Performance management system. Company performance management. Corporate personnel management

The system of key performance indicators (KPI system) is a set of interrelated individual numerical indicators formed on the basis of the company's development strategy. With their help, the effectiveness of its management is evaluated.

Consider the system of key performance indicators on the example of the management of Russian state-owned companies. It is customary to refer to state-owned companies in Russia:

• joint-stock companies with state participation, in the authorized capital of which the share of direct or indirect participation of the Russian Federation, a constituent entity of the Russian Federation in the aggregate exceeds 50%;
• limited liability companies with state participation, in the authorized capital of which the share of participation of the Russian Federation, a constituent entity of the Russian Federation in the aggregate exceeds 50%;
• state unitary enterprises;
• state corporations;
• other economic companies, in the authorized capital of which the share of participation of the Russian Federation, a constituent entity of the Russian Federation in the aggregate exceeds 50%.

According to the guidelines developed by the Federal Property Management Agency for state companies, the system of key performance indicators is formed by the company's management with its subsequent approval at a meeting of the Board of Directors. The target values ​​of the indicators are approved by the Board of Directors during the consideration of the company's annual report for a period of at least three years or for the period of development of the joint stock company's strategy.

The system of key performance indicators is designed to contribute to the solution of the following main tasks in the company:

• determination of performance indicators of the organization in accordance with the strategy of its development approved by the Board of Directors;
• monitoring the effectiveness of company management;
• analysis of the causes of deviations;
• adjustment of the company's development strategy and determination of measures to improve the efficiency of its management;
• formation of reliable reporting on the company's activities.

When developing a KPI system, they are guided by the following principles:

• transparency and measurability of KPIs;
• minimum sufficiency of KPI;
• providing a comprehensive description of the company's activities;
• availability of operational performance indicators and strategic indicators of the company's development;
• ensuring control of deviations from the established planned KPI values;
• consistency of KPI indicators;
• focus on the growth of financial and production results.

In the system of key performance indicators of the economic activity of companies, it is customary to distinguish two groups of indicators: financial indicators and a group of industry indicators. In the group of financial indicators, there are additionally allocated indicators for mandatory use and indicators submitted at the discretion of the Boards of Directors (Boards of Directors). For state-owned companies, it is recommended that the weight of mandatory indicators be at least 30% of the sum of the total weight of all indicators, and the total weight of financial indicators - 50-70%.

Corporate governance 239

Table 11.2. Financial and economic indicators for companies (excluding the financial sector)

Character indicators	Purpose	Index
Mandatory	For public companies		Not less than 10%
	For non-public companies		Not less than 10%
	For all companies	Return on Invested Capital (ROIC) Return on equity (ROE)	Not less than 10% Not less than 10%
For consideration/approval by the Board of Directors (BoD) (from 2 to 5)	For all companies	Dynamics of EBITDA to the previous year (growth)	At the discretion of the SD
	For all companies	EBITDA margin (growth compared to the average for the previous three years)	At the discretion of the SD
For consideration/approval by the Board of Directors (from 2 to 5)	For all companies	Dynamics of specific revenue (excluding irregular components) for the year per employee (growth compared to the previous year)	At the discretion of the SD
For consideration/approval by the Board of Directors (from 2 to 5)	For all companies	Reducing the cost of purchasing goods (works, services) per unit of output	At the discretion of the SD
For consideration/approval by the Board of Directors (from 2 to 5)	For all companies	Selected at the discretion of the Board	At the discretion of the SD

Table 11.3. Financial and economic indicators for companies in the financial sector

Character indicators	Purpose	Index
Mandatory	For public companies	Prior Year Shareholder Return on Investment (TSR)	Not less than 10%
	For non-public companies	Amount of dividends (dynamics in comparison with the average size for the last three years)	Not less than 10%
	For all companies	Return on invested capital (ROIC) Return on equity (ROE)	Not less than 10% Not less than 10%
For consideration/approval by the Board of Directors (from 2 to 5)	For all companies	Growth of loans compared to the previous year (positive dynamics)	At the discretion of the SD
For consideration/approval by the Board of Directors (from 2 to 5)	For all companies	Growth in customer funds on accounts (including deposits) (positive dynamics)	At the discretion of the SD
For consideration/approval by the Board of Directors (from 2 to 5)	For all companies	Margin growth (difference between the rate of raising funds and the rate on issuing loans to the previous year)	At the discretion of the SD
For consideration/approval by the Board of Directors (from 2 to 5)	For all companies	Growth in commission income compared to the previous year	At the discretion of the SD
For consideration/approval by the Board of Directors (from 2 to 5)	For all companies	Selected at the discretion of the Board	At the discretion of the SD

11. Strategic corporate governance Table 11.4. Formulas for calculating financial indicators

Index	Calculation formula
	Profit (loss) before tax + (Interest payable + + Depreciation of fixed assets and intangible assets)
	Overdue debt over 90 days / Loan portfolio Overdue (non-performing, dysfunctional) loan
	(Net income/Average annual share capital) x 100%
	(Share price at the end of the period - Share price at the beginning of the period + Dividends paid in the current period) / Share price at the beginning of the period) x 100%
	Operating expenses / Gross income
	Net operating income after taxes/ Capital invested
	Total amount of overdue debt

When developing regulations on bonuses for the management of companies, it is recommended to use the bonus deduction indicators given in Table. 11.5.

Table 11.5. Indicators used for de-bonding the company's management

The weight of the indicators, their numerical values, as well as the amount of the bonus deduction are established by decisions of the Board of Directors of the company.

To assess the performance of the company as a whole, an integrated performance indicator should be used, which is calculated as a weighted sum of the results of the KPI implementation in the planning period:

where W- the weight of the indicator, provided that W, + W 2 + ... Wn- 1.

The group of sectoral indicators for companies includes indicators that take into account their specifics of activity, government policy in relation to a particular company and the industry as a whole, the provisions of existing programs, as well as decisions of the federal executive authorities in charge of the company. Industry indicators should not be more than four. Prior to approval by the Board of Directors, sectoral KPIs must be reviewed and approved by the federal executive body.

The composition of sectoral KPIs should be formed from indicators of the effectiveness of production, marketing, innovation, personnel management, anti-crisis management, etc. that are relevant to society. The list of sectoral indicators is very wide. For example, let's show one of them - an indicator used to assess the effectiveness of society's innovative activities. It can be the coefficient of efficiency of scientific and innovative activity:

where E fact - the actual economic efficiency of the results of planned scientific and innovative activities; Epl - planned economic efficiency of scientific and innovative activities.

As criteria for calculating this indicator, the following can be used:

The effectiveness of measures according to the long-term plan of scientific and innovative activities of the organization;

• - the effectiveness of measures to rationalize the economic activity of the company;
• - the effectiveness of activities for external scientific and methodological relations (conferences, symposiums, round tables, etc.).

For state unitary enterprises, financial key performance indicators differ in composition from the key performance indicators recommended by the Federal Property Management Agency for companies (LLCs and JSCs). Public unitary enterprises should be focused on the implementation of the following mandatory indicators.

• 1. The amount of proceeds from the sale of goods, works, services (net of VAT and other obligatory payments).
• 2. The amount of net profit.
• 3. The value of net assets.
• 4. The amount of profit to be transferred to the federal budget based on the results of the enterprise's activities for the previous year.

The composition of indicators, their values ​​and weight are established by the program of activities of the state unitary enterprise and approved in accordance with departmental affiliation by the federal executive body.

The composition of key performance indicators for each state corporation is developed separately. The basis for the selection of indicators are the goals dictated by the long-term development program (development strategy) of the state corporation.

The Government of the Russian Federation exercises control over the activities of state corporations. It is based on the following documents:

• annual report of a state corporation;
• the conclusion of the audit;
• Report on financial activities;
• conclusion of the audit committee.

For companies that are subsidiaries and (or) dependent in relation to state corporations, it is recommended to use the composition of key performance indicators established for LLCs and JSCs.

The Board of Directors conducts an analysis of the implementation of the IPC in joint-stock companies. Periodicity of the analysis - quarterly and according to the results of work for the year. Once a year, the Board of Directors must check the correctness of the KPI calculations. To check the correctness of the calculations, members of the audit commission and representatives of the internal and (or) external audit of the company are usually involved.

• See: Methodological recommendations on the use of key performance indicators by state corporations, state companies, state unitary enterprises, as well as business entities, in the authorized capital of which the share of participation of the Russian Federation, a constituent entity of the Russian Federation, in the aggregate exceeds fifty percent. Moscow: Federal Property Management Agency, 2013.

Corporate governance is still a mystery to many. No one will give you an exact definition of this concept, but experts can talk about its importance for hours.

Corporate governance is a system of accountability to shareholders of persons who are entrusted with the current management of the company.

Corporate governance is a way of managing a company that ensures a fair and equitable distribution of performance results among all shareholders, as well as other interested parties.

Corporate governance is a set of measures and rules that help shareholders control the company's management and influence management in order to maximize profits and enterprise value.

Corporate governance is a system of relationships between company managers and their owners on issues of ensuring the efficiency of the company's activities and protecting the interests of owners, as well as others. interested parties.

The essence of corporate governance is to give shareholders the opportunity to effectively control and monitor the activities of management and thereby help increase the capitalization of the company. This control includes both internal management procedures and external legal and regulatory mechanisms. Shareholders want to know exactly what responsibility the top executives of the company have to them for the results achieved. Investors want to understand whether they will have a real opportunity to influence important decisions.

The problem of corporate governance arose with the emergence of large corporations at the turn of the 19th-20th centuries, when the process of division of property rights and management of this property began to take place.

Prior to this, the Rockefellers and Morgans were the absolute owners of enterprises and held both executive and control functions in their hands.

In the early 1930s, the owners began to expand their areas of activity, and they had to transfer executive functions to other persons. Hired top-level executives were entrusted with the right to make decisions not only on current, but also on strategic issues. As soon as this happened, the conflict of interests of managers and shareholders became obvious. Shareholders needed capitalization growth, while top managers needed solid status, high salaries and bonuses. The history of corporate governance is the history of the opposition of interests of these main parties.

Playing on the differences between the interests of shareholders, top managers have concentrated control over the corporation in their hands. The first stage in the history of corporate governance - the concentration in one hands of the right to own and manage it - ended there. The second stage has begun - a corporate system with strong management and a weak owner. Managers have reduced the role of shareholders to a minimum, becoming virtually absolute owners of enterprises.

Corporate governance system

The corporate governance system is the principles and rules of relationships between owners, managers and other stakeholders of business entities.

The main elements of corporate governance include:

Openness or disclosure of information;
- composition and functions of the Board of Directors and the Audit Commission;
- Interaction with external and internal auditors.

The principles of corporate governance can be set out in the rules of the bodies regulating the activities of an economic entity, in the standards of self-regulatory organizations, and in the corporate governance code. The last document is the most common, since each organization can develop it for itself.

The Corporate Governance Code is a set of principles and rules on the main elements of the corporate governance system. The countries with the most developed principles of corporate governance are the United States, Great Britain, France and South Africa.

The concept of internal control is constantly evolving. There are many definitions of internal control, but a clear definition of the goals and objectives of control is more important than the definition of control itself.

At the beginning of the XX century. internal control was understood as a set of separation of powers, staff rotation, use of account analysis; in the middle - organizing and coordinating actions aimed at ensuring the safety of assets, checking the reliability of accounting information, improving the efficiency of operations, following the prescribed policies and procedures of the enterprise; at the end of XX - beginning of XXI century. - assessment of the company's activities as a whole, identification and analysis of risks and methods for their reduction.

From the point of view of the formation of reliable financial (accounting) statements, internal control is understood as the structure, policy, plans and procedures to ensure the safety of the company's assets and the reliability of accounting records, giving sufficient confidence that:

Business operations are authorized (sanctioned) by managers of the appropriate level;
- business transactions are reflected in the reporting in a timely and accurate manner in accordance with accounting standards;
- access to: the assets of the enterprise is given only on the basis of the appropriate authorization (permission);
- the physical presence of assets is periodically checked against accounting records.

Thus, internal control, on the one hand, is a process aimed at achieving the goals and objectives of the organization, and on the other hand, the result of managing planning, organizing and monitoring the activities of the enterprise as a whole and individual processes within it.

Speaking of internal control, it is important to be aware of:

Internal control is only useful if it is aimed at achieving specific goals;
- before evaluating the results of control, it is necessary to understand what goals it was aimed at;
Too much control can be just as bad for an enterprise as not having it.

The goals of control coincide with its results, first of all, these are:

Reliability and completeness of information;
- compliance with the policy, plans of the organization and current legislation;
- ensuring the safety of assets;
- economical and efficient use of resources;
- Achievement of the organization's goals and objectives.

Company corporate governance

In the theory of corporate governance, social (socially significant) principles, principles of system theories and specific principles of corporate governance are distinguished.

Yu.B. Vinslav offers his own classification of the social principles of corporate governance.

The main ones are the following:

1. The principle of methodological and informational cooperation between leading national corporations and authorities in the process of developing documents.
2. The principle of certainty, regulation and stability of the composition of functions and methods of regulation big business.
3. The principle of reasonable openness of big business to the authorities and society, objectivity and completeness of informing the general public about the results, priorities and values ​​of leading corporate associations.
4. The principle of recognizing the existence of zones of "mutual non-intervention", i.e. non-interference of big business in matters related to the direct prerogative of the authorities and vice versa.
5. The principle of responsibility of the heads of corporate structures to society and the state for the state of controlled areas of the economy.
6. The principle of functioning of the institution of independence and qualified state and public expertise on the problems of forming investment programs of leading corporations.

The system methodology makes it possible to formulate the basic principles for the implementation of the fourth postulate of corporate governance.

The principles of systems theories are:

The principle of a holistic approach to the organization and management of a corporate entity;
- the principle of ensuring a synergistic effect;
- the principle of effective relations with the external environment.

The principles of management summarize the known laws and patterns derived from practical experience.

The specific principles of corporate governance are based mainly on the experience of organizing the activities of corporate business entities in foreign countries with a developed market economy, as well as on the accumulated domestic experience:

1) The principle of coordination of actions between the levels of corporate governance. This principle involves the creation of a mechanism for effective interaction between business areas in the portfolio, which operates through coordinated management operations and procedures.
2) The principle of organizing effective corporate portfolio management provides for the creation of a management mechanism for the implementation of the first principle.
3) The principle of constructive interaction between capital owners (shareholders) and management. The implementation of this principle is to establish an optimal balance between control over the work of management and non-interference in their activities by shareholders.
4) The principle of diversification. This principle presupposes diversification along the supplier-consumer chains and vice versa. The strategies used for this can be different.
5) The principle of stabilization of strategic correspondences implies the provision of rational management of a certain set of synergistic effects.
6) The principle of increasing the level of competitiveness. This principle focuses on the directed improvement of corporate management cycles.

In the very general view generally recognized international principles of corporate governance are as follows:

The structure of corporate governance should ensure the protection of the rights of shareholders, be the main method of preliminary settlement and resolution of emerging conflicts of interest;
- the corporate governance regime should ensure equal treatment of all groups of shareholders, including small and foreign shareholders, providing each of them with equally effective protection in case of violation of their rights;
- corporate governance should ensure compliance with the rights established by law stakeholders and encourage cooperation of all subjects of corporate governance in the development of the corporation;
- corporate governance should ensure the information transparency of the campaign, timely and complete disclosure of information on all significant issues of the financial and economic activities of the corporation;
- the structure of corporate governance should ensure the effective performance of their functions by managers, as well as the accountability of the company's management bodies and shareholders.

