Corporate governance and business efficiency. Effective corporate management of the company's costs for the implementation of corporate governance
Introduction
1 Corporate Governance: Perfect Model and Russian Reality
3 Russian advice directors
4 managers and shareholders
Conclusion
Bibliography
Regulations
Literature
Introduction
The formation of market relations in the Russian economy is characterized by a radical transformation of funds and forms of its organization and functioning. The economic space of Russia presents a wide range of modern market institutions: corporate entities, credit and banking institutions, investment companies and funds, financial, insurance companies, stock exchanges, etc. A special place among major corporate-type structures occupy financial and industrial and large industrial groups that have discovered the high dynamism of economic development, which gives certain grounds for hope to decide with their help problems of the development of key areas of the domestic economy.
Currently, 87 financial and industrial groups are registered in the Russian Federation, which includes more than 1,500 legal entities, with a total number of more than 3 million people working. Large financial and industrial and industrial corporate structures demonstrate high resistance to the effects of adverse external factors in the conditions of a deep economic crisis, ensure the creation of a favorable investment climate.
The formation of dynamic corporate entities caused considerable interest not only practitioners, but also lawyer scientists, put on the agenda many issues related to the prospects and features of their development in modern Russian law.
The successful development of modern forms of management in Russia is hampered by not only the lack of an adequate regulatory framework, but also the invertation of this problem in the theory of law that impede the creation of the methodology of their research and the methodology for the design of effective models.
An attempt to comprehend the integration processes and show the features of the development of modern financial and industrial corporate structures, to summarize the foreign and Russian experience of their formation of the following authors: A. Pole, V. Dementieva, V. Ivantera, A. Kalikova, A. Kulikova, V. Kulikova , E. Lensky, S. Lenskaya, T.Kashanin, A.Nekipelova, Yu. Nikolsky, Yu. Petrova, E. Saburova, A.Savina, A. Selezneva, B. Smithienko, N. Timofeyev, V. Tsvetkov, and . Tsygichko, Yu. Yakutin and others.
The objects of this course study were financial and industrial and industrial corporate structures, relations that form the internal organization of Russian corporations, the legal environment of their functioning.
The goal of the course work is to study modern forms of corporate entities in Russian law and the development on this basis the concept of the formation of a mechanism for the formation and development of corporate structures, which makes it possible to identify their classification features, determine the principles of the internal organization of the corporation, to propose measures to improve corporate governance.
1 Corporate Governance: Perfect Model and Russian Reality
The problem of corporate governance associated with the establishment of the balance of interests of various groups of stakeholders (shareholders, including large, minority, owners of preferred shares, company managers and its employees, state bodies) are relevant for most countries of the world.
The issue of developing the norms of corporate governance became the center of attention and international organizations. So the OECD Council in May 1999 approved the principles of corporate governance, which are advisory in nature and are a kind of guideline to create a legal framework for corporate governance at the state level, as well as to evaluate and develop a private practice company. The document describes the principles related to five regions: (1) the rights of shareholders; (2) equality of shareholders; (3) the role of stakeholders in the management of the Corporation; (4) disclosure of information and transparency; (5) Responsibilities of the Board of Directors.
The one hundred percent level of implementation of these principles is not achieved anywhere. But most developed countries are approached, primarily belonging to the Anglo-American Legal Family (USA, Hong Kong, Canada). The countries of the continental law are somewhat behind, among whom are especially the country, the right, which relies on the Napoleon Code.
For Russia, the most significant comparison with the so-called emerging markets. But here we see that the myth on the uniqueness of the "horrors" of the corporate governance of Russia, as it is not surprising, nothing more than the myth. With the same problems, investors are faced in Indonesia, Korea, Brazil, Mexico, Argentina, Turkey, the Czech Republic, India.
The second myth, which is time to dispel - is the view of the absence of laws regulating the sphere of corporate governance in Russia.
In connection with the foregoing, it is advisable to stop more on the legal basis of Russian corporate governance and compare it with the situation in other countries.
For such a comparison, the countries "Big Seven" (Canada, United States, United Kingdom, Italy, France, Germany, Japan) and 15 largest emerging markets were taken:
4 countries from Latin America: Argentina. Brazil, Mexico, Chile;
2 countries from Europe: Greece, Portugal;
8 countries from Asia: South Korea, Philippines, Indonesia, Malaysia, Taiwan, Thailand, India, Turkey;
1 country from Africa: South Africa.
Table 1. Overview of the basic risks of corporate governance in Russia.
Source: BRUNSWICK WARBURG
The legislation that exists in Russia has already adapted a number of important measures to protect shareholders' rights (practically lacking the introduction of mandatory dividends and minority rights to cancel management decisions).
Mainly in Russia, corporate governance regulates a number of laws - Civil Code of the Russian Federation, federal laws "On joint-stock companies", "On the securities market", "On the protection of the rights and legitimate interests of investors in the securities market", as well as regulatory acts of the Federal Commission on the securities market and some other departments.
In particular, the Law "On Joint-Stock Companies" (hereinafter - the law) contains the main norms of corporate law, determining the rights of shareholders, the role, powers and responsibility of those who are entrusted with the management of the activities of the joint-stock company, as well as ensuring the protection of the rights and interests of shareholders. The law has been operating since 1996, and has not changed since then. The practice of its application has shown that although the law very progressive in terms of international experience settled corporate relations, there were gaps in it that urged their replenishment.
The imperfection of the law and the ambiguous interpretation of its norms led to the fact that some violations have a completely legal form. The specificity of the situation is that the provisions of the law that seem to guarantee the shareholder to protect his interests, in Russian conditions in practice due to the "skillful" application play the opposite role.
However, the main reason for the problems of Russia is a bad execution of legislation. According to this parameter, Russia is seriously lagging behind most of the other countries of the transition economy, including a number of CIS countries.
The most characteristic violations of the rights of shareholders include: violation of the shareholder's right to participate in the general meeting, the erosion (divorce) of capital, violation of the rights of shareholders in the course of reorganization and consolidation of companies (especially during the transition to a single share), violations of information disclosure requirements, the output of assets in "Friendly" companies, transfer pricing, committing "interested" transactions with a violation of the established procedure, the implementation of fictitious bankruptcies, followed by buying assets sold.
Let us dwell on some of them.
2 Features of violation of the rights of shareholders in Russia
A. In Russia, one of the basic principles of corporate governance - "One Promotion is one voice" is legally enshrined. The shareholder implements the right to participate in the management of the company through participation in the General Meeting of Shareholders - the Higher Management Board of Joint-Stock Company. But as it turned out, it is not always easy to use their right to shareholder.
According to the law, the right to participate in the General Meeting can be carried out by a shareholder both personally and through the representative. This norm expands the possibilities of shareholders to take part in the meeting. But the reference to the law that the power of attorney should contain the passport details of the representative, in the context of the control of control acquires the strength of formidable weapons. The party wants not to let the "enemy" to participate in the meeting, under the passport data, understands any entry in the passport. The power of attorney of the representative of the shareholder is rejected on the formal basis, and the representative is not allowed to participate in the meeting.
The timing of preparations for the general meeting is violated and, as a result, the shareholder does not have time to take part in the meeting, because a meeting of the meeting or a ballot for voting is too late, or, which also happens, not received at all, since they are simply "forgotten" send
Of course, if the decision of the General Meeting is adopted with violation of the requirements of the legislation, or the Company's Charter, it may be appealed by a shareholder in court. But this barrel of honey did not bypassed a spoon of tar. The shareholder must be borne in mind that the court may remain in force the appealed decision if the voting of this shareholder could not affect the voting results allowed by violations are not essential and the decision did not cause damages to this shareholder. Thus, the minority shareholder, whose voice usually does not affect the voting results to protect their rights in court if, for example, a meeting of the Meeting Notice has been violated, not only a good lawyer often requires, but also a big luck.
B. Most often, the rights of shareholders are violated during the placement of securities. As a result, the new emission is already synonymous with the violation of the rights of shareholders.
An example is the famous conflicts of recent years in Yukos oil companies (translation of funds from subsidiaries, erosion of minority shareholders), "Sidanko" (attempt to issue and place convertible bonds at a price below market for placing affiliates), "Sibneft" (translation Assets in the holding and discrimination of small shareholders of subsidiaries in the transition to a single share). It should be noted that in a significant part of the "erosion" cases failed. Only in 2008, the Federal Tax Service of Russia was denied the state registration of issues of shares in 2,600 cases, including the strikes in the "oligarchs".
Particularly often, the advice of directors using the opportunity provided to make decisions about increasing the authorized capital, placed shares by closed subscription to affiliates in a clearly non-market price, often not even in the firm of shareholders.
The location conditions were determined on the principle of "narrow neck" - in such a way as to eliminate or significantly impede shareholders to acquire shares. For example, the placement of shares of a large issuer was carried out only one day and at the same time, a personal presence of a shareholder was required to conclude a transaction.
B. The violations of the rights of shareholders were also common related to the reorganization of joint-stock companies. The purpose of reorganization was the transfer of a profitable business to the "controlling" shareholder to new companies. Financial problems "old" companies were inherited by the shareholders remaining in it. Or, on the contrary, the provision of individual shareholders to new companies with a disadvantaged financial condition was carried out.
To prevent such violations, the Federal Tax Service of Russia made a number of provisions aimed at protecting the rights of shareholders in the process of issuing securities. This requires the requirement that the decision to place shares by a closed subscription can be made only by the General Meeting of Shareholders of this joint-stock company. Later this provision was enshrined by federal law "On the protection of the rights and legitimate interests of investors in the securities market."
In accordance with the requirements of the Federal Tax Service of Russia, the period during which shareholders may conclude agreements on the acquisition of these securities (except in the case of placing shares and securities convertible in stocks among shareholders who implement the preferential acquisition right) can not be less than one month.
The requirement for the obligatory attraction of an independent appraiser to determine the pricing price of securities is established in the case of placing them with an open joint-stock company with the number of shareholders of 1,000 or more, as well as open joint-stock companies, the state registration of the issues of securities of which is carried out by the Federal Tax Service of Russia, through the closed subscription to persons, Not the shareholders of this joint-stock company, or not to all shareholders of this joint-stock company, as well as to all shareholders, but not in proportion to the number of shares belonging to them. Although the quality of work, the so-called independent appraisers, as is known, causes many complaints.
The clear order of preliminary (including prior to the provision of documents for state registration of the issue of securities (not less than 30 days)) disclosure of information on emissions, which allows shareholders to learn about the relevant decisions during the issue and appeal them before their Rights will be violated. In addition, the standards establish the advantage of shareholders for the acquisition of shares in placing additional shares, clarify the rules for making decisions on the commission of major and interested transactions related to the placement of shares, as well as the rules for payment of shares by non-monetary means.
An important role in the corporate governance system is given to the Board of Directors, it is assumed that the Board of Directors should ensure the management of the company, taking into account the interests of all shareholders by finding a possible balance. However, in the domestic practice of corporate governance, in most cases, the Board of Directors defends the interests of only a major (possessing a controlling stake) of the shareholder, as well as their own, sometimes contrary to the interests of the company's shareholders. As mentioned earlier, the decision of the Board of Directors on the issue of shares was broken by the "Shares of undesirable shareholders in favor of major shareholders, new shareholders appeared, affiliated with members of the Board of Directors, and the share of shares were often" control "as a result of closed emissions.
In recent years, with the help of the Board of Directors, some companies carried out the redistribution of assets without taking into account the interests of small shareholders (the property of the joint-stock company, from the assets of this joint-stock company, was transferred to the organization friendly to the management company, or the parent company). The establishment of unreasonably large salaries and remuneration to members of the Board of Directors and executive bodies, in conditions, when dividends and wages were not paid. With the help of transfer pricing and tolling schemes, the income of the shareholders often flows into the pockets of the managers and the "controlling" shareholder. However, it is necessary to emphasize that the decision of these issues is primarily in the plane of criminal law, and to a lesser extent it concerns corporate law.
The independent audit of the financial activities of the joint stock company, which insists non-flared shareholders.
At the same time, it should be remembered that the existence of the collision of the interests of shareholders and the board of directors is an objective phenomenon, and in world experience has already developed some measures for its permission.
For example, by inclusion in the Council of the so-called independent directors - persons who are not related to business relations, whatever affected the objectivity and independence of their decisions, but provided a certain impact on the decision of the Council. Inside the Council, it is advisable to organize the organization of additional various committees - on audit, on the remuneration of management, on the relationship with shareholders.
4 managers and shareholders
The daily management of the activities of the joint-stock company is carried out by the Executive Body of the Company, who has the right to solve any issues of the Company's activities not related to the exclusive competence of the General Assembly and the Board of Directors. Thus, the decisions of the company's executive body directly and daily affect the company's activities.
Of principled importance is the question of which authority is competent to form an executive body, since it depends on who is accountable to the executive body. The education of the executive bodies of the Company and the early termination of their powers in Russia are carried out by the decision of the General Meeting of Shareholders, if the Charter of the Company, the decision of these issues is not related to the competence of the Board of Directors of the Company.
Unfortunately, executive director has made a huge contribution to the creation of a negative opinion on Russian corporate governance. With the direct participation of the directors, (and sometimes on their initiative) the conclusion of assets from joint stock companies. When privatizing enterprises, the management team, as a rule, was not subjected to a change, but as a result of the change of the owner, new shareholders appeared, which previously did not have relation to this joint-stock company, and as the result of the "old" managers opposed the participation of new owners in the company's activities.
