Who runs the corporation. General principles of corporate governance

At the level of the authorized management of the corporation, there are two bodies - the board of directors and the audit body.

For example, the Japanese principle of five Cs is interesting for thought. These are not the four Cs that are often discussed in Russian literature today: independence, self-sufficiency, self-financing, and self-government. These are not the seven Cs that ensure the effectiveness of corporate governance, which are widely included in the management vocabulary around the world.

If, as a shareholder, I spend a lot of energy and money on obtaining information about corporate governance, then such information could very well be useful to other investors. But it is not yet clear how I would be able to recover my costs. As such, obtaining this kind of information involves economies of scale, and it is not clear how such information might be sold. These circumstances turn information into a public good, which we will discuss in detail in the next chapter. Here we can see that since there is no reason to expect a competitive information market to emerge, managers can pursue goals other than profit maximization without risking losing their jobs.

There are, however, some important factors that limit the ability of managers to deviate from the goals of the owners. First, shareholders may complain if they feel that managers are behaving inappropriately, and in exceptional cases, they may change current leadership (perhaps with the help of the board of directors of the corporation, whose responsibility is to oversee the behavior of managers). Second, strong market principles can develop in corporate governance. If, with poor management of the firm, it becomes a real transfer of control into the hands of the owners, then managers have a serious incentive to maximize profits. Third, there may be a well-developed market for managers. If those of them who maximize profits are in demand, they will receive high salaries, which in turn will make other managers want to stick to the same goal.

At the same time, this product and marketing program and corporate development strategy will not work properly if the organizational structure of building and managing a corporation does not correspond to them, since it should already include a system for coordinating the activities of entrepreneurial structures, as well as a system for distributing powers between various levels of management.

The councils under the president of the company are advisory bodies. They develop the collective opinion of experts in various fields on the strategic management of the corporation.

The most significant consequence of the corporate restructuring of the 1980s is the formation of a new approach to corporate management, in which the main goal of business is to increase the value of the company. In addition, the inefficiency of corporate conglomerates was demonstrated, they abandoned the concept of financial self-sufficiency (the tendency of companies to create their own internal capital market for new investments and financing growth), there was an awareness of the need to renew corporations and search for sustainable competitive advantages.

Class " corporate systems"(automation and management systems for a corporation, company, financial group, etc.) includes much more functions than, say, just managing an enterprise. A corporation can unite various management, production, financial and other structures, legal entities, have several geographically remote branches, enterprises, trading firms engaged in a wide variety of activities (manufacturing, construction, mining, banking, insurance, etc.). Here, the problems of the correct organization of information support of hierarchy levels, aggregation of information, its efficiency and reliability, consolidation of data and reports in the central office, organization of access to data and their protection, technologies for coordinated updating of unified information of general access. standards of the subsystem of operational, production accounting, personnel accounting, various subsystems of management, office work and planning, analysis and decision support, etc. As you can see, the accounting component in such a system is not dominant, such developments are more focused on company leaders and managers of different levels. In such a system, the interconnection and consistency of all the constituent parts, the consistency of their data, as well as the effectiveness of the application of the system for managing the company as a whole are more important.

The concept of net present value assumes a reasonable separation of the functions of owning and managing a corporation. A manager who invests only in assets with positive net present value acts best in the best interests of each of the owners of the firm - despite their differences in wealth and taste. This is possible due to the existence of the capital market, which allows each shareholder to create their own investment portfolio in accordance with their needs. For example, a firm does not need to adjust its investment policy so that subsequent cash flows match shareholders' preferred temporal consumption patterns. Shareholders can move funds forward or backward in time at will, as long as they have free access to capital markets. In fact, their consumption pattern is determined by only two circumstances, their personal wealth (or lack thereof) and the interest rate at which they can borrow or lend. The financial manager cannot influence the interest rate, but he can help increase the wealth of shareholders. This can be done by investing in assets with a positive net present value.

The changes in organizational structure under consideration allow accelerating the process from development to launch of a particular product to the market, on average, three times faster than before. The process of moving from one organizational chart the other should not be carried out radically. If the corporate governance structure is organized by function, it is necessary to include employees in teams that combine separate divisions and functions. Even if some form of functional structure still exists in the corporation for several years, people are likely to be ready enough to work outside of their previous functions most of the time.