The considered theories and principles of corporate governance must pass the test of time, since the only criterion for their reliability is practice. It can be assumed that some of the listed principles will not stand the test of time and practice, some are transformed into other categories of management (methods, functions, goals).

In addition, the allocation of each principle is necessary from the point of view of theoretical study. AT practical activities they act indirectly as an integrated result, which is manifested in the final performance of the organization.

Corporate governance of organizations

According to the type of interaction with a person, organizations are divided into two groups:

Corporate organizations;
individualistic organizations.

A corporate organization is a closed group of people with limited access, maximum centralization and authoritarian leadership (not to be confused with a corporation as a subject of law - a legal entity).

An individualist organization is an open organization based on a free and voluntary association of individuals who carry out joint activities.

A corporation is a joint-stock company that is created to manage large-scale production.

A corporation is an organization or union of organizations created to protect the interests and privileges of its members and forming an independent legal entity.

Corporate law establishes for a corporation the right to act as a legal entity regardless of its owners. Ego is necessary in the presence of a huge number of shareholders. As a rule, a corporation consists of a parent company and subsidiaries that have different legal status and varying degrees of independence. This form of business integration is most common in countries with developed market economies. The economy of developed countries is based on the activities of large corporations, and the world market is the market of transnational corporations.

The corporation is created, firstly, with the aim of attracting capital for the implementation of large projects, and secondly, with the aim of a more even distribution of risk, which increases the potential for self-preservation.

Such corporate organizations as holding, consortium, conglomerate, cartel, syndicate, trust are widespread.

Holding (holding company) - a corporation or joint-stock company, is an organization that owns controlling stakes in other companies in order to exercise control and management functions in relation to them.

The holding is a specific managerial and financial core of modern corporations. According to the nature of the activity, holdings are divided into pure, mixed, or operational. Net holdings are limited to the performance of control and management functions; mixed, except for control and management, can take on entrepreneurial, trade, transport and other functions related to the development of the holding.

The most important advantage of the holding is the possibility of pursuing a unified production, technical, marketing, financial policy, protecting group interests. The holding can control a significant number of companies of different industries, the total capital of which is many times greater than the capital of the parent company (oil refining holding). The holding form of organization is technically convenient, as it allows you to manage a group of enterprises, their production policy, exercise control over prices, protecting the interests of the entire group, and not an individual enterprise.

Holding companies are widely used in natural monopoly industries, in industries with a high concentration of production, in industries with a common technological chain, such as oil production, oil refining; in industries related to public services: clothing, car repair, gas stations, etc. Financial and industrial groups can create their own holdings in order to control the activities of its constituent structures or reduce the risk of uncontrolled buying up of shares by commercial structures.

A concern is a set of organizations united by a production cycle. These can be associations of industrial firms, organizations of transport, trade, construction or banking. They have become widespread in industries related to the extraction and processing of minerals: for example, the former state concern for the production of non-ferrous and precious metals Norilsk Nickel (now a joint-stock company). There is another type of concern - an association of organizations that are not related to the main activity.

A consortium is a temporary association of enterprises created for the purpose of implementing large industrial, scientific, technical, construction or communication projects. The consortium may include enterprises and organizations of various forms of ownership, profile and size. Consortium members remain independent and may be members of any other voluntary associations. The consortiums create unified financial and material funds at the expense of participants' contributions, budgetary funds and bank loans. In the 50s. 20th century in Germany, consortiums in the field of capital construction. Consortiums are national and international. The creation of consortiums can be caused government requirements associated with the need to involve national companies in the execution of any order. In recent years, international consortiums have appeared, in which states act as participants.

Consortia (research) - an organizational form of cooperation between industrial firms and other organizations used in large-scale R&D, a temporary association for the implementation of large programs or projects. At the expense of share contributions of participants, funds for their implementation are formed.

Creating a consortium provides the following benefits:

The ability to carry out work that cannot be done independently;
cost sharing and risk reduction;
association with firms-participants of scarce human and material resources for research;
improving the technical level and competitiveness.

Research consortiums are created with the aim of organizing more effective forms of innovation: in one consortium, commercial and non-profit organizations, research institutes, design bureaus, research and development centers, venture firms, business incubators, innovation centers, engineering centers, etc.

A conglomerate is an association of dissimilar enterprises into a single company. The type of company is determined by the nature of its diversification. A conglomerate is an organizational form of association of enterprises that arises as a result of the merger of various firms, regardless of their horizontal or vertical ties. In other words, conglomerate diversification provides for the company's entry into areas of activity that are not directly related to the main no-menclature of production. The most important instrument of conglomerate diversification is the merger and acquisition of other companies. Conglomerates appeared during the period of increased diversification of production in the face of dynamic changes in market conditions, supply and demand. In the 60-70s. 20th century in the US, conglomerate mergers accounted for about 70% of all mergers. The management of many firms has succeeded on the basis of building conglomerates. For example, ITT has evolved from an obscure telephone company to a broadly differentiated conglomerate that includes telephone and space communications, consumer goods, hospitality, car rental, and insurance. Earnings per share increased to 15% per annum.

Conglomerates are characterized by decentralization of management. However, conglomerates that have a single financial control on the part of the holding are now common.

A cartel is a form of association, the participants of which conclude an agreement on the regulation of production volumes, the conditions for the sale of products, and the hiring of labor. Cartel members retain commercial and production independence. Violation of the agreement leads to fines.

International cartels enter into agreements on the division of markets, sources of raw materials, on the establishment of agreed prices (cartel prices). Recently, cartel agreements provide for patent agreements, agreements on the exchange of scientific and technical information, know-how, etc. A number of countries use the cartel as a form that can bring any industry out of the crisis.

A syndicate is an association of enterprises producing homogeneous products. It is created to control the marketing of products and the purchase of raw materials in order to obtain monopoly profits.

The enterprises included in the syndicate retain their production and legal independence, but at the same time lose their commercial independence. The sale of products by all participants in the syndicate is carried out through a single body - the sales office, this achieves a monopoly price. The sales office accepts the products of enterprises at prices set in advance by the syndicate. In addition, the syndicate can purchase raw materials at monopoly low prices, dictate prices on the market, carry out commodity dumping, etc.

Syndicates are usually created in the form of joint-stock companies. Along with individual enterprises, trusts and concerns may also be members of the syndicate. Syndicates enter into competition with firms that produce similar products. Relationships within the syndicate are also competitive in nature: the various divisions that make up the syndicate compete for orders and quotas, which often leads to its weakening and disintegration.

AT modern conditions When the system of antimonopoly instruments is in effect, the syndicate loses its importance, giving way to more complex and flexible forms of organization.

Entrepreneurs who are members of the trust become its shareholders, while their enterprises are subject to the unified management of the trust. Trusts are created for the purpose of powerful entry into the market. The goals of the enterprises included in the trust are subordinated to the main goal of the newly created association. The best organizational form of a trust is a combine.

Combine - an association of technologically interconnected enterprises in which the products of one organization serve as raw materials or semi-finished products for the production activities of another.

This form is widely used in the food and woodworking industries. For example, the Ostankino Dairy Plant includes not only processing plants, but also farms directly supplying milk.

Corporate Governance Models

The corporate governance system is the organizational model by which a corporation represents and protects the interests of its investors. This system can include everything from a board of directors to executive pay schemes and bankruptcy filing mechanisms. The type of model used depends on the structure of the corporation that exists within a market economy, and reflects the very fact of the separation of ownership and management functions of a modern corporation.

The corporate form of business is a relatively recent phenomenon, and it arose as a response to certain requirements of the time. In legal terms, a corporation is an organization of persons that, as an independent economic entity, has certain rights, privileges and obligations that differ from the rights, privileges and obligations inherent in each member of the corporation individually. The most attractive for investors are four characteristics of the corporate form of business: the independence of the corporation as a legal entity, the limited liability of individual investors, the ability to transfer shares owned by individual investors to others, and centralized management.

The first two characteristics draw a line that separates the responsibility of a corporation from the responsibility of its individual members: what belongs to a corporation may not belong to its members, and the responsibility that a corporation bears may not be the responsibility of its members. The liability of individual investors is limited to the amount of their contribution to the corporation; accordingly, their possible losses cannot be higher than their contribution. The spread of the corporate form of doing business allows investors to diversify the risk of investing: in order not to "put all their eggs in one basket", they can simultaneously participate in a number of corporations. Thanks to this, corporations receive significant financial resources necessary for the modern scale of the economy, and they can also take on risk, the level of which is not available to each individual investor separately.

The formation of market relations in Russia, the loss of stability in the financial and economic situation of many industrial enterprises necessitated the search for new forms of economic relations between enterprises that ensure a certain stationarity of economic processes. At the same time, the greatest activity in the search was shown, first of all, by large enterprises connected in a single technological chain. As in developed countries, one of the main ways to solve this problem was the creation of corporate associations.

The development of corporate forms, as a way to further improve the investment process, is due to their independence as legal entities, limited liability of individual investors, the possibility of transferring shares belonging to individual investors to other persons, as well as centralized management.

Since the degree of responsibility of individual investors in corporations is limited by the amount of their contribution, the possible losses cannot exceed this contribution, which allows investors to diversify the possible risks of investing by simultaneously participating in various companies. Thanks to this, corporations can receive significant financial resources necessary for the modern scale of the economy, and can also take on risk, the level of which is not available to each individual investor individually.

Such an investment model leads to a significant dispersion of the corporation's capital among various investors and, as a result, to the need to create an appropriate management system based on the separation of ownership and management functions.

Since, with a significant number of investors, all of them cannot participate in the management of the corporation, limited liability for the affairs of the corporation can be achieved only through the loss of part of the powers of investors to control its activities. Therefore, corporations usually transfer the right to manage the company's operations to managers, and shareholders of companies acting as investors delegate the right to make decisions on a number of aspects of the corporation's activities to directors and managers - with the exception of decisions of fundamental importance.

From a managerial point of view, a corporate organization can be represented as an open system, which receives various resources from the environment: information, capital, labor resources, materials, and so on. In the process of functioning, the corporation transforms these resources. The results of this transformation can be considered as the outputs of the given system. If the management organization is effective, then in the course of the transformation process, additional value is formed, profit appears, there is an increase in market share, sales, corporate growth, etc.

In each country, the corporate governance system has certain characteristics and constituent elements that distinguish it from the systems of other countries. At the moment, researchers identify three main models of corporate governance in countries with developed market economies. These are the Anglo-American model, the Japanese model and the German model.

The main features or elements of each model:

Key participants and founders of the corporation;
- shareholding structure in a specific model;
- the composition of the board of directors (or boards - in the German model);
- legislative framework;
- disclosure requirements for listed corporations;
- corporate actions requiring shareholder approval;
- the mechanism of interaction between key participants.

The three corporate governance models are complementary and none of them is universal. They potentially allow a combination of a number of elements. Their mutual combination contributes to the improvement of corporate activities.

Unlike the Anglo-American model, in the Japanese model, independent shareholders are practically unable to influence the affairs of the corporation. As a result, there are few truly independent shareholders, that is, directors representing independent (external) investors.

In the Japanese model, as in the German one, banks are key shareholders and develop strong ties with corporations due to the fact that they provide many different services and their interests intersect with those of the corporation. This is the main difference between these models and the Anglo-American, where such relationships are prohibited by antitrust laws. American and British corporations receive financial and other services from a variety of sources, including well-developed securities markets.

The German model of managing joint-stock companies differs significantly from the Anglo-American and Japanese models, although there are still some similarities with the Japanese model. There are three main features of the German model that distinguish it from other models.

This is the composition of the Board of Directors and the rights of shareholders:

First, it provides for a bicameral Council consisting of a Board (executive board) and a supervisory board.
Secondly, the size of the supervisory board is established by law and cannot be changed by the shareholders.
Thirdly, in Germany and other countries using the German model, restrictions on the rights of shareholders in terms of voting are legalized, i.e., the number of votes that a shareholder has at a meeting is limited and it may not coincide with the number of shares that this shareholder owns.

In Germany, corporations may have long-term investments in other unaffiliated corporations, i.e. corporations that do not belong to a specific group of related (commercially or industrially) corporations. This type is similar to the Japanese model, but is fundamentally different from the Anglo-American one, where neither banks nor corporations can be key institutional investors.

The inclusion of representatives of workers (employees) in the supervisory board is an additional difference between the German model and the Japanese and Anglo-American.

Corporate Finance Management

A commercial organization necessarily manages its own finances, which is reflected in the fact that it carries out one or another financial analysis, financial planning and pursues its chosen financial policy.

Financial analysis is an assessment of the effectiveness of the functioning of the company's capital. The main indicators of the overall performance of the company are its overall profitability and equity growth.

A more detailed financial analysis includes an analysis of the structure of capital, its turnover, analysis of production and distribution costs, etc.

Financial analysis is an integral part of the process of managing a company's finances, or its capital.

Financial analysis of a commercial organization is an assessment of the effectiveness of the functioning of its capital.

Financial analysis can be considered as the initial and a kind of final stages of the management process. This is due to the fact that before making any important decision under normal (usual) conditions, you must first analyze what is available. On the other hand, when a management decision has already been implemented, it is important to see what its results are in comparison with either the goal or the initial conditions.

The effect is a useful result, and in our case, first of all, the size of the profit received and the increase in the initial capital.

Efficiency is the ratio of the effect to some base (to costs, to the initial value of profit, etc.).

Performance evaluation is a comparison of performance indicators with the criteria adopted in the management process (goals, standards, reporting data, indicators of other organizations, etc.).

Like any analysis, financial analysis includes:

A general analysis of the work of a commercial organization is an analysis of the functioning of its capital as a whole;
structural analysis is an analysis of the functioning of individual parts of the capital of a commercial organization, both economic (fixed capital, working capital, etc.) and organizational (all kinds of structural parts of the company).

General financial analysis. Such an analysis is carried out on the basis of the company's financial statements - its balance sheet and appendices to it, in which, in particular, the sources of profit and its distribution are deciphered.

The composition of the company's liabilities and assets, the financial results of its activities, etc. are analyzed. If the balance sheet is drawn up without violations, then its analysis makes it possible to determine with a high degree of certainty whether the company is successfully operating in the market, or whether it has problems.

The main indicators used in this analysis are:

Profitability of a commercial organization;
growth of own capital of a commercial organization.

The profitability of a commercial organization is the ratio of its profit to the value of its capital. Profitability can also be called: profitability, profitability or rate of return.

General formula for calculating yield:

D \u003d P. 100%,
where q is the yield (usually as a percentage);
P - profit;
K is capital.

In financial analysis, depending on its specific goals, a large number of varieties of the rate of return are used, which differ in the composition of the numerator and denominator of the above formula. For example, gross profit, net profit, or even profit with the addition of other types of net income included in the costs (expenses) of the company can be used as profit. As capital, the value of all functioning capital, or only equity capital, or even some parts of the capital can be taken.

The increase in the equity of a commercial organization is the increase in equity capital over a period of time, usually a year. Capital gain in absolute terms is the difference between the value of equity at the end of the year and its value at the beginning of the year.

The increase in equity capital in relative terms is the ratio of its absolute increase to its initial value:

DK = K1 ~ K0 * 100%,
where DK - increase in own capital (in percent);
K1 - equity at the end of the year;
K0 - equity at the beginning of the year.

Structural financial analysis. The task of such an analysis is to analyze the performance of all components of the capital of a commercial organization.

Financial analysis includes, in particular, analysis of:

Capital structures: ratios between own and borrowed capital, fixed and working capital and etc.;
the efficiency of the individual parts of capital: their turnover (turnover period, turnover rate), returns, etc.;
the mobility of parts of capital, i.e., the possibility of their transformation into money;
costs of production and circulation of goods and services produced, etc.