Mentioned conflicts over time partially managed to overcome, but did not have time to cool the fields of the past battles, as new: non-market transactions with the Company's property, refusal to provide the necessary information to shareholders, countering the arrival of new managers.
Does not defeat the struggle for disclosing information.
For example, information on the remuneration of members of the management bodies of Russian joint-stock companies is a separate page in the history of domestic corporate governance. It goes without saying that shareholders have the right to know how much the management of the company, where and how their money is used. To this end, based on world practice, the Federal Tax Service of Russia has established a requirement to disclose the mentioned information in the prospectuses of the issue of securities and quarterly reports of issuers. Interestingly, this requirement turned out to be one of the most criticized by the majority of issuers and some, the so-called professional participants in the securities market.
Nevertheless, in the sphere of disclosure of information is obvious progress. First, the Federal Tax Service of Russia in the development of the requirements of the Law on the Securities Market Law adopted a number of regulatory acts specifying the composition of the information included in the quarterly reports of issuers and information on significant facts in their financial and economic activities, as well as establishing the procedure for its disclosure. In addition, the requirements for disclosure of information carried out by issuers during the issue of securities are determined.
For example, it should be noted that the Russian legislation on the disclosure of information that has formed in difficult conditions is still far from the ideal, but, nevertheless, it already today allows the investor to receive basic information regarding the management of society.
Secondly, with the release of the law "On the protection of the rights and legitimate interests of investors in the securities market", the Federal Tax Service of Russia received powers to impose penalties for offenses in the field of information disclosure. The same law is established a ban on the public circulation of securities of issuers who do not disclose information in the amount and procedure provided for by law.
Conclusion
Summing up the above, we highlight the main violations (corporate governance problems) that have a significant impact on the situation of investors, and analyze the existing mechanisms for the protection of shareholders and possible ways to improve their improvement.
The main causes of corporate governance problems,
And as a result, investor losses are reduced to the following.
1. Continuing struggle for "control" in many enterprises.
2. The unsatisfactory system of law enforcement in Russia (including the ineffective work of many vessels).
3. Passivity of the Government of Russia.
4. The disobeds and passive position of minority shareholders.
5. Spaces in legislation, for example, the absence of a mandatory preemptive right of shareholders or the institution of group (collective) lawsuits.
6. Not deeply deep Due Diligence before the implementation of investment decisions, in particular, in Russia it is necessary to pre-check:
Transparency and legality of financial scheme managers; The existence of a "bad story" in relation to shareholders, the availability of links with oligarchs and crime,
The existence of legal "mines", as, for example, in the case of MGTS OJSC, when in accordance with privatization legislation, the Company existed an unconditional duty to increase the authorized capital and transfer the controlling stake in the winner of the investment competition.
Relationships of managers with local authorities.
The situation with corporate governance requires the whole steps, some of which the State Duma, the Government of Russia, and the part of the investors themselves should be made.
Ensure the protection of the rights of shareholders from the unscrupulous actions of the managers is possible as by tightening the legislative level of responsibility for the actions of the violation of the rights of shareholders, improving the current legislation and through the improvement of the practical use of existing laws (for which the political will is needed!).
In this regard, it is necessary to adopt a number of regulatory acts that eliminate existing gaps in legislation. Part of such bills are already in the State Duma.
At the same time, the main priorities for improving the legislation on corporate governance in Russia consist in:
Taking legal norms providing unhindered dismissal (removal) of the main managers, or even confiscation of assets belonging to the Main Manager, in case of violation of the corporate governance rules.
Bring insider transactions.
Qualifications of transactions with affiliated persons.
Expanding information disclosure and responsibility for the content of disclosed information.
Regulation of the "blur" of capital (including by introducing the mandatory preemptive right of shareholders).
Restriction of "cross-ownership" shares.
The introduction of direct responsibility of officials, directors and regulatory shareholders for causing the damage to the joint-stock society itself, or shareholders (up to criminal prosecution).
All about what was mentioned above is very important and will not lose its relevance for a long time. But it is equally important to change the relationship to the problem of corporate governance in the joint-stock companies themselves, which will inevitably change, since the "positive" or "negative" practice of corporate governance in the company, respectively affect its investment attractiveness, and therefore in the long run and on its survival. Thus, there is no alternative to improving corporate governance in Russia.
Bibliography
Regulations.
1. Criminal Code of the Russian Federation (Articles 165, 201, 204).
2. Federal Law of 26.12.95 No. 208-FZ "On Joint-Stock Companies"
3. Federal Law of 22.04.96 No. 39-FZ "On the Securities Market"
4. Resolution of the Federal Tax Service of Russia dated May 14, 1996 N 10 "On the procedure for publishing information on acquisition by joint-stock company more than 20 percent of the voting shares of another joint stock company"
5. Resolution of the Federal Tax Service of Russia of September 17, 1996 N 19 "On approval of shares emission standards when establishing joint-stock companies, additional shares, bonds and their emission prospectuses" (as amended by the decision of the Federal State Unitary Enterprise of Russia on November 11, 1998 No. 47)
6. RESOLUTION OF THE FKSB of Russia dated February 12, 1997 N 8 "On approval of the emission standards of shares and bonds and their emission prospectuses in the reorganization of commercial organizations" (. In the edition of the decision of the Federal Tax Service of Russia of November 11, 1998 No. 48)
7. Resolution of the Federal Tax Service of Russia of December 31, 1997 N 45 "On approval of the Regulation on the procedure for suspension of emissions and recognition of the issue of securities failing or invalid"
8. Resolution of the Federal Tax Service of Russia dated April 20, 1998 N 8 "On approval of the Regulation on the procedure for holding a general meeting of shareholders by conducting absentee voting"
9. Resolution of the Federal Tax Service of Russia dated April 20, 1998 N 9 "On approval of the Regulation on the procedure and scope of information disclosure with open joint-stock companies in placing shares and securities convertible in stock by subscription"
10. Resolution of the Federal State Unitary Enterprise of Russia of August 11, 1998 N 31 "On approval of the Regulations on the quarterly report of the issuer of emission securities"
11. Resolution of the Federal Tax Service of Russia dated August 12, 1998 N 32 "On approval of the Regulation on the procedure for disclosing information on significant facts (events and actions) affecting the financial and economic activities of the issuer of emission securities"
12. RESOLUTION OF THE FKSB of Russia dated September 8, 1998 N 36 "On approval of the Regulation on the procedure for returning cash securities (other property) received by the issuer to pay securities, the release of which is recognized as invalid or invalid"
13. Federal Law of 05.03.99 No. 46-FZ "On the Protection of the Rights and Legal Interests of Investors in the Securities Market"
14. RESOLUTION OF THE FKSB of Russia dated June 7, 1999 N 3 "On approval of the Regulation on the procedure for consideration of cases and imposing fines for violating the legislation of the Russian Federation on the protection of the rights and legitimate interests of investors in the securities market"
15. Resolution of the Federal Tax Service of Russia of September 30, 1999 N 7 "On the procedure for conducting accounting for affiliated persons and submission of information on affiliated persons of joint-stock companies."
Literature.
1. Bakumenko M.V. Mergers in the Russian economy. // Collection of scientific papers: Actual problems of reforming the Russian economy. - Volgograd: PCK "Polytechnic". 2008.
2. Bandurin A.V., Zinatulin L. F. Economic and legal regulation of corporations in Russia. - M.: Letter, 2007.
3. Vorobev A.S. Development of corporate relations in the modern Russian economy. - M.: Republic. 2008.
4. Kashanin T.V. Corporate right. Textbook for universities. Moscow: Publishing Group Norma Infra M, 2007.
5. Oleinik S.V. Bans and procedural requirements in corporate legislation of some countries., Post-scriptum, 2008.
6. Experience in the creation and activities of the first financial and industrial groups in Russia // Financial and Industrial Groups: Foreign Experience and Realities of Russia / Financial Academy under the Government of the Russian Federation; Ed. Smithienko B.M., Movsyana A.G. - M.: Fa. 2008.
7. Patrushev P.M. Capital of financial and industrial corporate structures: theory and practice. - M.: Fa. 2007.
8. Sevastyanov S.N. Corporate Governance: Problems of Legislation in Russia (report on the Grant of the State Committee for RF). - M.: Fa. 2008.
9. Chernyshov V.N. The main trends of the formation of corporate legislation in the Russian Federation., M., Fact-M., 2008.
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Improvement of corporate governance is often in practice is superficial and is used to promote goals, and not as a way to implement structures and procedures that allow the Corporation to conquer the confidence of shareholders, reduce the risk of financial crises and expand access to capital. The creation of internal structures and procedures based on the principles of justice, transparency, accountability and responsibility is the first to be solved by management in the process of corporate governance reform.
The organizational structure of corporate governance may consist of, for example, in Tatneft OJSC from four blocks. The first is the Department of Corporate Governance, the main functions of which - the creation, maintenance and improvement of corporate governance; development, organization and implementation of the Company's corporate policy; Preparation of proposals for the development and introduction of changes to the internal documents of the Company (Code of Corporate Conduct, the Regulation on Committees at the SD), participation in their development; Organization of work on the unification of business processes and procedures in society. The second block is the department of central papers, the main functions of which - the establishment and development of effective relations with investors, shareholders and information agencies, monitoring domestic and international securities markets, the liquidity management of shares and other securities, the development of the company's stock market, listing and maintaining listing on Russian and foreign trading platforms, as well as the organization of work with the registrar. The third block is the legal support department, which is primarily responsible for the legal purity of the Documentation of Uralsvyazinform and our subsidiaries; These include the statutes and all kinds of positions. And finally, the fourth block is the Department of Public Relations and interaction with state authorities. Its main feature is the formation of information policy of society in relation to regional and Russian media and government bodies.
Without pretending to complete and detailed disclosure of such a complex topic as an increase in the efficiency of the corporate corporate management system, consider the internal mechanism of corporate governance in a joint-stock company (Fig. 7.2).
Improving corporate governance is the most important measure necessary to increase the inflow of investments in all areas of the economy, both from domestic and foreign investors. This requires a mechanism for improving the relationship management system with shareholders. The main task regarding the implementation of this area is the protection of shareholders' rights as one of the priorities of the country's socio-economic development.
Of course, the protection of the rights of shareholders is the task of both government agencies and the companies themselves. In 2002, the Organization for Economic Cooperation and Development (OECD) decided to process the principles of corporate governance, published in 1999 as a basis for the NEOD-OECD principles , waprele 2004 , there were integrated studies of the experience of various countries in the field of corporate governance, and many interested parties were involved in the process of revising the document.
Fig. 7.2. - Internal Corporate Governance Mechanism in Joint Stock Company
In the OECD principles, it is listed for the minimum necessary to the investor rights. This list includes rights to:
1) reliable ownership of ownership of shares;
2) transmission or translation of shares;
3) timely and regular receipt of the necessary and essential information about the corporation;
4) participation in general meetings of shareholders and vote at these meetings;
5) election and displacement of members of the Board of Directors;
6) Getting the share of the corporation's profits.
In the European Union countries, the strengthening of the protection of shareholders is defined as a key direction for the development of legislation on companies: " Ensuring the effective and commensurate protection of the rights of shareholders and third parties should be in the center of any legislation on companies. A strong system of protecting the rights of shareholders and third parties, allowing to achieve a high degree of confidence in business relationships,is anthe main condition for ensuring the efficiency and competitiveness of the business ... Improving the protection of shareholders should be based primarily on: a) providing complete information about what rights exist and how they can be implemented,b) improving the funds necessary for the effective implementation of existing rights. "
Of course, only the "writing law" is not enough for this. Effective enforcement mechanisms are needed. The confidence of minority shareholders increases if the legal system allows them to begin judicial or administrative procedures against managers or members of the Board of Directors in order to restore or compensate for violated rights and if the implementation of these procedures is not related to excessive expenses and obstacles. As stated in the OECD principles, ensuring the functioning of such a mechanism is the key responsibility of legislative and executive bodies.
An important factor affecting the level of protection of shareholders' right is the behavior of the companies themselves. In 2002, the World Bank published the results of the study of the relationship of corporate governance, protect the rights of investors and the effectiveness of 495 companies in 25 countries with emerging markets. The main findings of specialists are:
In countries with weak legal systems, the level of corporate governance is lower;
The level of corporate governance in national companies depends on how significant information asymmetries and distortion of the market environment faced by one or another corporation;
Companies whose shares are quoted on US stock exchanges have an increased level of corporate governance, and this dependence is especially characteristic of companies from countries with weak legal systems;
High-quality corporate governance has a positive impact on the market value of companies and the effectiveness of their activities, and this relationship is manifested more in countries by exlaborate legal systems.
Thus, the weaker legal system in the country, the more important the state of corporate governance to improve the functioning of companies. Conversely, the activities of companies with adequate corporate governance depends less on the degree of development of the legal system, since their need for the external conflict resolution mechanisms between the participants of corporate relations is not too erocery.
