Basics of corporate culture. International Corporate Governance Norms

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1. Principles (norms) of corporate behavior

The end of the twentieth century was marked for Russia a period of denationalization of the economy, intensive development Organizational and legal forces of management, significant liberalization of public relations and as a result of this by expanding the field of theoretical and legal research. These transformations served as an objective reason for allocating relatively new group Social regulators - corporate standards.

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 relations that develop among members and participants in these organizations.

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

Corporate behavior is a concept that encompasses a variety of actions related to the management of economic societies.

Corporate behavior affects economic performance indicators of economic societies and their ability to attract 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 activities of the Company, including an increase in the value of the Company's assets, job creation and maintaining the financial stability and profitability of society.

Improving corporate behavior in the Russian Federation is the most important measure necessary to increase the inflow of investments in all branches of the Russian economy both from sources within the country and from foreign investors. One way of such improvement may be the introduction of certain standards established on the basis of the analysis of the best practices of corporate behavior.

The principles of corporate behavior are aimed at creating confidence in relations arising in connection with the management of society.

The principles of corporate behavior are the initial principles underlying the formation, functioning and improving the system of corporate management of societies.

The principles of corporate behavior set out in this chapter are the basis for the recommendations contained in the following chapters of this Code, as well as the main principles that should be guided 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 practices in the field of corporate behavior, as well as experience gained in Russia.

1. The practice of corporate behavior should provide shareholders real opportunity Implement your rights related to participation in society.

1.1. Shareholders must be ensured reliable and effective methods Accounting for ownership of shares, as well as the possibility of free and fast alienation of the shares belonging to them.

1.2. Shareholders have the right to participate in the management of the joint-stock company through decision-making on the most important issues of the Company's activities at the general meeting of shareholders. To implement this right, it is recommended to ensure that:

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

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

the place, the date and time of the General Assembly were determined in such a way that the shareholders would have a real and easy-to-participatory opportunity to participate in it;

rights of shareholders require the convening of a general meeting and to make proposals on the agenda of the meeting were not conjugate with unjustified difficulties in confirming the shareholders of the presence of these rights;

each shareholder had the opportunity to realize the right to vote the simplest and most convenient way for it.

Shareholders must be given the opportunity to participate in the Company's profits. To implement this right, it is recommended:

establish transparent and understandable shareholders mechanism for determining the size of dividends and their payments;

provide sufficient information to form an accurate presentation of the presence of conditions for dividend payments and the procedure for their payment;

eliminate the possibility of introducing shareholders to delusion regarding the financial position of the Company in the payment of dividends;

ensure such an order of dividend payment, which would not be conjugate with unjustified difficulties in obtaining them;

provide measures applied to the executive bodies in the event of an incomplete or late payment of announced dividends.

Shareholders are eligible for regular and timely receipt of full and reliable information about society. This right is realized by:

providing shareholders of comprehensive information on each issue of the agenda in the preparation of the General Meeting of Shareholders;

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

the introduction of the position of the Corporate Secretary (hereinafter - the Secretary of the Company), whose tasks include ensuring the access of shareholders to society information.

Shareholders should not abuse them of rights.

Shareholders are not allowed exclusively with the intention to harm to other shareholders or society, as well as other abuses of shareholders.

2. The practice of corporate behavior should ensure equal attitude to shareholders owning equal number shares of the same type (category). All shareholders should be able to receive effective protection In case of violation of their rights.

Confidence in society is very largely based on equal terms of society to equal shareholders. Equal shareholders for the purposes of this Code are considered to be shareholders who own the same number of shares of the same type (category). Compliance with this principle is provided:

establishing the procedure for conducting a general meeting that ensures a reasonable equal opportunity to all persons present at the meeting, express their opinion and ask questions that are interested in;

establishing the procedure for performing significant corporate actions that allows shareholders to obtain complete information on such actions and ensuring their rights;

prohibition to carry out operations using insider and confidential information;

election of members of the Board of Directors, members of the Board and general Director in accordance with the transparent procedure involving the provision of shareholders with full information about these faces;

providing board members, as a general director and other persons who can be recognized as interested in the transaction, information on such interest;

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

3. The practice of corporate behavior should ensure the exercise by the Board of Directors of Strategic Management of Society and effective control on its part of the activities of the Company's executive bodies, as well as accountability of members of the Board of Directors to its shareholders.

3.1. The Board of Directors determines the strategy for the development of society, and also ensures effective control over the financial and economic activities of the Company. To this end, the Board of Directors approves:

priority areas of the Company;

financial and economic plan;

procedures internal control.

3.2. The Board of Directors of the Company should ensure the most effective implementation of the functions assigned to the Board of Directors. This is recommended to:

members of the Board of Directors were elected through a transparent procedure that takes into account the diversity of the opinions of shareholders providing the compliance of the Board of Directors with the requirements of the legislation and allowing to elect independent members of the Board of Directors (hereinafter - 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 designed plan;

in full-time or in correspondence, depending on the importance of the issues under consideration.

the Strategic Planning Committee contributes to improving the efficiency of the Company's activities in the long term;

the audit committee ensures the control of the Board of Directors for the financial and economic activities of the Company;

the personnel and remuneration committee contributes to the management of qualified specialists to manage the Society and the creation of the necessary incentives for their successful work;

the Committee for the settlement of corporate conflicts contributes to the prevention and effective resolution of corporate conflicts.

The Board of Directors may also consider the establishment of other committees, including the Risk Management Committee, Ethics Committee.