Principles of Corporate Governance

The corporate governance system is based on a number of general principles. The most important are the following:

1. The principle of centralization of management, i.e., the concentration of strategic and most important decisions in one hand.

The advantages of centralization include: decision-making by those who have a good idea of ​​the work of the corporation as a whole, occupy high positions and have extensive knowledge and experience; elimination of duplication of work and the associated reduction in overall management expenses; ensuring a unified scientific and technical, production, marketing, personnel policy, etc.

The disadvantages of centralization are that decisions are made by persons with poor knowledge of specific circumstances; a lot of time is spent on the transmission of information, and it itself is lost; lower-level managers are practically eliminated from making decisions that are enforceable. Therefore, centralization should be moderate.

2. The principle of decentralization, i.e. delegation of authority, freedom of action, rights granted to a lower management body of a corporation, a structural unit, an official, within certain limits, to make decisions or give orders on behalf of the entire company or unit. The need for this is connected with the growth in the scale of production and its complication, when not only one person, but also a whole group of people cannot determine and control all decisions, much less implement them.

Decentralization has many advantages: the ability to quickly make decisions and involve managers of middle and lower levels in this; no need to develop detailed plans; weakening of bureaucracy, etc.

The negative aspects of decentralization include: the emerging lack of information affecting the quality of decisions; difficulties with the unification of rules and decision-making procedures, which increases the time required for approvals; with a high degree of decentralization, the emergence of a threat of development into disintegration and separatism, etc.

The need for decentralization increases in geographically dispersed firms, as well as in an unstable and rapidly changing environment, as the lack of time to coordinate the necessary actions with the center increases.

The degree of decentralization depends on the experience and qualifications of the heads and employees of departments, which is determined by the number of their rights and responsibilities for their own decisions.

3. The principle of coordination of the activities of structural divisions and employees of the corporation. Depending on the circumstances, coordination is either entrusted to the units themselves, jointly developing the necessary measures, or may be entrusted to the head of one of them, who therefore becomes the first among equals; finally, most often coordination becomes the lot of a specially appointed leader, who has an apparatus of employees and consultants.

4. The principle of using human potential lies in the fact that the majority of decisions are made not by an entrepreneur or a general manager unilaterally, but by employees of those levels of management where decisions must be implemented. Performers should be oriented not to direct instructions from above, but to clearly limited areas of action, powers and responsibilities. Higher authorities should solve only those issues and problems that the lower ones are not able or do not have the right to take on.

5. The principle of effective use, and not neglect, of the services of business satellites. Business includes a whole range of related activities within its sphere of influence. The specialists who perform them are called business satellites, i.e., its accomplices, companions, assistants. They contribute to the relations of corporations with the outside world: contractors, the state represented by its numerous bodies and institutions.

The group of satellites includes: financiers and accountants who plot the financial course of the corporation in such a way as to optimize the payment of taxes; lawyers helping to build legal relations with other enterprises and with the state; statisticians, economists-analysts, compilers of economic and other surveys; marketing specialists; advertising agents; public relations specialists and others.

These principles are the basis for corporate rulemaking.

At the same time, there are a number of principles that apply to every day.

They were also used in pre-revolutionary Russia, they were formulated in the form of commandments addressed to entrepreneurs:

1. Respect authority. Power - necessary condition efficient business management. Everything must be in order. In this regard, show respect for the guardians of order in the legalized echelons of power.
2. Be honest and truthful. Honesty and truthfulness are the foundation of entrepreneurship, a prerequisite for healthy profits and harmonious relationships in business. A Russian entrepreneur must be an impeccable bearer of the virtues of honesty and truthfulness.

Corporate Governance Code

The Corporate Governance Code is no longer only a document that explains the best standards for observing the rights of shareholders and contributes to their implementation in practice, but also an effective tool for improving the efficiency of company management, ensuring its long-term and sustainable development.

The presented version of the Corporate Governance Code aims to:

Determine the principles and approaches, following which will allow Russian companies to increase in the eyes of long-term investors;
reflect in the form of the best performance standards the approaches developed over the past years in the field of resolving corporate problems arising in the course of the life of joint-stock companies;
provide recommendations on good practices for fair treatment of shareholders, taking into account the negative examples of violations of their rights that have taken place;
take into account the accumulated practice of applying the Code of Corporate Conduct;
simplify the application of the best standards of corporate governance by Russian joint-stock companies in order to increase their attractiveness for domestic and foreign investors;
provide recommendations aimed at improving the efficiency of the management bodies of joint-stock companies and control over their activities.

The Corporate Governance Code focuses on the following:

Shareholder rights, including recommendations for use electronic means to participate in voting and receive materials of the meeting, as well as to protect the dividend rights of shareholders;
building up the effective work of the board of directors - determining approaches to the reasonable and conscientious performance of the duties of members of the board of directors, determining the functions of the board of directors, organizing the work of the board of directors and its committees;
clarification of requirements for directors, including the independence of directors;
recommendations for building a remuneration system for members of management bodies and key executives of the company, including recommendations for various components of such a remuneration system (short and long-term motivation, severance pay, etc.);
recommendations on building an effective risk management and internal control system;
recommendations on additional disclosure of material information about the company and its subsidiaries and their internal policies;
recommendations on significant corporate actions (increase of the authorized capital, takeover, listing and delisting of securities, reorganization, material transactions) to ensure the protection of rights and equal treatment of shareholders.

Corporate personnel management

The development and performance of any enterprise significantly depends on what kind of internal environment has been formed in the enterprise and how favorable it is for its activities and growth. An element of the internal environment of an enterprise that has a significant impact on the effectiveness of personnel management is the corporate culture. Currently, there are many definitions of corporate culture, but the definition of Edgar Schein can be considered the most complete, according to which “corporate culture is a set of basic motivations, formed independently, learned or developed by a certain group as it learns to solve problems. adaptation to external environment and internal integration - which proved effective enough to be considered valuable, and therefore transmitted to new members of the group as the right way of perceiving, thinking and relating to specific problems.

The corporate culture includes the following components:

A worldview that guides the actions of members of the organization in relation to other employees and its customers and competitors;
— cultural values ​​that dominate the organization;
- characteristics of behavior when people interact, such as rituals and ceremonies, as well as the language used in communication;
- norms accepted throughout the organization; the psychological climate in the organization that a person encounters when interacting with its employees.

The purpose of corporate culture in the personnel management system is the formation of personnel behavior that contributes to the achievement of the goals of the enterprise.

To achieve this goal in the process of personnel management of the enterprise, it is necessary to solve the following tasks:

Developing a sense of belonging to the staff in the affairs of the enterprise;
- Encouraging the involvement of personnel in joint activities for the benefit of the enterprise;
- strengthening the stability of the system of social relations;
- support for the individual initiative of employees;
- assisting staff in achieving personal success;
- creating an atmosphere of unity between managers and staff in the enterprise;
- delegation of responsibility;
- strengthening of the corporate family (congratulations to the staff on family and labor holidays, events, etc.).

Unfortunately, in modern Ukrainian society, the meaning of the concept of "corporate culture" is somewhat distorted. Quite often it is understood only as corporate events of an informal nature, while the need to realize a single corporate spirit, style, image is often not taken into account. It must be understood that the corporate culture is formed by the organizational behavior of the personnel, that is, the culture is determined by those factors that can influence the behavior of employees. In this regard, in the process of forming a corporate culture, the issues of personal and group motivation of employees, the development of their values ​​and norms, and the creation of an effective system of staff incentives should be emphasized. The corporate culture is also significantly influenced by: the behavior of leaders, external and internal information flows, outstanding and solemn events taking place in the enterprise.

At present, there is no consensus in the Ukrainian scientific and business circles about the corporate culture and its role in ensuring the effectiveness of personnel management.

The works of sociologists indicate that:

55% of modern Ukrainian leaders believe that, ideally, it should be at the enterprise;
- 40% of our entrepreneurs are trying to form it through Western technologies;
- 35% recognize the need for its presence in their enterprise, but they do not have enough time or resources for this;
- 25% generally consider it unnecessary.

Thus, in modern economic conditions corporate culture is such a tool in the hands of a manager-leader, with which you can lead an enterprise to success, prosperity and stability. Good corporate culture management results in additional cost savings, increased productivity and reduced employee turnover.

In addition, the creation of a certain ideological space in the enterprise will contribute to:

Reducing recruitment costs;
- reduction of costs arising as a result of interaction at different levels;
- reduction of marketing costs, since the work team itself will broadcast a positive image of the enterprise to the external environment.

Structure of corporate governance

The work focuses on many definitions of the concept of "corporate governance" and identifies three main areas of corporate governance: the management of the property of a joint-stock company, the management of the production and economic activities of the company and the management of financial flows.

The establishment of market relations in Russia and the increasing role of joint-stock companies in the development of the state economy and the well-being of citizens made it necessary to realize the importance of the problem of corporate governance, the emergence of which is inevitably associated with the transition to market economic conditions.

In the modern Russian economy, corporate governance is one of the most important factors determining not only the level of the country's economic development, but also the social and investment climate.

What is corporate governance? This problem is quite complex, relatively new and continues to develop.

There are many definitions of this concept. The Organization for Economic Co-operation and Development (OECD) puts it this way: “Corporate governance refers to the internal means of enabling and controlling corporations. Corporate governance also defines the mechanisms by which the goals of the company are formulated, the means of achieving them and controlling its activities are determined.”

In a broad sense, corporate governance is seen as:

The process of exercising power by business entities, making decisions within the framework of property relations based on the existing production, human and social capital is determined by the nature of the target settings for the activities of the enterprise and its management, types of control, interests and property;
- corporate governance is also assessed as an organizational model, which is designed, on the one hand, to regulate the relationship between company managers and their owners (shareholders), on the other hand, to harmonize the goals of various stakeholders, thereby ensuring the effective functioning of companies;
- a system by which management and control over the activities of business organizations is carried out.

The corporate governance structure defines the rights and responsibilities of the individuals who make up the corporation, such as members of the board of directors, managers, shareholders and other stakeholders, and establishes the rules and procedures for making decisions on the affairs of the corporation.

Corporate governance also provides a structure on the basis of which the goals and objectives of the company's activities are set, ways and means to achieve them are determined and controlled:

Activity of the company;
- a system or process by which the activities of corporations accountable to shareholders are managed and controlled;
- corporate governance system is an organizational model by which the company represents and protects the interests of its investors.

This system can include many things:

From the board of directors to executive pay schemes and bankruptcy filing mechanisms;
- in the narrow sense, there is the management of joint-stock companies or various organizational structures that unite them, where the shareholder acts as the subject of management, and the stock is the bearer of the right to make decisions, and corporate law in the broad sense is a mechanism for the optimal combination of various interests of shareholders and accomplices in order to maximize the effectiveness corporation development;
- corporate capital management of a joint-stock company is the management of its shares by their owners, which is opposed to "direct" capital management;
- corporate governance is based on taking into account the interests of shareholders and their role in the development of the corporation.

This is management based on the right of ownership, corporate communications, corporate development strategy and culture, taking into account the traditions and principles of collective behavior.

It is distinguished by wide participation in joint stock ownership, formation on the basis of complex options for the interweaving of capitals and a changing composition of interested participants. Corporate governance solves the problems of organizational and legal management of business, optimization of organizational structures, intra- and inter-company relations in accordance with the postulated goals of activity; In the broadest sense, corporate governance includes in general all relations that in one way or another affect the position of shareholders and the behavior of a joint-stock company.

According to this approach, the subjects of corporate governance are persons who have rights in the field of corporate governance of a joint-stock company - shareholders, directors - members of the board of directors, director - the executive body and members of the executive bodies of the joint-stock company; - the activities of the bodies of economic companies in the development (preparation and adoption) of a specific management decision, its execution (implementation) and verification of its implementation.

The above definitions make it possible to reduce corporate governance to three main areas: the management of the property of a joint-stock company, the management of the company's production and economic activities, and the management of financial flows.

Therefore, corporate governance is a system of interaction between the company's management bodies, shareholders and stakeholders, which reflects the balance of their interests and is aimed at obtaining maximum profit from the company's activities in accordance with applicable law and taking into account international standards.

Corporate governance in the narrow sense is a system of rules and incentives that encourage company managers to act in the interests of shareholders.

In a broad sense, corporate governance is a system of organizational, economic, legal and managerial relations between subjects of economic relations whose interest is related to the activities of the company.

In turn, the subjects of corporate governance are understood as: managers, shareholders and other interested parties (creditors, employees of the company, partners of the company, local authorities).

All participants in corporate relations have common goals, including:

Creation of a viable profitable company that provides the production of high-quality goods and jobs, as well as having high prestige and an impeccable reputation;
increase in the value of the company's tangible and intangible assets, the growth of its share prices and ensuring the payment of dividends;
gaining access to external financing (capital markets);
gaining access to labor resources (cadres of managers and other employees);
increase in jobs and overall economic growth.

At the same time, each participant in corporate relations has its own interests, and the difference between them can lead to the development of corporate conflicts.

In turn, good corporate governance contributes to the prevention of conflicts, and if they arise, their resolution through the processes and structures provided.

Such processes and structures are the formation and functioning of various management bodies, regulation of relationships between them, ensuring equal treatment of all parties, disclosure of proper information, accounting and financial reporting in accordance with proper standards, etc. What are the differences in the interests of corporate governance entities? Managers receive the bulk of their remuneration, usually in the form of a guaranteed salary, while other forms of remuneration play a much smaller role. They are interested, first of all, in the strength of their position, the stability of the company and reducing the risk of exposure to unforeseen circumstances (for example, financing the company's activities mainly through retained earnings, and not external debt). In the process of developing and implementing a development strategy, companies, as a rule, tend to establish a strong long-term balance between risk and profit.

Managers depend on the shareholders represented by the board of directors and are interested in renewing their contracts to work in the company.

They also directly interact with a large number of groups that show interest in the company's activities (company personnel, creditors, customers, suppliers, regional and local authorities, etc.) and are forced to take into account, to one degree or another, their interests. Managers are under the influence of a number of factors that are not related to the tasks of increasing the efficiency and value of the company or even contradict them (the desire to increase the size of the company, expand its charitable activities as a means of increasing personal status, corporate prestige).

Corporate Social Governance

Corporate governance - a system of interaction between shareholders and the management of the company through which the rights of shareholders are realized; a set of mechanisms that allow shareholders (investors) to control the activities of company executives and resolve emerging problems with other groups of influence.

CSR as a key aspect of corporate governance

CSR corresponds with corporate governance at the level of categories that set the limits of companies' accountability in their relations in social, environmental and other socially responsible areas, primarily at the level of corporate codes of conduct.

In turn, there is also a feedback between CSR and the corporate governance system, since such corporate governance institutions as information disclosure, effective risk management, etc., are direct indicators of the development of CSR in a particular company.

CSR today is, first of all, a system of tools aimed primarily at creating conditions for the long-term development of the company.

It is the long term that is the reason for the low development of the CSR system in the Russian corporate governance space, the preparation and dissemination of non-financial reports are most often not of interest to investors, they need "quick money" and the most profitable use of their investments.

Features of corporate governance

There is no evidence that "correct" corporate governance necessarily ensures the high competitiveness of the company. For example, many large "family" companies that do not meet CG standards are quite competitive. It is believed that corporate governance insures against abuse, but makes companies less flexible.

At the same time, companies that comply with corporate governance standards have an undoubted advantage in attracting investments. According to investors, good corporate governance ensures the honesty of management and transparency of the company's activities, so the risk of losing funds is significantly reduced.