The management of relationships with shareholders (investors, stakeholders) was mediated in a separate sphere of activity of corporation managers long before the full-fledged theory of corporate governance began to develop. It is believed that the term "communications with investors" (Investor Relations) it was introduced in 1953 by Ralph Cordinner (Ralph Coldinner), the then Chairman of the Board of Directors of the American company GENERAL ELECTRIC. In 1969, a professional association (National Institute) of Managers and Investor Relations Consultants was established in the United States (National Investor Relations Institute, NIRI). Later, such organizations appeared in many countries of Brazil, Great Britain, Germany, Canada, Finland, Japan, etc., and in 1990 they united in the International Investor Relations Federation, IIRF).
Currently, this area is experiencing a real boom: in many major firms special managerial positions (Investor Relations Officer, Iro) and the relevant units are organized, which closely cooperate with the devices of corporate secretaries, finances of finance and public relations. Web sites have become a mandatory attribute of modern companies are now unreolded without special IR sections (relevant recommendations for the content of corporate sites are given to companies and regulators of the European Union countries in the Winter report).
A very important role in such developments are played by information technologies, and above all, the Internet, which allowed to bring the processes of disclosing information and communication companies and their leaders with the outside world on a qualitatively new stage. It is necessary to stay at six main aspects of the use of IT systems in order to improve the interaction of corporations with current and future shareholders, creditors and other counterparties.
Firstly, conducting interactive Internet forums in addition to the traditional "road show" (RoadShow) organized on the eve of the placement of new issues of securities. Such virtual meetings cost much cheaper, save the physical forces of managers and allow companies to convince their business broader problems of potential buyers of shares and bonds - not only institutional investors in large financial centers, but also individual investors in the province. Of course, ensure uninterrupted and high level of such a forum - the task of a completely different plan compared to the preparation of the traditional presentation.
Secondly, online broadcasts of telephone and video conferencing of the highest officials and their speeches on the most important corporate, industry and other events. The use of such funds plays a special role in companies with dispersed structures of share capital and credit resources mobilized in the form of bond loans (in other words, in corporations, which belong to the set of small packages). This is important not only from the point of view of a sharp increase in the audience covered, but in order to reduce the number of personal appeals of investors in the management bodies, suppress the adverse rumors and the emergence of unreliable information in virtual clubs and living rooms. Thus, in the first half of 2003, 83 of the 100 leading European companies organized the Internet broadcast of various corporate events, including 27 used this method during the annual General Meeting of Shareholders. Annual conference for financial analysts conducted by Cisco Corporation collected 500 physical participants in the United States and several thousand virtual participants in 60 countries in 2003.
Thirdly, electronic vote in general meetings of shareholders. In the US, the voting with paper bulletins is rapidly leaving the past, of course, such high-tech companies as Dell, IBM, Intel have achieved the greatest success in this direction. Savings on each shareholder voting via the Internet is about 40 cents, which is quite essential for corporations with millions of shares. It is also important to increase the share of owners involved in the adoption of the most important corporate solutions. Finally, shareholders who have enabled easily and quickly vote on the agenda items on the Web site may be interested in the merits of goods manufactured by the company and become their buyers. According to the head of the DELL investor relations department, good customers are obtained from good shareholders.
Fourth, online acquisition of shares and reinvesting dividends directly on corporate sites. According to ShareBuilder Corp., direct Share Purchase Plans (Direct Share Purchase Plans) is used by about half of the corporations from the Fortune 500 list. This allows you to increase the activity of stock trading and stimulate the demand from individual, including foreign, investors. It is this category of capital owners can provide certain insurance in difficult periods when large institutional investors begin massive sales of securities in order to fix profits and avoid loss.
Fifth, automatic sending notifications, press releases, annual reports and other email information. The average cost of preparation and mailing materials are reduced from 5-8 to $ 1 per addressee (owner of securities, an employee of a consulting or auditing company, an investment bank, newspapers, magazines, etc.). This argument usually produces the required impression on investors when companies request their consent: save money invested by them! Usually, corporations begin to develop this direction from electronic mailing to their shareholders to their employees, and then go to wider use of this interaction channel with the outside world. Thus, they get the opportunity to maintain a practically constant connection with their counterparties, track and analyze changes in the composition of the owners of shares and bonds, and as a result - to allocate the most promising layers of investors and establish work with the target audience.
At sixth, placing interactive annual reports on corporation's Web sites. These electronic documents allow users to translate financial statements to the Excel table format, as well as move between various sections of reports and other pages of corporate sites using hypertext links. In turn, companies create databases about users and configuration of their preferences when working with reports (i.e., what partitions of documents are of the greatest interest). All this helps investors' relationship managers are best understood and satisfy customer requests. The translation of the financial statements of American firms to the interactive form was significantly facilitated by the fact that in 1992 the Securities and Fund Stock Exchange Commission began to receive corporate reporting through the EDGAR system (Electronic Data Gathering, Analysis and Retrieval - Collection, Analysis and Reproduction of Electronic Data) . In 2001, this system was transferred to the Internet and became a platform for online interaction between investors, issuers and commission.
In the United States and many European countries now have many companies that offer a full range of services for IT provision of relations supported by corporations with the outside world. As an example, you can specify one of the most famous American firms working in this field - Corporate Communications Broadcast Network, which in March 2004 entered the major information technology company Thomson Corp. Such a business is developing as providing access to interactive annual reports of corporations on specialized firms web sites. Thus, on the AnnualReports.com website you can get acquainted with the reports of 2700 companies (annual fee for such a service is $ 600), more subscriber corporations can translate their reports into an interactive form (this service costs $ 1,000).
Thus, modern corporate governance is unthinkable without intensive and consistent implementation of the latest information technologies. The main condition for achieving success in this process is the maximum integration of all applicable IT systems, which must be subordinated to the unified goal of promoting the Board of Directors to ensure effective management of the company (supervision of the activities of top managers in the fields of implementing a corporate strategy, exercising internal control and maintenance of appropriate relations between Corporation and its counterparties). It is important to emphasize: since this field of activity is developing, as a rule, by transferring the most complex functions to specialized firms (that is, with the help of outsourcing), it quickly turns into a separate and very promising type of business for software manufacturers, system integrators and other technological companies.
The classical theory of management of the company defines corporate control as a special subsystem or management function, management activities, whose task is a quantitative and qualitative assessment and accounting of the results of the organization. In this case, the main functional direction "Classics consider control over the implementation of corporate plans and budgets by the Directorate of the Company's employees.
However, the domestic practice of corporate governance convinces that in essence, from the position of all elements of this formula, namely, subjects, object, technology and nature of this type of management activity in a broad sense, such angle greatly simplifies the essence of the problem.
The search for an effective model of corporate control, by conviction of the authors, may be successful only if the co-owners of the executive bodies of the enterprise solve a kind of task on the optimum with different values. And if it is even more accurate - not so much a separate task as the set of such tasks.
According to its management essence, the control body is the Board of Directors. Thus, the model code of corporate behavior indicates four of its main functions:
The Board of Directors determines the strategy for the development of society and accepts an annual financial and economic plan;
The Board of Directors ensures effective control over the financial and economic activities of the Company;
The Board of Directors ensures the implementation and protection of the rights of shareholders, and so contributes to the permission of corporate conflicts;
The Board of Directors ensures the effective activities of the executive bodies of the Company, including through the control of their activities.
As can be seen, the control load is clearly indicated in two of them. Moreover, the mission of the designer and the implementation of the company's development strategy, the defender of shareholders' rights also implies comprehensive control. First of all, for the execution of decisions of representative bodies of companies (the general meeting of shareholders and the Board of Directors himself) on determining the main directions of the Company's development, approval of its key business plans, as well as public procedures and corporate actions directly related to the rights and legitimate interests of shareholders.
Unlike the aggregate of the immanent tasks of the Audit Commission, the preliminary approval of transactions, first of all major transactions and transactions with interest, is a targeted mission of the Board of Directors. Using the capabilities provided by Art. 65 FZ "On Joint-Stock Companies", an increasing number of companies lowered large transactions in their charters. However, the most effective application of the ideology of preliminary control is the simultaneous use of three transaction criteria, which the collective owner of the business considers the most risky and refers to the charter to further competence of the Board of Directors: 1) price (the introduction of a monetary limit at the contract price); 2) construction, (assignment to the competence of the Board of Directors of transactions falling under the signs of specific civil-legal structures) and h) temporary (in this case, the principle of "accumulative total" works for the combination of similar transactions, which does not allow managers, bypass this "barrier" crushing transactions on the part and the conclusion of them through the short periods of time).
Parallel audit and other forms of control outsourcing (we mention a special target management audit carried out in the relevant
Cases with specialized consulting companies) refer to the category of optional corporate control modules. So, if the official auditor is approved by the decision of the annual General Meeting of Shareholders,. Prepares to the annual meeting of shareholders and on this mission in most companies is exhausted, then the "parallel" auditor works in the genre of periodic and unscheduled audits of the subsidiary. Unlike the Personal Controlling Institute (this is usually the personal adviser to the Director General), in this case the control of the decisions taken by the management is carried out in the genre of traditional a posteriori control. It is essential that the presence of an auditor, affiliated legally or in fact with the parent company, as the "curator", becomes an integral part of almost daily management practices of a subsidiary.
In contrast to the specialized control bodies and other structures of this kind, the so-called additional control formations of the economic company are not directly provided for by the texts of federal laws (the control bodies and control formations are components of the Institute of Corporate Control). However, their creation and does not contradict the laws. Thus, the law comes from the fact that companies and their owners are endowed with freedom of creativity in this field. Moreover, some of the "recommendation law" documents are actively advised to take advantage of such freedom.
So, the Code of Corporate Conduct of OJSC TATNEFT and the practice of its application in 2003-2004. It was unanimous in the fact that the set of functions of the Board of Directors should include and purely control goals should be included. Which allows us to consider the committees and commissions of the Board of Directors as corporate control structures (CCS) of a special kind. We list the main control Tasks:
1. Decision of the universal problem of "control of controllers". In the corporate cut, it is transformed into such tasks as:
Professional and democratic (i.e., first of all, excluding arbitrariness and at the same time transparent) selection of firms applying for the vacancy of the company's official auditor;
Preliminary consideration within the framework of the campaign on the preparation of the annual general meeting of shareholders of the project of a detailed auditor's auditor with the possibility of opposition to problem positions;
Coordination of the activities of all organs and formations of the joint-stock company - the Audit Commission, the auditor, the department of internal audit of the management apparatus, etc.
2. Monitoring the practice and control of the performance of the Company's internal provisions regulating the activities of its bodies for the implementation of integrated and especially important corporate actions. Among them - the Corporate Administration Code of this company, the provisions on dividend politics, information policy, confidentiality, on interaction with subsidiaries and dependent societies (for holdings).
Z. Control over the compliance of the actual personal and socio-economic circumstances of independent directors by the established charter and local regulatory acts of the criteria for this institution.
4. Control over the provision in the information and reports of the executive bodies established by the Charter, internal provisions and decisions of the Board of Directors of the Board of Directors, as well as the aperiodic self-defense of individual top managers at a meeting of the Board of Directors.
5. Control over the compliance of the management bodies of the Company's decisions of these bodies established by law and the charter of the joint stock company.
6. Additional control over the execution of non-normative (address) decisions of the Board of Directors (in addition to control by the chairman and the Board of Directors and organizing assistance to such control by the company's corporate secretary).
In contrast to the Committees, the so-called control and audit service (CRS) of the Board of Directors refers, on the deep conviction of the authors, to the category of the most controversial recommendations of the Code of Conduct. Their attempts to find at least one joint-stock company, where the CRPs at the Board of Directors would have created in vain. The main reasons for the "inattention" of corporate practice to the cattle is the following
The Codex authors believe that the main form of work of the CRS is to check the operations and actions of the executive bodies and the management office of the company for compliance with the corporate business plan (preliminary control for operations that do not correspond to it, and a posteriorira - for the appropriate). Obviously, without considering that most companies there are no deployed business plans, and where they claim them, they most often have an operating and indefinite format ("Control figures" and an indication in general form to the key resources of their achievement).
In addition, CRS is full-time employees, even if the apparatus of the Board of Directors. And for this reason, the "reflex" distribution of newly included in the Council Director members.
Finally, CRS cannot check the activities of the Board of Directors.
A corporate secretary is performed quite a clear and objectively justified control mission.
We indicate the main control objectives of the corporate secretary and its apparatus:
General organization and control of the implementation of various activities to prepare and conduct a general meeting of shareholders conducted by the Office of Management and specialized registrars;
Control over the admission and consideration of complaints and proposals of shareholders sent to the Board of Directors and the Company's executive bodies;
Monitoring the compliance with the financial services of the shareholder of the schedule of payment to shareholders of dividends, as well as stock prices in the event of their compulsory redemption and acquisition by society;
Participation in the control over the execution of address decisions of the Board of Directors relating to the rights of shareholders
General Organization and, as appropriate, control over the execution of the apparatus of management requirements of shareholders on the manufacture of copies of the company's documents requested by them;
Additional control over the execution by the management of the management of companies of the implementation of issues of shares, including the implementation of the right of shareholders to the priority redemption of shares;
Additional control over the execution by the management apparatus of the company's state registration of changes and additions to the company's charter;
Additional control over the execution by the company's judicial actors who have entered into force, which affect the Institute for the Rights of the shareholder.
It should once again pay attention to the fact that the shareholders of Russian JSC not necessarily not necessarily apply all the control modules described above. Ultimately, significant corporate circumstances are decisive in the plane of the proper choice: strategic and tactical tasks, solved by the company at this stage of its growth, the measure of the confidence of shareholders top managers, the degree of business diversification, etc.
