Corporate governance standards. International standards of corporate governance

which guide successful corporations in all countries, encourage managers to prioritize the interests of their shareholders, care about the reputation of corporations and adherence to business ethics. In the context of globalization of the modern world economy and high mobility of capital, their owners expect to find different countries reliable companies for investment that comply with the requirements of transparency of activities, respecting the interests of shareholders and business partners. To ensure the health of the national economy as a whole, corporate governance acquires modern world key value.
There are a number of initiatives taken at the international level to promote the rule of law and fair business practices in business transactions: the fight against bribery, unfair competition, the negative impact of cartel agreements, and money laundering. The international community is developing a common understanding necessary elements corporate governance. An important step In this direction was the adoption in May 1999 of the principles of corporate governance by the Organization for Economic Co-operation and Development (OECD), which includes 29 countries. The principles are not binding, but are valuable in that they reflect best experience corporate governance of member states of organizations, as well as international financial organizations and business communities advocating for the business ethics of fair entrepreneurship.
The adopted document regulates the resolution of such issues as the rights of shareholders and attitude towards them, the role of stakeholders in the management of corporations, disclosure of information, and the performance of duties by board members. In accordance with established principles, the corporate governance system is designed to:
protect the rights of shareholders;
ensure equal treatment of shareholders, including small and foreign ones. All shareholders must be able to receive effective protection in case of violation of their rights;
recognize the legitimate rights of stakeholders and encourage their active cooperation with corporations in creating jobs, increasing capital, and achieving the sustainability of financially sound enterprises;
provide timely and accurate disclosure of information on all material matters relating to the corporation's activities, including financial condition, results of operations, ownership and management of companies;
ensure the strategic management of the company, effective control over the administration by the board, as well as the accountability of the board to the company and shareholders.
Shareholders prioritize reliable methods of registering ownership, the right to alienate or transfer shares, obtaining necessary information about the corporation, voting at general meetings and board elections, and the right to share in the profits of the corporation. Shareholders have the right to participate in decision-making and receive sufficient information on fundamental issues: changes in the company's charter, issue of additional shares, extraordinary transactions leading to the sale of a business. To effectively participate in general meetings, shareholders must receive information about the rules, date, place of their holding, agenda; have the opportunity to ask questions to the board, propose changes to the agenda, vote in person or without personal presence.
To ensure shareholder rights, it is necessary that the capital structure and mechanisms that allow individual shareholders to obtain a degree of control disproportionate to their shareholding are made public. Rules and procedures governing the degree of control over a corporation in the capital markets, as well as transactions of an extraordinary nature, such as mergers and sales of significant assets, should be clearly stated and transparent, conducted at transparent prices and on fair terms that protect the rights of all shareholders in according to their category.
Within each category, all shareholders have equal voting rights, and any changes to voting rights are approved by a vote of shareholders. To achieve this, the regulations and procedures for holding general meetings must ensure equal treatment of all shareholders. Transactions using inside information for one's own interests should be prohibited. Board members and managers are required to disclose their material interests in transactions or matters affecting the corporation.
A key aspect of corporate governance is to ensure the flow of external capital into firms and attract stakeholders to make effective investments. The competitiveness and financial success of a corporation is the result of teamwork, to which various sources of resources contribute: investors, employees, creditors and suppliers. The long-term interests of the corporation depend on the cooperation of such persons. Typically, their rights are established by law, such as labor, commercial, contract and insolvency laws. Many firms are taking on additional responsibilities to their stakeholders, and concerns about reputation and performance require recognition of an increasing range of interests.
The corporate governance system assigns different roles to stakeholders. The degree of participation of such persons in management depends on national laws and practices adopted in different countries. Examples of stakeholder engagement mechanisms include: employee representation on the board; allotment of shares to company employees or other profit sharing mechanisms; key decision-making processes that take into account the views of stakeholders; participation of creditors in management in case of insolvency.
The principles of corporate governance adopted by the OECD define the material information about the activities of a corporation that must be disclosed. It includes information about the results of the company’s financial and operating activities, its objectives, ownership of large blocks of shares and distribution of voting rights, members of the board and principal1 officials ah, the remuneration they receive, projected risk factors, issues related to employees and other stakeholders, management structure and policies. There are annual audits by an independent auditor to provide an objective assessment of how the financial statements are prepared and presented.
The responsibilities of corporate boards are defined: to develop corporate strategy, basic action plans, risk management policies, annual budgets and business plans; plan business goals, monitor the implementation of plans and activities of the corporation; control basic expenses, purchases and sales; select key officials, assign them pay, monitor their activities and, if necessary, replace them; ensure the integrity of accounting systems and financial statements, Availability necessary systems control.
International principles of corporate governance are used by governments and legislators in a number of countries as a starting point for improving the legal framework for entrepreneurs. They are used by private business representatives who pay attention to improving management practices. In Russia, government and legislative bodies, public organizations entrepreneurship, economic departments are working to prepare a code of corporate conduct for the national economy.
The developers of the code are preparing a detailed set of civilized, unified and progressive rules of conduct for the bodies of a joint-stock company, its officials and shareholders. This is especially important for corporations, which are given considerable freedom to regulate diverse and dynamic corporate relationships through the adoption of individual constituent and internal documents. The adoption of the code will help correct the shortcomings of corporate relations, especially the exaggerated role of executive bodies and company managers, and will allow shareholders to more fully realize their rights.
Corporate rules are intended to become the standard for the bulk of constituent and internal documents Russian companies, often without qualified specialists on questions corporate law and management. Shareholders will be able to compare the actual relations in their company with these rules and assess the degree of their deviation from the standard. The accession of corporations to the code will provide an opportunity to increase the legal protection of all participants in corporate relations.

