Fundamentals of corporate culture. International norms of corporate governance

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1. Principles (norms) of corporate behavior

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

Corporate norms are the rules of conduct established by organizations in their acts and protected by social impact measures; this is a special kind of social norms designed to regulate the relations 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 in public associations, the competence, the scope of the rights and obligations of their members, etc.

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

Corporate behavior affects the economic performance of business entities and their ability to raise capital necessary for economic growth.

Corporate behavior should 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 the Russian Federation is the most important measure necessary to increase the inflow of investments into all sectors of the Russian economy, both from domestic sources and from foreign investors. One of the ways of such improvement may be the introduction of certain standards established on the basis of the analysis of the best practice of corporate behavior.

The principles of corporate conduct 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 main 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 conduct, as well as experience gained in Russia.

1. The practice of corporate conduct should provide shareholders with real opportunity to exercise their rights related to participation in society.

1.1. Shareholders must be provided with reliable and effective ways accounting for ownership rights to shares, as well as the possibility of free and quick alienation of their shares.

1.2. 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. In order to exercise this right, it is recommended that:

the procedure for notifying the general meeting of shareholders gave the 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 the 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 for the agenda of the meeting were not associated with unreasonable difficulties in confirming the existence of these rights by shareholders;

each shareholder had the opportunity to exercise the right to vote in the simplest and most convenient way for him.

Shareholders should be given the opportunity to participate in the company's profits. To exercise this right, it is recommended:

establish a transparent and understandable mechanism for shareholders to determine the amount of dividends and pay them;

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 the financial position of the company when paying dividends;

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

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

Shareholders have the right to regular and timely receipt of complete and reliable information about the company. This right is exercised by:

providing shareholders with comprehensive information on each issue on the agenda when preparing the general meeting of shareholders;

inclusion in the annual report provided to shareholders of the necessary information to assess the results of the company's activities for the year;

introduction of the position of a corporate secretary (hereinafter referred to as the secretary of the company), whose tasks include ensuring access of shareholders to information about the company.

Shareholders must not abuse the rights granted to them.

Actions of shareholders carried out solely with the intent to cause harm to other shareholders or the company, as well as other abuses of the rights of shareholders, are not allowed.

2. The practice of corporate conduct should ensure equal treatment of shareholders who own equal number shares of the same type (category). All shareholders should be able to receive effective protection in case of violation of their rights.

Trust in the company is based to a very large extent on the equal attitude of the company towards equal shareholders. Equal shareholders for the purposes of this Code are shareholders who own the same number of shares of the same type (category). Compliance with this principle is ensured:

establishing a procedure for conducting a general meeting that provides a reasonable equal opportunity for all persons present at the meeting to express their opinion and ask questions of interest to them;

establishing a procedure for performing significant corporate actions, allowing shareholders to receive full information about such actions and guaranteeing the observance of their rights;

prohibition to carry out transactions using insider and confidential information;

election of members of the board of directors, members of the management board and CEO in accordance with a transparent procedure that provides shareholders with full information about these persons;

providing members of the board, the general director and other persons who may be recognized as interested in the transaction, information about such interest;

taking all necessary and possible measures to resolve the conflict between the body of the company and its shareholder (shareholders), as well as between shareholders, if such a conflict affects the interests of the company (hereinafter referred to as the corporate conflict).

3. The practice of corporate conduct should ensure that the board of directors exercises strategic management of the company's activities and effective control on its part over the activities of the company's executive bodies, as well as the accountability of members of the board of directors to its shareholders.

3.1. The Board of Directors determines the company's development strategy and ensures effective control over the financial and economic activities of the company. To this end, the board of directors approves:

priority directions of the company's activity;

financial and economic plan;

procedures internal control.

3.2. The composition of the board of directors of the company should ensure the most efficient implementation of the functions assigned to the board of directors. For this, it is recommended that:

members of the board of directors were elected through a transparent procedure that takes into account the diversity of opinions of shareholders, ensures that the composition of the board of directors complies with the requirements of the law and allows the election of independent members of the board of directors (hereinafter referred to as the independent director);

the board of directors included a sufficient number of independent directors;

the procedure for determining the quorum of meetings of the board of directors ensured the participation of non-executive and independent directors.

regularly in accordance with a specially developed plan;

in person or in absentia, depending on the importance of the issues under consideration.

the strategic planning committee contributes to improving the efficiency of the company in the long term;

the audit committee provides control of the board of directors over the financial and economic activities of the company;

the Human Resources and Remuneration Committee contributes to attracting qualified specialists to the management of the company and creating the necessary incentives for their successful work;

the corporate conflict resolution committee contributes to the prevention and effective resolution of corporate conflicts.

The Board of Directors may also consider establishing other committees, including a risk management committee, an ethics committee.

3.4. The Board of Directors ensures the efficient operation of the company's executive bodies and controls it.

was entitled to suspend the powers of the general director (managing organization, manager) of the company;

determined the requirements for candidates for the positions of the general director (managing organization, manager) and members of the board of the company;

approved the terms of contracts with the general director (managing organization, manager), members of the board of the company, including the terms of remuneration and other payments.

4. The practice of corporate conduct should provide the executive bodies of the company with the opportunity to reasonably, in good faith, solely in the interests of the company to effectively manage the current activities of the company, as well as the accountability of the executive bodies to the board of directors of the company and its shareholders.

