board Models

Under American law, the company is governed by a unitary board of directors. American laws do not differentiate the division of functions between executive directors (i.e. directors who are also managers of the company) and independent directors (invited persons with no interests in the company), but only defines the responsibility of the board as a whole for the affairs of the company.

Unlike the board of directors in the United States, the board of a German company consists of two bodies: a supervisory board (board of directors), which consists entirely of independent directors, and an executive board, which consists of the company's management. In the German model, there is a strict separation of supervisory and executive functions, and the two councils themselves have clearly differentiated legal responsibilities and powers. Thus, the American and German systems of corporate governance are polar points, between which there is a wide range of forms of corporate governance that exist in other countries.

Formal structure board of directors in Japan is an exact copy of the American one (after the end of World War II, the Americans imposed their corporate governance system on Japan). In practice, almost 80% of Japanese open joint stock companies do not have independent directors on their boards at all, and the boards themselves, as in Germany, are the conductors of the interests of the company and their main "accomplices." General meeting of shareholders: Sat. articles. Moscow: Ed. Center "Shareholder", 2004. pp. 43-44. Almost all of the board members of Japanese companies are senior executives or former executives.

In Sweden, there is a system of unitary councils (that is, without separating the supervisory board as a separate structure), but unlike its American version, participation in the boards of directors of representatives of the "lower" level of company employees is legally enshrined, while participation company management is reduced to the participation of company presidents. This situation, to a large extent, is a reflection of the general socio-economic system of "Swedish socialism".

The Netherlands has a dual board system, but unlike Germany, employees are not admitted to supervisory boards, which are composed exclusively of independent directors.

In Italy, the boards of directors, although unitary, operate within an industrial structure and a shareholding system that is more reminiscent of the situation in Germany than in the United States. Even very large Italian companies are often family-owned, so the largest shareholders are almost always CEOs.

In Russia, in accordance with the law "On Joint Stock Companies", a system of double councils is formally established - a board of directors (supervisory board) and a management board. However, members of the board of directors (supervisory board) are both independent directors (who are often in the minority) and representatives of senior management. The extent to which shareholders rely on the board's ability to pursue their interests largely depends on the free sale of their shares in the financial market.

2. Hostile takeover ("the market for corporate control"). The idea behind this mechanism is that shareholders who are disappointed in the performance of their company can freely sell their shares.

3. Obtaining powers of attorney from shareholders. The practice adopted in countries with a developed stock market provides that the management of a 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 a shareholder the right to one vote) and usually receives such from the majority of shareholders ...

4. 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 of the crisis recovery plan proposed by the company's management.

Corporate governance mechanisms operate on the basis and within the framework of certain rules, norms and standards developed by government regulatory bodies, judicial authorities, and the business community themselves. The totality of these rules, norms and standards is the institutional framework for corporate governance. Shikhverdiev A.P., Gusyatnikov N.V., Belikov I.V. Corporate governance. Moscow: Ed. Center "Shareholder", 2001. pp. 103-104.

Conclusions: Thus, the mechanisms of corporate governance should ensure the implementation of such basic principles of corporate governance as:

1) transparency of the company and its management system;

2) control over the activities of management by shareholders;

3) observance of the rights of minority shareholders;

4) participation of independent persons (directors) in the management of the company.

Chapter 2. Comparative analysis of the activities of the Japanese and Russian corporations

2.1 Development History and Management System of Toshiba Corporation

All modern Japanese corporations value their history. This is an understandable feeling, given the outstanding achievements for which these corporations were famous around the world twenty years ago, as well as the presence on the boards of directors of observers who revived these corporations after the war and turned them into industrial giants, and then moved away from active affairs, but their authority still influence strategic decisions and principles of corporate culture.

The history of the development of a good half of the leaders of Japanese industry and most of the famous brands in the world goes back to the origins of Japanese industrialization and the neo-feudal industrial boom in the pre-war years, when on the crest of the first wave of entrepreneurship, several influential Japanese families created their industrial empires and monopolized most of the markets. The economic reforms of the occupation authorities, which destroyed the monopoly dominance of a few industrial corporations and opened the way for American-style entrepreneurship and competition, awakened a second wave of entrepreneurship, to which modern Japan owes its rebirth and transformation into one of the world's leading exporters. corporation management management director

Until the early 1980s, leading Japanese corporations, led by business veterans, thrived, overcoming temporary difficulties and discovering successful production and distribution strategies in both domestic and global markets. Regardless of the global situation in the main export markets, the domestic market of Japan, due to its natural expansion during the transformation of the traditional Japanese family, the growth of incomes of the population and, accordingly, consumption, as well as skillfully fueled interest in product innovation allowed corporations to increase production, which practically never remained unclaimed.

It was during these "golden" years for Japanese industry that the experience of the largest corporations began to attract the attention of scientists all over the world, and legends about wonderful managerial and technological discoveries operating in Japan and practically inapplicable in the rest of the world began to spread throughout the world. Among these miracles are usually mentioned the system of life-long employment and family relations within corporations, the massive use of industrial robots, the labor heroism and rationalization spirit of ordinary Japanese workers, as well as the remarkable mutual assistance of the largest corporations and the Japanese government. Ivanov Ya.N. Joint Stock Company: Capital Management and Dividend Policy. M .: Infra-M, 2003.S. 112-116.

In my opinion, without denying the significant contribution that was made to the economic growth of Japan by corporate features of the organization of labor and new technologies, the basis for the prosperity of Japanese corporations nevertheless lies in the correctly formulated principles of development proposed by the founders, which led to relatively conflict-free growth in conditions of constant support from simultaneously developing consumers in the domestic market.

The extremely effective organizational finds of Japanese corporations, brought to practical perfection during their heyday of the late seventies - early eighties, were regular systematic funding of R&D in amounts sufficient to maintain technological leadership and provide a groundwork for innovative activities in the future, the introduction of automation and industrial robots in production processes to ensure a consistently high quality of products during mass serial production, as well as a concept of corporate social responsibility to consumers, partners and employees based on national culture.

The practice of financing applied R&D within Japanese corporations can generally be called a feature of national science. In contrast to the Soviet experience, where a developed system of academic and sectoral research institutes, combined with the practice of technology transfer within research and production associations, allowed for technological breakthroughs in numerous areas of research with generous funding from the state, as well as in contrast to the American model where university science plays a leading role in scientific research, transferring results to industrial enterprises through a system of direct orders or entrepreneurial technology parks, in Japan, industrial leaders create and generously fund corporate research centers that develop new technologies and adapt world knowledge for use in innovation. ...

It is common practice to allocate 5-10% of current revenues to R&D programs in corporate research centers, which, combined with the high level of competition in Japanese markets and the ambition of Japanese engineers to make Japanese designs the best in the world, leads to the implementation in practice of highly effective forms of integrating science. and production, vaguely reminiscent of their internal organization of the scientific and production cycles of the activities of Soviet NGOs.

The introduction of industrial robots in production and the automation of technological processes, one of the pioneers of which in the 1980s was Japan, served as a means of achieving stable indicators of product quality and testified to the highest attention that Japanese corporations pay to mass production technology. Having accumulated colossal technical, organizational and economic experience in the use of automatic devices in production over the past two decades, Japanese corporations today can afford the implementation of extremely complex technological processes with acceptable costs and consistently high quality products. This gives product designers and manufacturing technologists the flexibility they need to open up new opportunities to improve product competitiveness and drive cost savings even in small-batch and unique manufacturing processes. Kalin A. Large corporations. Between the past and the future // Economics and Life, 2004. No. 16. P.78-85.

In the nineties, however, this changed. Japanese consumers, against the background of declining real incomes and achieving a high quality of life, have practically exhausted the opportunities for growth of the country's domestic market, and the hieroglyphs deduced by the founders with the principles of corporate development were unable to replace the economic strategy in specific markets based on information and knowledge about consumers, competitors, and scientifically based forecasts. The unfavorable situation was aggravated by the financial crisis of the so-called. the "soap bubble" in the early nineties, which opened up the internal problems of corporations that had previously remained disguised against the background of the general upsurge. Since that time, difficult times have come for Japanese corporations, and their strategic mistakes began to painfully affect the entire Japanese society, manifesting themselves in massive staff layoffs, psychological stress and bankruptcy of shareholders. Gutbrod M. Responsibilities at all levels (legal regulation of joint-stock companies in Japan) // Journal for shareholders, 2001. No. 3

In the course of this study, the features of corporation activities " Toshiba " .

Toshiba Corporation was founded in 1875 and became Japan's first manufacturer of telegraph equipment. It was originally called Tanaka Engineering Works. The founder of the company, Mr. Hisashige Tanaka, was a famous inventor in Japan. Among his most outstanding inventions are mechanical dolls and watches that do not need to be wound.

The company soon became one of Japan's largest manufacturers of powerful electrical equipment. Later, following the requirements of the market, the main direction of its activity was the production of equipment for the end user. Back in the 30s of the twentieth century, for the first time in Japan, mass production of refrigerators, washing machines and vacuum cleaners, developed by the Toshiba corporation, began.

After a long process of mergers and transformations - in 1978 - the company received its modern name - Toshiba. And shortly thereafter, in 1985, the company created the world's first laptop computer. Over 126 years of its history, the company has become a transnational corporation and has become one of the world's largest manufacturers of electronics and electrical engineering. In 2005, the company's total sales amounted to $ 53 billion. The company employs more than 198,000 people in its offices and production facilities around the world. According to Fortune magazine, the firm is ranked 44th in the list of the largest companies in the world. Currently, there are more than 100 offices and subsidiaries outside Japan. They employ over 40,000 people who are involved in the development, production and sales of a wide variety of products. This indicates the company's involvement in the globalization process and adherence to the most modern business requirements. Source: www.toshiba.com

Today the Toshiba corporation is a group of ten companies, each of which specializes in one of the lines of business. It can be called one of the leaders in the production of office and consumer electronics, the high quality of which is ensured by the scientific and technical developments of the largest research and development center Toshiba.

