Корпоративное управление в России
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.
This article presents the results of empirical research of the impact of corporate governance system elements (ownership structures and board characteristics) and company performance in the economies with concentrated ownership. Major goals of this study were to develop the empirical methodology allowing for causal relationship between ownership structure elements and corporate performance and to test the methodology using the high-quality data from the developed market with concentrated ownership. The panel data sample of 270 German companies for the period of 2000-2006, originally collected in Sautner & Villalonga (2009) study and supplemented with additional data by the authors of this article, was used for empirical testing 9 of the hypotheses. Using instrumental variables and simultaneous equations methods to identify causality in the relationship between corporate governance and corporate performance, we found negative impact of insider ownership on performance and positive effect for institutional investors ownership. At the same time, causality in the relationship between board characteristics and company performance cannot be established in the absence of so-called natural experiment, i.e. forced change in board composition due to government policy measures (Black & Kim 2008), due to the lack of instrumental variables for board characteristics. Two main policy implications of the analysis follow. Firstly, limitations on cross-listing of the companies in foreign stock markets result in lower institutional investors ownership and thus translate in worse companies’ performance. Secondly, the equilibrium view of companies’ ownership structures, argued for in Demsetz & Lehn (1985) study, is not supported for concentrated ownership systems with high transaction costs of ownership structures reshuffling (e.g. in case of high capital gains taxes), so governments should adopt any measures, which result in high ownership stakes transferring costs, with caution. The empirical methodology developed in this article may be further used in the research on emerging market data; the study of relationship between corporate governance and company performance under the impact of financial crisis is another promising area of study.
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.
The article examines an efficiency of corporate governance in the leading Russia’s companies. The impact of companies’ poor financial results on CEO replacement is estimated using original empirical data. . To evaluate the effectiveness of corporate governance in the article was conducted an empirical evaluation of the factors changing the company's CEO, according to changes in the financial performance of the company in the previous period. The recommendation for Russia’s companies is not only follow formal requirements of western corporate governance and accountability, but also use corporate governance as a mechanism to improve internal efficiency.