This is true and with respect to the correct definition by the owner of the Corporation of Special Activities in the modeling of the optimal corporate control system. Unlike control from managers, which, as already noted,, in theory, should "close" all zones of the company's reproduction cycle, it is advisable to focus on the main points that economically ensure their ownership of the business. We assume that such control objects include:
Control of the execution of the most important business plans and budgets;
Monitoring the performance of the norms of the statute and other leading corporate regulations (regulations and regulations);
Monitoring the movement of the most liquid assets that are not related to the category of raw materials, materials and finished products (securities, real estate objects, etc.);
Control over transactions and leading personnel solutions;
Control of the execution of decisions of the General Meeting of Shareholders, the Board of Directors, as well as the most important decisions of the Board and orders for the Company.
The mechanism for coordinating the interests of shareholders with menographs of joint-stock societies with a comprehensive system, including four important elements that ensure that the owner is required to account for interest. Firstly,it regulates relations within the Company, supports the balance between the various interests of shareholders, the Board of Directors and the hired managers in conflict and allows them to allow them within the framework of the legal field existing in the country. Secondly,this is a mutual balance of the company and its environment - states, societies and business communities, since many conflicts between the state and business that can be solved at the level of corporate governance are contlected into confrontation.
Corporate governance mechanisms generally include the following elements. The central body is the Board of Directors, which is provided for by law. It was the board of directors to defend their interests and to build relations between them and managers accordingly. Another important component of the interest balancing system is the system for assessing the motivation of top managers. It is not only about material remuneration, bonuses, but also about intangible incentive. As practice shows, it is a rather difficult task. With ordinary employees even more or less clear how to solve it, but people who occupy leaders who have developed as individuals, highly professional managers are no longer very interested in corporate events. They are always interested in further development as professionals. They are interested in working in large companies with long-term goals and prospects in the market, which will lead to their professional growth and increase their own value in the labor market. Therefore, interesting complex projects are a huge stimulus for managers.
If we talk only about material compensation, you need to affect the topic of bonus programs, bonus options. Unfortunately, due to the fact that the Russian and Ukrainian stock market is poorly developed, the accurate copying of Western experience is almost impossible. It is necessary to discuss in advance and consolidate the legally "rules of the game" so that the owners have a clear understanding of the volume of bonuses that they are willing to transferred to managers, and managers understood that the results of their work would be assessed by what criteria.
The question of assessing the results of the company's activities in general and the work of each manager is equally important. Effective tool is a balanced system of indicators. Since it allows you to create a comprehensive scheme, with which long-term business tasks are solved, both financial and non-financial indicators are taken into account, the objective picture of the company's performance is given.
Finally, the information exchange system between managers and owners should be established. Many conflicts arise at this level of interaction. The owner believes that this is his business, and he handed over the full authority to managers. However, from the point of view of the owner, managers will not make a job and, roughly speaking, seek to "grasp more". Managers, constantly feeling the control of the owner, feel certain damage: one side,responsibility for the company is assigned to them, and with another- Control levers remain in the hands of the owner. In such a situation, conflicts are inevitable. That is why it is important to build a system for exchanging information, and it is corporate governance that can solve this problem.
Owners should be broadcast with the help of the Board of Directors (through regulatory documents) the company's goals, their expectations from business, possibly certain limitations and directions of alleged development. Top managers should give an objective report on the daily activities of the company and the results of which it reached during the reporting period so that shareholders could assess how much the actions of the managers meet their expectations and goals.
The technical part is important - financial, legal issues, formalization of the behavior of all groups, primarily accounting and management accounting. Since now Russian and Ukrainian companies are trying to attract Western investors, and they prefer to work on Western accounting standards. Government bodies also work to improve these processes and the transition of domestic companies in IFRS.
Also a rather important issue is the legal support of the activities of managers, in particular the provision of guarantees in case of unforeseen circumstances. Often, the leaders of the highest level, note for insecurity, in the case of business sales to another owner, which can lead the team of new managers, or in the situation of merging (acquisitions) of the company when the manager can remain without work. Therefore, many managers are interested in guarantees in the form of monetary compensation.
As part of the improvement of corporate governance mechanisms, it is worth paying attention to the attitude of the company to the internal and external surroundings, which is called the "Code of Conduct". This is a formal document that describes the rules of conduct between the three named market participants, establishes the "Rules of the game", regulates the work of the meeting of shareholders, the Board of Directors, procedural issues, since they are, as judicial practice shows, are the most frequent occasion to appeal to court.
The current stage is significant in that advanced management has realized the complexity of human resource management. And from attempts to control with the help of simple technological schemes began to move to the construction of complex multifaceted systems that take into account the complexity of human relations.
Gradually, the understanding of the fact that the company's staff lives and is managed by the same law as any other generality that, when interacting with it, it is necessary to take into account its features, its culture. Comes to understand that corporate culture is in any organization, regardless of whether they know about it or not.
From the point of view of the company's goals, culture can be positive or negative, and on the other hand - it cannot be changed in an instant; Corporate culture cannot be canceled or declared, you can only interact with it to gradually change or develop.
It would be a mistake to assume that corporate culture is a generation of purely domestic processes for the company. Any organization is part of a system of public relations. And, in addition to employees, in the results of its activities, at least a society represented by consumers of products and services, as well as the owners of the corporation.
The company's work on organizing the interaction of all stakeholders in order to build a consistent value field and is the subject of public relations division.
Within the framework of this activity, two main and closely related directions can be distinguished: the first is the interaction with the external environment (external, or corporate PR) and the second - interaction with internal units (internal, or internal corporate PR).
The specificity of interaction with internal divisions is due to two main factors:
for employees of the organization, its activities are an integral and significant part of their own activity and therefore becomes significant for them. And they are the most "charged" to interact with it, most sensitive to any action;
the company's employees, being carriers and conductors of this activity, see how proclaimed in the organization and actually done in it correspond to each other.
Comparing the proclaimable values \u200b\u200bwith how they are implemented, the staff begin to better understand the true values \u200b\u200btypical of this company. As a result, they draw conclusions that what and howmade in the company. It is at this stage that it arises or a sense of satisfaction with its membership in this organization or, on the contrary, dissatisfaction of work in it.
If the organization proclaims the value of high-tech production, then this should be accompanied by equipment with appropriate equipment, conditions of its effective and competent operation should be created. If we are talking about the production of high-quality products, quality control should be provided. If it is said that the professionalism of the staff is one of the most important values \u200b\u200bof the organization, then at the level of tangible actions, the possibilities of their professional growth and the realization of their professional abilities should be ensured. It makes no sense to talk about moral norms, if the corresponding behavior of employees does not receive positive reinforcement, if their behavior is discredit.
Internal PR begins with a set of measures on understanding, formulation and consolidation in the documents of the Corporate Ideology, i.e. Purpose (mission) of the corporation, key goals and basic principles of its activities
Finding out the destination of the corporation implies a detailed answer to the question: "3 And there is a corporation?". In fact, this is the definition of a circle of persons interested in its activities.
The answer to the question: "Where does the corporation move?" - Allows you to formulate key objectives that denote the main activities of the Corporation as part of its purpose. It is the areas of activity, and not concrete results. Unlike the goals, they indicate employees to search for solutions, and not the decisions themselves. The main task is to direct and unite, and not reach.
Identify why the corporation is moving, it is necessary to determine how it moves. Thus, the basic principles of activity are formulated. Principles describe strategically priority quality activities (the nature of doing business), with the help of which the Corporation reaches the goals, and also describe the zone of its responsibility in cooperation with interested groups (shareholders, employees, consumers, society). In fact, this system acts as a set of major restrictions in the framework of its defined areas, sets the personnel of motion guidelines within the selected direction.
At the same time, the position formed in this way becomes the most important condition for the competent formulation of their own tasks. It sets a certain direction in individual activity, allows you to build individual strategies, form your own behavior criteria, predict the quality of those or other things. And, as a result, it is a condition for improving the employees of a sense of certainty and stability in relationships with the organization, and these are the most important factors of increasing the motivation of activities.
In order for certain corporate ideas to become part of the worldview, manage the behavior of a person, it is necessary to fulfill at least a number of conditions: first,it is necessary to present ideas themselves; secondly,show in some other way samples of the implementation of these ideas in behavior; third,enter the mechanisms for reinforcement of positive behavior and the mechanisms of condemnation of actions that discredit ideology. In the conditions of targeted development of corporate culture, propaganda activities should be permanent and multidimensional process.
The minimum plan of propaganda events in the corporation begins with familiarizing employees with a package of documents in which the basics of basic ideology are enshrined. It may be a mission position, "Declaration on the purpose, values \u200b\u200bof the principles of the Company's activities," Codex Corporate Ethics of the Company's employees ", etc. These documents should be easily accessible to everyone. With their help, not only the task of informing employees about the values \u200b\u200badopted in the company, but also the task of their legitimization is solved.
The next element of this activity may be an information campaign in corporate media. One of the most important tasks of their activities should be the propaganda of the basic values \u200b\u200bof organizations. It is necessary that the media does not simply retell the content of ideological documents, but explained the meaning of basic values, illustrated all the diversity of the existing methods of their implementation in the corporation, thereby showing the samples and asking clear boundaries of the approval and disrupted behavior. Moreover, we can lead both about the "production" and "non-productive" behavior.
The most important element is also the demonstration of the behavior of the corporation managers in relation to its main values. The more active the position of managers in the implementation of proclaimed values, the brighter their positive attitude towards these values \u200b\u200bis manifested, the more confidence arises from employees, the more they begin to navigate these values \u200b\u200bin their own activities.
In terms of public relations, the maintenance and development of olders, as well as the creation of new corporate traditions, the development of corporate symbolism is very important.
It is no secret that traditions are the most important mechanism for the transfer of cultural experience, which includes historically established forms of activity and behavior, as well as related values, customs, rules, etc. Actually, corporate traditions are subject to the impact of national, regional and sectoral traditions, which in the framework of the Corporation's activities acquire their special specifics.
Attentive attitude to the traditions of the organization and thorough work on their support and development are the most important condition for the balanced development of the corporate culture of the organization.
A special direction of the development of relations with the internal publicity is a reputational audit. This is an internal analytical activity, the main task of which is an assessment of the assistance of the proposals to the values \u200b\u200bof the values \u200b\u200bto implement and develop proposals for the adjustment of certain impacts on the corporate culture of the company.
Reputational audit should be subjected to both the production and non-production processes in the corporation in the corporation and those that are just going to implement. In fact, any solution that may affect the change in the vital activity of the Corporation, it is necessary to subjected to reputational audit and adjust in accordance with the main provisions of its corporate culture. At the same time, the reputational audit will significantly make changes to the main ideology of the corporation. This activity is an important condition for the purposeful and planned development of the company's corporate culture, and internal PR as independent activities within the corporate governance system. In this case, the internal PR is considered as one of the elements of corporate governance, i.e. Understanding internal PR in a narrow sense.
In a broad sense, internal PR is a managerial position characterized by the fact that any action of the corporation is considered in terms of targeted development of corporate culture. And then, internal public relations activity becomes a background that carries out corporate governance. In this case, even a reputational audit turns into a permanent element of the activities of each manager, and its own behavior becomes an effective means of propaganda of corporate ideology.
Reputation is an intangible asset, poorly protected from risks and failures, but revealing new opportunities and income. This asset is an element of the corporate governance mechanism of the Corporation has a direct impact on the company's market value and the possibility of attracting investments in financial markets.
Evaluation of the opinions of the first persons on the management of corporate reputation was conducted in the West, regularly, but in Russia and Ukraine were not carried out. 175 leaders of the senior participants in the leading companies of Russia - those who form not only the appearance of Russian business, but also the country's economy as a whole, took part in the survey, the main results of which are presented in the article proposed to your attention.
In the first study of this kind, the largest Russian companies "Yukos", "TNK-BP", Sistema, Svyazinvest, Aeroflot, well-known in the consumer market of Vimm-Bill-Dann, Pyaterochka, , Rosinter, "Pharmacy Network Z6.6", Financial Organizations and Banks Troika Dialogue, Alfa-Bank, Avangard, as well as Ingosstrakh. The survey participants represent the company, the total annual turnover of which exceeds 100 billion dollars. USA. Most respondents (65%) are open or closed joint-stock companies, promotions of more than 20% of companies - survey participants are traded on Russian and / or Western stock markets. The study was organized and conducted by the Agency for Communication Strategies THT PBN Company and IRG marketing research companies in cooperation with the leading investment bank Renaissance Capital and a reputation company in Russia with investors Taylor Rafferty.
About 2z% of the survey participants claim that the Russian business enjoys a good, and a little more than one tenth consider the positive reputation as Russian business in the West. At the same time, 80% of the surveyed managers have positively assessed the reputation of their own companies; 70% said that the last two years had been successful for them in terms of achieving the strategic goals of their business.
Such a sharp contrast can be explained, on the one hand, some embellishment of a real situation in individual companies headed by market participants. On the other hand, according to respondents, the perception of Russian businesses in Russia and abroad is influenced by a number of subjective factors.
The survey results show that respondents are aware of the importance of reputation management as one of the most important functions of the company's head that has directly influence the success of the business. Almost three quarters of respondents agreed with the statement that reputational management "is a key component of achieving the company's strategic goals", and almost 90% said that the reputation management is one of the main functions of the head.