The main products of Toshiba Corporation in this area today are TVs, VCRs and video players, DVD players, copiers, laptop computers and cellular devices. Toshiba specialists have developed the DVD format, which is gaining great popularity among all lovers of high-quality picture and sound. In addition, following the general trends in the development of microelectronics, Toshiba has recently paid more attention to portable digital technologies and their applications in the field of entertainment technology. Certain successes have already been achieved in this area - the company has created the world's first player of MP 3 / AAC standards and a portable device for viewing DVD discs and a screen based on a liquid crystal matrix.

There are several notable common decisions in the business strategies of the Toshiba corporation. First, having achieved extremely high productivity and overall production efficiency, and convinced that the potential for cost savings in manufacturing was nearly depleted, Toshiba began to look for ways to reduce distribution costs by entering into formal and informal strategic alliances with sales and distribution organizations. suppliers of raw materials and components.

Here, information technologies have made it possible in practice to implement ambitious logistics projects for goods movement, linking the interests of trade and industrial enterprises, when the constant exchange of information between the members of the alliance makes it possible to achieve optimal production planning and organization of supplies to retail outlets, which leads to a decrease in distribution costs and, by mutual agreement between manufacturer and seller, lower retail prices so attractive to consumers.

Another strategic direction for Toshiba to reduce costs and optimize production plans has been alliances, often informal, with suppliers, especially if a large monopsonist is at the head of such an integration chain. Delegating the production of components to formally independent partner companies, Toshiba Corporation transfers the latest developments in the field of industrial technologies into their hands, coordinates its production programs with independent suppliers, and also supervises the know-how transferred to partners. In response, component suppliers do their best to match their partner status, observing loyalty to the monopsonist and independently solve production and organizational problems for mutual benefit.

Another distinctive feature of Toshiba Corporation is the priority of social responsibility in business decisions. Despite the fact that the system of life-long employment of workers no longer officially exists, the memory of these times is still alive, and all decisions related to the possible dismissal of employees to reduce staff are perceived in society as painful. The unspoken rule of cost management at Toshiba is to use massive layoffs as a last resort in desperate situations. In return, the majority of older workers pay their employer very high loyalty and a willingness to show labor heroism if it serves the corporation's prosperity. Young people, on the other hand, consider it possible for themselves to move from one corporation to another, seeking to gain experience in work and production management, which will increase their chances in the emerging labor market. Losing a job today is no longer perceived as a personal tragedy.

Toshiba Corporation, in order to foster traditional corporate culture principles based on mutual responsibility and loyalty of employers and employees, nevertheless continues to insist on the observance of certain rituals that maintain the corporate spirit. These rituals, as a rule, include a code of dress and appearance of employees, collective drinking after work (so to speak, to solder the work collective), as well as systems of information exchange between departments and levels of management that differ in each corporation. These unique systems for organizing information flows can take simple, such as squealing by e-mail, or extremely complex forms, for example, singing a corporate anthem in a chorus, memorizing and daily repetition aloud by all employees, without exception, the principles of development of Toshiba Corporation, formulated when the founders, or short ten-minute meetings to collect suggestions and criticisms before starting the work day.

At the same time, in providing jobs for its employees, Toshiba requires discipline and dedication in the workplace, providing only 117 days off per year, including a week of vacation in winter and a week of vacation in summer.

In carrying out its business activities, Toshiba Corporation must take into account the following taxes and tariffs:

1) corporate income tax - about 40%;

2) value added tax - 5%;

3) social deductions from wages - about 26%;

4) the typical rate of import import duty on components is 1.9%. Source: www.toshiba.com

Despite high competition in consumer and industrial markets, strategies for competitive struggle between industry leaders are characterized by a desire to avoid forms of conflict that could infringe on the interests of buyers and destabilize the market as a whole. This understanding of the interconnectedness of interests between competitors allows us to optimally leverage market opportunities to generate revenue for Toshiba and create a foundation for future markets.

2.2 Strategic directions of the corporation OJSC " Russian electronics "

Open Joint Stock Company "Russian Electronics" was established by the Decree of the President of the Russian Federation of July 23, 1997 No. 764 and the Government Decree No. 1583 of December 18, 1997. The list of the main regulatory documents of the OJSC "Russian Electronics" corporation is presented in Appendix 2.

OJSC "Russian Electronics" is the largest industry company, which is based on 12 enterprises and 15 research institutes. The creation of OJSC "Russian Electronics" pursued the main strategic goal - the emergence of an integrated state structure that ensures the implementation of state policy in the electronic industry on the basis of effective management of the transferred property and real business operating on its basis.

Appendix 3 contains a list of enterprises belonging to the Russian Electronics Corporation. The enterprises of OJSC "Russian Electronics" carry out their main activities in the following directions:

1) automotive electronics;

2) computers (microprocessors);

3) integrated circuits;

4) quantum electronics "

5) switching products;

6) control and measuring equipment and equipment for the production of IET;

7) medical equipment;

8) opto-electronic devices;

9) security devices;

10) semiconductor devices;

11) night vision devices;

12) microwave technology;

13) power electronics;

14) special materials for the production of IET;

15) security and protection equipment;

16) means of displaying and registering information;

17) means of communication and telecommunications;

18) electrovacuum devices;

19) electronic household appliances;

20) energy saving electronic devices and more.

Today, for most of the nomenclature groups of electronic products, the share of OJSC "Russian Electronics" is from 20 to 40 percent of the production volumes of all Russian enterprises of the electronic industry. At the enterprises of OJSC "Russian Electronics", more than 20 critical technologies of the federal level are preserved and maintained.

LEGAL ASPECTS OF CORPORATE GOVERNANCE

The presented work examines the concept and essence of corporate governance, its subjects in Russian law on the basis of an analysis of regulatory legal acts, special literature and judicial and arbitration practice on the legal status, procedure for the formation and activities of management bodies of open joint stock companies.

Corporate governance issues have recently become increasingly relevant due to the development and strengthening of the positions of open joint stock companies, which have a significant impact on the Russian economy. The concept of "corporate governance" owes its appearance, first of all, to the theoretical developments of scientists-economists, in particular those dealing with the theory of management1. In the legal literature, the problems of "corporate relations" 2 are very actively explored. The interest in this issue is explained by the specifics of relations arising within economic societies and the need to identify their legal nature. In general, the following points of view regarding corporate legal relations can be distinguished.

First, most scientists argue about which group of civil law relations they belong to. The following points of view can be distinguished.

1) S.N. Bratus, E.N. Genzekhadze believe that corporate relations are personal non-property relations3.

2) D.V. Lomakin, V.A. Rakhmilovich, A.M. Erdelevsky - not personal, but non-property4. These authors rightly draw attention to the fact that personal non-property rights are inextricably linked with the personality of their bearer, therefore they are inalienable and non-transferable, and the non-property rights of participants

corporations, on the other hand, can be transferred from one person to another.

3) B.C. Yem, I.N. Shabunov - property 5. Indeed, property rights are basic, which is due to the determining role of the property interest of a participant in the corporation, for the implementation of which he acquires the status of a participant, as well as the purpose of the corporation. Non-property rights of a shareholder, apart from property rights, cannot have any significance. However, these circumstances do not indicate that corporate relations are only property relations.

4) P.V. Stepanov, A.B. Mayfat classify corporate legal relations as organizational6. Undoubtedly, corporate relations have organizational elements, since they "organize" multiple property relations. But it is precisely because of this circumstance that the dependent, “serving” nature of these organizational elements, their connection with property relations, becomes obvious. S.S. correctly notes. Alekseev, that property relations are distinguished according to the object, and organizational - according to the content, that is, the differentiation of relations into these types occurs according to different criteria, therefore, the existence of mixed property and organizational relations is possible7. In the end, ".... Every social relation can be defined by

1 See: D.A. Pumpyansky. Corporate governance in Russia. - M .: Randevu-AM, 2002. - S. 201; Mescon M.H., Albert M.,

Hedouri F. Fundamentals of Management: Per. from English. - M .: Delo, 1998 .-- S. 279.

2 See: D.V. Lomakin. Changes in shareholder legislation and issues of protection of shareholders' rights // Legislation .-

2002. - No. 11. - S.40-51; D.V. Lomakin Corporate relations and the subject of civil legal regulation // Legislation. - 2004. - No. 6. - S. 50-58. Shabunova I.N. Corporate relations as a subject of civil law // Journal of Russian law. - 2004. - No. 2. - S. 40-49. Antonova E.S. Concept, content and features of corporate rights // Legal world. - 2000. - N 11. -C. 24.

3 See: Bratus S.N. Subject and system of Soviet civil law. - M .: Legal literature, 1963. -S. 73.

4 See: A. Erdelevsky On the protection of personal non-property rights of shareholders // Economy and law. - 1997. - No. 6. -WITH. 70.

5 See: Civil Law. Volume 1: Textbook / Ed. ed. E.A. Sukhanov. - M .: Walters Kluver, 2004. - S. 103; Shabunova I. Korpo-

rative relations as a subject of civil law // Journal of Russian law. - 2004. - No. 2. - S. 49.

6 See: P.V. Stepanov. Corporate relations in commercial organizations as an integral part of the subject of civil

7 See: S.S. Alekseev. The subject of Soviet socialist civil law // Uchen. works of the Sverdlovsk legal

institute. Sverdlovsk, 1959.Vol. 1. - P. 72.

from a certain point of view, considered as “organized” and, therefore, as including organizational elements ... ”8 Property relations, in which more than one subject participates, cannot at all be realized without organizational ones, since they objectively require orderly implementation by subjects of their rights.