The management staff of a company that had spun off from a large corporation was well equipped to draw up business plans. Perhaps these plans are stricter than those discussed in business schools and special seminars. In an environment determined by the interests of work and their own careers, corporate managers must evaluate the business plans of departments and departments of the corporation that are fighting for money from the same fund. Consequently, business planners should view corporate governance itself in the same role as outside investors. Within this business, corporate executives are in an excellent position, p. which can be judged on the reliability of the content of business plans. This significantly limits the ability of developers to lie or tell half-truths.

Insufficient development of external prerequisites for the formation of joint-stock companies makes internal management tools especially important. The effectiveness of corporate governance in a transitional economy directly depends on the successful development of various aspects of shareholder relations. Corporate governance systems should prioritize the creation of internal governance structures as well as internal infrastructure that would enable them to thrive.

Other options for the distribution of responsibility within a single corporate governance structure are also possible. At the same time, there are a number of common points in the management of diversified firms abroad. Usually in such firms there are three levels of management

Part 5 is devoted to corporate governance issues that you need to know securities analytics.

Here we are not interested in the legal and political aspects of corporate governance, although they are important. Here we will only talk about the role of the securities analyst, who must respond to events and management practices that affect the valuation of corporations, and hence the results of investments. There is no doubt that it is the value of ordinary shares that is especially sensitive to the peculiarities of the ownership rights to shares, which are the basis for the participation of investors in economic life USA.

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Norman B. Kayder, President of Atlas, believes that Mr. Hoffman's chances of moving to the highest echelons of government are reasonable one in three chances to become a manager of Atlas, one in five to become one of the chief executives on the other subsidiary Tyler and a one in ten chance of being promoted to the Tyler Corporation headquarters.

A divisional structure can be viewed as a combination of organizational units serving a specific market and centrally managed. With such a structure, departments can be specialized in sales markets. The shift away from the use of strictly functional corporate management schemes in favor of a divisional structure is quite clearly traced with an increase in the level of production diversification. Schematic diagram divisional management structure is shown in Fig. 7.4. The production divisions of the company receive a certain degree of independence. At the same time, development strategy, research and development, financial and investment policy are within the competence of the top management. The main role in such structures is played by managers who head production departments (divisions). The formation of divisions, as a rule, is carried out according to one of the criteria for products (products or services) - product specialization, for orientation to certain groups of consumers - consumer specialization, for the served territories - regional specialization.

The rapid development of financial markets at the beginning of the XX century. dramatically changed the nature of the activities of many American corporations... The ownership of the companies became more fragmented, in many of them the share of large shareholders did not exceed 10%. By this time, a class of professional managers had practically formed and there was a transition to managing corporations on a professional basis. Managers competed with each other for the right to manage corporations not on the basis of the size of their contribution to the capital of the corporation, but on the basis of their experience, knowledge and abilities. On the basis of these transformations, one of the fundamental principles was finally formed

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General principles of corporate governance

The corporation is managed in accordance with its corporate acts and legislation. At the same time, she herself determines the structure of management, the costs of it. The owner manages the corporation independently or through special governing bodies provided for by the charter.

Functions corporate governance. Management activities- one of the most difficult. It consists of a series of independent management functions:

Planning, i.e. development of a program, procedures for its implementation, implementation schedules, analysis of situations, determination of methods for achieving goals, etc.;

Organization, i.e. elaboration of the structure of the enterprise, the implementation of coordination between structural divisions, etc .;

Motivation, i.e. stimulating the efforts of all employees to fulfill the assigned tasks;

Coordination;

Control.

Complication modern production added two more features:

Innovative, associated with the development and implementation of the latest advances in technology and technology, methods of organizing and managing people;

Marketing, expressed not only in the sale of manufactured goods, but also in research and development that affect the sale of goods, the purchase of raw materials, production, sales, after-sales service.

Principles of corporate governance. The corporate governance system is based on a number of general principles. Among them, the following can be distinguished as the most important.

1. The principle of centralization of management, i.e. 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; providing a unified scientific and technical, production, marketing, personnel policy etc.

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

2. The principle of decentralization, i.e. delegation of powers, freedom of action, rights granted to a lower management body of a corporation, a structural unit, an official - take in certain framework decisions or give orders on behalf of the entire firm or division. 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 is unable to determine and control all decisions, and even more so to implement them.

Decentralization has many advantages, including the main ones: the ability to make quick decisions, attract middle managers and lower levels; no need for development detailed plans; weakening of bureaucratization.

And at the same time, with decentralization, there is a lack of information, which inevitably affects the quality of the decisions made; the scale of thinking changes and the range of interests of managers is narrowing - in these conditions, feelings can prevail over reason; it becomes difficult to unify the rules and procedures for making decisions, which increases the time required for approvals and "adjustments".

