In the scientific literature, I met various interpretations corporate governance. I will cite some of them.
Corporate governance is a system of relationships between company managers and their owners (shareholders), as well as other interested parties, on issues related to ensuring the efficiency of the company's activities and ensuring the interests of owners and other interested parties.
Corporate governance is a process in accordance with which a balance is established between economic and social goals, between individual and public interests.
Corporate governance - view economic management corporate
associations. Its main functions are strategic planning of development of the business units included in the corporation, and the corporation as a whole by types of products, works and services. Also by them in terms of production volumes, its renewal and development of types of production and technology, the use and reconstruction of equipment, the achievement of competitive advantages in the markets of new products and traditional markets, ensuring sustainable growth in labor productivity, improving the organizational structure of the corporation and communication relations between its elements and bringing them in line with changes in production and market conditions.
But don't think that corporate governance is just corporate governance. In a broad sense, under the concept of "corporate governance", related to the concept of "corporation", we mean management, characterized by a high level of organization, with its inherent special principles. The main corporate governance standards adopted by many corporations in developed countries are enshrined in the Fundamental Provisions of Corporate Governance of the OECD (Organization for Economic Cooperation and Development). Basically, these principles boil down to the following:
Maintaining a balance of interests certain categories shareholders;
Shareholders' control over the activities of the executive bodies and the board of directors of joint-stock companies;
Clear delineation of competencies between the management bodies of joint-stock companies (general meeting of shareholders, board of directors and executive body);
Ensuring transparency of activities and decision-making by all management bodies of joint-stock companies;
Independence of control bodies of joint-stock companies.
Corporate governance in the narrow sense is a system of rules and incentives that encourage company managers to act in the interests of shareholders.
IN economic theory there is no evidence that "correct" corporate governance necessarily ensures the high competitiveness of the company. For example, many large "family" companies that do not meet corporate governance standards are quite competitive. It is believed that corporate governance insures against abuse, but makes companies less flexible.
At the same time, companies that comply with corporate governance standards have an undoubted advantage in attracting investments (for example, through an IPO). According to investors, good corporate governance ensures the honesty of management and transparency of the company's activities, so the risk of losing funds is significantly reduced.
For companies from developing countries, corporate governance is especially important, as international investors are especially concerned about the integrity and businesslike qualities of their management. Studies show that the capitalization of companies with good corporate governance is significantly higher than the market average. This difference is especially great for the Arab countries, countries Latin America(except Chile), Turkey, Russia, Malaysia, Indonesia.
In turn, the subjects of corporate governance are understood as: managers, shareholders and other interested parties (creditors, employees of the company, partners of the company, local authorities).
All participants corporate relations have common goals, including:
1. the creation of a viable profitable company that provides the production of high-quality goods and jobs, as well as having high prestige and an impeccable reputation;
2. increase in the value of the company's tangible and intangible assets, the growth of its share prices and ensuring the payment of dividends;
3. gaining access to external financing(capital markets);
4. gaining access to labor resources(cadres of managers and other employees);
5. increase in jobs and overall economic growth.
At the same time, each participant in corporate relations has its own interests, and the difference between them can lead to the development of corporate conflicts. In turn, good corporate governance contributes to the prevention of conflicts, and if they arise, their resolution through the processes and structures provided. Such processes and structures are the formation and functioning of various management bodies, regulation of relationships between them, ensuring equal treatment of all parties, disclosure of appropriate information, accounting and financial reporting in accordance with proper standards, etc. (Appendix 1)
What is the difference between the interests of subjects of corporate governance?
Managers receive the bulk of their remuneration, usually in the form of guaranteed wages, while other forms of remuneration play a much smaller role. They are interested, first of all, in the strength of their position, the stability of the company and reducing the risk of exposure to unforeseen circumstances (for example, financing the company's activities mainly through retained earnings, and not external debt). In the process of developing and implementing a development strategy, companies, as a rule, tend to establish a strong long-term balance between risk and profit. Managers are dependent on shareholders, represented by the board of directors, and are interested in renewing their contracts with the company. They also directly interact with a large number of groups that show interest in the company's activities (company personnel, creditors, customers, suppliers, regional and local authorities, etc.) and are forced to take into account, to one degree or another, their interests. Managers are under the influence of a number of factors that are not related to the tasks of increasing the efficiency and value of the company or even contradict them (the desire to increase the size of the company, expand its charitable activities as a means of increasing personal status, corporate prestige, etc.).
In turn, shareholders can receive income from the company's activities only in the form of dividends (that part of the company's profit that remains after the company pays off its obligations), as well as by selling shares in the event of a high level of their quotations. Accordingly, they are interested in the high profits of the company and the high price of its shares. At the same time, shareholders bear the highest risks: non-receipt of income if the company's activities, for one reason or another, do not bring profit; in the event of bankruptcy, companies are compensated only after the claims of all other groups are satisfied. Shareholders tend to support decisions that lead to high profits for the company, but also associated with high risk. As a rule, they diversify their investments among several companies, so investments in one particular company are not the only (or even the main) source of income, and they also have the opportunity to influence the company's management in only two ways:
1. when holding meetings of shareholders, through the election of one or another composition of the board of directors and approval or disapproval of the activities of the company's management;
2. by selling their shares, thus influencing the share price, as well as creating the possibility of the company being taken over by shareholders who are unfriendly to the current management. Shareholders do not directly interact with the company's management and other interested groups.
There is another group of participants in corporate relations, called other interested groups (“accomplices”), including:
1. Lenders:
They receive profit, the level of which is fixed in the contract between them and the company. Accordingly, they are primarily interested in the stability of the company and guarantees for the return of the funds provided. Not inclined to support solutions that provide high profits, but are associated with high risks;
Diversify their investments among a large number of companies.