4.2. The composition of the company's executive bodies should ensure the most efficient implementation of the functions assigned to the executive bodies. For this:

the CEO and members of the board should be elected in accordance with a transparent procedure that provides shareholders with full information about these persons;

when deciding on the transfer of powers of the sole executive body to the managing organization (managing director), shareholders must have full information about the managing organization (managing director), including information about the risks associated with the transfer of powers to the managing organization (managing director), justification for the need for such a transfer, confirmation that the managing organization organization (manager) of funds to compensate for losses to the company in the event of their occurrence through the fault of the managing organization (manager), as well as a draft agreement concluded with the managing organization (manager);

the CEO and members of the board must have sufficient time to perform their duties.

4.4. It is recommended that the remuneration of the general director (managing organization, manager) and members of the collegiate executive body correspond to their qualifications and take into account their real contribution to the results of the company's activities.

5. The practice of corporate conduct should ensure the timely disclosure of complete and reliable information about the company, including its financial position, economic indicators, ownership and management structure in order to ensure the possibility of making informed decisions by the company's shareholders and investors.

5.1. Shareholders should have equal opportunity to access the same information.

5.2. The information policy of the company should ensure the possibility of free and easy access to information about the company.

5.3. Shareholders should be able to receive complete and reliable information, including on the financial position of the company, the results of its activities, on the management of the company, on the major shareholders of the company, as well as on significant facts affecting its financial and economic activities.

5.4. The company must exercise control over the use of confidential and insider information.

6. The practice of corporate conduct should take into account the rights of interested parties, including the company's employees, provided for by law, and encourage the active cooperation of the company and interested parties in order to increase the company's assets, the value of shares and other valuable papers society, creating new jobs.

6.1. To ensure the effective operation of the company, its executive bodies must take into account the interests of third parties, including the company's creditors, the state and municipalities on whose territory the company or its structural subdivisions are located.

6.2. The management bodies of the company must promote the interest of the employees of the company in effective work society.

7. The practice of corporate conduct should ensure effective control over the financial and economic activities of the company in order to protect the rights and legitimate interests of shareholders.

7.1. It is recommended that a society create an effectively functioning system of daily control over its financial and economic activities. To this end, it is recommended that the activities of the company be carried out on the basis of a financial and economic plan annually approved by the board of directors of the company.

7.2. The company is recommended to delimit the competence of the bodies and persons involved in the development, approval, application and evaluation of the internal control system included in the system of control over its financial and economic activities.

It is recommended to entrust the development of internal control procedures to the internal control service (hereinafter referred to as the control and audit service), independent of the executive bodies of the company, and the approval of internal control procedures - to the board of directors of the company.

the audit committee evaluates candidates for the company's auditors;

the conclusion of the audit organization (auditor) of the company before submitting it for approval by the general meeting of shareholders is submitted for evaluation to the audit committee.

2. Forms of reorganization of a joint stock company

A joint-stock company (JSC) is a company whose authorized capital is divided into a certain number of shares. Shares certify the obligations of the company's participants (shareholders) in relation to the company, and their value limits the risk of possible losses to shareholders (Article 96 of the Civil Code of the Russian Federation).

The main regulations governing the activities of joint-stock companies are the Civil Code of the Russian Federation and the Federal Law "On joint-stock companies".

Reorganization - a change in the legal form of an enterprise with the transfer of rights and obligations from one legal entity to another by way of succession.

Along with other tasks, reorganization may be carried out in order to resolve a corporate conflict or prevent its threat.

For example, the transformation of a joint-stock company into a limited liability company makes it impossible for an external investor or one of the shareholders to establish control over the enterprise. Consolidation and affiliation make it possible to increase the capital and the number of shareholders of the enterprise, and thereby make it difficult and lead to an increase in the cost of buying up its controlling stake. Separation is an extreme way to resolve the conflict between the warring shareholders in an environment where all other options have failed. And so on.

At the same time, the reorganization is a long and difficult undertaking to implement. Reorganization can be carried out in the following forms.

Reorganization of joint-stock companies by merger.

The merger of companies is the emergence of a new company by transferring to it all the rights and obligations of two or more companies with the termination of the latter. The rights and obligations of the latter are transferred to the newly emerged company in accordance with the deed of transfer.

In order to carry out the reorganization in the form of a merger, it is necessary to sequentially go through the following main stages:

Conclusion of a merger agreement by the companies participating in the merger.

Adoption of a decision by the general meeting of shareholders of each company participating in the merger on reorganization in the form of a merger, on the approval of the merger agreement and on the approval of the deed of transfer.

Approval of the Articles of Association and election of the board of directors of the newly emerging joint-stock company at a joint general meeting of shareholders of the companies participating in the merger.

State registration of a legal entity resulting from a merger.

State registration of the issue of securities placed during the merger and the report on the results of the issue of securities.

Reorganization of joint-stock companies by means of affiliation.

The merger of a company is the termination of one or more companies with the transfer of all rights and obligations to another company. At the same time, the rights and obligations of the affiliated in accordance with the deed of transfer pass to the latter.

The main stages of the procedure:

Conclusion of a merger agreement between the company being merged and the company to which the merger is being carried out.

Adoption of a decision by the general meeting of shareholders of the company being merged and the company to which the merger is being carried out, on reorganization in the form of merger, on the approval of the merger agreement and on the approval of the deed of transfer.

State registration of the issue of securities placed upon merger and a report on the results of the issue of securities.

Introducing amendments to the charter of the joint-stock company to which the merger was carried out, related to the increase in its authorized capital by the nominal value of the placed additional shares, an increase in the number of placed shares and a decrease in the number of declared shares of the respective categories (types). Except for cases of conversion of shares of the affiliated joint-stock company or exchange of shares of participants in the affiliated partnership or limited (additional) liability company, shares of members of the affiliated cooperative into shares acquired and (or) redeemed by the joint-stock company to which the merger is being carried out, and (or) received in the order of this joint-stock company

Reorganization of joint-stock companies by division.

