Corporate governance and corporate policy. Theoretical aspects of legal support of the Russian model of corporate governance

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

What is corporate governance?

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

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

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

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

Awareness of the subject of corporate governance;

Determining the legal force and status of corporate governance codes;

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

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

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

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

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

1. Basic concepts of corporate governance

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

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

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

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

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

Secondly, a widespread form of organization of entrepreneurial activity in developed countries, providing for shared ownership, legal status and concentration of management functions in the hands of the upper standard of professional managers (managers) working for hire.

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

· Independence of the corporation as a legal entity;

· Limited liability of each shareholder;

· The possibility of transferring shares owned by shareholders to other persons;

· Centralized management of the corporation.

Corporate management and corporate governance are not the same thing.

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

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

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

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

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

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

· A system of accountability of managers to shareholders;

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

· A means of ensuring a return on investment;

· A way to improve the efficiency of the company.

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

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

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

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

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

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

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

CG can be summarized in three major areas:

· Management of property or block of shares;

· Management of production and economic activities;

· Management of financial flows.

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

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

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

CU subject- board of directors, headquarters, etc.

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

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

2. Subject and essence of corporate governance

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

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

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

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

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

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

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

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

3. The main elements of the corporate governance system

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

The streams in this system are distributed as follows:

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

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

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

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

Participation in the board of directors. The basic idea of ​​the board of directors is to form a group of persons who are free from business and other relationships with the company and its managers and who have a certain level of knowledge about its activities, who exercise oversight functions on behalf of the owners (shareholders or investors) and other interested groups. At the same time, both weak control over the company's management and excessive and irresponsible interference of the board in the work of managers are possible.

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

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

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

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

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

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

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

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

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

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

Bankruptcy- this method of control over the activities of the corporation, as a rule, is used by creditors in the event that the company is unable to make payments on its debts and the creditors do not approve of the crisis recovery plan proposed by the company's management. Within the framework of this mechanism, decisions are guided primarily by the interests of creditors, while the claims of shareholders in relation to the company's assets are satisfied last. The management personnel and the board of directors lose the right to control the company, it passes to a court-appointed liquidator or liquidator.

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

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

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

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

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

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

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

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

4. Principles of corporate governance.

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

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

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

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

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

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

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

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

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

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

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

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

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

These principles are the basis for corporate rule-making.

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

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

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

International principles of corporate governance

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

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

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

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

As soon as there is a community of people called a corporation, then for it to function it needs to be managed.

Corporate governance (management) is a professionally carried out management of the corporation's activities in market conditions, aimed at achieving business goals and making a profit through the rational use of resources. In a narrow sense, management is the influence of one person or a group of persons (managers) on other persons to induce them to take actions corresponding to the achievement of the set goals, while managers assume responsibility for the effectiveness of the impact.

In connection with the complexity (ambiguity) of this basic concept, we will consider several basic considerations that further reveal its essence.

I. There are different approaches to understanding corporate management. One of them, let's call it object, is based on understanding and assessing the features of the control object. The existence of a joint stock company, the common interests of shareholders determine the purpose of management and, accordingly, its mechanism, which are implemented by hired managers.

There is a culturological approach to understanding corporate management. Its essence lies in the fact that corporate management is based on a management culture called corporate culture. With this approach, the main thing is not so much the structure of the organization as the style of management and the socio-psychological atmosphere of activity, the combination of formal and informal management, cultural and integration processes, motivation and other factors of this series.

Corporate management can also be viewed from the standpoint of organizational behavior. In this case, the emphasis is placed on the factors of the relationship between the forms of organization and the behavior of personnel.

There is also such an idea of ​​corporate management, in which its supporters strive not to burden this concept with any peculiarities, but to use it as a synonym for a good, effective organization and successful management.

There are several distinctive signs corporate management as a type of management.

1. Share ownership. It generates a compromise of interests, reduced to a common goal, allows you to create a mechanism for the democratic solution of basic problems and, in accordance with this, choose such organizational forms of management that would motivate the integration processes in the organization.
2. Organizational integration, "fueled" by a certain type of organizational behavior of staff and a democratic style of management.
3. An external environment that serves as a factor in the "recognition" of the integrity of the organization and its special qualities as a corporation.
4. The attitude of the staff to the organization (firm), which makes it possible to operate more successfully with the management priorities.
5. A corporate culture that “holds together” all of the above factors and is expressed in a complex of characteristics such as attitudes, values, interests, habits, social norms of behavior, traditions, limitations, expectations and fears.

II. Let us first of all consider close (but not the same in meaning) terms accepted in the West “ corporate governance (management)"(Corporate Management) and" corporate governance (behavior)"(Corporate Governance). In the understanding of Western legislation, the latter term means a system of relationships between the owners (shareholders) of the enterprise, those who manage them, i.e. managers, as well as other interested groups (self-government bodies, creditors, etc.). At the same time, it becomes necessary to develop and implement some general rules that would allow potential investors to get a complete and clear picture of what management principles a particular company is based on, who owns it, what is the degree of efficiency of its work, so that in a short time frame and without significant costs make a decision on whether to invest your capital in it or not.

The validity of the use of this term is not in doubt. Nevertheless, as applied to Russian practice, the first of these terms - corporate governance - is the only acceptable one, since it includes not only a system of “correct” relationships between owners, managers and shareholders, but also a complex of structural, financial, production, economic, and legal elements. and thus fully meets the essence of the real management problems facing domestic corporations.

III. Increasingly, instead of the Russian term “ control"Use, often unreasonably, the English term" management". As a "theoretical" substantiation of the substitution, such theses as the "employment" of the term in biological and technical systems, the traditional inattention of management to the human factor, etc. are put forward. Most often, these theses are put forward from purely opportunistic considerations. At the same time, it would be a mistake to ignore the fact that the term “management” has taken root on Russian soil mainly as a professional qualification definition.

It is also necessary to distinguish between the concepts of management and leadership. The term "leadership" is already the concept of "management", since it means a management process that is carried out by a leader who plays the role of an intermediary of social control and power, based on legal authority and norms of the broader social community that this group belongs to. The following logical formula is valid:

MANAGEMENT< (УПРАВЛЕНИЕ <>MANAGEMENT).

The solution of corporate governance problems is carried out using various methods. Management methods, or technologies, include:

• a system of rules and procedures (tools) for solving various management problems in order to ensure the effective development of the corporation;
• a set of techniques and methods of influencing the controlled object to achieve the goals set by the company.

The main content of management activities is realized through management methods. Solving this or that management problem, the methods serve the purposes of practical management, providing it with a system of rules, techniques and approaches that reduce the time and other resources spent on setting and realizing goals.

The plurality of management methods and different approaches to their classification complicate the task of choosing those of them that will be more effective in solving specific management problems. The trend towards an increase in the number and variety of management methods requires the ordering of their entire set by classification according to certain criteria. Characterizing management methods, it is necessary to disclose their focus, content and organizational form.

• Focus management methods is focused on the system (object) of management (employee, department, department, company, etc.).
• Content- this is the specificity of techniques and methods of influence.
• Organizational form- impact on a specific situation. This can be direct (immediate) or indirect (setting the task and creating stimulating conditions) impact.

In management practice, as a rule, various methods and their combinations (combinations) are used simultaneously. It should be noted that in the economic literature there is no single interpretation of the content, object of influence and classification of management methods.

Some authors classify management methods depending on their content, focus and organizational form, which, in fact, reflects the administrative, economic and social impact on the controlled system. Others characterize them by methods and techniques of exposure. One way or another, but all management methods organically complement each other, are in constant dynamic equilibrium.

It should be assumed that in a specific method of management, in a certain way, both content, focus, and organizational form are combined (interact). In this regard, the following management methods can be distinguished:

• organizational and administrative, based on direct directives;
• economic, due to economic incentives;
• socio-psychological, used to increase the social activity of employees.

Organizational and administrative methods

Organizational and administrative methods of management are methods of direct influence that are directive, mandatory and based on discipline, responsibility, power, and coercion. Organizational and administrative methods include:

• organizational design;
• regulation;
• rationing.

Organizational and administrative methods, as a rule, are implemented in the form of:

• order;
• regulations;
• orders;
• instructions;
• commands;
• action programs and events;
• recommendations.

Organizational and administrative methods have a direct impact on the controlled object through orders, instructions, operational instructions given in writing or orally, monitoring their implementation, a system of administrative means to maintain labor discipline, etc. They are designed to provide organizational clarity and work discipline. These methods are regulated by legal acts of labor and economic legislation, the main objectives of which are: legal regulation of labor relations, strengthening the rule of law, protecting the rights and legitimate interests of the company and its employees in accordance with legislative acts.

Economic methods

Economic management methods are a system of techniques and methods of influencing performers with the help of a specific comparison of costs and results (material incentives and sanctions, financing and lending, wages, cost, profit, price).