The modern market is characterized high level competition, in which potential offers significantly exceed effective demand. In these conditions, the consumer has the opportunity to choose a wide range of products, and its quality becomes the determining factor. Thus, product quality and competitiveness are inextricably linked concepts. This can be clearly illustrated by comparing their definitions.

Competitiveness, according to explanatory dictionaries is a set of quality and cost characteristics of a product that reflect its differences from analogues and provide it with advantages in a specific market in a certain period of time. And quality, according to the ISO 9000 dictionary, is a set of product characteristics that meet consumer requirements. We can say that these concepts are sides of the same coin, one of which (quality) is addressed to the consumer, the other (competitiveness) – to the manufacturer of the product.

Foreign and domestic experience convincingly demonstrates that improving the quality of products and work performed is impossible without the use of appropriate quality management systems (management systems for the management and management of an organization in relation to quality - definition according to ISO 9000), meeting the prevailing market requirements and satisfying the interests of both consumers and product manufacturers.

It should be noted that, according to the accepted terminology, the concept of “quality” unites the entire complex of consumer requirements - from consumer properties products to their operating conditions and cost, and the quality management system is the tool that allows the enterprise to ensure compliance with these requirements.

In accordance with established international practice, requirements for quality management systems are regulated by standards that have the status of international, national, industry or corporate regulatory documents. The ISO 9000 series of international standards developed by International organization on standardization, the third edition of which was approved in December 2000. In Russia, their analogues are in force - GOST R ISO standards of the 9000 series.

The value of the ISO 9000 series standards lies in the universal nature of their provisions and requirements, as well as the possibility of application in any sector of the economy, both within an individual enterprise and large integrated structures to solve the following problems:

Creating conditions in a competitive market environment that prioritize the interests of consumers/customers and provide them with guarantees in obtaining the required quality from supplier companies of products (works, services);

Increasing the competitiveness of enterprises by improving product quality and creating effective system enterprise management;

Creation of mechanisms and procedures for objective control, both on the part of customers and bodies for certification of quality management systems.

One of the trends in the development of modern quality management has been the development, based on ISO 9000 series standards, of industry or corporate (company) standards that more fully and specifically take into account industry specifics, as well as the requirements and interests of end consumers. These standards cover not only the organization-wide quality management issues established by ISO 9000, but also a number of additional technical and legal aspects of an industry or corporate nature. The presence of such requirements in the standards makes them more “strict” compared to ISO 9000, which significantly increases product quality guarantees.

Therefore, the most important component of the company’s corporate governance is a system of uniform corporate standards aimed at ensuring the efficiency of business processes, monitoring their quality, minimizing all types of corporate risks and, in general, maintaining transparent corporate relations between the parent company, structural divisions, subsidiaries and affiliates

Corporate standards are approved by the General Director and registered under an individual serial number in a special register. The register is updated annually. Current implementation of the standards is supported by the adoption of appropriate management decisions and approval of additional regulations.

