Introduction

1 Corporate governance: ideal model and Russian reality

3 Russian boards of directors

4 Managers and shareholders

Conclusion

Bibliography

Regulations

Literature

Introduction

The formation of market relations in the Russian economy is characterized by a radical transformation of the means and forms of its organization and functioning. A wide range of modern market institutions are represented in the economic space of Russia: corporate entities, credit and banking institutions, investment companies and funds, financial and insurance companies, stock exchanges, etc. A special place among large corporate-type structures is occupied by financial-industrial and large industrial groups, which have demonstrated high dynamism of economic development, which gives certain grounds for hope that with their help they will solve the problems of development of key areas of the domestic economy.

Currently, 87 financial and industrial groups are registered in the Russian Federation, comprising more than 1,500 legal entities, with a total number of employees of over 3 million people. Large financial, industrial and industrial corporate structures demonstrate high resistance to the effects of unfavorable external factors in conditions of a deep economic crisis and ensure the creation of a favorable investment climate.

The formation of dynamic corporate entities has aroused considerable interest not only among practitioners, but also among legal scholars, and has put on the agenda many issues related to the prospects and features of their development in modern Russian law.

The successful development of modern forms of economic management in Russia is hampered not only by the lack of an adequate regulatory framework, but also by the lack of development of this problem in legal theory, which prevents the creation of a methodology for their research and a methodology for designing effective models.

A fruitful attempt seems to be to comprehend the integration processes and show the features of the development of modern financial and industrial corporate structures, to summarize the foreign and Russian experience of their formation by the following authors: A. Dvoretskoy, V. Dementieva, V. Ivantera, A. Kalina, A. Kulikova, V. Kulikova , E. Lensky, S. Lenskoy, T. Kashanin, A. Nekipelov, Y. Nikolsky, Y. Petrov, E. Saburov, A. Savin, A. Selezneva, B. Smitienko, N. Timofeeva, V. Tsvetkova, A . Tsygichko, Yu. Yakutin and others.

The objects of this course research were financial, industrial and industrial corporate structures, relations that form the internal organization of Russian corporations, and the legal environment of their functioning.

The purpose of the course work is to study modern forms of corporate entities in Russian law and develop, on this basis, a concept for the formation of a mechanism for the formation and development of corporate structures, which makes it possible to identify their classification characteristics, determine the principles of the internal organization of a corporation, and propose measures to improve corporate governance.

1 Corporate governance: ideal model and Russian reality

The problem of corporate governance associated with establishing a balance of interests of different groups of stakeholders (shareholders, including large, minority, owners of preferred shares, company managers and its employees, government bodies) is relevant for most countries of the world.

The issue of developing corporate governance standards has become the center of attention of international organizations. Thus, in May 1999, the OECD Council approved the Principles of Corporate Governance, which are advisory in nature and serve as a kind of guideline for creating a legal framework for corporate governance at the state level, as well as for assessing and developing a company’s own practices. The document sets out principles relating to five areas: (1) shareholder rights; (2) equality of shareholders; (3) the role of stakeholders in corporate governance; (4) disclosure and transparency; (5) duties of the board of directors.

The 100% level of implementation of these principles has not been achieved anywhere. But the most developed countries, primarily those belonging to the Anglo-American legal family (USA, Hong Kong, Canada), have come closest to it. The countries of continental law lag somewhat behind, especially the countries whose law is based on the Napoleonic Code.

For Russia, the most significant comparison is with the so-called emerging markets. But here we see that the myth about the uniqueness of the “horrors” of corporate governance in Russia, as it is not surprising, is nothing more than a myth. Investors face the same problems in Indonesia, Korea, Brazil, Mexico, Argentina, Turkey, the Czech Republic, and India.

The second myth that needs to be dispelled is the opinion among some investors that there are no laws regulating corporate governance in Russia.

In connection with the above, it is advisable to dwell in more detail on the legal basis of Russian corporate governance and compare it with the situation in other countries.

For this comparison, the G7 countries (Canada, USA, UK, Italy, France, Germany, Japan) and the 15 largest emerging markets were taken:

4 countries from Latin America: Argentina. Brazil, Mexico, Chile;

2 countries from Europe: Greece, Portugal;

8 countries from Asia: South Korea, Philippines, Indonesia, Malaysia, Taiwan, Thailand, India, Turkey;

1 country from Africa: South Africa.

Table 1. Overview of the main risks of corporate governance in Russia.

Source: Brunswick Warburg

The existing legislation in Russia has already adapted a number of important measures to protect the rights of shareholders (practically the introduction of mandatory dividends and the right of a minority of shareholders to overturn management decisions is not enough).

Basically, in Russia, corporate governance is regulated by a number of laws - the Civil Code of the Russian Federation, the Federal Laws “On Joint Stock Companies”, “On the Securities Market”, “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market”, as well as regulations of the Federal Securities Market Commission and some other departments.

In particular, the Law “On Joint Stock Companies” (hereinafter referred to as the Law) contains the basic norms of corporate law that define the rights of shareholders, the role, powers and responsibilities of those entrusted with managing the activities of a joint stock company, as well as ensuring the protection of the rights and interests of shareholders. The law has been in force since 1996 and has not changed since then. The practice of its application has shown that although this Law, which is very progressive from the point of view of international experience, has largely regulated corporate relations, there are still gaps in it that urgently require filling.

The imperfection of the Law and the ambiguous interpretation of its provisions have led to the fact that some violations have a completely legal form. The specificity of the situation is that the provisions of the Law, which seemingly guarantee the shareholder protection of his interests, in Russian conditions in practice, due to their “skillful” application, play the opposite role.

However, the main reason for Russia's problems is poor implementation of legislation. In this parameter, Russia seriously lags behind most other countries in transition economies, including a number of CIS countries.

The most typical violations of shareholder rights include: violation of a shareholder’s right to participate in a general meeting, erosion (dilution) of capital, violation of shareholder rights during reorganizations and consolidation of companies (especially during the transition to a single share), violations of information disclosure requirements, withdrawal of assets to “friendly” companies, transfer pricing, making “interested” transactions in violation of the established procedure, carrying out fictitious bankruptcies with the subsequent purchase of assets being sold.

Let's look at some of them.

2 Features of violation of shareholder rights in Russia

A. In Russia, one of the basic principles of corporate governance is legally enshrined - “one share - one vote”. The shareholder exercises the right to participate in the management of the company through participation in the general meeting of shareholders - the highest management body of the joint-stock company. But as it turned out, using your right for a shareholder is not always easy.

According to the Law, the right to participate in the general meeting can be exercised by a shareholder either personally or through a representative. This provision expands the opportunities for shareholders to take part in the meeting. But the mention in the Law that the power of attorney must contain the passport data of the representative, in the context of the struggle for control, acquires the force of a formidable weapon. The party wishing to prevent the “enemy” from participating in the meeting understands passport data as any entry in the passport. The power of attorney of the shareholder's representative is formally rejected, and the representative is not allowed to participate in the meeting.

The deadlines for preparing for the general meeting are violated and, as a result, the shareholder does not have time to take part in the meeting, because the notice of the meeting or the voting ballot was received too late, or, as happens, not received at all, since they were simply “forgotten” send.

Of course, if the decision of the general meeting is made in violation of the requirements of the law or the company's charter, it can be appealed by the shareholder in court. But this barrel of honey was not spared a fly in the ointment. The shareholder must take into account that the court may uphold the appealed decision if the vote of this shareholder could not influence the voting results, the violations committed are not significant and the decision did not cause losses to this shareholder. Thus, a minority shareholder, whose vote usually does not influence the voting results, often needs not only a good lawyer, but also a lot of luck to protect his rights in court if, for example, the deadline for notifying a meeting was violated.

B. Most often, the rights of shareholders are violated when placing securities. As a result, a new issue is already becoming synonymous with a violation of the rights of shareholders.

An example is the well-known conflicts of recent years in the oil companies Yukos (transfer of funds from subsidiaries, erosion of shares of minority shareholders), Sidanko (attempt to issue and place convertible bonds at a price below the market price for placement to affiliates), Sibneft (transfer assets into the holding and discrimination against small shareholders of subsidiaries when switching to a single share). It should be noted that in a significant proportion of cases, “erosion” was unsuccessful. In 2008 alone, the Federal Securities Commission of Russia denied state registration of share issues in 2,600 cases, including strikes against “oligarchs.”

Especially often, the Boards of Directors, using the opportunity provided by the Law to make decisions on increasing the authorized capital, placed shares by private subscription to affiliates at a clearly non-market price, often without even informing the shareholders about this.

The terms of the placement were determined according to the “bottleneck” principle - in such a way as to exclude or significantly complicate the opportunity for shareholders to purchase shares. For example, the placement of shares of a large issuer was carried out only for one day and at the same time, the personal presence of the shareholder was required to conclude the transaction.

B. Violations of shareholder rights related to the reorganization of joint stock companies have also become widespread. The purpose of the reorganizations was the transfer of profitable business by the “controlling” shareholder to new companies. The financial problems of the “old” company were inherited by the remaining shareholders. Or, on the contrary, individual shareholders were forced out into new companies with unfavorable financial conditions.

To prevent such violations, the Federal Securities Commission of Russia has introduced a number of provisions into its regulations aimed at protecting the rights of shareholders in the process of issuing securities. These include the requirement that a decision to place shares by private subscription can only be made by the general meeting of shareholders of this joint-stock company. Later, this provision was enshrined in the Federal Law “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market.”

In accordance with the requirements of the Federal Securities Commission of Russia, the period during which shareholders can enter into agreements to purchase the specified securities (except for the case of placement of shares and securities convertible into shares among shareholders exercising the pre-emptive right to purchase) cannot be less than one month.

A requirement has been established for the mandatory involvement of an independent appraiser to determine the placement price of securities, in the case of their placement by an open joint-stock company with the number of shareholders of 1,000 or more, as well as by an open joint-stock company, the state registration of securities issues of which is carried out by the Federal Securities Commission of Russia, through a closed subscription to persons who are not shareholders of this joint-stock company, or not all shareholders of this joint-stock company, as well as all shareholders, but not in proportion to the number of shares they own. Although the quality of work of the so-called independent appraisers, as is known, causes many complaints.

A clear procedure has been established for the preliminary (including before the submission of documents for state registration of the issue of securities (at least 30 days in advance)) disclosure of information about the issue, which allows shareholders to promptly learn about the relevant decisions during the issue and appeal them before they rights will be violated. In addition, the Standards establish the preference of shareholders to purchase shares when placing additional shares, clarify the rules for making decisions on large and interested transactions related to the placement of shares, as well as the rules for paying for shares in kind.

An important role in the corporate governance system is assigned to boards of directors, and it is assumed that the board of directors must ensure the management of the company taking into account the interests of all shareholders, by searching for a possible balance. However, in the domestic practice of corporate governance, in most cases, the board of directors defends the interests only of the large (controlling) shareholder, as well as its own, which sometimes conflict with the interests of the company’s shareholders. As mentioned earlier, the decision of the board of directors to issue shares “eroded” the shares of undesirable shareholders in favor of large shareholders, new shareholders appeared affiliated with members of the board of directors, and the block of shares acquired by them as a result of a closed issue often turned out to be “controlling”.

In recent years, with the help of boards of directors in some companies, a redistribution of assets was carried out without taking into account the interests of small shareholders (the property of a joint-stock company from the assets of this joint-stock company was transferred to organizations friendly to the company's managers, or the parent company). Establishing unreasonably high salaries and remunerations for members of the board of directors and executive management bodies, in conditions where dividends and wages were not paid. Through transfer pricing and tolling schemes, shareholder income often flows into the pockets of managers and the “controlling” shareholder. It is necessary, however, to emphasize that the solution to these issues lies primarily in the area of ​​criminal law, and to a lesser extent this concerns corporate law.

There is opposition to an independent audit of the financial activities of a joint-stock company, which non-affiliated shareholders insist on.

At the same time, it should be remembered that the existence of a conflict of interests between shareholders and the board of directors is an objective phenomenon, and world experience has already developed some measures to resolve it.

For example, by including so-called independent directors on the board - persons not related to the company by business relations, no matter what this affects the objectivity and independence of their decisions, but has a certain influence on the decisions of the board. Within the board, it is advisable to organize additional various committees - on audit, on management remuneration, on relations with shareholders.

4 Managers and shareholders

The day-to-day management of the activities of a joint-stock company is carried out by the executive body of the company, which has the right to resolve any issues of the company’s activities that are not within the exclusive competence of the general meeting and the board of directors. Thus, the decisions of the executive body of the company directly and daily affect the company’s activities.