Secondly, there are discussions in the literature about whether corporate relations are proprietary or obligatory.

The legal definition of an obligation, given by law in Article 309 of the Civil Code of the Russian Federation, allows us to conclude that the legal position of a creditor in a relative legal relationship is of the same nature as the legal position of a co-owner9. The authorized person in the obligation (the creditor) is the holder of the right of claim in relation to the obligated person (the debtor), and the ownership of this right allows the creditor to demand from the debtor to perform various kinds of actions in order to get rid of the debt. The only differences are that, in contrast to the real right, by virtue of which all other persons are opposed to the entitled person as obligated and the exercise of the rights of the co-owner is problem-free provided that the obliged persons do not act - in the legal relationship, the right of claim of the creditor is real only if there is a counter obligation on the part of the debtor.

At first glance, corporate rights are of an obligatory nature, there are specific aspects of the legal relationship (participants and joint-stock company). A closer examination of the problem reveals that corporate relations cannot be unconditionally attributed to legal obligations.

Thus, the right to receive a dividend is enshrined in Article 42 of the Law “On Joint Stock Companies” 10, based on the meaning of which the company is obliged to pay dividends only after a decision on payment has been made. This provision of the law is confirmed

examples of litigation and arbitration practice. The literal interpretation of the provisions of this article allows us to draw a conclusion about the right, and not the obligation of the company to pay dividends. This means that until the decision on payment is made, there are no mutual rights and obligations between the joint-stock company and the shareholder, which means that in this case it is impossible to talk about the legal relationship between the shareholder and the joint-stock company.

The exercise of such a right as receiving a part of the property remaining after the liquidation of the company is also made dependent on the decision to liquidate the joint-stock company, which does not allow us to speak of the shareholder having this right until the decision on liquidation is made.

The next property right that is vested in a shareholder is the right to dispose of shares or, as some authors concretize, the right to withdraw from the shareholders. A shareholder can alienate his shares in various ways: by means of a purchase and sale agreement, exchange, donation; can dispose of its shares also by transferring them to nominal holding, and so on. These actions of a shareholder are undoubtedly binding in relation to third parties and shareholders with whom contracts are concluded, but not in relation to a joint stock company. The very same possibility of alienation of shares follows from the ownership of the shares (other rights of the owners). Withdrawal from the shareholders literally means the sale of their shares. The Law "On Joint Stock Companies" in Article 75 establishes guarantees for the free exercise of their rights by a shareholder to join and leave a joint stock company. This article deals with the redemption of shares by the company at the request of shareholders. In this case, legal obligations related to obtaining the value of shares from the company arise only when a decision is made by the general meeting (on issues of reorganization,

8 Alekseev S.S. The socialist value of law in Soviet society. M., 1971, p. 59.

9 See: L.A. Chegovadze On the essence of civil legal relationship: a new look at the old problem // Legislation. -

2002. - No. 6. - S. 27.

10 On amendments and additions to the Federal Law "On Joint Stock Companies": Federal Law of August 7, 2001 // Collected Legislation of the Russian Federation. - 2001. - No. 33. - Art. 3423.

11 Thus, the claims of the plaintiffs to collect interest for the illegal withholding of dividends against the defendant Orenburgneft were recognized legitimate and were subject to satisfaction, since the decision to pay annual dividends was made by the general meeting of shareholders, but was not executed in due time // Case No. А47-344 / 02-10. Archive of the Arbitration Court of the Orenburg Region.

a major transaction, amendments and additions to the company's charter or approval of a new charter restricting the rights of a shareholder) with which the shareholder does not agree, and the shareholder's demand for payment of the value of shares.

The shareholder's pre-emptive right to purchase newly issued shares arises only from the moment the general meeting of shareholders makes a decision on the placement of additional shares (and the issue of securities convertible into shares).

A.V. Mayfat formulates the conclusion: “Since a situation is possible when, prior to the occurrence of the relevant legal facts, a share does not certify a single property right, and the content of the obligation is the creditor's powers to demand that the debtor perform or not perform any actions and the debtor's obligation to do or not to do them, then the shareholder relationship - joint stock company are not obligatory. Since they do not have property rights and obligations (until the moment of committing a legal fact) ”12.

It should be noted that the concept of an obligation is not limited to the right to demand the performance of only property rights. Non-property obligations are widespread. For example, the provision of services for the provision of any information. In the legal relationship under consideration, the company is obliged to inform the shareholder and third parties about certain circumstances, satisfying the interests of shareholders in information security. When characterizing corporate legal relations, it is necessary to take into account not only property, but also non-property rights.

We will also give the following arguments confirming the fact that corporate relations cannot be unconditionally regarded as obligatory. The subject of the legal obligation is always specific. The profit of the corporation is abstract, the shareholder does not know either the size or the timing of the dividend payment (the same applies to the part of the liquidation quota). Further, the right to demand is limited in time, since it corresponds to a duty, and "it is impossible to be indefinitely obligated." The obligation of the joint stock

society on the payment of part of the profit is due only to the existence of the society (that is, not limited in time). The fulfillment of an obligation in a legal relationship extinguishes the creditor's right of claim. On the contrary, a member of a corporation, having received a profit, does not lose the right to further receive it.

A participant can exercise corporate rights by his own actions, which is similar to absolute rights. For example, by voting at a general meeting, he exercises his rights to participate in the management of the corporation. Although, again, these actions are not in their pure form absolute, since they require active actions of the corporation.

A document certifying the status of a shareholder is a share - a security that, due to its legal nature, can certify rights, but not obligations (Article 142 of the Civil Code)

Thus, it can be recognized that corporate relations cannot be categorized unconditionally as either proprietary or obligatory. They combine the signs of both the first and the second legal relationship.

Third, scientists cannot come to a consensus regarding the subjects of corporate relations.

1) When property (other objects of civil law) is contributed to the authorized capital of the corporation, the person becomes the owner of the share, that is, the share in the capital of the company. This means that, by losing ownership of the property contributed to the capital, the corporation participant acquires rights arising from a security (in a joint-stock company) or from a share (in the capital of other forms of companies), which can be conditionally defined as “ownership rights to a share capital ". As a rule, a corporation involves not one, but several individuals or legal entities or the state. Thus, several co-owners are endowed with the "rights to capital" of the company. It turns out that the subjects, entering into corporate relations, act as equal, free, unconsolidated owners. However, the property right is "absolutely only conditional", since the smallest restrictions are established with the help of the property right.

12 See: A.V. Mayfat Some features of shareholder relations // Legal world. - 2000. - No. 4. - S. 31.

13 Lomakin D.V. Corporate relations and the subject of civil legal regulation // Legislation. - 2004. - No. 6. - p.54.

the possibilities of the subject-owner in comparison with the possibilities of the subjects of these legal relations. In the words of Iering, “a partnership (we mean a corporation in the modern sense. - TM), called to life to serve egoism, requires self-restraint from the latter, imposes on it the obligation to look at someone else's with the same eyes as its own, and at the same time, it establishes in the legal system the connection between egoism and self-denial. It denotes the point of contact between them. So, for example, in a partnership, it indicates its interest in someone else's, contributing to someone else's interest, promoting its own and vice versa; - partnership smoothes out the opposition between one's own and others' interests ”14.

Each member of the corporation, entering into the relationship in question, knowingly and voluntarily restricts his property rights to achieve a specific goal. But we are not talking about the same independent property rights, but about the fundamental possibility of the division of property rights and the emergence of "dependent" rights of the participants in this legal property relationship, which can be either the same (in the degree and amount of appropriation), and unequal (reflecting different degrees of assignment). According to N.N. Pakhomov, a “reasonable” legislative solution to the problem being analyzed may just consist in supplementing the list of the owner's powers with the right of appropriation, which can reflect the redistribution of economic opportunities for appropriation in various forms, including organizational forms of corporate relations with the participation of a legal entity. However, it remains unclear what rational moments, when implemented in practice, contains the addition of the list of the owner's powers.

2) In the relations under consideration, the owner of its property is recognized as a corporation in any organizational and legal form of a legal entity provided for by civil law (Article 48

Civil Code of the Russian Federation) 16. The isolation of the property of a joint-stock company from the property of its participants is reflected in the legislation stipulated in Articles 2, 3 of the Law "On Joint-Stock Companies" for the rules on the delimitation of the sphere of a business company and its participants. A corporation acts in civil circulation as an independent entity, characterized by property isolation, organizational unity and the ability to be independently responsible for its actions. Allocation in jurisprudence of a legal entity as an independent subject of relations allows us to speak about the presence of his own interest.

3) A legal entity is a fictitious construction generated by law, therefore its volition and expression of will exist only as legal presumptions. The processes of volition and expression of will are associated with thinking inherent in thinking subjects, to which a fictitious subject cannot be attributed. The formed will and expression of the will of a legal entity are actually determined by those participants who influence the adoption of decisions by the general meeting and other governing bodies. It follows from this that the governing bodies of the corporation act as independent subjects of the relations under consideration in the process of forming the will and its registration, that is, making managerial decisions. Management can be entrusted to third parties - not members of the company, which objectively affects the difference in the interests of managers and shareholders. Thus, participants can take part in the activities of the society only through its bodies.

An individual or legal entity, the state with the acquisition of shares is endowed with the so-called "right to manage". The concept of "the right to drive" does not appear in the Federal Law "On Joint Stock Companies" as a separate right secured by a share. In the Civil Code of the Russian Federation (article 67) and in the law "On

14 Iering R. Fon. Selected Works / Ed. count .: Yu.A. Dorofeeva, A.E. Piletsky, V.A. Khokhlov. - Samara: Samara State Economic Academy, 2003. - P.140.

15 See: N.N. Pakhomova Fundamentals of the theory of corporate relations (legal aspect) // Reference legal system Consultant. Version Prof .; Pakhomova N.N. The problem of corporate governance in Russia (economic and legal aspect) // Lawyer. - 2004. - No. 10. - S. 16-17.