2. Employees of the company:
First of all, they are interested in the sustainability of the company and the preservation of their jobs, which are their main source of income;
They directly interact with management, depend on it and, as a rule, have very limited opportunities to influence it.
3. Partners of the company (regular buyers of its products, suppliers, etc.):
Interested in the stability of the company, its solvency and continuation of activities in a certain area of business;
Directly interact with management.
4. Local authorities:
First of all, they are interested in the stability of the company, its ability to pay taxes, create jobs, implement social programs;
Directly interact with management;
They have the ability to influence the activities of the company mainly through local taxes.
As you can see, the participants in corporate relations interact with each other in different ways, and the sphere of discrepancy between their interests is very significant. A properly built corporate governance system should minimize the possible negative impact of these differences on the process of the company's activities. The corporate governance system formulates and coordinates the interests of shareholders, formalizes them in the form of the company's strategic goals and controls the process of achieving these goals by corporate management.
The basis of the corporate governance system is the process of building and effectively exercising internal control over the activities of the company's managers on behalf of its owners (investors), because it was thanks to the funds provided by the latter that the company was able to start its activities and created a field for the activities of other interested groups.
The foregoing allows us to conclude that corporate governance has two aspects: external and internal. The external aspect focuses on the company's relationship with the socio-economic environment: government, regulators, creditors, securities market participants, local communities and other stakeholders. The internal aspect is focused on relationships within the company: between shareholders, members of the supervisory, executive and auditing bodies.
The corporate governance system is created to solve three main tasks facing the corporation: ensuring its maximum efficiency; attraction of investments; fulfillment of legal and social obligations.
A proper corporate governance system is needed, first of all, by open joint-stock companies with a large number of shareholders, doing business in industries with high growth rates and interested in mobilizing external financial resources in the capital market. However, its usefulness is undeniable for JSCs with a small number of shareholders, CJSCs and LLCs, as well as for companies operating in industries with medium and low growth rates. The introduction of such a system makes it possible to optimize internal business processes and prevent conflicts by properly organizing the relations of companies with owners, creditors, potential investors, suppliers, consumers, employees, representatives of state bodies and public organizations.
In addition, many firms sooner or later face limited domestic financial resources and the impossibility of a long-term increase in debt burden. Therefore, it is better to start implementing the principles of good corporate governance in advance: this will ensure the future competitive advantage companies and thereby give it the opportunity to get ahead of rivals
Effective corporate governance provides joint stock companies with the following benefits:
First, facilitating access to the capital market. The practice of corporate governance is one of the most important factors determining the ability of companies to reach internal and foreign markets capitals. The implementation of the principles of good corporate governance provides the necessary level of protection for the rights of investors, so they perceive well-managed companies as friendly and capable of providing an acceptable level of return on investment.
Second, lowering the cost of capital. Joint-stock companies that adhere to high standards of corporate governance can achieve a decrease in the cost of external financial resources used by them in their activities and, consequently, a decrease in the cost of capital in general. The cost of capital depends on the level of risk assigned to the company by investors: the higher the risk, the greater the cost of capital. One type of risk is the risk of violation of the rights of investors. When investor rights are well protected, the cost of equity and debt decreases. It should be noted that in Lately among investors providing borrowed capital(ie creditors), there is a clear trend to include corporate governance practices as a key criteria used in investment decision making. Therefore, the implementation of effective corporate governance can reduce the interest rate on loans and borrowings.
Corporate governance plays a special role in emerging markets, which do not yet have the same strong system of protection of shareholder rights as in developed countries. market economy. The level of risk and the cost of capital depend not only on the state of the country's economy as a whole, but also on the quality of corporate governance in a particular company. Joint-stock companies that have managed to achieve even small improvements in corporate governance can receive very significant advantages in the eyes of investors compared to other JSCs operating in the same industries.
Third, promote efficiency gains. As a result of improving the quality of corporate governance, the accountability system is being improved, thereby minimizing the risk of fraud officials companies and their transactions in their own interests. In addition, control over the work of managers is improving and the connection between the remuneration system of managers and the results of the company's activities is being strengthened, favorable conditions are being created for planning the succession of managers and sustainable long-term development of the company.
Proper corporate governance is based on the principles of transparency, accessibility, efficiency, regularity, completeness and reliability of information at all levels. If the transparency of the joint-stock company increases, investors get the opportunity to penetrate into the essence of business operations and decide on further cooperation.
Thus, compliance with corporate governance standards helps to improve the decision-making process that can have a significant impact on the efficiency of the company's financial and economic activities at all levels. High-quality corporate governance streamlines all business processes occurring in the company, which contributes to the growth of turnover and profit while reducing the amount of required capital investments.
Management methods should take into account the specifics of the subject of management and can be divided into:
administrative;
economic;
Legislative and regulatory legal;
organizational.
At the same time, these management methods can be divided into levels of application by management subjects:
· corporate;
the level of business areas of the corporation;
individual companies and departments.
The process of managing all these types of corporate entities will be built within the framework of the general management cycle, however, in accordance with the specifics of the management objects, this cycle can be transformed to improve the efficiency of the functioning of a particular corporate property object.
The essence and criteria of corporate governance. Participants in corporate relations. Types of corporate associations. Corporate management principles. Features of the development of corporate governance in the Russian Federation.