The division of a company is the termination of a company with the transfer of all its rights and obligations to the companies being created. When a joint-stock company is divided, all its rights and obligations are transferred to two or more newly created companies in accordance with the separation balance sheet.

The main steps of the separation procedure:

Adoption of a decision by the general meeting of shareholders of a company being reorganized in the form of division on reorganization in the form of division, the procedure and conditions for this reorganization, on the creation of new companies and the procedure for converting shares of the company being reorganized into shares and (or) other securities of the companies being created.

Adoption by the general meeting of shareholders of each newly created company of decisions on the approval of its charter and the election of the board of directors (supervisory board).

State registration of legal entities resulting from the division.

State registration of the issue of securities by legal entities that have arisen as a result of reorganization in the form of division.

Reorganization of joint-stock companies by spin-off.

The separation of a company is the creation of one or several companies with the transfer of part of the rights and obligations of the reorganized company to them without terminating the latter. When one or more companies are spun off from a joint-stock company, a part of the rights and obligations of the reorganized joint-stock company in the form of separation is transferred to each of them in accordance with the separation balance sheet.

The main stages of the selection procedure:

Adoption of a decision by the general meeting of shareholders, reorganized in the form of a spin-off, on the procedure and conditions for the spin-off, on the creation of a new company, the possibility of converting the company's shares into shares and (or) other securities of the spin-off company and the procedure for such conversion, on approval of the separation balance sheet.

Adoption by the general meeting of shareholders of each newly created company of a decision on the approval of its charter and the election of the board of directors (supervisory board).

State registration of a legal entity that arose as a result of separation and introduction of appropriate changes to the constituent documents of the reorganized legal entity (joint stock company).

State registration of an issue of securities by a legal entity that has arisen as a result of reorganization in the form of a spin-off.

Reorganization of joint-stock companies through transformation.

The transformation of society is recognized as a change in its organizational and legal form. A joint-stock company has the right to be transformed only into a limited liability company or a production cooperative. When a joint-stock company is reorganized, all rights and obligations of the reorganized joint-stock company are transferred to the newly established legal entity in accordance with the deed of transfer.

The main stages of the conversion procedure:

Adoption of a decision by the general meeting of shareholders of the reorganized company on the transformation of the company, the procedure and conditions for the implementation of the transformation, on the procedure for exchanging shares of the company for contributions from participants in a limited liability company or shares of members of a production cooperative.

Decision-making by the participants of a new legal entity created during the transformation at their joint meeting on the approval of its constituent documents and the election (appointment) of management bodies.

State registration of a legal entity that has arisen as a result of transformation.

State registration of the issue of securities by a legal entity that has arisen as a result of reorganization in the form of transformation, if the issue of securities was carried out in the process of reorganization.

The reorganization is carried out within the framework of legislative acts:

Civil Code of the Russian Federation Articles 57, 58, 59, 60.

Law "On Joint Stock Companies" Articles 15, 16, 17, 18, 19, 20, as well as other articles relating to the protection of shareholders' rights.

Law "On State Registration of Legal Entities".

"Standards for the Issue of Shares and Registration of Securities Prospectuses" approved by the Decree of the Federal Commission for the Securities Market No. 03-30/ps dated 18.06.03;

Order of the Ministry of Finance of Russia dated May 20, 2003 No. 44n "On Approval of the Guidelines for the Formation of Accounting Statements in the Reorganization of Organizations."

Each form of reorganization has a specific set of requirements. It is contained in the above regulations. But there are also common points that are inherent in all types of reorganization.

Reorganization, as a rule, is carried out by decision of shareholders (voluntary reorganization). But the Civil Code of the Russian Federation also provides that reorganization in the form of separation or separation may be forced by a court decision. An example of a forced reorganization may be the case when commercial organizations engaged in entrepreneurial activities occupy a dominant position in the market and have committed at least 2 violations of the antimonopoly law. In this situation, the antimonopoly body has the right to decide on their forced separation or separation of one or more organizations from them on the basis of structural divisions. (Article 19 of the Law "On Competition and Restriction of Monopoly Activities in Commodity Markets").

When planning the reorganization, it must be remembered that this issue is included in the agenda of the general meeting only at the suggestion of the Board of Directors (unless otherwise provided in the charter). And shareholders who voted "against" on this issue, or who did not take part in the meeting, have the right to demand the repurchase of their shares by the joint-stock company at market value (determined with the involvement of an independent appraiser). At the same time, both owners of ordinary and preference shares take part in voting on the issue of reorganization, regardless of whether dividends were paid or not. (Clause 4, Article 32 of the Law "On Joint Stock Companies".

The reorganization is considered completed:

upon transformation - at the time of state registration of a legal entity of a new organizational and legal form;

upon merger - at the time of deletion from the register of legal entities of the last merging Company;

in case of division - at the moment of state registration of the last legal entity arising as a result of division.

During the reorganization, the rights of the Company's creditors are protected.

corporate behavior reorganization shareholder

Bibliography

1. the federal law"On joint-stock companies" dated 12/26/1995 No. 208-FZ (as amended on 07/19/2009).

2. Ganeev R.F. Reorganization of joint-stock companies / R.F. Ganeev. // Corporate management. - 2003. - No. 6. - P.22.

3. Gorodnova N.V. Corporate management of Russian companies: problems of efficiency / N.V.Gorodnova. - M.: Publishing House "Finance and Credit", 2009. - 198 p.

4. Grebenik V.V. Fundamentals of entrepreneurship. Training course / V.V. Grebenik, S.V. Shkodinsky. - M.: MIEMP, 2005. - 172 p.

