КОРПОРАТИВНОЕ УПРАВЛЕНИЕ В РОССИИ

Руди И.А.

Аспирант; Национальный Исследовательский Томский Политехнический Университет

КОРПОРАТИВНОЕ УПРАВЛЕНИЕ В РОССИИ

Аннотация

Механизмы корпоративного управления в России особенный интерес, так как они являются результатом крупномасштабных институциональных экспериментов, проведенных правительством России в начале 1990-х годов . Процесс приватизации не достиг справедливого распределения собственности. В процессе этого перехода в России компании пытались принять элементы как англо-американской, так и европейской систем управления. Среди характерных черт современного корпоративного управления в России можно выделить следующие: нарушения законодательства, отсутствие доверия вне сферы личных отношений; сильная опора на личные связи для предоставления информации, влияние государства и враждебное отношение к иностранным инвесторам. Кроме того, государство играет важную роль в экономике, гораздо большую, чем во многих западных странах. Исследования показывают, что иностранные инвесторы и миноритарные акционеры по-прежнему испытывают несправедливое обращение со стороны мажоритарных акционеров. Кроме того нормативные рамки не соответствуют международным стандартам, поэтому использование таких документов, как Кодекс корпоративного поведения по-прежнему не является распространенной практикой.

Ключевые слова: корпоративное управление, фондовый рынок, инвестиции.

Rudi I.A.

PhD student, National Research Tomsk Polytechnic University

CORPORATE GOVERNANCE IN RUSSIA

Abstract

Corporate governance mechanisms in Russia are especially interesting, as they are the result of a large-scale institutional experiment performed by the Russian government in early 1990s. The privatization process did not achieve a fair dispersion of ownership. During the process of this transition Russian companies tried to adopt elements of both Anglo-American system of governance and the continental European system. In his article the author turns his attention to the boards of directors, or to be more precise to the internal and external roles in the board.  There are a lot of peculiarities of corporate governance in Russia. Author states three attributes of country’s corporate governance: tendency to circumvent laws and directives; absence of trust outside the sphere of personal relationships; strong reliance on personal networks for provision information. Influence of the state and the hostile attitude towards outsiders. Also the state plays a major role in economy, much greater than in many Western countries. Private Russian-, foreign- and state-owned firms are likely to differ in the weight given to internal and external board roles. Various studies have reported that outside investors or owners still experience unfair treatment by major owners, in the form of share dilution and transfer pricing, resulting in a lower value for minority shareholders and the company as a whole. Moreover legal framework (so-called regulatory pillar) of the country is rather backward, so the implementation of such documents as a corporate code, for example, is still far from the ideal. (quite often companies find its implementation difficult or indeed unnecessary).

Keywords: corporate governance, stock market, investments.

Because the free market system is so weak politically, the forms of capitalism that are experienced in many countries are very far from the ideal. They are a corrupted version, in which powerful interests prevent competition from playing its natural, healthy role.

RAGHURAM G. RAJAN, “Saving Capitalism from the Capitalists.

Russian emerging market considered to one of the most interesting ones, because it is an unprecedented example of economical moving from central planning to market organization of economic activities in the past decade. The USSR was not only the largest and most powerful group of former communist countries, but it practiced central planning far longer than any other country. It was the only country in Europe which made transition to a command economy and back to a decentralized enterprise system. Despite the fact that Russia seemingly aggressive moves toward a market economy, growth rates have apparently a still remained non positive

Reforms were shaped by political instability and race for the power within political quarters. Thus, the changes that took place in the former Soviet Union were somewhat myopic. Policies lacked a consistent strategy and have often conflicted with each other.

Recent changes of the Russian business environment, such as general improvement of regulatory framework and were rather contradictory for domestic and foreign investors. We have to admit that in a contemporary Russian Federation, the business environment is still difficult, despite the recent attempts of the government to make improvements and alternative ways of creating areas of better treatment do not seem to work in the best way. However the is a great difference compare to the Soviet past, modern Russian economy is no longer a centrally planned one, now it is a business system based mostly on market principles. Russian business has already become truly international, and partners abroad want to deal with firms embedded in Western-type property. For these reasons, while a return to Soviet times with total public ownership is unlikely, Russian market is still far from the model where the role of the state in Economy is limited.

