Corporate governance in commercial organizations. Essence and structure of corporate governance

Corporations are the most important institution of the modern economy. In developed countries, the corporation is an integral attribute of the power system.

Currently, there is a noticeable surge of interest in issues related to corporate governance in Russia and abroad. The relevance of studying the problem of corporate governance is explained by the need to:

integration of corporations into the world economic community in connection with the ongoing processes of globalization of the world economy;
increasing the competitiveness of corporations in the world market;
ensuring the investment attractiveness of corporations for investors;
creation of an effective mechanism for managing the corporation's property;
maintaining a balance of interests of all financial and stakeholders who own and/or participate in the management of an organization (corporation);
separation of ownership and control functions in large organizations;
restoration of destroyed economic ties between industrial organizations;
formation and development of high rates of the Internet economy and lr.

In this section, we will present the main definitions in the field of corporate governance, outline the range of problems and issues that corporate governance is aimed at solving, and also provide a methodological basis for scientific school corporate governance.

In the Civil Code of the Russian Federation, the concept of "corporation" as such is absent. In practice, one often comes across such definitions as “financial corporation”, “consulting (consulting) corporation”, “logistics corporation”, “industrial corporation”, etc. Is it a tribute to fashion or an objective need to use something borrowed from the West? terminology that defines a different nature of property relations that have arisen as a result of the redistribution of property rights?

According to the results of the analysis teaching materials, various publications in periodicals devoted to issues of corporate governance, there are fundamentally two (partly diametrically opposed) points of view on the definition of the concept of "corporation".

According to the first point of view, a corporation means any joint stock company (JSC). Today, about 31 thousand open joint-stock companies (OJSC) operate in the Russian Federation, requiring the creation and debugging of an effective corporate governance mechanism.

From another point of view, a corporation means any organization that meets the characteristics of a corporate identity, which include:

1) complex in structure property complex;

2) *a complex organizational structure of management (association of several legal entities and individuals, including banks and / or other financial organizations);

3) *high degree of diversification (the organization operates in at least five industries/fields of activity);

4) *presence of headquarters (parent organization) and branches/representative offices abroad;

5) international staff;

6) the number of employees in the parent organization is at least 1000 people;

7) *implementation of online business support;

8) *the share of export business operations in the organization's revenue is at least 30%;

9) *preparation financial statements in accordance with international standards;

10) implementation of entrepreneurial and issuing activities;

11) * quotation of shares on the market (inclusion in the listing);

12) * compliance with "soft legislation" (codes of corporate conduct, etc.);

13) the contribution of the organization to the gross domestic product (GDP) of the country is at least 0.5-1%;

14) * business transparency, ie. financial and information openness of the organization;

15) * the presence of consolidated reporting, but not in order to identify the taxable base, but to obtain general idea about the organization as a whole.

The above list of 15 signs of corporate identity is decisive for Western investors when considering the financing of any major project. countries with developing market economy, which are characterized by the presence corporate relations in an imperfect state (including Russia), the so-called necessary (minimum) set of features can be proposed. These features (2, 3, 4, 7, 8, 9, II, 12, 14 and 15) are marked with an asterisk (*).

When defining the concept of “corporation”, we will proceed from the approach given in the textbook “Organization Management”, where a corporation (organization) is considered as a socio-economic system that integrates both a particular subject of activity and the means of activity used by him (separate property ), and is understood as the most developed form of organization. Continuing this idea, Z. P. Rumyantseva writes that an integration entity (read - "corporation") is a new organizational form, different from the one to which all its constituent organizations belong. The fundamental difference between corporations is not only how they are formed, but also how management relations are built in them. Corporations as integration forms, consisting of a number of independent organizations, are systems of a special kind with poorly defined boundaries, often changing elemental composition. A feature of corporate management is that such a system contains elements of management of the united units and management principles specified by the properties new system. Therefore, corporations as objects of management have significant differences from traditional organizations.