The main method of management here is the system of wages and bonuses, which should be maximally connected with the results of the contractor's activities. It is advisable to associate the remuneration of the manager with the results of his activities in the area of ​​responsibility or with the results of the activities of the entire company.

Economic methods also include methods of influencing the collectives of workers, including cost accounting, pricing, financing, etc.

Unlike organizational and administrative, economic management methods involve the development of general and specific planning and economic indicators and means of achieving them.

This is a kind of economic mechanism in economic relations. As a result of increasing the effectiveness of economic levers and incentives, conditions are formed under which the labor collective and its members are encouraged to work effectively not so much by administrative influence (orders, directives, instructions, etc.), but by economic incentives. On the basis of economic management methods, organizational-administrative and socio-psychological methods should be developed and strengthened, professionalism and the culture of their application should be increased.

The specific set and content of levers of economic influence are determined by the specifics of the controlled system (company). In accordance with this, in management practice, economic management methods most often take the following forms:

• planning,
• analysis,
• self-financing,
• pricing,
• financing.

Despite the strengthening of the role of economic levers and incentives characteristic of the current stage, organizational and administrative methods of influence should not be limited, which, due to the centralization of management, help to fulfill tense planning tasks.

Socio-psychological methods

Socio-psychological methods are a set of specific methods of influencing personal relationships and connections that arise in work collectives, as well as the social processes taking place in them. They are based on the use of moral incentives to work, they influence the personality with the help of psychological methods in order to turn an administrative task into a conscious duty, an inner need of a person. This is achieved through techniques that are personal in nature (personal example, authority, etc.). The main socio-psychological methods include motivation of performers, social planning, regulation of interpersonal and intergroup relations, creating and maintaining a moral climate in the team.

It has been established that the results of labor largely depend on a number of psychological factors. The ability to take these factors into account and, with their help, purposefully influence individual employees, will help the manager to form a team with common goals and objectives. Sociological studies show that the success of a business manager's activity depends 15% on his professional knowledge, 85% on the ability to work with people.

Socio-psychological methods of leadership require that at the head of the team were people who are flexible enough, able to use various aspects of management. The success of a leader's activities in this direction depends on how correctly he applies various forms of socio-psychological influence, which will ultimately form healthy interpersonal relationships. As the main forms of such influence, one can recommend planning the social development of labor collectives, persuasion as a method of education and personality formation, economic competition, criticism and self-criticism, permanent production meetings, which act as a method of management and as a form of participation of workers in management.

Instrumental methods

Instrumental management methods - a system of methods, rules and procedures (tools) for solving various management problems in order to ensure the effective development of the company. Instrumental techniques include:

• economic and mathematical modeling, which allows you to formulate a problem in the form of a mathematical problem. The main ones are models of mathematical programming, graph theory, balance models, models of probability theory and mathematical statistics, game theory, etc .;
• methods based on systems analysis, which are used to solve poorly structured problems characterized by significant uncertainty. These methods include formal and informal (heuristic) models using the generalized experience and intuition of model specialists, including: methods of scenarios, graphs and decision trees, linguistic, etc .;
• simulation, based on the construction of models that simulate problem solving, decision making, situation analysis, and is an information system that includes a set of logical-linguistic and mathematical models and methods, the necessary technical means, software, information and organizational support.

Information and communication methods are essential in corporate management. Its effectiveness depends on how successfully managers and company personnel use their potential and information technologies to achieve the goals of the company and business.

One of the main processes for ensuring joint activities of the company's personnel is developed communications, i.e. processes of transferring information from one person to another. An analysis of activities in modern companies shows that from 50% (for ordinary employees) to 80% (for managers) of working time is spent on communications. Therefore, the effectiveness of communications is one of the main sources of effective work of the entire company.

Oral communication is most effective in terms of attracting and retaining the attention of the recipient of information, as well as receiving feedback. At the same time, oral communication does not allow the sender of the message to fully control its content, is associated with a significant level of interference in the system.

Written communication provides a higher degree of purity of information transfer and allows you to keep it unchanged for an indefinite time, which is very important for the implementation of the management control function, and also allows the recipient of information to clarify it an unlimited number of times.

Top-down communication plays a critical role in the management of the company, since it directly affects the motivation and ability of employees to perform their production functions and, therefore, to ensure the achievement of organizational goals. Its main purpose is to provide information on what (how, when, where) employees of the company should do. Therefore, the main forms of communication from top to bottom are orders, instructions, regulations, rules and procedures. Also, the most important function of communication from top to bottom is the assessment of the work of employees over the past period.

Bottom-up communication has traditionally played a purely informational role: to make decisions, leaders at all levels need to know about the state of affairs on the ground. Most modern companies have a formalized system of statistical and analytical reports, references, etc. However, the difference in status between the one who provides and receives information, the dependence of the former on the latter creates an objective threat of information distortion. Subordinates often exaggerate their accomplishments and hide shortcomings, and are afraid to provide data that they believe could negatively affect their careers or their remuneration. As a result of the provision of distorted information, the quality of decisions made by managers suffers and the efficiency of company management decreases. Collecting data from independent sources and spot checks are traditional methods of quality control for bottom-up information. Both of these methods are based on the employee's understanding that deliberate misrepresentation of information will be identified and he may be punished. However, it is more important to create an atmosphere of trust between the management and employees of the company, which can arise if there is effective communication from the top down, which provides feedback and involvement of ordinary employees in the management of the company.

Horizontal communication is carried out between employees at the same hierarchical level: deputy general directors, heads of personnel and sales departments, engineers of the design bureau. The main purpose of horizontal communication is the exchange of information to coordinate the actions of departments and employees, i.e. to optimize production behavior and achieve company goals. The importance of this type of communication increases as the number of hierarchical levels in the company decreases and the time allotted for making managerial decisions, both of these trends are clearly visible in the modern world.

The effectiveness of intra-organizational communication (the extent to which organizational resources spent on this process - financial, human, material - contribute to the implementation of goals) depends on many factors that can be divided into two large groups: individual and organizational.

Individual factors mean everything that is associated with the company's employees, their ability and desire to participate in information exchange. Research shows that there are a limited number of problems (communication barriers) that reduce the effectiveness of communication at the individual employee level.

Information and communication systems are the basis for the application of all methods and technologies of management. The central task of designing effective information and communication systems is to improve the awareness of decision-makers (DM).

Information technology, i.e. methods of communication and information processing are based on computer and non-computer methods. Computer information technologies are combined into corporate information systems.

The use of new information technologies, the provision of computer support for management and business processes is an obligatory element of the activities of any company. Information technology is based on methods of modeling business processes and organizational structure.

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Introduction

Chapter 3. Ways to improve the efficiency of corporate governance at Wimm-Bill-Dann JSC

3.1. Measures to improve corporate governance

3.2 Effectiveness of the proposed measures

Conclusion

List of sources

Applications

Introduction

The history of corporate governance goes back over 200 years, although the corporate form of doing business for Russia is a relatively new phenomenon. In this regard, the issues of forming a rational corporate governance system, the principles and factors of its construction, the economic feasibility of introducing corporate governance standards are gaining particular relevance.

In Russia, the process of forming its own national model of corporate governance is just beginning, therefore, the problem of orienting the Russian economy to one or another already existing model, the problems of introducing corporate governance and the prospects for its development will be considered in this essay.

Corporate governance in most Russian companies is generally considered to be low compared to developed countries. Nevertheless, over the past 7-10 years, impressive progress has been made in this area. Currently, a number of Russian companies have reached the international level of corporate governance. Every year, the role of corporate governance is increasing in order to improve the efficiency of large and medium-sized businesses, and to improve the business and investment climate in Russia.

Recently, the requirements for Russian companies on the part of regulatory bodies and institutional investors have significantly increased, and competition from transnational corporations has intensified. That is why an effective corporate governance system is becoming today the same competitive advantage for Russian companies as material or financial resources. According to a study by the Center for Economic and Financial Research and Development (CEFIR), commissioned and with the participation of the Association of Independent Directors in the International Finance Corporation, today 85% of 440 Russian companies surveyed recognize the need to implement advanced corporate governance practices.

The purpose of this work is to consider the theoretical approaches that have developed in the analysis of corporate governance factors, to study innovations in the field of corporate governance in Russia and to develop applied recommendations in the field of corporate law. The first part of the study provides a theoretical overview of the factors influencing the formation of the Russian version of corporate governance. The second part examines general trends in the development of corporate governance in the post-socialist economy (the impact of privatization, the role of entrenched management, etc.), as well as recent trends in the development of the corporate sector in Russia, including in the context of the peculiarities of the national model. In the course of privatization, tens of thousands of economic entities based on corporate ownership emerged in the Russian economy.