5. Code of corporate conduct. Corporate Governance in Russia / Ed. I.V. Kostikova. - M.: CJSC "Publishing House" Economics ", 2003. - 275 p.

6. Corporate secretary in the system of corporate governance of the company: textbook.-pract. Benefit / under the total. ed. I.V. Belikova. - M.: Imperium Press, 2005. - 424 p.

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Fundamentals of corporate culture

5.1. Essence and main elementscorporate culture

The efficiency of the company's activity is determined by the following factors: the technical and organizational level of production, the qualifications of the staff, the level of motivation and remuneration, the presence of a development strategy. These mechanisms are usually regulated in various regulatory documents (technical data sheets, plans, programs, tariff system, etc.). At the same time, in the team of any corporation there is such a sphere of relations that is not amenable to formal regulation. These relations develop over a number of years according to unwritten rules under the influence of historical experience, the mentality of people, local customs and traditions, spiritual values and tastes.

In the management of enterprises, these relationships are manifested in the informal division of labor, the presence of informal leaders, established habits and traditions, as well as a special microclimate in the team. All of this area is united by the concept of "corporate (or organizational) culture".

The corporate (organizational) culture is based on the fundamental values shared by the members of the company. These values in different corporations can be different, including depending on whose interests underlie the activities of the company: the company itself as a whole or its individual members. The styles of leadership, behavior, communication, and activity follow from the above values.

A high level of corporate culture is an important strategic factor that mobilizes all structural units of the corporation and its individual employees to achieve the goals set within the declared mission of the company.

The most significant characteristics of corporate culture include:

awareness by the employee of his place in the company (group);
type of joint activity;
code of Conduct;
type of control;
culture of communication;
communication system;
Business Etiquette;
company traditions;
features of the interpretation of powers and responsibilities;
work ethic.

The decisive factor in the formation of a corporate culture is the philosophy of the company or, in other words, the principles followed by the company's management. These principles are formed in advertising materials, in the speeches of the founders of the company, information documents. The formation of such principles aims to create a certain image of the corporation in the eyes of its employees and in the external environment.

Corporate Image - this is a kind of medal, one side of which represents the internal image of the company, that is, walking in the minds of the members of the corporation, and the second - its external image, intended for partners, competitors, financial and credit organizations of the tax service, etc.

The main concern of the company's management is the external appearance of the organization, since the success of its activities in a competitive environment largely depends on this. This image is formed in the minds of individuals and organizations under the influence of contacts with the company, both directly with the employees of the company, and in the course of acquaintance with advertising, visits to exhibitions, presentations.

The image of the company can be formed spontaneously and purposefully. Often executives don't get around to keeping track of the emerging image of their company. All forces are given to the formation, mainly, of the production potential of the enterprise. In such cases, a spontaneous image is formed, which usually has both positive and negative features, which is why you can hear directly opposite opinions about the same company. Naturally, it is more correct to start work on the formation of the company's image simultaneously with the creation of the enterprise.

Thus, work on the image is subtle and complex, covering many processes and many people, but absolutely necessary if the corporation wants to gain a foothold in the market and have good prospects for further development.

Key elements of corporate culture Type joint activities- the nature of the interaction of workers within the framework of collective labor, the method of organizing such labor.

There are several types of joint activities (Table 5.1.1).

Table 5.1.1
Characteristics of individual types of joint activities

Type of joint activity	Main features
Individual	Minimal interaction between labor participants. Each performer has his own scope of work in accordance with the professional position. Personal communication is carried out mainly in an indirect form: through computer networks, telephone, teletype, etc. The only thing that is common is the object of labor, to the processing of which everyone contributes. High initiative, focus on individual achievements
Consistent	Sequential inclusion in the work of performers one after another in accordance with the specifics of the technological process and the qualifications of each. Interpersonal communication is expressed to a greater extent than with an individual type of joint activity. High technological discipline. Strict adherence to regulations
interacting	The participation of each employee in solving a common problem. The nature of the work of individual employees is determined by the head. The effectiveness of the overall work activity equally depends on the contribution of each member of the team. High orientation to the authority of the leader, collective goals, group morality
Creative	A special type of activity is joint creativity; each participant is equally the creator of something new, unique. The special activity of the participants, the flexibility of the group, the variability of its composition. Orientation to professional development. This type is especially typical for the fields of science and art.

Control type

The type of management characterizes how management decisions are made and implemented in the company. The type of management should correspond to the organizational (corporate) culture of the company and, first of all, to the peculiarities of the mentality of the staff. That is, it is impossible, for example, to manage a scientific team by the methods adopted in the army, just as it is impossible to manage a production enterprise by the methods of a theater director.

The main types of control are presented in Table. 5.1.2.

Table 5.1.2
Characteristics of the main types of control

Management Type Bureaucratic	Characteristic Decisions are made by the top manager. The main lever of influence on subordinates is orders, punishments (ie force). This type implies the presence of technologically and organizationally disciplined employees who unquestioningly carry out the orders of their superiors. Here the initiative is minimal.
Democratic	The main lever of governance is the law, democratic in its content, ensuring the interests of both the majority and the law-abiding minority.

Market	Decisions are made in accordance with the laws of the market, which is the measure of the effectiveness of these decisions. The main lever of influence on performers is money
collectivist	The main control lever is knowledge and competence. Active and equal participation of all highly professional performers in decision-making

The relationship between types of joint activities, types and control levers is shown below (Table 5.1.3).