The quality of corporate governance today is the most sensitive issue for many Russian companies. Some of them have already developed and published their corporate governance codes for the public. These companies undertake responsibilities to respect the rights of shareholders and investors, and undertake to be open to creditors, partners and clients. Ensuring high standards of corporate governance is quite difficult in practice. Therefore, adopting your own code of corporate conduct is one of the ways to ensure information openness and publicity of a company for which compliance high standards corporate behavior is a means of increasing the attractiveness of a company.

The Corporate Code shortens the company’s path to entering the All-Russian and international markets, To foreign investment, to the company's stock quotes on foreign exchanges. Therefore, sooner or later, shareholders must insist on the appearance of such a code. If the charter of a joint stock company is a kind of constitution, then the code is a declaration. It contains rules of internal conduct for entities of a joint stock company and rules for relations with external partners. Moments that the charter does not provide for by its “genre” are enshrined in the code. And in order to detail it, additional “procedural” provisions, unique by-laws are being developed.

Goals of creating a corporate code: If an organization is interested in development, in the influx of investments, plans to enter new market sectors or strengthen its existing positions, it needs to provide the public and investors with public documents of corporate governance. TO The corporate code aims to increase the investment attractiveness of the company and improve its reputation. Having uniform and clearly defined ethical standards of behavior for all employees in the workplace helps improve interactions and improve performance.

Ethical content of the corporate code: Ethical principles and generally accepted moral standards are recorded in the official documents of the corporation - in the mission of the corporation, in the corporate code. The level of moral development of both an individual and an organization as a whole is determined by an orientation towards humanistic universal principles of justice: equality of human rights and respect for human dignity.

The rules of modern business require companies seeking to win the competitive battle for personnel to decide on various social problems: improving the quality of life of employees, protecting environment, charitable activities, improving the quality of life of all citizens of society.

The same codes of ethics establish the basic principles and rules of business conduct. These may be standards by which individual firms live (corporate codes), or rules governing relationships within an entire industry (professional codes).

Practical content of the corporate code: The creation of a corporate code is necessary for a company that aims to include personnel in ways to change its functioning, instill in employees a sense of responsibility to the company, commitment to their organization, reduce intra-company conflicts to a minimum, and increase the company’s image in the external environment.

There is no strict standard regarding what a corporate code should contain. As a rule, it formulates the mission and objectives of the company, its core values, sets standards of employee behavior, and describes corporate traditions. The purpose of drawing up a corporate code is for each employee to understand what management intends the company to be, what its values ​​and goals are, and what it expects from each employee.

Codes vary significantly in both content and scope.

Domestic companies also take different approaches to the content of their corporate codes.

Creation of a corporate code: In creating a corporate code in first of all must participate top managers and main shareholders of the company, since it is their ideas about the business that should form its basis. They should be assisted by specialists who know the composition and content of such documents. The first editors and the first critics can be the heads of departments and other middle managers.

Recognizing the importance of high standards of corporate governance for successful business and for achieving mutual understanding with all parties interested in the company's activities, it is necessary to develop a code of corporate conduct that will comply with the basic principles of corporate governance that have received international and Russian recognition.

The company's management has a clear understanding that the confidence of shareholders, investors and partners of the company in economic stability and good practice Corporate governance of a company is one of the important prerequisites for its further development, therefore, when starting to develop a Code of Corporate Conduct, the company’s management must adhere to the following fundamental principles of corporate governance:

Compliance with the rights and interests of shareholders secured by the current

legislation, regulations and requirements;

Equal treatment of shareholders;

Timely and accurate disclosure of information on all material issues relating to the Company;

Recognition of the rights of interested parties provided for by law;

Encouraging active cooperation between the Company and stakeholders in ensuring financial stability The company, its development and job creation;

Effective control over the Company’s management by the Management Board;

Accountability of the Management Board to the Board of Directors and shareholders.

– accountability of the Board of Directors, General Director and the Board

Companies to shareholders;

– maintaining an effective system of internal control and audit of the Company;

– ensuring information and financial transparency of the Company;

– compliance ethical standards business conduct enshrined in Code of Ethics;

– effective interaction with the Company’s employees in solving social issues and ensuring necessary conditions labor.