Of fundamental importance is the question of which governing body is competent to form the executive body, since this determines to whom the executive body is accountable. The formation of the company's executive bodies and the early termination of their powers in Russia are carried out by decision of the general meeting of shareholders, if the company's charter does not include the resolution of these issues within the competence of the company's board of directors.

Unfortunately, executive directors have contributed enormously to the negative perception of Russian corporate governance. With the direct participation of directors (and sometimes on their initiative), assets are withdrawn from joint stock companies. During the privatization of enterprises, the management composition, as a rule, was not subject to change, but as a result of a change of owner, new shareholders appeared who had previously had no relation to this joint-stock company, and as a result, the “old” managers in every possible way opposed the participation of the new owners in the company’s activities.

Over time, the mentioned conflicts were partially overcome, but before the battlefields of the past had cooled down, new ones appeared: non-market transactions with the company’s property, refusal to provide necessary information to shareholders, opposition to the arrival of new managers.

The fight for information disclosure continues.

For example, information about the remuneration of members of the management bodies of Russian joint-stock companies is a separate page in the history of domestic corporate governance. It goes without saying that shareholders have the right to know how much it costs to run a company and where and how their money is used. For this purpose, based on world practice, the Federal Securities Commission of Russia has established a requirement for the disclosure of the mentioned information in prospectuses for the issue of securities and quarterly reports of issuers. Interestingly, this requirement turned out to be one of the most criticized by the majority of issuers and some so-called professional participants in the securities market.

Still, there is clear progress in the area of ​​information disclosure. Firstly, the Federal Securities Commission of Russia, in development of the requirements of the Law “On the Securities Market”, adopted a number of regulations specifying the composition of information included in the quarterly reports of issuers and information about material facts in their financial and economic activities, as well as establishing the procedure for its disclosure. In addition, requirements for the disclosure of information carried out by issuers during the issue of securities have been determined.

To be fair, it should be noted that Russian legislation on information disclosure, which was formed in difficult conditions, is still far from ideal, but, nevertheless, it already allows investors today to receive basic information regarding the management of a company.

Secondly, with the release of the Law “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market,” the Federal Securities Commission of Russia received the authority to impose penalties for offenses in the field of information disclosure. The same law establishes a ban on the public circulation of securities of issuers that do not disclose information to the extent and in the manner prescribed by law.

Conclusion

To summarize the above, we will highlight the main violations (corporate governance problems) that have a significant impact on the position of investors, and analyze the existing mechanisms for protecting the rights of shareholders and possible ways to improve them.

The main causes of problems with corporate governance,
and as a result, investors' losses are reduced to the following.

1. The ongoing struggle for “control” in many enterprises.

2. Unsatisfactory law enforcement system in Russia (including the ineffective work of many courts).

3. Passivity of the Russian Government.

4. Disconnected and passive position of minority shareholders.

5. Gaps in the legislation, for example, the absence of a mandatory pre-emptive right of shareholders or the institution of class (collective) claims.

6. Insufficient due diligence before making investment decisions; in particular, in Russia it is necessary to first check:

Transparency and legality of financial schemes used by managers; the existence of a “bad history” in relation to shareholders, the presence of connections with oligarchs and crime,

The existence of legal “mines”, as, for example, in the case of OJSC MGTS, when, in accordance with privatization legislation, the company had an unconditional obligation to increase the authorized capital and transfer a controlling stake to the winner of the investment competition.

Relationships between managers and local authorities.

The current situation with corporate governance in Russia requires a whole series of steps, some of which must be taken by the State Duma, the Government of Russia, and some by the investors themselves.

It is possible to ensure the protection of shareholders' rights from unfair actions of managers both by tightening at the legislative level responsibility for actions that violate the rights of shareholders, improving existing legislation, and by improving the practical use of existing laws (which requires political will!).

In this regard, it is necessary to adopt a number of regulations to eliminate existing gaps in legislation. Some of these bills are already in the State Duma.

At the same time, the main priorities for improving corporate governance legislation in Russia are:

The adoption of legal norms that ensure the unimpeded dismissal (removal) of chief managers, or even the confiscation of assets belonging to chief managers, in the event of their violation of corporate governance rules.

Prohibition of insider trading.

Qualifications for transactions with affiliates.

Expanding information disclosure requirements and responsibility for the content of disclosed information.

Regulating the dilution of capital (including by introducing mandatory pre-emptive rights for shareholders).

Limitations on “cross-ownership” of shares.

Introducing direct liability of officers, directors and controlling shareholders for damage to the joint-stock company itself, or shareholders (up to and including criminal prosecution).

Everything that was said above is very important and will not lose its relevance for a long time. But it is no less important to change the attitude towards the problem of corporate governance among the joint stock companies themselves, which will inevitably change, since “positive” or “negative” corporate governance practices in a company, accordingly, affect its investment attractiveness, and therefore, in the long term, its survival. Thus, there is no alternative to improving corporate governance in Russia.

Bibliography

Regulations.

1. Criminal Code of the Russian Federation (Articles 165, 201, 204).

2. Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies”

3. Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market”

4. Resolution of the Federal Commission for the Securities Market of Russia dated May 14, 1996 N 10 “On the procedure for publishing information on the acquisition by a joint-stock company of more than 20 percent of the voting shares of another joint-stock company”

5. Resolution of the Federal Commission for the Securities Market of Russia dated September 17, 1996 No. 19 “On approval of Standards for the issue of shares when establishing joint-stock companies, additional shares, bonds and their issue prospectuses” (as amended by Resolution of the Federal Commission for the Securities Market of Russia dated November 11, 1998 No. 47)

6. Resolution of the FCSM of Russia dated February 12, 1997 No. 8 “On approval of Standards for the issue of shares and bonds and their prospectuses during the reorganization of commercial organizations” (as amended by Resolution of the FCSM of Russia dated November 11, 1998 No. 48)

7. Resolution of the Federal Securities Commission of Russia dated December 31, 1997 N 45 “On approval of the Regulations on the procedure for suspending the issue and recognizing the issue of securities as failed or invalid”

8. Resolution of the Federal Securities Commission of Russia dated April 20, 1998 No. 8 “On approval of the Regulations on the procedure for holding a general meeting of shareholders by absentee voting”

9. Resolution of the Federal Commission for the Securities Market of Russia dated April 20, 1998 No. 9 “On approval of the Regulations on the procedure and scope of disclosure of information by open joint-stock companies when placing shares and securities convertible into shares by subscription”

10. Resolution of the Federal Securities Commission of Russia dated August 11, 1998 N 31 “On approval of the Regulations on the quarterly report of the issuer of equity securities”

11. Resolution of the Federal Securities Commission of Russia dated August 12, 1998 N 32 “On approval of the Regulations on the procedure for disclosing information about material facts (events and actions) affecting the financial and economic activities of the issuer of equity securities”

12. Resolution of the Federal Commission for the Securities Market of Russia dated September 8, 1998 N 36 “On approval of the Regulations on the procedure for returning to the owners of securities funds (other property) received by the issuer as payment for securities, the issue of which is recognized as failed or invalid”

13. Federal Law No. 46-FZ dated March 5, 1999 “On the protection of the rights and legitimate interests of investors in the securities market”

14. Resolution of the Federal Commission for the Securities Market of Russia dated June 7, 1999 No. 3 “On approval of the Regulations on the procedure for considering cases and imposing fines for violation of the legislation of the Russian Federation on the protection of the rights and legitimate interests of investors in the securities market”

15. Resolution of the Federal Commission for the Securities Market of Russia dated September 30, 1999 No. 7 “On the procedure for maintaining records of affiliated entities and presenting information about affiliated entities of joint-stock companies.”

Literature.

1. Bakumenko M.V. Mergers in the Russian economy. // Collection of scientific papers: Current problems of reforming the Russian economy. - Volgograd: RPK "Polytechnic". 2008.

2. Bandurin A.V., Zinatulin L.F. Economic and legal regulation of the activities of corporations in Russia. – M.: Bukvitsa, 2007.

3. Vorobyov A.S. Development of corporate relations in the modern Russian economy. - M.: Republic. 2008.

4. Kashanina T.V. Corporate law. Textbook for universities. Moscow: Publishing group NORMA-INFRA M, 2007.

5. Oleinik S.V. Prohibitions and procedural requirements in the corporate legislation of some countries. M., Postscript, 2008.

6. Experience in the creation and activities of the first financial and industrial groups in Russia // Financial and industrial groups: Foreign experience and the realities of Russia / Financial Academy under the Government of the Russian Federation; Ed. Smitienko B.M., Movsesyan A.G. - M.: FA. 2008.

7. Patrushev P.M. Capital of financial and industrial corporate structures: theory and practice. - M.: FA. 2007.

8. Sevastyanov S.N. Corporate governance: problems of legislation in Russia (report on a grant from the State Committee for Higher Education of the Russian Federation). - M.: FA. 2008.

9. Chernyshov V.N. Main trends in the formation of corporate legislation in the Russian Federation., M., Fakt-M., 2008.

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Introduction

Reasonable and effective corporate governance has always been the main market criterion for determining organizations that can become the basis for reorienting the economy from raw materials towards the development of an economy of intellectual capital. Currently, our state’s priority is to support such promising companies that contribute to the development of the country’s economic potential. The investment attractiveness of commercial organizations depends on the presence of an effective management mechanism, the effectiveness and transparency of which are one of the most important criteria for trust in the company among potential investors. The value of Russian enterprises on the international market and the volume of investments directly depend on the quality of legal regulation of corporate relations. In addition, the study of the legal aspects of management of Russian corporate-type commercial organizations helps to determine the most effective management model, which creates conditions for increasing the well-being of the corporation and its participants. Maintaining a balance of interests of participants in a legal entity, a clear delineation of powers of management bodies, and independence of regulatory bodies in the organization are the basis of a highly profitable and stable commercial corporation. Since the innovative development of the economy inevitably requires changes in the forms of doing business, the improvement of corporate legislation is considered as one of the tools for the transition to an innovative economic model.

In the Russian Federation, we are observing the stage of formation of a corporate governance model, which in our time has not yet truly started working. Relations related to the implementation of corporate governance in commercial corporations are regulated mainly by the provisions of the Civil Code of the Russian Federation, the norms of the federal laws “On Limited Liability Companies”, “On Joint Stock Companies”, “On Business Partnerships”, etc. Corporate legislation is far from perfect: the presence of obvious contradictions, inaccuracies, and not entirely clear formulations used in business and judicial practice are characteristic features of domestic corporate legislation. Thus, there is an obvious need to improve legislative acts in the field of management of commercial corporate organizations and the practice of its application, especially in terms of interaction between corporate management bodies. The above describes the relevance of the research topic and its significance for science, legislative and law enforcement activities.

The object of the study is public relations in the management of legal entities operating in various organizational and legal forms.

The subject of the research is the norms of domestic law regulating the organization of management of commercial corporate legal entities, scientific and practical developments, materials of law enforcement practice.

The purpose of the study is, based on a comprehensive analysis of the provisions for the implementation of corporate governance in commercial organizations, to identify problems and develop proposals for improving legislation and harmonizing law enforcement practice in the field of construction and implementation of management activities in corporate-type commercial organizations.

To achieve this goal, the following tasks were set:

· identify the features of the Russian corporate governance model;

· explore the system of corporate governance bodies established by regulations, identify their essence and place in the management system;

· consider the features of the creation and functioning of management bodies of commercial corporate organizations;

· conduct an analysis of corporate governance in certain types of commercial corporations.

Work structure. The work consists of an introduction, three chapters consisting of nine paragraphs, a conclusion and a list of used regulatory sources, literature and acts of judicial practice.

The methodological basis of this work consists of such methods of scientific research as analysis, synthesis, generalization, systematic approach, induction, comparison, etc.

The degree of scientific development of the topic. A large amount of specialized literature is devoted to corporate organizations. But the publications mainly contain comments on regulations and do not study theoretical problems associated with management in corporate commercial organizations. In modern legal literature (V.V. Dolinskaya, I.S. Shitkina, T.V. Kashanina, D.V. Lomakin, S.D. Mogilevsky, S.I. Nosov, M. Afanasyev, P. Kuznetsov, A. Fominykh, Y.S. Kharitonova, I.A. Samoilov, etc.) management in corporations is considered within the framework of general problems or in connection with other specific issues, for example, the legal basis of the activities of corporate commercial organizations, the protection of the rights of participants, the practice of applying corporate legislation and others.

The regulatory framework of the study is based on the norms of the Civil Code of the Russian Federation, as well as the provisions of special laws devoted to the organization of corporate governance in certain types of commercial corporations.

