Anglo-American model of corporate governance. Models of modern corporate governance

The history of the formation of corporate structures has its roots in ancient times, but as such, corporate governance models began to take shape only in the 20th century. Their emergence is directly related to the rapid development of financial markets at the beginning of the 20th century. (primarily in the USA), which significantly changed the nature of corporations, namely:

• corporate ownership became more fragmented;
• in fact, a class of professional managers was formed and there was a transition to the management of corporations on a professional basis.

During this period, thanks to research into the problems of the relationship between owners and managers of corporations by T. Veblen in the USA, W. Rathenau in Germany, R. Hilferding in Austria and others, one of the fundamental principles of corporate governance was formed and established - the principle of separation of ownership and control rights. Its essence is that the shareholders are the owners of the capital of the corporation, but the right to control and manage the capital belongs to managers who are hired agents accountable to the shareholders. However, the interests of owners of capital and managers managing this capital do not always coincide. The principle of separation of ownership and control gives rise to the problem of the mismatch between the interests of owners and managers hired by them, the so-called agency problem. In the 70s of the XX century. American scientists M. Jensen and W. Meckling created the theory of agency costs. They defined agency costs as the amount of losses for owners, which is associated with the division of ownership and control. An appropriate corporate governance model should be designed in such a way as to minimize agency costs. To do this, it is necessary to form appropriate mechanisms for external and internal control over management activities. However, approaches to the formation of external and internal control mechanisms are different. Detailed acquaintance with the peculiarities of the organization of corporate structures in various highly developed economic terms countries allows us to distinguish three typical models: Anglo-American, continental European and Japanese (Asian). Features of corporate governance exist in the countries of the Arab world and Latin America. In addition, in a number of countries with economies in transition, experts identify a special model, the so-called entrepreneurial one. Next, we will conduct a brief comparative analysis of the most common corporate governance models in order to outline, at least in the first approximation, the ways of forming such a model in relation to Russian reality, to identify the main players and their role in the field of corporate governance.

Anglo-American model of corporate governance. The main distinguishing feature of the Anglo-American model is that only shareholders of a corporation have the right to influence the process of making strategic decisions. That is, the interests of the corporation are identical to the interests of its shareholders. Managers and employees act as agents of the shareholders, who delegate them certain rights for the operational management of the corporation.

Another important feature of the Anglo-American model is the very high fragmentation of the block of shares of corporations. This model is characterized by the fact that the number of shareholders in large companies amounts to tens and hundreds of thousands, and the largest blocks of shares make up only a few percent. In practice, this means that none of the shareholders has the ability to really control the actions of the corporation's management. Control becomes possible only if the efforts of a group of shareholders are united.

A characteristic feature of management in such a model is the presence of individual shareholders in corporations and the constantly growing number of independent shareholders, i.e., not associated with the corporation, or outsiders.

In the legislation of countries where the Anglo-American model dominates, there are a number of rules prohibiting banks from engaging in investment activities and limiting the ability of financial institutions to own large blocks of shares in corporations. In the USA, this norm was established after the crisis of 1929 as a reaction to the massive speculation of banks with the securities of companies.

The Glass-Steagall Act (1933) prohibits banks from holding equity capital either directly or indirectly through affiliated investment banks, the Securities Dealings Act (1956) prohibits banks from owning more than 5% of the voting stock of any non-savings company or control the industrial enterprise in any other way.

Under such conditions, financial institutions turn into "portfolio investors" that do not have sufficient opportunities to interfere in the current state of affairs in the corporation. "Dispersed" investors, unable to control the affairs of the corporation, are extremely sensitive to the availability of information, to any manifestations of trouble. That is, for corporations, the external attributes of effective corporate governance are extremely important - the openness of information, the board of directors, which defends the interests of shareholders and has a predominantly independent composition.

In such a model, the state is assigned a secondary role, it is seen as an undesirable element of corporate construction. The participation of the state should be limited only to the establishment of common rules for all market participants.