Table 5.1.3
The relationship of types of joint activities, types and levers

management

Corporate standards

Corporate standards are part of the corporate culture and are rules that are accepted to be followed. In different companies, these rules may be different, but their average list is as follows:

relationships with colleagues (relationships between managers and subordinates, behavior in conflict situations, interchangeability rules, communication with the customer, the procedure for advanced training and training of a new employee);
relations with clients (greeting, negotiating, talking on the phone, settlements, behavior in a conflict situation, farewell);
workplace (decoration, maintenance of order, behavior in the workplace, its transfer to another performer);
relations with the external environment (protection of the interests of the company, preservation of trade secrets, ways of representing the company).

5.2. corporate behavior

The concept of corporate culture includes a very important aspect called corporate behavior and includes a variety of activities related to the management of business entities. The main principles of corporate behavior began to be formulated in the early 1990s. in the "codes of corporate conduct" adopted in countries with the most developed capital markets: England, the USA and Canada. These codes regulated the practice of corporate conduct, in particular, the issues of ensuring the interests of shareholders, the accountability of directors and the management of the company. Since then, many countries have issued codes of corporate conduct with relevant methodological recommendations.

A number of these codes contain rules that repeat the provisions of the legislation on companies and securities. At the same time, they contain principles and rules that are not legally binding. The legal status of these codes varies from country to country. Somewhere they are part of the mandatory conditions that a company must meet in order for its securities to be listed on the stock exchange. In other countries, the code is a document that is only advisory in nature and is not associated with any mandatory requirements.

Russia has developed a draft code of corporate conduct. This code does not replace the legislative and regulatory acts on joint-stock companies, but regulates those issues that lie outside the legislative sphere. These are questions of morality, ethical standards of behavior, rules business communication etc. The main provisions of the code are aimed at maintaining and developing normal, civilized relations between the company, its partners, shareholders and government authorities.

The norms of corporate conduct apply to business entities of all kinds, but they are most important for corporations. This is due to the fact that it is in corporations that the separation of ownership from management takes place, in connection with which conflicts between shareholders and the management of the company are possible.

The main purpose of corporate conduct standards is to protect the interests of shareholders, including minority ones. At the same time, the higher the degree of protection of shareholders' interests, the more significant investments the company can count on.

The draft code of corporate conduct developed in Russia includes the following principles:

1. Trust between participants in corporate relations is the basis for building intra-corporate relations

Relations between shareholders, members of the board of directors and executive bodies of the company must be based on mutual trust and respect. Mutual trust and respect between participants in corporate relations is possible provided that each of them conscientiously and without abuse exercises their rights, performs duties and is guided by the interests of the company and its shareholders.

A necessary condition for the trust of shareholders in the board of directors and executive bodies of the company is the establishment in the company of such a procedure for corporate behavior that ensures equal treatment of all shareholders of the company, openness in making corporate decisions and implies personal responsibility and accountability of members of the board of directors and executive bodies to the company and its shareholders, and in the case of members of the executive bodies, their responsibility and accountability to the board of directors of the company.

2. Ethical standards of corporate conduct
Ethical standards of doing business are the basis for the formation of corporate behavior policy.

In addition to following the current legislation and the rules of corporate conduct, Russian joint-stock companies must adhere to certain standards of business ethics in their daily business activities.

Integrity is not only a moral imperative, but also serves to protect society from risks, support long-term economic growth, and contribute to successful entrepreneurial activity.

Ethical standards, along with legislation and the best practice of corporate behavior, form the company's corporate behavior policy based on the interests of shareholders and management, which helps to strengthen the company's position and increase its profits.

Company officers must carry out their activities in good faith and reasonably with due care and diligence, avoiding conflicts with other officers and shareholders.

Members of the boards of directors of the executive bodies of the company, as well as employees of the company, must perform their professional functions in good faith and reasonably, with due care and diligence in the interests of the company and its shareholders, avoiding conflicts of interest. They must ensure that their activities are in full compliance not only with the requirements of the current legislation, but with the goals and spirit of the laws, ethical standards and generally accepted standards of conduct.

Decision-making by shareholders, members of the boards of directors and executive bodies of the company should be based on the principle of transparency and adequacy, since the market economy implies that business participants provide each other with reliable information in a timely manner and with respect for confidentiality standards. In the event of corporate conflicts, members of the boards of directors and executive bodies, as well as other employees of the companies, must find ways to resolve them through negotiations in order to ensure effective protection of both the rights of shareholders and the business reputation of the company.

3. Equal treatment of shareholders

Corporate conduct is based on equal treatment of shareholders, including minority and foreign shareholders. All shareholders should be able to obtain effective protection in case of violation of their rights.

Members of the board of directors and executive bodies are obliged to manage the company in the interests of all its shareholders. Among the most serious abuses of Russian joint-stock companies in the field of corporate behavior today, we should note the management of companies in the interests of large shareholders of the company while deliberately ignoring the rights and interests of minority shareholders.

4. Rights of shareholders

Shareholders must be provided with:

reliable and efficient methods of registering ownership of shares, as well as the possibility of free and quick alienation of their shares;
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;
the right to participate in the company's profits;
the right to regular and timely receipt of complete and reliable information about the company.

Important corporate decisions include those decisions that, in accordance with the Law "On Joint Stock Companies", require the approval of their shareholders, as well as any other decisions that lead to a significant change in the activities or financial position of the company.

One of the most widespread recent times abuse is an attempt by some Russian joint-stock companies to break up transactions into a number of interconnected, but smaller transactions in order to justify a narrow and formal interpretation of the requirement for shareholders to approve transactions of a certain scale.

Abuses in the field of accrual and payment of dividends by Russian joint-stock companies are widespread. The situation needs to be changed in order to ensure the basic right of shareholders to participate in the company's profits.

5. Management bodies of the company

The practice of corporate conduct should ensure that the members of the boards of directors and executive bodies of the company carry out conscientious activities with due responsibility and discretion, in compliance with the requirements of the law and invariably in the interests of the company and all its shareholders.