3.4. The Board of Directors ensures the effective activities of the executive bodies of the Company and controls it.

was endowed with the right to suspend the authority of the Director General (Management Organization, Managing Company) of the Company;

determined the requirements for candidates for the post of Director General (Governor, Managing Company) and members of the Board of the Company;

approved the terms of contracts with the Director-General (managing organization, manager), members of the Management Board of the Company, including the conditions for remuneration and other payments.

4. The practice of corporate behavior should ensure the executive bodies of the Company the opportunity to reasonably, in good faith, solely in the interests of society to exercise the effective leadership of 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 executive bodies of the Company should ensure the most effective implementation of the functions assigned to the executive bodies. For this:

director General and members of the Board should be elected in accordance with the transparent procedure providing for shareholders with full information about these faces;

when making a decision on the transfer of powers of the sole executive body of the Management Organization (managing), shareholders should have full information about the management organization (managing), including information on the risks related to the authority of the management organization (manager), the substantiation of the need for such a transfer, confirmation of the availability of the management Organizations (managing) funds for compensation for losses to society in case of their occurrence of the fault of the Governor (Governor), as well as a draft agreement concluded with the Management Organization (Governor);

the Director-General and members of the Board should have enough time to perform responsibilities assigned to them.

4.4. It is recommended that the remuneration of the Director-General (Managing Organization, Manager) and the members of the Collegial Executive Authority corresponded to their qualifications and took into account their real contribution to the results of the Company's activities.

5. The practice of corporate behavior should ensure timely disclosure of full and reliable information about society, including its financial position, economic indicators, the structure of property and management in order to ensure the possibility of adopted solutions to the shareholders of the Company and Investors.

5.1. Shareholders must have equal opportunities to access the same information.

5.2. The information policy of society should provide the possibility of free and easy access to society information.

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

5.4. Society should be monitored by the use of confidential and insider information.

6. The practice of corporate behavior should take into account the laws of stakeholders envisaged by the legislation, including employees of the Company, and encourage the active cooperation of the Company and interested persons in order to increase the assets of society, the value of shares and other valuable papers societies, creating new jobs.

6.1. To ensure the effective activities of the Company, its executive bodies should take into account the interests of third parties, including the creditors of society, the states and municipalities in which society or its structural units are located.

6.2. Society Management Bodies should facilitate the interest of employees of the Company in efficient work societies.

7. The practice of corporate behavior 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. The company recommends creating an efficiently functioning system of daily control over its financial and economic activities. This is recommended that the Company's activities are 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 distinguish between the competence of the control system of organs and the development, approval, application and evaluation of the internal control system.

The development of internal control procedures is recommended to entrust the internal control service (hereinafter referred to as an Audit Service), independent of the executive bodies of the Company, and the approval of the internal control procedures - the Board of Directors of the Company.

the Audit Committee appreciates candidates for the Company's auditors;

the conclusion of the audit organization (auditor) of the Company to submit it for approval by the General Meeting of Shareholders seemed to evaluate the Audit Committee.

2. Forms of reorganization of the joint stock company

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

The main regulatory acts regulating the activities of joint-stock companies are the Civil Code of the Russian Federation and the Federal Law "On joint Stock Company".

Reorganization - a change in the organizational and legal form of an enterprise with the transition of rights and obligations from one legal entity another in order of succession.

Along with other tasks, reorganization can be carried out in order to permit corporate conflict or preventing its threat.

For example, the conversion of a joint stock company into a limited liability company makes it impossible to establish control over the enterprise from an external investor or one of the shareholders. Combining and accession allow you to increase the capital and the number of shareholders of the enterprise and thereby make it difficult and lead to the rise in the cost of buying its control package. The separation is an extreme way to resolve the conflict between the warring shareholders in conditions when all other success options have not brought. Etc.

At the same time, reorganization is a long and heavy event in implementing the event. Reorganization can be implemented in the following forms.

Reorganization of joint-stock companies by merging.

The merger of societies recognizes the emergence of a new society by transferring to him all the rights and responsibilities of two or several societies with the cessation of the latter. The rights and obligations of the latter are transferred to the newcomer society in accordance with the transfer act.

In order to reorganize in the form of mergers, you must consistently pass the following main steps:

Conclusion of a merger agreement with societies involved in the merger.

The decision-making of the general meeting of shareholders of each society participating in the merger on the reorganization in the form of mergers, on the approval of the merger agreement and approval of the transfer act.

Approval of the Charter and election of the Board of Directors of the newly emerging AO at a joint general meeting of shareholders of societies involved 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 issuance of securities.

Reorganization of joint-stock companies by accession.

The Company's accession recognizes the termination of one or several societies with the transfer of all rights and obligations to another society. The latter at the same time is transferred to the rights and obligations of attached in accordance with the transfer act.

The main stages of the procedure:

The conclusion of an agreement on the accession between the associated society and society to which accession is carried out.

The decision-making of the General Meeting of Shareholders of the Company and Society and the Company to which the accession is carried out on the reorganization in the form of joining, on the approval of the Treaty on the accession and approval of the transfer act.

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

Amendments to the Charter of the joint-stock company, to which the joining associated with an increase in its authorized capital On the nominal value of the placed additional shares, an increase in the number of posted shares and a decrease in the number of declared shares of the corresponding categories (types). Except for cases of conversion of shares of an attached joint-stock company or exchange of share of participants of the affiliated partnership or society with a limited (additional) responsibility, shares of members of the affiliated cooperative in stocks acquired and (or) redeemed by the joint-stock company to which accession is carried out, and (or) entering Order of this joint stock company

Reorganization of joint-stock companies by separation.