For companies from developing countries, corporate governance is especially important, as international investors are especially concerned about the integrity and businesslike qualities of their management. Studies show that the capitalization of companies with good corporate governance is significantly higher than the market average. This difference is especially great for the Arab countries, Latin American countries (except Chile), Turkey, Russia, Malaysia, and Indonesia.

Level of corporate governance

The basis of the corporate governance system is to build an effective system of internal control over the activities of the company's managers on behalf of its owners (investors), since only thanks to the funds provided by them, the company was able to start its activities in general and created a field for the activities of other interested groups.

There are three levels of management in companies:

1. Meeting of shareholders: determination of the general goals of the company.
2. Board of Directors (Supervisory Board): determination of specific strategic objectives and ways to achieve them.
3. Managers: implementation of the tasks put forward.

The existence of these three levels implies the division of responsibility for the activities of the company between different groups and the possibility for owners to exercise control over the group directly involved in management. The socio-political analogue of this system can be a democratic political system based on such mechanisms as general elections, parliament and government.

The distribution of powers between these three levels of management is usually fixed in the charter of the company and in the law that regulates its activities.

The main corporate governance mechanisms used in countries with developed market economies: participation in the board of directors; hostile takeover (“market of corporate control”); obtaining powers by proxy from shareholders; bankruptcy.

In the most general terms, we will try to give short description these mechanisms.

Participation in the board of directors

The basic idea of ​​the board of directors is to form a group of persons who are free from business and other relationships with the company and its managers, as well as having a certain level of knowledge about its activities, who exercise supervisory functions on behalf of the owners (shareholders/investors) and other interested groups.

The effectiveness of the Board of Directors is due to the achievement of a balance between the principles of accountability and non-interference in the current activities of management.

In the course of its work, the board of directors faces two main dangers:

1) weak control over the company's management;
2) excessive and irresponsible interference of the board in the work of managers.

There are two main board models in the world - the American (unitary) model and the German (double board system) Corporate governance: owners, directors and wage-earners joint-stock company.

According to American law, the company's activities are managed by a unitary board of directors. American laws do not differentiate the distribution of functions between executive directors (i.e. directors who are at the same time managers of the company) and independent directors (invited persons who have no interests in the company), but only determine the responsibility for the affairs of the board company as a whole. The decision on the distribution of functions between members of the board of directors, as well as between the two categories of directors, must be made by the shareholders of the company. The general trend of the last two decades has been an increase in the number of independent directors in the overall composition of the board of directors and a decrease in the representation of executive directors.

Unlike the board of directors in the United States, the board of German companies consists of two bodies: a supervisory board (board of directors), which consists entirely of independent directors, and an executive board, which consists of the company's management.

In the German model, there is a strict separation of supervisory and executive functions, and the two boards themselves have clearly differentiated legal responsibilities and powers. German law draws a line between direct management and supervision. The executive board, under this model, is accountable to the supervisory board.

The American and German systems of corporate governance represent polar points between which there is a wide range of forms of corporate governance that exist in other countries.

The formal structure of the board of directors in Japan is an exact copy of the American one (after the end of World War II, the Americans imposed their system of corporate governance on Japan). In practice, almost 80% of Japanese joint-stock companies of an open type do not have independent directors on their boards at all, and the boards themselves, as in Germany, are the conductors of the interests of the company and their main “accomplices”. At the same time, two distinctive features the German model - the representation of employees and the presence of representatives of banks - is absent here. Almost all members of the boards of directors of Japanese companies are representatives of the highest level of management or former managers.

Sweden has a system of unitary boards (i.e., without a separate supervisory board), but unlike the American version, the presence of representatives of the “lower” level of company employees on the boards of directors is legally fixed here, while the participation of company management reduced to the participation of company presidents. This situation is to a large extent a reflection of the general socio-economic system of “Swedish socialism”.

The Netherlands has a dual board system, but unlike Germany, employees are not allowed on supervisory boards, which are made up entirely of independent directors.

Boards of directors in Italy, although unitary, operate within an industrial structure and shareholding system that more closely resembles the situation in Germany than in the United States. Even very large Italian companies are often owned by families, so the largest shareholders here are almost always managers-directors.

The most important distinguishing feature of the data, as well as other models of corporate governance, is the degree of concentration of ownership. From this point of view, the main type of corporation in the Anglo-Saxon world is a corporation with dispersed ownership, with wide shareholding - the so-called "public company". The main type of corporation for Germany, Japan and many other countries (Italy, Sweden, Denmark, the Netherlands, etc.) is a company with concentrated ownership with dominant owners - block holders. These block holders are both large private shareholders and institutional investors (pension funds and investment companies), and the state.

The Russian Federation is dominated by the block-holder model, which is usually played by several large private owners or the state in various legal entities. Large institutional or financial shareholders are the exception rather than the rule. Currently, as part of an active initial public offering (IPO) process, there is a tendency to strengthen the control of companies by its main owners with a significant dispersion of non-controlling stakes among small Russian and foreign shareholders. In the context of the continuing low degree of protection of investor rights, the most likely for Russia over the next 10-20 years is the further strengthening and development of the block-holder model of corporate governance, rather than public corporations with non-concentrated ownership.

In Russia, in accordance with the law "On joint-stock companies", a system of dual councils is formally fixed - the board of directors (supervisory board) and the board. However, members of the board of directors (supervisory board) are both independent directors (who most often form a minority) and representatives of senior management.

The extent to which shareholders rely on the ability of the board of directors to realize their interests largely depends on the effectiveness of alternative mechanisms for exercising control over the activities of the company that shareholders can use (primarily such a mechanism as the free sale of their shares on the financial market).

hostile takeover

The point of this mechanism is that shareholders who are disappointed in the performance of their company are free to sell their shares. If such sales become massive, then the fall in the market value of shares will allow other companies to buy them up and, thus, get the majority of votes at the shareholders' meeting, and, consequently, replace the former managers with new ones who will be able to fully realize the potential of the company. At the same time, however, the acquiring company must be sure that the fall in the value of the shares is caused by poor management of the company and does not reflect their real value. The threat of a takeover forces the company's management not only to act in the interests of its shareholders, but also to achieve the highest possible share price even in the absence of effective control by shareholders. The disadvantage of this mechanism is that the acquisition process can be expensive, destabilize for a certain period of time the activities of both the buyer's company and the acquired company. In addition, such a prospect may encourage managers to work only within the framework of short-term programs due to the fear that long-term investment projects will negatively affect the market value of their companies' shares. A highly efficient and liquid market, which makes the sale of stakes by small investors fast and technically easy, exists in full only in a few countries, primarily in the US and the UK. These countries satisfy another indispensable condition that makes this mechanism an effective tool - they have a high degree of dispersion of equity capital.

It is much easier for a small shareholder to make a decision to sell his shares than for a large shareholder, for whom the sale of his stake often means a change in strategic plans and may result in losses due to a drop in the market value of the shares being sold (as a result of a significant one-time offer on the market).

Competition for powers of attorney from shareholders

The practice adopted in countries with a developed stock market provides that the management of the company, notifying shareholders of the upcoming general meeting, asks them for a power of attorney for the right to vote with their number of votes (one share gives the shareholder the right to one vote) and usually receives one from the majority of shareholders. However, a group of shareholders or others who are dissatisfied with the company's management may also try to obtain powers of attorney from a large number (or majority) of other shareholders to vote on their behalf and vote against the current management of the company. The disadvantage of this mechanism, as in the case of a takeover, is the destabilization of the company's management, since the management structures become the object of struggle.

In order for this mechanism to be effective, it is necessary that most of the shares be dispersed and management cannot easily block the dissatisfied part of the shareholders by reaching private agreements with the owners of large blocks of shares (or a controlling block).

Bankruptcy

This method of control over the activities of the corporation, as a rule, is used by creditors in the event that the company is unable to make payments on its debts and the creditors do not approve the plan for overcoming the crisis, proposed by the company's management. Within the framework of this mechanism, decisions are guided, first of all, by the interests of creditors, and the requirements of shareholders in relation to the company's assets will be satisfied last. Management personnel and the board of directors lose control over the company, which passes to a court-appointed liquidator or receiver. Of the previously listed four main corporate governance mechanisms, bankruptcy is the form used, as a rule, in extreme cases. In the process of bankruptcy, as is known, the interests of creditors have priority, and the requirements of shareholders in relation to the company's assets are satisfied last. Declaring a company bankrupt involves significant costs - both direct (legal fees, administrative expenses, accelerated sale of assets, often at a reduced price, etc.) and indirect (termination of business, immediate satisfaction of debt obligations, etc.). Disputes between different groups of creditors often lead to a decrease in the effectiveness of bankruptcy in terms of meeting obligations in relation to all interested parties. Thus, bankruptcy is an extreme form, which is used to control the activities of a corporation, which is also regulated by special legislation.

The above levels, as well as corporate governance mechanisms, function on the basis and within the framework of certain rules, norms and standards developed by state regulatory bodies, judicial bodies, and the business community themselves.

The totality of these rules, norms and standards constitutes the institutional basis of corporate governance.

The following main elements can be distinguished:

Rules and regulations of status law (company law, securities law, shareholder protection laws, investment law, insolvency law, tax law, jurisprudence and procedures);
- agreements on voluntarily adopted standards of corporate governance/conduct and governing the procedure for its implementation at the company level (requirements for the listing of corporate securities, codes and recommendations on corporate governance);
- generally accepted business practices and culture.

It is necessary to emphasize the extremely important role played by non-state institutions in countries with developed markets. Their activity forms and develops a culture of corporate governance, which cements the overall framework of the corporate governance system created by law. Numerous associations for the protection of the rights of shareholders, centers and institutions involved in independent analysis of the activities of managers, training of independent directors, identify problems in corporate relations, which are often of a very non-obvious nature, and in the process of their public discussion develop such ways of solving them, which then become the generally accepted norm. , often regardless of whether they receive entitlement or not.

The above levels of corporate governance and its institutional framework are designed to ensure the implementation of the basic principles of corporate governance, such as transparency of the company and its management system, control over the activities of management by shareholders, respect for the rights of minority shareholders, participation of independent persons (directors) in the management of the company.

Based on the foregoing, it can be noted that the development of joint-stock property, accompanied by the separation of property rights from its management, posed the problem of ensuring control by the owners over the managers in whose hands the disposal of property is, in order to ensure its most efficient use in the interests of the owners. . The organizational model, which is designed to solve this problem, protect the interests of investors, coordinate the interests of various interested groups, is called the corporate governance system. Depending on the characteristics of development, this model has taken different forms in different countries. The functioning of this system is based both on legislative norms approved by the state and on rules, standards and models formed as a result of formal and informal agreements of all interested groups.

Corporate Control Department

The ability of the subjects of joint-stock relations to exert a permanent influence on the adoption of tactical and strategic decisions is called corporate control. In a broad sense, corporate control is the whole set of opportunities to benefit from the activities of a corporation. At the same time, corporate control is exercised through the corporate governance system.

Under corporate control, it is proposed to understand the ability of subjects of corporate legal relations to directly or indirectly determine, formulate, make decisions related to the tactics and strategy of a joint-stock company, or influence their adoption.

Forms of corporate control:

Shareholder control, which in turn is divided into absolute (direct) and relative (indirect);
- managerial control, which in turn can be divided into official managerial control and special managerial control;
- state control.

Control is nothing more than a certain management activity, the task of which, among other things, is the quantitative and qualitative assessment and accounting of the results of the joint-stock company's activities, as well as the full and proper observance of the rights of shareholders.

Effective internal control allows you to regularly identify and assess significant risks: credit risk, insurance risk, risk of foreign exchange restrictions, market risk, interest rate risk, liquidity risk, legal risk, risks associated with transactions with promissory notes and other similar payment instruments. When approving risk management procedures, the board of directors should strive to achieve an optimal balance between risk and return for the company as a whole, while observing the norms of the law and the provisions of the company's charter.

The relevant documents necessary for timely analysis and a reasonable conclusion on the compliance of the operation with the financial and economic plan of the company and the procedure established in the company for such an operation are provided to the control and audit service. The corresponding procedure is established by the internal document of the company.

The Control and Auditing Service keeps records of identified violations in the course of business operations and provides information on such violations to the Audit Committee.

The financial and economic plan is the main document regulating the financial and economic activities of the company. All operations must be carried out in accordance with this plan.

The procedure for carrying out inspections by the audit commission of the company should ensure the effectiveness of this mechanism of control over the financial and economic activities of the company.

In accordance with the legislation, annual and extraordinary audits are one of the main mechanisms for monitoring the financial and economic activities of the company.

During an extraordinary audit, both a separate business transaction of the company and business transactions for a separate period of time can be checked.

The effectiveness of control over the financial and economic activities of the company increases when the audit commission works in close cooperation with the audit committee. It provides this committee with full information about its activities, investigations and opinions.

An important role in financial control belongs to audits. The audit should be carried out in such a way that its result was the receipt of objective and complete information about the activities of the company. At the same time, the shareholders of the company, potential investors and other interested parties form their opinion about the company based on information about its activities.

Audit organizations (auditor) can detect violations, but cannot correct them. When any violations are revealed, the executive bodies are obliged to take the necessary measures to eliminate violations and minimize their consequences.

In addition, when violations are identified, audit organizations should require correction of information included in regularly disclosed reports on the company's business activities.

Control over the elimination of identified violations is a guarantee of their elimination and ensures the reliability of the information provided to shareholders. The implementation of such control can be entrusted to the audit committee of the company.

Auditing organizations (auditors) check the compliance of the financial statements used by the company with Russian accounting rules, and if the company is preparing to enter the international market and undertakes to follow International Financial Reporting Standards, then to comply with international standards.

The Board of Directors, as the body of the company responsible for preparing issues submitted to the general meeting of shareholders, including the issue of choosing the company's auditor, is primarily interested in choosing an independent audit organization (auditor) capable of conducting an effective and objective audit of the financial and economic activities of the company .

The Audit Committee must evaluate candidates for audit organizations (auditors) of the company and provide an assessment of such candidates to the board of directors, and the board of directors should substantiate its recommendations regarding the choice of an audit organization at the general meeting of shareholders of the company.

Efficiency of corporate governance

The management system, no matter how perfect it may be, in itself does not guarantee an increase in the efficiency of the functioning of the organization. The management process is a tool based on taking into account environmental factors. In the planning process, the management of the enterprise determines the main goals of the organization, ways and means of their optimal achievement, based on an assessment of the needs and environmental factors that in one way or another are able to hinder or contribute to their implementation. Most management decisions have both positive and negative consequences. Effective management is a complex process that requires making the deliberate sacrifices necessary to achieve the main goal of the enterprise.

The most successful and prosperous enterprise is considered in the case when it achieves an annual reduction in the cost of a unit of production, but not at the expense of its quality. Important means of increasing the efficiency of production are the transition to updating equipment, technology, design solutions, changes in the assortment, replacement of manufactured products in the race for demand or ahead of it. In a market economy, the productivity and efficiency of an enterprise are largely determined by the sales markets. Because of this, the attractiveness of the environment as an indicator of growth, capacity and quality of the market is of particular importance for the corporation. Factors that contribute to a noticeable improvement in relations between the manufacturer and customers are, first of all, the frequent change in the range of products supplied, the time of the production cycle, the quality and timeliness of delivery, etc.

The effectiveness of corporate governance is largely determined by the depth of understanding of reality, or, in other words, a clear vision of the determining factors of production and its development. The optimization of corporate governance, carried out on the basis of sound knowledge and skillful practice, is the choice of the right strategic and tactical goals.

