The objectives of corporate governance are. Corporate governance system. Subjects of corporate governance

System corporate governance of VTB Bank is based on the principle of unconditional compliance with the requirements of Russian legislation and the Bank of Russia, the recommendations of the Federal Financial Markets Service of Russia, and also takes into account the best world practice. VTB Bank guarantees equal treatment of all shareholders and gives them the opportunity to take part in the management of the Bank through the General Meeting of Shareholders, as well as exercise their right to receive dividends and information about its activities.

The supreme governing body of VTB Bank is the General Meeting of Shareholders. The Supervisory Board of the Bank, elected by the shareholders and accountable to them, provides strategic management and control over the activities of the executive bodies - the President - the Chairman of the Management Board and the Management Board. The executive bodies carry out the current management of the Bank and implement the tasks assigned to them by the shareholders and the Supervisory Board.

VTB Bank has built an effective system of corporate governance and internal control of financial and economic activities in order to protect the rights and legitimate interests of shareholders. The Supervisory Board of the Bank has an Audit Committee, which, together with the Department internal audit assists the governing bodies in providing effective work Jar. Audit committee exercises control over the observance by the Bank of normative legal acts and the legality of the operations performed.

For the purpose of verification and validation financial reporting VTB Bank annually engages an external auditor who has no property interests with the Bank and its shareholders.

The Human Resources and Remuneration Committee operating under the Supervisory Board prepares recommendations on key issues of appointment and motivation of members of the Supervisory Board, executive bodies and control bodies.

In order to optimize decision-making by the Supervisory Board on issues of strategic development and increase the level of corporate governance of VTB, the Supervisory Board Committee on Strategy and Corporate Governance was established. The main tasks of the Committee are to determine the strategic goals of the activity and priorities in the development of the Bank; support and improvement of VTB's corporate governance system; formation of proposals for strategic management own capital Jar.

The Bank shall timely disclose complete and reliable information, including information about its financial position, economic indicators, ownership structure to enable shareholders and investors of the Bank to make informed decisions. Disclosure of information is carried out in accordance with the requirements of Russian legislation, as well as the British regulator Federal Security Authority (FSA). Since 2008, VTB Bank has had a Regulation on Information Policy, which, among other things, establishes rules for the protection of confidential and insider information.

Corporations are the most important institution modern economy. In developed countries, the corporation is an integral attribute of the power system.

Currently, there is a noticeable surge of interest in issues related to corporate governance in Russia and abroad. The relevance of studying the problem of corporate governance is explained by the need to:

integration of corporations into the world economic community in connection with the ongoing processes of globalization of the world economy;
increasing the competitiveness of corporations in the world market;
ensuring the investment attractiveness of corporations for investors;
creation of an effective mechanism for managing the corporation's property;
maintaining a balance of interests of all financially interested persons who are owners and/or participate in the management of an organization (corporation);
separation of ownership and control functions in large organizations;
restoration of destroyed economic ties between industrial organizations;
formation and development of high rates of the Internet economy and lr.

In this section, we will present the main definitions in the field of corporate governance, outline the range of problems and issues that corporate governance is aimed at solving, and also provide a methodological basis for scientific school corporate governance.

In the Civil Code of the Russian Federation, the concept of "corporation" as such is absent. In practice, one often comes across such definitions as “financial corporation”, “consulting (consulting) corporation”, “logistics corporation”, “industrial corporation”, etc. Is it a tribute to fashion or an objective need to use something borrowed from the West? terminology that defines a different character property relations resulting from the redistribution of property rights?

According to the results of the analysis teaching materials, various publications in periodicals devoted to issues of corporate governance, there are fundamentally two (partly diametrically opposed) points of view on the definition of the concept of "corporation".

According to the first point of view, a corporation means any joint stock company (JSC). Today, about 31 thousand open joint-stock companies (OJSC) operate in the Russian Federation, requiring the creation and debugging of an effective corporate governance mechanism.