In addition, the institution of case law plays an important role in such a model. Moreover, case law is necessary condition the existence of such a model. It allows society to form an understanding of the responsibilities of management towards owners. Society, accumulating a history of precedents, thus forms a "complete contract". However, it is impossible to argue that such mechanisms solve the problem of transparency of management and its actions in favor of maximizing shareholder profits. In general, it can be considered that the satisfaction of the interests of shareholders is the dominant goal in the Anglo-American model.

The main body in the Anglo-American model of corporate governance is the board of directors. The board of directors elected by shareholders protects their interests by controlling the appointment, voting procedures, the financial condition of the corporation, the use of capital, and also ensures the legitimacy of the activities and social responsibility of the corporation. In the US, the majority of boards of directors are outsiders - independent directors, which, of course, helps to strengthen control over the activities of management. In the United States, a balance of rights has been created that enables managers to perform their functions without interference, and shareholders to exercise control over their activities.

The United States is the undisputed leader in the field of corporate governance, and the principles developed there are universally recognized, they are accepted in all countries, even those dominated by other than the Anglo-American model of governance. The essence of these principles is reduced to maximum openness and fairness, ensuring equal access to information for all participants.

As a rule, there are six main interrelated principles.

1. Reporting. Obligations to shareholders.

Both the board of directors and the management of the corporation must be accountable to the shareholders. They must be open to any request from shareholders. Shareholders must have complete and reliable information about the biographies of candidates for the board of directors.

1. Transparency. openness.

All corporations should strive to use generally accepted international reporting standards. Codes of principles for dealing with shareholders should be adopted. Management must report to shareholders on how they adhere to this code.

1. Fair attitude.

Equal treatment should be ensured for all shareholders, including foreign ones.

1. Voting methodology: materials for voting by proxy, counting of votes, voting technology.
2. Codes of principles.

All corporations need to develop an appropriate code of principles for dealing with shareholders, which must be strictly followed.

These codes need to be reviewed periodically to ensure corporate governance standards are globally competitive.

1. Strategic planning.

The board of directors and management of the corporation must have a strategic vision.

The actual practice of using the Anglo-American model of corporate governance is diverse and does not fully correspond to the settings of the model itself.

The main disadvantages of the model are:

• excessive focus on the short-term interests of investors - this is facilitated by the high transparency of relations, the publication of quarterly reports (but the main thing here is that the stock market is focused on short-term benefits);
• the stock market does not reflect the true value of assets, since it depends on the actions of individual large players;
• unjustifiably fast growth wages and other senior management remuneration.

However, the experience of recent decades clearly shows that the Anglo-American model has a very large development potential.

See: Corporate Governance. Textbook / Ed. V.G. Antonova.

The organizational model, which is designed, on the one hand, to regulate the relationship between company managers and their owners, on the other hand, to coordinate the goals of various stakeholders, thereby ensuring the effective functioning of companies, is called the corporate governance system.

Currently, among the existing various corporate governance systems, most researchers identify four models that most clearly characterize the various approaches to corporate governance: Anglo-American, German, Japanese.

Corporations in different countries different approaches to solving organizational and managerial problems. These features depend on a number of factors: the presence legal framework, the established practice of business communication in the country, the economic situation, historical experience, culture, etc., hence - different models corporate governance.

A corporate governance model is an organizational model by which a joint-stock company must represent and protect the interests of its members.

The main thing that distinguishes one model from another in the corporate governance system is:

Composition and structure of key participants;

Their rights and obligations;

The mechanism of interaction between them;

The procedure for the formation and the possibility of action of the board of directors and the board of directors of the joint-stock company;

Share in the authorized capital of individual legal entities and individuals;

Obligations to report information about the activities of the corporation.

The main characteristics of corporate governance models can be visualized in tabular form (see table).

The Anglo-American model is aimed at maintaining high flexibility of management systems, adapting the company to greater mobility external environment, development of innovations. It is often referred to as the outsider model because the shareholding structure

Table 3. Main characteristics of corporate governance models

capital is predominantly dispersed among individual investors. The basis of the American model is the principle of competition and competitiveness.

