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.
Currently, companies actively support the application of the concept of corporate social responsibility (CSR), but are guided by different values and expectations. The increased number of CSR reports published has given rise to discussions about the motivation of managers behind their publication, as well as the veracity of the information presented in these reports. Understanding the determinants of corporate governance associated with obtaining an independent assessment of reporting can affect the further dissemination of standards for non-financial reporting and the development of services provided by consulting and auditing companies. The paper reveals the dependence of the decision to evaluate the CSR report by third parties and compliance with GRI standards on corporate governance factors.
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.
This paper examines profitability as a factor in the turnover of poorly-performing executives in Russian banks, and how this acts as a mechanism of good corporate governance. It is intended to identify and measure the relative effects of different determinants on executive turnover, and thus highlight the practical sets of circumstances where turnover is most likely. A relatively unique perspective on the study of corporate governance, we intend to demonstrate an aspect of corporate accountability for commercial performance and shed light on high-level manifestations of reactive management practices.
In order to construct the most realistic and robust analysis, we will take into account the idiosyncracies of the companies and individuals involved in this process, and also consider the influence of external economic and social developments where appropriate. The empirical data in this research consists of 3251 observations concerning members of the executive boards of the 50 largest Russian banks from 2005 till 2014. Contemporary accounting data and other financial and economic indicators for these companies is weighed alongside personal information about the banks executives. Descriptive statistics and econometric approaches are utilised in order to parse the provided data and construct a comprehensive explanatory model. Our interpretative process includes the application of probit regressions and OLS panel regressions with fixed effects.
The results of this evaluation may be summarised as follows. We found out that a decrease in return on equity (ROE) and a decrease in return on assets (ROA) leads to a higher probability of executive turnover. Changes in the EBITDA to total assets ratio did not correlate with executive turnover probability. State-controlled banks showed a higher executive turnover rate. A greater turnover rate during pre-crisis 2006-2007 may have been caused by banks’ demand for new executives, in their ambition to attain extensive growth. A higher turnover rate in 2014 could have been inspired by the economic sanctions again Russia, or influenced by a recent policy of the Central Bank of the Russian Federation aiming at a “clearance” of the banking system. Finally, it was demonstrated that personal characteristics of the members of the executive boards did not have a significant influence on executive turnover probability.
This study contributes to the limited literature in the area by analysing the determinants of turnover of members of the executive boards of banks depending on the profitability of banks and other characteristics. This is the first study of this kind, based on extensive Russian data which allows for the appraisal of the mechanisms of corporate governance. While a primary limitation of this study is that only large banks were included in the sample, the very presentation of these conclusions carries significant weight in terms of defining methodological parameters for future research. This area is ripe for further investigation. For example, it is immediately apparent that the results may be very different for small or medium-sized banks, let alone other kinds of financial and commercial institutions.
The first section of the textbook includes topics that reveal the mechanisms and tools of corporate governance, the second-the assessment of its quality. The texts of 10 lectures with diagrams and illustrations are presented. A number of topics involve practical training in the package Mathcad or similar. Solutions of problems, including program listings, are given. Meets the requirements of the Federal state educational standards of higher education of the last generation. For undergraduate and graduate students studying in the areas of "Economics", "Management" and "Sociology", teachers and graduate students of economic universities, and can also be useful to managers and specialists of both financial and non-financial companies.
The article traces the history of corporate governance in Japan and its present state.