The separation of society recognizes the termination of society with the transfer of all its rights and obligations to the established societies. With the division of JSC, all its rights and duties go to two or several newly created societies in accordance with the separation balance.

The main stages of the separation procedure:

The decision-making of the general meeting of the shareholders of the reorganization in the form of separation of a society about the reorganization in the form of division, but on the conditions of this reorganization, on the establishment of new societies and the procedure for converting shares of the reorganized society in stocks and (or) other securities of the societies created.

Adoption by the General Meeting of Shareholders of each newly established company decisions on the approval of its charter and election of the Board of Directors (Supervisory Board).

State registration of legal entities resulting from separation.

State registration of the issue of securities by legal entities arising from the reorganization in the form of separation.

Reorganization of joint-stock companies by allocation.

The establishment of society recognizes the creation of one or several societies with the transfer of them part of the rights and obligations of the reorganized society without termination of the latter. When allocating from the composition of AO, one or several societies to each of them passes part of the rights and obligations of the reorganized in the form of allocating AO in accordance with the dividing balance.

The main stages of the selection procedure:

Deciding by the General Meeting of Shareholders, reorganized in the form of allocation, on the procedure and conditions for the allocation, on the establishment of a new society, the possibility of conversion of the Company's shares in stocks and (or) other securities of the Society allocated and the procedure for such conversion, on the approval of the separation balance.

Adoption by the General Meeting of Shareholders of each newly established company of the Society for the approval of its charter and election of the Board of Directors (Supervisory Board).

State registration of a legal entity arising from the allocation and introduction of relevant changes to the constituent documents of the reorganized legal entity (joint-stock company).

State registration of the issue of securities by a legal entity resulting from reorganization in the form of allocation.

Reorganization of joint-stock companies by conversion.

The conversion of society recognizes the change in its organizational and legal form. Joint-stock company is entitled to transform only a limited liability company or a production cooperative. When converting AO to the newly arising legal entity, all rights and obligations of the reorganized AO are transmitted in accordance with the transfer act.

The main stages of the transformation procedure:

Deciding by the General Meeting of Shareholders, Reorganized Society, On Transformation of Society, ORDERS AND ON CONDITIONS OF THE MANAGEMENT OF INFORMATION, ON THE ORDER OF ENTERATION ORGANIZATION OF THE SOCIALS TO INSTRUCTIONS OF PARTICIPANTS OF A LIMITED LIABILITY COMPANY or PAI members of the production cooperative.

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

State registration of a legal entity resulting from conversion.

State registration of the issue of securities by a legal entity resulting from the reorganization in the form of a transformation, if the reorganization process carried out the issuance of securities.

Reorganization is carried out within the framework of legislation:

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

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

Law "On State Registration of Legal Entities".

"Emissions of shares and registration of securities prospectuses" approved by Decree of FCCB of 18.06.03 No. 03-30 / PS;

Order of the Ministry of Finance of Russia of May 20, 2003 No. 44n "On approval of methodological instructions for the formation of accounting reporting in the implementation of the reorganization of organizations."

For each form of reorganization, a specific set of requirements. It is contained in the above regulatory acts. But there are also general moments that are inherent in all types of reorganization.

Reorganization is usually carried out by shareholders (voluntary reorganization). But the Civil Code also provides that the reorganization in the form of isolation or separation may be forced by the court decision. An example of forced reorganization may be the case when commercial organizations leading entrepreneurial activities occupy a dominant position in the market and made at least 2 violations of antitrust laws. In this situation, the antimonopoly authority has the right to decide on their forced separation or allocation of one or more organizations on the basis of structural divisions. (Article 19 of the Law "On Competition and Restriction of Monopolistic Activities in Commodity Markets").

When planning a reorganization, it is necessary to remember that this issue is included in the agenda of the General Meeting only on the proposal of the Board of Directors (if another is not provided in the charter). And from the shareholders who voted "against" on this issue, or who did not participate in the meeting, the right to purchase shares owned by the shareholder in market value (determined with the involvement of an independent appraiser) arise. At the same time, both owners of ordinary and preferred shares are involved in the voting on the issue of reorganization, regardless of whether dividends were paid or not. (paragraph 4 of Article.32 of the Law "On Joint-Stock Companies".

Reorganization is considered completed:

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

when connected - at the time of exclusion from the register of legal entities of the last associated society;

during separation - at the time of state registration of the last legal entity resulting from separation.

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

corporate behavior Reorganization Share

Bibliography

1. the federal law "On Joint-Stock Companies" dated December 26, 1995 No. 208-FZ (ed. From 19.07.2009).

2. Ganeev R.F. Reorganization of joint-stock companies / R.F. Ganeyev. // Corporate Management. - 2003. - №6. - p.22.

3. Gorodova N.V. Corporate governance of Russian companies: Problems of Efficiency / N.V. Rodnova. - M.: ID "Finance and Credit", 2009. - 198 p.

4. Grebenik V.V. Basics of entrepreneurship. Training course / V.V. Grebenik, S.V.Skodinsky. - M.: Miemp, 2005. - 172 p.

5. Code of corporate behavior. Corporate governance in Russia / under the general ed. I.V. Sostakova. - M.: CJSC "Economics Publishing House", 2003. - 275 p.

6. Corporate secretary in the company's corporate governance system: studies. Manual / under total. ed. I.V. Belikova. - M.: Imperium Press, 2005. - 424 p.