The German and Japanese models are characterized by greater stability of the external and internal environment enterprises, less risk of bankruptcy and conflicts of interest. Researchers note the following features in the corporate governance of countries that adhere to the German-Japanese model: high job security, the small role of the stock market, the dominance of labor over capital in the assessment of production factors, and the strong role of state regulation of the economy. However, having a number of common features, these models also have significant differences. Thus, in the German model, the majority owners of equity capital - banks, are institutional investors. Due to the high concentration of equity ownership, the model is often referred to as the insider model. The basis of the German model is the principle of social interaction, which lies in the deep traditions of the German economic system. In accordance with it, corporate governance is aimed at achieving a balance of interests of major shareholders, labor collective, business partners.

The share capital structure in the Japanese model is formally dispersed. Joint-stock property is formally dispersed, but in fact concentrated within the framework of large financial-industrial groups - "keiretsu". This gives specificity to the structure of company management. Features of the Japanese model of corporate governance stem from the principle of collectivism. It relies on the age qualities of top managers, traditions Japanese culture, lifetime employment systems.

The considered models of corporate governance are not mutually exclusive. On the contrary, the last decade has been characterized by the convergence of various corporate governance systems. This trend is typical for almost all leading countries of the world. This process confirms the absence of an unequivocal answer about the effectiveness of a particular corporate governance model.

Each model has its own characteristics, as well as strengths and weak sides. According to Dementieva A.G. it is fashionable to present their decomposition in the form of a table (Table)

The reform of the Russian economy initially proceeded with an orientation towards the Anglo-American model of corporate governance. This was reflected in the main provisions of the Federal Law "On Joint Stock Companies". However, since the second half of the 1990s, experts began to point to the turn of the Russian economy towards the German-Japanese model, more closed, based on banking control and financing.

In the context of globalization of the economy, the theory and practice of corporate development points to the tendencies of convergence of models, their interpenetration. This makes it expedient to apply a differentiated approach to the orientation of the economy to a particular model.

In the modern Russian model of corporate governance, one can distinguish not only similarities with the Anglo-American model (significant dispersion of equity capital, dominance of a passive owner) and with the German one (active involvement of banks in corporate structures, low degree of development of the stock market, low liquidity of shares, low degree of disclosure of information about AO) but also distinctive features (active participation of the state in the share capital, massive violations of the rights of minority shareholders, and others). First of all, the Russian system of corporate governance is characterized by a high degree of uncertainty of external and internal development factors.

Table 2. Advantages and disadvantages of corporate governance models

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Corporate governance is characterized by a system of relationships between shareholders and the management of the company and a system of mechanisms by which shareholders can control the work of the company and the activities of its leader. There are several types of corporate models: Anglo-American model (outsider), German model (insider), Japanese and family.

The Anglo-American and German models are as different as possible, at the same time, there are many similar models between them that have adopted certain features of the main ones. For example, in Germany and Austria, a purely German, undiluted form of corporate governance is used, but in the Scandinavian countries, as in France, certain aspects of this model are applied.

German control system

The German (or German) management model is very similar to the Japanese one, which is why it is sometimes called the Japanese-German. However, there are still certain differences between them. The founder of the German model of corporate governance is considered to be a sociologist, scientist and economist who lived at the beginning of the 20th century, Marx Weber. Soon it became widespread in Germany, Austria, Switzerland and other Western countries, remaining relevant in our time.

Usually the German managerial model is used in two cases:

1. Low degree of development of the stock market.
2. The concentration of equity capital in the hands of various institutional investors and a small share of it in private investors.

Model Structure

There are 3 levels of management structure in Germany.

• The supreme governing body - general meeting shareholders. It aims to address the following questions:

1. selection and dismissal of members of the management board and supervisory board,
2. appointment of an auditor
3. development of various additions and amendments to the charter of the company,
4. determination of the order of spending the total profit,
5. Liquidation of company.

The frequency of meetings of shareholders varies in each company, as it depends on the charter. In addition, the meeting may be held at the initiative of members of the governing body or shareholders holding at least 5% of the shares. Before the meeting, an agenda is published, which informs the issue and options for its solution. Each shareholder during the day has the opportunity to offer their own version of the development of events. Decisions at the meeting are taken by a majority vote, but come into force only after they have been notarized.