1. Civil Code of the Russian Federation (part one). dated November 30, 1994 N 51-FZ.
2. the federal law"On Joint Stock Companies" dated December 26, 1995 N 208-FZ
textbooks
1. Antonov V.G. Corporate Governance. Tutorial/ V.G. Antonov, V.V. Krylov, A.Yu. Kuzmichev. - M. - 2012. - 288 p.
2. Vesnin V.R. Corporate governance / V.R. Vesnin. – M.: MGIU, 2011, 153 p.
3. Voronkova A.E. Corporate governance Textbook for universities / A.E. Voronkova, G.V. Kozachenko, A.M. Kozachenko. – M.: Libra. - 2012. - 368 p.
4. Dementieva A.G. Fundamentals of Corporate Governance: Textbook / A.G. Dementieva. – M.: Master 2009. – 575 p.
3. Periodicals
1. Problems of the theory and practice of management
2. Russian Journal of Management
3. Management in Russia and abroad
Internet sources
1. Administrative and management portal [electronic resource] // http:// aup.ru
2. Economics and management at enterprises: scientific and educational portal [electronic resource] // http://eup.ru
Discipline "Research of control systems"
1. Research of processes and control systems: basic concepts.
The concept of research. The concept of the subject and object of research, the methodological principles of their selection. Factology research Scientific and practical research. Types of research. Collective and individual research. The role of research in various fields production development. Need, incentives and quality of research. Methodology and organization of the study. Problems in the study of processes and control systems.
Methods in the study of control systems.
The concept and classification of methods in the study of control systems. General scientific and private research methods. Study of management through socio-economic experimentation. Testing in the study of control systems. Factor analysis control systems. Sociological studies of control systems. Expert assessments in the study of control systems. Scientific and practical research effectiveness
textbooks
1. Zhukov B. M., Tkacheva E. N. Research of control systems B. M. Zhukov, E. N. Tkacheva. - M.: Dashkov and Co., 2011. - 208 p.
2. Ignatieva A. V., Maksimtsov M. M. Research of control systems / A. V. Ignatieva, M. M. Maksimtsov. - M.: UNITI-DANA, 2010. - 167 p.
3. Korotkov E.M. Research of control systems: Textbook. - M .: "Deka", 2010.
4. Saunders M. Methods for conducting economic research / M. Saunders, F. Lewis, E. Thornhill; [per. from English]. - 3rd ed. – M.: Eksmo, 2010. – 640 p.
2. Periodicals
1. Sociological research
2. Forecasting problems
3. Russian Journal of Management
Internet sources
1. Administrative and management portal AUP.RU [electronic resource] // http://www.aup.ru/
2. Library of the Libertarium (“Moscow Libertarium Library (Russian)”) [electronic resource] // http://www.libertarium.ru/library/
3. Website "Corporate Management" [electronic resource] // http://www.cfin.ru/
4. Materials on the study of control systems [electronic resource] // http://www.inventech.ru/lib/analis/
5. Materials on the study of control systems [electronic resource] // // http://e-college.ru/xbooks/xbook192/book/index/index.html
6. Electronic journal "Economic sociology" [electronic resource] // http://www.ecsoc.msses.ru.
GLOSSARY
Research algorithm – it is a specific, rigid sequence of performing research procedures in order to achieve the desired result.
Questionnaire is a collective term used to refer to all modes of data collection where all respondents answer the same set of questions in a predetermined sequence.
Validity- a characteristic showing how accurately the collected data reflect the phenomenon under study.
Deduction- this is the process of movement of thought from the general to the singular, from the law to its individual manifestations.
Dialectics- the theory of knowledge revealing the process of cognition, the interaction of its main elements in the process of comprehending the truth.
Induction- the process of movement of thought from the particular to the general, from a number of factors to the law.
Study- the process of scientific study of an object (object, phenomenon) in order to identify its patterns of emergence, development and transformation in the interests of society.
Content analysis- this is the translation into quantitative indicators of mass textual (or recorded on various media) information with its subsequent statistical processing.
Management system research concept- a set of hypotheses used in the development of the research project.
Logics(Greek logike - thought, mind) is the science of the laws and forms of thinking, of the methods of cognition and reasoning techniques that ensure the verification of the truth of knowledge and judgments about any object.
Delphi method- a set of methods for organizing an examination, interviewing experts, processing and evaluating their results, obtaining a group opinion that meets certain general requirements.
Methodology for the study of the control system- a set of algorithms, special rules and techniques for obtaining information about the object of study.
Research methods- are methods, techniques for conducting research, the competent use of which contributes to obtaining reliable and complete results regarding the problems that have arisen in the organization.
Brainstorm- is a set of methods of group discussion in order to generate alternative non-traditional solutions for the objects under study, the formation of new, original ideas.
Observation - a method of collecting primary social information about the object under study by direct perception and direct registration of all factors related to the object under study and significant from the point of view of the study.
Scientific effectiveness of research is determined by the increase in knowledge in a particular area, which took place as a result of the study.
Object of study- the carrier of the problem situation, a specific area of social reality, the sphere of activity of the subject of public life, included in the process of scientific knowledge.
Survey - a method of obtaining primary sociological information based on an oral or written appeal to the studied population of people with questions, the content of which represents the problem of research at the empirical level.
Organization of the study - this is a system of regulations, standards, instructions that determine the procedure for its implementation, i.e., the distribution of functions, duties, responsibilities and authorities to carry out research work.
Subject of study is a set of essential features (or variables) that describe the phenomenon under study.
Study plan – this is a set of indicators reflecting the connection and sequence of key events (actions, actions, etc.) leading to the full implementation of the program and the resolution of the problem .
Research program - it is a set of provisions that define the goals and objectives of the study, the subject and conditions of its conduct, the resources used, and the expected result.
System Analysis - this is a set of studies aimed at identifying general trends and factors in the development of the organization and developing measures to improve the management system and all production and economic activities of the organization.