It is noteworthy that the leaders of leading Russian companies believe that corporate reputation has a greater impact on the company's access to external financing and its market capitalization rather than on the amount of profit and profitability. This opinion once again emphasizes the importance of investments in a corporate reputation, primarily for those companies that conduct an active capital to attract capital in the financial markets of Russia and the West.
Company executives are aware of the need to improve corporate reputation to increase its capitalization and facilitate capital access, but many still have to implement effective practices of reputational management, corporate governance and business transparency. Currently, the activity of most Russian and Ukrainian companies is concentrated around the establishment, relationships with media and other target audiences, as well as sponsorship and shares to improve the reputation of managers of companies. Less attention is paid to the strategic aspects of reputation management, such as: the risks of the company's reputation and the development of plans for managing these risks, conducting research to measure reputation, etc.
Speaking about the company's reputation You can not bypass the problem of social responsibility by the company. In everyday life there are several opinions about what is the social responsibility of the business, if we proceed from the fact that this business partnership system and society is obvious that it is implemented through investments and business-projects that are most often aimed at protecting health, a healthy lifestyle , labor safety, personnel development, that is, internal investments in social assets. This is one part, and the second part is environmental protection and resource saving, support and development of the local community, the development of social infrastructure. These social attachments can be called external. Currently, business takes on the financing of those areas to which the state. But here arise with all the sharpness of contradiction with the principles of management of the company. Such distraction for social programs is not entirely consistent with the desire of shareholders to get maximum profits. Find the best balance between the interests of the Concret Shareholders and the interests of the Company is the main task that the management of companies has to be solved. In order for a specific shareholder to blame managers in the University of His money, it is necessary to develop a plan of events that take into account the interests of society and the interests of the company, to calculate that this or that social initiative will cost and, most importantly, it is necessary to measure the effectiveness of social initiatives implemented.
So that companies do not at the detriment of their own efficiency and interests of shareholders and sponsorship, the integration of social initiatives is needed to the development strategy of their own business. Only in this case can we talk about social responsibility of the business as a tool for ensuring its strategic stability and strategic security
In conclusion, it should be noted that such a logic of life exists, also the logic of management and cannot be neglected by the logic of the company's development. You can use any known management tools, but they will not give any effect if the company's development stage is not adequate. Therefore, it is necessary to choose management tools depending on the stage of development of the company and financial resources and the most important thing - is there any necessity.
Kostenchuk, I. Corporate PR and corporate culture development // Company management. -2002. - №10 (17) p.24Reputation management and investment attraction: two sides of one medal. // Magazine Management Company. -2005. -№ 01. (№44) -S.70
See more detail. Asaul, A. N. Social responsibility as the priority of socio-economic development of business // Priorities of socio-economic development: Sat. Scientific mat. One-year 43 meetings of St. Petersburg Scientific Councils on Economic Problems on May 12, 2005. - St. Petersburg: SPBGSE.-2005
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What companies need corporate governance, and what exactly is it? How to organize it correctly? Answers to the most important issues of corporate governance - further in the article.
In this article you will read:
- What companies need corporate governance in the enterprise
- Who is a corporate governance subject
- What relates to the principles of corporate governance
- Whether corporate standards exist
- Who exercises external and internal control in the corporate governance system
Corporate governance - This is the management of organizational and legal design of the business, the optimization of organizational structures, the construction of the company inside and interfirm relationships in accordance with the goals accepted.
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Corporate governance in the enterprise: what companies need it
Effective corporate governance in the enterprise mainly increases the financial performance of the enterprise, the quality of decision-making decisions reduces the cost of the attracted capital and increases the cost of the company. Investors clearly which managerial concept holds the company to which owner it belongs to the level of management actions.
If the company's management competently built a corporate governance system, then investors agree even to a smaller return for invested capital. Those companies that apply such a system can embody those projects that are not capable of competing companies.
So, the introduction of corporate governance in the company is necessary if the manual:
- wants to reduce business costs;
- strives for efficient, controlled, transparent management;
- conducts reorganization to give the practicality, the achievement of the greatest results;
- intends to attract investments of banks, individuals and legal entities;
- Came to decide on the dissemination of shares on domestic and foreign stock exchanges to increase capitalization.
There are enterprises that do not attract investment, but interacting with banks, therefore corporate governance for them is a way to cause bank confidence. Creditors need to see the level of qualification of the company's employees, risk assessment, the feasibility of the system of decisions in the company.
Talks practices
Dmitry Khlebnikov
There are three ways to implement or develop a corporate governance system in the company. The first is to use the services of consulting companies. The second is to hire employees and cope with your own. The third is a combined version that we go.
Corporate governance subjects.
There are the following types of actors to improve the efficiency of corporate governance:
internal management subjects;
subjects of external infrastructure that affect the present position and the development of the organization in the future.
Internal management entities include higher governments and officials who participate in the company's activities, that is, it can be a general meeting of shareholders, founders, board of directors.
Subjects of external infrastructure affecting the situation and development of the company in the future include: the state, association of individuals affecting the company's activities or those individuals that depend on the company.
These two groups are important with the effective activities of the Company, since any changes in the provision of one of the participants may entail a change in the position of the entire company. At the same time, it is easier to influence the internal structure, since the management authorities have levers and incentives.
Principles of corporate governance
1. Justice. Here it is necessary to ensure opportunities for shareholders to implement and protect their rights in accordance with the regulatory and legal acts of the Russian Federation, the Company's charter on important issues.
2. Openness. Providing information to shareholders on the principle of availability and regularity.
3. Accountability. Whereas the executive body, that is, the general director leads the company's current work, the results of the activity should be viewed by the highest management body of the company - the general meeting of shareholders.
4. Control by financial and economic activity. The system of monitoring financial and economic activity of the company is needed to ensure investor confidence and management bodies. This control is conducted by the Board of Directors, the Audit Commission, the company's auditor. The company's auditor is approved by the General Meeting to confirm the annual financial statements.
Talks practices
Dmitry Khlebnikov, Director of the Center for Transformation of Transformations of MMC Norilsk Nickel, Moscow
The establishment of managerial and financial borders allows you to make the company more transparent. The fact is that large companies are practiced, the so-called, boiler financing method.
It is also more convenient from the accounting point of view and from the point of view of the expenditure of costs. But efficient and transparent management should be based on the separation of costs not by articles, but according to costs. Try - and the effect will be stunning. You look at your business with other eyes.
Where you can get acquainted with corporate standards
In many countries there are codes of corporate governance, which reflects the adopted standards and norms establishing and regulating corporate relations. It will be interesting to get acquainted with the following codes:
The Joint Code of the London Stock Exchange is recommendations on corporate governance for those companies that wish to get a listing on this exchange.
Code of corporate behavior of the Russian Federation.
Principles of corporate governance of countries participating in the organization of economic cooperation and development.
The code should be chosen taking into account the tasks of the company, for example, if necessary, the IPO in London takes into account the United Code of the London Stock Exchange. If you wish to participate in Listing on the domestic stock exchange, hold its rules. Please note that there is no such requirement that all provisions of the Code are respected. However, in non-compliance, it is necessary to publicly notify the reasons for non-compliance.
External (outsider) control mechanism
External or outsider control consists of:
1. Corporate legislation, which in Russia is represented by the Civil Code, the laws "On joint-stock societies", "On the securities market", "On the protection of the rights and legitimate interests of investors in the securities market", regulatory acts of FKSB, Ministry of Justice, etc. In those countries in which outsider control prevailing, the interests of shares are protected by law. Russian legislation is more protecting the interests of minority shareholders in contrast to other countries.
2. Controls by the financial market, due to the threat (inefficient work of managers) of the company's absorption or transferring it to other persons, which leads to a change or change of the management team.
3. Control by borrowers, in order to avoid the threat of bankruptcy in the event of non-fulfillment of debt obligations due to the inefficient work of managers.
5. Control by independent directors who are on the protection of the interests of shareholders and top management.
6. Comprehensive informing top managers of owners.
7. An effective assessment and remuneration system of managers.
The greater share of the shares belongs to the managers (the threshold value is 30%), the lower the likelihood of agency conflict and it is more difficult to absorb.
Binding to increasing the profits and market value of shares by presenting the securities value from 1/3 to 2/3 from the amount of salaries of managers is one of the incentives to increase their recoils. This is done to impart confidence to investors who do not hold the controlling stake.
- Processing assets of the enterprise: concept, management and analysis
Outsiders are monitoring the company, choosing the Board of Directors, who are selected by managers to influence decisions on important issues of the company's activities.
With the apparent stability of this system, the riskiness is dominated here.
What are the imperfections of outsider control methods:
There is a risk of real authorities in managers, if outsiders do not want or cannot be influenced;
In the desire to hold a high level of stock quotations and more likely to reset their holders in case of income fall, which gives a reason for the management of momentary projects;
There are many ways to oppose the absorption.
Implementation of internal control in the corporate governance system
There are three levels of management in companies:
- meeting of shareholders in which the general goals of the Company's activities are determined;
- board of Directors He is the Supervisory Board - determines the tasks and ways to achieve them;
- managers to implement the tasks.
These three levels are enshrined in the company's charter and in the Federal Law "On Joint-Stock Companies".
According to Article 48 of this regulatory act to the exclusive competence of the General Meeting of Shareholders belong:
amendments and additions to the Charter of the Company or the approval of the Company's Charter in the new edition;
reorganization of society;
the liquidation of society, the appointment of the liquidation commission and the approval of the interim and final liquidation balances;
determination of the quantitative composition of the Board of Directors (Supervisory Board) of the Company, the election of its members and the early termination of their powers;
determining the number, nominal value, category (type) of the announced shares and rights provided by these shares;
an increase in the authorized capital of the Company by increasing the nominal value of the action or by placing additional shares, if the Company's charter in accordance with this Federal Law, an increase in the authorized capital of the Company by placing additional shares is not related to the competence of the Board of Directors (Supervisory Board) of the Company;
reducing the authorized capital of the Company by reducing the nominal value of shares, by acquiring a part of the shares in order to reduce their total number, as well as by repaying the shares acquired or repurchased by the Company;
education of the executive body of society, early termination of its powers, if the charter of society, the decision of these issues is not related to the competence of the Board of Directors (Supervisory Board) of the Company;
election of members of the Audit Commission (Auditor) of the Company and early termination of their powers;
approval of the Company's auditor;
approval of annual reports, annual accounting reporting, including income reports (profit and loss accounts) of society, as well as the distribution of profits, including payment (announcement) of dividends, and the Company's losses based on the results of the financial year;
determination of the procedure for maintaining the general meeting of shareholders;
election of members of the counting commission and early termination of their powers;
crushing and consolidation of shares;
making decisions on the approval of major transactions and transactions with interest in cases provided by law;
acquisition by society of placed shares;
making a decision on participation in holding companies, financial and industrial groups, associations and other associations of commercial organizations;
approval of domestic documents governing the activities of the Company's bodies.
To manage business managers must have authority, and for effective management, they must be responsible for using these powers.
Peter Drükner writes that outside the responsibility "Professional managers become enlightened tyrants, and enlightened tyrants, whether Platonic rulers or the main managers, are not able to manage or impossible on their throne" and it is impossible to argue with it.
The need to develop and improving corporate governance
The development of corporate governance contributes to the achievement of positive effects:
- increasing the investment attractiveness of the company;
- investment for the long term; improving performance;
- reduction of costs to obtain bank loans;
- increase in the company's market value;
- facilitating access to capital markets;
- improving the image and reputation of the company.
Investors basically pay attention to how corporate governance in Russia is organized. They predeter the following goals:
conducting a comparative analysis of the foundations of corporate governance in companies of various sectoral oriencies, organizational and legal form of ownership, scale, etc.;
understanding the specifics of the Company's activities; determining the degree of transparency of operations;
forecast and assessment of possible risks; Receiving information for final management decisions.
The introduction and application of the fundamental principles of corporate governance in the practical activity of the organization will have a direct economic effect. Improving the existing corporate governance system, domestic business structures makes it possible to receive an additional premium to the price of own shares, the size of which will be from 20 to 50%.
Effect of corporate governance
The size of the saved funds, the amount of income that the optimization and the transparency of the management is generated determines the effectiveness of the corporate governance system. However, the main indicator is the amount of funds for the contribution to the company with corporate governance of potential investors.
In the United States and the United Kingdom, investors can pay 18% more for the promotions of enterprises, if they are convinced of an effective corporate management management than for the securities of companies with the same financial indicators, but an imperfect management method.
Talks practices
Dmitry Khlebnikov, Director of the Center for Management of Transformations of MMC Norilsk Nickel, Moscow, Moscow
Calculate the direct benefit from the development of the management system cannot, too many different factors affect the capitalization and profit of the company. How to calculate benefits from cutting the company's headload? How to measure the effect of excluding unnecessary works and dismissal of "functional homeless"? How to assess the consequences of the enthusiasm that appears from the manager when it is clear and clear tasks before it, when does he have real-control levers and responsibility for the results?
For example, over the past two years, the cumulative capitalization of the Norilsk Nickel group has grown by 170%, but what is the proportion of our work in this value, I can't evaluate. During the first quarter of this year, administrative costs decreased by 5%, but it is impossible to attribute this effect only to the work of the company's head of the company's head or an increase in the effectiveness of individual managers.