A large corporation should be largely decentralized, because the number of decisions that have to be made in the center and the number of their approvals grows exponentially and, in the end, exceeds technical capabilities management system out of control.

The need for decentralization is also increasing in geographically dispersed firms, as well as in an unstable and rapidly changing environment, since often there is simply not enough time to agree with the center on the necessary actions that must be taken immediately.

Finally, the degree of decentralization depends on the experience and qualifications of the managers and employees of the respective departments. The more experienced and qualified people in the field, the more rights they can be given, entrusted with greater responsibility, and instructed to make difficult decisions on their own.

3. The principle of coordinating the activities of 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. It lies in the fact that

The adoption of the bulk of decisions is not made by an entrepreneur or a general manager unilaterally, but by employees of those levels of management where decisions must be made:

The performers are focused primarily not on direct instructions from above, but on clearly limited areas of action, authority and responsibility;

The higher authorities decide only those issues and problems that the lower ones are not able or have no right to take upon themselves.

5. Principle effective use, but by no means neglect of the services of business satellites.

Business includes in its sphere of influence a whole range of related activities. The specialists who perform them are called business satellites, i.e. his accomplices, companions, assistants. They facilitate corporate linkages with outside world: counterparties, the state represented by its many bodies and institutions. These include: financiers and accountants; lawyers; economists-analysts, statisticians, compilers of economic and other kinds of reviews; sales specialists; public relations specialists.

These principles are the basis for corporate rule-making.

Objects of corporate governance.

A. Shareholders. These are the main investors in the corporation.

B. Lenders. Funding of the corporation is carried out both at the expense of equity capital and at the expense of debt, and hence the difference in the interests of shareholders and creditors.

B. Employees (employees, personnel). They are also called non-financial investors because they invest in the form of providing a corporation with specific skills and abilities that could be successfully used not only within the corporation, but also outside it.

D. Suppliers are also categorized as “non-financial” investors.

D. Buyers. The profitability of the corporation ultimately depends on them, but it, in turn, can shape the taste and preferences of buyers.

E. Local authorities management can invest in corporation activities by developing infrastructure or creating favorable tax conditions for the corporation in order to attract new companies and increase their competitiveness.

As you can see, the number of "stakeholders" in the corporation is quite significant. The interests of which group of members of the corporation and to what extent should be represented in management? This is the task for the managers to solve.

In non-profit corporations and production cooperatives with more than one hundred participants, the highest body may be a congress, conference or other representative (collegial) body determined by their statutes in accordance with the law. The competence of this body and the procedure for making decisions by it are determined by this Code, other laws and the charter of the corporation.

(see text in previous edition)

2. Unless otherwise provided by this Code or other law, the exclusive competence of the highest body of the corporation includes:

determination of priority directions of the corporation's activities, principles of formation and use of its property;

approval and amendment of the charter of the corporation;

determination of the procedure for admission to the membership of the corporation and exclusion from the number of its members, unless such procedure is determined by law;

formation of other bodies of the corporation and early termination of their powers, if the charter of the corporation, in accordance with the law, this power is not attributed to the competence of other collegial bodies of the corporation;

approval of annual reports and accounting (financial) statements of the corporation, if the charter of the corporation, in accordance with the law, this authority is not attributed to the competence of other collegial bodies of the corporation;

making decisions on the creation of other legal entities by the corporation, on the participation of the corporation in other legal entities, on the establishment of branches and on the opening of representative offices of the corporation, except in cases where the charter of a business company in accordance with the laws on business companies, making such decisions on these issues is attributed to the competence of other collegial bodies of the corporation;

making decisions on the reorganization and liquidation of the corporation, on the appointment of a liquidation commission (liquidator) and on the approval of the liquidation balance sheet;

Election of an audit commission (auditor) and appointment of an auditing organization or an individual auditor of the corporation.

The law and constituent document a corporation may be assigned the exclusive competence of its supreme body to resolve other issues.

Issues referred by this Code and other laws to the exclusive competence of the highest body of the corporation may not be transferred by it for resolution to other bodies of the corporation, unless otherwise provided by this Code or other law.

3. A single executive body (director, general director, chairman, etc.) is formed in the corporation. The charter of the corporation may provide for the granting of the powers of the sole executive body to several persons acting jointly, or the formation of several sole executive bodies acting independently of each other (paragraph three of paragraph 1 of Article 53). Both an individual and a legal entity can act as the sole executive body of a corporation.