One of the important factors contributing to the increase in the efficiency of the management system is the presence of clearly and clearly formulated strategic guidelines. In turn, the main goal of the management system is to increase the efficiency of the corporation. Therefore, it is not surprising that, resorting to innovations in production, allocation of resources, marketing and carrying out structural transformations of both the corporation itself and its management system, corporate leaders justify their actions by striving to get ahead of certain possible steps of competitors that could damage their market positions. .

An indicator of the economic effect from the implementation of innovations is the excess of the cost of results over the total cost of resources expended to obtain these results. When calculating the economic effect, first of all, the results should be taken into account not only in the specific place of application of innovations, but also in related industries in terms of their impact on the final indicators of the development of the entire national economy.

If the costs of the management process exceed the positive result from its use, then the question naturally arises of either completely rebuilding the entire management system, or taking steps to improve one or another of its nodes, or thinking about some other form of organization or streamlining. corporation activities. This is especially true for small enterprises that do not have full independence and therefore seek to be included in the technological process of a large company.

Normally operating corporations have opportunities to improve efficiency by minimizing management costs and improving the internal structure. In such a corporation, management should strive to obtain comprehensive information about the volume of sales provided by the effective demand of consumers of its goods and services. For production, products should be selected that meet the requirements of full self-sufficiency and self-financing, i.e. allows for expanded reproduction at the expense of sales proceeds. It is necessary to calculate the minimum required level of profitability of production, assuming such an amount of profit remaining at the disposal of the company, which would be sufficient.

According to a number of researchers, in such corporations, an important factor in improving efficiency can be the transition from a functional-structural model of a company to a process-role one. This will make it possible to reduce the overall management costs, since this approach involves a rather noticeable reduction in hierarchy levels, the transition from a cumbersome hierarchical to a horizontal, or so-called network, type of management, which provides for a more or less significant reduction in the gap between the manager and the managed, resulting in the reduction to minimize the cost of the organizational and managerial structure.

To solve the problems of minimizing management costs and increasing profitability, many enterprises change their structural unit using evolutionary network principles or more radical reengineering technologies, which, as a rule, lead to a fundamentally new company structure as a set of coordinated business processes.

When identifying and evaluating factors that have a significant impact on the efficiency and effectiveness of production and management, it is of no small importance to take into account institutional aspects, including, first of all, the regulatory and legislative framework. From this point of view, in order to form and strengthen an effective economic system in Russia that meets world standards, it is necessary to create world-class technological and economic institutions that fully take into account both the world experience of entrepreneurship and the national, historical, sociocultural traditions of the country that have a significant impact on form and character Russian entrepreneurship.

Of course, in this case, great emphasis should be placed on the policy of innovation, investment and structural adjustment. industrial production. In this regard, the management system must constantly have a strategy aimed at preventing political, commercial and other risks that can have a significant negative impact on the efficiency and effectiveness of the enterprise.

One of the important problems of Russian enterprises is that current interests are placed above promising ones, being sacrificed for momentary successes.

As the experience of Russian corporations in recent years shows, the formal transparency and openness of some of them in relation to small shareholders increased precisely as control was consolidated in general and, in particular, the assets of subsidiaries.

The basics of modern corporate governance theory say that an unreasonable plan deprives performers of any motivation and interest in its implementation.

Mergers and acquisitions are seen as a way to reduce costs, increase profits, expand market share, effectively use new technological, market, diversification opportunities, etc. However, as experience shows, mergers and acquisitions do not always and necessarily bring the expected results, which, in particular, is evidenced by the fact that often previously merged companies break up.

Low dynamic capabilities, such as low innovation capacity, inability to quickly adapt to market changes and manage knowledge, are the main reasons for the weak competitive position of Russian companies. From this point of view, it is especially important to emphasize that for success in competition what matters is not what assets a given company has in a particular period, but the speed with which it is able to create the necessary assets and develop them. As for external and internal factors, they provide corporations with significant, threshold competitive advantages. However, we must not forget that it takes a significant period and experience in the relevant industry to create and develop these advantages.

Goals of corporate governance

Thus, the main objectives of corporate governance are:

1. Increasing the company's capitalization (business value due to the growth of share prices), including in case of takeovers and mergers.
2. Ensuring a balance of interests of owners, its management, other financially interested parties (affiliates).

In addition, the task of corporate governance includes influencing such aspects of the functioning and development of the corporation as:

Formation and implementation of corporate strategies in the field of mergers and acquisitions;
- determination of the dividend policy;
- formation of organizational structure;
- interaction with the market: securities, creation of investment attractiveness, attraction of investments and creation of conditions for the formation of own capital, asset management;
- improvement of the system of remuneration of top managers;
- formation of corporate culture;
- gaining the trust of customers, partners, government;
- the public to the mechanisms for attracting investments in the company and, on this basis, increasing its capitalization;
- carrying out an effective social policy.

The object of corporate governance are shares, shares, a system of incentives, rules, checks, balances applied to managers and encouraging them to act in the interests of owners.

The described system is corporate governance in the narrow, or proper sense of the word, and in English-speaking countries is called Corporate Governance.

Its features are due to the specifics of corporate education:

Separation of ownership from management (with the determining value of the former);
- the presence of dependent and independent persons in the structure of the company.

In a broad sense, corporate governance is a system of organizational, economic, legal, managerial relations between entities whose interest is related to the company's activities.

The corporate governance system in the narrow sense of the word is characterized by:

The composition of the participants;
- share capital structure;
- powers of the board of directors and other elected and appointed bodies;
- mechanisms (set of procedures) of influence on them by interested parties (stakeholders).

The corporate governance mechanism includes:

A mechanism for monitoring the actions of managers and their replacement;
- a mechanism for the redistribution of property rights in favor of more efficient economic agents in the case when the owners are unable or unwilling to control managers;
- a set of norms of corporate behavior;
- disclosure requirements, etc.

Features of corporate governance

Many Russian companies have reached a stage of development at which insufficient attention to corporate governance issues can result in a weakening of their competitive positions. The growing needs of Russian business for capital and quality management can hardly be met without decisive reforms in corporate governance. Practice shows that the presence in the company of an effective corporate governance system in most cases becomes the basis for improving financial performance, improving the quality of management decisions, and obtaining a number of other benefits.

Corporate governance is an activity aimed at the most complete and balanced satisfaction of the interests of all business stakeholders, including society and the state, by maximizing their total utility. The components of utility are not only material, but also non-material values, such as the image of a company or an individual, the state of the environment, etc.

The need to form the principles of corporate governance is associated primarily with the development of the post-industrial economy, globalization and increased competition. In particular, the modern market imposes strict requirements in the field of corporate governance. In the industrial age, the powers of the owners and the board of directors were limited to the appointment of top management and control of its activities. Currently, this situation is unsatisfactory for the corporation. In the face of growing market uncertainty, reductions in life cycles products need to promptly monitor the process of making managerial senior management, adjust the strategy of the corporation. The role of collective decision-making is growing significantly.

The principles of corporate governance in Russia must not only comply with international standards, but also with national historical and cultural traditions. The fundamental principle of Russian culture is the principle of catholicity (universal harmony). From it, in many respects, the fundamental goal of business in the Russian theory of corporate management follows - the creation of an integrated value (not only material, but also emotional and spiritual) for all business stakeholders, including the state and society. The complex value is reflected as a financial value corresponding to the concept of "cost" in the classical theory of corporate governance.

The study found that a corporate governance model that takes into account Russian national specifics should be based on the following principles:

1) the key role and high responsibility of the owners and managers of the company in orienting the course of the "corporate ship", in making the most important management decisions, in shaping market needs,
2) catholicity (achieving harmony in society, taking into account key social factors), corporate social responsibility,
3) patriotism,
4) creation of integrated value for all stakeholders (extension of the model of modern cost approach),
5) accounting for intangible factors in all areas of corporate governance,
6) flexibility, efficiency of transformations (often revolutionary, spasmodic).

It is this institution of corporate governance presented above that is most effective in a post-industrial economy. It outperforms the classic institution of corporate governance, which is now experiencing a severe crisis, practically “in all respects”.

It should also be noted that Russian cultural traditions make it possible to organically "cultivate" and "grow" a modern, highly competitive Russian institution of corporate governance, which will give Russia powerful advantages in a post-industrial economy.

Institutional transformations have a significant impact on corporate governance processes. If in the middle of the twentieth century the effectiveness of corporate management was determined solely by the financial results of the company and the potential for creating future income, now, in the era of rapid rapid development of markets and globalization, intangible factors largely determine the investment attractiveness of the company and the growth of its market quotations. These factors include human potential, the potential of the company's management, which ensure the growth of the company's value.

The application of the institutional approach allows a deeper consideration and study of the corporate governance process based on taking into account not only economic, but also non-economic factors (social, legal, psychological), to build effective and balanced corporate governance systems.

The institutional approach provides a powerful methodological base and tools for corporate governance. It equips the subjects of corporate management with the theory of agency relations, provides an opportunity to identify, evaluate and manage transaction costs.

It is no coincidence that cost, strategic and institutional approaches occupy a central place in modern management. In accordance with the value approach, the main goal of the company is to maximize its value by increasing investment attractiveness for investors and shareholders. The creation of new value in an enterprise is possible only with the coordinated work of the entire corporate value chain. Compliance with the interests of business owners will only make sense when the enterprise is profitable, financially sustainable and, therefore, investment attractive.

The use of a strategic approach in corporate governance is justified by two facts. Firstly, strategic management becomes the most important management element of a modern company in the context of globalization and market consolidation, increased competition, and shortening of the life cycles of most goods. Secondly, the spread of the value approach requires the formation of a corporate strategy, without which the goal of increasing value for shareholders, as practice shows, is unattainable. Thus, corporate governance is based on a strategic approach. In turn, the corporate strategy should unite all the functional strategies of the enterprise.

Consideration of corporate governance based on a systematic approach deserves special attention. The formation and study of the corporate governance system allows you to deeply study the structure of corporate relations, highlight their main elements, determine the stages of the system's functioning and, moreover, characterize the evolutionary aspects of its transformation.

A systematic approach is also necessary for the implementation of a comprehensive corporate policy in order to meet the interests of all stakeholders of the corporation, which should be considered as a policy for the formation of the most important intangible assets of the corporation. By fulfilling its obligations to the stake-holders, the corporation increases their loyalty and level of trust in interaction and, consequently, significantly reduces transaction costs. The loyalty of the stake-holders is also an important condition for successfully overcoming the crisis.

Distinctive characteristics of the modern Russian corporate governance model:

1) the Russian corporate governance model is close to the insider model, despite the formation of an external institutional environment compatible with the outsider model; this incompatibility creates tension in the corporate sector; in particular, corporate legislation is more geared towards satisfying the interests of minority shareholders, as a result, owning even a small block of shares opens up opportunities for dishonest behavior and even raiding, these opportunities are expanding due to the weakness of Russian corporate legislation and law enforcement practice;
2) the modern Russian model practically does not take into account national cultural and historical traditions, as a result, there is a confrontation between the implemented formal and already existing informal corporate governance institutions, which in most cases is decided in favor of the latter (as a result, many formal institutions do not work); examples are the institution of the board of directors of a corporation, the institution of independent directors, the institution of fiduciary responsibility, etc.
3) the growing demand for corporate governance institutions from the stake-holders (interested parties) of the corporation is growing rapidly, but the slow development of corporate governance in Russia does not allow satisfying this demand;
4) the slow development of corporate governance in Russia is caused by the low level of the institutional environment of the corporate sector;
5) of particular importance in modern corporate governance is the comprehensive satisfaction of the interests of all business stakeholders (the crisis in Russia once again confirmed this fact), the potential of Russian corporations is poorly realized, but development in this direction is impossible without a fair and justified state policy.

Empirical evidence confirms the fact that Russian corporations satisfy the interests of some stakeholders. However, the share of such companies among all surveyed companies remains small. In this area, the potential for the development of corporate governance is far from being exhausted.

Corporate Project Management

To date, the term "Project Management" has already firmly entered into the everyday life of the heads of Russian organizations. Every year there is an increasing need to implement modern methods project management. In today's business environment, with ever-increasing complexity of projects, when organizations are challenged to achieve their goals in short time and at minimal cost, it is impossible to consider project management methodology in isolation from modern information technologies. As a result, it became necessary to create corporate project management systems (PMS) that provide project management with end-to-end control of all projects, works, as well as labor, material, technical and financial resources within one or a group of companies (financial or industrial holding).

But before defining the elements of a corporate project management system, let's trace the entire chain of development of project management software tools. Software has been used for project planning for more than 30 years. First it was applications on mainframes, then on minicomputers, and then on personal computers. For the most part, these were isolated, single-project applications with limited features and functionality. They lacked the ability to work with other applications in the organization; all projects were kept and stored separately from each other; most systems could only work with a limited number of jobs, resources, etc.

The "technological breakthrough" in the field of project management software occurred in the second half of the nineties. Most organizations faced the issue of cost reduction and strict cost control, which is possible only with "end-to-end" control of all projects of the organization in unified system. In modern project management software, functions such as personnel management, supply management, budgeting have become available. These functions are no longer applied to individual projects, but to the entire set of projects of the organization - both internal and external.

Corporate project management is a methodology for organizing, planning, directing, coordinating and controlling the human and material resources of the entire set of projects of the organization, aimed at effectively achieving the goals of projects by applying a system of modern methods, techniques and management technologies to achieve the results defined in the project in terms of composition and volume work, cost, time and quality.

The market for modern project management software is represented by a wide range products that differ in the degree to which they meet the requirements for corporate project management. They are presented as primitive desktop applications that do not support network work, on which it is possible to maintain a small number of simple projects and programs, as well as modern software tools built on web technologies that support multi-user work with project data and with which it is possible to build an integral corporate system. project management.

Enterprise project management software should have the following properties:

1. Scalability to manage all projects of an organization of different sizes;
2. Ability to integrate with other information systems of the organization;
3. Organizational structure support;
4. Risk management;
5. Support for various methods of planning and controlling the work of the project;
6. Support multiple targets;
7. Analysis of project portfolios;
8. Multi-user operation;
9. Distributed work;
10. Disseminate information and perform the following functions:

Project Portfolio Management

Correlating the actions taken with the strategic goals of the organization, determining the priorities of the organization based on the strategic goals;
Determination of the optimal combination of "goals-time-costs-risk-quality";
Analysis of the impact of the initiation of new projects on the portfolio of projects as a whole;
Monitoring key milestones on projects to make informed management decisions;
- Resource management

Resolution of resource conflicts, definition of "common" resources that can be used in all departments of the organization;
Allocation of resources based on their professional skills and qualifications across the portfolio of projects or the organization as a whole;
Situational and “what-if” analysis to determine the impact of changes on projects; Forecast of the needs of labor and non-labor resources;

Communications

Improving communications, both external and internal, between multiple project teams, regions, resources, contractors, partners, suppliers, and distributed teams;
Improving the organization's information flows;
Ensuring security and determining access rights to project information in real time;
Creation of "virtual" project teams throughout the organization;

Project management

Management of intra-project dependencies and dependencies between all projects of the organization;
Support for geographically distributed complex projects with geographically distributed teams;
Operational risk forecasting for the project, implementation of "what-if" analysis;
Prompt identification of problems and deviations;
Providing project managers and team members with only the information they need;

Process management

Preservation and analysis of already completed projects to improve the organization's business processes;
Identification and categorization of risks and problems that may arise in the implementation of future projects;
Integration of information on projects with external information systems and applications of the organization;
Multiple use of plans and templates of successfully implemented projects.