The cost of borrowing for our company decreased by 1%. Against the background of hundreds of millions of US dollars, we operate, these are huge amounts, but how much money is attributed to our activity, I do not know. We work together, and our results are common. But the fact that the management and shareholders of the largest mining and metallurgical company support the transformation launched by us, speaks many things.
Information about the author and company
Dmitry Khlebnikov, Director of the Center for Transforming Transforming MMC Norilsk Nickel, Moscow. The Norilsk Nickel company is the largest in Russia and one of the world's largest mining and metallurgical enterprises. Produces copper, nickel, platinum, palladium and platinum group metals. The company's share in Russia's GDP is 1.9%, in the amount of industrial production - 2.8%. The company is a "regional-forming" for the Norilsk Industrial Region.
1. The role of the effectiveness of the corporation management in increasing the viability of entrepreneurship.
Performance and efficiency play a key role in increasing the viability of national entrepreneurship and, accordingly, the management system as the entire economy as a whole and individual enterprises. The effectiveness of the management system is largely defined as the ratio of the results of the work of the enterprise and resources used to receive them.
Efficiency, as a rule, can be measured in quantitative indicators, since it is possible to give a monetary assessment of its inputs and outputs. The relative effectiveness of the organization is called performance. As for productivity, it is defined as the ratio of the number of units at the output to the number of units at the entrance, or, in other words, it has a quantitative expression. If, with an increase in the volume of products, it has a lower quality, we are talking about reducing productivity. The same is true if the number of defects will be high. Thus, the key component of performance is quality.
Obviously, performance at all levels of the enterprise is a determining factor for surviving and achieving success in competition. A competitive corporation is an effective business system that can conquer and maintain a substantial market share, and, therefore, to ensure income growth and financial well-being. The result of high competitiveness is: the availability of its own opportunities to finance the development of science and production, stability and resilience to changes in the market, the ability to fully and on time to fulfill the defense order, high attractiveness for investors and lenders, the availability of additional opportunities for solving social problems.
In the Epoch of the Globalization, the developed cooperation system should strive to concentrate on those elements of the production chain, which represent the greatest value and importance from the point of view of the competitive advantages of the enterprise. Effective corporation must maintain only those operations that cannot be effectively completed with competitors or are extremely important to ensuring market leadership. All that can be implemented by individual divisions or branches should be transferred to cooperation partners. This, on the one hand, will allow the Corporation itself to concentrate organizational and financial resources at the most important direction, on the other, will ensure the flexibility and stability of the components of its divisions and nodes.
A greater sales give a more productive organization more money in order to invest them in resources, including the best plants, the best equipment, the best technology, which may continue to contribute to improving productivity. And if the gap becomes large, then less productive organizations will ultimately fail.
Performance and effectiveness of managers of all levels not least depend on the level of their theoretical knowledge and practical skills in the management of economic activities, their creative approach to solving facilitated units and enterprise as a whole, the ability to find the most optimal ways to achieve fundamental goals Enterprises. Each specialist in developing and implementing new technologies, materials and products, feasibility studies of expansion and diversification of production should be sure that the manufactured products will be in demand in the market. This requires certain knowledge in the field of innovation, marketing, planning, formation of investment capital, production costs, etc. Thoughtful, clear setting of goals and objectives to achieve them, maximum use of relevant economic information and levers of management mechanism when conducting applied research, design, production economic and foreign economic activity will allow to make optimal solutions that provide organizations with the highest productivity, i.e. The highest result with minimal efforts.
Considering the problem of management efficiency, it is impossible not to affect another very important issue regarding the provision in modern conditions of the competitive advantage achieved mainly by introducing innovative technologies, high-level intellectual scientific potential of personnel, highly qualified labor, developed marketing infrastructure, etc.
The effectiveness of the corporate type of entrepreneurship is achieved by:
Ensuring the organizational and managerial structure of market orientation both for the entire corporation as a whole and for its individual units;
Orientation of all divisions of the corporation on innovative technology, new methods of organizing labor, production, marketing service, etc.;
Stimulating the labor motivation of each business entity;
Ensuring highly profitable production in each production division of the Corporation.
It is important to consider the fact that "the speed and sales of products allow the management to decide how successfully the company has been operating towards achieving the desired results.
2. Modern concepts on corporate efficiency issues
In relation to the problem of the effectiveness of the corporation among specialists, disputes and discussions are conducted between adherents of two concepts - share capital and groups interested in the success of the enterprise. The essence of these disputes is to which the goal should be pursued by the management of enterprises: a stable increase in the cost of share capital or accounting and implementation of the interests of other groups associated with the activities of the enterprise. Having mainly microeconomic arguments, supporters of the concept of share capital reproach their opponents in the fact that they are more interested in strengthening their own positions than in strengthening the enterprise's position by increasing its value. Supporters of the concept of interest groups accuse the adherents of the concept of share capital in the fact that they, taking place only for obtaining immediate profits, forget about the prospective goals and interests of the corporation. There are also such economists who advocate the achievement of a reasonable equilibrium of the interests of the arguing parties.
According to the Swiss economist and political scientist V. Hil, the concept of share capital is designed to provide the management system of the most rational and efficient management of the enterprise that guarantees it a stable strategic success, the preservation of its segment in the market and lasting position in the competitive environment. However, as Hil's rightly emphasizes, the management of the enterprise should be aware of the fact of the existence along with the shareholders of other interested groups and organizations that may submit their own claims. It is necessary to take into account the fact that in addition to individuals, institutional investors are often advocated as shareholders, including pension funds, insurance companies, charitable organizations. In this context, the political task of the management system is to satisfy these claims while maintaining the competitiveness and legitimacy of the enterprise. In this capacity, the concept of interested groups is often regarded as synonymous with the social responsibility of the enterprise.
3. Indicators and methods for assessing the effectiveness of corporation management.
The main indicator in which you can estimate the activities of the head is the managementability of the enterprise. For the Russian leader, handling is reduced primarily to controlling production. An important indicator of effective management is also the level of implementation of decisions taken.
The management system is fully responsible for developing and implementing a strategy designed to provide a sustainable position in the market and raising its market value. The task of the management system ideally is to acknowledge the system of indicators and regulations of the company to maximize profits per unit cost per unit of time or long-term perspective. Evaluation of the results of the enterprise, the choice of the main directions and the achievable pace and development options, the system of stimulating the working, the entire strategy of the enterprise, it is necessary to establish based on this criterion. This, in turn, suggests that when planning the factors of production and forming a portfolio of orders, priority should be given to the goods and services that are able to ensure maximum profit growth.
Increased competitiveness can be achieved thanks to the targeted implementation of innovative technologies. Only the growth of the market share and profits of the corporation is insufficient, it is also necessary to ensure the influx of new investments and a high level of value added.
An indicator of control efficiency in this context is to exempter the amount of the total income of the enterprise of the amount of indicators of individual divisions. If such a goal is unattainable, then preference should be given to the dismemberment of the corporation, and each of the allocated economic units should be able to independently speak in the markets of goods and capital. It is assumed to be refusing the principle of subsidizing certain unprofitable business units that are either subject to restructuring to make their profitable, or should be sold from trading.
Especially important to ensure the efficiency of the management system has the development of creative solutions, in the process of which all levels of management should be involved. The larger the company, the greater the importance of planning and optimization of the control system and structure acquire. In large companies, as many domestic and foreign sources say, over time, the phenomenon of "reduction of manageability" occurs. It is expressed in the fact that a well-organized succeeding enterprise cannot develop further without reducing efficiency. At such enterprises in the West, especially in the United States, special managerial consulting firms were created, aimed at improving the management system. This allowed them to form schools reflecting the management strategy and organizational policy of management.
4. Corporation Management Efficiency Factors
The management system, whatever perfect it, does not guarantee an increase in the efficiency of the organization. The management process is a tool based on the external environmental factors. In the planning process, the enterprise's management determines the main objectives of the organization, paths and means of their optimal achievement, based on the assessment of the needs and factors of the external environment, which in one way or another can restrain them to implement or contribute to this. Most managerial solutions have both positive and negative consequences. Effective management is a complex process when it is required to go to the intentional sacrifices necessary to achieve the main goal of the enterprise.
The most successful and prosperous enterprise is considered when it seeks an annual reduction in the cost of a unit of products, but not due to its quality. Important means of increasing production efficiency are the transition to the update of equipment, technology, design solutions, changes in the range, replacement of products produced in demand or to advance it. In a market economy, the performance and efficiency of the enterprise is largely determined by markets. By virtue of this, the attractiveness of the environment as an indicator of growth, capacity and market quality is particularly important for the corporation. Factors contributing to a noticeable improvement in the ratio of the manufacturer with buyers are primarily a frequent changeability of the range of products supplied, production cycle time, quality and timeliness of delivery, etc.
The effectiveness of corporate governance is largely determined by the depth of understanding of reality, or, in other words, a clear vision of the determining factors of production and its development. Optimization of corporate governance, carried out on the basis of solid knowledge and skillful practice, is the choice of the right strategic and tactical objectives.
One of the important factors contributing to improving the effectiveness of the management system is the presence of it clearly and clearly formulated strategic guidelines. In turn, the main goal of the management system is to increase the efficiency of the corporation. Therefore, it is not surprising that, resorting to innovations in the production, placement of resources, marketing and carrying out structural transformations of both the Corporation itself and its management system, corporate executives justify their actions to the desire to ahead of those or other possible steps of competitors who may damage their market positions. .
An indicator of the economic effect on the implementation of innovations is the excess of the cost of results over the total costs of resources spent on obtaining these results. When calculating the economic effect, first of all, the results should be taken into account not only at a specific place of application of innovations, but also in related industries from the point of view of their influence on the final indicators of the development of the entire national economy.
If the cost of the management process exceeds a positive result from its use, then the question arises to either completely rebuild the entire management system, or take steps to improve these nodes, or think about any other form of organization or ordering Corporation activities. This is especially true for small enterprises that do not have full independence and, by virtue of this, seek to engage in the technological process of a large company.
Normally working corporations have opportunities to improve efficiency by minimizing management costs and improving the intra-profit structure. In such a corporation, management should strive to obtain comprehensive information on sales volumes provided by the solvent demand for consumers of its goods and services. For production should be selected products that meet the requirements of complete self-sufficiency and self-financing, i.e. Allows extended reproduction at the expense of sales revenue. It is necessary to calculate the minimum required level of profitability of production, which implies such a magnitude of the profit remaining at the disposal of the company, which would be sufficient.
According to a number of researchers, in such corporations an important factor in improving efficiency can be the transition from the functional-structural model of the company to the process-role-based. This will provide an opportunity to reduce total management costs, since this approach involves a fairly noticeable reduction in the levels of the hierarchy, the transition from the bulky hierarchical to the horizontal, or so-called network, the type of management providing for a more or less significant reduction in the gap between the managers and managed, the result of which is to a minimum cost of organizational and management structure.
To solve the problems of minimizing management costs and increase profitability, many enterprises go to the change in the structural unit using evolutionary network principles or more radical reengineering technologies, which, as a rule, lead to a fundamentally new structure of the company as a set of coordinated business processes.
When identifying and evaluating the factors that have a significant impact on the effectiveness and effectiveness of production and management of them, it is important to account for institutional aspects, which primarily regulatory and legislative bases. From this point of view, to form and strengthen an effective economic system in Russia, which meets international standards, it is necessary to create technological and economic institutions of the world-class, fully taking into account both the world experience of entrepreneurship and national historical, sociocultural traditions of the country that have a significant impact. on the shape and character of Russian entrepreneurship.
Of course, the big emphasis should be made on the policies of innovation, investment and structural restructuring of industrial production. In this regard, a strategy aimed at preventing political, commercial and other risks to prevent political, commercial and other risks to prevent political, commercial and other risks, which can have a significant negative impact on the efficiency and effectiveness of the enterprise.
One of the important problems of Russian enterprises is that current interests are raised above promising, strategic goals are sacrificed to momentary successes.
As the experience of Russian corporations of recent years shows, the formal transparency and openness of some of them in relation to small shareholders increased precisely as the control of the control as a whole and, in particular, the assets of subsidiaries.
Aza of the modern theory of corporate governance says that the unreasonable plan deprives executors of any motivation and interest in its implementation.
Mergers and acquisitions are considered as a way to reduce costs, increasing profits, expanding market share, efficient use of new technological, market, diversification capabilities, etc. However, as the accumulated experience shows, mergers and acquisitions are not always and do not necessarily bring expected results, which, in particular, is evidenced by the fact that it was often previously the spinning companies disintegrate.
Low dynamic abilities, such as low innovative potential, inability to quickly adapt to changes in the market and manage knowledge are the main reasons for the weak competitive position of Russian companies. From this point of view, it is especially important to emphasize that for success in competitive struggle, it does not matter what assets this company has in a specific period, and at what speed it is capable of creating the necessary assets and develop them. As for external and internal factors, they provide corporations essential, threshold competitive advantages. However, it is impossible to forget that to create and master these advantages requires a significant period and experience in the relevant industry.
5. Principles of functioning of highly efficient organizations
The basic principle of functioning of highly efficient organizations is the principle of minimizing costs and increasing the profitability of enterprises.
A significant part of the forms and ways to reduce production costs, in fact, is available to all forms of entrepreneurship organization - from large corporations to small firms - and in this regard does not have any serious attitude towards the forms of enterprises. However, the three following forms play a significant role in the differentiation of enterprises:
Saving on scale;
Specialization;
Production flow control.