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Basics of corporate culture

5.1. Entity and main elementscorporate culture

The company's efficiency is determined by the following factors: the technical and organizational level of production, staff qualifications, motivation and wages, the presence of a development strategy. These mechanisms are usually governed in various regulatory documents (technical passports, plans, programs, the tariff system, etc.). At the same time, in the team of any corporation there is such a sector of relations, which is not amenable to formal regulation. These relations are developing for a number of years for unwritten rules under the influence of historical experience, mentality of people, locality of customs and traditions, spiritual values \u200b\u200band tastes.

In the management of enterprises, the named relations manifest themselves in the informal division of labor, the presence of informal leaders, established habits and traditions, as well as a special microclimate in the team. The entire sphere is combined with the concept of "corporate (or organizational) culture."

Corporate (organizational) culture is based on the fundamental values \u200b\u200bdivided by members of the company. These values \u200b\u200bin different corporations can be different and, among other things, whose interests are based on the company's activities: the company itself as a whole or its individual members. From the above values \u200b\u200barise the styles of leadership, behavior, communication, activity.

The high level of corporate culture is an important strategic factor that mobilizing all structural links of the corporation and its individual workers to achieve their goals within the company's extended mission.

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;
management type;
culture of communication;
communication system;
business Etiquette;
traditions of the company;
features of interpretation of authority and responsibility;
labor ethics.

The decisive factor in the formation of corporate culture is the company's philosophy or in other words, the principles that are followed by the Company's management. These principles are formed in promotional materials, in the speeches of the company's founders, information documents. The formation of such principles is aimed at creating in the eyes of their employees and in the external environment a certain image of the corporation.

Image of Corporation - this is a kind of medal, one side of which is an internal image of the company, that is, the marking in the mind of the Corporation members, and the second one exteriordesigned for partners, competitors, financial and credit institutions of the tax service, etc.

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

The company's image can be established spontaneously and purposefully. Often, managers "do not reach hands" before tracking the emerging image of their company. All the forces are given to the formation, mainly the production potential of the enterprise. In such cases, a natural image is consisted, which is usually both positive and negative features, which is why you can hear the opposite opinions about the same company. It is natural to start working on the formation of the company's image simultaneously with the creation of an enterprise.

Thus, work on the image is thin and complicated, covering many processes and many people, but absolutely necessary if the corporation wants to entrenched the market and have good prospects for further development.

Basic Elements of Corporate Culture Type joint activity - the nature of the interaction of employees in 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 its own amount of work in accordance with the professional position. Personal communication is carried out mainly in indirect form: through computer networks, telephone, teletype, etc. The general is only the subject of labor, in the processing of which everyone contributes to the contribution. High initiative, orientation for individual achievements
Consistent	The consistent inclusion in the work of one after another in accordance with the specifics of the technological process and the qualifications of each. Interpersonal communication is largely expressed than with the individual type of joint activity. High technological discipline. Clear compliance with standards
Interactive	Participation of each employee in solving a common task. The nature of the labor of individual workers is determined by the leader. The effectiveness of general labor activity equally depends on the contribution of each member of the team. High orientation on the authority of the leader, collective goals, group morality
Creative	Special type of activity - 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 for professional development. This type is especially characteristic of science and art.

Management type

The type of management characterizes how management decisions are accepted and implemented in the company. The type of management must comply with the organizational (corporate) culture of the company and first of all, the peculiarities of the personnel mentality. That is, it is impossible, for example, to manage the scientific team of methods adopted in the army, as well as it is impossible to lead the production enterprise using the methods of theatrical director.

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

Table 5.1.2
Characteristics of the main types of management

Control type bureaucratic	Characteristic Decisions are made by a higher leader. The main lever of impact on subordinates - orders, punishment (i.e. strength). The specified type assumes the presence of technologically and organizationally disciplined employees who are unquestioning orders of the authorities. Here is the initiative minimal
Democratic	The main lever of the Office is the law, democratic in its content, ensuring interests of both the majority and 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 impact on the performers - money
Collectivist	The main control lever - knowledge, competence. Active and equal participation of all highly professional performers in decision making

The following is the relationship of the types of joint activities, types and control levers (Table 5.1.3).

Table 5.1.3.
Interrelation of types of joint activities, types and levers

office

Corporate standards

Corporate standards are part of the corporate culture and are the rules that are accepted. In different companies, these rules may be different, but their averaged list comes down to the following:

relations with colleagues (relations of managers and subordinates, behavior in conflict situations, rules of interchangeability, communication in the customer, the procedure for improving the qualifications and training of a new employee);
relationships with customers (greeting, negotiating, talking on the phone, calculations, behavior in a conflict situation, farewell);
workplace (registration, maintenance of order, behavior in the workplace, transferring it to another performer);
relationships with an external environment (protecting the interests of the Company, the preservation of commercial secrets, ways of presenting the company).

5.2. Corporate behavior

The concept of corporate culture includes a very important aspect that called corporate behavior and includes a variety of actions related to the management of economic societies. The basic principles of corporate behavior became formulated in the early 1990s. In Corporate Conduct Codes, adopted in countries with the most developed capital markets: England, USA and Canada. These codes governed the practice of corporate behavior, in particular, issues of ensuring the interests of shareholders, accountability of directors and management of the company. Since then, in many countries, corporate behavior codes with relevant methodological recommendations have been published.

A number of these codes contains 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. Legal status of these codes in different countries of unequal. Somewhere they are part of the prerequisites that the companies must comply with that its securities are listing on the stock exchange. In other countries, the Code is a document that is only a recommendatory nature and not related to any mandatory requirements.