Corporate governance for Russia was a fundamental innovation. Over the years of reforms, many stages of corporate governance development have rapidly flashed, for the achievement of which industrialized countries took decades, which could not but cause a significant decrease in efficiency and quality in the field of corporate building. The radical transformation of property was not accompanied by the creation of appropriate mechanisms of corporate governance, did not lead to the formation of effective owners, and the market for professional hired managers did not develop either. Clan-corporate groups act as real owners (institutions that concentrate in their hands most of the property rights, primarily disposal and appropriation). The imperfection of the institutional environment of large business significantly slows down the evolution of the Russian model of corporate governance to more civilized forms. The overwhelming majority of open joint-stock companies in practice continue to remain "closed" enterprises, this reveals a key problem - the inconsistency of the nature of their business with the organizational and legal form, which leads to the predominance of non-market forms of appropriation of corporate income, restrains the possibility of regulating corporate governance using competitive market mechanisms, serves an obstacle to the transition of the Russian economy to a strategy of long-term growth. Therefore, the problem of transforming large domestic enterprises into truly corporate structures seems to be especially urgent. The current situation requires a scientifically grounded approach to building a national model of corporate governance, on the one hand, reflecting global trends in improving corporate practice, and on the other hand, adequate to specific Russian conditions. Of particular importance are the issues of protecting the rights of shareholders, building effective mechanisms of corporate control; it is from this position that the study examines the problem of improving Russian corporate practice.

It seems that the formation of a civilized model of corporate governance will improve the investment and business climate in the country, will contribute to the integration of Russia into the world economic space. Corporations are the most important institution in modern economics. In developed countries, the corporation is an integral attribute of the system of government.

The corporate form of organizing entrepreneurial activity is widespread in economically developed countries, it is an integral part of their economy. Consequently, the existence of an effective corporate governance system seems to be a matter of utmost importance.

For the successful functioning of corporations, several prerequisites are required: the development of the economy, entrepreneurship developed by the population, various forms of ownership (protected by the state and respected by the population), professional managers, etc. And until the minimum conditions for the functioning of corporations are created on a national scale, it is difficult to talk about effective corporate management.

Chapter 1. The essence and models of corporate governance

1.1 The essence of corporate governance

In the modern Russian economy, corporate governance is one of the most important factors that determine not only the level of the country's economic development, but also the social and investment climate.

What is corporate governance? This problem is quite complex, relatively new and continues to evolve. There are many definitions of this concept.

The Organization for Economic Co-operation and Development (OECD) provides the following wording: “Corporate governance refers to the internal means of ensuring the activities of corporations and control over them ... activities ". In a broad sense, corporate governance is considered as the process of exercising power by economic entities, decision-making within the framework of property relations based on the existing production, human and social capital is determined by the nature of the target settings of the enterprise and its management, types of control, interests and property;

Corporate governance is also assessed as an organizational model, which is designed, on the one hand, to regulate the relationship between managers of companies and their owners (shareholders), on the other, to coordinate the goals of various stakeholders, thereby ensuring the effective functioning of companies;

The system by which the management and control over the activities of entrepreneurial organizations is carried out. The corporate governance framework defines the rights and responsibilities of the individuals who make up the corporation, such as board members, managers, shareholders and other stakeholders, and sets out the rules and procedures for making decisions about corporate affairs. Corporate governance also provides a structure on the basis of which the goals and objectives of the company's activities are established, the ways and means of achieving them are determined and monitored;

The system or process by which the activities of corporations that are accountable to shareholders are directed and controlled.

Corporate governance in the narrow sense is a system of rules and incentives that induce company managers to act in the interests of shareholders.

In a broad sense, corporate governance is a system of organizational, economic, legal and managerial relations between subjects of economic relations, whose interest is related to the activities of the company. In turn, the subjects of corporate governance are understood as: managers, shareholders and other stakeholders (creditors, company employees, company partners, local authorities).

All participants in corporate relations have common goals, including:

1. Establishing a viable, profitable company that provides high quality goods and jobs, as well as a high prestige and an impeccable reputation;

2. an increase in the value of tangible and intangible assets of the company, an increase in quotations of its shares and ensuring the payment of dividends;

3. getting access to external financing (capital markets);

4. gaining access to labor resources (cadres of managers and other workers);

5. increase in jobs and general economic growth.

At the same time, each participant in corporate relations has its own interests, and the difference between them can lead to the development of corporate conflicts. In turn, good corporate governance helps to prevent conflicts and, if they arise, to resolve them through the processes and structures provided. These processes and structures are the formation and functioning of various governing bodies, regulating the relationship between them, ensuring equal treatment of all parties, disclosing proper information, maintaining accounting and financial reporting in accordance with proper standards, etc.

How do the interests of the subjects of corporate governance differ?

Managers receive the bulk of their remuneration, usually in the form of guaranteed wages, while other forms of remuneration are much less important. They are primarily interested in the strength of their position, the stability of the company and reducing the risk of exposure to unforeseen circumstances (for example, financing the company's activities primarily through retained earnings, and not external debt).

In the process of formulating and implementing a development strategy, companies tend to strive to establish a strong long-term balance between risk and reward. Managers depend on shareholders represented by the board of directors and are interested in renewing their contracts with the company. They also interact directly with a large number of groups with an interest in the company's activities (company personnel, lenders, customers, suppliers, regional and local authorities, etc.) and are forced to take into account, to one degree or another, their interests. Managers are under the influence of a number of factors that are not related to or even contradict the objectives of increasing the efficiency and value of the company (the desire to increase the size of the company, expand its charitable activities as a means of increasing personal status, corporate prestige, etc.).

In turn, shareholders can receive income from the company's activities only in the form of dividends (that part of the company's profit that remains after the company has settled its obligations), as well as through the sale of shares in the event of a high level of their quotations. Accordingly, they are interested in high profits of the company and a high share price. At the same time, shareholders bear the highest risks: non-receipt of income if the company's activities, for one reason or another, do not bring profit; in the event of bankruptcy, companies receive compensation only after the claims of all other groups have been satisfied. Shareholders tend to support decisions that lead to high returns for the company, but also involve high risk. As a rule, they diversify their investments among several companies, therefore investments in one specific company are not the only (or even the main) source of income, and they also have the ability to influence the company's management in only two ways:

1. when holding meetings of shareholders, through the election of one or another composition of the board of directors and approval or disapproval of the activities of the company's management;

2. by selling their shares, thereby influencing the share price, as well as creating the possibility of a takeover of the company by shareholders who are unfriendly to the current management. Shareholders do not interact directly with the company's management and other interest groups.

There is another group of participants in corporate relations, called other interest groups ("partners" / stakeholders), including:

1. Lenders:

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

Diversify their investments among a large number of companies.

2. Company employees:

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

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

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

Interested in the sustainability of the company, its solvency and continuation of activities in a particular area of ​​business;

Directly interact with management.

4. Local authorities:

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

Directly interact with management;

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

As you can see, the participants in corporate relations interact with each other in different ways, and the area of ​​divergence of their interests is very significant. A properly built corporate governance system should precisely minimize the possible negative impact of these differences on the company's business process. The corporate governance system formulates and coordinates the interests of shareholders, formalizes them in the form of the company's strategic goals and controls the process of achieving these goals by corporate management.

The basis of the corporate governance system is the process of building and effective implementation of internal control over the activities of the company's managers on behalf of its owners (investors), since it was thanks to the funds provided by the latter that the company was able to start its activities and created a field for the activities of other interest groups.

The foregoing allows us to conclude that corporate governance has two aspects: external and internal. The external aspect focuses on the company's relationship with the socio-economic environment: government, regulators, lenders, securities market participants, local communities and other stakeholders. The internal aspect focuses on the relationship within the company: between shareholders, members of supervisory, executive and audit bodies.

The corporate governance system is being created to solve three main tasks facing the corporation: ensuring its maximum efficiency; attracting investments; fulfillment of legal and social obligations.

A good corporate governance system is needed, first of all, for open joint-stock companies with a large number of shareholders, doing business in industries with high growth rates and interested in mobilizing external financial resources in the capital market. However, its usefulness is undeniable for OJSCs with a small number of shareholders, CJSCs and LLCs, as well as for companies operating in industries with medium and low growth rates. The introduction of such a system allows you to optimize internal business processes and prevent the occurrence of conflicts by properly organizing the relations of companies with owners, creditors, potential investors, suppliers, consumers, employees, representatives of government bodies and public organizations.

In addition, many firms sooner or later face limited internal financial resources and the inability to build up their debt burden for a long time. Therefore, it is better to start implementing the principles of effective corporate governance in advance: this will ensure the future competitive advantage of the company and thereby give it the opportunity to get ahead of rivals.