The Code as a means of internal company communications: In order for the corporate code to be truly effective element internalPR-and the company needsh clearly formulate the internal tasks that are supposed to be solved with the help of the corporate code, and the opinion of the company’s top management on key issues of the company’s activities and its employees.

The Corporate Code can and should become a unique document specific organization, which contains not only the strategic vision of management, norms and values ​​of the organization, but also ways of transmitting them to ordinary employees. Today, the management of many large Russian organizations understands that a positive image is a way of capitalization. Invest in someone they trust. And one of the main investments of modern business is the devotion and dedication of the organization’s employees. The corporate code becomes the foundation of staff loyalty. In order for the code to truly work, it must be accepted by all employees of the company, become an integrating document, a reason for corporate pride.

A company can choose any way to regulate its activities, from the absence of any written rules to strict regulation of existing operating principles and processes in corporate standards. The development and implementation of corporate standards in all areas of the organization’s activities requires a significant investment of time and resources, but it allows increasing the efficiency of all structures, as well as minimizing errors and problems when reshuffling personnel. The process of developing and implementing corporate standards evolves as the organization's maturity level increases, from simple forms of documents to more detailed and complex ones. At the same time, the implementation of corporate standards cannot be limited to the adoption of one document of any degree of importance and development. In order for company management processes to really work, a set of documents of various levels and purposes is needed, although united by a common methodology, nevertheless tied to specific tasks, processes, works and organizational structure companies.

The end of the twentieth century was marked for Russia by a period of denationalization of the economy, intensive development of organizational and legal forms of economic management, significant liberalization of social relations and, as a consequence, an expansion of the field of theoretical and legal research. These transformations served objective reason to highlight relatively new group social regulators - corporate norms.

Corporate norms are rules of behavior established by organizations in their acts and protected by measures of social impact; this is a special type social norms, designed to regulate the relationships that develop between members and participants of these organizations.

Corporate norms regulate only the internal relations of these organizations. These norms express the will of the participants public associations, competence, scope of rights and obligations of their members, etc.

Corporate behavior is a concept that covers a variety of actions related to the management of business entities.

Corporate behavior influences economic indicators activities of business entities and their ability to attract capital necessary for economic growth.

Corporate behavior must be based on respect for the rights and legitimate interests of its participants and contribute to the effective operation of the company, including increasing the value of the company's assets, creating jobs and maintaining the financial stability and profitability of the company.

Improving corporate behavior in Russian Federation- the most important measure necessary to increase the influx of investment into all sectors of the Russian economy, both from sources within the country and from foreign investors. One way to achieve this improvement would be to introduce certain standards established based on analysis best practice corporate behavior.

The principles of corporate behavior are aimed at creating trust in relationships arising in connection with the management of the company.

The principles of corporate behavior are the initial principles underlying the formation, functioning and improvement of the corporate governance system of companies.

The principles of corporate conduct set forth in this chapter are the basis for the recommendations contained in subsequent chapters of this Code, as well as the basic principles that should be followed in the absence of such recommendations.

These principles are formulated taking into account the Principles of Corporate Governance of the Organization for Economic Cooperation and Development (OECD), international practice in the field of corporate behavior, as well as experience accumulated in Russia.

The practice of corporate behavior should provide shareholders with a real opportunity to exercise their rights related to participation in the company.

1. Shareholders must be provided with reliable and effective ways accounting of ownership rights to shares, as well as the possibility of free and quick alienation of shares owned by them.

2. Shareholders have the right to participate in the management of the joint-stock company by making decisions on the most important issues of the company’s activities at the general meeting of shareholders. To exercise this right, it is recommended to ensure that:

the procedure for notifying the general meeting of shareholders gave shareholders the opportunity to properly prepare for participation in it;

shareholders were given the opportunity to familiarize themselves with the list of persons entitled to participate in the general meeting of shareholders;

the place, date and time of the general meeting were determined in such a way that shareholders had a real and easy opportunity to take part in it;

the rights of shareholders to demand the convening of a general meeting and to make proposals on the agenda of the meeting were not associated with unjustified difficulties in confirming the existence of these rights by shareholders;

each shareholder had the opportunity to exercise his voting rights in the simplest and most convenient way for him.