In Russia, a draft code of corporate behavior has been developed. This code does not replace legislative and regulatory acts on joint-stock companies, and regulates the issues that lie outside the legislative sphere. These are questions of morality, ethical behaviors, 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 governments.

Corporate behavior standards are applied to business entities of all types, but they are most important to corporations. This is due to the fact that it is in corporations that the Department of Property from Management is held, therefore conflicts between shareholders and the management of the company are possible.

The main goal of the norms of corporate behavior is to protect the interests of shareholders, including minoritarian. At the same time, the higher the degree of protection of the interests of shareholders, the company may count on more significant investments.

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

1. The trust between the participants of corporate relations is the basis for the construction of internal corporate relations

Relations between shareholders, members of the Board of Directors and the Company's executive bodies should be built on mutual trust and respect. Mutual trust and respect between participants in corporate relations are possible, provided that each of them conscientiously and without abuse implements its rights, performs responsibilities and is guided by the interests of society and its shareholders.

A prerequisite for the confidence of shareholders to the Board of Directors and the Executive Bodies of the Company is to establish such a corporate behavior in society, which ensures equal attitude to all shareholders of the Company, openness when making corporate decisions and implies personal responsibility and accountability of members of the Board of Directors and Executive Bodies to society 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 behavior
Ethical standards of entrepreneurial activity are the basis for the formation of corporate behavior policy.

In addition to the existing legislation and rules of corporate behavior, Russian joint-stock companies should adhere to certain standards of business ethics in the implementation of everyday entrepreneurship.

Following the business ethics is not only a moral imperative, but also performs the functions of protecting society from risks, supports long-term economic growth and contributes to the implementation of successful business activities.

Ethical standards, along with the legislation and best practices of corporate behavior, form a corporate behavior policy based on the interests of shareholders and leadership, which helps to strengthen the position of the Company and increase its profits.

Officials of society should carry out their activities in good faith and reasonable with due concern and diligence, avoiding conflicts with other officials and shareholders.

Members of the Board of Directors of the Company's executive bodies, as well as employees of society, must fulfill their professional functions in good faith and reasonable, with due concern and prudence in the interests of society and its shareholders, avoiding conflicts of interest. They should ensure full compliance with their activities not only by the requirements of the current legislation, but the goals and spirit of laws, ethical standards and generally accepted standards of behavior.

Decisions by shareholders, members of the Board of Directors and the Executive Bodies of the Company should be based on the principle of transparency and adequacy, since the market economy implies that entrepreneurial participants provide each other with reliable information in a timely manner and with respect for confidentiality norms. In the event of corporate conflicts, members of the Board of Directors and Executive Bodies, as well as other employees of societies, should find ways to solve them through negotiations in order to ensure efficient protection of both the rights of shareholders and the business reputation of society.

3. Equal attitude to shareholders

Corporate behavior is based on equal to 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 rout society in the interests of all its shareholders. Among the most serious abuse of Russian joint-stock companies in the field of corporate behavior, today it should be noted the management of societies in the interests of major shareholders of the Company with conscious ignoring the rights and interests of minority shareholders.

4. Rights of shareholders

Shareholders must be provided:

reliable and effective methods for the registration of ownership of shares, as well as the possibility of free and rapid exclusion of the shares belonging to them;
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;
right to participate in the profit of society;
the right to regular and timely receiving complete and reliable information about society.

Important corporate decisions include such decisions that, in accordance with the Law "On Joint-Stock Companies" require approval by shareholders, as well as any other decisions leading to a significant change in the activities or financial status of the Company.

One of the spreads lately Abuse is an attempt by some Russian joint-stock companies to break the concluded transactions into a number of interrelated, but smaller transactions on the scale of transactions in order to justify the narrow and formal interpretation of the approval of the shareholders of a certain scale transaction.

The abuses in the field of accrual and payment by Russian joint-stock companies dividends are common everywhere. The situation must be changed in order to ensure the basic right of shareholders to participate in the Company's profits.

5. Management authorities

The practice of corporate behavior should ensure that members of the Board of Directors and the Executive Body of Combating Society with good responsibility and prudence, in compliance with the requirements of legislation and consistently in the interests of society and all its shareholders.

Members of the executive bodies in the implementation of the Company's management should follow the decisions of the Board of Directors and

policy held by him, 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 should be responsible to society for improper performance of their duties.

6. Transactions of society

All transactions of society should be carried out in good faith, in the interests of society, take into account the interests of all its shareholders and to be obtained by the Company's profit, as well as an increase in the value of the Company's assets.

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

The transactions in which there is an interest should be committed on the commercial conditions that are relevant to transactions between persons who are not related to each other and approved by shareholders not interested in them, members of the Board of Directors of the Company on the basis of the fulfillment of the transaction of complete information on such interest.

The procedure for reorganization and acquisitions of society should ensure the interests of shareholders and the possibility of the implementation of the shareholders of control over the actions of the Company's management bodies in the process of reorganization and absorption.

7. Information disclosure

The Board of Directors, the executive bodies and officials of the Company must provide in a timely manner to shareholders and each other full and accurate information on the activities and financial status of the Company, about the practice of corporate behavior, on the structure of capital and major shareholders of the Company, on issues submitted for the approval of shareholders . They have no right to use in personal interests or in the interests of third parties confidential or other non-reward information about society and should take adequate measures to protect such information.