In the cases provided for by this Code, other law or the charter of the corporation, a collegial executive body (board, directorate, etc.) is formed in the corporation.

The competence of the bodies of the corporation referred to in this paragraph includes the resolution of issues that are not within the competence of its supreme body and the collegial management body created in accordance with paragraph 4 of this article.

4. Along with the executive bodies specified in paragraph 3 of this article, the corporation may be formed in the cases provided for by this Code, other law or the charter of the corporation, a collegial management body (supervisory or other council), which controls the activities of the executive bodies of the corporation and performs other functions assigned to him by law or the charter of the corporation. Persons exercising the powers of the sole executive bodies of corporations and members of their collegial executive bodies cannot constitute more than one quarter of the composition of the collegial management bodies of corporations and cannot be their chairpersons.

Members of the corporation's collegial management body have the right to receive information about the activities of the corporation and familiarize themselves with its accounting and other documentation, demand compensation for losses caused to the corporation, challenge transactions made by the corporation on the grounds provided for in Article 174 of this Code or the laws on corporations of certain organizational and legal forms, and demand the application of the consequences of their invalidity, as well as demand the application of the consequences of the invalidity of the corporation's void transactions in the manner prescribed by paragraph 2 of Article 65.2 of this Code.

General concept of a corporate governance body

Definition 1

A corporation is a special form of business. In fact, this is an organizational and legal form of doing business that meets a number of characteristics, namely: having shared ownership (share capital) and based on the transfer of management into the hands of managers. In Russian practice, corporations are usually identified with joint-stock companies of an open (public) and closed (non-public) type.

The activities of corporations have many features, one of which is the presence of many stakeholders, called stakeholders. They can be external to the corporation (government, society, suppliers, etc.) or internal (shareholders, managers, personnel).

The task of corporate governance is to balance the interests of stakeholders in corporate relations, as well as to protect owners (shareholders) from managers.

Corporate governance has a complex hierarchical structure. Each corporation is headed by the highest governing bodies (Figure 1).

Figure 1. Corporate governance bodies. Author24 - online exchange of student papers

A corporate governance body should be understood as a part of its structure, endowed with certain functions and powers. In Russia, corporate governance has a three-tier structure, which includes a general meeting of shareholders, a board of directors and an executive body. Their competencies are determined by the norms of the current legislation and are enshrined in internal local legal acts (Charter, Regulations). Let's consider them in more detail.

General Meeting of Shareholders

The highest level of the hierarchy in the corporate governance system is occupied by the General Meeting of Shareholders (abbreviated as GMS). It includes all the owners of the company (shareholders). The list of issues within the jurisdiction of the OCA is presented in Figure 2.

General meetings of shareholders are conventionally divided into two types - annual (regular) and extraordinary.

The former are convened annually to resolve standard issues related to the approval of the annual accounting statements and annual report joint stock company, approval of the issue of distribution net profit and the payment of dividends and the election of the board of directors. You can attend them in person or in absentia.

The second (extraordinary) meetings are of an irregular nature and are convened by the executive body of the corporation or the board of directors to resolve certain issues within the competence of the GMS that require urgent resolution.

The board of directors (supervisory board) is usually understood as a collegial management body of a joint-stock company that manages the corporation's activities in the intervals between annual general meetings of shareholders. Such management is carried out within the competence ascribed to him by the current legislation and the Charter of the Company. General mechanism its work is determined by the relevant Regulations formed within corporate structures.

Leads the activities supervisory board its Chairman, who is subject to election by members of the board of directors by voting. As a rule, bonus remuneration is paid to the chairman for performing additional functions of managing the activities of the board of directors.

The main functions of the Board of Directors should include the resolution of issues related to the definition of a development strategy corporate education, ensuring the efficient organization of the activities of the executive bodies of corporate governance, exercising control over lower management bodies and structures, as well as guaranteeing the implementation of the rights and interests of the company's owners.

The board of directors is compulsorily elected in all corporations, its members are usually called members of the board of directors or simply directors. A special role among them is assigned to independent directors, who are actually independent outsiders and are not associated with the company in any way (that is, they are not affiliated with it). In practice, independent directors are most often formed from among foreign citizens with an appropriate level of education and work experience.

The committees of the Board of Directors play an important role. Their composition is determined by each corporation independently. Most often, within the framework of joint-stock companies, the following types of them are created:

• Remuneration Committee;
• Audit Committee;
• Strategy Committee;
• Nominations Committee.