Obviously, the problem of the specifics of the object of management at the present stage of development of domestic corporate governance is central. With regard to the state of corporate governance, we are currently dealing only with the primary formulation of concepts that explain the specific characteristics of socio-economic systems - corporations and the metastructures (corporate groups) they generate. In the meantime, it can be stated that due to the inconsistency of the definition of the object, naturally, there is also an inconsistency in the definition of corporate governance.

The first thing a person who is going to understand corporate governance faces is terminological confusion. It turns out that corporate management and corporate governance are not the same thing. There are no such differences in Russian. All this is further aggravated by the fact that there is no corporation as an organizational and legal form in Russian legislation.

Most authors adhere to the point of view that corporate management is focused on the mechanisms of doing business. The concept of "corporate governance" is broader, it means a system of interaction between many individuals and organizations on various aspects of the functioning of the company, and above all between managers and owners (shareholders / investors), shareholders and other interested parties (stakeholders), etc.

Such an understanding shifts the center of gravity from intra-corporate relations to inter-corporate ones and is the most acceptable for large integrated corporate associations that include several organizations coordinated from a single control center. At the same time, many additional issues are included in the problem of corporate governance, for example, the relationship between the main (parent) company and subsidiaries, suppliers and consumers of products, large (majority) shareholders of the participating enterprises and the supreme management bodies of the association of enterprises, etc.

There is a third interpretation of corporate governance, which consists in the fact that such governance is considered as a synonym for the concept of "enterprise (company) management".

In turn, enterprise management is considered as a type of activity that, in accordance with the goals and objectives of the enterprise, determines what and when to produce (sell, perform), who and how will carry out this activity, form working procedures for planning and organizing at all stages and levels. management, to analyze and control the execution of management decisions, to achieve the effective use of material, labor, financial and information resources.

With this approach, an equal sign is put between "corporate governance" and "corporation governance", covering all management functions within a corporation.

So, it can be stated that there is no single concept of corporate governance in world practice today. There are quite general concepts that do not distinguish an ordinary organization from a corporation. However, in our opinion, the quintessence of corporate governance is that it is a set of organizational and methodological solutions that ensure the management of organizations that meet the requirements of corporate identity and for the implementation of the achievement of two goals:

1) increase in the capitalization of the organization (business value due to an increase in the share price and / or additional issue), including in the event of a takeover or merger;

2) ensuring a balance of interests of the owners of the organization, its management, shareholders (minority, majority, strategic investors) and other financially interested parties (affiliates, the state, etc.).

The theoretical framework for considering corporate governance issues requires:

1) identification of factors influencing the formation of a corporate governance model;

2) identification of key corporate governance issues.

The problems of corporate governance are associated with the separation of property rights from management rights in the conditions of dispersed property rights among many shareholders. Corporate Governance aims to address issues such as:

— distribution of rights between managers and shareholders;

— representation of interests of shareholders;

— awareness of shareholders about the actions of managers;

— application of corporate control mechanisms.

Corporate governance is concerned with the separation of management rights and ownership rights.

The problem of corporate governance is reduced to the creation of mechanisms that would ensure the observance of the interests of shareholders who are the owners of the corporation in conditions where information significant for decision-making (both current and strategic) is distributed asymmetrically in favor of managers who often pursue their own interests.

Corporate governance includes consideration of two blocks of issues.

The internal life of a corporation (creation, liquidation, rights of shareholders, competence of management bodies).
The interaction of the corporation with the external environment, which serves as a potential source of capital (issue of shares, bonds; conditions for the acquisition of large blocks of shares). The main participants in corporate relations:

1) shareholders - are investors of the organization, are interested in receiving dividends and a high price of shares in case of their sale;

2) hired managers - carry out all the main management functions;

3) the personnel of the organization - is directly involved in the production and economic activities of the organization;

4) state governing bodies - form the legal framework of corporate relations;

5) creditors - participate in financing, production, economic and other activities of the corporation;

6) regional governments and local communities. From a business point of view, formalized regulation of corporate relations should be provided.