Shareholders must be given the opportunity to participate in the profits of the company. To exercise this right it is recommended:

establish a transparent and understandable mechanism for determining the size of dividends and their payment to shareholders;

provide sufficient information to form an accurate idea of ​​the existence of conditions for the payment of dividends and the procedure for their payment;

exclude the possibility of misleading shareholders regarding financial situation companies when paying dividends;

ensure such a procedure for paying dividends that would not be associated with unjustified difficulties in receiving them;

provide for measures to be applied to executive bodies in the event of incomplete or untimely payment of declared dividends.

The general name for the legal concepts and procedures underlying the creation, management and effective interaction of companies (corporations) is called “corporate governance”. Corporate governance - comparatively new area research. The first book, entitled Corporate Governance, was published in 1984; in 1993, the theoretical journal Corporate Governance - an International Review began to be published.

The subsequent years of formation and development of corporate governance in various corporations and countries led to the emergence large quantity definitions of corporate governance that take into account both the characteristics of specific corporations and national differences in the country or region of operation of the corporation. The unifying moment in the formation of the principles of corporate governance should be considered the adoption of the “OECD Principles of Corporate Governance” at the level of ministers of member countries of the Organization for Economic Co-operation and Development in May 1999. The introduction to the said document states: “One of key elements improving economic efficiency is corporate governance, which includes a complex of relations between the company’s administration, its board, shareholders and other interested parties. Corporate governance also defines the framework within which the company's objectives are outlined, as well as the means for achieving these objectives and monitoring the company's performance. Good corporate governance should create incentives for the board and management of a company to strive to achieve goals that are in the interests of the company and shareholders, and also facilitate effective control, thereby pushing firms to more effective use resources."

The most appropriate definition of corporate governance for Russian conditions was proposed by American scientists and practicing consultants Sheila Puffer and Daniel McCarthy: “Corporate governance is one of those terms that everyone understands in their own way, but at the same time everyone agrees that good corporate governance requires highly moral behavior of managers , board members and shareholders...Corporate governance includes the rules, policies, institutions, attitudes and behavior of all those who hold power and are responsible for corporations.”

In the period 2002-2005. In Russia, with the support of the International Finance Corporation and the US Department of Commerce with the participation of Russian companies and specialists, the “Corporate Governance in Russia” project was successfully implemented.

The result of this cooperation was the first guide in Russia covering all aspects of domestic corporate governance practice. It includes examples of the implementation of corporate governance standards, guidance on how directors and managers can carry out their responsibilities in managing companies, a description of the operating procedures of governing bodies, as well as links to Russian Code corporate behavior and principles of corporate governance recognized by international practice. The manual is aimed at directors, senior managers and shareholders of Russian companies seeking to improve the corporate governance system.

The formation of corporations in the Russian economy is a natural development of organizational and legal forms of business, based on the traditions of Russian business and foreign experience.

Russian legislation on joint stock companies was formed taking into account the mass principle of building corporations, therefore it relies to a greater extent on American principle building corporations and has the following features:
a legal entity - a joint-stock company is a legal entity and can, on its own behalf, acquire and exercise property and non-property rights, bear responsibilities and be a plaintiff and defendant in court, moreover, according to Russian law, an open joint-stock company cannot exist except in the form legal entity;
limited liability - is enshrined in the articles of the Civil Code of the Russian Federation (hereinafter referred to as the Civil Code of the Russian Federation) and the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies”, although we note that lawyers are very animatedly debating the definition of “liability within the value of owned shareholders of shares";
indefinite existence - a company is created without a time limit, unless otherwise established by its charter;
free transfer of shares - shareholders of an open company can alienate their shares without the consent of other shareholders of this company;
centralized management of the corporation - despite the mandatory formation of a board of directors and executive bodies of the corporation, Russian legislation provides that “the highest management body of the company is general meeting shareholders."

It also assumes that the charter and clearly defined information about the corporation are mandatory, and the legal nature of the shares and ownership of the shares are provided.

Before considering the modern fundamentals of corporate Russian law, let us briefly look at the history of Russian corporate law.