16 Civil Code of the Russian Federation. Part 1. Adopted on 21.12.94 // Collected Legislation of the Russian Federation - 1994. №32. Art. 3301; 2002. No. 12. Article 1093; No. 48. Art. Articles 4737, 4746; 2003. No. 2. Art. Art. 160, 167.

17 Federal Law "On Joint Stock Companies" dated December 26, 1995, as amended by from 7.08.2001 // Collected Legislation of the Russian Federation, 2001. - No. 33. - Art. 3423.

the securities market ”(Article 2), the right of a participant in a business company to participate in management is enshrined. Participants do not control directly, they are participants because they only "participate" in the relevant management decisions. What in practice is generalized by the concept of participation in management, the law "On joint stock companies" is presented in the form of a certain number of specified powers, the main of which is considered to be the right to vote at the general meeting of shareholders.

B. B. Ebzeev points out that, exercising their rights, in particular the right to manage, shareholders form a single will of the organization ... Only a person can be the real owner of the will on earth, hence nothing else but the will of people is embodied in the activities of the corporation's governing bodies. It is difficult to agree with the opinion that “shareholders do not stand behind a joint-stock company - a legal entity”, if only because they are the owners of shares, and the company itself is the owner of the share capital and other property. Giving shareholders a secondary role in the life of a joint-stock company is unjustified. "

N. Kosyakova notes on this issue: one cannot agree with I.S. Shitkina, who believes that the management of the joint-stock company is carried out by its bodies, and not just by shareholders. Then the decisions come exclusively from the governing bodies of the joint-stock company, and not from specific persons, and, accordingly, shareholders can exercise their rights to participate in the management of the company only within the framework of those bodies to which they are directly included. The laws on commercial organizations presuppose a quorum of the general meeting participants when making decisions. Therefore, the denial of direct participation in the management of a commercial organization of participants has no legal basis, says N. Kosyakova.

We believe that it is necessary to distinguish the concept of management as a set of all actions undertaken from management as a shareholder's right.

different bodies of the company within their competence: the general meeting of shareholders, the board of directors, if such is formed, and the executive body - sole or collegial, as well as the audit commission. P. Pisemsky rightly asserts that "management belongs to all the comrades in the aggregate, gathered in a general meeting," and not to individual participants. Shareholders in the considered relations act as equal subjects with autonomy of will, property independence.

The general meeting, the board of directors, the executive body, the auditing commission are subject to the charter as bodies of a business company expressing its will, obliged to act within the competence determined by law and the charter, and not a participant and not a set of participants. The participant has no obligation to obey the decisions of the general meeting of shareholders. He independently exercises his rights in relation to society, he can terminate his relations with society at any time by selling his shares. Consequently, the participant acts as an independent subject in a state of equality, not submission.

As for the autonomy of will, it should be noted that the will of a joint-stock company is formed by its governing bodies, which include members of the company and other persons. As stated earlier, it is not a mere collection of their wills. The will of all meeting participants is an integrated will that expresses the interests of society, which are different from the interests of individual participants. Therefore, the decision of the general meeting may be opposite to the voting of a specific participant, however, this participant still exercised his right to participate in the general meeting. The participants of a joint stock company are not obliged to coordinate their will with the decisions of the company, which means the autonomy of the will of the participants from the joint stock company. Pay attention to

18 Civil Code of the Russian Federation. Part 1. Adopted on 21.12.94. // Collected Legislation of the Russian Federation - 1994. №32. Art. 3301; 2002. No. 12. Art. 1093; No. 48. Art. Articles 4737, 4746; 2003. No. 2. Art. 167; 2003. - No. 52. - Art. 5034;

On the securities market: Federal Law of March 20, 1996 (as amended on July 28, 2004) // Collected Legislation of the Russian Federation. - 1996. - No. 17. - Art. 1918; 1999. - No. 28. - Art. 2472.

19 Ebzeev B.B. Participation of a joint stock company in civil circulation. Diss ... Cand. jurid. sciences. M., 2001.S. 22-47.

20 See: N. Kosyakova, Commercial Organizations. Comparative characteristics // Law and Economics.-1998. - No. 5. - S. 4.

21 See: I.S. Shitkina. Legal support for the activities of joint stock companies. A set of local normative acts.-M .: Legal Culture Foundation, 1997. - P. 96.

22 Pisemsky P.A. Joint stock companies from the point of view of civil law. - M., 1876 .-- S. 122-123.

obsession with the fact that the legislation contains conditions under which it is possible to challenge the decision of the general meeting of shareholders: a shareholder has the right to appeal to the court against a decision made by the general meeting of shareholders in violation of the requirements of the legislation of the Russian Federation, the company's charter, if he did not participate in the general meeting. meeting of shareholders or voted against the adoption of such a decision and this decision violated his rights and legitimate interests.

The court has the right, taking into account all the circumstances of the case, to uphold the appealed decision if the vote of this shareholder could not affect the voting results, the violations committed are not material and the decision did not entail any damage to this shareholder (Clause 7, Article 49 of the Federal Law "On Joint Stock Companies" ). These norms are taken into account by the courts when resolving cases on invalidating decisions of general meetings of shareholders. Let's give an example. So, in the case А47-1 / 2002-17GK (the claim of CJSC Investment Company Melon, CJSC Magic against the defendant OJSC Construction Machines Plant on invalidating the decision of the extraordinary general meeting of 23.08.02), the Arbitration Court of the Orenburg Oblast found that the plaintiffs did not participate in the vote. There were no violations in the preparation of the extraordinary general meeting of shareholders, therefore, the plaintiffs were duly notified of the holding of the extraordinary general meeting of shareholders. The plaintiffs have not proved which of their rights and legitimate interests were violated by re-

the meeting of this meeting. The Arbitration Court decided to dismiss the claim.

When forming a unified will of the organization, making decisions, their execution and control over execution, it is appropriate to talk about the governing bodies of the corporation. Thus, it is not a specific shareholder who controls the corporation, but a governing body. Participants in corporate legal relations are equal in rights; another thing is that certain legal facts may serve as a basis for one participant to have the right to give instructions binding on the other, for example, subsidiaries and main companies. However, this in itself does not mean the establishment of a power-subordination relationship. At first glance, the relationship between the participant and society looks like a relationship of power

ty and submission. This misconception arises due to the substitution of the concept of a participant by the concept of the totality of all participants, and then by the concept of a general meeting of participants.

Summarizing the above, we note that if we consider the process of exercising the right to participate in the management of a shareholder, the rights and obligations of a joint-stock company, we are talking about corporate legal relations; if we consider the process of making and formalizing managerial decisions, their implementation and control over the execution of management bodies, then we are talking about corporate governance itself, in which the “inequality” of bodies (officials) should be characterized as relative, since it is “born” from agreement the will of the participants in corporate relations.

23 Archive of the Arbitration Court of the Orenburg Region.

24 See: L.I. Petrazhitskiy. Stock. Stock market game and the theory of economic crises. Volume 1.SPb., 1911. - P. 26; Kaminka A.I. Essays on commercial law. - M., 2002. - S. 395-398; Business law of the Russian Federation / Otv. ed. E.P. Gubin, P.G. Lakhno. - M .: Jurist, 2004 .-- S. 50-51.

Topic 8. Financial aspects of corporate governance

1. The essence of corporate finance

Corporate finance functions within the financial system of the state and constitutes its foundation. Under the term corporate finance refers to the management of capital flows within a particular company. The word "corporate" refers to a corporate form of government. Corporate finance is monetary relations associated with the formation and distribution of financial resources of member enterprises that are part of the corporation, and their use to fulfill obligations to enterprises - members of the corporation, the financial and credit system and the state, as well as to ensure the functioning of individual participants, and the corporation as a whole.

Financial relations arise from a corporation (joint-stock company) with the following business entities:

1. With founders - when forming the authorized capital;

2. With shareholders - upon payment of interest and dividends on equity securities, as well as upon redemption of own shares for the purpose of their early redemption;

3. With creditors - when repaying loans and obligations;

4. With banks - upon receipt and repayment of loans and interest on them;

5. With non-state financial intermediaries, for example, with insurers, investment companies and funds, stock exchanges - in the implementation of core operations;

6. With subsidiaries and affiliates - upon reimbursement of losses caused by the parent company and upon purchase of shares of affiliated companies;

7. With the state - on taxes and fees to the budget system, contributions to off-budget funds, with financing from the budget of certain types of expenditures: capital investments, research and development, etc.

The capital of a corporation is classified according to various criteria:

· By belonging, distinguish: own and borrowed;

· By purpose of use - production, loan and speculative;

· By forms of investment - capital in monetary, material and intangible forms, used to form the authorized capital of the corporation;

· By investment objects - main and circulating;

· By forms of ownership - state, private and mixed;

· By organizational and legal forms of activity, they are distinguished - joint-stock and joint-stock (share);

· By the nature of participation in the production process - functioning and non-functioning;

· By the nature of use by owners - consumed and accumulated (reinvested);

· By sources of attraction - domestic and foreign.

The capital structure optimization process is carried out in the following sequence:

1. Analysis of the composition of capital in dynamics for a number of periods (quarters, years), as well as trends in changes in its structure. The analysis considers such parameters as the ratios of financial independence, debt, the ratio between long-term and short-term liabilities. Further, the indicators of turnover and profitability of assets and equity are studied.

2. Assessment of the main factors that determine the capital structure. These include:

Sectoral features of economic activity;

Stage of the life cycle of the company;

The conjuncture of the commodity and financial markets;

The level of profitability of current activities;

The degree of concentration of the share capital.

Taking into account the above factors, capital structure management involves solving two problems:

· Establishment of optimal proportions of the use of equity and borrowed capital;

· Providing, if necessary, attracting additional internal or external capital.