Members of the executive bodies, when managing the company, must follow the decisions of the board of directors and

its policies, avoiding conflicts of interest, and be accountable to members of the board of directors and shareholders of the company.

The remuneration of members of the executive bodies and the board of directors of the company should depend on the results of the company's activities.

Members of the board of directors and executive bodies of the company must be liable to the company for improper performance of their duties.

6. Company transactions

All transactions of the company must be carried out in good faith, in the interests of the company, take into account the interests of all its shareholders and aim at making a profit by the company, as well as increasing the value of the company's assets.

The procedure for making by the company transactions in which there is an interest must ensure the interests of all shareholders.

Interested party transactions must be made on commercial terms, corresponding to transactions between persons not related to each other, and approved by non-interested shareholders, members of the board of directors of the company on the basis of full information on such interest provided prior to the conclusion of the transaction.

The procedure for reorganization and takeover of the company must ensure the interests of shareholders and the possibility for shareholders to exercise control over the actions of the company's management bodies in the process of reorganization and takeover.

7. Disclosure

The board of directors, executive bodies and officials of the company must provide shareholders and each other with complete and accurate information in a timely manner about the activities and financial position of the company, about the practice of corporate behavior that has developed in it, about the capital structure and major shareholders of the company, about issues submitted for approval by shareholders . They do not have the right to use confidential or other inequitable information about the company for their personal interests or in the interests of third parties and must take adequate measures to protect such information.

Joint stock companies must ensure that the level of information disclosure to shareholders and investors of the company is such that it will allow them to make informed decisions regarding the acquisition or disposal of shares and other securities of the company. Proper openness of joint-stock companies to the investment community helps to attract investment and increases the capitalization of the company. At the same time, the management bodies of the company must determine the boundaries of information disclosure, since the disclosure of certain information that is not subject to mandatory disclosure in accordance with the current legislation and internal documents of the company may not be in the interests of the company and shareholders.

A necessary condition for shareholders' confidence in the company, members of its executive bodies and the board of directors is an equal opportunity for all shareholders to receive reliable and complete information about the company's activities and its real financial position in a timely and efficient manner. When covering its activities, a company should not shy away from disclosing negative information about itself, as it is necessary for shareholders and potential investors to make an investment decision.

Information about the capital structure and major shareholders of the company is necessary for making informed decisions by shareholders and potential investors, as well as for identifying related party transactions. Such information should include information on agreements known to the public between major shareholders regarding the exercise of voting rights on their shares.

8. Continuous improvement of corporate behavior standards is the duty of every joint stock company

Russian joint-stock companies should develop and improve standards of corporate conduct that ensure compliance with current legislation, adherence to the rules of corporate conduct, as well as ethical standards for doing business.

In particular, companies must acquaint members of the board of directors, members of executive bodies, other officials and employees of the company with the rules of corporate conduct, as well as introduce an internal control system that ensures compliance of the company's activities with existing legislation. This creates the prerequisites for the implementation of the best practices of corporate behavior and corporate ethics.

5.3. Stages of corporate culture formation

Corporate culture, like any system, has its own life cycle, that is, it goes through all the stages from inception to liquidation (disappearance, replacement).

The birth of a corporate culture usually occurs with the emergence of a new economic organization, and in a certain sense, individual elements of this culture can challenge the ideas and moods that have been established in society. At this stage, either a passively condescending or a negative attitude towards the emerging culture prevails. Even universal condemnation and sanctions are possible. However, it is the new culture that is the basis for the formation of the prerequisites for the further development of society in general and economic relations in particular. Naturally, we are talking about such cultural innovations that lie in line with the laws of historical development.

Stabilization of corporate culture can be stated when this culture is followed by the vast majority, when it becomes an organic environment for the existence and development of society. Moreover, we are talking about both the everyday manifestation of this culture (clothes, leisure, etc.), and the spiritual component (worldview, preferences, motives, etc.).

History of corporate culture at the transition to the level of the classics. The main elements of culture are generalized, overgrown with myths and legends. This level becomes a springboard for the further development of society and culture in a broad sense. That is, the culture goes beyond the actual corporate culture and becomes an inter-corporate culture, and then the culture of business as a whole.

In conditions when the resources of one company are often not enough to implement projects, and management has to move to the level of inter-corporate culture, that is, promptly adjust the system of values, norms, forms of communication, etc. All this contributes to the development of the trend of transition from competition to partnership.

The next, higher stage in the development of corporate culture is, as already noted, the culture of business as a whole. The emergence of large integrated structures (in particular, holdings) entails the need to seek resources beyond the capabilities of even a few companies, and therefore the development of project management, the awareness of the need to form not just contractual relations, but also the integration of values and ideology. Business culture can be characterized as a tool for transforming management technologies into technologies for the systemic organization of a corporation's activities. Those companies that reach the level of business culture have the best conditions for their development, since:

contribute to the formation of new opportunities for business development;
form a new cultural environment that ensures the emergence of new needs of society in the development of additional types of business.

Naturally, companies at different levels of corporate culture development have different perspectives (Table 5.3.1).

Table 5.3.1
Perspectives of companies with different levels of corporate culture

	Company profile	Company outlook
Corporate culture	Developed attributes of corporate culture; focus on making a profit, gaining and maintaining positions in the market; patriotism, team spirit	In the absence of the ability to take into account the rapidly changing conditions of the macro environment, the company may become inefficient
Intercompany culture	Openness, willingness to change. The corporate culture of the company is tolerant of other cultures, their values, norms and attributes	Additional business opportunities, expansion of information resources, staff development, stable functioning of the company
Business culture	Readiness for social partnership; mutual enrichment of the company's corporate culture and social values	Developed values and needs form the prerequisites for the emergence of new areas of activity

Questions for self-examination

What are the main characteristics of corporate culture?
What characterizes the image of the company?
What are the main types of joint activities.
What are the differences between different types of management?
What do corporate standards cover?
What is the main content of the code of corporate conduct.
Stages of formation of corporate culture.
What are the prospects for companies with different levels of development of corporate culture?