The scientific novelty of the final qualified work lies in the fact that for the first time a comprehensive study of theoretical and practical problems associated with the imperfection of legal regulation of management in a corporation was carried out.

Based on a comprehensive analysis of the implementation of management in commercial corporate organizations, conclusions were drawn that are expressed in the following provisions submitted for defense.

1. Currently, the terms “corporation” and “corporate governance” in modern Russian law are used in different meanings, sometimes inconsistent with the norms of the Civil Code of the Russian Federation. For example, the Federal Law of January 12, 1996 No. 7-FZ “On Non-Profit Organizations” (hereinafter referred to as the Law on Non-Profit Organizations, the Law on NPOs) contains the definition of a state corporation, which is a non-profit organization that does not have membership, established by the Russian Federation on the basis of a property contribution and created to carry out socially useful functions, which contradicts the characteristics of a corporation enshrined in the Civil Code of the Russian Federation. To eliminate disagreements in the understanding of terms, the work formulates a definition of the concept “Management in a corporate commercial organization,” which is proposed to be included in the Civil Code of the Russian Federation.

2. Many experts have still not come to a common opinion - the features of which global model of corporate governance (monistic or dualistic) are inherent in the Russian model of corporate governance. The study analyzes the features of the domestic model, implemented within the framework of our legislation, and substantiates the conclusion about the mixing of two global models of corporate governance in the Russian Federation.

3. The laws on business companies and the Civil Code of the Russian Federation contain a list of issues that require unanimous decision-making at a general meeting. In our opinion, it is necessary to consolidate the right to expand in the charter of corporations the list of issues on which members of a corporate organization have the right to make decisions unanimously or otherwise due to the absence of a regulatory prohibition.

4. The competence of the management bodies of a corporate organization is defined in Russian laws, but the procedure for delimiting competence is not regulated, therefore the specifics of the distribution of powers are reflected in the constituent document, which, due to our legislation, is not always a public and reliable document for the participants of the corporation and third parties. This gives rise in practice to some problems in determining the competence of management bodies, for example, when there is a plurality of persons exercising the powers of the sole executive body. The work proposes to supplement clause 1 of Art. 5 of the Federal Law of 08.08.2001 No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs” (hereinafter referred to as the Federal Law on State Registration) with subparagraph l.3) as follows: “information on the delimitation of competence in case of a plurality of persons who have the right to act without a power of attorney on behalf of a legal entity", which will record information about how decisions are made by directors (jointly or independently of each other), brief information is provided on the delimitation of the competence of these persons by areas of activity, the powers of each such person, and their limitations.

Work structure. The work consists of an introduction, three chapters, which are divided into nine paragraphs, as well as a conclusion and a list of sources and literature used.

Chapter 1. General characteristics of the management system of commercial corporations

1.1 Russian model of corporate governance: general characteristics

In 2014, Federal Law No. 99-FZ of May 5, 2014 “On Amendments to Chapter 4 of Part One of the Civil Code of the Russian Federation and on Recognizing Certain Provisions of Legislative Acts of the Russian Federation as Invalid” was adopted, which enshrined innovations in legislation: among legal entities are now divided into corporate and unitary, the system of organizational and legal forms of commercial and non-profit organizations has been revised, categories of public and non-public companies have been introduced. However, despite the introduction of changes, the disclosure of the concept of corporate relations, the definition of the legitimate characteristics of a corporation, the question of the nature and essence of corporate relations is controversial and open, since it has not yet received a unified interpretation in the literature.

The Civil Code of the Russian Federation dated November 30, 1994 No. 51-FZ (as amended on March 28, 2017) (hereinafter referred to as the Civil Code of the Russian Federation, Civil Code of the Russian Federation) and special laws contain legal norms of corporate law regulating public relations related to the formation and activities of corporations.

The term “corporation” in modern Russian law is used not only in its direct meaning as defined by the Civil Code of the Russian Federation. According to paragraph 1 of Article 71 of the Law on Non-Profit Organizations, a state corporation is a non-profit organization that does not have membership, which was established by the Russian Federation on the basis of a property contribution and created to carry out socially useful functions. In Art. 65.1 of the Civil Code of the Russian Federation contains a definition of the term “corporation”; such entities are economic entities in which the founders (participants) have the right to participate (membership) in them. Membership (participation) is expressed in common goals for the participants (members) to realize their needs in the course of the organization’s activities Bezdenezhnykh A.V. Problems of corporate governance in the implementation of modern models of corporate governance of Russian enterprises / A.V. Bezdenezhnykh // Business Security. - 2013. - No. 4. P. 28. . These participants (founders) participate in the formation of the supreme body of the organization. There is no other definition of the concept of “corporation” in this regulatory act.

An exhaustive list of corporations is established in Article 65.1 of the Civil Code of the Russian Federation, which includes commercial organizations whose main purpose is to make a profit - these are peasant (farm) enterprises, economic partnerships, business partnerships and societies, production cooperatives, as well as non-profit organizations that do not make a profit as the main goal and do not distribute the profits between the participants - these are partnerships of real estate owners, communities of indigenous peoples of the Russian Federation, consumer cooperatives, associations (unions), public organizations, social movements, Cossack societies included in the state register of Cossack societies in the Russian Federation.

Corporate governance is a concept that covers the system of relationships between management bodies at all levels, members (participants) and other interested parties of a legal entity Verbitsky V. Who needs corporate governance and what kind of corporate governance today? / V. Verbitsky // Securities market. - 2013. - No. 7. P. 56. . The development of a corporate-type management institute in the Russian Federation should be aimed at modernizing existing corporate systems and creating an effective corporate governance model that will ensure a high level of development and competitiveness for domestic corporate organizations in a rapidly changing economy. Corporate legislation, the size of the organization, as well as the goals of the corporation can determine the management structure, which, as a rule, is not constant and may change depending on market conditions and the internal environment of the organization.

Through corporate governance, the interests of the organization's participants should be harmonized, a certain structure of management and control bodies should be created, that is, their configuration and relationship Ansoff I. New corporate strategy. - St. Petersburg: Publishing house "Peter", 2014. P. 122. . In this context, the corporate governance model can be considered as a model of the structure and delimitation of powers of corporate governance and control bodies. Zadorozhnaya A. N. Study of the role of corporate governance in increasing the investment attractiveness and credit rating of Russian companies / A. N. Zadorozhnaya // News of the Ural State Economic University. 2013. No. 1. P. 64. .

At the moment, the concept of “management in a commercial corporation” is not enshrined in any regulatory act. To eliminate the disagreements that have arisen in law enforcement practice regarding this concept, we propose to introduce the definition we have formulated into the Civil Code of the Russian Federation: “Management in a corporate commercial organization is the organizational and legal activities of management bodies, within the relevant competence, regulated by regulations of the Russian Federation and the corporation, implemented in the procedure established by law, through which a corporate organization participates in civil circulation for the purpose of making a profit.”

Currently, there are two main models of corporate governance used in the world. The monistic model is inherent in the Anglo-American legal system. It is based on the principle of unified management and is represented by a two-tier management structure, which is characterized by the presence in the organization of a supreme governing body - a general meeting of participants (will-forming body) and a sole body (will-expressing body) Kochetkov G.B., Supyan V.B. Corporation: American model. - St. Petersburg: Peter, 2015. P. 219. . The company secretary is also present. It is assumed that there is no board of directors as a separate body. Instead of a general meeting, the functions of the highest management body in a corporation can be performed by a board of directors, which combines the functions of control and management Afanasyev M., Kuznetsov P., Fominykh A. Corporate governance through the eyes of the directorate. M., 2014. No. 5. P. 63. . To perform its functions, the council is formed from executive directors-managers and independent directors, who act as controllers and determine the company's strategy N.G. Frolovsky. Management of entrepreneurial corporations in the Russian Federation (legal aspect): Author's abstract. dis. Ph.D. legal Sci. Belgorod, 2010. P. 250. . Shareholders or the board of directors directly decide on the distribution of board functions, which are enshrined in internal corporate documents V. N. Burkov, V. A. Irikov. Models and methods of managing organizational systems. - M.: Nauka, 2014.P. 173. .

The second model of corporate governance is represented by a dualistic model, which contains a three-tier structure of governing bodies and is characteristic of states of Roman-Germanic law. This system is distinguished by the mandatory presence of a third body between the supreme management body and the executive bodies - the supervisory board, which is a permanent body consisting of independent directors Chub B.A. Corporate governance. Lecture course. - M: Progress, 2015. P. 125. . The council is created by the general meeting and controls the actions of the executive bodies, monitors the financial condition of the corporation. This model clearly separates the functions of supervision and management. The Supervisory Board verifies the legality of the actions of the board, which directly manages the current activities of the organization. The dualistic model assumes that minority shareholders usually have little interest in participating in its business activities, so they have very little control and management power. The current management of the company's activities is carried out by its collegial executive body; the supreme body is removed from solving current issues and has no right to give instructions to the board. Thus, decisive power is concentrated in the hands of the supervisory board and the general meeting.

The formation of a corporate governance model is influenced by various factors, such as the culture of the nation, the mentality of the population, values, folk traditions, as well as a number of economic and political factors. That is why a universal management model for each state cannot exist. At the moment, we are witnessing the process of forming our own, Russian model of corporate governance.

The legislation of the Russian Federation, as a general rule, regulates a three-level management system. However, it is possible to apply a two-level corporate governance model. The highest governing body is the general meeting of the corporation’s participants (clause 1 of Article 65.3 of the Civil Code of the Russian Federation), and executive bodies are formed in the corporate organization, represented by a sole (director, general director, etc.) and a collegial executive body (board, directorate, etc.) .d.), and the second is created at the discretion of the corporation and in cases provided for by law (clause 4 of article 65.3 of the Civil Code of the Russian Federation). The legislation also provides for the creation of a collegial body (supervisory board or other council) (clause 3 of Article 65.3 of the Civil Code of the Russian Federation), but the mandatory formation of this body is inherent only in a public joint-stock company (clause 3 of Article 97 of the Civil Code of the Russian Federation). In form, this system resembles the three-tier German model, but is also very similar to the Anglo-American model, in which control and management are clearly separated, so we see a mixture of the two models. The Russian model of corporate governance, on the one hand, has the features of a monistic model, because in the Anglo-American management system there is a general meeting and a sole executive body, but it is also possible to create a board of directors that combines control functions and general management functions, which is reflected in Russian legislation (Article 65.3 of the Civil Code of the Russian Federation). On the other hand, taking into account the imperative requirements of the Federal Law “On Joint-Stock Companies” dated December 26, 1995 No. 208-FZ (hereinafter referred to as the Federal Law on Joint-Stock Companies, the Law on Joint-Stock Companies, the Law on Joint-Stock Companies, Federal Law No. 208-FZ) and the Civil Code of the Russian Federation on the formation system of governing bodies of a public joint stock company, the Russian model of corporate governance in this case is more characterized by the features of a dualistic model with the mandatory formation of a three-level corporate governance system.

No model can be completely perfect for national economies and each has its own advantages and disadvantages. Thus, the legislation of EU countries provides for the use of both models.

There are some features of the management of Russian corporations. Although the management system in the Russian Federation in its form resembles the dualistic model of corporate governance and the Civil Code of the Russian Federation in Art. 65.3 establishes the fundamental supervisory function of a collegial body, however, in essence, the Russian model is more consistent with the monistic model. For example, Art. 66 of the Law on Joint Stock Companies notes that members of the executive body may be elected to the board of directors. In other words, the same persons can exercise management and control functions within the formally autonomous management bodies. This means that in practice it is possible to merge the functions of supervision and management in one body, as in the Anglo-American model Balgarin E. The development of corporate governance must be accompanied by changes in our mentality // Corporate governance. - M., 2016, No. 12.С 5. . In turn, it is necessary to remember that the Law on JSC in Art. 65 assigns to the board of directors not only the functions of monitoring the activities of executive bodies, but also the general management of the affairs of the corporate organization, determining the priorities of the corporation’s activities, which is also similar to the monistic model.

On the other hand, a feature of the corporate governance model of the Russian Federation is manifested in the dominant position of the sole executive body in making most of the important decisions of the corporation, while the board of directors mainly plays the role of an observer with control functions. Makarov D.A. Management of joint stock companies: dis. Ph.D. legal Sci. - M., 2014. P. 133. . This indicates the premises of the continental model.