3. Optimization of the capital structure according to the criterion of return on equity. The success of corporate finance management depends on the strategy and tactics of managing the corporation itself. The financial strategy should fit into the overall strategy of the corporation and be adequate to it in terms of goals and objectives.

Rice. 6. General strategy of the corporation management.

The development of a corporation directly depends on properly organized financial activities and, above all, its lending and investment activities. Since corporate restructuring and the creation of complex corporate structures leads to the interaction of a large number of legal entities, top management should consider the following principles of financial policy:

· Consolidation of structural divisions of the corporation in relation to taxes;

· Creation of additional production capacities as a result of the merger and acceleration of the diversification process;

· Centralization of participation in the capital of other enterprises;

· Carrying out a uniform policy and control over the observance of the mission of the organization as a whole.

2. Basic financial instruments of corporate governance

The key security through which the property of the corporation is distributed, and hence the power, is the share. In addition, the share is not only a key instrument for changing property relations, but also a source of investment. Shares can only be issued by joint stock companies.

A share is an equity security that secures the rights of its owner (shareholder) to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to a part of the property remaining after its liquidation.

There is a par value of shares (the initial value when issuing shares) and a market value of shares (determined under the influence of the law of supply and demand in the securities market and is finally formed on the stock exchange after the quotation). The market value depends on the following factors:

· The economic condition of the joint-stock company and its ability to pay dividends (for this, the indicator "growth in the value of the company's assets" is calculated).

· General economic situation in the industry.

· Inflationary trends. The higher the inflation rate, the more the share price rises.

· Rate of loan interest. Buying shares will make sense if the income received from the investment turns out to be no less than from investing money in a bank deposit.

The gradation of blocks of shares according to the degree of influence in the corporation is as follows:

1. A package of 75% of shares + 1 share enables its owner to make decisions on all key issues of the joint-stock company (change of the charter, reorganization and liquidation of the company, conclusion of any major transactions, i.e. on issues requiring the approval of a qualified majority of ¾ votes WASP).

2. The classic controlling stake 50% + 1 share allows holding a general meeting of shareholders, making many important decisions at a general meeting of shareholders, with the exception of issues related to changes in the charter, reorganization and liquidation of the company, the conclusion of any major transactions.

3. Package 30% + 1 share (blocking), makes it possible to convene the General Meeting of Shareholders, instead of the failed one, to block all key issues related to the management of a joint-stock company (change of the charter, reorganization and liquidation of the company, the conclusion of any major transactions, i.e. issues requiring the approval of a qualified majority of ¾ votes of the OCA).

4. A blocking stake of 25% + 1 share gives all the possibilities of the previous stake, with the exception of the right to demand the convening of a new GMS instead of the failed one.

5. A package of 10% of shares allows its owner to demand the convocation of an extraordinary meeting of shareholders, familiarization with the list of participants in the GMS, the requirement to check the financial and economic activities of the company.

6. A package of 2% of shares allows the owner to submit two proposals to the agenda of the General Meeting of Shareholders and to nominate a candidate to the board of directors and to the audit commission of the company.

7. A package of 1% of shares gives the right to familiarize itself with the information contained in the register of shareholders of the company, to file a lawsuit against a member of the board of directors for compensation for losses caused to the company by his guilty actions (inaction).

3. General requirements and financial statements of the corporation.

Consolidated reporting

When using the concept of consolidated accounting and reporting, it is assumed that we are talking about the integration of performance indicators of economic entities contained in:

- balance;

- profit and loss statement;

- the report on the movement of funds.

The need to draw up consolidated financial statements appears when creating an integrated corporate structure, the participants of which are linked to each other by mutual participation in capital, or in another way. The presence of consolidated reporting allows you to increase the financial and socio-economic manageability of the corporate structure, to have an objective picture of the activity as a whole.

The essence of the corporation's consolidated reporting is that it is not reporting of a legally independent economic entity and has a pronounced analytical focus. The purpose of reporting consolidation is to get a general idea of ​​the activities of economic entities within the framework of the association (corporation). In the process of consolidation, any intragroup financial and business transactions are excluded, only assets and liabilities, income and expenses from transactions with third parties are shown.

Financial and economic information is required:

· In order to determine the role and place of the corporation in the economic development of the state and the region, in particular: to identify the degree of coincidence of interests of federal, local government bodies and corporations in the implementation of economic development programs.

· For internal consumption by the corporation in order to develop an overall effective corporate development strategy, increase the manageability of its participants, and conduct a coordinated financial and economic policy.

· To inform the general public, existing and potential investors about the activities of this corporation, allowing them to judge the amounts, time, risks associated with expected income, as well as the economic resources of the corporation, its obligations, the composition of funds and sources, the reasons for their changes.

Thus, the consolidated financial statements contain information characterizing the activities of a group of economic entities operating within the framework of a single economic strategy and participating in each other's capital.

For the convenience of the formation and subsequent analysis of the company's financial statements, a system of accounting and financial reporting standards has been developed and compiled abroad. In Russia it is called the International Financial Reporting Standards (IFRS). The main purpose of which is the structuring of financial statements, which would make it possible to compare the documentation of different companies.

Consolidated reporting requirements:

· Frequency of reporting - financial statements should be prepared periodically, at regular intervals.

· Completeness of coverage - in its financial documents the corporation should include all expenses, the implementation of which was necessary to obtain the income reported.

· Conservatism - in a situation where measurement uncertainty generates equally likely profit margins, the corporation should report the lowest figure. In doing so, the corporation should strive to anticipate all costs and not report income without careful justification.

· Clarity - the information contained in the reports should be presented at such a level that it can be perceived by a reader with an average level of understanding of business problems.

· Materiality - reports should contain information that is material to decision-making and focused on users.

· Reliability - the information provided must be complete and correct.

· Continuity - the corporation should strive to use comparable financial calculation methods so that it is possible to compare the reported data for different periods of time.

The corporation must show in the statements: financial condition at the end of the period; cash flows for the period; income for the period; contributions from owners and payments to owners for the period.

4. Management of the value and efficiency of the company

A corporation creates value by:

· Strong brand;

· Low cost of capital;

· Synergy between business units;

· Privileged relationships or access to unique resources;

· Due to the scale of the operation.

A successful business model of a company assumes that it generates positively growing cash flows from operating activities (Figure 7).

Rice. 7. Components of the company's value management.

Managing a company's value begins with developing a scorecard that provides executives with relevant information about their managers' performance. However, the cost does not always reflect only the results of the work of managers, it is also influenced by external factors.

All financial cost factors are conventionally divided into 4 groups of indicators:

1. Indicators reflecting the strategic efficiency of the company;

2. Indicators reflecting the efficiency of operating activities;

3. Indicators reflecting investment activity;

4. Indicators reflecting financial performance.

The relationship of these indicators reflects the strategic efficiency of the company (Fig. 8)

Rice. 8. Factors of the company's value.

In world practice, an indicator based on economic profit is used for cost management. The author of this concept, Stewart, defines a company's economic value added as the difference between net operating income after tax and the cost of raising capital.

EVA = [ NOPAT - WAWITHC]* NA, where

EVA is an indicator of economic value added;

NOPAT - net operating income after tax;

WACC - weighted average cost of capital;

NA - investment capital.

This indicator allows one to estimate the real economic profit at the required rate of return that shareholders and creditors could receive by investing their funds in securities with the same level of risk.

To determine the integral efficiency of the technological chain, the following formula can be used:

E I = PE I / VA I, where

PE And - the total net profit of the technological chain;

VA I - the total assets of the enterprises of the technological chain.

State of emergencyi= VAi= , where

CP i is the net profit of the i-th enterprise;

VA i - total assets of the i-th enterprise.

Thus, the integral efficiency of the corporation's technological chain is equal to the quotient of dividing the total net profit by total assets.

5. Corporate financial risk management

Risk management involves the following regular actions:

1. risk identification - identifying the possibility of financial losses based on an understanding of the company's business processes;

2. risk assessment - quantitative risk assessment measured in monetary terms;

3. risk monitoring - a set of actions of the company's specialists to monitor changes in the financial condition of counterparties, the conjuncture of commodity, money, foreign exchange and stock markets;

4. risk control - carrying out regular checks of compliance with the established limits and preparation of appropriate management reports.

5. risk regulation - a set of measures taken to reduce or completely eliminate financial risks, including setting limits for risk positions, hedging risks, making decisions by the management provided for in advance developed stress scenarios.

The company's financial risks include credit, market and liquidity risks. Market risk is the possibility of a company receiving losses due to a decrease in the value of the company's positions (portfolios, stocks of goods) in the event of unfavorable changes in prices for its products, exchange rates, prices for financial instruments or interest rates.

Market risk includes:

· Price risk - the probability of losses associated with negative changes in prices for the company's products.

· Foreign exchange risk - the possibility of losses associated with unfavorable changes in foreign exchange rates on the company's financial claims and liabilities.

· Interest rate risk - the risk of possible losses as a result of negative movement of interest rates in the market.

· Stock risk - the probability of losses associated with negative price movements in the securities market in the presence of a portfolio of securities that the company does not intend to hold until maturity.

Bocharov V.V. Corporate finance. SPb: Peter. - 256 p.

Introduction
Today, the future of companies is largely determined by the quality of corporate governance, which is seen as one of the most effective ways to increase the investment attractiveness of companies and, as a result, improve the investment climate in the country.

What is corporate governance?

– system of binding rules regulating relations in the field of companies' activities;

- or power and administrative activities of individuals, including representatives of top management and shareholders?