From another point of view, a corporation means any organization that meets the characteristics of a corporate identity, which include:

1) complex in structure property complex;

2) *complex organizational structure management (combination of several legal and individuals, including banks and/or other financial organizations);

3) *high degree of diversification (the organization operates in at least five industries/fields of activity);

4) *presence of headquarters (parent organization) and branches/representative offices abroad;

5) international staff;

6) the number of employees in the parent organization is at least 1000 people;

7) *implementation of online business support;

8) *the share of export business operations in the organization's revenue is at least 30%;

9) *preparation financial statements in accordance with international standards;

10) implementation of entrepreneurial and issuing activities;

11) * quotation of shares on the market (inclusion in the listing);

12) * compliance with "soft legislation" (codes of corporate conduct, etc.);

13) the contribution of the organization to the gross domestic product (GDP) of the country is at least 0.5-1%;

14) * business transparency, ie. financial and information openness of the organization;

15) * the presence of consolidated reporting, but not in order to identify the taxable base, but to obtain general idea about the organization as a whole.

The above list of 15 signs of corporate identity is decisive for Western investors when considering the financing of any major project. countries with developing market economy, which are characterized by the presence corporate relations in an imperfect state (including Russia), the so-called necessary (minimum) set of features can be proposed. These features (2, 3, 4, 7, 8, 9, II, 12, 14 and 15) are marked with an asterisk (*).

When defining the concept of “corporation”, we will proceed from the approach given in the textbook “Organization Management”, where a corporation (organization) is considered as a socio-economic system that integrates both a particular subject of activity and the means of activity used by him (separate property ), and is understood as the most developed form of organization. Continuing this idea, Z. P. Rumyantseva writes that an integration entity (read "corporation") is a new organizational form different from the one to which all its constituent organizations belong. The fundamental difference between corporations is not only how they are formed, but also how management relations are built in them. Corporations as integration forms, consisting of a number of independent organizations, are systems of a special kind with poorly defined boundaries and frequently changing elemental composition. A feature of corporate management is that such a system contains elements of management of the united units and management principles specified by the properties new system. Therefore, corporations as objects of management have significant differences from traditional organizations.

Obviously, the problem of the specifics of the object of management at the present stage of development of domestic corporate governance is central. With regard to the state of corporate governance, we are currently dealing only with the primary formulation of concepts that explain the specific characteristics of socio-economic systems - corporations and the metastructures they generate ( corporate groups). In the meantime, it can be stated that due to the inconsistency of the definition of the object, naturally, there is also an inconsistency in the definition of corporate governance.

The first thing a person who is going to understand corporate governance faces is terminological confusion. It turns out that corporate management and corporate governance are not the same thing. There are no such differences in Russian. All this is further aggravated by the fact that there is no corporation as an organizational and legal form in Russian legislation.

Most authors adhere to the point of view that corporate management is focused on the mechanisms of doing business. The concept of "corporate governance" is broader, it means a system of interaction between many individuals and organizations on various aspects of the functioning of the company, and above all between managers and owners (shareholders / investors), shareholders and other interested parties (stakeholders), etc.

Such an understanding shifts the center of gravity from intra-corporate relations to inter-corporate ones and is the most acceptable for large integrated corporate associations that include several organizations coordinated from a single control center. At the same time, many additional issues are included in the problem of corporate governance, for example, the relationship between the main (parent) company and subsidiaries, suppliers and consumers of products, large (majority) shareholders of the participating enterprises and the highest governing bodies of the association of enterprises, etc.

There is a third interpretation of corporate governance, which consists in the fact that such governance is considered as a synonym for the concept of "enterprise (company) management".

In turn, enterprise management is considered as a type of activity that, in accordance with the goals and objectives of the enterprise, determines what and when to produce (sell, perform), who and how will carry out this activity, form working procedures for planning and organizing at all stages and levels. management, analysis and control over the execution management decisions to achieve the effective use of material, labor, financial and information resources.

With this approach, an equal sign is put between "corporate governance" and "corporation governance", covering all management functions within a corporation.

So, it can be stated that there is no single concept of corporate governance in world practice today. Is there enough general concepts that do not distinguish an ordinary organization from a corporation. However, in our opinion, the quintessence of corporate governance is that it is a set of organizational and methodological solutions that ensure the management of organizations that meet the requirements of corporate identity and for the implementation of the achievement of two goals:

1) increase in the capitalization of the organization (business value due to an increase in the share price and / or additional issue), including in the event of a takeover or merger;

2) ensuring a balance of interests of the owners of the organization, its management, shareholders (minority, majority, strategic investors) and other financially interested parties (affiliates, the state, etc.).