Criteria for corporate project management:

Ease of use and administration of multi-user, multi-project applications, scalability and organization-wide customization for all project participants.
- Saving large amounts of project data and information throughout the organization.
- Possibility of distributed execution of tasks typical for project management: scheduling, resource leveling, reporting on individual projects, the organization as a whole and project portfolios.
- Providing each project participant with the appropriate tool, sufficient to perform their functions - both project team members who need to report only on the status of the work they perform, and project and department managers.

Formation of corporate governance

At the initial stage of the formation of market relations in Russia, the formation of corporate entrepreneurship, and after that the formation and approval of the corporate governance system and its principles, faced a number of rather serious objective difficulties. We are talking about such well-known factors as the rupture of ties between enterprises that were previously part of a single national economic complex, the complete absence of market infrastructure, the technical and technological backwardness of many large enterprises and the unpreparedness or even the absence of managerial personnel capable of working effectively in market conditions, the lack of sufficient volumes of accumulated capital, imperfection financial system countries.

In the 1990s, a massive privatization process began in Russia, which led to the creation of a fairly large number of joint-stock companies. The reform was carried out with a focus on the Anglo-Saxon model of corporate governance. It was assumed that during the corporatization of state property, a mechanism for control and regulation by the stock market would be gradually created. By 1997, 16 stock exchanges and more than 1.5 thousand professional participants in the securities market received licenses.

The initial division of ownership ended with the dominance of banking participation in the industrial sector. The combination of equity and credit financing became the basis for establishing control by banks. At the same time, the creation of new private corporations was accompanied by abuse of insiders and violation of the rights of shareholders. The formation of market relations in Russia was characterized by the creation of financial and industrial groups, which indicates the use of the Japanese-German corporate governance system. The 1998 crisis, which resulted in a default on government bonds, led to increased consolidation of ownership and control. First of all, the companies focused on trading and financial operations have suffered.

At the same time, the devaluation of the ruble and the increase in energy prices led to the emergence of free cash in the Russian economy. The adoption in the same year of a new law on bankruptcy served as an impetus for the beginning of a new redistribution of property and the establishment of absolute corporate control was an adequate reaction of the investor in the conditions of a high degree of uncertainty of external and internal factors of the Russian corporate governance system. These events contributed to the strengthening of trends towards corporate integration and led to the formation of large integration business groups (Alfa Group, Interros) with the dominance of bank financing, using cross-share ownership tools, intertwining directorates.

Considering the ownership structure of large Russian companies, we can say that most of them are dominated by a large owner. Among the minority shareholders there are foreign portfolio investors represented by various investment funds and banking groups.

The corporate governance model that is being formed in Russia does not recognize the principle of separation of ownership and control rights. The owners of the company create their own boards of directors, often not obeying the decisions of the general meeting of shareholders. In most companies, the level of concentration of ownership is so high that the owner controls all processes, including operations.

It should be noted a specific feature of the distribution of property of large Russian companies. From the family model of corporate governance, it follows that in most countries of the world, the institution of the family serves as the basis for the concentration of ownership. Russian companies have never been built on this principle. Usually, when organizing them, the basis is a team of three to seven people who are the main owners and are closely connected with each other by informal ties. They could be called partner firms. This form of distribution of property in Russian conditions received the most distribution. According to estimates available in the economic literature, at present the share of the largest shareholders (primary owners) in the capital of Russian industrial enterprises is on average 35-40%.

In recent years, there has also been an increase in the dividend payout rate, which will increase the company's market capitalization. One of the conditions for increasing the value of a business is its expansion, so corporations actively begin to resort to external financing of their activities, search for external investors and enter the stock market. All this requires the introduction of corporate governance standards generally accepted in world practice and an increase in the degree of transparency of companies.

However, in Russia this process does not yet affect the activities of all companies. This is due to a number of reasons. State regulation and economic policy are quite unsystematic and often depend on the political interests of various authorities. Until now, the threat of unscrupulous corporate takeovers remains on the Russian market. Therefore, many companies approach disclosure of information formally. So, according to a study conducted by the Standard and Poor's agency, only 28 Russian companies disclosed more than 50% of the possible amount of information disclosure.

The development of the market and the openness of the Russian economy lead to a gradual increase in the attention of Russian companies to corporate governance issues. Growth in the capitalization of the Russian market, access to external financing, building long-term partnerships, and expanding business are only possible if an effective corporate governance system is in place. So far, only large companies are considering the financial market as a source for financing their activities.

Another trend in the Russian economy is the strengthening of the role of the state, which is actively engaged in entrepreneurial activities. State control is spreading over an increasing share of the corporate sector. Companies with state participation, such as Rosneft, Gazprom, Vneshtorgbank, actively conduct operations in the financial markets.

The system of corporate governance in Russia does not correspond to either the Anglo-Saxon, or the Japanese-German, or the family model of governance. It is not possible to clearly characterize the distinctive Russian model. This is due to the high degree of uncertainty of the external and internal environment of the corporation and the imperfection of Russian legislation. However, the active use by large Russian corporate structures of elements of all existing corporate governance models indicates that, most likely, the further development of the corporate governance system will not focus only on one of the existing business models.

Thus, in Russia there is a situation where none of the types of corporate governance systems dominates, and the national model of corporate governance is in the process of formation.

In general, in Russia, among the key features of the development of the national model of corporate governance, it is necessary to highlight:

Permanent process of property redistribution in corporations;
- specific motivations of many insiders (managers and major shareholders) associated with the control of financial flows and the "withdrawal" of the corporation's assets;
- weak or atypical role of traditional "external" corporate governance mechanisms (securities market, bankruptcy, corporate control market);
- a significant share of the state in the share capital and the resulting problems of management and control;
- a federal structure and an active role of regional authorities as an independent subject of corporate relations (moreover, a subject acting within the framework of a conflict of interest - as an owner, as a regulator through administrative leverage, as a commercial agent);
- ineffective and selective (politicized) state enforcement (with relatively developed legislation in the field of protecting the rights of shareholders).

Significant interest in the identified problems and features served as an incentive for rating agencies, which began to carry out appropriate evaluation activities.

These ratings reflect the position of the compiling organization on the risks associated with inefficient or dishonest management. The valuation is designed to help determine the fair value of shares and help investors make decisions by providing the necessary information about the level of corporate governance in companies. It should be noted that the rating is increasingly becoming an indicator of the quality of the latter for international and Russian strategic, portfolio and institutional investors. Since they are interested in investing and need information about honesty, transparency, accountability and responsibility in the management system, as one of the conditions for reducing investment risks.

The dynamics of corporate governance ratings in Russian companies shows an upward trend, its overall level has relatively increased. At the same time, there are some unresolved problems in the practice of the management of Russian joint-stock companies: violation of the rights of shareholders, transfer pricing for the purpose of tax evasion, insufficient qualifications of members of the board of directors and management, non-transparency of reporting, lack of corporate social responsibility. All these factors, of course, affect the demand from both foreign and Russian strategic investors, and, consequently, the value of the company.

Stages of corporate governance

Stages of formation of corporate governance. At various periods of the development of the Russian economy, the prerequisites for creating an effective corporate environment were laid, but at the same time, certain contradictions arose in corporate governance systems that have to be dealt with in practice at the present time.

Each period personified a new stage of understanding by the country's leadership of economic problems and the development of ways to solve them, the boundaries of the periods are conditional and can be shifted in any direction in accordance with the applicable criteria.

In our opinion, the time frame and key issues of each of the periods can be described as follows.

Period before 1987 Administrative-command methods centralized control state economy no longer meet the requirements of the macroeconomic situation; the exclusion of middle and lower-level workers from real participation in the management of enterprises prompted many of them to try their hand at the nascent small cooperative business or individual entrepreneurship, and the lack of a clear legal framework and practical knowledge of the economy led many of them to collapse the illusions of getting rich quick; corporatism as a system of production management was increasingly identified with the planning of the party nomenklatura elite and caused a controversial attitude among novice entrepreneurs.

The corporate environment during this period was similar to the system of party and economic assets: all key posts at enterprises were distributed not in accordance with the professionalism of managers, but according to the old party and nomenklatura ties.

There are three reasons for this, in our opinion:

1. Lack of domestic highly qualified independent managers in the labor market.
2. The unwillingness of enterprises to pay highly for the skilled labor of foreign managers.
3. Remains of a totalitarian worldview in both systems and, in connection with this, a low desire for mutual exchange of accumulated experience between countries with a developed market economy and countries of the former socialist camp.

The period from 1987 to 1991 Centrifugal forces led steadily to the collapse of the monopolized and centralized organization of the economy; Encouraged independence and permitted lease of enterprises prompted the directors to gradually subordinate them to groups of employees, in the financial and stock markets, in the market of obligations, in marketing, and in management.

Active interpenetration of Western and Russian corporations, joint work on the Russian stock market inevitably pushed Russian corporations to understand the peculiarities of corporate governance. The period from 1994 to August 1998 Monetary privatization in the context of the adoption of laws on joint-stock companies, on the securities market, the Civil Code of the Russian Federation, and clarification of legislation on privatization.

The market infrastructure is being actively formed: investment corporations and funds, depositories and registrars, mutual investment funds, insurance corporations, audit and consulting corporations, pension funds, etc. Large foreign corporations open their branches, representative offices or create joint companies in Russia. The main burden of the problem of attracting investments is shifting from the federal center to the regions. Regional authorities adopt local laws on the formation of insurance funds to attract investment, and in accordance with the adopted regional laws, land and other real estate objects become the object of sale and purchase.

Period from August 1998 to the present. The situation of external and internal default, a general lack of financial resources. The flight of capital from Russia is forced to look for new financial instruments or new mechanisms for using old assets. The tension in the foreign exchange market, along with the almost complete absence of a corporate securities market, make regional financial instruments practically the only way to protect against inflation and generate income in Russia.

Against this background, Russian managers (especially the top echelon of management) are poorly prepared to choose a development strategy, attract capital and investment, retain and conquer sales markets, and take into account the true motivation of business partners. All this leads to a further redistribution of property, but already against the background of shareholders who understand their rights.

Corruption and the lawlessness of shadow capital force top management to choose one of two directions: either to get in touch with mafia structures and gradually lose control, or to build such a system of corporate relations that would allow them to save themselves and property. Corporate governance is built on the basis of well-established and effective norms in the field of finance, securities, management, labor relations, contractual obligations, contractual activities, organizational structures, and marketing.

With the availability of basic state documents and accumulated experience, it is possible to build a system of corporate relations at the level of a particular corporation, thus setting guidelines for the entire Russian economy. In each specific case, the corporation, represented by its top management (and in the conditions of Russia, these are still the owners themselves) makes a choice in favor of the gradual inclusion of employees in the system of business relations in the field of ownership instead of strict management of hired personnel.

This represents the most important trend in the formation and formation of normal corporate relations.

Corporate Governance Responsibility

The subjects of corporate responsibility are the subjects of corporate law, as well as persons who are members of the corporation (founders, managers and employees).

As a result of violation of civil norms, the corporation will bear civil liability, as a result of violation of financial, administrative or other norms of law - the appropriate type of liability. However, in some cases it is impossible to apply measures to corporations, for example, administrative liability, which are applicable to citizens. These are measures such as administrative arrest and other similar measures.

Consequently, the liability of corporations can have a civil law and administrative law basis.

For example, ensuring the stability of business turnover, protecting the interests of a subsidiary, its creditors and shareholders, the Civil Code of the Russian Federation (clause 2, article 105) establishes two cases of liability of the parent company (partnership) for the debts of the subsidiary:

Joint and several liability arises for transactions concluded by a subsidiary in pursuance of the mandatory instructions of the parent company, if this parent company has the right to give instructions to the subsidiary;
- subsidiary liability is applied if the parent company has caused the bankruptcy of the subsidiary due to the fault of the main company. In order to hold the main joint-stock company liable, intent must be detected in its actions.

In addition, in practice, the corporation may have an obligation to pay compensation to the head of the company, in the event that he is not held accountable as a result of the judicial review of the dispute (legal costs).

A corporation cannot be held criminally liable, since Russian criminal law recognizes only a person as a subject of responsibility, but not an organization. However, corporate criminal liability is increasingly receiving support at the international level. As early as 1929, the International Congress on Criminal Law in Bucharest advocated the introduction of such liability. In 1946, the International Tribunal during the Nuremberg trials recognized that the state and its organizations can be subjects of international crimes. In 1978, the European Committee on Crime Problems of the Council of Europe recommended that legislators in European states recognize legal entities as subjects of criminal liability for environmental crimes. The same recommendation is contained in the decisions of the periodically held UN Congresses on the Prevention of Crime and the Treatment of Offenders. Finally, Recommendation N (88) 18 of the Committee of Ministers of the member countries of the Council of Europe on the liability of enterprises - legal entities for offenses committed in the course of their business activities became a very important document on the problem under consideration.

In this regard, the category of social responsibility is also important in the life of corporations. Social responsibility refers to the objective need to be held accountable for the violation of social norms. It expresses the nature of the relationship of the individual with society, the state, the collective, other social groups and entities - with all the people around her. Social responsibility is based on the social nature of human behavior.

Social responsibility is a complex, collective moral-legal, philosophical and ethical-psychological category studied by many sciences, but from different angles of view. There are moral, political, legal, public, civil, professional and other types of responsibility, which together constitute the generic concept of "social responsibility".

Social responsibility implies an objectively determined need for an individual to comply with the basic rules, requirements, principles, foundations of a joint hostel.

The significance of social responsibility lies in the fact that it is designed to discipline the members of society, to encourage them to positive, conscious, useful behavior. Therefore, corporate social responsibility is of a special nature - it is a concept that reflects the voluntary decision of companies to participate in improving society and protecting the environment.

With regard to corporate officers, the law expands the scope of their responsibility. Basically, we are talking about the executive bodies of the company (CEO and members of the board) and members of the board of directors. It is these persons who are understood as the leaders of the company for the purposes of their civil liability. For other senior managers, the rules on the responsibility of managers apply only in cases specifically specified in the law.

The responsibility of corporate leaders in modern law is considered in the context of corporate governance as one of the elements of the management and control system of companies and one of the means of ensuring responsible management of companies.

All corporate bodies act within their competence and are subject to liability for losses caused to society as a result of violation of their statutory duties of management or control.

The issue of a clear delimitation of competence between the bodies of a corporation is closely intertwined with the issue of the responsibility of these bodies to society, since the responsibility of managers always arises as a result of a violation of the duties that are assigned to a particular body (to a particular official).

The vague definition of these duties and the lack of their personification will hinder the application of the institution of responsibility and contribute to the formation of an anonymous and irresponsible leadership of society, in which no one bears real responsibility.

The situation is aggravated by the fact that the competence of the board of directors of Russian corporations is not exhaustive and can be supplemented by the charter of the company.

Thus, one of the main conditions for the responsibility of managers is a violation of the obligations to manage the company and control its activities. At the same time, the responsibility of the heads of companies comes in case of guilty violation of duties. This generally accepted rule is enshrined in the Law "On Joint Stock Companies" (clause 2, article 71), and in the Civil Code of the Russian Federation (article 401).

Administrative or criminal liability associated with the management of a company arises if a person performs organizational and administrative or administrative and economic functions and at the same time commits an offense expressly specified in the Code of Administrative Offenses of the Russian Federation or in the Criminal Code of the Russian Federation.

The grounds and measures of criminal and administrative liability are determined by the Criminal Code of the Russian Federation and the Code of Administrative Offenses of the Russian Federation in relation to each specific offense.

All cases of application of administrative penalties can be divided into two large groups:

1) administrative offenses related to the management of a joint stock company;
2) administrative offenses related to the violation of the rights of shareholders.