The pre-corporate period in the history of our country is associated with the search for “our own path” in the economy, including in enterprise management. First attempts to create regulations on enterprise management are associated with the adoption of laws on the enterprise and the rights of labor collectives. The search for “your own way” had a wide range: from complete management of the enterprise from the center to providing it with complete autonomy, right up to the election of enterprise managers labor collective. They ended with a return to the old “capitalist” way of organizing industry - the joint-stock company and, if we remove the political labels, to the method developed by the world experience of human civilization, allowing the best way combine the interests of the state, owners, managers and workers.

The Soviet period consists of two stages. “Union”, which began with the adoption of Resolution of the Council of Ministers of the USSR dated June 19, 1990 No. 590 “On approval of the regulations on joint-stock companies and limited liability companies and regulations on valuable papers ah,” it was during this period that joint-stock companies were transformed Production Association"KAMAZ", Agro-Industrial Bank and Bank of Housing and Communal Services and Social Development.

The second stage is the “period Soviet Russia» began on October 24, 1990 with the adoption of the law on the operation of acts Soviet Union on Russian territory. At this time, Resolution of the Council of Ministers of the USSR No. 601 of December 25, 1990 was adopted on the approval of the “I Regulations on Joint Stock Companies”, the RSFSR Law of December 25, 1990 No. 445-1 “On Enterprises and entrepreneurial activity"and the Law of the USSR of March 6, 1990 No. 1305-1 "On property in the USSR." Due to the historical limited time of the Soviet period and the strict centralization of enterprises, the lack of free capital, the formation of joint stock companies was widespread, so it is premature to talk about the development of corporate governance standards or the accumulation of practical participation of the population in corporate governance.

The Soviet-presidential period began on April 24, 1991 and was associated with the introduction of the post of president in Russia. During this period, the Law of the Russian Federation of November 19, 1992 No. 3929-1 “On the insolvency (bankruptcy) of enterprises” and the RSFSR Government Decree of December 28, 1991 No. 78 “On the issue and circulation of securities and stock exchanges” were adopted. But the rule-making activity of the presidential power was most clearly manifested during this period. The beginning of practical privatization and corporatization is associated with the decrees of the President of the Russian Federation state enterprises, making up the majority of enterprises in Russia. The most important is the Decree of the President of the Russian Federation of July 1, 1992 No. 721 “On the commercialization of state-owned enterprises,” which marked the beginning of a truly broad development of corporate relations.

The period of absolute presidential power began on September 21, 1993 with the dissolution of the Soviets of People's Deputies by the President of the Russian Federation and the assumption of all functions legislative branch. At this time, a privatization program was adopted, the implementation of which in subsequent years served as a measure of the transition to market relations. To be fair, we note that in the first privatization program (1992) main goal the formation of a layer of private owners was proclaimed, and in subsequent versions of the program, increasing the efficiency of the Russian economy as a whole and individual enterprises came first. This period ended with the adoption of the Constitution of the Russian Federation on December 12, 1993.

The parliamentary-presidential period began on December 25, 1993 and is associated with the entry into force of the Constitution of the Russian Federation. This is the period of completion of mass privatization based on decrees of the President of the Russian Federation. Irreversible changes in the economy achieved thanks to volitional actions executive power, created the preconditions for a new stage in the development of corporate law based on the law.

Period 1991-1993 was a period of radical transformations of economic relations in Russia: to replace the dominant for more than 70 years state form new ownership came - corporate. Becoming new form property took place in difficult political and economic conditions. The struggle for political power is inseparable from the struggle for economic power, and the primary unit in the economy is the corporation. Over the years, we have had the opportunity to observe the struggle for power on the scale of individual corporations, when the interests of the state, managers, shareholders and employees of corporations came into conflict. The state has failed to debug the legal mechanism for protecting its property; there is a lack of clear legal rules in both economic and political life society led to the intractability of conflicts by legal means.

The further development of corporate law is inseparable from the general legislative process and changes in competence higher authorities authorities. The civil period began on January 1, 1996 with the adoption of Federal Law of December 29, 1995 No. 208-FZ “On Joint-Stock Companies.” On March 1, 1996, the second part of the Civil Code of the Russian Federation came into force (the first part of the Civil Code of the Russian Federation has been in force since January 1, 1995). In April 1996 it was adopted the federal law dated April 22, 1996 No. 39-FZ “On the securities market”.