There are diverse opinions on determining the nature of the corporate governance model of the Russian Federation. According to I. S. Shitkina, the Russian board of directors of a corporate organization, which, as a rule, includes managers and subordinate employees of the company or persons affiliated with them, acts as a representative of shareholders, which performs the functions of supervision over the actions of the executive body during the period between meetings, but in practice this role is significantly depersonalized by Shitkina I.S. Corporate law. Textbook / E.G. Afanasyeva, V.Yu. Bakshinskaya, E.P. Gubin and others - 2nd ed., revised. and additional - M: KNORUS, 2015. P. 298. . This point gives the right to some authors to conclude that the corporate governance model in the Russian Federation, which is dualistic in accordance with the law, in practice contains two management models and is in its infancy. It is also worth noting that there is now active participation of the state in the management of large corporations. However, in contrast to the classical German model, long-term financing using bank loans is practically not used in the Russian Federation.

It is interesting to familiarize yourself with the Corporate Governance Code, approved in March 2014 by the Bank of Russia, the text of which pays special attention to the activities of the board of directors of a joint-stock company (other names are not used), where it acts as an effective and professional management body that is capable of making decisions in the interests of the company and its participants, he also creates an organization management strategy, evaluates and approves key performance indicators. At the same time, the board of directors exercises control over the executive bodies of the corporation, is responsible for making decisions on the appointment and dismissal of members of the executive bodies, and controls the consistency of the actions of the executive bodies in accordance with the development strategy and goals of the company. In other words, the Bank of Russia recommends that the board of directors exercise both control and management functions. Thus, different variations in the scope of powers of the board of directors make it possible to create different models of the board of directors as a corporate governance body, which gives rise to a mixture of models of corporate governance in the Russian Federation.

As a result, we came to the conclusion that the Russian model of corporate governance combines features of both monistic and dualistic models, and in its pure form does not belong to either of them. Depending on the choice of the structure of management bodies and the vesting of their powers, the founders (participants) themselves may be inclined to management with the features of one or another model for a corporation.

1.2 Management system of a commercial corporation: concept, types, basics of interaction between management bodies

An important feature of corporate governance is that management is carried out through the bodies of the corporation, and not through its participants (Article 53 of the Civil Code of the Russian Federation). An exception to this rule is a business partnership. Civil legislation stipulates that a legal entity acquires civil rights and assumes civil responsibilities through its bodies, which act in accordance with the law, other legal acts and constituent documents (Clause 1 of Article 53 of the Civil Code of the Russian Federation). The will of a legal entity as a subject of law is expressed by the bodies and their actions are equated to the actions of the legal entity itself. It is important to note that the governing body is not an independent participant in legal relations. B.B. Cherepakhin wrote about this: “The legal entity itself is the true and valid participant in all legal relations.” B.B. Cherepakhin. Will formation and expression of will of a legal entity // Cherepakhin B.B. Works on civil law. M., 2001. P. 306. . In accordance with this, we can conclude that if a body of a corporation does not act as an independent subject of law, but is only a structurally separate part of the organization, then it cannot be considered its representative. According to domestic legislation, a representative is an independent subject of law who is authorized by the principal to perform certain actions on his behalf Chub B.A. Corporate governance. Lecture course. - M: Progress, 2015. P. 161. . Management bodies act as components of a legal entity, which, within the limits of their powers, form and externally express the will of the corporation, while realizing its legal capacity. For example, V.P. Mozolin pointed out that in order to determine the essence of a legal entity, it is necessary to determine the structure of management bodies, as well as identify specific persons who are intended to determine the strategy of the corporation and are endowed with the right to make decisions on certain issues. Such bodies and persons form the will of the organization to enter into transactions and perform other legal actions with third parties, including the state, they have rights and obligations, conduct their activities, acting on behalf of the corporation. Yu.S. Kharitonova sees the general idea of ​​corporate governance in that it acts as a function of a specific body of the corporation, etc. In her opinion, the governing body appears to be an integral part of the corporation, which, within the framework of its powers, is capable of forming and expressing the will of a legal entity, as well as managing its activities.

S.D. Mogilevsky proposed a number of characteristics of a body of a legal entity. Firstly, a body is a part of a legal entity, which is represented by individuals - single and several. Taking into account the changed provisions in civil legislation, legal entities can also act in this capacity in accordance with Art. 65.3 of the Civil Code of the Russian Federation. Secondly, it is formed in accordance with the legislation and constituent documents of the legal entity. The third feature is that the body is vested with powers that are exercised within its competence. Another important feature is that through the adoption of acts by the bodies of a legal entity, the will of the corporation is realized. Mogilevsky S.D., Samoilov I.A. Corporations in Russia. Publishing house "Delo", M., 2007. P. 55. .

The management bodies include individuals and (or) legal entities, but a legal entity is not identified with them. If the composition of the bodies changes, the decisions they previously made are not canceled and are “inherited” by the new composition of Shitkina I.S. Corporate law. 2nd ed., revised. and additional M: KNORUS, 2015. P. 151. .

The competence of the body is determined by the legal capacity of the corporation itself and is understood as the rights and obligations that are necessary for the body to carry out its functions, as well as a list of issues on which the body can make decisions in accordance with the law and the constituent documents of the organization.

The structure of the corporation's bodies consists of several levels. There are the highest management body, executive bodies (sole and collegial) and a collegial (supervisory or other board) body created in cases provided for by law or the charter of a legal entity.

According to paragraph 1 of Art. 65.3 of the Civil Code of the Russian Federation, the first level of management is the highest body of the corporation, which is represented by the general meeting of its participants. In cases provided for by law or the charter of a corporation, a collegial executive body (board, directorate, etc.) may be formed, which acts during breaks between meetings. The General Meeting is not elected or appointed for a specific period. The term of office of the general meeting is limited only by the period of existence of the legal entity. The presence of several members (shareholders, participants) of a commercial corporation makes the general meeting a collegial body of a legal entity.

The exclusive competence of the supreme body includes such tasks as: determining priorities in the activities of a corporate organization, managing its property, forming and evaluating the work of executive and supervisory bodies, adopting annual reports and accounting (financial) statements for the next year, as well as making decisions on the process liquidation and reorganization of the corporation, as well as resolving such global issues as investing significant funds in the development of any direction, creating other legal entities, opening branches, etc. These tasks cannot be delegated to other bodies for resolution unless this is provided for by law.

The second level of management is represented by the executive bodies of the corporation, which include the sole executive body (hereinafter referred to as the sole executive body, director, managing organization, manager) and the collegial executive body (hereinafter referred to as the board, directorate). In paragraph 3 of Art. 65.3 of the Civil Code of the Russian Federation stipulates that the powers of an individual executive organization can be transferred to several persons acting jointly or independent of each other’s decisions, which is enshrined in the corporation’s charter. Both an individual and a legal entity can now act as an individual and legal entity (Clause 3, Article 65.3 of the Civil Code of the Russian Federation). In addition, the powers of the sole executive body of a business company can be transferred under a civil contract to a manager (this can be an individual registered as an individual entrepreneur) or a management company (a commercial legal entity of any organizational and legal form) G.A. Mikryukova. New information about the concept and types of legal entities under the Civil Code of the Russian Federation // Fifth Perm International Congress of Legal Scientists: Materials of the International Scientific and Practical Conference, Perm, 2014. P. 179.. A collegial executive body is formed if its formation is provided for by law or the constituent documents of the corporation . According to Art. 65.3 of the Civil Code of the Russian Federation, the executive bodies are entrusted with resolving issues that are not within the competence of the supreme body and the collegial (supervisory) body, as well as managing issues of current activities: organizing the daily work of the corporation and its consistency with the financial and economic plan, effective and conscientious execution of decisions of the supreme body .

Also, a corporation can create a collegial management body (supervisory or other board), which controls the activities of second-level bodies and fulfills the duties assigned to it by law or the charter of the corporation (clause 4 of Article 65.3 of the Civil Code of the Russian Federation). Its members have the right to obtain information about the activities of the organization, inquire about accounting and other documents, and also demand compensation for losses caused to it, challenge transactions and demand the application of the consequences of their invalidity Shitkina I.S. Handbook for the head of an organization: legal foundations. - M.: Justitsinform, 2015. P.137. .

Also, civil legislation establishes some qualitative and quantitative characteristics of the composition of the body: persons involved in the executive bodies cannot make up more than one quarter of the composition of the collegial management bodies of an economic entity and cannot act as their chairmen (clause 4 of Article 65.3 of the Civil Code of the Russian Federation).

The general meeting, supervisory board, board, directorate, etc., being collegial bodies, are recognized as will-forming bodies, and sole individuals, represented by the general director, director, president, etc., are will-expressing bodies, but in turn, are also and will-forming bodies on current issues of managing the corporation’s activities.

Let us consider in more detail the basics of interaction between organs. Any governing body carries out its functions within its competence. The distribution of powers between bodies occurs on the basis of the Civil Code of the Russian Federation and in special laws, in constituent documents; the procedure for their execution may be indicated in other regulatory documents. The distinction arises due to the fact that the current management of the activities of a legal entity implies, in addition to professionalism, a high degree of independence in decision-making and, therefore, the need to control the activities of the director and concentrate decision-making functions on the most important issues for the corporation in those bodies that directly represent the interests of the founders ( participants). It is important to clarify that in business partnerships, independent bodies are not created as such, because in these corporations, decisions are made by a majority vote or by general agreement of the participants (Article 71 of the Civil Code of the Russian Federation). Also the Civil Code of the Russian Federation in Art. 72 regulates that each participant has the right to act on behalf of a general partnership, if the constituent agreement does not provide for the joint management of affairs by all participants, or the conduct of affairs is entrusted to individual participants. Business partnerships are considered as an association of persons whose activities are mutually agreed upon.

The competence of the highest management body is enshrined in regulations and the organization's charter. As noted in the literature, the competence contained in the charter cannot be expanded in comparison with the competence regulated by law, but as a general rule it can be narrowed Belov V.A. Corporate law. Current problems of theory and practice. M., 2014. P.57. . It should be noted that the following provision may contribute to the expansion of the “standard” competence of the highest body of the corporation. According to paragraph 1 of Art. 64 of the Law on JSC, when exercising the right of a corporation not to create a collegial body in a non-public JSC with the number of shareholders - owners of voting shares of less than 50, its functions are performed by the highest management body, with the exception of resolving the issue of holding a general meeting of shareholders and approving its agenda.

There are exclusive and alternative competences of the general meeting Stepanov D.I. New provisions of the Civil Code on legal entities\\ Law. - 2014. - No. 7. P.135. . Exceptional competence, unlike alternative competence, cannot be transferred to other bodies. The alternative competence of the supreme body may include decisions on checking the financial and economic activities of the company by the audit commission, establishing the amount of remuneration and compensation for members of the board of directors, etc. The scope of activity and responsibility of various bodies must be delineated, therefore the competence of one body cannot be transferred to another body if such competence is directly defined by law, is exclusive and is not otherwise established by law (Clause 2 of Article 65.3 of the Civil Code of the Russian Federation). For example, the powers of the board of directors cannot be exercised by the executive body, because he forms the corporation's development strategy and exercises control over the executive bodies.

The board of directors, on the basis of legislation, also has exclusive and alternative competence; its competence is finally determined in relation to a specific corporation in its charter. This makes it possible to limit the interference of the collegial body in the activities of the director or board, thereby guaranteeing their independence in the latter’s implementation of their functions. Every year the board of directors submits a report to the general meeting on its activities, and the decisions of the supreme body are considered binding on it.

The executive body manages the current activities of the corporation, represented only by a sole body or together with a collegial executive body. He is endowed with so-called residual competence, i.e. can make decisions on any issues of the corporation’s activities that do not fall within the exclusive competence of the general meeting and collegial body Yanovskaya O.A., Nikiforova N.V. Corporate governance: Textbook-Almaty: Economics, 2015.P. 235. .

In the case of joint management of the affairs of the sole executive organization and the board, their competence should be delimited in the charter. The director acts without a power of attorney on behalf of the corporation, issues orders and gives instructions to employees, thereby making transactions within and outside the organization. If a board has been created in a corporation, the director exercises his powers within the framework of his competence, otherwise carrying out the decisions of the collegial body.

The collegial executive body is responsible for managing the current activities of the corporation within its competence, which is determined by the charter, decisions of the supreme body, internal documents of the organization, including those approved by the board of directors. “At the head” of the collegial body in question is the director, and the board of directors exercises control over the actions of the board of I.A. Khrabrova. Corporate governance. Integration issues. M.: Alpina, 2014. P. 132. . This is implemented normatively, for example, by indicating that the person exercising the powers of the individual executive organization organizes meetings of the board, signs minutes and other documents, acting without a power of attorney, and carries out the execution of decisions made by this body (clause 2 of article 70 of the JSC Law). The main goal of the activities of this body is to focus on increasing the profits of the corporate organization based on the implementation of its chosen strategy. The powers of the board include the ability to freely choose the scope of activity of a corporate organization within the limits established by the charter and decisions of the supreme body Young S. Systemic management of an organization. M., 2016.S. 172. .

