Корпоративное управление: направление дискуссий
In this paper the authors review the working papers presented in 2011 at international conferences and workshops on corporate governance in Europe. The focus was made on the trends on corporate governance development in emerging markets and its influence over corporate performance. Besides, authors analyze the theoretical approaches to corporate governance that provoked a lot of discussion in 2011.
This study examines the development of the board of directors institution in Russian companies. The purpose of the paper is to determine the stages of the evolution of the board role in Russia and to evaluate the further perspectives of this institution. Therewith we detect the stages according to the change of the board of directors role in Russian companies. Moreover we demonstrate the system of factors (institutional, legal, human, economic, factors of corporate sector) that influences the transformation of the board’s role. Studies of specialists in the field of corporate governance and the updating of the corporate law form the informational base of the paper.
This paper aims at explaining the differences in valuation of banking firms in Russia through the impact of selected elements of corporate governance. We rely upon value-based management theory to test the hypothesis that expenses on corporate governance system create shareholder value. The price at which share stakes are acquired by strategic foreign investors is for us a criterion of market-proven value, so we use the standard valuation tool, i.e. price-to-book-value of equity (P/BV) multiple, as the dependent variable. The set of corporate governance parameters whose materiality for a would-be external investor we would like to test includes: the degree of concentration of ownership and control; maturity of corporate governing bodies; degree of Board independence; qualification of external auditors; stability of governing bodies (Management Board and Board of Directors); and availability of external credit ratings from the world’s leading rating agencies. We test our approach on a sample of acquisition deals and public offerings over the period 2004-2008 that we develop for the first time. Firstly, we find out which factors are statistically significant and relevant to a bank’s selling price. Secondly, a least squares multiple linear regression model is devised to check how each individual variable impacts the dependent variable. We discover that external investors attach value to high concentration of ownership, external credit rating coverage, stability of the Board of Directors, and involvement of well-established external auditors. Investors of a strategic nature tend to pay a higher acquisition premium. Independence of the Board of Directors might be perceived by external strategic investors as a disadvantage and might destroy shareholder value.
In this research the analysis of the impact of corporate financial architecture on company’s performance is conducted for a sample of large Russian companies. We focus on sustainable growth identified thru the application of intrinsic value change criteria. We employ integrated approach to understand the determinants of the sustainable growth based on key structural characteristics of a company. The financial architecture is represented by ownership structure (managerial ownership, foreign ownership and ownership concentration), corporate governance (the structure of the board of directors and internal control) and capital structure. We examine the difference in characteristics of growth sustainability of Russian companies representing three different types of financial architecture of more than 50 large Russian firms. Our results indicate that corporate financial architecture has a significant impact on the sustainable corporate growth in the Russian market. More importantly, we show that the nature of the influence depends on the type of financial architecture.
Transparent and effective corporate governance positively influences the financial stability of the company: it increases the investment attractiveness and reduces the costs of lending. For Russia, this problem is relatively new. And at the moment, corporate management in the manufacturing industry continues to be characterized by a high concentration of ownership and a combination of ownership and management functions. In this paper, using logistic regression we investigate the impact of corporate governance factors and industry expectations on a negative net worth of the companies in the period 2011–2015. The results showed, in particular, the probability of a negative company’s net worth is higher, the lower the index of business confidence in the industry; the presence of agency problem; the smaller the number of members in the board of directors; the higher ownership concentration; and, if company is not privately owned or joint-stock company in the manufacturing industry. Robustness of the coefficients of the final specification was confirmed.
The chapter describes the current state of corporate governance in Russia and the dynamics of recent years. Important features of the environment that affect corporate governance include weak legal institutions that lead to high private benefits to control, underdeveloped capital markets, high levels of ownership concentration and significant state involvement in business. In this situation, the main conflict of interest is not between a manager and a large number of dispersed shareholders, but between large and small shareholders, between different large shareholders, and between minority shareholders and managers/board members in state-owned companies. Many of these features are very similar to other emerging markets, but substantially different from conditions faced by firms in developed countries. Despite substantial improvement during the 2000s, the quality of corporate governance in Russia is still much lower than in developed countries, primarily because of the low quality of Russian institutions.
The Working Paper examines the peculiarities of the Russian model of corporate governance and control in the banking sector. The study relies upon theoretical as well as applied research of corporate governance in Russian commercial banks featuring different forms of ownership. We focus on real interests of all stakeholders, namely bank and stock market regulators, bank owners, investors, top managers and other insiders. The Anglo-American concept of corporate governance, based on agency theory and implying outside investors’ control over banks through stock market, is found to bear limited relevance. We suggest some ways of overcoming the gap between formal institutions of governance and the real life.
Our paper investigates the effects of corporate governance features on the cost of publicly traded debt in the Russian market after the global financial crisis. We consider a wide range of corporate governance mechanisms and focus our analysis on three elements relevant for emerging capital markets: state-owned bond issuers, auditor power (Big 4 or local firms) and CEO power. As control variables, we consider financial and non-financial indicators of bond issuers, including proxies of intellectual capital and transparency indicators, characteristics of bond issues, structure and size of the Board of Directors. We apply linear and multiplication regressions for unbalanced panel data. The original result is that, in the case of a sole executive body, bond spreads are higher. We find an inverse relation between the ex-post cost of public debt and audit power. The analysis also revealed a robust result that disclosing information on intangible assets and a larger Board of Directors reduce debtholder risks. According to our findings, debtholders take into account the risk of the influence of CEOs of large companies on local auditors, while for international auditors such influence is less possible. These results are robust to a large set of firm-specific and bondspecific characteristics.
The main purpose of this monograph is to identify the key factors of risk man- agement efficiency of firm, whose management is able to increase the investment attractiveness of the business in general, as well as the formation of an effective or- ganizational risk management model that allows, on the one hand - to provide reliable protection for companies against unexpected losses, on the other hand - to make a risk management tool for the creation of corporate value. This monograph presents the organization of risk management in accordance with the latest regulatory require- ments. In the monograph authors provide a developed methods for evaluating the effectiveness of existing mechanisms of risk management, based on a representative theoretical review of the scientific literature of leading researchers in the field of risk management and internal control. In addition, an algorithm for evaluating the econom- ic and investment efficiency of the risk management is given, that takes into account the existing methods of performance evaluation, as well as recommendations on the organization of internal compliance as a tool ensuring the consistency of individual and corporate interests of the company. Most of the conclusions and positions pre- sented in the book, confirmed by empirical calculations on the example of Russian and international companies.
The present article aims to analyze the degree of diffusion of modern international business ethics practices in Russian enterprises.