Effective corporate governance provides joint stock companies with the following benefits:

First, facilitating access to the capital market. The practice of corporate governance is one of the most important factors determining the ability of companies to enter the domestic and foreign capital markets. The implementation of the principles of good corporate governance provides the necessary level of protection of the rights of investors, therefore they perceive well-managed companies as friendly and capable of providing an acceptable level of return on investment.

Second, the decline in the cost of capital. Joint stock companies that adhere to high standards of corporate governance can reduce the cost of external financial resources used by them in their activities and, consequently, reduce the cost of capital in general. The cost of capital depends on the level of risk assigned to the company by investors: the higher the risk, the higher the cost of capital. One of the types of risk is the risk of violation of investors' rights. When investor rights are well protected, the cost of equity and debt decreases. It should be noted that there has recently been a clear tendency among leveraged investors (i.e. lenders) to include corporate governance practices in the list of key criteria used in the investment decision-making process. Therefore, the introduction of effective corporate governance can reduce the interest rate on loans and borrowings.

Corporate governance plays a special role in emerging market economies, which have not yet established the same robust shareholder protection system as in advanced market economies. The level of risk and the cost of capital depend not only on the state of the country's economy as a whole, but also on the quality of corporate governance in a particular company. Joint stock companies that have managed to achieve even small improvements in corporate governance can receive very significant advantages in the eyes of investors compared to other joint stock companies operating in the same industries.

Third, promoting efficiency gains. As a result of improving the quality of corporate governance, the accountability system is being improved, thereby minimizing the risk of fraud by company officials and their transactions in their own interests. In addition, control over the work of managers is improved and the link between the system of remuneration of managers and the results of the company's activities is strengthened, favorable conditions are created for planning the succession of managers and sustainable long-term development of the company.

Good corporate governance is based on the principles of transparency, accessibility, efficiency, regularity, completeness and reliability of information at all levels. If the transparency of a joint stock company increases, investors get an opportunity to penetrate into the essence of business operations and decide on further cooperation.

Thus, compliance with corporate governance standards helps to improve the decision-making process that can have a significant impact on the efficiency of the company's financial and economic activities at all levels. Good corporate governance streamlines all business processes in the company, which contributes to the growth of turnover and profits while reducing the volume of required capital investments.

Management methods should take into account the specifics of the subject of management and can be divided into:

· Administrative;

· Economic;

· Legislative and regulatory legal;

· Organizational.

At the same time, the specified management methods can be divided into levels of application by the subjects of management:

· Corporate;

· The level of business areas of the corporation;

· Individual enterprises and divisions.

The management process for all these types of corporate entities will be built within the framework of the general management cycle, however, in accordance with the specifics of management objects, this cycle can be transformed to improve the efficiency of functioning of a particular corporate property object.

Today there is no single concept of corporate governance in world practice. The above definitions make it possible to reduce corporate governance to three main areas: managing the property of a joint-stock company, managing the company's production and economic activities, and managing financial flows. Therefore, corporate governance is a system of interaction between the company's governing bodies, shareholders and stakeholders, which reflects the balance of their interests and is aimed at obtaining maximum profit from the company's activities.

1.2 Corporate governance models

The main economic features that influenced the formation of the Anglo-American model are as follows:

· A high degree of dispersion of the share capital. Among the largest American companies, a very small number have shareholders, large by American standards (as a rule, no more than 2-5% of owners). The main owners of the capital of these companies are a large number of institutional (pension, insurance and investment funds) and an even larger number of small (minority) private investors. As a rule, the funds of these investors are distributed among a large number of companies, and the shareholders themselves are not associated with the companies in any relationship other than the ownership of shares. Diffusion of investments allows investors to be prepared to accept a high degree of risks associated with the activities of companies.

· Most investors are focused on short-term goals, to generate income from exchange rate differences.

· The stock market is highly liquid due to such structure of the share capital and peculiarities of regulation.

· Capital structure and high liquidity contribute to the high prevalence of hostile takeovers. The stock market is not just a stock market, but a market for companies through which control over the largest companies is transferred.

· Due to the peculiarities of legislation and business tradition of the last 60 years, banks play a minor role as shareholders, their relationships with companies do not go beyond the relationship "borrower-lender".

The advantages of the Anglo-American model are as follows:

· A high degree of mobilization of personal savings through the stock market, the ease and speed of their flow between companies and industries.

· Investors are focused on finding areas that provide a high level of income (through an increase in exchange rate differences or high dividends), a willingness to take increased risks for this, which stimulates companies to innovate, search for promising areas of development, and maintains their competitiveness.

· Ease of "entry" and "exit" for investors in the company.

· High informational transparency of companies resulting from the specified features.

The main disadvantages of the Anglo-American model are:

· High cost of attracted capital.

· Orientation of top managers, forced to take into account the expectations of investors, mainly for short-term goals. They try to avoid steps that could lead to a decline in the share price.

· Excessive requirements for the profitability of investment projects.

· Significant distortions of the real value of assets by the stock market, a high risk of overestimation (more often) or underestimation (less often) of assets.

· Increased level of remuneration for top management.

A distinctive feature of the Anglo-American model of corporate governance is the so-called “unitary” (one-tier) board of directors, which includes both executive members (company managers) and non-executive members (who are not employees of the company), some of whom are “independent” directors who do not have no relationship with the company other than board membership. In recent years, after a series of corporate scandals and bankruptcies caused by fraudulent actions on the part of management and insufficient oversight from the board of directors, the number of independent directors in companies is growing.

The German model of corporate governance was formed in the context of the following economic characteristics:

· High concentration of share capital in the hands of medium and large shareholders and widespread cross-shareholding practices. Institutional and small private investors, until recently, owned a small amount of shares and were passively involved in the decision-making process in companies.

· Banks, as well as other industrial companies associated with the companies in which they own shares, not only by property relations, but also by business interests, have a large weight in the ownership structure of companies. Both large and small shareholders are “patient shareholders” with long-term goals. Until very recently, dividends have been the predominant form of earning income from owning stocks.

· The stock market until recently had less liquidity compared to the US and UK stock markets. To attract financing, companies are more actively using banking instruments.

· The structure of the share capital and low liquidity determine the insignificant impact of hostile takeovers on the corporate governance system.

The main advantages of the German model are:

· Lower cost of raising capital compared to the USA and Great Britain.

· High level of stability of companies.

· Higher degree of correlation between the fundamental value of the company and the value of its shares.

Among the disadvantages of the German model are the following:

· More complicated, in comparison with the USA and Great Britain, "entry" and "exit" of investments of investors in the company.

· Low degree of information transparency of companies.

· Insufficient attention to the rights of minority shareholders.

The hallmark of the German model of corporate governance is the "two-tier" board of directors, a rigid division into a supervisory board, consisting of external directors who are not employees of the company, and the management board. The supervisory board must include representatives of banks and company employees.

German or otherwise, the continental model of corporate governance is typical for Western (Germany, Austria, Switzerland, Netherlands) and Northern Europe (Scandinavian countries). The same model operates in some companies in France (about 20% of companies) and in Belgium. It was used to build corporate governance systems for most of the post-socialist countries of Central and Eastern Europe.

The Japanese model of corporate governance corporate capital management.

The Japanese model of corporate governance has the following features:

· A high degree of concentration of share capital in the hands of medium and large shareholders and a wide practice of cross-ownership of shares between companies belonging to the same group (keiretsu). Institutional and small private investors until recently had little stock and were passive.

· Banks play an extremely important role in the company's activities. Each industrial group has its own bank, which constitutes its core, which acts as the main regulator of financial flows in it, and, as a rule, is an important shareholder of the company. All shareholders are focused on the long-term goals of companies' development. Dividends were the predominant form of earnings per share.

· The stock market until recently had much less liquidity compared to the US and UK stock markets. Banks were used more actively to raise capital.

· The capital structure and low liquidity determine the extremely insignificant impact of hostile takeovers on the corporate governance system.

The main advantages of the Japanese model:

· Low cost of raising capital.

· Orientation of investors towards long-term development.

· Orientation of companies to high competitiveness.

· Greater level of stability of companies.

· Higher degree of correlation between the fundamental value of the company and the market value of its shares.

Disadvantages of the Japanese model:

· Very difficult "entrance" and "exit" of investments of investors.

· Insufficient attention to the return on investment.

· Absolute dominance of the banking form of financing.

· Weak information transparency of companies.

· Little attention to the rights of minority shareholders and a low level of protection of their rights.

Formally, the structure of the board of directors of a Japanese company repeats that of the American one. In practice, almost 80% of Japanese public companies do not have independent directors on their boards, and the boards themselves, as in Germany, are the guides of the company's interests. At the same time, there are no two distinctive features of the German model of representation of banks and company employees. Almost all board members of Japanese companies are senior executives or former executives.