To summarize the paragraph, we conclude that the formation and expression of the will of a corporation occurs through the adoption of acts by the bodies of a legal entity, which includes both individuals and legal entities. Each body in the management system acts within the framework of its competence, regulated by law and the constituent documents of the corporation. The supreme body is represented by the general meeting of participants, the functions of managing the current activities of the corporation are carried out by the sole executive body and, in cases provided for by law and the charter of the organization, the board, and a collegial (supervisory) body can be created in the corporation, combining control functions and carrying out general management.

Chapter 2. Management bodies of a commercial corporation as elements of a corporate governance system

2.1 Supreme body of corporate governance

In accordance with civil law Art. 65.1 founders (participants) who have the right to participate (membership) in commercial corporations are called upon to form their supreme body. In its decision on establishment, a legal entity reflects information about the election or appointment of management bodies D.I. Stepanov. New provisions of the Civil Code on legal entities // Law. 2014. No. 7. .

In accordance with Art. 65.3 of the Civil Code of the Russian Federation, the supreme body of the corporation is the general meeting of its participants. In production cooperatives, such a body with more than 100 participants may be a congress, conference or other representative (collegial) body. The exact composition and process of functioning of this governing body of a commercial corporation directly depends on the composition of its participants.

The main goal of the supreme governing body is to ensure that the organization complies with its statutory goals. According to Art. 65.3 of the Civil Code of the Russian Federation, the issues on which the highest body of the corporation makes decisions include determining the priorities of the corporation’s activities, disposing and managing property, approving and amending its charter, and also sets out the tasks: determining the composition of participants, making decisions regarding the reorganization and liquidation of the corporation, election audit commission or auditor and appointment of an audit organization or individual auditor of the corporation. This list of powers is not exhaustive; it is specified by individual provisions of the Civil Code of the Russian Federation and special laws. Exceptional powers, unlike alternative ones, cannot be delegated to other bodies of the corporation. Powers can be transferred only in cases established by law or on the basis of the charter of the corporation Povarov Yu.S. Competence of the highest governing body: innovations in civil legislation // Law and Economics. 2014. No. 10.. The powers of the supreme management body are consolidated in the constituent documents, and the procedure for their execution may be specified in other regulatory documents.

There are rules regulated by law regarding the composition and number of founders (participants) of corporations. Thus, a business company can be created by one person, who acts as its sole participant. It cannot be another business company consisting of one person (clause 2 of article 66 of the Civil Code of the Russian Federation). When proving compliance with this requirement, copies of the constituent documents of the founder V.G. Antonov are attached to the statutory documents of an LLC or JSC that are created by one legal entity. Corporate governance / ed. V.G. Antonov. - M.: Publishing House "FORUM": INFRA-M, 2006. P. 137. . It is worth noting that when an organization is created by one person, in the person of a single founder, all bodies are actually united and the will of the corporate organization coincides with the will of its founder, accordingly, the significance of the legislative requirements for the internal structure of business companies, the procedure for the creation and powers of their management bodies is lost. Akoff R. Planning for the future of the corporation. - M.: Progress, 2013. P. 192. .

Individuals with the status of individual entrepreneurs and commercial organizations act as general partners in general partnerships and limited partnerships. Legal entities and citizens act as participants in business companies and investors in limited partnerships (Clause 5, Article 66 of the Civil Code of the Russian Federation). And on the contrary, state bodies and local government bodies cannot be these participants and investors, unless otherwise established by law (Clause 6 of Article 66 of the Civil Code of the Russian Federation). This opportunity is provided to them, in particular, by the legislation on privatization. They also cannot be investors in limited partnerships without obtaining the approval of the owner of the institution’s property, unless otherwise provided by law. It is worth noting, according to Art. 66 of the Civil Code of the Russian Federation, business partnerships and companies may be participants in other business companies and partnerships, except for cases provided for by law.

There are the following types of meetings held by the supreme body: at the founding meeting, the founders report on their actions, the organization is recognized as valid, and permanent governing bodies are elected for the first time; the regular (or annual) meeting is convened periodically within the terms provided for by law and specified by the charter, at such a meeting a report for the past financial year is heard; To resolve issues important for an economic entity, an extraordinary meeting is convened on the initiative of the persons specified in special laws.

The general meeting is attended by founders (participants) who are members of this corporation, or their representatives who have duly executed powers of attorney indicating the personal data of the representatives, as well as the scope of their powers. Note that the founder has the right to replace his representative at any time before the start of registration of participants Nikolaev M.E. Cooperation in Russia: Problems, formation, prospects / M.E. Nikolaev. - M.: Izvestia, 2011. P. 283. .

In order for the general meeting to take place, mandatory conditions must be met: firstly, a regulatory document must be created on the organization of the meeting, otherwise it will have to act only on the basis of the law and the charter, secondly, it is necessary to properly notify all participants about the upcoming meeting meetings, as well as participants must have the opportunity to familiarize themselves with the necessary materials, make proposals on the agenda before the start of voting, it is also necessary to inform all founders (participants, members) about the changed agenda and indicate the end date of the process in case of absentee voting and, the third condition is the need for a quorum to make decisions Order of the Federal Financial Markets Service of Russia dated 02.02.2012 No. 12-6/pz-n (as amended on 30.07.2013) “On approval of the Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders” (Registered in the Ministry of Justice of Russia May 28, 2012 No. 24341). . If the above requirements are not met, the decision adopted at this meeting may be considered illegitimate if one of the participants declares his rights and disagrees with this decision. Thus, the Plenum of the Supreme Arbitration Court of the Russian Federation noted in its resolution that the decision of the general meeting has no legal force in the event of significant violations, for example, the absence of a quorum at the meeting, violation of the competence of the highest management body, as well as the adoption of decisions on issues not included in the agenda. Resolution of the Plenum Supreme Arbitration Court of the Russian Federation No. 19 of November 18, 2003 “On some issues of application of the Federal Law “On Joint-Stock Companies.” .

So, before the meeting, it is necessary to properly notify the members about its upcoming holding. Based on the provisions of clause 1, clause 2 of Article 36 of the Law on LLCs, at least 30 days before the date of the general meeting, members must be sent a notice to the addresses provided by them by post, fax or e-mail, which indicates the date, time and place of the general meeting, its form, the beginning of registration of participants (their representatives), the proposed agenda for the general meeting, as well as issues on which proposals must be submitted and deadlines for submission. Moreover, the location of meetings can be changed only by amending the charter. In its Resolution, the Fourth Arbitration Court of Appeal dated April 24, 2017, specified that one of the violations of the law, which leads to the invalidity of the decision of the general meeting, is not properly notifying the company participants about the upcoming meeting. Resolution of the Fourth Arbitration Court of Appeal dated April 26, 2017. Case No. A58-6023/2016. .

Nowadays, many legal entities do not create a document regulating the procedure for holding a meeting, citing arguments - if all participants were properly notified of the general meeting, then this document need not be created Ansoff I. New corporate strategy. - St. Petersburg: Publishing house "Peter", 2014. P. 168. . However, the Plenum of the Supreme Court of the Russian Federation takes a different position and in its decisions argued that a regulatory document must be adopted before holding a general meeting. Resolution of the Plenum of the Supreme Court of the Russian Federation dated June 23, 2015 No. 25 “On the application by courts of certain provisions of Section I of Part One of the Civil Code of the Russian Federation ". .

At the general meeting, minutes are kept, which contain information about the date, time and place of the meeting, record the results of voting on each issue and information about the participants present at the meeting. In accordance with Art. 37 of the Federal Law of 02/08/1998 No. 14-FZ (as amended on 07/03/2016) “On Limited Liability Companies” (hereinafter referred to as the Federal Law on LLC, Federal Law No. 14-FZ, Law on LLC, Law on Limited Liability Companies) The minutes book stores all minutes of general meetings of participants. At the request of participants, they are given extracts from this book, certified by the executive body. Within 10 days, copies of the minutes are sent to all participants in the general meeting.

The literature suggests that in order to avoid controversial situations, the protocol must be signed by each member of the general meeting. This will eliminate disputes about participants, quorum, and decisions made. After all, the protocol reflects not only the progress of the meeting, the decision-making procedure, but also contains the expression of will of the voting participants, therefore it must be signed by all those who voted as a sign of confirmation of this fact by D.S. Mazurova. Assessing the efficiency of commercial organizations in Russia. M., 2013.P.154. . But in any case, the signatures of the chairman and secretary confirming the will of the members will be sufficient to recognize the legitimacy of the decision, taking into account the fulfillment of all legal requirements for holding meetings and the charter of a commercial corporation. To ensure voting order, a counting commission is formed to count the ballot papers, which are then filed with the materials of the general meeting. As a result, disagreements can be resolved by reviewing the ballot data.

Thus, we can conclude that the supreme governing body of commercial corporations can be represented in the form of a general meeting of participants. Civil legislation, special laws on the activities of certain types of commercial organizations and their constituent documents regulate the procedure for the activities of the supreme governing body. The body includes founders (participants) who have the right to participate (membership) in this commercial corporate organization. The powers of the supreme body on the basis of legislation are enshrined in the organization’s charter, and the procedure for their execution may be specified in other regulatory documents. This body carries out its activities through general meetings. The will of the participants is recorded in the protocol and voting report, decisions are made by a majority vote in accordance with the law and constituent documents, and the charter may also contain requirements for the need for a larger number of votes to make decisions than is established in the laws.

2.2 Collegial corporate governance body

As stated earlier, in accordance with paragraph 4 of Art. 65.3 of the Civil Code of the Russian Federation, in cases provided for by law and the charter of the corporation, a collegial body is formed (supervisory or other board, board of directors), which is designed to control the activities of executive bodies and perform other functions assigned to it by law or the charter of the corporation, as well as to engage in general management of the corporation’s activities, with the exception of issues falling within the competence of the general meeting. Art. 97 of the Civil Code of the Russian Federation establishes the mandatory creation of this body in a public joint-stock company. The Board of Directors operates during the periods between general meetings. If it is not formed in a non-public joint stock company, then its functions are performed by the general meeting. In this case, the corporation’s charter must define the person or body that must organize the general meeting and approve the agenda Dolinskaya V.V. Problems of corporate disputes in the development of a unified Civil Procedure Code of the Russian Federation / V.V. Dolinskaya // Laws of Russia: experience, analysis, practice. - 2015. - No. 3. .

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As strange as it may sound, the practice of corporate governance has existed for several centuries. Let us recall, for example: Shakespeare’s “The Merchant of Venice” describes the unrest of a merchant who is forced to entrust the care of his property - ships and goods - to others (in modern parlance, to separate property from control over it). But a full-fledged theory of corporate governance began to take shape only in the 80s. last century. True, at the same time, the slowness of understanding the existing realities was more than compensated for by the research “boom” and the intensification of regulation of relations in this area. Analyzing the features of the modern era and the two previous ones, scientists conclude that in the 19th century. the engine of economic development was entrepreneurship, in the 20th century - management, and in the 21st century. this function is transferred to corporate management.

In this article we present to our readers, we will analyze the main theoretical concepts that are used in this area, consider the advantages of creating an effective corporate governance system and present the results of a special study conducted in four Russian regions.

Corporate governance: what is it?

Now in developed countries the basis of the system of relations between the main characters of the corporate “spectacle” (shareholders, managers, directors, creditors, employees, suppliers, customers, government officials, residents of local communities, members of public organizations and movements) has already been clearly defined. Such a system is created to solve three main tasks of the corporation: ensuring its maximum efficiency, attracting investments, and fulfilling legal and social obligations.

Corporate management and corporate governance are not the same thing. The first term refers to the activities of professional specialists during business operations. In other words, management focuses on the mechanisms of doing business. The second concept is much broader: it means the interaction of many individuals and organizations related to various aspects of the functioning of the company. Corporate governance is at a higher level of company management than management. The intersection of the functions of corporate governance and management occurs only when developing a company's development strategy.

In April 1999, in a special document approved by the Organization for Economic Cooperation and Development (which unites 29 countries with developed market economies), the following definition of corporate governance was formulated: “Corporate governance refers to the internal means of ensuring the activities of corporations and controlling them... One of the key elements for increasing economic efficiency is corporate governance, which includes a set of relations between the board (management, administration) of the company, its board of directors (supervisory board), shareholders and other interested parties (stakeholders). Corporate governance also determines the mechanisms by which. the company's goals are formulated, the means of achieving them and controlling its activities are determined" (1). It also detailed the five main principles of good corporate governance:

1. Shareholder rights (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 must recognize the statutory rights of stakeholders and encourage active cooperation between the company and all stakeholders in order to increase public wealth, create new jobs and achieve financial sustainability of the corporate sector).
4. Information disclosure and transparency (the corporate governance system must ensure the timely disclosure of reliable information on all significant aspects of the corporation’s functioning, including information on the financial position, results of operations, ownership and management structure).
5. Responsibilities of the board of directors (the board of directors provides strategic guidance to the business, effective control over the work of managers and is obliged to report to shareholders and the company as a whole).