The beginning of capitalism era in Russian economy has given a rise to a large number of entrepreneurs, who have a major interest in stable and normal property rights.

In these circumstances we can raise a concern about a too strong state and too weak private property. According to the PUFFER and McCARTHY, 2007, Russian market can be described as a network capitalism consisting of three forms of network capitalism that coexist in its transition economy – market, oligarchic, and siloviki. We consider these forms to have the major influences on Russian market, which determine contemporary Russian market.

It is also practically assured, that nowadays Russia is a key player in global energy markets, and its potential as a burgeoning market for consumer and industrial goods and services, makes the country increasingly important to Western and domestic companies. In these conditions the country’s competitiveness and investment attractiveness require a strengthening of regulative institutions rather than the current heavy dependence upon cognitive institutions. We think that Russia will continue to develop according to its state-managed line. Investors, international agencies and Western governments have to admit that Russian market capitalism will never be Western market capitalism, they are familiar with.

In his article written in 2002, SPRENGER reviews the results of the privatisation process and concentrates on the current structure of ownership and control in the Russian industry and on corporate governance mechanisms in the enterprises. It observes the legal foundations of corporate governance and gives a detailed view of the state and the institutions of law enforcement. Special attention is paid to the connection between corporate governance and restructuring of enterprises and improved performance. The author came to the conclusion that legislation changes are not the only impetus for a future development. It will be the urgent need for external finance that will change the behaviour of managers and even ownership structures. Therefore, privatization should be followed by improvements in corporate governance and by other control forces over enterprises: hardening of the budget constraint and fostering competition by lowering bureaucratic barriers to market entry. The unavailability of external finance is in itself a barrier to market entry. The opportunity for these reforms, which appeared with the improved macroeconomic situation, should be used to promote investment, deep restructuring of the old industrial enterprises and further economic growth in Russia.

The Russian mass privatization program carried out between late 1992 and 1994 had two distinguishing features: the distribution of vouchers to the public, and the great preference given to company insiders. At voucher and share auctions, illegal methods frequently were applied in order to exclude outside bidders. Most shares were given to workers and managers, and the managers usually took effective control. Indeed, managers considered to be the most powerful group of corporate owners in Russia not only because of their stake (about 15 per cent), but also due to a weak legal framework, which allows managers to run the firm as they wish without risk of sanction from law enforcers and other shareholders. Results of the survey held by Filatotchev (1999) showed that there is a clear hostility of managers to any increase in outside ownership. Huge problems of corporate governance are tied to the extent of insider ownership. Investment funds and banks – the most typical outside owners – turn out to play a negligible role in corporate control in Russia. At the same time the role of the state is still very important. However, the author says that the representatives of the federal government are not very effective in this role, they seem to be often influenced by the company management. Moreover, there is a data, that firms where the state has a stake between 5 and 51 per cent perform even worse than corporatized firms with 100 per cent state ownership, because in these cases no new shareholders can monitor the management properly. The state retained larger ownership stakes in the large companies, especially in the natural resource industries. Workers have a very low influence on decision-making, they have more control over work related issues than over strategic matters such as new technologies or sales and production plans, but there is no joint decision-making. Talking about weak regulatory framework, it should be noticed that in many post-privatisation Russian enterprises, the rights have been severely disregarded by self-dealing transactions of the management, share dilution, exclusion of outside shareholders from the Board of Directors and even from shareholder meetings.

Thus, present model of corporate governance in Russia is clearly far from Anglo-American model, because of the lack of transparency and absence of dispersed ownership. However, it has some features (strong banks as shareholders and strategic investor as providers of outside finance) of European model of corporate governance.