One of the principles of corporate governance is the principle of separation of ownership and control rights. The shareholders are the owners of the capital of the corporation, but the right to control and manage the capital belongs to the managers, who are hired agents accountable to the shareholders. Managers perform an entrepreneurial function, that is, having professional skills and knowledge, they make and implement decisions on the best use of capital. The owners of a corporation do not always have the necessary professional skills and perform the function of capital providers (from various sources) and have the right to count on a share of the profits corresponding to their contribution from the activities of the corporation.

The specificity of corporate governance lies in the fact that the object of management is a set of organizations that are independent of each other and interact with each other. Thus, we are talking about technological chains in which each of the organizations performs its functions. For example, a management company plans production, defines a strategy, collects information about the functioning of the main participants, and distributes profits within the technological chain (TC). Other organizations - participants in the shopping center can perform exclusively production functions within the framework of a single production plan. The management of a group of organizations is complicated by the fact that the information necessary to control the activities of all participants in the shopping center is often heterogeneous. One of the levers of influence is the procedure for redistributing the profit from the project between the organizations - participants of the shopping center or obtaining the powers specified in the Charter.

On fig. 1.1 and in table. 1.1. a comparative description of corporate and non-corporate governance is given.

Table 1.1

Distinctive features of corporate and non-corporate governance

Corporate Governance	Unincorporated governance
Separation of ownership and management powers	Merged ownership and management functions
Formation of a new independent subject of corporate relations - hired managers	Managed by the owners themselves
Together with the management function, the owners lose contact with the business	The owners are linked by management relationships
There are no relations between the owners and they have been replaced by the relations between the owners and the corporation of management dews
U.S. federal law defines the limited liability of individual investors as distinguishing feature corporations (investors do not bear personal property liability for the obligations of the corporation in which they invest funds. Maximum losses of investors - non-return of invested funds

If in an open joint stock company (OJSC), nominally recognized as a corporation, management is carried out not by hired managers, but by owners, then, in fact, there is no subject of corporate relations, i.e., in this case, the OJSC is not a corporation.

Corporate Governance Issues Associated with Balancing Interests different groups stakeholders (shareholders, including large, minority shareholders, owners of preferred shares, managers of the organization, its employees, government bodies) are relevant for most countries. At the same time, different approaches to holding an extraordinary general meeting of shareholders (minimum percentage of shares), the cumulative voting procedure, the definition of fractional shares and the technology of repurchasing shares from small shareholders at a fair price in the event of big deals, interested party transactions, reorganization or amendment of the Charter of a joint stock company (JSC).

The corporation is traditionally considered primarily as a joint-stock form of enterprise organization.

Much less studied is the economic role of the corporation - the assessment of the positive and negative consequences of the activities of corporations and their impact on the national economy.

The functional roles of the corporation are diverse and partially different for certain types of corporate structures. The most typical of them are: the concentration of capital, the integration of fictitious and real production capital, the integration of entrepreneurship and management, the strengthening of the role of the state in the international division of labor, the inter-industry and intra-industry distribution of capital, etc.

The fulfillment of these functional roles leads to the appearance of both positive and negative results, and consequences for the national economy.

The role of transnational corporations (TNCs) deserves special consideration, given the deepening process of globalization, since it is corporations that play a key role in this process.

The institutional aspect of corporate governance is extremely important, and the study of transaction costs should be one of the priority areas of research.

For Russia, the social responsibility of business is very important. Therefore, one of critical tasks are the formation and use of mechanisms for the inevitability of the legal and social responsibility of corporations to the state, the business community and civil society, namely:

- the state should control the activities of corporations on the basis of criminal and administrative law;

- the business community should control the activities of corporations on the basis of an independent audit, the introduction of independent directors into the board of directors, etc.;

- civil society should control the ethical side of the commands of corporations in relation to both society as a whole and individual social groups on the basis of the permissible information openness of their activities and agreed-upon evaluation criteria.

Pref. by: Corporate Governance: Tutorial/ Ed. V.G. Antonova. - P.7-15.