Various informal unions, unions, clubs, and professional associations play an important role in the Japanese model of corporate governance. For financial-industrial groups, the most influential body of this type is the group's presidential council. The members of this council are elected from among the presidents of the group's main companies. The goal is only to maintain friendly relations between the leaders of the companies. The Presidential Council meets monthly. Within its framework, important information is exchanged and key decisions regarding the activities of the group are agreed upon.

1.3 Comparative analysis of corporate governance models

Each of the described models has its own strengths and weaknesses. The main drawback of the American model is considered its excessive focus on short-term interests of investors, which is facilitated by high transparency of relations, the publication of quarterly reports and the simplicity of transactions with shares on the highly liquid stock market.

The German and Japanese models have been criticized mainly for the conflicting roles of banks. The latter, acting as shareholders and at the same time creditors, find themselves in a conflict of interest zone, which leads to the issuance of non-repayable loans (Germany) or lending to ineffective programs in advance for the sake of stability (Japan).

Also, the German and Japanese models are criticized in connection with the role of the state, namely, with the fact that they deliberately limit freedom of competition, which is highly undesirable in view of the possibility of losing efficiency.

From the point of view of governance, the models differ from each other: in Japan, the board of directors can mainly include only insiders; in the Anglo-American model, the board of directors includes both insiders and outsiders; and in the German model, insiders are on the board but not on the supervisory board.

There is also another difference between the German model and the Japanese and Anglo-American models: in the German model, the size of the supervisory board is established by law and cannot be changed.

In terms of shareholding structure, the Japanese and German models are similar, as the key shareholders in these models are banks. In addition to corporatization, banks provide many different services in these two models, which is their main difference from the Anglo-American model, in which corporations receive financial and other services from various sources, including the securities markets.

In relation to key players, the German and Japanese models also share similarities. In both of these models, banks are key players and play several roles. And in the Anglo-American model, banks cannot play the role of institutional investors. There is also a difference between the German model and the Japanese and Anglo-American models: only in the German model, workers (employees) can be members of the supervisory board.

If we look at the models with respect to disclosure requirements, then it is easy to see that the most stringent ones are developed in the United States. In the United States, unlike the other two models (in which financial information is submitted semi-annually), corporate financial statements are submitted every quarter. In Japan, the total remuneration for managers and directors is reported, and in the United States for each person. In Germany, aggregate data on remuneration to directors and managers is provided, unlike individual data in the United States, information on members of the supervisory board and their ownership of shares of the corporation is not provided.

In Germany, federal laws have a very strong impact on the activities of the corporation, in comparison with all other models. In Japan, government ministries also have tremendous influence over the development of industrial policy. In the United States, the activities of corporations are subject to legislation to a lesser extent. Certain issues (for example, disclosure requirements, relations between the corporation and shareholders, the activities of the securities market) are subject to the federal agency, the Securities and Exchange Commission.

If we consider actions that require the approval of shareholders, then the Japanese and German models are similar, since in both one of the main such actions is the distribution of funds and the payment of dividends. In the Anglo-American model, the main issues requiring shareholder approval are the election of directors and the appointment of auditors. The same questions apply to the Japanese model. The Anglo-American model is characterized by the greatest freedom for shareholders, as they have the right to submit proposals to the agenda of the AGM. These proposals must relate directly to the activities of the corporation. And those shareholders who own more than 10 percent of the capital of corporations can even call an extraordinary meeting of shareholders. In Japan, shareholders have gained the right to submit their proposals to the agenda of the annual meeting relatively recently. For the German model, shareholder proposals are familiar.

In the Japanese and German models, there is a very close relationship between the bank and the corporation, due to which the bank performs a large number of functions. The Anglo-American model and the Japanese one are similar in that the shareholder can vote by proxy without being present at the voting. And in the German model, this cannot be. And the influence of banks is very strong in it, since if a shareholder for some reason cannot take part in the vote, then on his behalf, the bank votes at its own discretion. A distinctive feature of the Japanese model is that corporations are interested in long-term, preferably affiliated, shareholders. And in the German model, even small shareholders have a definite influence on the activities of corporations.

It is characterized by the presence of individual shareholders and a constantly growing number of independent, non-corporate shareholders (outsiders), a clearly developed legislative framework that defines the rights and obligations of participants. It is characterized by a high percentage of banks and various corporations in the structure of shareholders according to the "bank-corporation" scheme. Legislation, industry actively support keiretsu (groups of corporations united by joint ownership of borrowed funds and equity capital). Banks are long-term shareholders of corporations and their representatives are elected to the board of directors on a permanent basis. Most German firms prefer bank financing to equity financing. Thus, the management structure is shifted towards contacts between banks and corporations.

Managers, directors, shareholders (mostly institutional), exchanges, government. Key bank and financial-industrial network (keiretsu), board, government. The Bank provides its corporate clients with loans and services related to the issue of bonds, shares, account management and consulting. Interaction is aimed at establishing contacts. Independent shareholders are practically unable to influence the corporation. Banks. Corporations are also shareholders and may have investments in unaffiliated companies. The workers are legally included in the management.

Ownership structure

Institutional Investors (UK 65%, US 60%); individual investors (US 20%). Shares are wholly in the hands of financial institutions and corporations. Insurance companies own 50% shares, corporations 25%, foreign investors 5%. Banks 30% shares, corporations 45%, pension funds 3%, individual shareholders 4%

Composition of the board of directors

Insiders are persons who work for a corporation or are closely associated with it. Outsiders are persons not directly related to the corporation. Number from 13 to 15 people. It is almost entirely made up of internal members. The state can also appoint its own representative. Number of up to 50 people. Bicameral Board of Directors: Supervisory Board and Management Board. The supervisory board appoints and dissolves the board, approves management decisions and makes recommendations to the board. The board consists exclusively of employees of the corporation. The supervisory board must include representatives of workers and shareholders. The number of members of the supervisory board is from 9 to 20 people (established by law).

The legislative framework

In the United States: state, federal, SEC. In the UK: Acts of Parliament, Securities and Investment Board. Practically copied from the American one. The government traditionally influences the activities of corporations through its representatives. Federal and local laws, federal securities agency.

Disclosure requirements

In the USA: quarterly report, annual report, including information on directors, their ownership of shares, salaries; data on shareholders owning more than 5% of shares; information about possible mergers and acquisitions. In the UK: semi-annual reports. Semi-annual report providing information on the capital structure, members of the board of directors, their salaries, information on proposed mergers, amendments to the Articles of Association. The list of the 10 largest shareholders of the corporation is reported. Semi-annual report showing the capital structure, shareholders owning more than 5% of the corporation's shares, information on possible mergers and acquisitions.

Actions Requiring Shareholder Approval

Election of directors, appointment of auditors, share issues, mergers, acquisitions, amendments to the Articles of Association. In the United States, shareholders are not allowed to vote on the amount of dividends; in the United Kingdom, this issue is put to a vote. Payment of dividends, election of the board of directors, appointment of auditors, amendments to the Articles of Association, mergers, acquisitions. Distribution of income, ratification of decisions of the supervisory board and the board, election of the supervisory board.

Relationships between participants

Shareholders can exercise their voting rights by mail or by proxy without attending the shareholders' meeting. Institutional investors monitor the activities of the corporation (among them: investment funds, auditors, risky investments). Corporations are interested in long-term and affiliated shareholders. Annual meetings of shareholders are formal in nature. Most shares of German corporations are bearer shares. Banks, with the consent of shareholders, dispose of votes at their own discretion. The impossibility of absentee voting requires either personal attendance at the meeting, or delegating this right to the bank.

Corporate governance models have both similarities and differences. And when comparing, it is easy to see that the Japanese model has the greatest similarity with the German model. And the Anglo-American model differs from these models in transparency in the activities of corporations, giving importance to short-term interests of shareholders, and also in the most stringent measures applied to information disclosure.

Chapter 2. Features of the development of corporate governance at JSC Wimm-Bill-Dann

2.1 Organization of corporate governance at Wimm-Bill-Dann

The company "Wimm-Bill-Dann" is a leading manufacturer of dairy products, soft drinks and baby food in Russia and the CIS countries, founded in 1992. Wimm-Bill-Dann owns 37 processing plants in Russia, Ukraine, Georgia and Central Asia and retail chains in 26 cities in Russia and the CIS, serving a total of 280 million consumers. More than 19,500 people are currently employed at the company's enterprises.

The company produces traditional and original dairy products, juices and nectars, baby food.

Wimm-Bill-Dann became the first domestic producer of juices in bags, the creator of the first Russian juice brand J-7, the first dairy brand “M”, the first Russian producer of yoghurts.

Since 1998, Wimm-Bill-Dann began to actively acquire dairy enterprises in the regions of Russia and the CIS countries, creating a single production network. Today one of the main competitive advantages of the company is that Wimm-Bill-Dann is not a regional or Moscow manufacturer, but a nationwide Russian manufacturer. WBD's strategy is to produce dairy products in the region where they are consumed. Inexpensive milk that is processed locally and good environmental conditions help the company supply the best dairy products to the Russian market at affordable prices.