• The functions of the Supervisory Board include control over the economic activities of the company. It includes shareholders and employees of the company. In addition, often the supervisory board may include people who have close ties with the company (employees of banks, other firms, etc.). The number of representatives depends on the size of the company. The minimum number of representatives of the Supervisory Board is at least 3 persons, however, according to German law, there must be much more of them.

The main task of the supervisory board is the selection of managers of the company and control of their activities. Members of the Supervisory Board take decisions by majority vote.

• The board of the company is formed from managers. The responsibility of the board includes direct economic management of the company and responsibility for the results of this activity.

Board members are usually appointed for up to 5 years. Any other commercial activities they are prohibited from doing so. Board decisions are taken by consensus (when decisions are taken without objection from a majority of those present).

The German (or German) management model is characterized by the following features:

1. Consent between employees and management.
2. Long-term cooperation.
3. Financial systems in which the key link is the bank.
4. Outsider dominance.
5. Focus on other stakeholders.
6. Promotion of vocational training.

Vocational training (and its quality) is extremely important in Germany. Special attention is given to technical and engineering education, which is considered one of the best in Europe. The education system provides the necessary training for young people between the ages of 16 and 21.

70% of workers have vocational education various enterprises in Germany, who were trained and passed for qualification. For comparison: only 40% of workers in the Netherlands and 30% in England and the USA have such qualifications.

All workers and professionals in Germany are constantly confronted with new technologies, adaptation to which is necessary for their further development. successful work Therefore, stimulating the professional growth of employees plays a huge role. If there is a desire and knowledge, there will be a result.

Technical training of managers

General managerial training is not highly valued in Germany, but all German managers can rightly be considered professionals. Until the 80s, management was generally not considered as a separate, independent discipline, since the Germans were sure that such training would give rise to selfishness, disloyalty and disregard for product quality among employees, which is detrimental to any company.

In the 1980s, two business schools for management were established. But for German managers, a higher technical education or a doctoral degree in the scientific and educational classification is more typical.

Demanding attitude to competence

Germans value discipline and self-control. Professionalism plays a crucial role in culture.

Expanded scope of authority and responsibility

When line personnel have sufficient qualifications and competence, they need less control from the administration. The Germans believe that the staff does not need motivation from the manager at all - the leader is needed only to assign tasks and solve technical problems that arise during their implementation.

Loyalty from managers

Corporate loyalty is more common in Germany than, for example, in the USA, as here employees stay in the company much longer - more than 8 years. If for the British or Americans such experience seems disastrous for the company, then for the Germans this is quite normal, since experience makes it possible to achieve required level competence.

In Germany, such a concept as shadow deputies is common. Such employees are trained by managers as their deputies, who can perform their duties in case of illness or other situations when circumstances prevent the manager from going to work.

Innovation and quality

The main competitive advantage of German companies is the quality of products, their timely delivery, installation and maintenance. Due to the high level of income, German consumers can pay big money for decent quality.

Effective labor relations

Stable relationships between managers and their subordinates are the key to success for any German company.

Production management is formalized

The Germans attach great importance detailed description labor functions and procedures. Therefore, at German enterprises there is a high degree of formalization in the form of various instructions, instructions, rules. This trend is especially pronounced in large corporations.

The main differences between the German and American models

1. The American management model is characterized by the dependence of shareholders on corporation managers. However, this also increases the role of the corporate control market, through which control over the managers of joint stock communities is exercised. Managers generally play a big role in the US.
2. The German management model, on the other hand, is highly dependent on shareholders, who can form large, influential communities, thus controlling management. But the Germans practically do not recognize management as an independent medicine.
3. Lack of attention from minority shareholders.
4. Insufficient information transparency of companies.
5. A complex system of investors investing in companies, especially in comparison with the UK and the USA.

Disadvantages of the German Corporate Governance Model

The German management model is quite effective, although, like any system, it has its drawbacks. The German management model is based on responsibility, qualification and independence. Like the American model, it has some features similar to the Russian form of government.

Corporate governance systems vary from country to country. The distribution of functions between the board of directors and executive bodies differs, the structure of share capital differs, the role and participation of other interested parties (stakeholders) in the life of the company differs. Undoubtedly, the traditional corporate governance system is influenced by the peculiarities of the cultural and economic structure and the development of the stock market. The ratio of all these factors and characteristics makes it possible to speak of various “models of corporate governance”. Traditionally, there are three models of corporate governance - the Anglo-American model, German (Rhine) and Japanese.