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

In developed countries, two main models of corporate governance are used. The Anglo-American operates, in addition to the UK and the USA, also in Australia, India, Ireland, New Zealand, Canada, and South Africa. The German model is characteristic of Germany itself, some other countries of continental Europe, as well as Japan (sometimes the Japanese model is distinguished as an independent one).

The Anglo-American model operates where a dispersed share capital structure has been formed, i.e. dominated by many small shareholders. This model implies the existence of a single corporate “headquarters” - a board of directors that carries out both supervisory and executive functions. The proper implementation of both functions is ensured by the formation of this body from non-executive, including independent directors (“controllers”), and executive directors (“managers”). The German model develops on the basis of a concentrated share capital structure, in other words, when there are several large shareholders. In this case, the company's management system is two-level and includes, firstly, the supervisory board (it includes representatives of shareholders and employees of the corporation; usually the interests of the staff are represented by trade unions) and, secondly, the executive body (board), whose members are managers. A special feature of such a system is a clear separation of the functions of supervision (given to the supervisory board) and execution (delegated to the board). In the Anglo-American model, the board is not created as an independent body; it is actually “embedded” in the board of directors. The Russian model of corporate governance is in the process of formation, and it exhibits the features of both models described above.

Effective corporate governance: the importance of implementing the system, the cost of its creation, demand from companies

Companies that maintain high standards of corporate governance tend to have greater access to capital than poorly governed corporations and outperform the latter over the long term. Securities markets, which have strict requirements for the corporate governance system, help reduce investment risks. Typically, such markets attract more investors willing to provide capital at a reasonable price, and are much more effective in bringing together capital owners and entrepreneurs in need of external financial resources.

Effectively managed companies make a greater contribution to the national economy and the development of society as a whole. They are more financially sustainable, creating greater value for shareholders, employees, local communities and countries as a whole. This distinguishes them from poorly managed companies such as Enron, whose bankruptcies cause job losses, loss of pension contributions and can even undermine confidence in the stock markets.

Facilitating access to the capital market

Corporate governance practices are a factor that can determine the success or failure of companies when entering the capital market. Investors perceive well-managed companies as friendly, instilling more confidence that they can provide shareholders with an acceptable level of return on investment.

New share registration requirements adopted by many stock exchanges around the world require companies to comply with increasingly stringent corporate governance standards. There is a clear trend among investors to include corporate governance practices among the key criteria used in the investment decision-making process. The higher the level of corporate governance, the more likely it is that assets are used to benefit shareholders rather than being stolen by managers.

Decrease in cost of capital

Companies that comply with appropriate corporate governance standards can achieve a reduction in the cost of external financial resources they use in their activities and, consequently, a reduction in the cost of capital overall. This pattern is especially typical for countries such as Russia, where the legal system is in the process of formation, and judicial institutions do not always provide effective assistance to investors in case of violation of their rights (2). 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 countries and industries.

As you know, in Russia the cost of borrowed capital is quite high, and attracting external resources through the issue of shares is practically absent. This situation has arisen for many reasons, primarily due to the severe structural deformation of the economy, which creates serious problems with the development of companies as reliable borrowers and objects for investing shareholders' funds. At the same time, the spread of corruption, insufficient development of legislation and weak judicial enforcement and, of course, shortcomings in corporate governance also play a significant role (3). Therefore, increasing the level of corporate governance can have a very quick and noticeable effect, ensuring a reduction in the company’s cost of capital and an increase in its capitalization.

Promoting efficiency gains

Good corporate governance can help companies achieve superior results and increase efficiency. As a result of improved management quality, the accountability system becomes clearer, the oversight of managers' work improves, and the link between the management compensation system and the company's performance is strengthened. In addition, the board's decision-making process is improved by obtaining reliable and timely information and increasing financial transparency. Effective corporate governance creates favorable conditions for succession planning and sustainable long-term development of the company. Conducted studies indicate that high-quality corporate governance streamlines all business processes occurring in the company, which contributes to the growth of turnover and profits while simultaneously reducing the volume of required capital investments (4).

The introduction of a clear accountability system reduces the risk of divergence between the interests of managers and the interests of shareholders and minimizes the risk of fraud by company officials and transactions in their own interests. If a company's transparency increases, investors gain insight into business operations. Even if the information coming from a company that has increased its transparency turns out to be negative, shareholders benefit from reduced risk of uncertainty. This creates incentives for the board of directors to conduct systematic risk analysis and assessment.

Effective corporate governance that ensures compliance with laws, standards, regulations, rights and obligations allows companies to avoid the costs associated with litigation, shareholder suits and other business disputes. In addition, the resolution of corporate conflicts between minority and controlling shareholders, between managers and shareholders, and between shareholders and stakeholders is improved. Finally, executive officials are able to avoid harsh fines and imprisonment.

Improved reputation

Companies that adhere to high ethical standards, respect shareholder and creditor rights, and ensure financial transparency and accountability will develop a reputation for being zealous custodians of investor interests. As a result, such companies will be able to become good "corporate citizens" and enjoy greater public trust.

The cost of effective corporate governance

Establishing a system of effective corporate governance entails certain costs, including the cost of attracting specialists, such as corporate secretaries and other professionals necessary to ensure work in this area. Companies will have to pay fees to outside legal counsel, auditors and consultants. The costs associated with disclosing additional information may be significant. In addition, managers and board members will need to devote a lot of time to solving emerging problems, especially at the initial stage. Therefore, in large joint-stock companies, the implementation of an appropriate corporate governance system usually occurs much faster than in small and medium-sized ones, since the former have the necessary financial, material, human, and information resources for this.

However, the benefits of creating such a system significantly exceed the costs. This becomes clear when calculating economic efficiency, taking into account the losses that may be faced: employees of firms - due to job cuts and loss of pension contributions, investors - as a result of loss of invested capital, local communities - in the event of the collapse of companies. In an emergency, systemic corporate governance problems can even undermine confidence in financial markets and threaten the stability of market economies.

Demand from companies

Of course, a system of proper corporate governance is needed primarily for open joint-stock companies with a large number of shareholders, which do business in industries with high growth rates and are interested in mobilizing external financial resources in the capital market. However, its usefulness is undeniable for public companies with a small number of shareholders, closed joint-stock companies and limited liability companies, as well as for companies operating in industries with medium and low growth rates. As already indicated, the implementation of such a system allows companies to optimize internal business processes and prevent the occurrence of conflicts by properly organizing relations with owners, creditors, potential investors, suppliers, consumers, employees, representatives of government bodies and public organizations.

In addition, any company seeking to increase its market share sooner or later faces limited internal financial resources and the impossibility of a long-term increase in the debt burden without increasing the share of equity in liabilities. Therefore, it is better to implement the principles of good corporate governance in advance: this will provide the company with a future competitive advantage and thereby give it the opportunity to stay ahead of its rivals. In other words, a bad soldier is one who does not dream of becoming a general.

So, corporate governance is not a fashionable term, but a completely tangible reality. In countries with transition economies, it is characterized by very significant features (as, indeed, other attributes of the market), without an understanding of which it is impossible to effectively regulate the activities of companies. Let us consider the specifics of the Russian situation in the field of corporate governance.

Results of the study "Corporate Governance Practices in Russian Regions"

In the fall of 2002, Interactive Research Group, in collaboration with the Association of Independent Directors, conducted a special study of corporate governance practices in Russian companies. The study was commissioned by the International Finance Corporation, a member of the World Bank Group, with the support of the Swiss State Secretariat for Economic Affairs (SECO) and the Senter International agency of the Dutch Ministry of Economic Affairs (5).

The survey involved senior officials of 307 joint stock companies, representing a wide range of industries and operating in four regions of Russia: Yekaterinburg and the Sverdlovsk region, Rostov-on-Don and the Rostov region, Samara and the Samara region, and St. Petersburg. The uniqueness of the study is that it is focused on regions and is based on a solid and representative sample. The average characteristics of the respondent firms are as follows: number of employees - 250, number of shareholders - 255, sales volume - $1.1 million. In the vast majority of cases (75%) the chairmen of the boards of directors (supervisory boards), other members of the boards of directors answered the questionnaires , general directors or their deputies.

The analysis made it possible to identify the presence of certain general patterns. In general, companies that have achieved some success in terms of corporate governance practices include those that:

• greater in terms of turnover and net profit;
• feel the need to attract investment;
• hold regular meetings of the board of directors and management;
• provide training to members of the board of directors.

Based on the data obtained, several key conclusions were drawn, grouped into four large groups:

1. companies' commitment to the principles of good corporate governance;
2. activities of the board of directors and executive bodies;
3. shareholders' rights;
4. disclosure and transparency.

1. Commitment to the principles of good corporate governance

To date, only a few companies have made real changes in the field of corporate governance (CG), so it needs serious improvement. Only 10% of companies have CG practices that can be assessed as “relatively good,” while the share of companies with unsatisfactory CG practices is 27% of the sample.

Many companies are not aware of the existence of the Code of Corporate Conduct (hereinafter referred to as the Code), which was developed under the auspices of the Federal Commission for the Securities Market (FCSM) and is the main Russian standard of corporate governance. Although the Code is aimed at companies with more than 1,000 shareholders (more than the average number of shareholders in the sample), it is applicable to companies of any size. Only half of the respondents are aware of the existence of the Code, of which about one third (i.e. 17% of the entire sample) implemented its recommendations or intended to do so in 2003.

Many companies are planning to improve their CG practices and would like outside help to do so. More than 50% of surveyed firms intend to use the services of CG consultants, and 38% of respondents intend to organize training programs for board members.

2. Activities of the board of directors and EXECUTIVE bodies Board of Directors

Boards of Directors (BoD) go beyond the scope of competence provided for by Russian legislation. Some company boards are either unaware of the limits of their powers or deliberately ignore them. Thus, every fourth board of directors approves an independent auditor of the company, and in 18% of responding firms, boards of directors elect members of the board of directors and terminate their powers.

Only a few members of the Board of Directors are independent. In addition, the problem of protecting the rights of minority shareholders is of concern. Only 28% of companies surveyed have independent members on their boards of directors. Only 14% of respondents have a number of independent directors that meets the Code’s recommendations.

There are practically no committees in the structure of boards of directors. They are organized in only 3.3% of the companies participating in the study. 2% of responding firms have audit committees. In neither firm is an independent director the chairman of the audit committee.

Almost all companies meet the requirements of the Joint Stock Companies Law regarding the minimum number of directors. 59% of companies do not have women on their board of directors. On average, the number of members of the Board of Directors is 6.8 people, and only one of the members of the Board of Directors is a woman.

Board meetings are held quite regularly. On average, board meetings are held 7.9 times per year - this is slightly less than the Code, which recommends such meetings be held every 6 weeks (or about 8 times per year).

Only a few companies organize training for members of the board of directors, and very rarely do they turn to the help of independent consultants on corporate governance issues. Only 5.6% of respondents provided training to members of the Board of Directors during the previous year. Even fewer companies (3.9%) used the services of consulting firms on CG issues.

The remuneration of board members is low and, quite possibly, incomparable with the responsibility assigned to them. 70% of companies do not pay directors at all and do not compensate them for expenses associated with their activities. The average remuneration for a board member is $550 per year; in companies with 1,000 or fewer shareholders - $475, and in companies with over 1,000 shareholders - $1,200 per year.

The corporate secretary in companies that have this position, as a rule, combines his main job with other functions. 47% of respondents indicated that they have introduced the position of corporate secretary, whose main responsibilities are organizing interaction with shareholders and helping to establish cooperation between the board of directors and other management bodies of the company. In 87% of such companies, the functions of the corporate secretary are combined with the performance of other duties.

Executive bodies (board and general director)

Most companies do not have collegial executive bodies. The Code recommends the formation of a collegial executive body - the board, responsible for the daily work of the company, but only one quarter of the respondent firms have such a body.

In some companies, collegial executive bodies go beyond the scope of competence provided for by Russian legislation. As in the case of the Board of Directors, collegial executive bodies either do not fully understand or deliberately ignore the limits of their powers. Thus, 30% of collegial executive bodies make decisions on conducting extraordinary audits, and 14% approve independent auditors. Further, 9% elect senior managers and board members and terminate their powers; 5% elect the chairman of the board and general director and terminate their powers; 4% elect the chairman and members of the board of directors and terminate their powers. Finally, 2% of collegial executive bodies approve an additional issue of company shares.