The theoretical framework for considering corporate governance issues requires:

1) identification of factors influencing the formation of a corporate governance model;

2) identification of key corporate governance issues.

The problems of corporate governance are associated with the separation of property rights from management rights in the conditions of dispersed property rights among many shareholders. Corporate governance is aimed at solving such issues as:

— distribution of rights between managers and shareholders;

— representation of interests of shareholders;

— awareness of shareholders about the actions of managers;

— application of corporate control mechanisms.

Corporate governance is concerned with the separation of management rights and ownership rights.

The problem of corporate governance is reduced to the creation of mechanisms that would ensure the observance of the interests of shareholders who are the owners of the corporation in conditions where information significant for decision-making (both current and strategic) is distributed asymmetrically in favor of managers who often pursue their own interests.

Corporate governance includes consideration of two blocks of issues.

The internal life of a corporation (creation, liquidation, rights of shareholders, competence of management bodies).
The interaction of the corporation with external environment, which serves as a potential source of capital (issue of shares, bonds; conditions for the acquisition of large blocks of shares). The main participants in corporate relations:

1) shareholders - are investors of the organization, are interested in receiving dividends and a high price of shares in case of their sale;

2) hired managers - carry out all the main management functions;

3) the personnel of the organization - is directly involved in the production and economic activities of the organization;

4) government bodies management - form the legal framework of corporate relations;

5) creditors - participate in financing, production, economic and other activities of the corporation;

6) regional governments and local communities. From a business point of view, formalized regulation of corporate relations should be provided.

One of the principles of corporate governance is the principle of separation of ownership and control rights. The shareholders are the owners of the capital of the corporation, but the right to control and manage the capital belongs to the managers, who are hired agents accountable to the shareholders. Managers perform an entrepreneurial function, i.e., having professional skills and knowledge, they make and implement decisions on best use capital. Corporation owners do not always have the necessary professional skills and perform the function of capital providers (from different sources) and have the right to count on a share of the profits corresponding to their contribution from the activities of the corporation.

The specificity of corporate governance lies in the fact that the object of management is a set of organizations that are independent of each other and interact with each other. Thus, we are talking about technological chains in which each of the organizations performs its functions. For example, Management Company plans production, determines the strategy, collects information about the functioning of the main participants, distributes profits within the technological chain (TC). Other organizations - participants in the shopping center can perform exclusively production functions within the framework of a single production plan. The management of a group of organizations is complicated by the fact that the information necessary to control the activities of all participants in the shopping center is often heterogeneous. One of the levers of influence is the procedure for redistributing the profit from the project between the organizations - participants of the shopping center or obtaining the powers specified in the Charter.

On fig. 1.1 and in table. 1.1. a comparative description of corporate and non-corporate governance is given.

Table 1.1

Distinctive features of corporate and non-corporate governance

Corporate Governance	Unincorporated governance
Separation of ownership and management powers	Merged ownership and management functions
Formation of a new independent subject of corporate relations - hired managers	Managed by the owners themselves
Together with the management function, the owners lose contact with the business	The owners are linked by management relationships
There are no relations between the owners and they have been replaced by the relations between the owners and the corporation of management dews
In US federal law limited liability individual investors are singled out as a distinctive feature of the corporation (investors do not bear personal property liability for the obligations of the corporation in which they invest funds. The maximum loss of investors is the failure to return the invested funds

If in an open joint stock company (OJSC), nominally recognized as a corporation, management is carried out not by hired managers, but by owners, then, in fact, there is no subject of corporate relations, i.e., in this case, the OJSC is not a corporation.

Corporate Governance Issues Associated with Balancing Interests different groups stakeholders (shareholders, including large, minority shareholders, owners of preferred shares, managers of the organization, its employees, government bodies) are relevant for most countries. At the same time, different approaches to holding an extraordinary general meeting shareholders (minimum percentage of shares), the procedure for cumulative voting, the definition of fractional shares and the technology for repurchasing shares from small shareholders at a fair price if big deals, interested party transactions, reorganization or amendment of the Articles of Association joint-stock company(AO).

The corporation is traditionally considered primarily as a joint-stock form of enterprise organization.