The main economic features that influenced the formation Anglo-American model, are the following :

• high degree of dispersal of share capital. Among the largest American companies, a very small number have large by American standards (as a rule, owners of no more than 2-5%) shareholders. The main owners of the capital of these companies are a large number of institutional (pension, insurance and investment funds) and even more small (minority) private investors. As a rule, the funds of these investors are distributed between a large number companies, and the shareholders themselves are not connected with the companies by any relationship other than shareholding. The dispersion of investments allows investors to be ready to accept a high degree of risks associated with the activities of companies.
• Most investors are focused on short-term goals, on receiving income due to exchange rate differences.
• The stock market is highly liquid due to such a share capital structure and regulatory features.
• Capital structure and high liquidity lead to high prevalence hostile takeovers. The stock market is not just a stock market, but a market of companies - through it the transfer of control over the largest companies is carried out.
• Due to the peculiarities of legislation and business tradition of the last 60 years, banks play a minor role as shareholders, their relationship with companies does not go beyond the “borrower-lender” relationship.

The following advantages of the Anglo-American model are distinguished:

• A high degree of mobilization of personal savings through the stock market, the ease and speed of their flow between companies and industries.
• Investors are focused on finding areas that provide a high level of income (through the growth of the exchange rate difference or high dividends), the willingness to accept increased risks for this, which stimulates companies to innovate, search for promising areas of development, and maintain their competitiveness.
• Ease of "entry" and "exit" for investors in the company.
• High information transparency of companies, resulting from these features.

The main disadvantages of the Anglo-American model:

• High cost of capital raised.
• The orientation of top managers who are forced to take into account the expectations of investors, mainly for short-term goals. They try to avoid steps that can lead to a decrease in the share price.
• Exaggerated requirements for the profitability of investment projects.
• Significant distortions of the real value of assets by the stock market, high risk of revaluation (more often) or undervaluation (less often) of assets.
• High level of remuneration for top management.

hallmark The Anglo-American model of corporate governance has become the so-called “unitary” (single-level) board of directors, which includes both executive members (company managers) and non-executive (non-employees of the company), some of which are “independent” directors who have no relationship with the company in addition to being a member of the board of directors. In recent years, after a series of corporate scandals and bankruptcies caused by fraudulent actions by management and insufficient control by boards of directors, the number of independent directors in companies has been growing.

German (Rhine) model corporate governance was formed in the context of the following economic features:

• High concentration of share capital in the hands of medium and large shareholders and a wide practice of cross-ownership of shares. Institutional and small private investors, until recently, owned a small amount of shares and passively participated in the decision-making process in companies.
• Banks, as well as other industrial companies, have a great weight in the ownership structure of companies, connected with the companies whose shares they own, not only by property relations, but also by business interests. Both large and small shareholders are "patient shareholders" focused on long-term goals. Until very recently, dividends have been the predominant form of income from shareholding.
• The stock market, until recently, had less liquidity compared to the US and UK stock markets. To attract financing, companies are more actively using banking instruments.
• The structure of equity capital and low liquidity determine the insignificant impact of hostile takeovers on the corporate governance system.

The main advantages of the German model are considered:

• Lower cost of raising capital compared to the US and UK.
• High level of company stability.
• A higher degree of correlation between the company's fundamental value and the value of its shares.

Among the shortcomings of the German model are the following:

• More complex, in comparison with the US and the UK, is the "entry" and "exit" of investors' investments in companies.
• Low degree of information transparency of companies.
• Insufficient attention to the rights of minority shareholders.

A hallmark of the German corporate governance model has become a "two-tier" board of directors - a rigid division into a supervisory board, consisting of external directors who are not employees of the company, and the board. The Supervisory Board must include representatives of banks and employees of the company.