In 2001, the management company Wimm-Bill-Dann Foods OJSC was formed. Its tasks include the management of enterprises, control over their work, determination of the strategic directions of their activities.

WBD makes a significant contribution to the revival of the food industry in the regions. At the factories that have joined the group of companies, production volumes are sharply increasing and the quality of products is improving. All enterprises of "Wimm-Bill-Dann" operate according to the same high production standards, producing products of excellent quality.

Since 2002, the company has acquired successful profile enterprises in the regions of Russia and the CIS countries, making significant investments in their modernization. In addition, the company is reorganizing the production of some key products in order to manufacture them as close to the point of sale as possible.

The company's mission reflects their fundamental values: "Wimm-Bill-Dann helps people by delighting them every day with delicious and healthy food for the whole family."

The company's products help people to find health and well-being, and this is very important especially now, when more and more buyers are trying to lead a healthy lifestyle. The health of everyone is the health of the nation. This idea is being implemented by the company in accordance with the long-term state national project "Health".

Wimm-Bill-Dann shares are listed in the form of American Depositary Receipts on the New York Stock Exchange (ticker: WBD) and in the form of ordinary shares in the Russian Trading System (ticker: WBDF). In addition, the company's shares are included in the quotation list of the Moscow Interbank Currency Exchange.

Today Wimm-Bill-Dann is rightfully ranked among the most successful global companies with an average turnover in 2006 of $ 1.8 billion.

Wimm-Bill-Dann is a leader in the production of dairy products in Russia and Ukraine. The company maintains a strong position in the production of traditional dairy products, yoghurts, dairy desserts and cheese. The dairy business accounts for 75% of the company's total revenue. According to the ACNIELSEN agency, the company occupies 34% of the dairy market in Russia.

The trade marks "Domik v derevne", "Chudo", "Veselyi Dairyman", "Neo", "Bio-Max" are some of the most recognizable. For many years in a row, House in the Village milk has been recognized as a national brand in the Dairy Products nomination.

In 2006, Morand truffles opened a new category for Russia, Fresh Chocolate. And in 2007, a revolutionary functional drink, NeoBeauty, was launched to keep nails, skin and hair in perfect condition.

Wimm-Bill-Dann has one of the best raw material bases in Russia among dairy producers, in particular due to the fact that since 1999 it has been implementing the Milk Rivers program. In accordance with it, the company supplies its independent suppliers with modern equipment on favorable terms and, thus, provides its factories with raw milk.

In addition, in 2005, the company created a separate branch “Agro”, which includes five of the company's own farms in the Leningrad Region and Krasnodar Territory.

Wimm-Bill-Dann is among the leaders among Russian producers of juices and mineral water. The firm owns the most famous Russian juice brand J7. The Lyubimy Sad brand is no less popular. This line of business is also represented by fruit drinks from fresh berries "Wonder Yagoda" and mineral water from ecologically clean natural sources, in particular, "Essentuki". According to the agency "Business-Analytica", in 2006 the market share of the company's juices was 19%.

Since 1996, Wimm-Bill-Dann has been producing baby food under the Agusha brand. Now it includes not only dairy products, but also juices, fruit, meat and vegetable purees, as well as products for pregnant and lactating women.

The efforts of Wimm-Bill-Dann are aimed at further strengthening the leading brands. The company carefully studies the consumer market in order to timely respond to changing customer demands.

The company was the first in Russia to implement the principles of corporate governance accepted in the world practice. For many Russian companies of the same profile, this experience was a revelation. The company has proven that to be listed on the New York Stock Exchange, you do not need to produce oil, gas or engage in telecommunications.

In 2007, the international agency Standard & Poors confirmed the corporate governance rating of Wimm-Bill-Dann: it received 7+ (7.7 on the Russian scale). This is the highest corporate governance rating in Russia.

Wimm-Bill-Dann signed the Social Charter of Russian Business, adopted by the Russian Union of Industrialists and Entrepreneurs. Like everyone who joined the Charter, the company believes that the goals of business and social responsibility do not contradict, but complement each other, and the relationship between business, government and society should be based on the principles of legality and transparency.

The products of Wimm-Bill-Dann are their main contribution to the economic and social welfare of Russia and the CIS countries. All of their products are subject to constant controls to ensure they are safe and of high quality.

Organizational structure is one of the main elements of enterprise management.

The internal expression of the main elements of the organizational structure of management is the composition, ratio, location and relationship of individual divisions of the enterprise.

The organizational structure of the management of CJSC "Wimm-Bill-Dann" is presented in Figure 1.

As seen from Fig. 1, the management of ZAO Wimm-Bill-Dann is a director who is appointed by the Board of Directors of OAO Wimm-Bill-Dann Foods for a period of 3 years. The director is accountable to the Board of Directors and organizes the implementation of its decisions.

Rice. 1. Organizational structure of Wimm-Bill-Dann CJSC

The director decides all issues related to the company's activities within his competence. He coordinates and controls the work of his subordinate services.

Directly subordinate to the director are: a secretary combining the duties of a personnel manager, an accountant, sales managers.

Sales managers are directly involved in sales, under whose control other employees (sellers, drivers, loaders) carry out their activities for the acquisition, storage, transportation and sale of goods.

Also, managers perform the functions of marketers, in order to promote their product to those who need it, so they are required to strain commercial efforts, effective measures to promote the product and stimulate sales.

Any enterprise is obliged to maintain accounting records of its property and economic activity on the basis of physical measurements in generalized monetary terms by means of their continuous, continuous, documentary and interconnected reflection. ZAO Wimm-Bill-Dann is no exception. But, since the company is small, all accounting is carried out by one accountant. Control and accounting at the enterprise is continuous and continuous, carried out automatically using a PC.

2.2 Corporate governance issues

OJSC Wimm-Bill-Dann (former OJSC Lianozovsky Dairy Plant) is one of the largest producers of dairy products. Since 1993, the plant began producing products under the Wimm-Bill-Dann trademark. The advantages of this enterprise include large production capacities, higher quality of manufactured products, stable access to sources of raw materials, an extensive sales network, modern production facilities and technologies, the possibility of attracting external financing, and an extensive own sales network. The dairy assortment includes more than 200 items:

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Theoretical aspects of corporate governance. Formation of the Russian model of corporate governance. Spreading state control over the corporate sector. Causes of problems in the corporate governance system and measures to eliminate them.

A. Definition of corporate governance

The concept of "corporate governance" is based on the so-called "The problem of agency costs", and it arose with the separation of the functions of ownership and management in the company. Owners (shareholders), not being able to directly participate in management, transfer this function to hired managers. From this moment on, a conflict of interests of owners and managers arises as the main participants in corporate relations (Fig. 1). Shareholders are interested in highly profitable activities of the company, strengthening its long-term position in the area of ​​business in which it operates, and a low level of risk for their investments, they have practically unlimited needs for return on their investments. At the same time, shareholders are the only participants in the business relationship with residual rights to income, i.e. they receive payments after all others, and their compensation is not contractually guaranteed. As for managers, their aspirations traditionally lie in the plane of creating an empire, increasing their own prestige, etc.

The theory of agency costs (free cash flows) was most fully formulated in 1986 by Michael Jensen. According to this theory, managers of companies generating significant free cash flows do not have attractive investment projects, the implementation of which could increase the company's value. They do not seek to pay higher dividends to shareholders, but offer to finance, for example, ineffective mergers and acquisitions. In this case, the interests of managers (increasing the size of the company, career growth, personal enrichment) come into conflict with the interests of shareholders.

To resolve this conflict, shareholders bear the costs (agency costs):

• related to differences in the views of shareholders and managers on what is shareholder welfare,
• control, shareholders are forced to develop and implement control structures and, finally
• for encouragement, i.e. the cost of paying remuneration and motivating managers.

The key role of the corporate governance system is to reduce the overall amount of agency costs, thus increasing the value of the company for investors.

There is no single definition of the concept of corporate governance; the definitions that exist today reflect the specific approach of their authors (investors or financial market regulators, international organizations or management theorists).

The International Finance Corporation (IFC) defines corporate governance as « structures and processes of company management and control "... The Federal Service for Financial Markets (FFMS, in 2002 - the Federal Commission for the Securities Market) approaches this definition from a state standpoint. The introduction to the Code of Conduct states : "Corporate behavior" is a concept that encompasses a variety of activities related to the management of business entities. Corporate behavior affects the economic performance of business entities and their ability to raise capital required for economic growth ".