Systems approach – concrete-scientific method of dialectical-materialistic methodology, which has general scientific significance.
Test- this is a method of studying the deep processes of human activity, through his statements or assessments of the factors in the functioning of the management system.
Functional analysis– study of the dynamic characteristics of the system by determining: the processes of changing its state over time based on the accepted algorithms of operation.
Experiment - a method of obtaining social information as a result of the impact on the object of study of some manageable and controllable factors (variables).
Efficiency- the degree of compliance of the actual (actual or expected) results of the management process with the required, i.e. is the degree to which the control goal is achieved.
Discipline "Quality Management"
The trend in the development of corporate legislation around the world is primarily aimed at improving the quality of corporate governance. Good corporate governance is key to corporate financial transparency and executive accountability. Increased attention to the regulation of this area of corporate relations is largely due to a number of major corporate scandals that took place in the late 1990s. and the beginning of this century Maxwell Group, Mirror Group, Enron and a number of other corporations in the US, Vivendy Universal in France, Parmalat in Italy, etc.). If the rules of good corporate governance are not followed, the corporation is threatened not with fines, but with a loss of reputation in the capital market and distrust of counterparties. This leads to a decrease in investor interest and a fall in stock prices, and limits the opportunities for further operations and investments from outside investors. Therefore, in order to maintain investment attractiveness, Western corporations attach great importance to compliance with the rules and regulations of corporate governance.
The term "corporate governance", which is English language sounds like corporate governance, historically emerged in the early 1980s. first in the USA, then spread to Europe. In Russia, this term has become popular since the late 1990s. However, the very concept of "corporate governance" is interpreted in different ways. According to a survey conducted by the Association for the Protection of the Rights of Shareholders and Investors, the question "What is corporate governance?" 42% answered that this is the process of managing a corporation, 36% - the relationship between the board of directors, the board and shareholders, 22% - do not know what corporate governance is.
Corporate governance is the main concept of the theory of corporate governance as an integral part of management, therefore, the available works mainly concern the economic aspects of corporate governance. One should agree with the position of O. V. Osipenko that the vast majority of approaches to the systematic presentation of the tasks, principles and patterns of corporate governance are traditional management, i.e. "know-how" for persons of intellectual wage labor.
At the same time, certain approaches to the definition of the concept of "corporate governance" have also been developed in legal science.
In theoretical terms, corporate governance can be discussed in various aspects, so there can be many definitions of this concept. Some authors understand corporate governance as a set of internal management processes companies, others limit this concept to the framework of the functioning of the board of directors, others consider corporate governance in the context of violations of the rights of minority shareholders. In the literature on management, corporate governance is defined through the constant, successive provision of corporate interests and is expressed in corporate control. In other works, corporate governance is considered as management of the organizational and legal design of a business, optimization organizational structures, building intra- and inter-firm relations of the company in accordance with the accepted goals.
The definitions of corporate governance that exist in foreign literature focus on formal rules and institutions and cover not only the internal structure of corporations, but also their external environment.
There is no definition of the concept of corporate governance in the current legislative acts, however, it is available in some other regulations. In particular, in the letter of the Bank of Russia dated September 13, 2005 No. 119-T “On modern approaches to the Organization of Corporate Governance in Credit Institutions” corporate governance is understood as the general management of the activities of a credit institution, carried out by its general meeting of participants (shareholders), the board of directors (supervisory board) and includes a complex of their relations (both regulated by internal documents and unformalized) with the sole proprietor the executive body, collegial executive body of the credit institution and other interested parties in terms of: determining the strategic objectives of the credit institution; creating incentives labor activity that ensure that the management bodies and employees of the credit institution carry out all the actions necessary to achieve the strategic goals of the credit institution; achieving a balance of interests (compromise) among participants (shareholders), members of the board of directors (supervisory board) and executive bodies of a credit institution, its creditors, depositors and others stakeholders; ensuring compliance with the legislation of the Russian Federation, the constituent and internal documents of the credit institution, as well as the principles of professional ethics.
The definition of corporate governance is contained in the Code of Corporate Conduct (Governance). Thus, in the Principles of Corporate Governance adopted by the OECD in May 1999 (as amended in 2004), corporate governance is understood as internal remedy ensuring the activities of corporations and control over them, 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 is the structure used to define and control the company's goals and the means to achieve those goals.
The Russian Code of Corporate Conduct, recommended for use by the Federal Commission for the Securities Market (FCSM of Russia) in 2002, defined the concept of corporate governance through the concept of corporate behavior. In particular, the following was written in the Introduction to the Code of Corporate Conduct: “Corporate conduct is a concept that covers a variety of actions related to the management of business entities” .
New Russian Code Corporate Governance, recommended by Letter No. 06-52/2463 of the Bank of Russia dated April 10, 2014, discloses the concept of "corporate governance" - a concept that covers the system of relationships between the executive bodies of a JSC, its board of directors, shareholders and other interested parties. Corporate governance is a tool for determining the goals of the company and the means to achieve these goals, as well as ensuring effective control over the activities of the company by shareholders and other interested parties.
The main objectives of corporate governance are to create an effective system for ensuring the safety of funds provided by shareholders and their effective use, reducing risks that investors cannot assess and do not want to accept and the need to manage which long term on the part of investors inevitably entails a decrease in the investment attractiveness of the company and the value of its shares.
Issues of governance in general and corporate governance in particular are becoming paramount today. You can talk about the management of a legal entity, the management of property, the management of shares.
