Взаимоотношения акционера, общества и члена совета директоров в законодательстве и судебной практике
The article addresses the key issues related to the figure of board member: nomination of the candidate, eligibility criteria, regulation of relations between the member of the board of directors and nominating its shareholders, board of directors and the community. Identified numerous flaws in the legislation of the issues.
Game-theoretic model of election to a corporate board of directors is proposed. It is shown that the equilibrium distribution of seats is unique. The uniqueness guarantees nonmanipulability of elections. The distribution is obtained by the d’Hondt method of seats distribution in proportional representation problem. The model is tested on real data from a Russian company.
When writing this tutorial, the contributions received by the authors with the assistance of the NTF - National Training Fund subproject "Creating a center of excellence for economics teachers ' Innovation Project Development of education and work , received diplomas Russian competitions intellectual projects " Ideas for Russia " ( 2004) and "Power" (2008 , the Public Chamber of the Russian Federation ) . The manual is intended for students and undergraduates enrolled in the direction of "Economics" and "Management" , and may also be useful to managers and professionals , both financial and non-financial corporations.
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.