Much less explored economic role corporations - an assessment of the positive and negative consequences of the activities of corporations and their impact on the national economy.

The functional roles of the corporation are diverse and partially different for individual types. corporate structures. The most typical of them are: the concentration of capital, the integration of fictitious and real production capital, the integration of entrepreneurship and management, the strengthening of the role of the state in the international division of labor, the inter-industry and intra-industry distribution of capital, etc.

The fulfillment of these functional roles leads to the appearance of both positive and negative results, and consequences for the national economy.

The role of transnational corporations (TNCs) deserves special consideration, given the deepening process of globalization, since it is corporations that play a key role in this process.

The institutional aspect of corporate governance is extremely important, and the study of transaction costs should be one of the priority areas research.

For Russia, the social responsibility of business is very important. Therefore, one of the most important tasks is the formation and use of mechanisms for the inevitability of the legal and social responsibility of corporations to the state, the business community and civil society, namely:

- the state should control the activities of corporations on the basis of criminal and administrative law;

- the business community should control the activities of corporations on the basis of an independent audit, the introduction of independent directors into the board of directors, etc.;

- civil society should control the ethical side of the commands of corporations in relation to both society as a whole and individual social groups on the basis of acceptable information openness of their activities and agreed evaluation criteria.

Pref. by: Corporate Governance: Tutorial/ Ed. V.G. Antonova. - P.7-15.

In 1999, in a special document approved by the Organization for Economic Cooperation and Development (OECD), which unites a group of countries with developed market economies, it was stated that “one of the key elements in increasing economic efficiency is corporate governance (corporate governance), including a complex of relations between the board (management, administration) of the company, its board of directors (supervisory board), shareholders and other interested parties (stakeholders). Corporate governance also determines the mechanisms by which the goals of the company are formulated, the means of achieving them and controlling its activities are determined.

Operating legal regulations in Russia, it is closer to a “narrow” understanding of corporate governance, covering relations only between managers, the board of directors and shareholders, while employees and government bodies, as in some other countries, do not belong to its subjects. With this approach, the area covered by corporate governance covers the participants of the corporation, the corporation itself as a whole.

Differences between corporate and non-corporate governance:

1) in corporate management, the functions of the owner and manager are implemented separately;
2) owners within the corporation lose contact not only with management, but also with entrepreneurship;
3) managers, being employees, become a new subject of economic relations;
4) there are no direct relations of owners in the corporate governance system. They interact through the corporation.

If the practice of corporate governance has existed for several centuries, then the theory began to take shape only in the 1980s.

The specificity of this social institution is due to the following factors:

The separation of ownership from management (with the determining value of the former).

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 other persons (in modern terms, to separate property from its management);

The presence in the structure of the company of dependent and independent persons. Corporate governance becomes in demand when

business grows to a fairly serious scale, requiring the development of specific rules, whose absence or insufficiently consistent observance causes significant damage to the corporation, and coordination of interaction between owners and managers based on them. This is confirmed by the example of Russia, where enterprises for which such a division is typical are more focused on the development of corporate governance.

The goals of corporate governance, which should not contradict the national socio-economic interests, are:

1) ensuring a balance of interests, firstly, of outsiders and insiders, and, secondly, of owners with formal legal power and hired managers, in whose hands real economic power is concentrated. In the absence of conflicts between them, a synergistic effect is achieved in the activities of the corporation. This happens on the basis of certain principles (legal, ethical, procedural) adopted in the business community, a clear distinction between ownership and management;
2) the formation of mechanisms that ensure the control of shareholders over the top administration and its responsibility to them for the results achieved.

The main objectives of corporate governance are:

the preservation of the corporation as a legal entity and an independent economic entity, the growth of its capitalization (by increasing the share price on the stock exchange);
development and decision-making on the rational structure of business areas (acquisition, re-profiling, liquidation of enterprises, etc.);
protecting the interests of owners, building a system of relations with them;
achieving a balance of interests of owners, management, other stakeholders who have the opportunity to influence the corporation (affiliates);
definition dividend policy;
attracting investments and strengthening the economic and production potential of the company;
development and implementation by managers under the control of the owners corporate strategies in the field of diversification, mergers and acquisitions, the fight against competitors;
management of assets and financial flows;
implementation of market expansion;
improvement of the system of remuneration of top managers;
development corporate culture, creating a high image, investment attractiveness, gaining the trust of customers, partners, government, and the public;
maintaining favorable conditions effective management current activities and profit maximization;
effective social policy etc.