Joint-stock companies should ensure such a level of information disclosure to shareholders and investors of the Company, which will allow them to make decisions on the acquisition or alienation of shares and other securities of the Company. Proper openness of joint-stock societies before the investment community contributes to attracting investments and increases the capitalization of society. At the same time, the management bodies of the Company should determine the boundaries of information disclosure, as the disclosure of certain information that is not fulfilling the obligatory disclosure in accordance with the current legislation and internal documents of the Company may not be responsible for the interests of society and shareholders.

A prerequisite for the confidence of shareholders to society, members of its executive bodies and the Board of Directors is equal opportunity for all shareholders in a timely manner and promptly gain reliable and complete information on the activities of the Company and its real financial situation. When covering its activities, the Company should not shy away from the disclosure of negative information about himself, as it is necessary for shareholders and potential investors to make an investment decision.

Information on the structure of capital and major shareholders of the Company is necessary for adoption by shareholders and potential investors of balanced decisions, as well as to identify transactions with interest. Such information should include information on the Company's famous to the Company between major shareholders regarding the implementation of the rights of voting on the shares belonging to them.

8. Constant improvement of corporate behavior standards - the duty of each joint-stock company

Russian joint-stock companies must develop and improve the standards of corporate behavior, ensuring submission to current legislation, following the rules of corporate behavior, as well as ethical standards for the implementation of entrepreneurial activities.

In particular, societies must acquaint members of the Board of Directors, members of the executive bodies, other officials and employees of the Company with the rules of corporate behavior, as well as introduce an internal control system that ensures the compliance of the Company's activities to existing legislation. This creates prerequisites for the introduction of the best practices of corporate behavior and corporate ethics.

5.3. Stages of the formation of corporate culture

Corporate culture, like any system, has its own life cycleThat is, there are all stages from nucleation to liquidation (disappearance, replacement).

Number of corporate culture Usually occurs with the emergence of a new business organization and in a certain sense, individual elements of this culture may challenge the ideas and moods established in society. At this stage, an emerging culture prevails either passive-indulgent or negative attitude. Even universal condemnation and sanctions are possible. However, it is the new culture that is the basis for the formation of prerequisites for the further development of society as a whole and economic relations in particular. Naturally, we are talking about such cultural innovations that lie in line with the patterns of historical development.

Stabilization of corporate culture It may be stated when this culture adheres to the overwhelming majority when it becomes an organic medium of the existence and development of society. Moreover, we are talking about the domestic manifestation of this culture (clothes, leisure, etc.) and about the spiritual component (worldview, preference, motifs, etc.).

History of corporate culture When moving to the classic level. The main elements of culture are summarized, turn the myths and legends. This level becomes a springboard for the further development of society and culture in a broad sense. That is, culture is beyond the framework of the corporate actually and becomes an intercorporate culture, and then the culture of the business as a whole.

Under conditions, when the projects of resources of one company often lacks and the management has to go to the level of intercorporate culture, that is, to quickly adjust the system of values, norms, forms of communications, etc. All this contributes to the development of the trend of transition from competition to partnership.

The next, higher stage of the development of corporate culture is, as already noted, the culture of the business as a whole. The emergence of large integrated structures (in particular, holding) entails the need to seek resources outside the possibilities of even several companies, and consequently, the development of project management, awareness of the need to form not just contractual relations, but also integrating values, ideologies. Business culture can be described as a tool for transforming management technologies in the system of system organization of the corporation. Those companies that go to the level of business culture have the best conditions for their development, as:

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

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

Table 5.3.1
Prospects for companies with different levels of corporate culture

	Characteristics of the company	Perspectives companies
Corporate culture	Developed corporate culture attribute; Orientation for profit, conquest and retention of positions in the market; Patriotism, Commander Spirit	In the absence of ability to take into account rapidly changing conditions, the company can become ineffective
Intercorporate culture	Openness, willingness to change. Corporate culture of the company tolerant to other cultures, their values, standards and attributes	Additional business opportunities, expansion of information resources, personnel development, stable functioning of the company
Business culture	Willingness to social partnership; Mutual enrichment of the corporate culture of the company and public values	Developed values \u200b\u200band needs form prerequisites for the emergence of new activities

Questions for self-test

What are the main characteristics of corporate culture?
What is characterized by the company's image?
What are the main types of joint activities.
What is the difference between different types of management?
What covers corporate standards?
What is the main content of the corporate behavior code.
Stages of the formation of corporate culture.
What are the prospects for companies with different levels of corporate culture?

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

The following years of the formation and development of corporate governance in various corporations and countries led to the emergence of a large number of corporate governance definitions, taking into account both the features of specific corporations and the national differences between the country or the region of the corporation. 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 member countries of the Organization for Economic Cooperation and Development in May 1999, in joining the named document states: "One of the key elements of increasing economic efficiency is corporate governance comprising a complex of relations between the administration of the company, its board, shareholders and other interested parties. Corporate governance also determines the framework in which the company's tasks are scheduled, as well as means of implementing these tasks and control over the results of the company's activities. Proper corporate governance should create incentives to ensure that the Board and the Company's administration sought to achieve the goals of the Company's interests and shareholders, as well as facilitate effective control, thereby pushing the firms to more efficient resource use. "

The most appropriate to the conditions of Russia, the definition of corporate governance proposed American scientists and practitioners of Cele Paffer consultants and Daniel McCarthy: "Corporate governance is one of their terms that everyone understands in their own way, but at the same time everyone agrees that good corporate governance requires high-level managers' behavior , Members of the Board of Directors and Shareholders ... Corporate governance includes rules, policies, institutions, relations and behavior of all those who are in power in corporations and is responsible for them. "

In the period 2002-2005 In Russia, with the support of the International Financial Corporation and the Ministry of Commerce and the United States, the project "Corporate Governance in Russia" was successfully implemented with the participation of Russian companies and specialists.