What does management mean? Management is an element and at the same time a function of organized systems of various nature (biological, social, technical, etc.), which ensures the preservation of their structure, maintenance of the mode of activity, implementation of the program and goals of activity. Management is understood as a set of processes that ensure the maintenance of the system in a given state and (or) its transfer to a new, more vital state of the organization through the development and implementation of targeted actions.
The development of control actions includes the collection, transmission and processing of the necessary information, decision-making, which necessarily includes the definition of control actions.
Under the control action is understood the impact on the control object, aimed at achieving the control goal. Therefore, the result of the manager is managerial decision, which is based on the goal (goal setting).
If management is impact, then there are:
- - environment (control system);
- - means (control mechanism);
- - actions (management process).
Any organization consists of two large subsystems - the managing one (the subject of management - S) and managed (object of control - O). The essence of management relations is the connection between the subject and the object of management. The subject of management develops certain decisions, brings them to the object of management and receives feedback on the execution this decision object. To manage means to predict and plan, organize, dispose, coordinate and control.
If general provisions theory of management apply to the management of a corporation, then in the most simplified form, the object of management will be the corporation itself, and the subject of management will be the bodies of the corporation that carry out the process of managing certain means in order to achieve certain results. In this regard, the corporation - the object of management - is presented as a certain way organized Property Complex, under control . The corporation acts as an environment (management system), the means (mechanism) of management are the bodies of the corporation, actions (management process) consist in making various transactions (actions) on behalf and in the interests of the corporation.
Applied to corporate governance we are talking about the bodies through which the corporation acquires civil rights and assumes civil obligations (clause 1, article 53 of the Civil Code of the Russian Federation). by the majority modern specialists in the field of corporate law, there is a shared view of the body of a legal entity as its institutionalized part, which forms and expresses the will of the legal entity and directs its activities. As V.P. Mozolin notes, when determining the essence of a legal entity, the main thing is to determine the structure of the governing bodies of the legal entity and specific persons that determine the direction of the legal entity and are empowered to make decisions on specific aspects of the legal entity's activities.
S. D. Mogilevsky identifies the following essential features of the body of a legal entity: 1) the body of a legal entity is a certain institutionalized part of a legal entity, represented by either one or several individuals; 2) the body of a legal entity is formed in accordance with the procedure determined by law and constituent documents; 3) the body of the legal entity has certain powers, the implementation of which is carried out within its own competence; 4) will formation and will of a legal entity is formalized through the adoption of special acts of the bodies of a legal entity, the types of which are determined by law.
The bodies of a legal entity are subject to creation by virtue of the law and directly participate in the formation of its will and in its external expression of will, which is important from the point of view of the interests of third parties - counterparties of the legal entity. The collegial bodies of a corporation are will-forming bodies, and the sole bodies are will-making bodies.
The bodies of a corporation are made up of specific individuals elected (appointed) in the manner prescribed by law (or in cases provided for by law, in the manner determined by the charter of the corporation), who are obliged to act in accordance with the law and constituent documents on behalf and in the interests of the corporation in good faith and reasonably. At the same time, as V. K. Andreev notes, the internal relations between the participants of the economic society and the society itself are not manifested directly, but through the relationship between the corporation and its body. The participants of the corporation, expressing their own will by participating in the general meeting as the supreme body of the corporation, form its will of the supreme body of the corporation. In turn, the expression of will formed by the members of the corporation, clothed in an external form, is mandatory for the executive body of the corporation and for the members of the corporation themselves. This situation is not typical for civil law regulation, since, as a general rule, in civil circulation, the subjects are independent and independent of each other and therefore cannot directly participate in the formation of the will of the counterparty.
However, paragraph 4 of Art. 53 of the Civil Code of the Russian Federation determines that relations between a legal entity and persons that are part of its bodies are regulated by the Civil Code of the Russian Federation and laws adopted in accordance with it on legal entities Oh. Based on this provision, as well as from the concept of corporate relations, enshrined in paragraph 1 of Art. 2 of the Civil Code of the Russian Federation, the relationship between the corporation and the bodies of the corporation is the subject of civil law regulation. They act as managerial relations.
Therefore, based on the foregoing, corporate governance is primarily activities of corporate bodies on management in order to streamline and organize relations within the corporation, as well as to represent it outside.
Viewing corporate governance as " highest level management activities" in JSC, S. A. Masyutin interprets it as "a modern, progressive type of management activity within the economic system, characterized by the presence of a corporate strategy, corporate style of work of managers at all levels, corporate culture, financial and information openness, a system for protecting the rights of shareholders and owners of other securities of the issuing enterprise”.
There are also definitions of corporate governance as the activities of corporation bodies in legal science. In particular, T. V. Kashanina notes that corporate governance is nothing more than the activity of the management bodies of business entities. E. A. Sukhanov notes that “the system of corporate governance is understood as the system and competence of bodies of corporations created by virtue of the instructions of the law as legal entities civil law» .
At the same time, corporate governance is not limited to the management activities of the corporation's bodies. In particular, K). S. Kharitonova notes that the reduction of corporate governance to the issues of hierarchy and the order of formation of corporate bodies does not fully reveal the content of this phenomenon. For the relationship between corporate governance and JSC governance, see fig. 2.1.
Rice. 2.1.
Corporate management, g.e. the activity of the bodies of the corporation created by virtue of the instructions of the law is important not only for the shareholders themselves, especially for minority shareholders, whose rights and interests must be protected from the actions and abuses of those shareholders who control the JSC and form its management, but also for third parties - counterparties AO, which enter into various economic relations. It is the counterparties who must know which person or persons are authorized to act on behalf of the corporation, whether the consent of the collegial body of the corporation is required to complete the transaction, etc. Finally, the management of a corporation is also important for the local population (for example, in terms of providing jobs, creating social infrastructure, etc.), and for local and state authorities (for example, in terms of compliance with the requirements of environmental and environmental legislation, the implementation of urban planning activities, paying taxes, etc.).