The corporate governance system includes:

its members;
a set of legal institutions, principles for the implementation of regulatory actions (code of corporate conduct, code of ethics, etc.).

Legal institutions of corporate governance should ensure the protection of the rights of shareholders and the prevention of their abuse; the reasonableness of the costs associated with its implementation; stability of the current activity and development of the corporation; balance of interests of owners of ordinary and preferred shares; minority and majority shareholders; the company as a whole, its executive bodies and shareholders;

a description of the powers of the board of directors and other elected and appointed bodies;
distribution of responsibilities among top managers;
a set of tools to influence them on the part of interested parties in order to maximize the market value of the company;
a mechanism for the redistribution of property rights in favor of more efficient economic agents in the case when the owners are unable or unwilling to control managers, etc.);
various kinds of requirements, for example, to the information base for decision making, professional qualifications people who make these decisions, etc.

Features of the corporate governance system are largely determined by general economic factors, government policy, the level of competition, the specifics of the legal and economic environment, business ethics, awareness by the corporation of its social responsibility to society, for example, in the field of ecology.

The signs of an effective corporate governance system, as defined by the World Bank, are:

1) transparency of financial and other business information about the activities of the company, the process and results of monitoring the activities of managers;
2) protection and provision of the rights and interests of all shareholders;
3) the independence of the directors of the corporation in determining its strategy, approving business plans, making other important decisions, appointing, monitoring activities, removing managers if necessary;
4) maximization of financial flows (profit) and at the same time payments to shareholders.

Management of the current activities (business) of a corporation as a large organization consisting of many formally completely independent or partially independent divisions professional specialists in the course of business transactions, began to be called corporate management (corporate management).

Corporate management focuses on solving three main problems: developing strategies and ensuring the maximum efficiency of the corporation (here it intersects with corporate governance), attracting investments, fulfilling its legal and social obligations.

Corporate management should be distinguished from general management. Its objects are only the corporation as a whole and its main divisions to the extent that they act as parts of a single whole (their functioning as independent entities no longer belongs to the sphere of interests of corporate management). In fact, it is a kind of strategic management, but it has a narrower framework (“in charge” of development strategies, portfolio, financial, investment strategies company, as well as elements of other functional strategies common to all departments.

In today's rapidly developing world, companies and corporations are beginning to play an increasingly important role. They have extensive financial and economic opportunities to influence the economy of one particular country and the world as a whole. Corporate governance is the key to their successful development and, as a result, an increase in capital inflows, as well as macroeconomic growth.

The concept of corporate governance in modern economic and legal spheres

Despite the wide applicability of this term in practice, a single interpretation of the concept, which would include all aspects and directions, in labor area no. In the legal and economic literature, corporate governance is a set of systemic principles and mechanisms through which shareholders exercise their rights to own property. The institution of corporate control itself is presented in the form of a pyramid with three interconnected subordination cells.

Corporate governance by its nature is not comparable with the systems of operational and tactical management of the company, however, the trends of recent years indicate its strategic importance. The object of corporate governance is the monitoring of actions that are performed during the management of the corporation.

Relevance and Specifics of Corporate Governance in Russia

In many sectors of the domestic economy, the leading positions are gradually beginning to be occupied by corporations that play a very important role in her development. In this regard, there is an increase in the interest of experts in the problems of the institution of corporate governance in Russia. It touches upon issues related to the formation of corporations as an independent unit and a member of the global economic community. Corporate governance significantly affects the investment climate, therefore, it correlates with the following global processes:

in the context of the widespread globalization of the economy, the entry of corporations into a single world economic and financial space causes an increasing resonance;
the growth of the influence of corporations on world processes and the gradual monopolization of the market;
creation of favorable conditions in the company to attract foreign capital and improve the investment climate for investors;
all assets belonging to the corporation are transferred under a common management mechanism, the development of which is being developed by an increasing number of specialists;
shareholders of the corporation participate equally in the functioning of the organization, thus, it is supported financial balance between all parties of the relationship;
for more effective corporate management and control, there is a distribution of responsibilities within the organization;
active participation of corporations in the issues of establishing lost contacts between industrial economic entities;
investing large amounts of funds to create and develop a modern Internet economy, cryptocurrencies, blockchains, which will allow the corporation to increase the amount of profit received and modernize standards by modern standards.