To reduce costs through the expansion of production, the company should develop products and the organization of sales, designed for a very large market. To reduce costs through specialization, firms are focused on a narrow segment of the market with a smaller variety of products. Saving on expanding the scale of production is common to large firms, and the strategy of specialization is for small. Which methods provide lower costs, depends on the production and sales technology, and on the requirements imposed by consumers to this industry.
Over the past decade, the most successful international corporations rebuilt their business in accordance with the principles of highly efficient organizations in the United States, Europe and Japan, which in practice has proven their advantages over traditional structures.
The main principles of such systems are:
Orientation of production units on consumers;
Delegation of authority and responsibility at a lower level;
Modernization of management structures in the direction of reducing the central offices;
Reengineering of business processes based on the wide use of information technologies;
The presence of completely defined criteria for evaluating efficiency.
However, as experience showed, it is integrated structures that are rigidly managed from the center, as a rule, lead to the loss of competitive positions.
With all the differences between these and other approaches, the differences are combined by the fact that the competitive advantage is based on its improvements, innovations and change. Firms receive advantages over international rivals, as they capture a new basis for competition or find new and more efficient means of conducting competition in old. In this regard, interest is the so-called method of competitive forces developed by M. Porter. In particular, he argued that the actions of the firm should be aimed at creating external competencies by capturing weakly precious favorable market positions, as a result of which the firm would be able to receive a greater than earlier profit. According to Porter, the structure of the industry strongly affects the rules for competition and the choice of strategies available to firms. Here, the object of strategic management, analysis and decision-making is a certain product or type of service.
Many corporations are transferred to the traditional dispute about the merits and disadvantages of organizations on the approach, according to which this or that enterprise reaches a long-term competitive advantage by strengthening its internal competencies, such as productivity and performance. At the same time, special attention is focused on the firm-specific opportunities and assets, which determine the success of the company: a highly efficient marketing system, efficient production, a strong division on business intelligence. It is assumed that the firm that has reached high organizational and technological maturity is able to compete on any markets with any firms.
Another famous by achieving a competitive advantage is to achieve a monopoly position on the relevant market segment through full suppression of competition.
The managers should make great efforts to approve such forms of behavior that, without damaging the corporation's reputation, nor its competitive interests, would facilitate the search for new opportunities that all interested parties could take advantage of the optimal solutions designed to ensure maximum efficiency as separate divisions and corporations as a whole both for every specific period of time and for the future. One of the directions of such searches could be the development and implementation of measures and steps designed to prevent possible negative consequences of the activities of the enterprise for a separate person, of those or other social groups, societies and the natural environment.
It is important to consider that in the field of view of the stock speculators playing a decrease in the course of shares, they are usually weak non-competitive firms that use their resources inefficiently, and not successful firms that occupy a solid position in the market and in a competitive environment. Successfully existing enterprises have great opportunities to protect their interests and more or less successfully achieve the implementation of their goals.
6. Modern management efficiency tools
The so-called concept of comprehensive quality management (Total Quality Management - TQM), which has developed in the mid-1980s, primarily in the mid-80s, is primarily in the mid-80s, primarily interested in providing their competitive positions as national and on The global market from the unrestrained expansion of Japanese goods. According to experts, A. Shukhart, U. Edward Deming, J. M. Giuran, Faigebaum, F. Crosby, K. Isikova, and others were made to the development and implementation of this concept. The activity of the enterprise is concentrated on the achievement of one main goal, namely to meet the needs of the consumer. It is the focus on achieving this goal that serves as a condition for solving other strategic decisions. It is especially important that the achievement of high quality is ensured by participation in its implementation of all without exception workers without separation from production. Moreover, the role of a specially dedicated quality control function decreases, and the role of quality control at each workplace increases. The so-called quality mugs created in Japanese enterprises played a big role in the development of such an approach, and then borrowed by Western enterprises. These groups of employees or workers who are as aimed at improving the quality of products on voluntarily collected regular meetings discuss proposals for its improvement. A number of provisions of the TCM concept are reflected in the 1SO 9000 series developed by the International Standardization Standardization Series, which establish a certain minimum requirements to be compliance to ensure the quality and regulation of relations between the manufacturer and the consumer of products.
The concept of TQM is based on the following fundamental principles:
The orientation of the organization's activities on consumers, whose requirement to meet the success of the organization;
Continuous improvement of production and quality activities;
Participation of all personnel in solving quality issues;
Displacement of the center of gravity effort to ensure quality in the direction of improving personnel management;
Prevention of quality inconsistencies with the requirements of the consumer, and not their elimination;
Quality assurance is considered as a continuous process of improving the organization's activities, and the quality of the final product is as a result of the achievement of quality at all stages of its production.
One of the means of improving the activities of the organization - but-control system is the so-called benchmarketing. Not representing a tool for collecting information, even in a limited form, it gives an idea of \u200b\u200bconsiderable outdoor opportunities. In the case of involving a rather significant number of employees of the company, it is possible to obtain a large number of innovation proposals that can be used with great benefit in the interests of the corporation. It is even about the possibility of changing not only tactical, but also strategic installations of the company. Benchmarking pursues the following goals:
Determination of the company's competitiveness and its weaknesses;
Awareness of the need to change;
Selection of ideas on the fundamental improvement in business processes;
Identifying the best techniques of work for companies of this type;
Development of innovative approaches to improving business processes;
Development of new techniques for improving the quality of services provided and efficiency, etc.
Thus, benchmarking contributes to the formation of a different style of work, a new stimulating and competitive intra-profit culture.
Depending on the purposes, several varieties of benchmarking are distinguished:
interior- Comparison of the nature and quality of the work of similar divisions within the company, often the same unit within a certain time. This is the initial step that the enterprise must be done;
competitive - Comparison of the quality of the work of this company with its competitors in the market. In practice, such a comparison is carried out constantly, since it is an essential part of the business strategy;
functional (at the industry level) - assessment of the company's position in the industry. This is necessary to compare the cost-effective indicators with indicators similar to the nature of the works performed. However, caution should be taken when interpreting data, since such a comparison may not be correct in all cases.
Oddly enough, this will sound, the practice of corporate governance has been there for several centuries. Recall, for example: in the Shakespeare "Venetian merchant", the unrest of the merchant, forced to entrust the care of their property - ships and goods to other persons (speaking in modern language, separating property from controlling it). But the full-fledged theory of corporate governance began to form only in the 80s. last century. True, at the same time, the ability to comprehend the established realities was more than compensated by the research "boom" and the activation of the regulation of relations in this field. Analyzing the peculiarities of the modern era and the two preceding, scientists conclude that in the XIX century. The engine of economic development was entrepreneurship, in the XX century - management, and in the XXI century. This feature proceeds to corporate governance.
In the article offered to the attention of readers, we will analyze the main theoretical concepts that are used in this area, consider the benefits of creating an effective corporate governance system and present the results of a special study conducted in four Russian regions.
Corporate Governance: What is it?
Now in developed countries, the foundations of the system of relations between the main applicants of the corporate "performance" are already clearly defined (shareholders, managers, directors, creditors, employees, suppliers, buyers, government officials, residents of local communities, members of public organizations and movements). Such a system is created to solve the three main tasks of the Corporation: ensuring its maximum efficiency, attracting investments, fulfilling legal and social obligations.
Corporate Management (Corporate Management) and Corporate Governance (Corporate Governance) are not the same. Under the first term, the activities of professional specialists are meant during business operations. For example, management focuses on business mechanisms. The second concept is much wider: it means the interaction of many persons and organizations related to the most different aspects of the firm's functioning. Corporate governance is at a higher level of management company, rather than management. The intersection of the functions of corporate governance and management takes place only when developing a company development strategy.
In April 1999, in a special document approved by the Organization of Economic Cooperation and Development (it unites 29 countries with a developed market economy), 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 to enhance economic efficiency is 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 defines mechanisms with which The objectives of the company are formulated, the means of their achievement and control over its activities are determined "(1). There were also described in detail five main principles of proper corporate governance:
- Rights of shareholders (the corporate governance system should protect the rights of owners of shares).
- Equal attitude to shareholders (the corporate governance system should ensure equal attitude towards all owners of shares, including small and foreign shareholders).
- The role of interested persons in the management of the corporation (the corporate governance system should recognize the laws of stakeholders established by the law and encourage active cooperation between the company and all interested parties in order to multiply public wealth, the creation of new jobs and achieving the financial stability of the corporate sector).
- Disclosure of information and transparency (the corporate governance system should ensure timely disclosure of reliable information about all the essential aspects of the corporation, including information on the financial position, the results of activities, the composition of the owners and management structure).
- Responsibilities of the Board of Directors (the Board of Directors provides strategic management of business, effective control over the work of managers and is obliged to report to shareholders and the company as a whole).
A completely briefly 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).
In developed countries, two main models of corporate governance are used. Anglo-American operates, in addition to the United Kingdom and the United States, also in Australia, India, Ireland, New Zealand, Canada, South Africa. The German model is characteristic of Germany itself, some other countries of continental Europe, as well as for Japan (sometimes the Japanese model is distinguished as independent).
The Anglo-American model acts where the dispersed structure of share capital has been formed, i.e. Many minor shareholders prevail. This model implies the existence of a single corporate "headquarters" - the Board of Directors, which is engaged in both supervisory and executive functions. The proper implementation of both functions is ensured by the formation of this body from non-executive, including independent directors ("controllers"), and executive directors ("managers"). The German model develops on the basis of a concentrated structure of share capital, in other words, when there are several major shareholders. In this case, the Company's management system is a two-level and includes, firstly, the Supervisory Board (it includes representatives of shareholders and employees of the Corporation; Usually the interests of personnel are trade unions) and, secondly, the executive body (board), whose members are members Managers. The peculiarity of such a system is a clear separation of the functions of supervision (given by the Supervisory Board) and execution (delegated board). In the Anglo-American model, the Board as an independent body is not created, it is actually "built-in" to the Board of Directors. The Russian corporate governance model is in the process of formation, and it shows the features of both described above samples.
Effective corporate governance: the importance of the implementation of the system, the cost of its creation, the demand from companies
Companies that comply with high standards of corporate governance, as a rule, gain wider access to capital compared to corporations managed in improperly and exceed the latter in the long run. The securities markets on which the strict requirements for the corporate governance system are facilitated to reduce investment risks. As a rule, such markets attract more investors who are ready to provide capital at a reasonable price, and turn out to be much more efficient, bringing together capital owners and entrepreneurs who have the need for external financial resources.
Effectively managed companies make a more significant contribution to the national economy and the development of society as a whole. They are more resistant to a financial point of view, provide a greater cost for shareholders, workers, local communities and countries in general. These are different from inefficiently managed companies, such as ENRON, whose bankruptcy is caused by reducing jobs, loss of pension deductions and can even undermine the credibility of the stock markets ..
Easily access to capital market
Corporate Governance Practice is a factor capable of determining the success or failure of companies when entering the capital market. Investors perceive efficiently managed companies as friendly, inspiring more confidence that they are able to provide shareholders an acceptable level of investment yield.
The new requirements for registration of shares adopted on many stock exchanges of the world determine the need for companies with increasingly stringent corporate governance standards. Among investors, there is clearly a tendency to include corporate governance practices in the list of key criteria used in the process of investment decisions. The higher the level of corporate governance, the greater the likelihood that assets are used in the interests of shareholders, and not unfold by managers.
Reducing the cost of capital
Companies that follow appropriate corporate governance standards can reduce the cost of foreign financial resources used in their activities and, therefore, reducing capital value as a whole. This pattern is particularly characteristic of countries such as Russia, in which the legal system is in the process of becoming, and judicial institutions do not always provide effective assistance to investors in case of violation of their rights (2). Joint-stock companies, who managed to achieve even small improvements in corporate governance, can obtain very significant advantages in investors in their eyes compared to other JSC, operating in the same countries and industries.
As you know, in Russia the cost of borrowed capital is quite high, and the attraction of external resources through the issue of shares is practically absent. This situation has developed due to many reasons, primarily due to the strongest structural deformation of the economy, generating serious problems with the development of companies as reliable borrowers and objects for investing shareholders' funds. At the same time, corruption is also played a considerable role, the lack of developing legislation and the weakness of the judicial enforcement and, of course, is flawed in corporate governance (3). Therefore, an increase in corporate governance can give a very fast and noticeable effect, ensuring a decrease in the cost of capital's capital and the growth of its capitalization.
Facilitating efficiency growth
Proper corporate governance can contribute to the achievement of high results and an increase in efficiency. As a result of improving the quality of management, the accountability system becomes clearer, improves supervision of managers and is strengthened by the connection of the system of remuneration of managers with the results of the company's activities. In addition, the decision-making process by the Board of Directors is improved due to reliable and timely information and increasing financial transparency. Effective corporate governance creates favorable conditions for planning the continuity of managers and sustainable long-term development of the company. Studies testify: High-quality corporate governance organizes all the business processes that occur in the company, which contributes to the growth of turnover and profits while reducing the volume of the required investment (4).
The introduction of a clear accountability system reduces the risk of discrepancies of the interests of managers with the interests of shareholders and minimizes the risk of fraud of the company's officials and making transactions in their own interests. If the transparency of the joint stock company increases, investors get the opportunity to penetrate the essence of business operations. Even if the information coming from the company raised its transparency turns out to be negative, shareholders benefit from reducing the risk of uncertainty. Thus, incentives are formed to the Board of Directors of Systematic Analysis and Risk Assessment.