It is known that the management of corporations requires a balance of various interests: shareholders, managers, other stakeholders (employees, contractors, local population). From this point of view, corporate governance means not only the management activities of the bodies of the corporation, but also the interaction of shareholders (members) of the corporation with the bodies of the corporation, the interaction of the bodies of the corporation with other interested parties.
Corporate governance implies, on the one hand, the interaction of three main groups of interests: shareholders (minority and large), the collegial body of the corporation (board of directors or supervisory board) and the executive body (top managers). On the other hand, this is the interaction of the corporation itself (represented by its bodies) with other interested parties (employees, contractors, the public, state and local authorities) (Fig. 2.2).
Rice. 2.2.
The main task of corporate governance as a sphere of constant and objective conflicts of interest is to maintain a balance of interests of shareholders and the needs of the collegial body and the executive body (management) in the management process, as well as to maintain a balance of responsibility between these interest groups: the collegial body to shareholders, the executive body (management) in front of a collegial body, and finally, corporations in front of society. “In a broader context, corporate governance refers to the process of reconciling the interests of all participants in the benefits of a corporation - shareholders, managers, external creditors, employees, suppliers and consumers, various levels government controlled, - A. N. Lyakin notes and further writes: - The totality of incentives and restrictions imposed on the actions of corporations' partners is built in such a way that the growth of the welfare of each group can be obtained only by increasing the return on the company's work, and not at the expense of whom any of the participants.
Therefore, corporate governance is the interaction between the main interest groups (shareholders, collegiate body, executive body), as well as stakeholders (employees, counterparties, the public, state and local authorities, etc.). As D. M. Mikhailov notes, it seems most acceptable to define corporate governance as a system of relationships and interactions between the company's managers and its owners (shareholders (investors)) on issues of ensuring the efficiency of the company's activities and protecting the interests of owners (shareholders (investors)), as well as other interested parties (creditors, partners, customers, company personnel, regional authorities, etc.) - co-owners. Or, which is close in essence, in his opinion, “corporate governance is a system of interaction and interdependence 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 national legislation. and taking into account internationally recognized standards in this area.
The same approach to the definition of the concept of corporate governance exists in legal science. “Under the management of a joint-stock company, we understand the mechanism or system of interaction between participants and the ways in which they represent their interests,” writes E. P. Gubin. - The corporate governance system is an organizational model by which a joint-stock company must represent and protect the interests of its investors.
I. S. Shitkina understands corporate governance as a set of methods of influence or a process by which the activities of corporations are managed. D. V. Lomakin believes that management is a process of streamlining, regulating activities, and managing an organization means determining the main directions of its development, setting goals for it and contributing to their achievement. According to Ya. M. Gritans, corporate governance is “a system of principles, norms, rules, methods of behavior of participants in cooperative relations that determine the achievement of certain goals as a result of joint activities» . L. B. Lgeev notes that the concept of "corporate governance" implies a hierarchical unity of relations that develop in the process of functioning of a commercial organization ".
As a result of interaction between the main groups of interests in a corporation (shareholders, collegial body, executive body), various relations arise, including relations in the field of management, i.e. relations related to the activities of the bodies of the corporation, as well as relations arising in connection with the exercise by shareholders of the right to participate in management (managerial relations). Various stakeholders (the so-called stakeholders ) - wage-earners, contractors, regulatory authorities, the public with whom the corporation interacts through its bodies. Accordingly, corporate governance is management relations, i.e. relations that develop as a result of the management of the corporation (the activities of the governing bodies) and the exercise by shareholders of the right to participate in management (management rights), as well as the relations that develop between the corporation and persons involved in the scope of its economic activity and having certain interests from this activity ( external relations with stakeholders).
Yu. B. Vinslav, in particular, proceeds from a broad interpretation of corporate governance, pointing out that “corporate governance is a system of managerial relations between interacting economic entities regarding the subordination and harmonization of their interests, ensuring synergy both of their joint activities and their relationships with external counterparties(government bodies) in achieving the set goals” .
The same broad interpretation of corporate governance exists in legal science. So, according to O. V. Osipenko, corporate governance is “a set of relations between owners and managers of business entities, as well as various associations of companies that implement short-term (tactical) and long-term (strategic) goals of their functioning and development” . V.V. Dolinskaya believes that corporate governance can be spoken of as “a system of organizational and property relations regulated by the rules of law, with the help of which a joint-stock company ( corporate body) implements, represents and defends the interests of its investors, primarily shareholders” . According to A. E. Shastitko, corporate governance is defined as a set of relations between individuals or groups of people based on the separation of property rights from the rights of management (rights of control).
S. D. Mogilevsky notes that corporate governance is a continuous and purposeful ordering influence on the behavior of people involved in the sphere of activity of a business entity, in the circle of corporate interests or connected by labor relations. This influence is realized through the managerial relations of the subject and object of corporate governance formed between these persons.
NN Pakhomova considers corporate governance as a form of implementation of corporate property relations. I. N. Tkachenko adheres to a similar position, but in whose opinion corporate governance is understood as activities related to the functioning of the corporation, its goals and due to property relations between subjects and the interests of participants in corporate relations.
Based on the analysis of numerous approaches to the definition of the concept of corporate governance, it can be concluded that corporate governance is, first of all, the impact on the part of the JSC bodies on the company itself; at the same time, the JSC bodies carry out legally regulated management activities (management activities), and the shareholders exercise the management rights provided for by law, primarily the right to form the supreme body of the corporation (will-forming body).