In 1999, in a special document approved by the Organization for Economic Cooperation and Development (OECD), which unites a group of countries with developed market economies, it was stated that “one of the key elements in improving economic efficiency is corporate governance (corporate governance), including a complex of relations between the board (management, administration) of the company, its board of directors (supervisory board), shareholders and other interested parties (stakeholders). Corporate governance also determines the mechanisms by which the goals of the company are formulated, the means of achieving them and controlling its activities are determined.

The current legal norms in Russia are closer to a “narrow” understanding of corporate governance, covering relations only between managers, the board of directors and shareholders, while employees and government bodies, as in some other countries, do not belong to its subjects. With this approach, the area covered by corporate governance covers the participants of the corporation, the corporation itself as a whole.

Differences between corporate and non-corporate governance:

1) in corporate management, the functions of the owner and manager are implemented separately;
2) owners within the corporation lose contact not only with management, but also with entrepreneurship;
3) managers, being employees, become a new subject of economic relations;
4) there are no direct relations of owners in the corporate governance system. They interact through the corporation.

If the practice of corporate governance has existed for several centuries, then the theory began to take shape only in the 1980s.

The specifics of this social institution due to the following factors:

The separation of ownership from management (with the determining value of the former).

Shakespeare's "The Merchant of Venice" describes the unrest of a merchant who is forced to entrust the care of his property - ships and goods - to other persons (saying modern language separate ownership from management);

The presence in the structure of the company of dependent and independent persons. Corporate governance becomes in demand when

business grows to a fairly serious scale, requiring the development of specific rules, whose absence or insufficiently consistent observance causes significant damage to the corporation, and coordination of interaction between owners and managers based on them. This is confirmed by the example of Russia, where enterprises for which such a division is typical are more focused on the development of corporate governance.

The goals of corporate governance, which should not contradict the national socio-economic interests, are:

1) ensuring a balance of interests, firstly, of outsiders and insiders, and, secondly, of owners with formal legal power and hired managers, in whose hands real economic power is concentrated. In the absence of conflicts between them, a synergistic effect is achieved in the activities of the corporation. This happens on the basis of certain principles (legal, ethical, procedural) adopted in the business community, a clear distinction between ownership and management;
2) the formation of mechanisms that ensure the control of shareholders over the top administration and its responsibility to them for the results achieved.

The main objectives of corporate governance are:

the preservation of the corporation as a legal entity and an independent economic entity, the growth of its capitalization (by increasing the share price on the stock exchange);
development and decision-making on the rational structure of business areas (acquisition, re-profiling, liquidation of enterprises, etc.);
protecting the interests of owners, building a system of relations with them;
achieving a balance of interests of owners, management, other stakeholders who have the opportunity to influence the corporation (affiliates);
definition dividend policy;
attracting investments and strengthening the economic and production potential of the company;
development and implementation by managers under the control of the owners corporate strategies in the field of diversification, mergers and acquisitions, the fight against competitors;
management of assets and financial flows;
implementation of market expansion;
improvement of the wage system top managers;
development of corporate culture, creation of a high image, investment attractiveness, gaining the trust of customers, partners, government, and the public;
maintaining favorable conditions for effective management of current activities and profit maximization;
implementation of an effective social policy, etc.

The corporate governance system includes:

its members;
kit legal institutions, principles for the implementation of regulatory actions (code of corporate conduct, code of ethics, etc.).

Legal institutions of corporate governance should ensure the protection of the rights of shareholders and the prevention of their abuse; the reasonableness of the costs associated with its implementation; stability of the current activity and development of the corporation; balance of interests of owners of ordinary and preferred shares; minority and majority shareholders; society as a whole, executive bodies and shareholders;

a description of the powers of the board of directors and other elected and appointed bodies;
distribution of responsibilities among top managers;
a set of tools to influence them on the part of interested parties in order to maximize the market value of the company;
a mechanism for the redistribution of property rights in favor of more efficient economic agents in the case when the owners are unable or unwilling to control managers, etc.);
various kinds of requirements, for example, to the information base for decision making, professional qualifications people who make these decisions, etc.