Are corporate governance and corporate governance the same?
On the one side CG includes the procedures for exercising the rights of shareholders, the duties of the board of directors and the responsibility of its members for the decisions made, the level of remuneration of the top management of the company, the procedure for disclosing information and the financial control system,

On the other side- it implies the activities of state regulators and other authorized bodies and organizations aimed at regulating the specified sphere of relations, on the third, it is the activities of rating agencies, which, by assigning certain ratings, form the investor's idea of ​​the company's investment attractiveness.
Corporate governance is the process of finding a balance between the interests of shareholders and management in particular and the interests of individual 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.
The lack of a unified approach to understanding CG is explained by the dynamism of the economy. Previously, CG was linked to the voluntary observance of ethical norms and customs of business practices by issuing companies, now there is a transition to a compulsory order, the role of the state in regulating certain aspects of corporate life is strengthening and expanding.
Effective corporate governance requires:

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 revise the relevant standards.

The concept of "corporate governance" is interpreted in two ways:

1 is a relationship within which an enterprise is regulated and managed. These are organizational aspects, managerial talent, know-how.

2 is a system that regulates the distribution of rights and responsibilities between various members of the enterprise: the board, the supervisory board, shareholders and employees.

The practice of CG has existed for several centuries, and the theory began to form only in the 80s. last century. Scientists conclude: the engine of economic development was: entrepreneurship in the 19th century, management in the 20th century, and corporate governance in the 21st century.

1. Basic concepts of corporate governance

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

Corporation(lat.) - association, society, union.

Corporatism- This is co-ownership of the property of the corporate community or partnership, contractual relationship in the satisfaction of personal and public interests. Corporatism is a compromise economy aimed at balancing interests. The ability to achieve a relative balance of interests based on consensus and compromises is a distinctive feature of the corporatist model.

The concept of "corporation"- a derivative of corporatism - is interpreted as a set of individuals who have united to achieve common goals. So, a corporation is:

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

Secondly, a widespread form of organization of entrepreneurial activity in developed countries, providing for shared ownership, legal status and concentration of management functions in the hands of the top 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 a corporate form of business:

· Independence of the corporation as a 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.

Corporate management- implies the activities of professional specialists in the course of business operations, focuses on the mechanisms of doing business.

Corporate governance means the interaction of many individuals and organizations related to the most different aspects of the functioning of the firm. CG is at a higher level of company management than management.

There is still no single definition of CG in world practice. There are various definitions of CG, including:

· The system by which commercial organizations are managed and controlled (OECD definition);

· The organizational model through which the company represents and protects the interests of its shareholders;

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

· A 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 the return on investment;

· A way to improve the efficiency of the company.

The intersection of the functions of CG and management takes place only when developing a company's development strategy.
In April 1999, in a special document approved by the Organization for Economic Cooperation and Development (OECD), the following definition of CG 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 increasing economic efficiency is corporate governance, which includes a complex of relations between the board of directors (management, administration) of a company, its board of directors (supervisory board), shareholders and other interested parties (stakeholders). Corporate governance also determines the mechanisms by which the goals of the company are formulated, the means of achieving them and control over its activities are determined. " It also details the five core principles of good corporate governance:

1. Rights of shareholders (the corporate governance system must protect the rights of shareholders).

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

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

4. Information disclosure and transparency (the corporate governance system must ensure timely disclosure of reliable information on all material aspects of the corporation's functioning, including information on the financial position, performance results, the composition of the owners and the management structure).

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

The key task of CU Is the protection of participants in corporate relations from potential arbitrariness (ineffective activity) of hired managers.

CG can be summarized in three important areas:

· Management of property or block of shares;

· Management of production and economic activities;

· Management of financial flows.

The main function of KU- prevention and resolution of conflicts within the company, which is the key to its survival in an aggressive competitive environment.

CU subject- the system of relations between the governing bodies and officials of the issuers (the owners of the securities of these issuers are shareholders, holders of bonds), as well as other interested persons involved in the management of this legal entity.

KU object- founders, shareholders, subsidiaries, business units, centers of financial responsibility, production and other divisions of the corporation, as well as interest groups.

CU subject- board of directors, headquarters, etc.

KU system Is the organizational model by which a corporation must represent and protect the interests of its shareholders.

KU mechanism- a set of economic, organizational, legal and other forms and methods that allow to exercise control over the activities of the corporation (participation in the board of directors, hostile takeover, obtaining powers by proxy from shareholders, bankruptcy).

2. Subject and essence of corporate governance

The problems of management at the level of corporate formations differ from the problems of management of the organization and, first of all, in the content and object of influence. The specificity of the object of managerial influence determines the essence of corporate governance as a special area of ​​science, practice and academic subject.

A corporation is, first of all, a joint stock company, therefore, the subject of the science of corporate governance are organizational and managerial relations regarding the formation and use of share capital (property). Since the founders of corporations are, as a rule, legal entities that jointly realize common goals and interests, the subject of corporate governance should include relations regarding the effective organization and coordination of the actions of the founders.

By now formed two concepts of corporate governance. One of them proceeds from a narrow interpretation of the essence of corporate governance, connected with the establishment of a balance of interests of different groups of stakeholders (shareholders, including large and monetary, owners of preferred shares, government bodies). In this case, the subject of corporate governance is understood as “the system of relations between the governing bodies and officials of issuers, owners of securities of such issuers (shareholders, holders of bonds and other securities), as well as other interested parties, one way or another involved in the management of the issuer as a legal entity. face ". Within the framework of this concept, attention is focused on such participants in relations related to the operation of joint-stock companies as the company's management, employees, large shareholders, minority shareholders owning a small number of shares, owners of other securities of the company, its creditors, federal and subfederal government bodies. levels.

Second concept offers a richer range of factors that determine the effectiveness of the functioning of corporations: external and internal, direct and indirect, economic, social, legal, organizational. In addition, it takes into account the many legal provisions governing the relations of modern corporations. Based on these premises, corporate governance is “a system of management relations between interacting business entities (including managers and subordinates) regarding the subordination and harmonization of their interests, ensuring synergy of both their joint activities and their relationships with external counterparties (including government agencies). ) in achieving the set goals ".

Such an expansive interpretation to a greater extent reveals the essence of management of large integrated corporate associations, including many organizations coordinated from a single (management) center - the management company. It is assumed here that the problems of corporate governance are made up of many additional aspects, for example, the relationship between the management of the main (parent) company and subsidiaries, suppliers and consumers of products, large shareholders of participating enterprises and top management, etc. Another type of relationship is the relationship between shareholders, co-owners of the company's capital and management at various levels. A manifestation of normal relations here is the achievement of a synergistic effect of integration interaction, which is characterized, inter alia, by the absence of conflict situations between the owner and the manager. The most difficult problems of corporate governance in ensuring synergy are related to: developing algorithms for joint behavior in the markets, providing a mechanism for subordinating the private interests of participants to a common strategy, ensuring a rational balance of centralization and decentralization in making managerial decisions. Foreign experience and practice of Russian corporations show that this is an extremely difficult task that requires true professionalism of the top management.

A special type of relationship is represented by relations concerning the distribution of profits of corporations, the payment of dividends to shareholders. This type of relationship, as practice has shown, for Russian business turned out to be the most difficult, painful, and often criminal.

In the process of joint activities, many other types of relations arise, which testifies to their importance as a fundamental system-forming condition for the formation of the theory of corporate governance. Management relationships are relationships between individuals, teams, or governing bodies. Management relations between higher and lower bodies or persons are always strong-willed. Even if the decision is made by a collective body, the strong-willed nature of the relationship between the object and the subject of management is preserved. Modern democratization in the management of joint capital and joint production smooths out, but does not eliminate the strong-willed nature of management relations.

Corporate governance as a social and economic science is a system of knowledge about the laws and effective forms, methods and means of targeted impact on the subjects of corporate entities, their management bodies, material elements, financial systems and other components that ensure the effective functioning of the interaction mechanism and the achievement of harmony and synergistic effect.

3. The main elements of the corporate governance system

Corporate governance system is the organizational model by which a corporation must represent and protect the interests of its shareholders. It is a system of interaction and mutual accountability of shareholders, the board of directors, managers and other interested parties (employees, creditors, suppliers, local authorities, public organizations), the purpose of which is to increase profits while complying with current legislation and taking into account international standards.

The streams in this system are distributed as follows:

· Capital flows from shareholders to the CEO and management, the CEO and management undertake to provide shareholders with transparent financial statements;

· Control over the activities of the Board of Directors comes from shareholders, and the Board of Directors provides information and individual reporting to shareholders;

· The CEO and management provide operational data and information on the progress of strategy implementation to the Board of Directors, which in turn oversees the activities of the company and the CEO.

The main mechanisms of corporate governance used in countries with developed market economies are participation in the board of directors, hostile takeovers (“the market for corporate control”), obtaining powers by proxy from shareholders, bankruptcy.

Participation in the board of directors. The basic idea behind the activities 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 oversight functions on behalf of the owners (shareholders or investors) and other interested groups. At the same time, both weak control over the company's management and excessive and irresponsible interference of the board in the work of managers are possible.

Thus, one of the prerequisites for the effective operation of the board of directors is to achieve a balance between the principles of accountability and non-interference in the day-to-day activities of management.

There are two main board models - the American (unitary) model and the German (dual board system)

In American companies, a unitary board of directors directs activities. American laws do not regulate the distribution of functions between executive directors (i.e. directors who are also managers of the company) and independent directors (invited persons who have no interests in the company), but only determine the responsibility of the board as a whole for the affairs of the company

Unlike the American model, the board of a German company consists of two bodies: a supervisory board (board of directors), consisting entirely of independent directors, and an executive board, consisting of the company's management. At the same time, supervisory and executive functions are strictly delineated, as are the legal responsibilities and powers of the councils.

The existing forms of organization of corporate governance cannot be reduced to only two models of corporate governance. Different countries have a different mix of corporate governance elements.