Methods of corporate governance of a legal entity

A legal entity in Russia, in accordance with Article 53 of the Civil Code of the Russian Federation, is endowed with a special list of civil rights and obligations. They carry out their legal activity within the framework of the current legislation, special constituent documents and other legal acts. Thus, there is a transfer of rights and obligations from the state to legal entity through his organs.

Management methods are designed to classify the features of corporate governance of a business entity and are divided into:

administrative;
economic;
legislative and regulatory legal;
organizational.

It should be borne in mind that the above management methods are also divided into three levels:

corporate;
the level where the main activity of the corporation is the business area;
a separate class of some enterprises and their subsidiaries.

Corporate governance provides for the combined management of all types of entities in one single prescribed field of governance.

Maneuvering in a given control cycle can occur and change only when taking into account special conditions objects to which it is directed, as well as to increase production volumes.

An important aspect of the entire corporate governance process is the fact that the assets of a corporation are localized in the hands of monopoly owners or investors, and the creation of such substructures in it as a board of directors, a board of trustees or management is conditioned by the transfer of property management rights in order to avoid a ban on market monopolization. The end result is the emergence of inconsistencies in the information supplied, disagreements between management and owners.

Features of corporate governance and its participants

It is not a fact that reasonable decisions made in the process of corporate governance will necessarily bring the corporation an increase in financial profit and a stable growth of shares in the world market. There are many examples where fairly large "family" organizations that do not have a certificate of compliance with corporate governance standards are quite competitive in the product market.

One of the main features of CG is considered to be its invulnerability in the context of management abuse, but it leads to less flexibility in company policy.

However, companies that have been tested for compliance with corporate governance standards have a list of advantages over their competitors.

By using modern system IPOs they more often establish contacts with foreign investors, which has a better effect on their financial reserves.

Investors are inclined to cooperate with such organizations, as they believe that an effective approach to the implementation of corporate governance by its management does not give reason to doubt the honesty and transparency of the policy pursued by the company.

Thus, the probability that an investor may lose the funds invested in projects is approaching a minimum.

Corporations that are globally financial market represent the interests developing states, have a special interest in the transition to corporate governance.

The results of research by numerous experts in the field of economics show that corporations with a corporate governance system have a large amount of capital compared to the average established mark in the market. This trend is inherent in the Arab countries, states from the Latin American region (with the exception of Chile), Russian Federation, Indonesia, Turkey and Malaysia.

The efficiency of operations and the constant growth of companies is the result of a commonality of subjects of corporate relations who are interested in the following:

Labor functions and interests of subjects of corporate governance

The main financial reward for employees, in particular, managers of companies, is the payment in full of the amounts of wages prescribed in their employment contracts.

Their main interest is to feel comfortable and be sure of the stability of their position. They also want to protect themselves against certain situations, such as funding the company from retained earnings rather than from the company's external debt.

The priority direction for the growth of companies in the market is the creation of an equilibrium risk-reward ratio.

Managers are one of the main components of the overall pyramid of subordination.

They depend on the actions of the shareholders represented by the board of directors, and are most interested in prolonging their existing labor contracts for a longer period.

Their primary task in the corporation is constant interaction with representatives of other groups who are directly related to the company itself or wish to cooperate with it. Among them: employees, shareholders, official state structures, clients, investors, importers.

However, there are a number of aspects in which company managers become hostages of their position. So, they cannot influence the decision to expand the scope of the company and its structure, to participate in various charitable events in order to increase corporate prestige and status.

Other entities labor relations in the corporate governance system, the company becomes shareholders whose income from its activities is expressed in the receipt of dividends or those funds that were received on the account after the sale of shares on the market.

Often, the owners of the company's shares express their support for the management and board of directors of the organization in making decisions aimed at a possible increase in profits, even if they are very risky.

Therefore, they, no less than managers, strive to contribute to the development of the company. But for them, there are also several situations with an increased level of risk, for example:

their personal income will not increase if the goods and services that the company sells on the market are not in demand among buyers, and, accordingly, the organization does not receive stable high profits;
if the company declares itself bankrupt, shareholders will be able to receive all their compensation payments only at the very last.