The features of the corporate governance system are largely determined by general economic factors, government policy, the level of competition, the specifics of the legal and economic environment, business ethics, and the corporation's awareness of its social responsibility to society, for example, in the field of ecology.

The signs of an effective corporate governance system, as defined by the World Bank, are:

1) transparency of financial and other business information on the activities of the company, the process and results of monitoring the activities of managers;
2) protection and provision of the rights and interests of all shareholders;
3) the independence of the directors of the corporation in determining its strategy, approving business plans, making other important decisions, appointing, monitoring activities, removing managers if necessary;
4) maximization of financial flows (profit) and at the same time payments to shareholders.

Management of the current activities (business) of the corporation as large organization, consisting of many formally completely independent or partially independent units by professional specialists in the course of business operations, began to be called corporate management (corporate management).

Corporate management focuses on solving three main problems: developing strategies and ensuring the maximum efficiency of the corporation (here it intersects with corporate governance), attracting investments, fulfilling its legal and social obligations.

Corporate management should be distinguished from general management. Its objects are only the corporation as a whole and its main divisions insofar as they act as parts of a single whole (their functioning as independent subjects to the sphere of interests corporate management no longer applies). In fact, it is a kind of strategic management, but it has a narrower framework (“in charge” of development strategies, portfolio, financial, investment strategies of the company, as well as elements of other functional strategies common to all departments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Rice. 2.1. Corporate governance system

In addition to the above, a number of other definitions of corporate governance can be given:

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

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

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

· system of accountability of managers to shareholders;

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

a means of ensuring a return on investment;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1) existence of a legal entity;

2) institutional separation of management and ownership functions;

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

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

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

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

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

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

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

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

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

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

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

The corporate governance system of VTB Bank is based on the principle of unconditional compliance with the requirements of Russian legislation and the Bank of Russia, the recommendations of the Federal Financial Markets Service of Russia, and also takes into account the best world practice. VTB Bank guarantees equal treatment of all shareholders and gives them the opportunity to take part in the management of the Bank through the General Meeting of Shareholders, as well as exercise their right to receive dividends and information about its activities.

The supreme governing body of VTB Bank is the General Meeting of Shareholders. The Supervisory Board of the Bank, elected by the shareholders and accountable to them, provides strategic management and control over the activities of the executive bodies - the President - the Chairman of the Management Board and the Management Board. The executive bodies carry out the current management of the Bank and implement the tasks assigned to them by the shareholders and the Supervisory Board.

VTB Bank has built an effective system of corporate governance and internal control of financial and economic activities in order to protect the rights and legitimate interests of shareholders. The Supervisory Board of the Bank has an Audit Committee, which, together with the Department internal audit assists the governing bodies in providing effective work Jar. The Audit Commission exercises control over the Bank's compliance with legal acts and the legality of transactions.

For the purpose of auditing and confirming the financial statements, VTB Bank annually engages an external auditor who has no property interests with the Bank and its shareholders.

The Human Resources and Remuneration Committee operating under the Supervisory Board prepares recommendations on key issues of appointment and motivation of members of the Supervisory Board, executive bodies and control bodies.

In order to optimize decision-making by the Supervisory Board on issues strategic development and raising the level of VTB's corporate governance, the Supervisory Board Committee for Strategy and Corporate Governance was established. The main tasks of the Committee are to determine the strategic goals of the activity and priorities in the development of the Bank; support and improvement of VTB's corporate governance system; formation of proposals for strategic management the Bank's own capital.

The Bank shall timely disclose complete and reliable information, including information about its financial position, economic indicators, ownership structure to enable shareholders and investors of the Bank to make informed decisions. Disclosure of information is carried out in accordance with the requirements of Russian legislation, as well as the British regulator Federal Security Authority (FSA). Since 2008, VTB Bank has had a Regulation on Information Policy, which, among other things, establishes rules for the protection of confidential and insider information.

Send your good work in the knowledge base is simple. Use the form below

Students, graduate students, young scientists who use the knowledge base in their studies and work will be very grateful to you.

Posted on http://www.allbest.ru/

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

Test

in the discipline "Quality Management"

Option 20.