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

The subsequent years of formation and development of corporate governance in various corporations and countries have led to the emergence of a large number of definitions of corporate governance, taking into account both the characteristics of specific corporations and the national differences of the country or region where the corporation operates. The unifying moment in the formation of the principles of corporate governance should be considered the adoption of the "Principles of Corporate Governance of the OECD" at the level of ministers of the countries - members of the Organization for Economic Cooperation and Development in May 1999. , which includes a complex of relations between the administration of the company, its board, shareholders and other interested parties. Corporate governance also defines the framework within which the objectives of the company are outlined, as well as the means of realizing these objectives and monitoring the results of the company's activities. Good corporate governance should create incentives for the board and management of the company to pursue goals that are in the interests of the company and shareholders, and also facilitate effective control, thereby pushing firms to use resources more efficiently.”

The most appropriate definition of corporate governance in Russia 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 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 are in power and 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 project "Corporate Governance in Russia" was successfully implemented.

The result of this cooperation was the first manual in Russia covering all aspects of domestic corporate governance practice. It includes examples of the implementation of corporate governance standards, guidance on the performance of directors and managers of their duties in the field of company management, a description of the operating procedures of governing bodies, as well as links to the Russian Code of Corporate Conduct and internationally recognized principles of corporate governance. The manual is aimed at directors, senior managers and shareholders of Russian companies striving to improve the system of corporate governance.

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

The Russian legislation on joint-stock companies was formed taking into account the mass principle of building corporations, therefore it is more based on the American principle of 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 obligations and be a plaintiff and defendant in court, moreover, according to Russian law, an open joint-stock company cannot exist otherwise than as a 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. shareholders of shares";
indefinite existence - a company is created without a time limit, unless otherwise provided by its charter;
free transfer of shares - shareholders open society may alienate their shares without the consent of other shareholders of this company;
centralized management of the corporation - despite the mandatory formation of the board of directors and executive bodies of the corporation, Russian legislation provides that "the supreme governing body of the company is the general meeting of shareholders."

It also assumes the obligation of the charter and clearly defined information about the corporation, the legal nature of the shares and ownership of the shares.

Before considering the modern foundations of Russian corporate law, let us briefly dwell on the history of Russian corporate law.

The pre-corporate period in the history of our country is associated with the search for "one's own way" in the economy, including in enterprise management. The first attempts to create normative acts on enterprise management are associated with the adoption of laws on the enterprise and the rights of labor collectives. The search for "one's own way" had a wide range: from the complete management of the enterprise from the center to granting it complete autonomy, up to the election of the heads of the enterprise by the labor collective. They ended with a return to the old "capitalist" way of organizing industry - a joint-stock company and, if political labels are removed, to a method developed by the world experience of human civilization, which allows the best way combine the interests of the state, owners, managers and workers.

The Soviet period conditionally consists of two stages. "Union", which began with the adoption of the Decree of the Council of Ministers of the USSR of June 19, 1990 No. 590 "On Approval of the Regulations on Joint-Stock Companies and Limited Liability Companies and the Regulations on Securities", it was during this period that joint-stock companies were also transformed Production Association "KamAZ", Agro-Industrial Bank and the Bank for Housing and Communal Services and Social Development.

The second stage is the period Soviet Russia» began on October 24, 1990 with the adoption of a law on the operation of acts Soviet Union on Russian territory. At that time, Resolution of the Council of Ministers of the USSR No. 601 dated December 25, 1990 on the approval of the “I 1st Regulations on Joint Stock Companies”, Law of the RSFSR No. 445-1 dated December 25, 1990 “On Enterprises and Entrepreneurial Activities” and the USSR Law March 6, 1990 No. 1305-1 "On Property in the USSR". Due to the historical limitations of the time of the Soviet period and the rigid centralization of enterprises, the lack of free capital, the formation of joint-stock companies (was massive, 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 office 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”, the Decree of the Government of the RSFSR 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. It is with the decrees of the President of the Russian Federation that the beginning of the practical privatization and corporatization of state enterprises, which make up the majority of enterprises in Russia, is connected. The most important is the Decree of the President of the Russian Federation of July 1, 1992 No. 721 "On the commercialization of state 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 by the President of the Russian Federation people's deputies and taking over all the functions of the legislature. 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. In fairness, we note that in the first privatization program (1992), the main goal was the formation of a layer of private owners, and in subsequent versions of the program, the increase in the efficiency of the Russian economy as a whole and individual enterprises comes 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 through the willful actions of the executive branch, have created the prerequisites for a new stage in the development of corporate law based on the law.

Period 1991-1993 was a period of fundamental transformations of economic relations in Russia: to replace the dominant one for more than 70 years state form property came new - corporate. The formation of a new form of ownership took place in difficult political and economic conditions. The struggle for political power is inseparable from the struggle for economic power, and the primary cell in the economy is the corporation. Throughout these 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 failed to fine-tune the legal mechanism for protecting its property, the lack of clear legal rules in both the economic and political life of society led to the insolubility of conflicts by legal means.

Further development of corporate law is inseparable from the general legislative process and changes in the competence of the highest authorities. The civil period began on January 1, 1996 with the adoption of the 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 is effective from January 1, 1995). In April 1996, Federal Law No. 39-FZ of April 22, 1996 "On the Securities Market" was adopted.