Japanese model corporate governance has the following features:

• A high degree of concentration of share capital in the hands of medium and large shareholders and the widespread practice of cross-ownership of shares between companies belonging to the same group (keiretsu). Institutional and small private investors until recently had a small amount of shares and behaved passively.
• Banks play an extremely important role in the company's activities. Each industrial group has its own bank, which is its core, acting as the main regulator financial flows in it, and, as a rule, is an important shareholder of the company. All shareholders are focused on the long-term goals of the companies' development. Dividends were the predominant form of income per share.
• The stock market, until recently, had much less liquidity compared to the US and UK stock markets. Banks were used more actively to raise capital.
• The capital structure and low liquidity make the influence of hostile takeovers on the corporate governance system extremely insignificant.

The main advantages of the Japanese model:

• Low cost of raising capital.
• Orientation of investors to long-term development.
• Orientation of companies to high competitiveness.
• Greater level of company sustainability.
• A higher degree of correlation between the fundamental value of the company and the market value of its shares.

Disadvantages of the Japanese model:

• Very difficult "entrance" and "exit" of investors' investments.
• Lack of attention to return on investment.
• The absolute dominance of the banking form of financing.
• Weak information transparency of companies.
• Insignificant attention to the rights of minority shareholders and a low level of protection of their rights.

Formally, the structure of the board of directors of a Japanese company repeats the American one. In practice, almost 80% of Japanese open joint stock companies do not have independent directors on their boards, and the boards themselves, as in Germany, are the conductors of the interests of the company. At the same time, two distinctive features of the German model - the representation of banks and company employees - are absent here. Almost all members of the boards of directors of Japanese companies are representatives of senior management or former managers.

Characteristics of the main models of corporate governance

The corporate governance systems of other countries contain elements of the models described above.

In France, corporate governance is characterized by the following features:

• High degree of concentration of capital. The corporate sector represents the largest group of shareholders.
• Some of the largest companies are owned by the state.
• Big number shareholders does not take part in the control.
• Both one-level and two-level structure of boards of directors is possible.

Sweden has a system of unitary (single-level) councils, but unlike the United States, the participation of representatives of the labor collective is legally fixed, and the participation of management is reduced to the inclusion of the president of the company in the council.

1. The concept of the corporate governance model, its essence and content

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. talking legal language, 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 separately. 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 of the financial and economic situation of many industrial enterprises necessitated the search for new forms of economic relations between enterprises that provide 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.

2. Classification of corporate governance models, their Comparative characteristics and systemic features

In each country, the corporate governance system has certain characteristics and constituent elements that distinguish it from the systems of other countries. On the this 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 characteristics of the models according to these features are given in Table 1.

Table 1 - Main characteristics of corporate governance models

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 different 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 can 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.

The considered models are characterized by shortcomings.

The Anglo-American concept of corporate strategy, with its system of corporate relations of related companies, can lead to destructive mergers and acquisitions. In Japanese corporations, these tendencies are weakened by the organization of interfirm relations on the basis of partnerships.

Experts note a decrease in the share of bank loans in the financing of Japanese corporations. This shows the trend of reorientation of the Japanese economy to the Anglo-American model. The validity of such a transformation is confirmed by the lower growth rates of Japanese corporations in the last decade.

3. The future of the corporate model

The corporation is by far the dominant form of organization in modern world. Corporations are used in business, public and charitable organizations in all countries moving towards the creation of a democratic society.

Since modern world economy built on models Western world, then the corporation has become the most important institution of the modern international economy. Today it dominates as a form of business organization in all countries following the path of economic development. The crisis that broke out in the United States affected all the main centers where the power and influence of corporations is concentrated. He once again confirmed that it is impossible to blindly follow the imported models of organization, that this is an area of ​​finer socio-cultural legal adjustment of emerging relations, that the forms of management that arise in a particular country, primarily property, are the realities of business globalization.

European countries, under the pressure of the increasing internationalization of relations in which their companies enter, were forced to develop a generalized code of corporate governance, which has already undergone several editions. It shows that European corporations are increasingly encouraged to follow the main parameters of the American model: increased transparency, tighter accountability, strengthening the system of checks and balances between management and the board representing shareholders. The adopted recommendations so far, in contrast to the United States, where many issues are resolved by law, are advisory in nature. But the growing trend towards European unification means that corporations that do not follow the recommendations may face various problems, including restrictions on access to sources of capital.