Shareholders have some advantages in investing and holding shares in several companies at the same time, so if they lose funds in one, they always have a fallback option. In addition, they can exert some pressure on the board of directors:

in the course of regular meetings of shareholders, a certain composition of management is elected and shareholders, based on their own interests, vote or not vote for a particular decision;
the transaction for the sale of shares they own affects the quotes of these valuable papers in the market of goods and services, thereby becoming a possible lever for putting pressure on the current composition of the board of directors that is unfavorable to them.

There is a third group of subjects of corporate relations - accomplices or interested persons. These include:

Lenders. Their profit is stated in the contract concluded as a result of negotiations between them and the company. They oppose the adoption of decisions in the implementation of which there is a certain risk, insist that the profit received in the future be able to cover the amount of the loan provided in time and in full, own a block of shares in several companies at the same time.
Employees and staff of the company. Their primary interest is in worthy wages, its timely payment, good working conditions, the preservation of jobs and the sustainable development of the organization. Unlike shareholders, they are in constant contact with the composition of the board of directors, are completely subordinate to its decisions and have no leverage to put pressure on its activities.
Partners of the company (customers, importers, etc.). They are in constant contact with the board of directors to obtain information on the state of the company's functioning.
State official structures. They regularly monitor the activities of the company, check the implementation of safety regulations, the availability of all certificates and accreditations, monitor the timely payment of taxes, the creation of jobs and the provision of various benefits to employees of the organization. They can influence the company by increasing taxes and changing accounting documentation.

Principles and mechanisms of corporate governance

At regular meetings with the participation of shareholders, questions and proposals may be put forward regarding:

reforming the organization;
disposal of assets owned by the company;
conducting transactions for the purchase and sale of shares;
disclosure of reporting information on profits received;
changes in the composition of the management and the main constituent bodies of the corporation, etc.

The main principle of corporate governance provides for the establishment of the responsibility of the board of directors to the shareholders. Minority shareholders have unequal rights among themselves, and, consequently, a different number of votes that they have the right to dispose of, since they are directly correlated with the amount of shares in the company.

The norms of Russian legislation provide for the following division of rights, according to the share held:

Such an imbalance leads to the infringement of the economic rights of shareholders by withdrawing the company's profits in non-dividend ways, after which it is distributed among members of the board of directors and shareholders owning controlling stakes.

This shortcoming of the corporate governance system can be compensated for by establishing a market for corporate control. With its help, holders of small shares in the company can sell their shares if they do not agree with the policy pursued by the company's management.

Main models of corporate governance

For a long time, such fundamental models of forms of corporate governance have been formed that are used in different countries world:

Anglo-American (outsider) model - provides for the management of a corporation based on the use of external or market levers of management control, or monitoring by a collegial body of a corporation, organized in accordance with all requirements. Its defining link is the presence of a large number of independent small investors who represent the interests of minority shareholders. In such a system of relations, the influence of the stock market sharply increases, which serves as a tool for controlling the activities of the corporation's management;
The German or insider model - takes as a basis the control of the corporation from the inside. The basis for the successful functioning of a corporation is multilateral cooperation between all entities that have anything to do with it. Unlike the Anglo-American model, the stock market does not affect the company's activities and the value of its shares. This is due to the fact that independent monitoring of the results of products and the situation in the common market of goods and services is carried out;
Japan's corporate governance model was designed to raise the country's economy from the ruins after its defeat in World War II. Thanks to its application, the state managed to perform an “economic miracle” in the 1960s, associated with annual economic growth rates of 10%;
Family model of corporate governance - can be applied in almost every country. Full control of the corporation belongs to one family, and a controlling stake, as a rule, passes from generation to generation. The most striking example of such a model is the American oil company Standard Oil, which has been under the control of the Rockefeller family for over 130 years.

The formation and application of the corporate governance model depends on the specifics and is focused on the domestic economic situation in each country. Three main factors influence this:

a system for protecting the rights of minority shareholders;
functions and tasks of management;
the level of information provided.

The corporate governance system in Russia is not implemented in accordance with any of the presented models, as it is focused on their symbiosis and the use of the best features and advantages of each.