Carrying out the activities and management of the JSC, the bodies of the corporation act on behalf of and in the interests of the JSC, representing the corporation outside. Therefore, corporate governance is also the interaction both between the bodies of the JSC, between them and shareholders, and between the bodies of the corporation and all interested parties (employees, contractors, the public, local and state power etc.), the purpose of which is to establish a balance of various interests, provided by the legislation. In this regard, the Constitutional Court of the Russian Federation pointed out that “carrying out, on the basis of Article 71 (paragraphs “c”, “o”) of the Constitution of the Russian Federation, the regulation entrepreneurial activity commercial organizations, including joint-stock companies, the federal legislator must take into account that one of the main tasks of the legislation on joint-stock companies is to ensure a balance of the legitimate interests of creditors and shareholders, shareholders and management, shareholders - owners of large blocks of shares and minority shareholders, taking into account the fact that the Constitution of the Russian Federation establishes the principle that the exercise of the rights and freedoms of man and citizen must not violate the rights and freedoms of other persons (Article 17, part 3), and guarantees everyone judicial protection of his rights and freedoms (Article 46, part I)” .
- It is believed that the term "corporate governance" was introduced in 1984 by R. I. Tricker. See: Tricker R. I. Corporate Governance. Aldershot, Gower, 1984.
- URL: http://www.corp-gov.ru/vote.php3.
- Cherezov A. V., Rubinshtein G. B. Corporations. Corporate Governance. M. : Economics, 2006; Kukura S.P. Theory of corporate governance. M. : Economics, 2004; Knysh M.I., Tyutikov Yu.P. Strategic Management corporations: textbook, allowance. St. Petersburg, 1996; Ivashkovskaya I. V. The problematic field of corporate governance: research ideas and results // Economics modern Russia. 2008. No. 1.S. 132-141.
- Osipenko O. V. Institutions of corporate governance and shareholder conflicts in Russia. M., 2004. S. 12.
- See about it: Corporate law: training course / otv. rsd. I. S. Shitkina. M., 2011.S. 572-574; Makarova OA Corporate law: a course of lectures. M., 2010. S. 12-19.
- See: Denisov A. Yu., Zhdanov S. A. economic management enterprise and corporation. M., 2002; Kudelya A. D. Strategic corporate management / ed. B. A. Traineva. M., 2000; Radygin A. D. Norms of corporate governance in Russia and the EU: prospects for unification // World economy And international relationships. 2004. No. 4. C. 14-26; Maaotip S. A. Mechanisms of corporate governance: a scientific monograph. M., 2002; Mashchenko VE System corporate management. M., 2003; Khrabrova I. A. Corporate management. Integration issues: affiliates, organizational design, integration dynamics. M., 2000; Kurchakov R. S. Corporate management. Kazan, 2000; Orekhov S. A., Seleznev V. A. Modern corporate governance: problems of theory and practice. M., 2004; Tepman LN Corporate management: textbook, allowance. M., 2009.
- Kudelya A.D. Decree. op. S. 328.
- Khrabrova I. A. Decree. op. S. 63; Corporate management: textbook, allowance. Rostov n/a, 2007. S.I.
- See about this: Mikhailov D. M. Effective corporate governance (at the present stage of development of the Russian economy): uchsbno-prakt. allowance. M. : KnoRus, 2010. S. 28-29; Zhigley I. V., Raboshuk A. V. Current state Corporate Governance: Preconditions for Corporate Conflicts // International Accounting. 2012. No. 44.
- Code of Corporate Conduct. M., 2002. S. 4.
- On the content and concept of state property management, see: Yu. K. Tolstoy. Content and civil law protection of property rights in the USSR. L., 1955. S. 91; Venediktov L. V. State socialist property. M.; L., 1948.S. 328-329; Andreev VK The right of state property in Russia. M., 2004. S. 153-158; Talapina E.V. Management of state property. SPb., 2002. S. 85-97; Radygin A. D., Malginov G. II. State Property in Russian Corporations: Problems of Management Efficiency and Tasks state regulation. Institute for the Economy in Transition. URL: http://www.nasledie.ru; Polovinkin II. D., Savchenko A. V. Fundamentals of state property management in Russia: problems of theory and practice. M., 2000. S. 46-59; Andreev Yu. N. Participation of the state in civil law relations. SPb., 2005. S. 75-84.
- See, for example: Decrees of the President of the Russian Federation of September 30, 1995 No. 986 “On the procedure for making decisions on the management and disposal of federally owned shares”; of December 9, 1996 No. 1669 “On the transfer to trust management fixed in federal ownership of shares of joint-stock companies created in the process of privatization. On the management of state blocks of shares in joint-stock companies, see: Management of state property: a textbook / ed. V. I. Koshkin. M., 2002. S. 381-411; Achpatov A. A. Effective management of shares and shares. Moscow: Higher School of Privatization and Entrepreneurship, 2000.
- URL: http://cde.osu.ru/dc...n/coursell24/tt.html.
- Ogarkov A. A. Management of the organization: a textbook. M.: Eksmo, 2006. S. 51.
- Classics of management / ed. M. Warner. SPb., 2001. S. 842. See also: Vesnin V.R. Fundamentals of management: textbook. M., 1996. S. 12-13; Vikhansky O. S., Naumov A. I. Management: textbook. M., 2000. S. 250-257.
12.2. Methods and means of corporate governance applied by public authorities
The main ways of participation of public authorities in the management of joint-stock companies include:
Appointment of an authorized representative;
Transfer of shares to a trustee.