The bulk of CW consists of several participants

kov - their number can be from two persons to

several thousand and even millions. Except themselves

participants in most HOs there are also hired

employees, among which stand out: managerial

staff (often referred to as managers or

managers) and the workforce.

Activity

society will only be successful if it is effectively

all of the above persons will interact -

members of the HO, its managers and ordinary workers. So

Thus, issues of organization and management are very

important for HO.

HO are entrepreneurial corporations,

which have certain fundamental

principles of construction and management that have developed over the centuries

and allowing these organizations to effectively

function.

Business corporation management

based on the following principles:

1) The subordination of the minority to the majority.

it main principle building any

corporate system. He makes a distinction between

classical civil contractual relations,

built on equality, autonomy and free

the will of the parties, and intra-corporate

relationships in which the decisive factor is not

the will of a particular participant, but the will of the majority. Especially

clearly this principle is manifested in the process

functioning of large corporations.

2) General management and control of participants

corporation for its activities.

Always acted in investment relations

the principle that the investor (person who has invested capital)

acquires sufficiently wide managerial or

control powers over a person, activity

which is invested; often the relationship between

investor and investee are characterized as

dependency relationship. (*one). In XO there are always several

participants - investors, which means the activities of the CW

governed by their joint (collective) will.

management of the corporation on the size (share) of its contribution to

corporation capital.

This is the principle of functioning of the entrepreneurial

mother corporations - participants carry out

management of society is not due to their outstanding

personal qualities - education, skills, experience, etc.,

but solely on the basis of their investments in capital

(**1) This principle is noted in almost all scientific papers, father-

domestic and foreign, dedicated to investment relations.

society - who a large amount invested capital, he

has more rights. (*one).

4) Centralization of control and differentiation

the competence of the bodies of the corporation (the highest body -

supervisory body - executive body).

Whether the corporation has bodies that perform

various functions, necessary for legitimate

expression by the corporation of its will (occurs through

decision-making by the bodies of the corporation);

representation of the corporation in foreign relations,

successful implementation of entrepreneurial

activities. Most of these functions are performed

executive body of the corporation, but its

activity is subordinated and controlled by the supreme body,

consisting of all members of the corporation. supreme body

exists to make key decisions regarding

corporation activities. (*2). Control functions

activities of the executive body are often assigned

to a special supervisory body, which can

be elected from the members or be independent

face. The presence of such organs creates a semblance of a system

checks and balances that allow corporations to successfully

function.

5) Ability to be involved in management

corporation of persons who are not its members.

As noted above, business participants

(**1) An interesting fact is that in pre-revolutionary Russia, the term often referred to not those persons who initiated the process

the creation of the company, and those of its participants who contributed the main share

capital, i.e. in the capital of society, and not in pro-

process of its organization.

(**2) Researchers noted the detachment in practice of higher

body from the management of the corporation. This is especially true for

large, consisting of several thousand or even millions of participants

kov corporations.

parent corporations often do not have the necessary

dimmable qualities for managing activities

the society they created. Their purpose may not be

exercising personal management of the company or otherwise

participation in its activities, but only in obtaining

a certain property benefit from their

investment, in other words, high dividends.

Therefore, quite often the executive bodies

corporations are formed not from among its members, but from

management specialists (persons in the professional,

on the basis of performing management functions). Such

approach allows for qualified

corporate governance, however, has its drawbacks.

ki - removal of members of the company from the board,

wide scope for abuse and mischief

conscientious behavior on the part of managers. Flaws

these are partially neutralized by controlling

functions of the supreme and auditing bodies of the corporation,

mechanism of property, administrative and

criminal liability of managers for violations

corporate legislation (in Ukraine such

mechanism has not yet been established.

Without respect for these principles, no

the corporation simply could not exist. Acceptance and

the implementation of any solutions would be difficult.

Organization of management and activities of the HO

carried out in accordance with the law

Ukraine and local (corporate) norms. On the

local level (within a specific CW) data

issues can be regulated by regulations:

constituent documents, as well as a number of

special internal acts. For example, an AO may have

adopted: Regulations on the General Meeting of Shareholders,

Rules for holding a general meeting. Regulations on

the register of shareholders of JSC, Regulations on the Board

joint-stock company. Regulations on the audit

commissions. Internal labor regulations for

JSC employees, Regulations on financial incentives

JSC employees, Regulations on the organization of reporting,

Privacy Statement and a range of

other corporate acts. Corporate acts can

taken by both the highest and the executive body

companies within their competence. In small XO's like

as a rule, such internal documents are not

are being developed - all issues are resolved in the charter or

founding agreement.

Corporate norms can exist not only

in sources such as corporate regulations, but

and in the form of corporate customs or business

habits. The difference between these two concepts

difficult to establish, since both custom and

business habits are norms of conduct

members, managers and employees of the corporation,

formed as a result of their long actual

applications and, as a rule, not fixed in

corporate regulations. For violation of corpo-

rative custom or routine of affairs (business

usages) may apply (but not necessarily)

appropriate sanctions. Examples of such rules

can be: immediate notification of participants in the CW

or his manager by any means (telephone, fax,

pager, etc.) about negative events related to

activities of the society; the custom of workers to wait

replacement after graduation work shift; detour

the head of his enterprise at the beginning of the working day;

appropriate appearance of personnel (for example, for

men - business suit and tie, short haircut; for

women - business suit, makeup, manicure, etc.). In

In many cases, violation of such customs leads to

negative consequences for the violator, up to

layoffs (for employees) or termination

business relations (for participants in the HO).

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