Effective corporate governance, ensuring compliance with legislation, standards, rules, rights and obligations, allows companies to avoid costs associated with judicial processes, shareholders' claims and other economic disputes. In addition, the settlement of corporate conflicts between minority and supervisory shareholders is improved, between managers and shareholders, as well as between shareholders and stakeholders. Finally, executive officers get the opportunity to avoid tough penalties and imprisonment.
Improving reputation
In companies that adhere to high ethical standards that comply with the rights of shareholders and lenders and ensuring financial transparency and accountability, the reputation of zealous keepers of investors' interests will be formed. As a result, such companies will be able to become worthy "corporate citizens" and enjoy large public confidence.
The cost of efficient corporate governance
The organization of an efficient corporate governance system entails certain costs, including the costs of attracting specialists, such as corporate secretaries and other professionals necessary to ensure work in this field. Companies will have to pay remuneration to external legal advisers, auditors and consultants. The costs associated with the disclosure of additional information may be very significant. In addition, managers and members of the Board of Directors will have to devote to solving emerging problems, especially at the initial stage. Therefore, in major joint-stock companies, the introduction of a proper system of corporate governance usually occurs much faster than in small and medium, since the first people have the necessary financial, material, personnel, information resources for this.
However, the benefits of creating such a system significantly exceed the costs. This becomes obvious if, when calculating the economic efficiency, take into account the losses that may face: employees of firms - due to the reduction of jobs and loss of pension deductions, investors - as a result of the loss of invested capital, local communities - in case of collapse of companies. In an emergency, systematic problems in the field of corporate governance may even undermine the credibility of financial markets and become a threat to the stability of the market economy.
Demand from companies
Of course, the system of proper corporate governance is needed primarily by open joint-stock companies with a large number of shareholders who conduct business in sectors with high growth rates and are interested in mobilizing external financial resources in the capital market. However, its usefulness is undoubtedly for open joint-stock companies with a minor number of shareholders, closed joint-stock companies and limited liability companies, as well as for companies operating in industries with medium and low growth rates. As already mentioned, the introduction of such a system allows companies to optimize internal business processes and prevent conflicts, organizing properly relations with owners, creditors, potential investors, suppliers, consumers, employees, representatives of state bodies and public organizations.
In addition, any firm seeking to increase its market share sooner or later faces the limited internal financial resources and the inability to prolonged debt burden without increasing the share of equity in liabilities. Therefore, it is better to do the implementation of the principles of effective corporate governance in advance: this will provide the future competitive advantage of the company and thus will give her the opportunity to beat rivals. In other words, the bad is the soldier who does not dream of becoming a general.
So, corporate governance is not a fashionable term, but quite tangible reality. In countries with economies in transition, it is characterized by very essential features (as well as other market attributes), without understanding which it is impossible to effectively regulate the activities of companies. Consider the specifics of the Russian situation in the field of corporate governance.
The results of the study "Practice of corporate governance in the regions of Russia"
In the fall of 2002, Interactive Research Group, in collaboration with the Association of Independent Directors, conducted a special study of corporate governance practices in Russian companies. The study was carried out by order of the International Finance Corporation (International Finance Corporation, a member of the World Bank Group), with the support of the State Secretariat of the Economic Relations of Switzerland (SECO) and the Netherlands Ministry of Economy Agency (5).
The survey was attended by senior officials 307 joint-stock companies representing a wide range of industries and operating in four regions of Russia: Yekaterinburg and the Sverdlovsk region, Rostov-on-Don and the Rostov region, Samara and the Samara region, St. Petersburg. The uniqueness of the study is that it is focused on the regions and is based on a solid and representative sample. The averaged characteristics of the respondents' firms are: the number of employees - 250, the number of shareholders - 255, sales of 1.1 million dollars in the vast majority of cases (75%) on questionnaires answered the chairmen of the Board of Directors (Supervisory Boards), other members of the Board of Directors , general director or their deputies.
The analysis made it possible to identify the presence of certain general patterns. In general, companies that have achieved certain success in terms of corporate governance practices include those that:
- more by the magnitude of turnover and net profit;
- have a need to attract investment;
- regular meetings of the Board of Directors and Management Board;
- provide training of members of the Board of Directors.
Based on the data obtained, several key findings were made combined into four large groups:
- commitment to the principles of proper corporate governance;
- activities of the Board of Directors and Executive Bodies;
- rights of shareholders;
- disclosure of information and transparency.
1. Commitment to the principles of proper corporate governance
To date, only a few companies have implemented real changes in the field of corporate governance (KU), so it needs serious improvement. Only 10% of the companies are the condition of ku practitioners can be assessed as "relatively good", at the same time, the share of companies with unsatisfactory practices KU is 27% of the sample.
Many companies do not know about the existence of the Corporate Conduct Code (hereinafter referred to as the Codex), which was developed under the auspices of the Federal Commission for the Securities Market (FKSB) and is the main Russian standard of corporate governance. Although the Code is focused on the company with the number of shareholders more than 1000 (this exceeds the average number of shareholders for the sample), it is applicable to companies of any scale. Only half of the respondents know about the existence of the code, of which about one-third of them (that is, 17% of the whole sample) introduced his recommendations or intended to do it in 2003
Many companies plan to improve their practice ku and would like to get help for this. More than 50% of respondents intend to contact the services of CU consultants, and 38% of respondents suggest to organize training programs for members of the Board of Directors.
2. Activities of the Board of Directors and Executive Bodies Board of Directors
The Board of Directors (SD) go beyond the competence provided by Russian legislation. The advice of directors of some companies is either not aware of the limits of their powers, or deliberately ignore them. Thus, every fourth SD approves an independent auditor of the company, and in 18% of respondents' firms, the advice of directors elect members of the SD and terminate their powers.
Only a few members of the SD are independent. In addition, it is concerned about the problem of protecting the rights of minority shareholders. Only 28% of the surveyed companies have independent members at the Board of Directors. Only 14% of respondents the number of independent directors complies with the recommendations of the Code.
In the structure of the Board of Directors there are practically no committees. They are organized only in 3.3% of companies - research participants. Audit Committees have 2% of respondents. None of the firms independent director is the chairman of the Audit Committee.
Almost all companies meet the requirements of the Law "On Joint-Stock Companies" regarding the minimum number of directors. In 59% of companies in the composition of SD there are no women. On average, the number of SD members is 6.8 people, while only one of the members of the SD is a woman.
The meetings of the SD are held quite regularly. On average, the meeting of the Board of Directors is organized 7.9 times a year - this is a little less than indicated in the Code, which recommends such meetings every 6 weeks (or about 8 times a year).
Only a few companies organize training of members of the SD, they are very rarely addressed to the help of independent corporate governance consultants. Only 5.6% of respondents conducted training of members of the SD during the previous year. Even less companies (3.9%) used the services of consulting firms on QU.
The remuneration of SD members is low and, it is likely to be incompatible with responsibility. 70% of companies do not pay the work of the directors at all and do not compensate for them the costs associated with their activities. The average number of remuneration of the CD member is $ 550 per year; In companies with the number of shareholders 1000 and less - $ 475, and in companies with over 1000 shareholders - $ 1,200 per year.
The corporate secretary in companies with this position, as a rule, combines its main work with the performance of other functions. 47% of respondents indicated that they introduced the post of corporate secretary, whose main responsibilities are the organization of interaction with shareholders and assistance in establishing SD cooperation with other bodies of the company. In 87% of such companies, the functions of the corporate secretary are combined with the execution of other duties.
Executive bodies (board and general director)
Most companies have no collegial executive bodies. The Code recommends the formation of a collegial executive body - the Board responsible for the daily work of the Company, but this body is only available at one quarter of respondents.
In some companies, collegial executive bodies go beyond the competence provided for by Russian legislation. As in the case of the CD, the collegial executive bodies or do not fully understand, or deliberately ignore the limits of their powers. Thus, 30% of collegial executive bodies make decisions on the conduct of extraordinary audits, and 14% approve independent auditors. Further, 9% elect leaders of top links and members of the Board and terminate their powers; 5% elect the chairman of the Board and the Director General and terminate their powers; 4% elect the chairman and members of the SD and terminate their powers. Finally, 2% of collegial executive bodies approve of additional emissions of the company's shares.
Board meetings are less common than recommended by the Code. The meetings of the collegial executive body are conducted on average once a month. Only 3% of companies follow the recommendations of the Code of Conduction once a week. At the same time, the results of the study show: the more often the meetings of the Board are being held, the higher the profitability of companies.
3. Rights of shareholders
In all the companies surveyed, the annual general meetings of shareholders are held in accordance with the requirements of the Law "On Joint-Stock Companies".
All respondent firms comply with the requirements of legislation regarding the information channels used to notify shareholders on holding a general meeting.
Most of the research participants report shareholders to hold the meeting due,. At the same time, 3% of companies include additional issues on the agenda of the meeting without proper notification of shareholders.
In a number of SD or collegial executive executive bodies, have appropriated some powers of the General Assembly. In 19% of firms, the General Assembly does not provide the opportunity to approve the recommendation of the Board of Directors on the approval of an independent auditor.
Although the majority of respondents are informed of shareholders on the results of the General Assembly, many companies do not provide any information on this issue shares. The results of the General Assembly are not reported to shareholders of 29% of the surveyed companies.
Many firms do not fulfill their obligations to pay dividends on privileged shares. Almost 55% of respondents who have preferred shares have not paid declared dividends in 2001 (the number of such companies turned out to be 7% more than in 2000).
Often, the payment of announced dividends is carried out with a delay or does not occur at all. The results of the study show that in 2001, 35% of companies paid dividends after the expired 60 days from the date of the payment announcement. The code recommends that pay no later than 60 days after the announcement. At the time of study, 9% of companies did not pay dividends announced from the results of 2000.
4. Disclosure of information and transparency
94% of companies do not have internal documents on information disclosure policies.
The ownership structure is still a well-protected secret. 92% of companies do not disclose information about major shareholders. Almost half of these firms have shareholders who have more than 20 percentage of share capital, and 46% has shareholders who have more than 5% of the placed shares.
Almost all respondent firms provide shareholders their financial statements (this does not make only 3% of companies).
In most companies, the practice of an audit leaves much to be desired, and in some firms the audit is conducted extremely careless. 3% of respondents do not conduct an external audit of financial statements. Internal audit is absent in 19% of companies with auditing commissions. 5% of the research participants do not have the Audit Commission provided for by the Law "On Joint-Stock Companies".
The procedure for approving the external auditor with many respondents has serious concern regarding the independence of the latter. According to Russian legislation, approval of the external auditor is an exceptional prerogative of shareholders. In practice, an auditor claims: in 27% of companies - the advice of directors, in 5% of companies - executive bodies, in 3% of companies - other bodies and persons.
Audit CD Committees are organized very rarely. No company from the presented in the sample has a committee on audit, entirely consisting of independent directors.
International Financial Reporting Standards (IFRS) begin to extend, and it is especially characteristic of companies in need of attracting financial resources. Reporting in accordance with IFRS is currently being prepared by 18% of respondents, and 43% of respondents intend to introduce IFRS in the near future.
According to the results of the survey, the respondent companies were evaluated in accordance with 18 indicators characterizing the practice of corporate governance and distributed in the four mentioned groups.
- training of SD members;
- an increase in the number of independent directors;
- formation of key committees of the SD and the approval of an independent director Chairman of the Audit Committee;
- accounting of accounting in accordance with international financial reporting standards;
- improving disclosure of information about interested transactions.
Based on 18 indicators, a simple corporate governance index was built. It allows you to carry out a quick assessment of the general state of KU in respondent companies and serves as a point of reference for further improvement of ku. The index is based as follows. The company receives one point if any of the 18 indicators has a positive value. All indicators have the same value to determine the situation in the field of corporate governance, i.e. They are not assigned different weights. The maximum number of points is thus amounting to 18.
It turned out that CU indices in companies - participants in the study differ significantly. The best JSC received 16 out of 18 points, the worst - only one.
At least ten positive indicators have 11% of the sampling companies, i.e. Only every tenth AO practice ku can be considered generally relevant to proper standards. The remaining 89% of respondents perform less than 10 of the 18 indicators. This demonstrates the need for serious work to improve the practice of KU in the overwhelming majority of joint-stock companies presented in the sample.
Thus, Russian companies have a lot of work to improve the level of corporate governance. Those of them who are able to achieve success in this area will be able to improve their effectiveness and investment attractiveness, reduce the cost of attracting financial resources, and eventually get a serious competitive advantage.
- Principles of corporate management OECD. 1999- S. 5, 9- (www.oecd.org/dataoecd/46/38/435443o.pdfl.
- See Corporate Governance, Investor Protection and Performance in Emerging Markets // World Bank Policy Research Working Paper. 2818. APRIL 2002.
- See OPACITY INDEX. - PricewaterhouseCoopers. January 2001.
- Gompers P., Ishiij., Metrick A. Corporate Governance and Equity Prices // Nber Working Paper. N w8449. August 2001.
- The full text of the report is presented on the WEB project "Corporate Governance in Russia" project (http://www.2.ifc.org/rcgp/documents/ifc_cg_survey_rus.pdf).
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