The Council of Institutional Investors, which includes large public and private pension funds with an asset value of over $ 2 trillion, approaches this concept from a shareholder perspective: in general, [...] corporate governance structures and practices should promote accountability to shareholders, protect theminterests and ensure equal treatment of shareholders in financial matters.

The UK Treasury regards corporate governance as a system by which employees responsible for keeping records in the company fulfill their responsibilities to ensure that effective management systems, including financial monitoring and control, are implemented in the company.

The most comprehensive is the concept of corporate governance, given by the Organization for Economic Cooperation and Development (OECD, OECD) in the Principles of Corporate Governance: “ Corporate governance is a system of management and control over companies. Corporate governance structures define the distribution of rights and responsibilities among the various participants in corporate relations, such as the board, management, shareholders and other stakeholders, and establish rules and procedures for making corporate decisions. Thus, it also determines the framework in which the tasks of the company are outlined, as well as the means of implementing these tasks and control over the results of the company's activity ”.

Despite different approaches, all definitions contain common elements. Corporate governance is

1. 1) a system of management and control over the activities of companies,

The general meeting of shareholders makes the main decisions, while the board of directors is responsible for the general management of the company and oversight of management. Managers carry out day-to-day management of the company, implementing the strategy developed by the board of directors and implementing decisions of the general meeting.

1. 2) a structure that determines the distribution of rights and obligations between participants in corporate relations, i.e. by the board of directors, management and shareholders,

The ultimate goal of this allocation is to increase the value of the company for shareholders in the long term.

1. 3) decision-making rules and procedures, a framework for formulating and achieving the company's goals and monitoring the results of its activities

The development of general "rules of the game" and the detailing of procedures allows stabilizing the management process and increases confidence in the company on the part of all participants in corporate relations and external stakeholders (government, potential investors, etc.).

B. Economic Impact of Implementing Good Corporate Governance Principles

Practice shows that the introduction and adherence to good corporate governance principles has a direct economic impact on the company. Traditionally, the following aspects are distinguished in which corporate governance plays an important role:

• increasing the efficiency of the company,
• facilitating access to capital markets,
• reducing the cost of raising capital and increasing the value of the company's assets,
• increasing the company's reputation.

1. Increasing the efficiency of the company

At first glance, the introduction of corporate governance principles creates "problems" for business: new procedures and rules are introduced, restrictions are imposed. However, the creation of an effective corporate governance system based on the best world standards, ensures accountability of managers, reduces the risk of fraud on their part, increases the efficiency of risk management and internal control mechanisms. Corporate governance streamlines business processes, increasing efficiency and reducing capital costs (Gompers, Ishii and Metrick, Corporate Governance and Equity Prices, August 2001), increases the return on capital costs of companies, this indicator for companies with high corporate governance scores averages 33%. and with low ones - only 15% (Credit Lyonnais SA, 2001).

An important effect of the implementation and observance of proper principles by all participants in corporate relations is improving the decision-making process by governing bodies. This effect is achieved by a clear separation of powers and the regulation of the process of interaction between governing bodies.

Finally, an effective corporate governance system avoids costly litigation, including claims from shareholders and other disputes arising from conflicts of interest, corruption, insider trading, etc., since participants in corporate relations comply with the law and voluntarily adopted standards. The corporate governance system contributes to the prevention and settlement of corporate conflicts.

2. Facilitating access to capital markets

Corporate governance practices affect how easily a company can access capital markets. Companies with effective corporate governance systems enjoy great investor confidence.

An important factor is the transparency of the company. If a company discloses reliable information about itself in a timely manner, investors have more opportunities to assess the company's activities and its prospects in accordance with their needs and interests. Even if such information is negative, they still win, because the level of uncertainty and, accordingly, risk decreases.

Corporate governance indicators are already firmly established as a criterion for making investment decisions, moreover, companies strive to obtain corporate governance ratings (Standard & Poor's) immediately before placing shares on the stock exchange.

As for the stock exchanges themselves, listing requirements for corporate governance standards are becoming more stringent every year, especially with regard to the independence of the board of directors, internal control mechanisms and information disclosure.

3. Reducing the cost of raising capital and increasing the value of the company's assets

The cost of capital directly depends on the risk of investing in a company, the higher the risk, the more expensive the capital raised is. Recently, investors providing debt capital have begun to take into account the company's corporate governance practices (preparation of financial statements, transparency of the ownership structure) when making an investment decision. The implementation of good corporate governance principles will ultimately lead to companies obtaining debt capital on significantly more favorable terms (at lower rates and for longer periods).

The situation in the country also affects the level of risk and the cost of raising capital. Therefore, in countries with emerging markets such as Russia, the corporate governance indicators of a particular company are of particular importance in the light of the absence of an overall effective system for protecting the rights of investors. Figure 5 shows that foreign investors are willing to pay a premium for good corporate governance, and for Russian companies its size is on average 38% of the share price. According to research data, the average difference in financial performance (stock price) of firms with developed and undeveloped corporate governance in the industry was 11.86% ( Brown and Keiler 2004).

Studies show that over the past 15 years in world markets, the share of the value of reputation (more precisely, the capitalization of companies due to its reputation) in the total value of Western companies has increased from 18% to 82%. That is, if a company is worth $ 40 million, then its reputation is worth $ 32.8 million. A 1% increase in reputation ensures a 3% increase in the market value of shares.

Corporate governance, i.e. the principles of openness, honesty, transparency, which the company adheres to, are direct components of its reputation. Reputation is directly proportional to the capitalization and creditworthiness of the company and inversely proportional to the risks to it.

C. Distinguishing corporate governance from similar concepts

Corporate governance is often confused with management in general, with management. This confusion arose from the fact that the English governance more consistent management, how control, however translated corporate governance sounds better than corporate leadership.

The task of management is business management, the task of corporate governance is to establish mechanisms that ensure accountability and balance of interests of all participants in corporate relations. Corporate governance is at a higher level in the company's management system, above management. However, management and corporate governance have points of contact, this is the company's development strategy.

D... Different models of corporate governance

Corporate governance systems vary from country to country. The distribution of functions between the board of directors and executive bodies, the structure of share capital, and the role and participation of other interested parties (stakeholders) in the life of the company are different. It goes without saying that the cultural and economic structure and the development of the stock market affect the traditionally formed corporate governance system. The correlation of all these factors and characteristics makes it possible to talk about various “models of corporate governance”. Traditionally, there are three models of corporate governance - the Anglo-American model, the German (Rhine) and the Japanese.

The main economic features that influenced the formation Anglo-American model are the following :

• high degree of dispersion of the share capital. Among the largest American companies, a very small number have shareholders, large by American standards (as a rule, no more than 2-5% of owners). The main owners of the capital of these companies are a large number of institutional (pension, insurance and investment funds) and an even larger number of small (minority) private investors. As a rule, the funds of these investors are distributed among a large number of companies, and the shareholders themselves are not associated with the companies in any relationship other than the ownership of shares. Diffusion of investments allows investors to be prepared to accept a high degree of risks associated with the activities of companies.
• Most investors are focused on short-term goals, to generate income from exchange rate differences.
• The stock market is highly liquid due to such a structure of the share capital and peculiarities of regulation.
• Capital structure and high liquidity contribute to the high prevalence of hostile takeovers. The stock market is not just a stock market, but a market for companies - through it, control over the largest companies is transferred.
• Due to the peculiarities of legislation and business tradition over the past 60 years, banks have played a minor role as shareholders; their relationships with companies do not go beyond the "borrower-lender" relationship.

The advantages of the Anglo-American model are as follows:

• A high degree of mobilization of personal savings through the stock market, the ease and speed of their flow between companies and industries.
• Investors are focused on finding areas that provide a high level of income (through an increase in the exchange rate difference or high dividends), a willingness to take increased risks for this, which stimulates companies to innovate, search for promising areas of development, and maintains their competitiveness.
• Ease of "entry" and "exit" for investors in the company.
• High informational transparency of companies resulting from the specified features.

The main disadvantages of the Anglo-American model are:

• High cost of raised capital.
• Orientation of top managers, who are forced to take into account the expectations of investors, mainly towards short-term goals. They try to avoid steps that could lead to a decline in the share price.
• Excessive requirements for the profitability of investment projects.
• Significant distortions of the real value of assets by the stock market, a high risk of overestimation (more often) or underestimation (less often) of assets.
• High level of remuneration for top management.

A distinctive feature of the Anglo-American model of corporate governance is the so-called “unitary” (one-tier) board of directors, which includes both executive members (company managers) and non-executive members (who are not employees of the company), some of whom are “independent” directors who do not have no relationship with the company other than board membership. In recent years, after a series of corporate scandals and bankruptcies caused by fraudulent actions on the part of management and insufficient oversight from the board of directors, the number of independent directors in companies is growing.