The result of such cooperation was the first leadership in Russia, covering all aspects of the domestic practice of corporate governance. It includes examples of the implementation of corporate governance standards, guidelines for the execution of directors and managers of their duties in the field of management of companies, a description of the work of management bodies, as well as references to the Russian Corporate Conduct Code and the principles of corporate governance recognized by international practice. The manual is focused on directors, managers of the highest tep and shareholders of Russian companies seeking to improve the corporate governance system.

The formation of corporations in the Russian economy is the natural development of organizational and legal forces of management 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, so it is more reluctant to the US principle of building corporations and has the following features:
A legal entity - a joint-stock company is a legal entity and may acquire and implement property and non-property rights on his own behalf, to carry duties and be the plaintiff and the defendant in court, moreover, in the Russian law, an open joint-stock company cannot exist otherwise as in the form of a legal entity;
Limited liability - enshrined in 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 engivenly discussed by definition "responsibility within the cost of owned shareholders of shares ";
indefinite existence - society is created without limitation, unless otherwise established by its charter;
Free Transfer of Shares - Shareholders open Society can alienate the shares belonging to them without the consent of other shareholders of this company;
Centralized Corporation Management - Despite the obligation to form the board of directors and executive bodies of the Corporation, Russian legislation provides that the "Supreme State of the Company is a general meeting of shareholders."

The obligation of the charter and clearly definite information about the corporation is also assumed, the legal nature of shares and property are envisaged.

Before considering the current foundations of corporate Russian law, briefly focus on the history of Russian corporate law.

The pectorist period in the history of our country is associated with the search for a "path" in the economy, including in the management of enterprises. The first attempts to create regulatory acts on the management of the enterprise are related to the adoption of laws on the enterprise and the rights of labor collectives. The search for a "path" had a wide range: from the full management of the enterprise from the center to providing him with complete autonomy until the election of the company's managers by the employment team. They ended with the return to the old "capitalist" method of organizing industry - to joint-stock society and, if you remove political labels, to a method developed by the global experience of human civilization, allowing the best way Combine the interests of the state, owners, managers and workers.

The Soviet period is subject to two stages. "Soyuzny", which began with the adoption of the Resolution of the Council of Ministers of the USSR of June 19, 1990 No. 590 "On approval of the Regulation on Shareholder Companies and Limited Liability Societies and Provision on Securities", it was during this period that joint-stock companies were transformed. Production Association "KAMAZ", Agro-industrial Bank and Bank of Housing and Communal Services of Social Development.

Second stage - "Period Soviet Russia"Began on October 24, 1990 with the adoption of the law on acts of acts Soviet Union on Russian territory. At this time, the Resolution of the USSR Council of Ministers of December 25, 1990 was adopted on December 25, 1990. No. 601 approval of "I 1 of Joint-Stock Companies", the Law of the RSFSR of December 25, 1990 No. 445-1 "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 tough centralization of enterprises, the lack of free capital, the education of joint-stock companies (was massive, therefore, it was premature to talk about the development of corporate governance standards or the accumulation of practical participation in corporate governance.

The Soviet-presidential period began on April 24, 1991 and was associated with the introduction of the position of the president in Russia. During this period, the Law of the Russian Federation of November 19, 1992 was adopted No. 3929-1 "On the insolvency (bankruptcy) of the predients", the Resolution of the Government of the RSFSR of December 28, 1991 No. 78 "On the release and circulation of securities and stock exchanges". But during this period the rulemaking activities of the presidential power was manifested. It is with the decrees of the President of the Russian Federation that the beginning of the practical privatization and incorporation of state-owned enterprises that make up most enterprises in Russia is connected. The essential Decree of the President of the Russian Federation dated July 1, 1992 No. 721 "On the commercialization of state-owned enterprises", which marked the beginning of a truly widespread development of corporate relations.

The period of absolute presidential power began on September 21, 1993 with the dissolution of the President of the Russian Federation people's Deputies and making all the functions of legislative power. At this time, the privatization program was adopted, the execution of which in the following years served as a measure of transition to market relations. In fairness, we note that in the first privatization program (1992), the main goal was proclaimed the formation of a layer of private owners, and in subsequent versions of the program in the first place there is an increase in the efficiency of the Russian economy as a whole and individual enterprises. This period was completed by the adoption of the Constitution of the Russian Federation on December 12, 1993

The presidential period began on December 25, 1993 and is associated with the entry into force of the Constitution of the Russian Federation. This is a period of completion of mass privatization based on the Decrees of the President of the Russian Federation. The irreversible changes in the economy achieved through the volitional action of the executive power, created prerequisites for the new stage of the development of corporate law based on the law.

Period 1991-1993 There was a period of indigenous transformations of economic relations in Russia: to replace more than 70 years state form The 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 the power of an economic, and the primary cell in the economy is the corporation. During these years, we had the opportunity to observe the struggle for power across individual corporations, when the interests of the states, managers, shareholders and employees of corporations were confirmed. The state failed to debug the legal mechanism for the protection of his property, the lack of clear legal rules both in the economic and political life of the Company led to insolvency of conflicts with legal means.