Board meetings are held less frequently than recommended by the Code. Meetings of the collegial executive body are held on average once a month. Only 3% of companies follow the Code's recommendation to meet once a week. At the same time, the research results show: the more often board meetings are held, the higher the profitability of companies.

3. Rights of shareholders

All surveyed companies hold annual general meetings of shareholders in accordance with the requirements of the Law “On Joint Stock Companies”.

All respondent firms comply with legal requirements regarding the information channels used to notify shareholders of a general meeting.

Most of the study participants inform shareholders about the meeting in a proper manner. At the same time, 3% of companies include additional issues on the meeting agenda without proper notification to shareholders.

In a number of companies, the board of directors or collegial executive bodies have assigned some of the powers of the general meeting. In 19% of firms, the general meeting is not given the opportunity to approve the board's recommendation to approve the independent auditor.

Although most respondents notify shareholders of the results of the general meeting, many companies do not provide shareholders with any information on this issue. Shareholders of 29% of surveyed companies are not informed about the results of the general meeting.

Many firms do not fulfill their obligations to pay dividends on preferred shares. Almost 55% of the surveyed companies with preferred shares did not pay declared dividends in 2001 (the number of such companies was 7% more than in 2000).

Often the payment of declared dividends is made late or not at all. The survey results show that in 2001, 35% of companies paid dividends after 60 days had elapsed from the announcement date. The Code recommends making payments no later than 60 days after the announcement. At the time of the study, 9% of companies had not paid dividends declared for 2000.

4. Disclosure and transparency

94% of companies do not have internal documents on information disclosure policies.

The ownership structure is still a well-kept secret. 92% of companies do not disclose information about major shareholders. Almost half of these firms have shareholders owning more than 20 percent of the share capital, and 46% have shareholders owning more than 5 percent of the outstanding shares.

Almost all responding firms provide their financial statements to shareholders (only 3% of companies do not do this).

In most companies, auditing practices leave much to be desired, and in some firms, auditing is carried out extremely carelessly. 3% of responding firms do not conduct external audits of financial statements. There is no internal audit in 19% of companies that have audit commissions. 5% of the study participants do not have an audit commission provided for by the law “On Joint Stock Companies”.

The process in place for many respondent firms to approve the external auditor raises serious concerns regarding the latter's independence. According to Russian legislation, approval of the external auditor is the exclusive prerogative of shareholders. In practice, auditors claim: in 27% of companies - boards of directors, in 5% of companies - executive bodies, in 3% of companies - other bodies and persons.

Board audit committees are organized very rarely. None of the companies in the sample has an audit committee composed entirely of independent directors.

International financial reporting standards (IFRS) are beginning to spread, and this is especially true for companies that need to attract financial resources. Reporting in accordance with IFRS is currently prepared by 18% of surveyed firms, and 43% of respondents intend to implement IFRS in the near future.

Based on the survey results, the respondent companies were assessed in accordance with 18 indicators characterizing corporate governance practices and distributed into the four groups indicated above.

• training of board members;
• increasing the number of independent directors;
• formation of key committees of the Board of Directors and approval of an independent director as the chairman of the audit committee;
• maintaining accounting in accordance with international financial reporting standards;
• improving disclosure of information about related party transactions.

A simple corporate governance index was constructed based on 18 indicators. It allows for a quick assessment of the overall state of CG in the responding companies and serves as a starting point for further improvement of CG. The index is constructed as follows. The company receives one point if any of the 18 indicators has a positive value. All indicators have the same importance for determining the situation in the field of corporate governance, i.e. they are not assigned different weights. The maximum number of points is therefore 18.

It turned out that CG indices in the companies participating in the study differ significantly. The best AO received 16 out of 18 points, the worst - only one.

11% of sample companies have at least ten positive indicators, i.e. Only every tenth JSC has CG practices that can be considered generally consistent with appropriate standards. The remaining 89% of respondents fulfill less than 10 of the 18 indicators. This indicates the need for serious work to improve CG practices in the vast majority of joint-stock companies represented in the sample.

Thus, Russian companies have a lot of work to do to improve the level of corporate governance. Those of them that manage to achieve success in this area will be able to increase their efficiency and investment attractiveness, reduce the cost of attracting financial resources, and ultimately gain a serious competitive advantage.

1. OECD Principles of Corporate Governance. 1999- pp. 5, 9- (www.oecd.org/dataoecd/46/38/435443o.pdfl.
2. See Corporate Governance, Investor Protection and Performance in Emerging Markets // World Bank Policy Research Working Paper. 2818. April 2002.
3. See Opacity Index. - PricewaterhouseCoopers. January 2001.
4. Gompers P., IshiiJ., Metrick A. Corporate governance and equity prices // NBER Working Paper. N w8449. August 2001.
5. The full text of the report is presented on the website of the project "Corporate Governance in Russia" (http://www.2.ifc.org/rcgp/Documents/IFC_CG_survey_rus.pdf).

Most large domestic companies have begun to actively penetrate international markets for goods and services in recent years. This stable dynamics is due to the fact that today corporate governance in Russia has become widespread, manifested in the attraction of independent directors, maintaining non-financial reporting, increasing the role of corporate spirit in the organization, as well as continuous training of personnel.

At the same time, many who are not associated with the activities of large enterprises believe that management in an organization is a hopeless link in the entire system. To prove the fallacy of this judgment, it is necessary to consider what corporate governance is, what goals and objectives it faces, to trace the vector of evolutionary development of domestic management, and also to identify the characteristic features inherent in Russian practice.

General characteristics of corporate governance

Corporate governance is a rather complex phenomenon that affects various relationships within the corporation. It is a method of managing an organization regulated by legal norms, ensuring a fair and equitable distribution of the results of economic activity between shareholders and other interested parties. In other words, the essence of corporate governance is to provide the company's shareholders with the opportunity to effectively control and monitor the activities of managers, which ultimately should help increase capitalization.

However, this is not its only definition. Corporate governance can also be considered in the following aspects:

• as a system of management and control over the functioning of the organization)
• as a complex structure involving the division of rights, duties and responsibilities)
• as a set of rules and procedures for making management decisions.

This implies the key goal of corporate governance – ensuring the functioning of the corporation in the interests of the owners.

Corporate governance, being an independent field of activity, has its own object of study - the relationship between the company's management (managers) and shareholders. Moreover, such relationships are carried out through the use of a certain set of tools, which are the organization’s charter, internal regulations, and the Code of Corporate Governance and Conduct.

When organizing effective management in a corporation, adherence to principles—fundamental principles—plays an important role. Thus, back in 1999, the OECD published a document called “Principles of Corporate Governance”, designed to provide methodological support for improving the normative, institutional and regulatory components of the corporate governance process. These include the following:

• priority nature of the rights and interests of shareholders)
• equality of stakeholders)
• significant role of participants in company management)
• transparency)
• publicity)
• fulfillment of the duties assigned to them by members of the board.

Historical background on the emergence and development of corporate governance in Russia

Despite the fact that corporate governance has existed in international practice for about 200 years, in Russia it became widespread only in the 90s of the twentieth century.

The actualization of this area was influenced by the privatization that took place, which revealed the primary signs of corporate ownership in domestic enterprises. However, due to the fact that chaos reigned in all areas of business at that time, the norms for conducting the activities of companies and partnerships were not regulated by law, disputes and conflict situations began to arise everywhere between shareholders and directors. All this led to an anti-legal solution to problems.

At the same time, these events entailed an awareness of the urgent need to adopt legislative acts that would allow a civilized approach to the procedure for managing organizations. One of such documents was the Law “On Joint Stock Companies” of 1996. And although he somewhat smoothed out the rough edges, a number of problems remained unresolved.

The situation was aggravated by the crisis that began in 1998, which increased the relevance of issues of improving corporate governance. It was during this period that most shareholders became interested in basic provisions related to the efficiency of organizational management, company profitability, corporate transparency, and the protection of the rights and interests of shareholders.

Corporate governance in Russia began to actively develop in the 2000s, as evidenced by the adoption of internal Corporate Governance Codes in many companies.

In 2003, the National Council for Corporate Governance was formed. His responsibilities include organizing and conducting thematic seminars, symposiums and conferences, as well as publishing scientific and periodical literature covering the current state of Russian corporate governance and trends in its development.

All measures taken had a positive impact on the development of management in Russia and maintained a positive effect until the onset of the global financial crisis in 2008, when the tendency of some owners to withdraw from operational management and reorient themselves to the positions of chairmen of boards of directors became obvious. However, due to the fact that in fact power powers remained in the hands of the owners and the formed councils were not distinguished by strong management decisions, the corresponding powers were not transferred to them. In addition, the composition and structure of the boards were formed taking into account the personal wishes of the main shareholder, regardless of the real needs of the organizations.

The crisis situation clearly showed how formal the activities and roles of many boards of directors were. Most companies were forced to reconsider their strategies and reduce planning horizons from the medium term to annual ones. If the company has not adopted a strategy, then managers now begin to play a leading role.

However, to this day, a number of problems remain that require immediate solutions. These include:

• combination of management and ownership functions)
• poor development of the mechanism for monitoring the activities of managers)
• unfair distribution of profits)
• opacity of financial and non-financial information.

All this is aggravated by illegal methods of management and corruption.

Subjects of corporate governance

It is possible to increase the efficiency of corporate governance by improving the activities of its subjects, which can be grouped into two blocks:

• subjects of internal management)
• subjects of external infrastructure that have a direct impact on the state and further development of the organization.

The first group should include the highest management bodies and individual officials involved in the life and activities of the company (corporation, founders of the company, participants, board of directors, general meeting of shareholders).

The second group consists of the state represented by its authorized bodies, associations of individuals who influence the activities of the organization or are dependent on it (banks, clients, suppliers, competitive companies).

Moreover, both groups play a very important role in the successful functioning of the corporation: a change in the position of one participant or in the external or internal situation entails a change in the position of the entire company. However, it is much easier to influence the internal structure, because governing bodies have powerful levers and incentives with which they restrain or, conversely, encourage this or that form of behavior.

Specific features of corporate governance in Russia

The most important feature of the domestic corporate governance system is that our country embarked on a sustainable path of development much later than others. This predetermined its specificity, namely:

• ownership concentration)
• weak separation of ownership and control functions)
• lack of transparency in the activities of Russian companies.

The last point is largely due to the fact that at the end of the 90s there was an almost one hundred percent probability of raider attacks. Today, government structures are exerting very noticeable pressure. This is especially true for small and medium-sized businesses: administrative barriers are so high that many companies simply cannot survive in such circumstances.

In addition, the corporate governance model in Russia is close to the insider model, which is characterized by the following advantages:

• long-term development of the organization)
• stability of internal and external factors)
• low risks of bankruptcy)
• presence of strategic alliances)
• a fairly effective system of control over company managers.

At the same time, corporate governance in Russia is characterized by such a shortcoming as poor development of the mechanism for introducing innovative projects. However, the Russian Government is currently actively developing this area, encouraging for its part companies engaged in innovation and investing impressive amounts of financial resources in the development of this area.

The state of the current corporate governance mechanism in the Russian Federation is negatively affected by the isolation of the methods and technologies used from cultural and historical characteristics and the national mentality. This fact hinders the successful development of management.

Another characteristic feature, characteristic primarily of Russia, is the priority of the norms and provisions of the current legislation over adherence to advisory standards. That is why it is important to improve regulations and eliminate existing gaps in them in order to protect the interests of shareholders. At the same time, the use of methodological literature in the practical activities of corporations would also have a positive impact.

The need to develop and improve corporate governance

The need for further development of corporate governance is due to the fact that with its help it is possible to achieve positive effects:

• increase the investment attractiveness of the company)
• attract investors willing to invest financial resources for the long term)
• increase operational efficiency)
• reduce the cost of obtaining bank loans)
• increase the market value of the enterprise)
• facilitate access to capital markets)
• enhance the company's image and reputation.

Most reliable and stable investors, paying attention to the organization of corporate governance in Russia, pursue the following goals:

In addition, the introduction and active application of the basic principles of corporate governance in the practical activities of an organization can have a direct economic effect. By improving the existing corporate governance system, domestic business structures can count on receiving an additional premium to the price of their own shares, the size of which will vary from 20 to 50%.

Key directions for the development of domestic corporate governance

Currently, the main tasks in improving the corporate governance practices of Russian companies are:

• dissemination of international practices)
• active participation in the normative and legal regulation of the protection of the rights and interests of owners)
• focus on attracting investment.