The German (Rhine) model of corporate governance was formed in the context of the following economic characteristics:

• High concentration of share capital in the hands of medium and large shareholders and widespread cross-shareholding practices. Institutional and small private investors, until recently, owned a small amount of shares and were passively involved in the decision-making process in companies.
• Banks, as well as other industrial companies associated with the companies in which they own shares, not only by property relations, but also by business interests, have a large weight in the ownership structure of companies. Both large and small shareholders are “patient shareholders” with long-term goals. Until very recently, dividends have been the predominant form of earning income from owning stocks.
• Until recently, the stock market had less liquidity compared to the US and UK stock markets. To attract financing, companies are more actively using banking instruments.
• The structure of the share capital and low liquidity determine the insignificant impact of hostile takeovers on the corporate governance system.

The main advantages of the German model are considered:

• Lower cost of raising capital compared to the USA and Great Britain.
• High level of company sustainability.
• Higher correlation between the fundamental value of a company and the value of its stock.

Among the disadvantages of the German model are the following:

• Compared to the United States and Great Britain, it is more difficult to "enter" and "exit" the investments of investors in a company.
• Low degree of information transparency of companies.
• Insufficient attention to the rights of minority shareholders.

The hallmark of the German model of corporate governance has become a “two-tier” board of directors - a rigid division into a supervisory board, consisting of external directors who are not employees of the company, and the board. The supervisory board must include representatives of banks and company employees.

The Japanese model of corporate governance has the following features:

• A high degree of concentration of share capital in the hands of medium and large shareholders and a wide practice of cross-ownership of shares between companies belonging to the same group (keiretsu). Institutional and small private investors until recently had little stock and were passive.
• Banks play an extremely important role in the company's activities. Each industrial group has its own bank, which constitutes its core, which acts as the main regulator of financial flows in it, and, as a rule, is an important shareholder of the company. All shareholders are focused on the long-term goals of companies' development. Dividends were the predominant form of earnings per share.
• Until recently, the stock market had much less liquidity compared to the US and UK stock markets. Banks were used more actively to raise capital.
• The capital structure and low liquidity are responsible for the extremely insignificant impact of hostile takeovers on the corporate governance system.

The main advantages of the Japanese model:

• Low cost of raising capital.
• Investor orientation towards long-term development.
• Orientation of companies towards high competitiveness.
• Greater level of stability of companies.
• Higher correlation between the fundamental value of a company and the market value of its shares.

Disadvantages of the Japanese model:

• Very difficult "entry" and "exit" of investor investments.
• Insufficient focus on investment returns.
• The absolute dominance of the banking form of financing.
• Weak information transparency of companies.
• Little attention to the rights of minority shareholders and a low level of protection of their rights.

Formally, the structure of the board of directors of a Japanese company repeats that of the American one. In practice, almost 80% of Japanese public companies do not have independent directors on their boards, and the boards themselves, as in Germany, are the guides of the company's interests. At the same time, two distinctive features of the German model - the representation of banks and company employees - are absent here. Almost all of the board members of Japanese companies are senior executives or former executives.

Characteristics of the main models of corporate governance

Anglo-Saxon	German	Japanese
Market culture	Culture of consent	A culture of cohesion
Short term strategy	Long term strategy	Long term strategy
Relatively greater influence of equity capital	Relatively greater influence of borrowed capital	Overwhelming influence of debt capital
Market-based financial systems		Bank-based financial systems
Outsider domination	Insider domination	Insider domination
Focus on shareholders	Focus on other stakeholders	Focus on shareholders

In the systems of corporate governance in other countries, there are elements of the models described above.

In France, corporate governance is characterized by the following features:

• High concentration of capital. The corporate sector represents the largest group of shareholders.
• Some of the largest companies are state-owned.
• A large number of shareholders do not participate in control.
• Both one-tier and two-tier board structures are possible.

In Sweden, there is a system of unitary (one-level) councils, but unlike the United States, the participation of representatives of the labor collective is legislatively enshrined, and the participation of management is reduced to being included in the council of the president of the company.

The Netherlands has a two-tier board system, but employees are not admitted to supervisory boards, which are composed only of independent directors.

In Italy, even very large companies are often family-owned, so the largest shareholders are almost always managers. Boards of directors are unitary.

E. Development history and corporate governance regulation

1. History of corporate governance development

Corporate governance practices and standards have evolved over the years. Often, their development was pushed by systemic crises and bankruptcies of the largest corporations. The first documented collapse of the management system was the collapse of the South Seas Trading Company in 1721, which brought about a fundamental change in the laws and commercial practice of Great Britain. Likewise, many US securities laws were enacted after the stock market crash in 1929. Other crises have occurred, such as the secondary banking crisis in the 1970s in Britain and the bankruptcy of savings and loan associations in the United States in the 1980s.

The formation of corporate governance standards was also influenced by a number of bankruptcies in the United States and Europe. The early 1990s saw the Maxwell Group take over the assets of the newspaper's pension funds from the Mirror Group, and the collapse of the Barrings Bank. The new century also began with the spectacular bankruptcy of Enron in the United States, the near-bankruptcy of Vivendi Universal in France, and the Parmalat scandal in Italy. As a result of all these bankruptcies and scandals, which arose due to incompetence or obvious fraud, measures were taken at the state level that influenced the corporate governance system.

2 ... Regulation of corporate governance

Traditionally, corporate governance around the world has been governed by corporate law (company law). However, with the development of corporate relations, it became obvious that legislative acts are not enough to build an effective corporate governance system; it is necessary that the participants in these relations take on voluntary obligations in this area, which will allow for more flexibility in building relationships and increase the level of investor confidence. Thus, another form of corporate governance regulation appeared - corporate governance codes. The corporate governance system of the company is also influenced by the rules of stock exchanges for inclusion in quotation lists. Recently, they have increasingly tightened corporate governance requirements.

Over the past ten years, many codes of best practice and corporate governance principles have been adopted. More than 100 codes have been prepared in 40 countries and regions. Most of these codes focus on the role of the board of directors in the company. The vast majority of these codes are national; only a few can be named international: the recommendations of the European Association of Securities Dealers (EASD - www.easd.org), the Confederation of European Shareholders 'Associations' Corporate Governance Guidelines (www.wfic.org/esh), Statement of Global Principles of Corporate the International Corporate Governance Network (ICGN - www.icgn.org) and the Organization for Economic Co-operation and Development (OECD) Corporate Governance Principles (www.oecd.org).

The OECD principles of corporate governance should be noted especially, since only they are addressed not only to companies, but also to public authorities responsible for developing corporate governance policies. The OECD Principles cover all areas of corporate governance: shareholder rights, the role of stakeholders, board practice and disclosure). Adopted in 1999 and updated in 2004, the OECD Principles have been recognized in many countries of the world as a fundamental document in the development of legislation and national codes of corporate governance, including the Russian Code of Corporate Conduct.

The OECD's corporate governance framework is built on four key principles:

• Justice. The corporate governance system should protect the rights of shareholders and ensure equal treatment of all shareholders, including minority and foreign ones. All shareholders should have access to effective remedies in the event that their rights are violated.
• A responsibility. The corporate governance system must recognize the rights of stakeholders under the law and foster active collaboration between companies and stakeholders to create jobs and ensure the well-being and sustainability of financially healthy companies.
• Transparency. The corporate governance system must ensure timely disclosure of reliable information on all material issues related to the company, including its financial position, performance results, ownership and management structure.
• Accountability. The corporate governance system should ensure strategic management of the company, effective control over managers by the board of directors, and accountability of the board of directors to shareholders.

The scandals of recent years have led to increased attention, both in the United States and in Europe, to the improvement of three areas of corporate governance:

• defining the role and independence of the board of directors,
• quality of internal audit and control,
• information disclosure.

Europe and the United States have different approaches to solving these problems. In the United States, there is a tightening of legislation (Sarbanes-Oxley Act and listing requirements). Europe has followed the path of more lenient regulation through national codes combined with the principle of “do or explain” (companies must comply with the standards of the codes or explain why they do not follow them), although there are certain differences among European countries, for example, Germany and the Netherlands have adopted more tough position of legislative regulation.

The main differences in regulation through codes are as follows:

• Codes are more flexible than legislation to accommodate a wide variety of business situations.
• Codes are usually drafted in closer collaboration with companies than legislation.
• Codes are easier to amend.
• Codes are more useful in situations where general market practice has not yet developed and / or there is no full agreement on standards, or where there are significant differences between individual market sectors.
• Codes are also more appropriate when there is insufficient capacity to enforce the law.

There was some agreement that minimum corporate governance standards and market regulation issues should be enshrined in legislation.

In development of the OECD Principles of Corporate Governance in 2005, adopted A Guide to Corporate Governance in State-Owned Companies, which is based on the practical experience of many countries and contains concrete proposals on how to solve the main problems in the corporate governance of companies with state participation.