Each of them performs its own functions, and, as a rule, they include members of the board of directors.

Executive agency

For leadership current activities of a joint-stock company, its executive bodies are responsible, which are divided into two types (types):

• collegial executive body;
• the sole executive body.

In the first case, we are talking about the management or the board, and in the second, about the general director. In practice, it is more common to manage the activities of corporate structures through directors, that is, the sole executive person.

The decision on the choice of the executive body is made by the general meeting of shareholders and / or the board of directors. Its main tasks are:

• operational and tactical management;
• current planning;
• representative functions;
• conclusion of agreements and transactions on behalf of the company;
• development and implementation of the current economic policy, etc.

The executive bodies are responsible for their activities before the general meeting of shareholders and the board of directors. They regularly report to them.

Remark 1

Perfectly top management a corporation must make decisions in the interests of the company as a whole and its owners in particular, but in practice this is not always the case (which is why, within the framework of corporate governance, a board of directors is created to control the work of management). The most striking indicators of the effectiveness of the work of executive bodies are the profits and dividends of the joint-stock company, as well as the development of the company itself.

Concept, models, participants and tendencies of legal regulation.

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Wherein the legislative framework continues to evolve. Experts point out several of the most notable trends:

Imperative (unilateral power, directive) regulation is strengthening in public companies and the discretion is expanding in non-public ones. After the reform of the Civil Code, two new types of corporations appeared: public and non-public. Legislative acts make it quite clear that public corporations will be regulated as imperatively as possible and maximum requirements (including in corporate governance) will be imposed on them, which cannot be legislatively changed by internal documents and by the provisions of the charter. The rigidity of this regulation is noticeable when convening a general meeting, in the requirements for the structure general management, to those who are included in this structure, in the disclosure of information.

In non-public corporations, the state grants participants the right to independently regulate internal issues. If a corporation does not attract funds from a mass investor, it conducts a business that is distributed among a small number of participants, it receives significant discretion. Its participants can themselves determine the structure of governing bodies, requirements for officials, adhere to the procedure for distribution of profits established in the contract, the procedure for participation in the general meeting.

Judicial practice and judicial lawmaking play an important role. The consequence of this is the regulation of a number of relations at the level of the Resolutions of the Supreme Arbitration Court of the Russian Federation and the Supreme Court of the Russian Federation. This is a feature of the Russian legal system, in which the concept of judicial precedent exists and its role is great for corporate governance. For example, the responsibility of members of governing bodies is regulated at the level of a resolution of the SAC.

The responsibility of members of governing bodies increases for the decisions made (Resolution No. 62). In addition to the legislation on the regulation of the work of JSCs and LLCs, there are separate acts (resolutions of the Supreme Arbitration Court) on the responsibility of the management bodies. They establish requirements for decisions made by directors.

The importance of "soft law" is growing(including the Corporate Governance Code) and local lawmaking. Corporate governance is not a prerequisite for every corporation. If the corporation is small, then it makes no sense for the state / legislators to impose strict requirements on its management. And the company itself chooses the structure of the bodies, distributes powers between them. In this case, an important role is played by internal, local legal acts and “soft law” - recommendatory documents containing the best corporate governance practices. And the corporation decides whether it will use them.

Corporate Governance Code

The structure of the governing bodies of the corporation includes:

General meeting of shareholders / participants.

Board of Directors (mandatory for public JSCs, where it is created by the will of the company's shareholders).

Collegial executive body: board / directorate. Formed at the discretion of the society. Usually created in large corporations where collective leadership is needed. In accordance with paragraph 1 of Art. 69 of the Law on JSC, its powers should be determined by the charter.

Sole executive body (IO). He is needed to sign documents, to conduct external activities - to represent the corporation to third parties. EIO can be not only natural person but also legal. By decision of shareholders or participants, the company may attract another corporation, commercial organization or even individual entrepreneur(manager), conclude an agreement and make it the sole executive body:

director / CEO / president

managing organization / manager.

Residual competence principle

The principle of residual competence applies to the entire structure of management bodies - the key principle of corporate law: the competence of a lower body does not include issues that are decided by a higher one.

The maximum competence belongs to the general meeting of shareholders (this is indicated in the legislation on joint-stock companies). The board of directors carries out general management of the corporation's work, and the competence of the sole executive body includes everything that is not included in the powers of higher bodies.

So, in the laws on JSCs and LLCs it is said that the general director simply manages the activities, and other issues can be spelled out in the regulations on work general director, in his employment contract or documents regulating its work.

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