In Russia, in accordance with the Law "On Joint Stock Companies", a system of dual councils is formally established - a board of directors (supervisory board) and a management board. However, members of the board of directors (supervisory board) are both independent directors (who are often in the minority) and representatives of senior management.

The extent to which shareholders rely on the board's ability to pursue their interests depends on the effectiveness of alternative mechanisms for exercising control over the company that shareholders can use. First of all, this concerns the free sale of shares in the financial market.

Hostile takeover... Shareholders who are disappointed with their company's performance are free to sell their shares. With the massive nature of the sale, the market value of shares falls, it opens up the opportunity for other companies to buy them and, having thus received the majority of votes at the shareholders' meeting, replace the old managers in the hope that the new ones will be able to fully realize the company's potential. The threat of takeover forces the management of the company to act in the interests of its shareholders and to achieve the highest possible market value of shares, even in the absence of effective control by shareholders. However, the takeover process can be costly and destabilize for a time the activities of both the buying company and the target company. In addition, such a prospect encourages managers to work only in the framework of short-term programs, since long-term investment projects can negatively affect the level of the market value of their companies' shares.

Competition for proxies from shareholders... The practice adopted in countries with a developed stock breakthrough provides that the management, companies, notifying shareholders of the upcoming general meeting, invites them to transfer a power of attorney for the right to vote by the number of votes they own (one share gives the shareholder the right to one vote). Usually the majority of shareholders agree to this. However, a group of shareholders (or other persons) dissatisfied with the company's management may also try to obtain powers of attorney from other shareholders to vote on their behalf and vote against the current management of the company.

When using this mechanism, as in the case of a takeover, destabilization of the company's management is possible. For the mechanism to be effective, it is necessary that most of the shares be scattered, and management cannot easily block the dissatisfied part of shareholders by reaching private agreements with the owners of large blocks of shares (or a controlling stake).

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 of the crisis recovery plan proposed by the company's management. Within the framework of this mechanism, decisions are guided primarily by the interests of creditors, while the claims of shareholders in relation to the company's assets are satisfied last. The management personnel and the board of directors lose the right to control the company; it passes to a court-appointed liquidator or liquidator.

Bankruptcy is most often used in extreme cases, because involves significant costs - both direct (court fees, administrative costs, accelerated sale of assets, often at a reduced price, etc.), and indirect (termination of business, immediate satisfaction of debt obligations, etc.). Disputes between different groups of creditors often lead to a decrease in the effectiveness of bankruptcy in terms of meeting obligations with respect to all interested parties. It is no coincidence that bankruptcy as an extreme form of control over the activities of a corporation is regulated by special legislation.

The considered management mechanisms operate on the basis and within the framework of certain rules, norms and standards developed by state regulatory bodies, judicial authorities, and the business community themselves.

The totality of these rules, norms and standards is institutional framework for corporate governance... The main elements of the institutional framework for corporate governance include:

Rules and regulations of status law (company laws, securities laws, shareholder rights laws, investment laws, insolvency laws, tax laws, court practice and procedures);

Agreements on voluntarily adopted standards of corporate conduct and internal norms governing the procedure for its implementation at the company level (requirements for the maintenance of corporate securities, codes and recommendations on corporate governance);

Generally accepted business practice and culture.
It should be emphasized that in countries with a developed market, non-state institutions play an important role. Their activities form and develop a corporate governance culture that cements the overall framework of the corporate governance system created by law. Numerous associations for the protection of shareholders' rights, centers and institutions engaged in independent analysis of the activities of managers, training of independent Directors, identify problems of corporate relations and, in the process of their public discussion, develop ways to solve them, which then become a generally accepted norm, regardless of whether they are consolidated in right or wrong.

The institutional framework of corporate governance is designed to ensure the implementation of such principles of corporate governance as transparency of the company and its management system, control over management activities by shareholders, observance of the rights of minority shareholders, and the participation of independent persons (directors) in the management of the company.

Thus, the development of joint-stock ownership, accompanied by the separation of property rights from its management, posed the problem of control by the owners over the managers who control the property as a condition for its most efficient use in the interests of the owners. The organizational model, which is designed to solve this problem, to protect the interests of investors, to coordinate the interests of various interested groups, in half the name of the corporate governance system. Depending on the characteristics of development, this model takes on its own specific forms in different countries; The functioning of this system is based both on legislative norms approved by the state and on rules, standards and patterns ”formed as a result of formal and informal agreements of all interested groups.

4. Principles of corporate governance.

The corporate governance system is based on a number of general principles. The most important are the following:

1. Centralization principle management, that is, the concentration of strategic and most important decisions in one hand.

The merits of centralization include: decision-making by those who have a good understanding of the corporation as a whole, hold senior positions, and have extensive knowledge and experience; elimination of duplication of work and the associated reduction in overall management costs; ensuring a unified scientific and technical, production, sales, personnel policy, etc.

The disadvantages of centralization are that decisions are made by persons with poor knowledge of specific circumstances; a lot of time is spent on transferring information, but it itself is lost; lower-level managers are practically eliminated from making decisions that are subject to execution. Therefore, centralization should be moderate.

2. Decentralization principle, i.e. delegation of powers, freedom of action, rights granted to a lower management body of a corporation, a structural unit, an official to make decisions within a certain framework or give orders on behalf of the entire firm or unit. The need for this is associated with an increase in the scale of production and its complication, when not only one person, but also a whole group of people cannot determine and control all decisions, let alone carry them out.

Decentralization has many advantages: the ability to quickly make decisions and attract middle and lower-level managers to this; no need to develop detailed plans; weakening of bureaucratization, etc.

The negative aspects of decentralization include: the arising lack of information affecting the quality of decisions; difficulties with the unification of rules and procedures for decision-making, which increases the time required for approvals; with a high degree of decentralization, the emergence of the threat of escalating into disintegration and separatism, etc.

The need for decentralization increases in geographically dispersed firms, as well as in an unstable and rapidly changing environment. the lack of time for coordinating the necessary actions with the center increases.

The degree of decentralization depends on the experience and qualifications of managers and employees of departments, which is determined by the number of their rights and responsibilities for independently made decisions.

3. The principle of coordination of activities structural divisions and employees of the corporation. Depending on the circumstances, coordination is either entrusted to the departments themselves, jointly developing the necessary measures, or it can be entrusted to the head of one of them, who, by virtue of this, becomes the first among equals; Finally, more often than not, coordination becomes the domain of the designated manager with staff and consultants.

4. The principle of using human potential lies in the fact that the adoption of the bulk of decisions is made not by the entrepreneur or the general manager unilaterally, but by employees of those levels of management where the decisions must be implemented. Performers should be oriented not towards direct instructions from above, but towards clearly limited areas of action, authority and responsibility. The higher authorities should solve only those issues and problems that the lower ones are not able or have no right to take upon themselves.

5. The principle of effective use rather than neglecting the services of business satellites. Business includes in its sphere of influence a whole range of related activities. The specialists who perform them are called business satellites, that is, its accomplices, companions, assistants. They facilitate the relationship of corporations with the outside world: counterparties, the state represented by its many bodies and institutions.

The group of satellites includes: financiers and accountants who plot the financial course of the corporation in such a way as to optimize the payment of taxes; lawyers who help to build legal relations with other enterprises and with the state; statisticians, economists-analysts, compilers of economic and other types of surveys; sales specialists; advertising agents; public relations specialists and others.

These principles are the basis for corporate rule-making.

At the same time, it should be noted that there are a number of principles that apply to every day. They were also used in pre-revolutionary Russia, they were formulated in the form of commandments addressed to entrepreneurs (1912):

1. Respect authority. Power is a prerequisite for effective business management. There must be order in everything. In this regard, show respect for the guardians of order at the legalized echelons of power.

2. Be honest and truthful. Honesty and truthfulness are the foundation of entrepreneurship, a prerequisite for healthy profits and harmonious business relationships. A Russian entrepreneur must be an impeccable bearer of the virtues of honesty and truthfulness.

International principles of corporate governance

In April 1998, the Council of the Organization for Economic Development and Cooperation (OECD - uniting 29 countries) called on the organization to develop a set of standards and guidelines on corporate governance in conjunction with national governments, other interested international organizations and the private sector. To this end, an Ad Hoc Group on Corporate Governance was set up, tasked with developing non-binding principles that embody the views of Member States.

The Principles are based on the experiences of Member States that have undertaken similar national efforts and on previous work at the OECD, including the work of the OECD Business Sector Corporate Governance Advisory Group. Several OECD committees took part in the preparation of the Principles: Committee on Financial Markets, Committee on International Investment and Multinational Enterprises, Committee on Industry, Committee on Environmental Policy. Significant contributions to the development were made by non-OECD countries, the World Bank, the International Monetary Fund, business circles, investors, trade unions and other stakeholders.

In April 1999, the OECD published the guidelines. Their aim is to help "Governments of OECD member countries and governments of other countries in assessing and improving the legal, institutional and regulatory systems in relation to corporate governance in their countries ..." Principles were signed by ministers at the meeting of the OECD Council in May 1999.

The group of European Shareholders, "Euroshareholders", is a confederation of European shareholder associations, founded in 1990. It includes eight national shareholder associations. Its task is to represent the interests of individual shareholders in the European Union. The Euroshareholders principles are based on the same principles as in the OECD, but are more specific and detailed. The Euroshareholders Principles - if adopted by different companies and countries - should improve the rights and influence of shareholders.