The first group includes deliberate bankruptcy (part 2 of article 14.12 of the Code of Administrative Offenses), improper management of a legal entity (article 14.21 of the Code of Administrative Offenses), transactions and other actions that go beyond the established powers (article 14.22 of the Code of Administrative Offenses), the implementation by a disqualified person of activities for management of a legal entity (Article 14.23 of the Code of Administrative Offenses).

The second group includes violation of the requirements of the law regarding the presentation and disclosure of information on the securities market (Article 15.19 of the Code of Administrative Offenses), obstruction of the investor's rights to manage a business company (Article 15.20 of the Code of Administrative Offenses).

The most common offense is the abuse of authority of the head of the company. According to Art. 14.21, 14.22 of the Code of Administrative Offenses of the Russian Federation, the head is responsible for:

A) for the use of management powers contrary to the legitimate interests of the company and / or its creditor, resulting in a decrease in the company's equity capital and / or the occurrence of losses;
b) concluding transactions or performing other actions with excess of authority.

In market conditions, the list of administrative and criminal offenses has expanded significantly. The practice of holding managers accountable does not lag behind the development of legislation.

The special grounds for bringing the head to responsibility largely depend on the specific type and characteristics of the company's activities. The grounds for liability may include, in particular, violations of currency, customs, licensing, advertising, pricing or trademark laws.

Only individual. The Criminal Code of the Russian Federation provides for a number of offenses involving corporation officials. Thus, pseudo-entrepreneurship is extremely widespread, i.e. creation of a commercial organization without the intention to carry out entrepreneurial activities aimed at obtaining loans, exempting from taxes, deriving other property benefits or covering up prohibited activities that cause large damage to citizens, organizations or the state.

Such composition as unfair competition is widely known.

Protection from liability in a broad sense is achieved by compliance with the duties assigned by the head of the law, the charter and the employment contract.

It should be noted that, in addition to the contractual liability of managers, there is the possibility of bringing them to non-contractual liability. If in the first case the manager acts on the basis of an agreement concluded with a joint-stock company, then in the second contractual relationship with the victim are absent. Here the shareholders of the corporation act as victims.

The mechanism of corporate compensation in Russian legislation has not been developed. Corporations have the right to provide in their constituent documents or an employment contract with the head of the grounds for holding him accountable.

Civil liability of managers may arise as a result of violation of:

A) the principle of good faith and reasonableness in the management of the company;
b) norms of civil law, specifically providing for negative consequences for the leader.

The responsibility of the heads of corporations to compensate for losses arises only in the presence of losses caused to the company as a result of the violation by the heads of their duties in managing the company. In corporate law, it applies general concept losses available in civil law, according to which losses are understood as a monetary value of property losses (harm), a decrease in the property of a corporation.

An effective mechanism for protecting managers from liability is its insurance, which is accepted in world practice by most large companies. Moreover, liability insurance is becoming a common requirement for a foreign top manager when applying for a job.

At the same time, administrative liability and civil or criminal liability may be applied simultaneously for the same violation.

Other officials of the organization (for example, the chief accountant) may also be held liable.

Labor legislation allows the possibility of applying disciplinary sanctions to the head of the organization under Art. 192 of the Labor Code of the Russian Federation. True, in this case, the charter of the joint-stock company should contain a provision on which management body will act in relation to the general director as an employer (in the sense of part 3 of article 20 of the Labor Code of the Russian Federation) in order to impose a disciplinary sanction on him.

Disciplinary responsibility- a special type of responsibility applied in relation to special subjects endowed with certain powers in the organization and occupying a certain position. Disciplinary responsibility should be based on the internal legal rules of the corporation, but these rules should not contradict the legislation of the Russian Federation and the principles of responsibility.

As a general rule, the degree of responsibility of employees for losses caused by them to the corporation is limited by the norms of labor legislation: the employee compensates only for the direct actual damage caused by him (real decrease in property) in an amount that, in most cases, does not exceed his average monthly earnings. At the same time, the corporation itself usually bears responsibility to third parties for the actions of employees.

The situation is complicated by the fact that corporate responsibility is notable for the lack of specification of the normative grounds for its occurrence.

Presumably, the lack of specification of the grounds for corporate responsibility is due to:

The absence of precedents. In the event of a corporate violation, changes are made to corporate acts;
- the impossibility to give an exact list of circumstances that serve as the basis for corporate liability, since many corporate provisions are of a very general nature and are specified in industry sources of law.

The legislator must establish and consolidate the list of corporate violations that may be grounds for the application of liability in corporate acts, as well as fix the appropriate sanctions. It is necessary to establish in all other cases the possibility of applying only remedial measures, but not retrospective legal liability.

As we can see, the lack of clear legal grounds in each specific case for bringing a particular entity to corporate liability indicates a gap in the legislation.

Corporate liability differs from traditional types of legal liability and subjects. Subjects of corporate responsibility can be both individual and collective.

Corporate responsibility is characterized by a special subject composition. This is due, firstly, to the status of the corporation as a legal entity; secondly, the nature of corporate legal relations, and thirdly, the essence of corporate governance.

In our opinion, the subjects of corporate responsibility coincide with the subjects of corporate legal relations and corporate governance. In other words, if the subject of law has corporate rights or obligations, he is the subject of corporate liability.

Among the obligatory subjects of corporate legal relations, most scientists include:

Corporation;
- a founder who, after state registration of the company, acquires the status of a shareholder (participant) of the corporation;
- a shareholder (participant) of a corporation whose legal status depends on the category and type of shares he owns;
- management bodies of the corporation and members of management bodies;
- Audit Commission as an internal control body.

Corporate liability sanctions differ from those of other types of legal liability.

Corporate sanctions include the following:

Early termination of powers of corporation bodies;
- restriction or deprivation of corporate rights. For example, refusal to register a candidate for the position of General Director in case of violation of the requirements of the procedure for nominating candidates for it;
- exclusion of a participant from a limited liability company (Article 10 of the Federal Law "On Limited Liability Companies");
- elimination of corporate violation. In particular, the invalidation of internal (local) acts or their provisions.

For corporate responsibility measures, two features are characteristic - a negative assessment of the act and adverse consequences for the subject. Corporate liability has all the system-wide features inherent in legal liability in general, as well as properties and qualities that indicate its originality as an independent legal phenomenon.

General signs of legal liability are specifically refracted in relation to corporate liability. Features of corporate responsibility are determined by the subject and method of legal regulation of corporate legal relations.

Given the above, it should be recognized that corporate liability as an independent type is the need for adverse consequences for non-fulfillment (improper fulfillment) by the subjects of law of their corporate duties and for the abuse of their corporate rights.

“The problem with most organizations is not something
what they know little, and what they do not know,
what exactly they know."

K. Nordström, J. Ridderstrale

Increasing the efficiency of activities - and, as a result, the competitiveness of companies - is a task on the solution of which the success of development in a market economy depends. Measuring and analyzing efficiency is important for making informed management decisions at all levels of the economy.

The concept of efficiency discussed in this material is of a generalized, universal nature and is applicable to any organization, whether industrial enterprise; a company operating in the service sector; state institution.

Organization as a system

Any organization in a competitive environment is an open organization operating in an external environment; it interacts with consumers, suppliers, competitors, legislative and public organizations. An organization, like every element of its external environment, has its own interests. Inevitably, there is a need to harmonize them, and it is important for an organization to act with all interested parties in mind and be socially focused on the results of its activities. Under these conditions, such concepts as partnership, a strategy focused on the “winning of each” of the parties, become extremely important.

Exceptional value acquires the integrity of the system - as a fundamental principle of modern management. “None of the structural elements of the organization, none of the divisions have value in themselves. They are important only in the aggregate, as an integrated whole. Therefore, from the point of view of efficiency, the organization should be considered in various aspects of its functioning, in the relationship and interdependence of its components. It is important to bear in mind that improving efficiency in any individual element of the system without taking into account the consequences for others can be detrimental to the system as a whole.

With a systematic approach to the organization, a significant place is given to the philosophy of management, based on the involvement of personnel in decision-making processes, in participation in management. This philosophy, characteristic of most large companies in the world, includes the following components:

• The effectiveness of the company's activities, among other things, is determined by the quality of resources, the creation of such an atmosphere of respect and interest, and support for creative initiative. Human resources come to the fore and are its main value.
• Competitive struggle is becoming more and more a struggle not of resources, but of strategies. Companies are increasingly investing in the creation of key competencies and ensuring development prospects. An important role is played by the innovative potential of the company, the ability to develop more effective strategies and constantly develop, updating the structure and leading business processes in response to the challenges of the external environment.
• Great importance is attached to teamwork, group work; as opposed to individualism. Accordingly, the issue of decentralization of powers and delegation of responsibility to lower levels of management, the rejection of exclusively authoritarian style management, the interest of the top management of the company in improving the efficiency of the group.
• Revision of traditional personnel remuneration systems, introduction of schemes for employees to receive a share of the company's profits received by improving the efficiency of current activities.
• The organization is built as a dynamic system for which change is an integral element of development. The success of the change depends on the degree of involvement and motivation of the staff.

The sustainability of positive changes is becoming an increasingly important aspect of a company's development strategy, while efficiency is one of the indicators of its performance.

Effectiveness factors

Efficiency is a measure of both economy and efficiency in the use of resources—labour, capital, land, materials, energy, time, information, and so on. - in the production of goods and services that meet the needs and requirements of consumers. Its measurement can stimulate the improvement of the company's current activities, implementation and operation can increase labor productivity by 5-10% without introducing additional organizational change. Performance indicators help to set realistic goals and milestones for diagnosing activities in the development process of the organization.

All companies have a structure that reflects different functions, types of products or areas of specialization. Target specialization shows who exactly and what part of the organization can effectively influence each resource. In order to make informed management decisions in the field of improving performance, it is extremely important to classify all efficiency factors into groups and subgroups. This will allow you to find out the "weight" and priority of each of them, as well as to determine the responsible persons and organizational units in the company.

Modern organizations can have multi-aspect tasks and strategies for their implementation, which means that the classification of production efficiency factors should also be multi-aspect and correspond as much as possible to the structure of the organization and / or the product manufacturing cycle. This alignment can be achieved: by more accurate classification of factors and by changing the structures of the organization in order to better use these factors. In management theory, there are different models classification of efficiency factors.

One of the efficiency factors classification models helps to divide the factors into external ones: in terms of customer service and satisfaction of demand, as well as internal ones - increasing the efficiency and productivity of the company. External factors - those that in the short term cannot be controlled or influenced by the management of the enterprise, and internal - those that are under the control of the management of the enterprise and which it should influence; it is important to know and understand the meaning and ways of interaction of external and internal factors.

A study conducted by the consulting firm McKinsey determined that 85% of the quantitative parameters that affect the performance of global companies are internal and are under the control of management, and only 15% are external factors that are beyond its control. However, even if the enterprise is not able to manage external factors, they should be of interest to its management: understanding external factors can stimulate certain actions aimed at changing the behavior of the enterprise and the efficiency of its functioning in the long term.

Consider the general groups of factors that should be studied in the first place - these are factors related to the external and internal environment of the company that affect the efficiency of the enterprise as a whole.

Let us consider in more detail each of the groups of factors.

Internal efficiency factors

1. Factors related to the production process

The manufacturing process is a complex system. Improving efficiency depends on how successfully we identify and use the main factors of the system.

Based on the input-output model, the main logically sequential elements of any production process are production efficiency factors, which can be divided into four groups:

• input to the process (factors related to inputs);
• process (transformation of input resources into finished products);
• result (products and services intended for sale);
• feedback (measurement of results).

These groups of factors must be well balanced and coordinated. Feedback (in our case, the measurement and analysis of efficiency) provides the best criteria for assessing the balance and coordination of factors affecting the process and its results.

If the company's management learns to plan and use in practice effective systems for stimulating factors associated with the production process, then a significant increase in production efficiency will be an invariable result.

Feedback can be seen as a means of measuring and controlling the performance of a company. At the enterprise level, it is necessary to control the ratio of costs for the acquisition of initial resources and the cost of finished products. This measurement takes into account the conditions for doing business, the price level, the production specialization of the company, the degree of state intervention in the economy, etc. The use of performance measurement results is important in order to make effective management decisions.

A systematic analysis of the efficiency and profitability of the company's activities allows you to track the dynamics of the company's profit depending on changes in the efficiency of its activities.

At the same time, the task of the company's management is to evaluate those factors that affect the performance and take appropriate measures to use them to their advantage.

2. Factors related to inputs

This group of factors is especially important, since it most fully corresponds to private indicators of production efficiency, such as labor productivity and capital productivity. Analysis of the ratio of capital / labor and efficiency provides important information for making managerial decisions in the field of improving the quality and possible combination of resources, as well as methods for their use.

Improving the performance of companies largely depends on the optimal choice of raw materials and materials for production own products. Material output (output of products per unit of consumed raw materials or energy carriers) depends on their correct choice, includes such indicators as quantity, assortment, quality, market price; it also requires constant attention to optimizing inventory, reducing overhead costs and conserving energy resources.

Technological innovations represent the most important source of growth in production efficiency. Increasing the level of automation and the use of information technology will help the company achieve business transparency for company managers and owners, increase the efficiency of managerial decision-making, increase the output of goods and services, improve quality, introduce new marketing methods, etc.

The human factor is the leading resource in terms of improving the efficiency of the company. Consequently, companies are interested in hiring a well-educated, skilled and professionally trained workforce, which will minimize the cost of in-house training.

3. Factors related to output

In this case, we consider products from the point of view of consumer value for buyers. The combination of R&D, marketing and distribution becomes the most important efficiency factor: having a product in the right place, at the right time and at the right price determines its value to the consumer.

The key performance factors at the product release stage should be taken into account by company management, especially when designing marketing and sales, in order to increase market penetration and improve the promotion of products to the consumer. It is important for the company's management to take into account the feedback from the consumer, and immediately respond to the information received, responding to any changes in the market environment, thereby contributing to increased efficiency in the long term.

4. Other beneficial factors

In many cases, other possible classifications of production efficiency factors are useful, for example:

• factors that positively affect efficiency;
• factors that negatively affect efficiency (these are often called barriers to improving efficiency).

Management decisions are aimed at strengthening the impact of positive factors (such as interest, enthusiasm, availability of technology, etc.) and eliminating or reducing the impact of barriers to growth in efficiency (for example, resistance to change, security risks, low staff motivation, shortage of skilled labor, etc.). This process often begins with brainstorming and listing the barriers and challenges to performance improvement.

External efficiency factors

External efficiency factors are macroeconomic efficiency factors that either accelerate its growth or hinder it. It is well known that the performance of a company depends to a large extent on external economic, social, political and other infrastructure-related conditions that affect the efficiency and decision-making process of the company's management. External factors should be recognized and taken into account by the management of companies when making strategic and operational decisions. What is outside the control of individual companies in the short term may be controllable for more high levels public structures and state institutions.

1. Loop business activity and structural changes

The most important structural changes in the external environment are changes in the economy and demography. FROM structural changes in the economy associated with changes in employment patterns, capital structure, technology, economies of scale, and competitiveness. Another historically significant structural change in the economy was the shift from industry to services—trade, finance, insurance, real estate, business and individual services, and so on.

Changes in the capital structure, relative capital intensity, age and type of fixed assets - affect efficiency. The increase in capital depends on savings and investments. The age of fixed assets affects the introduction of innovations and depends on the technological changes embodied in the means of production. However, above-average capital expenditure per worker will not necessarily increase output per worker.

Competitiveness affects the efficiency of the economy as a whole and of an individual company in particular. In the manufacturing sector, it is often associated with the ability and ability of entrepreneurs to develop, produce and sell in their markets products whose prices and quality are more attractive than those offered by competitors.