Topic: Corporate governance.

StudentSachishina Yu.V.

SupervisorZenchenko S.A.

Minsk 2009

Introduction

Conclusion

Introduction

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

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

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

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

Awareness of the subject of corporate governance;

Determining the legal force and status of corporate governance codes;

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

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

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

1. Corporate governance: basic concepts

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

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

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

firstly, a set of people united to achieve common goals, to implement joint activities and forming an independent subject of law - a legal entity;

secondly, a form of business organization that is widespread in developed countries, providing for shared ownership, legal status and concentration of management functions in the hands of the highest standard of professional managers (managers) working for hire.

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

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. The first term refers to the activities of professional specialists in the course of business transactions. In other words, management is focused on the mechanics of doing business. The second concept is much broader: it means the interaction of many individuals and organizations related to the most diverse aspects of the functioning of the company. Corporate governance is at a higher level of company management than management.

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

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

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

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

· system of accountability of managers to shareholders;

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

a means of ensuring a return on investment;

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

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

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

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

3. The role of stakeholders in corporate governance (the corporate governance system should recognize 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 stability corporate sector).

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

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

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

2. Participants in corporate governance

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

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

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

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

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

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

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

Managers:

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

They are primarily interested in the strength of their position, the stability of the company and reducing the risk of exposure to unforeseen circumstances (for example, financing the company's activities mainly from retained earnings, and not external debt).

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

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

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

They are influenced by a number of factors that are not related to the tasks of increasing the efficiency and value of the company or even contradict them (the desire to increase the size of the company, expand its charitable activities as a means of increasing personal status, corporate prestige, etc.).

Shareholders (shareholders):

They can receive income from the company only in the form of dividends (that part of the company's profit that remains after the company pays off its obligations), as well as by selling shares in the event of a high level of their quotations. Accordingly, they are interested in the high profits of the company and the high price of its shares.

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

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

They have the opportunity to influence the management of the company in only two ways: 1) when holding meetings of shareholders, through the election of one or another composition of the board of directors and approval or disapproval of the activities of the company's management; 2) by selling their shares, thereby affecting the share price, as well as creating the possibility of the company being taken over by shareholders who are unfriendly to the current management.

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

· Lenders (including holders of corporate bonds):

They receive profit, the level of which is fixed in the contract between them and the company. Accordingly, they are primarily interested in the stability of the company and guarantees for the return of the funds provided. They are not inclined to support solutions that provide high profits, but are associated with high risks.

Diversify their investments among a large number of companies.

· Company employees:

First of all, they are interested in the stability of the company and the preservation of their jobs, which are their main source of income.

They directly interact with management, depend on it and, as a rule, have very limited opportunities to influence it.

· Partners of the company (regular buyers of its products, suppliers, etc.):

Interested in the stability of the company, its solvency and continuation of activities in a particular area of business.

· Authorities:

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

Directly interact with management.

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

3. Mechanisms of corporate governance

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

Participation in the board of directors

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

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

hostile takeover

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

Competition for powers of attorney from shareholders

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

Bankruptcy

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

4. Key elements of an effective corporate governance system

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

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

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

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

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

The main elements of an effective corporate governance system include:

external (country) factors:

the general state of the economy;

cultural traditions;

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

regulation of the securities market;

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

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

internal factors (enterprise factors):

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

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

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

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

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

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

use as a guideline for improving corporate governance procedures.

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

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

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

understanding the relative degree of transparency of the company.

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

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

corporate governance business shareholder

5. Models of corporate governance

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

Germany USA

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

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

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

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

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

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

Conclusion

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

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

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

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

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

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

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

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

Based on the foregoing, it can be concluded that:

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

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

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

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

Bibliography

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

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

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

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

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

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

Hosted on Allbest.ru

Corporate governance in commercial organizations. Essence and structure of corporate governance

Send your good work in the knowledge base is simple. Use the form below

Competition for powers of attorney from shareholders

Bankruptcy

4. Key elements of an effective corporate governance system

Similar Documents