2. Evolution of approaches to the management of joint stock companies

2.1. Causes and stages of formation

Joint-stock ownership

2.2. The history of the formation and development of the joint-stock form of entrepreneurial activity in Russia

2.3. Classic models of corporate governance

2.4. The concept of stakeholders as the most promising direction for the formation of a new corporate model

2.5. Russian model of corporate governance

3. Legal foundations of corporate relations in Russia

3.1. Stages of creation of joint stock companies and their types

3.2. The structure and composition of regulations governing the activities of Russian joint stock companies

3.3. Shareholders' rights and opportunities enshrined in Russian shareholder law

3.4. Reasons and procedure for liquidation of a joint stock company

4. Authorized capital as an object of corporate governance

4.1. The concept and structure of corporate capital

4.2. Formation of the authorized capital of the company

4.4. Ways, Reasons and Procedure for Reducing the Authorized Capital of a Company

5. General meeting of shareholders as the highest governing body in a joint stock company

5.1. Functions, competence and competence

Shareholders meetings

5.2. Forms of holding a general meeting of shareholders and its types

5.3. Stages of preparation for the general meeting of shareholders

5.4. Holding a general meeting of shareholders

6. Board of directors and executive management and control bodies of the company

6.1. Functions, duties and responsibilities of members of the board of directors of the company

6.2. Optimal structure and composition of directors of the company as a factor and condition for the implementation of the functions of the board

6.3. Functions, powers and procedure for appointing executive bodies in joint stock companies

6.5. Formation of an effective system of incentives for the labor of managers as a way to harmonize interests

6.6. Subjects of quality control of corporate governance in joint stock companies

7. Mechanisms and tools of corporate governance

7.1. Corporate Code of Conduct as a Factor

The effectiveness of the organization

7.3. The influence of the company's dividend policy on balancing the interests of the participants

7.4. Transparency as a condition for mutual understanding between participants in corporate relations

8. Reorganization as a corporate governance tool

8.1. Concept, types and forms of reorganization

Mergers and acquisitions

8.2. Motives for reorganization

8.3. Reorganization methodology

9. Methods and techniques of raiders and methods of protection from capture

9.1. Hostile takeover: concept, goals and reasons

9.2. Takeover instruments and the specifics of their application in Russia

9.3. Takeover protection tools

9.4. Evaluation of the effectiveness of the reorganization and the reasons for failure

10. Forms and methods of protecting and restoring the rights of minority shareholders

10.1. Forms and methods of protecting the rights and legitimate interests of shareholders

10.2. Ensuring the rights of shareholders

When reorganizing a company

10.3. Ensuring the rights of shareholders when placing additional shares

10.4. Concept and procedure for concluding large transactions

10.5. Transactions with affiliated persons: concept and procedure for conclusion

11. Assessment of the effectiveness of corporate governance

11.1. Rating structure and content

Corporate governance

11.2. Capitalization as an indicator of corporate governance efficiency

12. Features of corporate governance

12.2. Methods and methods of corporate governance used by public authorities

Conclusion

Bibliographic list

Applications

Characteristics of corporate governance models

The structure of the quarterly report of the company

List of material facts, information about which is subject to disclosure in accordance with Russian legislation

List of material events, information about which is subject to disclosure in accordance with Russian legislation

List of documents provided to shareholders of the company in preparation for the meeting of shareholders

Methodology for assessing the risk of "attack" by raiders

Recommendations for the formation of the conditions of the tender proposal

Recommendations for using methods of purchasing shares

The main methods of protecting a company from a takeover

Components of the corporate governance rating for analysis

Glossary of terms and definitions

Alphanumeric index

List of abbreviations

12. Features of corporate governance

in joint stock companies with participation

public authorities

12.1. Forms and purposes of participation of public authorities

in the management of joint stock companies

The management of joint-stock companies, the shareholders of which include representatives of state authorities, has its own peculiarities, the knowledge of which is especially important in the context of the Russian model of corporate governance.

In Russia, the role of the state as the owner of joint-stock companies is very great. An analysis of the ownership structure, carried out following the results of privatization, shows that the state is one of the largest shareholders. Thus, as of June 1, 2006, the shares of 3,724 companies were in federal ownership. Among them there are many large organizations that are active in the corporate control market, increasing the size of controlled assets. In addition to a large number of enterprises and organizations that were wholly owned by the state, the latter also retained ownership of assigned stakes in strategically important companies, and also uses a special right to participate in the management of joint-stock companies by introducing “golden shares” into the company's charter.

In general, the following applies to state-owned JSC shares control mechanisms:

Representing the interests of the state in the governing bodies of societies by civil servants (institute of state representatives);

Transfer of state-owned blocks of shares to trust management;

Assigning such packages to unitary enterprises on the basis of the right of economic management or operational management;

Contribution of state-owned blocks of shares to the authorized capitals of joint-stock companies.

According to the forms of state ownership, joint stock companies can be divided for the following: with the participation of federal property, property of the constituent entities of the Russian Federation, municipal property.

Objectives of Management of State-Owned Shares, may differ materially from the goals of other owners, they usually include:

An increase in non-tax revenues of the federal budget, which creates the preconditions for the state to reduce taxes on performance;

Ensuring that economic partnerships and societies perform national functions (defense, security, social programs, regulation of natural monopolies);

Stimulating the development of production, improving the financial and economic indicators of the activities of business partnerships and companies, attracting investments;

Implementation of institutional transformations in the economy (restructuring of enterprises, industries, creation of vertically integrated structures).

As a result, the approaches of public authorities to corporate governance inevitably conflict with the idea of ​​increasing economic efficiency.

Let us consider the main features of the functioning of joint-stock companies, whose shareholders include government bodies.

1. The goals of the state and commercial enterprises may contradict each other.

The classic task of a company is to maximize the capital of its shareholders. The tasks of the state are mainly social or political - the country needs to provide strategic advantages in foreign policy, the population needs to be supplied with vital services, such as communications services, the supply of electricity, heat, gas, and all this may contradict commercial goals. In such conditions, the state, in principle, can ignore the difficult financial situation of companies, losses, unpaid debts. The initially contradictory goal system complicates management tasks. Moreover, although state-owned companies are charged with a special mission - to serve state political and social interests, often to the detriment of economic interests, we do not find any definitions of this role or formulation of ways to finance these activities in the statutory documents of companies or in any other public documents.

2. Incentives to improve economic performance are limited.

State-owned companies are less exposed to the risk of bankruptcy than others and are practically not exposed to the risk of hostile takeover. This reduces incentives to improve performance. Even if a potential outside owner sees opportunities to improve efficiency, he has no chance of gaining control over the company and implementing efficiency improvement mechanisms. In addition, over-borrowing and problems with debt repayment are not as painful for state-owned companies as they are for private ones. In case of financial difficulties, the state can support state-owned companies through state-controlled banks or with the help of budget funds, and also, using its strong bargaining position, insist on debt restructuring that is disadvantageous for creditors.

3. Indirect ownership reduces control.

The classical division into an owner and an agent (manager) who disposes of an asset in the interests of the owner is becoming more and more complicated. Formally, the citizens of the country are the owners of state assets. But citizens do not directly manage state-owned companies; this role belongs to the state as an institution, or rather, to government departments that manage companies in the interests of the state. Further, the management function is mediated by representatives of state bodies in the management structure of the company. This indirectness generally reduces the degree of shareholders' control over the activities of the hired management. In state-owned companies, the representation of independent directors is 2.5 times lower than in private ones, that is, people with management experience in large corporations, industry and financial specialists who are able to really control management and discuss business development strategies.

Risks increase that agents will not act in the interests of the owner, but will use the company's assets for their own benefit. The internal corruption that develops in this way feeds corruption at the state level - in those bodies that are called upon to exercise control. The negative impact of these processes extends to the economy as a whole. With an increase in the share of state ownership in the economy, the number of counterparties of state enterprises, that is, the area of ​​contact between the state and the private economy, grows.

4. Boards of directors act as a transmission link.

The functions of boards of directors in Russian state-owned companies are often limited to broadcasting decisions taken at a higher level. On key issues, government officials, who tend to form a majority on boards of directors, vote consolidated on directives approved by the government. Due to the hierarchy or lack of motivation, they do not take active personal participation in decision-making. This state of affairs directly contradicts the principle of fiduciary responsibility, that is, the responsibility that a member of the board of directors personally bears to all shareholders of the company. As a result, the boards of directors are not actually decision-making bodies on such important issues as the appointment (or dismissal) of the CEO, the acquisition of significant assets, and the determination of strategic investment directions. Decisions are made in a not completely transparent environment, it is not always clear their rationale and the circle of persons responsible for their adoption.

5. Rapid growth and expansion of operations are associated with risks. The rapid extensive growth of companies carries risks regardless of the form of ownership, and especially with weak control by the board of directors. When acquiring a large number of assets, companies often face a loss of control simply due to the fact that a rapidly growing company is difficult to control. In addition, large-scale acquisitions make reporting difficult to understand and embellish results with purely bookkeeping techniques. Aggressive acquisition policies were one of the main causes of many major corporate scandals in the early 2000s. Moreover, today, in the extremely favorable conditions on the energy market, the state, represented by state-owned companies, has to spend significant funds on the acquisition of private assets in this sector. The financial discipline of state-owned companies, their ability to effectively use borrowed funds and keep their creditworthiness under control is under threat.

As a result, the following are the main complaints about the quality of management of companies with the participation of state authorities:

1. The vagueness of the goals of the state as an owner, sometimes accompanied by the actual editing of the plans of the state by corporate managers.

2. Inconsistency between the interests of the state and private investors.

3 Weak responsibility of state bodies and managers for the efficiency of the use of state property, reaching the point of unpunished withdrawal of assets from state-owned companies.

4. Failures in the development of a unified position of various government agencies in relation to state-owned companies.

5. Insufficient contribution of the boards of directors to ensuring high-quality corporate governance in state-owned companies.

Overcoming these shortcomings is largely associated with a clear definition and coordination of commercial and non-commercial objectives of state-owned enterprises. This is essential for increasing the efficiency of the use of state property and improving corporate governance in companies with state participation, but it is obvious that the separation of these tasks is not always possible and advisable.