Japan is also gradually beginning to accept the general rules of the game. Transparency of corporate governance is a concept not included in the lexicon of a Japanese manager. In this country, the boards of directors are made up of top managers from related corporations and banks that control the industry. Outside directors are rare, but the justice department of this country is trying to pass a law on mandatory outside directors.

Thus, the world is gradually moving towards the unification of corporate governance principles, which are based on the most dynamic and rapidly developing American model.

Today in Russia there are no conditions for either the Japanese , nor for American models. Continuity with the organization, ethics and traditions of Russian business at the beginning of the last century has been almost completely lost. Rigid ethical standards Old Believers, the Russian analogue of Western European Protestantism, today cannot have a serious impact on new Russian entrepreneurs. The latter were formed in the era of the dominance of the morality of the Bolsheviks, for whom the end always justified the means. It is this norm that dominates today in Russian business.

The idea of ​​financial-industrial groups (FIGs), controlled by the state, was gradually replaced by economic practice, and in its place the idea of ​​FIGs based on the merger of banking and commercial capital with the most profitable industries was established. Arose what in modern Russian practice is called an oligarchy. The interests of oligarchic groups and the state bureaucracy intertwined, while the struggle of individual groups for influence in the state leads to tangible progress in the highest echelons of the state apparatus. At the heart of everything is the redistribution of state property and the further enrichment of the oligarchs.

As many political analysts note, for the normal development of Russia, a significant renewal of the political elite is necessary. But at the same time, one should not forget that all the “new” echelons of this elite are closely connected with business. And this relationship is not static, it develops along with the society itself. At the initial stages of the reforms, the top of the business elite were cooperators. They were replaced by representatives of firms that made huge capital swaps on the export of raw materials. And, finally, in the second half of the 1990s, bankers and financiers rose to the top, successfully speculating on the financial difficulties of the state. Through GKOs, tax exemptions, various credit schemes, and loans-for-shares auctions, they organized the rapid pilfering of state property and established their control over new financial and industrial complexes.

Therefore, the initial goals of the creation of FIGs, which were meant by the state and the directors' corps, namely, the strengthening of state influence on a large, primarily defense, industry and protection from the pressure of new aggressive business structures were not achieved. Quite the contrary: it was the new business elite that established its control over the most attractive sectors - the food and gas industries, ferrous and non-ferrous metallurgy, and pharmaceuticals. And now the process of establishing control over enterprises in the defense industries has begun.

At the same time, calculations that the Russian business elite will turn to the experience and traditions of world business seem to be very illusory. On the contrary, Russia's new business elite is actively resisting the invasion of foreigners into their possessions. She achieved a ban on servicing Russian residents foreign banks, put under the control of Russian firms all the activities of foreign construction firms through mandatory certification, actively blocks the intrusion of Western firms into the markets of oil, metals and other raw materials. At the same time, the most advanced firms have already retrained their key personnel abroad.

Russia has formed its own model, unlike any other country, in which there are many shortcomings. But if we look at the perspective of the development of systems of economic democracy in the world as a whole, then one can easily see powerful trends towards a more universal consensus. This is clearly seen in such processes as the informatization of the world economy, the formation of global production and distribution systems. Transnational mergers recent years also lead to the strengthening of the dominance of the American model of corporate governance.

The experience of all newly industrialized countries suggests that at the stage of "chasing the leader", when the overall development strategy can be more or less explicitly defined as copying the experience of others, the role of the central government can hardly be overestimated. This path was followed in due time and recognized leaders modern industrial development - Japan and Germany. But, having reached the leading positions, these countries are faced with the need to radically revise their corporate governance systems, the place and role of their business elites in a wider perspective. These countries have to increasingly integrate into the global process, to play by world rules.

Therefore, in summing up, it should be noted that although in the short term the governing role of the state can be strengthened, this should not be an end in itself. For example, at this stage, only the will of the state will help Russia resolve the problems associated with the dominance of the oligarchs and move on to normal economic development. Ultimately, strategically, Russia must embrace the ideas underlying corporate governance that are being promoted by the most advanced countries, including the United States.