Social and demographic changes. Structural changes in the composition of the personnel of companies are both demographic and social. For example:

• the improvement of world health has led to a reduction in the number of diseases, an increase in life expectancy and an increased vitality of the population;
• in Russia, workers have to compete not only with each other, but also with the influx of labor from other regions and CIS countries;
• under the pressure of economic circumstances, some older people may decide not to leave their jobs;
• the unemployment rate may also rise due to the influx of more young people into the labor market.

2. Resources

The most important resources are labor force, land, raw materials and energy carriers.

An important source of growth for companies is people with their qualifications, level of education, professional training, attitude to work, motivation and desire for development. Land is another primary resource and its use must be properly managed. The cost of land in cities affects the efficiency of its use, as well as industrial and residential architecture. The sharp rise in prices for raw materials and energy carriers that has occurred in the last decade has become one of the reasons for the decline in economic growth rates. Much of the investment made in this decade had little to do with improving production efficiency and was designed to retool the economy to accommodate higher energy prices.

Commodity prices are also subject to fluctuations. As rich and easily accessible deposits of mineral raw materials are depleted, it is necessary to move on to the development of deposits with a lower grade of ores located in more inaccessible areas, which entails an increase in the capital and labor intensity of production processes. That will negatively affect the growth rate of the efficiency of the extractive industry.

As the cost of materials rises, the economic feasibility of recovering, reusing and recycling becomes increasingly clear. From the point of view of the long-term interests of society, this approach is aimed at maintaining high quality natural environment human habitat, in which environmental issues play a significant role.

3. The role of the state. government policy

Many structural changes that affect the performance of companies are the result of relevant laws, regulations or government institutional practices. In addition, the effective work of the organs themselves is extremely important. government controlled. While government control and intervention are necessary, they are only effective if they are applied with care and a certain amount of flexibility. Increasing competition, rapid technology change, budget deficits, and the inefficiency of state-owned companies have prompted many governments to use corrective measures, including deregulation and privatization of enterprises, as well as a move towards greater reliance on market forces.

Since efficiency depends on many factors that are or are beyond the control of an individual company or sector of the economy, it is extremely important that there are such economic, social, political, legal and organizational conditions that would contribute to its improvement. These factors are interrelated, the development and implementation of a single regional or state program to improve efficiency can have a catalytic effect on similar programs at the level of specific companies.

Within the framework of these programs, it is advisable to consider a number of issues, such as:

• development of new systems and methods for determining the effectiveness of activities, collection of information and processing of statistical data;
• conducting applied research;
• preparation of expert assessments at the request of companies;
• comparison of intercompany and intersectoral performance indicators;
• implementation of real projects and consulting on the efficiency of companies;
• provision of services in the field of training and retraining of company personnel.

Companies work today and now, and efficiency issues concern them in the current and strategic mode, therefore, it is important for company leaders to develop and implement a system of performance evaluation criteria. The presence of such a system will allow the company to create and control an adequate strategy for the development of the company.

"Personnel. ru", 2012, N 3

ORGANIZATION PERFORMANCE MANAGEMENT

Performance Management, or organization performance management, is a popular strategic decision. It is based on goal-setting and performance evaluation. How to build this process so that it does not turn into disappointment? Move from formal certification to a continuous development model!

Strange as it may seem, we will start talking about performance management with a fairy tale. This story happened in one successful organization ...

Once the chief director of a successful organization visited a conference of the best and most successful organizations and heard about a new trend in personnel management - Performance Management, or performance management. He learned that for business development it is necessary to introduce this curiosity, and to organize the setting of annual goals for employees, and not to forget about their annual certification. And so he thought: how would he endow all employees with a goal, and then evaluate and compare these estimates, so that, as a result, each busy manager manages a hardworking employee more efficiently? The most important director decided to entrust this task to his disciplined HR. The disciplined HR thought and thought for thirty-three days and finally wrote a whole project on managing the performance of a successful organization, even prepared a package of accompanying documents and planned a meeting with employees. A busy manager and his subordinate, a hardworking employee, went to a meeting. The next day, goals were set and the necessary documents were filled out. And as the year came to an end, the busy manager and the hardworking employee talked again, evaluated the employee's activities for the year and transferred the data to the disciplined HR. And that - to the chief director. The chief director praised his employees for good grades and gave new instructions to the busy manager. And he became even more efficient and helped a successful organization save a large amount of money and become very successful.

Looks inspiring, doesn't it? Who among HR managers and directors has not been guided by the best of intentions when implementing Performance Management, or performance management, in an organization? In reality, this process can turn into a disappointment: in most cases, even a carefully thought-out scheme, it turns out, simply does not work. How to build a system so that it works?

Implementation of the stages of performance management

Consider performance management from a managerial point of view. This set of processes is carried out in the following sequence:

1) setting goals for the organization by management;

2) target cascading from top to bottom; setting employee goals that are consistent with the goals of the organization, and determining methods for achieving them; adjustment of goals - for example, in the middle of the year;

3) after a specified period (most often a calendar year) - a substantive discussion of the goals achieved and an assessment; transfer of results from the bottom up;

4) analysis of the results of the assessment, decision-making, change or setting new goals for the organization.

What does this mean in the "supervisor - subordinate" coordinate system? At this level, the stages unfold as follows:

1. Actually goal-setting - a meeting of a leader and a subordinate, a discussion. It is unlikely that any of the leaders today will have a question, why compare the goals of the organization with the goals of each employee. The answer is obvious: so that the employee not only knows why the organization needs him, but also tries to complete his tasks as quickly and well as possible, and work in the company brings him "a feeling of deep satisfaction."

2. It is necessary to assess the extent to which the goals have been achieved, and it is desirable to do this in writing. In order to present a report to management, an assessment alone is not enough - a detailed analysis of the situation will be required. A systematic report, including both assessments and clear conclusions on the results of the year's activities, will become one of the documents on the basis of which the personnel management strategy for the next year will be developed.

3. Based on the results of the analysis, the manager must understand how to proceed. In this phase, informed decisions are made and management activities help the organization achieve its goals. The most detailed analysis of the situation gives the manager the opportunity to respond quickly and make the most effective management decisions. This completes the circle, and performance management brings the desired results.

Why doesn't the scheme work?

So, performance management comes down to setting goals for employees and their evaluation, i.e., to annual certification. Why does this process often fail to produce the desired result?

Initially, each organization has a whole set of stable characteristics and features that make it unique and form its organizational culture. This is facilitated by both external and internal conditions. Above, we examined the stages of management activity, which in each company will be implemented in its own way, depending on the type of organizational culture. Research shows that the most common misconceptions when using a performance management system are:

1. Basically, the HR service is responsible for the process, and the actions of employees and managers fade into the background.

2. The HR department only needs final grades for reports.

3. "Correctly" set goals will be automatically achieved by the employee.

These misconceptions are often the reason why the implemented performance management processes are ineffective. Let's consider them in order.

The first and one of the most common reasons is the opinion that goal setting and performance evaluation are primarily needed by the HR department - for statistics, comparison of indicators, payroll and other interesting activities. This is the impression that any employee can get when watching how an HR manager, despite the late hour, in the sweat of his brow composes a mailing list - a reminder of setting goals for the year or postponed assessment deadlines by a week. As a result, it remains unclear what benefits both the leader and the subordinate derive for themselves. But it is obvious that the HR specialist is working with full dedication on this project and does not protect himself.

The second reason is a shift in priorities and a rather formal attitude to the process on the part of employees. After all, what does it look like in reality? Since the beginning of the year, project after project has piled up, rush jobs, force majeure, and at best, six months after setting goals, we get: “Where is this file? Ah, here it is. But this is completely irrelevant! We will have to rewrite all the tasks again. Wouldn't it be nice to find time for that too? Or maybe him? For the personnel department, it will do! After all, they only need final grades from us. " And the HR service then receives the same, as a blueprint, the formulated goals and certification results.

The third reason is that goal-setting is given too much of a role. Considering that the employee will perfectly achieve everything himself, if the goal is set correctly, the manager relieves himself of the lion's share of responsibility. As a result, he does not make adjustments to the usual management style, does not pay the necessary attention to the development zones of the subordinate. This is often the result of a failure to coach. Meanwhile, beautifully formulated goals at the beginning of the year can motivate anyone - maybe even for a couple of months. Without further support and coaching from the manager, goal setting can be considered useless.

In general, the inefficiencies and problems of traditional performance management are reflected in the decline in key business indicators. It's like an engine running low on fuel and oil. It is easy to see that all of the above reasons are rooted in the characteristics of the organizational culture - primarily in the management's ideas about the structure of the performance appraisal process and attitude towards it.

Transition to the model of continuous development of employees

So, we found out that in general terms, performance management processes involve cascading goals and analyzing them from the bottom up. If a business needs to achieve new heights, we formulate the overall goal of the organization. Then we move from top to bottom, and the goals of the organization are expressed in the goals of each individual employee. And employees are expected to perform tasks more effectively. But we know: nothing will happen automatically, of course - you can't let processes take their course.

The introduction of a continuous employee development model is an organizational change designed to improve the performance management process. The key tasks are:

1. Formation of the attitude of managers to the development of their subordinates.

Employee development should be seen as a continuous process, not limited to two business meetings at the beginning and end of the year. The contribution of the HR department here will be the most significant. The main task at this stage is to achieve a proper attitude towards development as a process throughout the organization. Once established in organizational culture attitude to something is unlikely to change quickly, and one must be prepared for the fact that it will take a long time. You can choose different tools - newsletters, posters in the office, videos, announcements on corporate websites, as well as meetings, conferences and specially organized events, etc.

2. Determining the competencies or skills that employees need to perform their assigned tasks in this position.

This list will help determine which skills an employee already has and which need further development. Even the simplest competency model can help you do the following:

Build a dialogue between the manager and the subordinate, identify employee development areas that require special attention;

Compare the results of assessing the performance of employees among themselves and analyze the situation;

Be guided by a specific list of requirements when hiring new employees.

Thus, it is possible to connect business processes in the areas of personnel selection, training and development with performance management.

3. Creation of individual development plans for employees of the organization.

Today, there are many types and names of such documents: a development plan, a career plan, a training plan, etc. In organizations striving to take a leading position in the market, it is customary to use a kind of consolidated document that combines all the functions of the above. The main purpose of the development plan is to show what skills the employee currently has, what needs to be developed and how exactly to do it. Development tools are usually the following: business trainings, conferences, coaching and mentoring, cross-functional development, participation in informal associations such as a football team. To store and analyze employee development plans, various electronic programs are used to simplify implementation and reporting.

4. Training managers to conduct coaching.

Research shows that the coaching approach helps to achieve much best results compared to the traditional approach to performance management. In the coaching process, the manager does not tell the subordinate how to behave, but gives advice and feedback that helps the employee achieve the goal. Coaching makes the development process of the subordinate continuous. Feedback acts as a powerful stimulus for the development of professional skills of both the employee and his manager. One knows how and why he works, the second learns to effectively manage people. Together they learn business communication and detailed business case analysis.

5. Creation of a culture of discussion of the activities of employees.

If you want innovation to be adopted, give employees the opportunity to talk about it. The HR department needs to plan formal and informal events that will help engage employees in a discussion about their goals and current activities. Such events, held on a regular basis, help maintain interest in ongoing changes and facilitate the exchange of impressions and experience. So, formal events can be devoted to the following issues:

Setting individual goals and evaluating their implementation;

Status of individual development plans;

Conducting a 360 degree assessment;

Implementation of internal assessment or self-assessment of activities by employees.

Guide to action

Once a knight was walking in the desert. He walked for a long time, was very tired and dreamed of getting to the water. He lost his horse and armor along the way, he had only a sword with him. Suddenly a lake appeared ahead. But by the very lake sat a terrible three-headed dragon. The knight took out his sword and began to fight the dragon with all his strength. He fought for a day, the second he fought ... He chopped off two heads. When the exhausted dragon collapsed to the ground, a tired knight also fell nearby. And the dragon asked:

Knight, what do you want?

Drink water.

Well, I'd drink...

No matter how good the strategy may seem, putting it into practice requires attention not only to the goal, but also to the mechanism for its implementation. The continuous development model is beneficial for everyone - the organization achieves the best business goals, and employees are involved in this process. The following recommendations can be made to help you implement the changes:

1. Major innovations will take a long time. The proposed process optimization is not limited to HR and HR processes - it will cover the entire organization.

2. Start small. Success breeds success - try to implement changes first in one department or pilot group, then go to the level of the organization as a whole.

3. Organize communication. High-quality communication when implementing organizational changes does not happen much. Use different communication methods and encourage feedback from employees.

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The essence of corporate governance

The essence of corporate governance is the implementation of the corporate governance cycle to achieve the maximum efficiency of the corporation, which is the main criterion for corporate governance.

Currently, Western scientists propose a firm management cycle, consisting of four stages (Fig. 11). In particular, such a scheme is proposed by Meskon, Albert and Hedouri. However, in our opinion, such a representation is too truncated and is not suitable for such a large association as a corporation, so we propose an extended management cycle containing seven stages (Fig. 12).

Rice. 11. Firm management cycle

We believe that in order to implement the control cycle shown in Fig. 12, the management company must determine and agree with the subordinate enterprises the list, structure and scope of information on the operation.

Rice. 12. Corporation management cycle

The list should contain sufficient information to obtain a complete and reliable picture of the situation at the enterprise, and at the same time be concise.

One of the levers of influence on the head of a subordinate enterprise may be the procedure for distributing profits from the project to participating enterprises. Another leverage may be the delegation of specific powers from the corporation to the enterprise. The management company determines the policy of the corporation as a whole, and the heads of enterprises determine the policy of the activities of their enterprises in accordance with the general policy and interests.

The corporation, in turn, can act as a representative of enterprises before the state, for example, as a single taxpayer. Since each corporate association has certain goals of functioning, it must be managed in accordance with these goals. The stages of management by goals are shown in fig. 13.

Corporation efficiency

In order to manage efficiency, it is necessary to clearly define what corporate efficiency is, how to combine various commercial structures, and also be able to measure the value of operational efficiency. To measure the effectiveness of the functioning of the corporation, it is necessary to determine the effectiveness of the enterprises-participants. To do this, we recommend using a resource indicator - the overall profitability of the enterprise. Formula (1) is used to calculate the efficiency indicator.

E - the efficiency of the enterprise;

PE - net profit of the enterprise; VA - gross assets of the enterprise.

For enterprises operating within the framework of the shopping center, it is equally important to measure the integral efficiency, since this is the main integral indicator that allows you to assess whether or not the volumes of production of the final product correspond to the planned values ​​when using all the resources of the shopping center, as well as to assess how effectively the interaction of enterprises within the technological chains.

The integral efficiency of the shopping center operation shows what integral economic effect is obtained by the technological chain from the use of all the assets of the shopping center.

To determine the integral efficiency of the technological chain, formula (1) can be represented as:

;

;

NP i - net profit of the i-th enterprise; VA i - total assets of the i-th enterprise;

n is the number of enterprises in the technological chain.

Thus, the integral efficiency of the technological chain is equal to the quotient of dividing the total net profit by total assets.

Comparing the obtained calculated value with the planned one, we can conclude how far the enterprises participating in the shopping center deviated from the planned indicators in one direction or another.

We would like to note that each technological chain is a separate production process, therefore, for the management of a corporation, the values ​​of performance indicators are necessary to compare different chains with each other, regardless of the number of participating enterprises and the number of technological cycle operations. The question of the effectiveness of the functioning of specific technological chains becomes decisive, since the state of the entire system - the corporation - depends on the results of the activities of the components.