The role of the state representative in corporate governance cannot be overestimated. On the one hand, he is a controller designed to protect state interests, on the other hand, he is an active member of the company's management bodies, who is required to develop the company's policy, make decisions, and participate in the development of a development strategy. Consequently, the effectiveness of the functioning of these joint-stock companies to a decisive extent depends on the competence, interest and responsibility of persons who are representatives of the state. Having such duties, the representative of the state must have the appropriate rights and opportunities.
Meanwhile, the effectiveness of the institution of state representatives as a mechanism for managing state property causes a large number of criticisms:
Severe legislative restriction of the initiative and enterprise of a representative of the state in a joint-stock company;
High level of bureaucracy due to the principles of centralized management;
The inefficient procedure for appointing civil servants as representatives does not provide for effective mechanisms for assessing their professional qualities, qualifications and training, taking into account the specifics of a particular management object;
The absence of any responsibility of representatives for the decisions made and the results of the company's activities;
Absence of a system for stimulating the work of state representatives, etc.
More promising, from the point of view of increasing the efficiency of management of joint-stock companies, is the institution of chargé d'affaires of the state and the transfer of state-owned shares to trust (trust) management. The fundamental difference between these methods of state participation in the management of society from the institution of representatives is that in both cases management is carried out not by state officials, but by professional managers on the basis of material interest and responsibility.
The institution of trust management should function on the basis of the following principles. The direct management of the property is transferred to the trustee determined at the auction. State authorities, within the established limits, exercise control over the trustee. The trustee is not the owner, therefore, the rules of trust management do not grant him the right to dispose of the trusted shares. Having complete freedom in daily activities, the trustee is obliged to coordinate his strategic actions with the state in writing. It is fundamentally important that the trustee is responsible with his own property for the fulfillment of his obligations. This responsibility is ensured by the methods of securing obligations established by law (pledge, penalty, bank guarantee, etc.). The amount of such security is determined by the tender commission and is one of the conditions of the tender.
For each case of state participation in business partnerships and societies, the purpose of such participation should be determined and fixed, which guides the persons involved as managers. Ways to achieve the goal are determined by state bodies in exceptional cases and only when appointing civil servants as representatives to these organizations. Proposals on how to achieve the goal are presented by managers and evaluated on a competitive basis.
To increase the effectiveness of the institution of trust management of state property, it is necessary to clearly define:
The limits of powers of managers depending on the category of managers and the nature of the object of management, the procedure for interaction between managers and state bodies when the latter make decisions that go beyond the powers of the manager;
The procedure for obtaining information about the activities of managers and the state of affairs of the relevant economic partnerships and companies, maintaining the relevant databases, processing information;
Mandatory requirements for the form and content of proposals on how to achieve the goals of the state (manager's activity program), reports of managers, criteria for assessing the achievement of the result of managing the activities of companies;
The procedure for the interaction of state bodies when making management decisions on the selection (appointment) of managers, as well as decisions made based on the results of the reports of managers, monitoring their activities and evaluating other information about the state of affairs of the relevant business partnerships and companies. When justifying the impossibility of achieving the goal of the state or fulfilling the manager’s program of activities, decisions may be made to terminate the participation of the Russian Federation in the activities of a business partnership or company, or to dispose of shares (stakes) in any other way (including by transferring shares to the authorized capital of holdings, creating other vertically integrated structures), or about changing the goals or program of activities of the manager. Otherwise, measures of influence are applied to the managers.
Experience is interesting foreign countries in public property management. In a number of foreign countries, the representatives of the state are independent directors selected on the basis of professionalism. In particular, in Poland there is an exam for the right to represent the state on the board of directors, while the nominee does not have to be an official. In Sweden, boards of directors evaluate their own performance and draw up a list of skills and competencies that are required to strengthen the role of the board of directors. In many countries, in companies where the state owns a controlling stake, the board includes only one or two (or none at all) representatives of the state. These countries include Denmark, Holland, Norway, Sweden, Australia. For example, the board of directors of Telenor, Norway's largest telecommunications company (as well as other Norwegian state-controlled companies), does not include representatives of the state. All directors, except for representatives of the labor collective, are top managers large companies. Norway and Finland have developed a specific three-tier corporate governance model: boards of directors, which play a key role in making strategic decisions and exercising control, do not include representatives of the state; however, companies have special supervisory boards whose role is to oversee the public interest. Thus, by changing the structure of corporate governance, an attempt is made to resolve the fundamental contradictions associated with state ownership.
According to experts, the improvement of the Russian model of corporate governance in joint-stock companies with mixed ownership would make it possible to systematize and further take into account the goals specific to state companies and the specific risks associated with the ownership structure and the not always clear motivation of “agents”. With a functioning and balanced board of directors, it is possible to openly discuss the degree of compromise that can be made with regard to economic efficiency in cases where the achievement of social and political priorities is fraught with a decrease in profitability. In those aspects of activity where there is no conflict of goals, efficiency and competitiveness should remain a priority.
Questions and tasks for independent work
Topics for independent research
Property of the Russian Federation.
Participation of the state in the management of joint-stock companies.
Foreign experience in managing state property
Directions for improving the management of blocks of shares owned by the state.
Foreign experience in managing state property.
Questions for self-examination
What are the main goals of managing shares (shares) that are state-owned.
Name the sources of conflict of interest between representatives of public authorities and other shareholders of the company.
What are the main features of the management of joint-stock companies with the participation of public authorities.
Who represents the state on the boards of directors of joint-stock companies?
Describe the impact of public authorities on the socio-economic efficiency of companies.
List the functions, rights and obligations of state representatives.
What are the advantages of managing state property through the use of the institution of trustees?