To achieve this, it is advisable to carry out a number of activities in the following areas:

1. formation of an effective mechanism to prevent the illegal write-off of uncertificated securities)
2. dissemination of the principle of publicity and openness)
3. development of strict rules and procedures for corporate takeovers by forming and clarifying the procedure for acquiring more than 30% of ordinary shares)
4. modernization of the existing procedure for the establishment and liquidation of legal entities)
5. clarification of the process of forming the board of directors)
6. implementation of the principle of variability in relation to models for the distribution of control functions and strategic management of a collegial or individual body)
7. improving the mechanism for resolving conflicts that arise within the corporation.

Today, it can be said that gradual work is underway to implement these measures. In particular, it should be noted that the new Corporate Governance Code was adopted in 2012. According to the country's leadership, it will increase investor confidence in the domestic stock market and make organizations more efficient.

Most of the changes contained in the approved Code are aimed at companies with state participation and are related to:

1. preventing artificial redistribution of control functions in the corporation)
2. except for the situation when shareholders, in addition to dividends or liquidation value, receive other income at the expense of the organization)
3. transfer of the function of electing or terminating the functioning of executive bodies to the board of directors)
4. attracting independent persons to participate in the board of directors in a ratio of 1:3.

Thus, corporate governance in modern conditions is of particular importance. Every self-respecting company is obliged to methodically, based on a scientific approach and innovative technologies, form an effective management system. This will allow not only to achieve positive results within the corporation itself, but also to reach the international level, increasing the efficiency of production and management.

• Corporate culture

1 -1

Which companies need corporate governance, and what exactly does it involve? How to organize it correctly? Answers to the most important questions of corporate governance are further in the article.

In this article you will read:

• Which companies need corporate governance in their enterprise?
• Who is the subject of corporate governance
• What are the principles of corporate governance?
• Are there corporate standards?
• Who exercises external and internal control in the corporate governance system

Corporate governance– this is the management of the organizational and legal design of a business, the optimization of organizational structures, the construction of intra- and intercompany relations of the company in accordance with accepted goals.

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Corporate governance in an enterprise: which companies need it?

Effective corporate governance at an enterprise mainly improves the financial performance of the enterprise, the quality of management decisions, reduces the cost of attracted capital and increases the value of the company. It is clear to investors what management concept the company adheres to, which owner it belongs to and the level of management actions.

If the company's management has competently built a corporate governance system, then investors will agree to even a lower return on invested capital. Those companies that use such a system can implement projects that competing companies are not capable of.

So, the introduction of corporate governance in a company is necessary if management:

– wants to reduce business costs;

– strives for effective, controlled, transparent management;

– carries out reorganization in order to make it practical and achieve the greatest results;

– intends to attract investments from banks, individuals and legal entities;

– came to the decision to list shares on domestic and foreign stock exchanges to increase capitalization.

There are enterprises that do not attract investment capital, but interact with banks, so corporate governance for them is a way to gain the trust of banks. Lenders need to see the level of qualifications of the company’s employees, risk assessment, and the appropriateness of the system of decisions made in the company.

The practitioner tells

Dmitry Khlebnikov

There are three ways to introduce or develop a corporate governance system in a company. The first is to use the services of consulting companies. The second is to hire employees and cope on your own. The third is a combined option, which we are going with.

Subjects of corporate governance.

There are the following types of business entities to improve the efficiency of corporate governance:

subjects of internal management;

subjects of external infrastructure that influence the present situation and development of the organization in the future.

The subjects of internal governance include the highest management bodies and officials who participate in the company’s activities, that is, these can be the general meeting of shareholders, founders, and the board of directors.

Subjects of external infrastructure that influence the position and development of the company in the future include: the state, associations of private individuals influencing the company’s activities, or those individuals who depend on the company.

These two groups are important for the effective operation of the company, since any changes in the position of one of the participants may entail a change in the position of the entire company. At the same time, it is easier to influence the internal structure, since governing bodies have levers and incentives.

Principles of corporate governance

1. Justice. Here it is necessary to provide opportunities for shareholders to exercise and protect their rights in accordance with the regulations of the Russian Federation and the company’s charter on important issues.

2. Openness. Providing information to shareholders on the basis of accessibility and regularity.

3. Accountability. While the executive body, that is, the general director, manages the current work of the company, the results of activities should be considered by the highest management body of the company - the general meeting of shareholders.

4. Controllability of financial and economic activities. A system of control over the financial and economic activities of a company is needed to ensure the confidence of investors and management bodies. This control is carried out by the Board of Directors, the audit commission, and the company’s auditor. The company's auditor is approved by the general meeting to confirm the annual financial statements.

The practitioner tells

Dmitry Khlebnikov, director of the transformation management center of OJSC MMC Norilsk Nickel, Moscow

Establishing managerial and financial boundaries makes the company more transparent. The fact is that large companies practice the so-called boiler method of financing.

This is more convenient from an accounting point of view and from the point of view of allocating costs to cost items. But effective and transparent management should be based on allocating costs not by item, but by cost object. Try it - and the effect will be amazing. You will look at your business with different eyes.

Where can you get acquainted with corporate standards?

Many countries have corporate governance codes that reflect accepted standards and norms that establish and regulate corporate relations. It will be interesting to familiarize yourself with the following codes:

The London Stock Exchange's Combined Code provides guidance on corporate governance for those companies wishing to list on the exchange.

Code of Corporate Conduct of the Russian Federation.

Principles of corporate governance of member countries of the Organization for Economic Cooperation and Development.

The code should be chosen taking into account the company's objectives, for example, if it is necessary to conduct an IPO in London, take into account the Combined Code of the London Stock Exchange. If you want to take part in a listing on a domestic stock exchange, you must adhere to its rules. Please note that there is no requirement that all provisions of the code be followed. However, in the event of non-compliance, it is worthwhile to publicly notify the reasons for non-compliance.

Mechanism of external (outsider) control

External or outsider control consists of:

1. Corporate legislation, which in Russia is represented by the Civil Code, the laws “On Joint Stock Companies”, “On the Securities Market”, “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market”, regulations of the Federal Securities Commission, the Ministry of Justice, etc. In those countries where outsider control predominates, the interests of shareholders are protected by law. Russian legislation protects the interests of minority shareholders more than other countries.

2. Control by the financial market, in connection with the threat (ineffective work of managers) of the takeover of the company or its transfer to the ownership of other persons, which leads to a change or replacement of the management team.

3. Control on the part of borrowers, in order to avoid the threat of bankruptcy in case of default on debt obligations due to ineffective work of managers.

5. Control by independent directors who protect the interests of shareholders and top management.

6. Comprehensive information by top managers to owners.

7. An effective system for assessing and rewarding managers.

The larger the share of shares owned by managers (threshold value - 30%), the lower the likelihood of agency conflicts and the more difficult it is to carry out a takeover.

Linking to increased profits and market value of shares by awarding them securities worth 1/3 to 2/3 of managers' salaries is one of the incentives to increase the impact of their work. This is done to provide confidence to investors who do not hold a controlling stake.

• Current assets of an enterprise: concept, management and analysis

Outsiders exercise control over the company by electing a board of directors, through which they select managers to influence decisions on important issues of the company's activities.

Despite the apparent stability of this system, riskiness prevails here.

What are the imperfections in the methods of exercising outsider control:

There is a risk of managers exerting real power if outsiders are unwilling or unable to have influence;

In an effort to maintain a high level of stock prices and a greater likelihood of their holders dumping them in the event of a fall in income, which gives management a reason for short-term projects;

There are many ways to counteract absorption.

Implementation of internal control in the corporate governance system

There are three levels of management in companies:

• a meeting of shareholders, which determines the general goals of the company;
• the board of directors, also known as the supervisory board, determines the objectives and ways to achieve them;
• managers to implement assigned tasks.

These three levels of authority are enshrined in the company's charter and in the federal law “On Joint Stock Companies.”

According to Article 48 of this regulatory act, the exclusive competence of the general meeting of shareholders includes:

introducing amendments and additions to the company’s charter or approving the company’s charter in a new edition;

reorganization of society;

liquidation of the company, appointment of a liquidation commission and approval of interim and final liquidation balance sheets;

determination of the quantitative composition of the board of directors (supervisory board) of the company, election of its members and early termination of their powers;

determination of the quantity, par value, category (type) of authorized shares and the rights granted by these shares;

increasing the authorized capital of the company by increasing the par value of a share or by placing additional shares, if the charter of the company in accordance with this Federal Law increases the authorized capital of the company by placing additional shares is not within the competence of the board of directors (supervisory board) of the company;

reducing the authorized capital of the company by reducing the par value of the shares, by acquiring a part of the shares by the company in order to reduce their total number, as well as by redeeming shares acquired or repurchased by the company;

formation of the executive body of the company, early termination of its powers, if the company’s charter does not include the resolution of these issues within the competence of the board of directors (supervisory board) of the company;

election of members of the audit commission (auditor) of the company and early termination of their powers;

approval of the company's auditor;

approval of annual reports, annual financial statements, including profit and loss statements (profit and loss accounts) of the company, as well as distribution of profits, including payment (declaration) of dividends, and losses of the company based on the results of the financial year;

determining the procedure for conducting the general meeting of shareholders;

election of members of the counting commission and early termination of their powers;

splitting and consolidation of shares;

making decisions on the approval of major transactions and interested party transactions in cases provided for by law;

acquisition by the company of outstanding shares;

making decisions on participation in holding companies, financial and industrial groups, associations and other associations of commercial organizations;

approval of internal documents regulating the activities of the company's bodies.

To run a business, managers must have authority, and to manage effectively, they must be responsible for using that authority.

Peter Druckner writes that beyond the limits of responsibility, “professional managers become enlightened tyrants, and enlightened tyrants, whether they are Platonic rulers or CEOs of companies, are neither able to govern nor sit on their throne” and it is impossible to argue with this.

The need to develop and improve corporate governance

The development of corporate governance contributes to the achievement of positive effects:

• increasing the investment attractiveness of the company;
• investments for the long term; improving performance;
• reducing costs for obtaining bank loans;
• increasing the market value of the company;
• facilitating access to capital markets;
• improving the company's image and reputation.

Investors mainly pay attention to how corporate governance is organized in Russia. They have the following goals:

conducting a comparative analysis of the fundamentals of corporate governance in companies of various industries, organizational and legal forms of ownership, scale, etc.;

understanding the specifics of the company’s activities; determining the degree of transparency of operations;

forecast and assessment of possible risks; obtaining information for final management decisions.

The introduction and application of the fundamental principles of corporate governance in the practical activities of the organization will have a direct economic effect. Improving the existing corporate governance system gives domestic business structures the opportunity to receive an additional premium to the price of their own shares, the size of which will be from 20 to 50%.

Effect of corporate governance

The amount of savings, the amount of income that optimization and transparency of management bring determine the effectiveness of the corporate governance system. However, the main indicator is the amount of funds available to potential investors to contribute to a corporately managed company.

In the US and UK, investors can pay up to 18% more for shares of companies with good corporate governance than for shares of companies with the same financial performance but poor management.

The practitioner tells

Dmitry Khlebnikov, Director of the transformation management center of OJSC MMC Norilsk Nickel, Moscow

It is impossible to calculate the direct benefits from the development of a management system; too many different factors affect the capitalization and profit of the company. How to calculate the benefits of reducing the workload of a company manager? How to measure the effect of eliminating unnecessary work and firing “functional homeless”? How to evaluate the consequences of the enthusiasm that appears in a manager when he is faced with clear and precise tasks, when he has real control levers and responsibility for results?

For example, over the past two years, the total capitalization of the Norilsk Nickel group of companies has grown by 170%, but I cannot estimate what the share of our work is in this value. During the first quarter of this year, administrative costs decreased by 5%, but it is impossible to attribute this effect only to the work of the change management center, the decisions of the company's head, or the increased efficiency of individual managers.

Our company's borrowing costs decreased by 1%. Considering the hundreds of millions of US dollars that we operate, these are huge amounts, but I don’t know how much money to attribute to our activities. We work together, and our results are common. But the fact that the management and shareholders of the largest mining and metallurgical company support the transformations we have begun speaks volumes.

Information about the author and company

Dmitry Khlebnikov, director of the transformation management center of OJSC MMC Norilsk Nickel, Moscow. The Norilsk Nickel company is the largest mining and metallurgical enterprise in Russia and one of the largest in the world. Produces copper, nickel, platinum, palladium and platinum group metals. The company's share in Russia's GDP is 1.9%, in industrial production - 2.8%. The company is a “region-forming” company for the Norilsk industrial region.