Further development of corporate law is inseparable from the general lawmaking 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 entered into force (the first part of the Civil Code of the Russian Federation is valid from January 1, 1995). In April 1996, a federal law of April 22, 1996 was adopted No. 39-FZ "On the securities market".

The main mass of the Ho consists of several participants

cove - their number can be from two persons to

several thousand and even millions. In addition to themselves

participants in most Ho are also hired

employees, among which are allocated: Guidelines

personnel (often called managers or

managing) and labor collective.

Activity

societies only then will be successful if efficiently

all those listed above will be interacting -

participants Ho, his managers and ordinary workers. Thus

ways of organization and management are very

important for Ho.

Ho are entrepreneurial corporations,

for which certain fundamental fundamental

principles of construction and management, established by centuries

and allowing these organizations efficiently

function.

Management of entrepreneurial corporations

based on the following principles:

1) subordination of minority to the majority.

it chief Principle Building any

corporate system. He lays the differences between

classic civil contractual relations,

built on equality, autonomy and free

the will of the parties and internal corporate

relations in which not

the will of a particular participant, and the will of the majority. Special

brightly data principle is manifested in the process

functioning large corporations.

2) general leadership and control of participants

corporations for its activities.

Investment relations always acted

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

acquires quite wide management or

control powers regarding person activities

which is invested; Often relations between

investor and invested subject characterize as

relationship relationship. (*one). In ho always there are several

participants - investors, which means activity ho

regulated by their joint (collective) will.

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

capital Corporation.

This is the principle of functioning that is

matual corporations - participants carry out

management of society is not due to its outstanding

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

and solely on the basis of their investments in capital

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

commemunicable and foreign ones dedicated to investment relations.

societies - Who great amount capital invested, that

more rights has. (*one).

4) Centralization of Management and Disposal

competence of the corporation authorities (the highest body -

the control body is the executive body).

The presence of the corporation of organs performing

various functions are necessary for a legitimate

expressions of the corporation of their will (occur

adoption by solutions corporation);

representative offices of the corporation in external relations,

successful implementation of entrepreneurial

activities. Most of these functions are performed

the executive body of the Corporation, but his

activities are subordinate and controlled by the highest authority,

consisting of all participants in the corporation. Higher organ

exists for making basic decisions regarding

corporation activities. (* 2). Control functions for

the activities of the executive body are often assigned

on a special control body that can

be elected from participants or be independent

face. The presence of such bodies creates a similarity of the system

checks and counterweights allowing the corporation successfully

function.

5) the ability to attract to management

corporation of non-participating persons.

As noted above, participants

(** 1) Interesting is the fact that in the pre-revolutionary Russia, the term often indicated not those persons that initiated the process

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

capital, i.e. in the capital of the Company, and not in

cesse of his organization.

(** 2) researchers marked suspended in the practice of the highest

authority from the corporation management. In particular, this is characteristic of

large, consisting of several thousand or even millions of participants

corporation counters.

of the Matthew Corporation often possess

dima qualities for managing activities

created by their society. Their goal may not be

implementing personal management of society or other

participation in its activities, but only in obtaining

certain property benefits from their

investments, in other words, high dividends.

Therefore, quite often executive bodies

corporations are formed by the NA from among its participants, and from

specialists in management (persons on professional,

the basis of management functions). Such

the approach allows you to carry out a qualified

corporation management, however, has its lack of

ki - the removal of the participants of the Company from the Board,

ample opportunities for abuse and unfamiliar

conscientious behavior by governors. disadvantages

these are partially neutralized by controlling

functions of the highest and auditing bodies of the Corporation,

the mechanism of property, administrative and

criminal responsibility governing for violations

corporate legislation (in Ukraine such

the mechanism is not yet formed).

Without compliance with these principles none

corporation simply could not exist. Acceptance of I.

the embodiment of any solutions would be difficult.

Organization of management and activities ho

carried out in accordance with the norms of legislation

Ukraine and local (corporate) standards. On the

local level (within a specific Ho) data

questions can be regulated by regulatory acts:

constituent documents, as well as integer

special internal acts. For example, in JSC can be

adopted: Regulations on the General Meeting of Shareholders,

Regulations for the General Assembly. Regulation O.

joint Stock Company. Regulations on revision

commission. Internal labor regulations for

employees of JSC, Regulations on Material Promotion

employees of JSC, the Regulation on the organization of reporting,

Confidentiality Confidentiality and Aver Series

other corporate acts. Corporate acts can

accepted both higher and executive body

societies within their competence. In small ho, like

rule similar internal documents not

are being developed - all questions are solved in the Charter or

constituent contract.

Corporate rules may exist not only

in such sources as regulatory acts of the corporation, but

and in the form of corporate customs or business

customs. The difference between these two concepts

it is difficult to install enough because the custom and

business customs represent the norms of behavior

participants, managers and employees of the Corporation,

developed as a result of their long-term actual

applications and, as a rule, not recorded in

regulatory acts of the corporation. For violation of corpo-

rimatic custom or head of the order of affairs (business

customs) can be applied (but not necessary)

relevant sanctions. Examples of similar norms

may be: immediate notification of participants ho

or his manager in any way (phone, fax,

pager, etc.) on negative events related to

activities of society; Custom workers wait

changer after graduation working shift; Bypass

leader of his company at the beginning of the working day;

the corresponding appearance of the staff (for example, for

men - Business suit and tie, short haircut; for

women is a business suit, makeup, manicure, etc.). In

in many cases, the violation of such customs leads to

negative consequences for the violator, up to

dismissal (for hired personnel) or termination

business relationships (for HO participants).

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