Evolution of corporate governance in Russian banks
The paper examines corporate governance and control in Russian banks. We focus on real interests of stakeholders – bank regulators, owners, investors, and top managers. 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.
The article familiarizes the reader with key ratings of corporate governance. It is concerned with the goals, specific features and methodology of such ratings as well as the availability of such ratings for Russian companies. The paper gives consideration to both commercial and research ratings. On basis of the analysis of existing ratings and research papers it is concluded that a scientifically substantiated algorithm for a corporate governance rating has not yet been created.
This article discusses the objectives and challenges for corporate governance of SOEs in Russia, and provides an international perspective of the performance of SOEs as compared to privately owned companies. Recent trends in the policy and management of state property are described. The problems of corporate governance in Russia are described in an agency perspective, and survey evidence on corporate governance and transparency of Russian SOEs is provided. Particular attention is given to the legal construction of the state corporation. The final section on the performance effects of state ownership summarizes the key contributions in the international economic literature in this field.
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.
Bank stabilization measures adopted by the Russian authorities since 2008 have benefited core state-owned financial institutions to a greater extent than other market participants. Public sector keeps swelling at the expense of domestic private sector. According to the author’s methodology, by January 2010 state-controlled banks possessed over 50 percent of all bank assets, thus putting Russia in the same league with China and India. Development banking and policy lending expand. A feature distinguishing Russia is gradual substitution of direct state control by indirect state ownership in the shape of corporate pyramids headed by state-owned enterprises and state-owned banks. We construct a dataset of bank-level statistical data for the period between 2001 and 2010 and find that quasi-private banks (indirectly state-owned banks) were the fastest growing subgroup. Nationalization and rehabilitation of failed banks was carried out by state-controlled banks and entities rather than by federal executive authorities directly. We suggest that the response of the Russian authorities to bank instability was consistent with long-term trends in the banking system evolution. Anti-crisis measures of 2008-9 re-aligned the sector with the traditional model of banking that rests upon dominant state-owned banks, directed lending, protectionism, administrative interference and elements of price controls. Increased government ownership of banks and control over lending activity are unlikely to be fully dismantled after the crisis is over. This scenario can nevertheless accommodate a tactical retreat of the state from non-core assets in the financial sector, leaving control over 3 largest institutions intact.
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.
Despite a clear distinction in law between equity and debt, the results of such a categorization can be misleading. The growth of financial innovation in recent decades necessitates the allocation of control and cash-flow rights in a way that diverges from the classic understanding. Some of the financial instruments issued by companies, so-called hybrid instruments, fall into a grey area between debt and equity, forcing regulators to look beyond the legal form of an instrument to its practical substance. This innovative study, by emphasizing the agency relations and the property law claims embedded in the use of such unconventional instruments, analyses and discusses the governance regulation of hybrids in a way that is primarily functional, departing from more common approaches that focus on tax advantages and internal corporate control. The author assesses the role of hybrid instruments in the modern company, unveiling the costs and benefits of issuing these securities, recognizing and categorizing the different problem fields in which hybrids play an important role, and identifying legal and contracting solutions to governance and finance problems. The full-scale analysis compares the UK law dealing with hybrid instruments with the corresponding law of the most relevant US jurisdictions in relation to company law. The following issues, among many others, are raised:
– decisions under uncertainty when the risks of opportunism of the parties is very high;
− contract incompleteness and ex post conflicts;
− protection of convertible bondholders in mergers and acquisitions and in assets disposal;
− use of convertible bonds to reorganise and restructure a firm;
− timing of the conversion and the issuer’s call option;
− majority-minority conflict in venture capital financing;
− duty of loyalty;
− fiduciary duties to preference shareholders; and
− financial contract design for controlling the board’s power in exit events.
Throughout, the analysis includes discussion, comparison, and evaluation of statutory provisions, existing legal standards, and strategies for protection. It is unlikely that a more thorough or informative account exists of the complex regulatory problems created by hybrid financial instruments and of the different ways in which regulatory regimes have responded to the problems they raise. Because business parties in these jurisdictions have a lot of scope and a strong incentive to contract for their rights, this book will also be of uncommon practical value to corporate counsel and financial regulators as well as to interested academics.
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.
This paper uses the banking industry case to show that the boundaries of public property in Russia are blurred. A messy state withdrawal in 1990s left publicly funded assets beyond direct reach of official state bodies. While we identify no less than 50 state-owned banks in a broad sense, the federal government and regional authorities directly control just 4 and 12 institutions, respectively. 31 banks are indirectly state-owned, and their combined share of state-owned banks’ total assets grew from 11% to over a quarter between 2001 and 2010. The state continues to bear financial responsibility for indirectly owned banks, while it does not benefit properly from their activity through dividends nor capitalization nor policy lending. Such banks tend to act as quasi private institutions with weak corporate governance. Influential insiders (top-managers, current and former civil servants) and cronies extract their rent from control over financial flows and occasional appropriation of parts of bank equity.
The present article aims to analyze the degree of diffusion of modern international business ethics practices in Russian enterprises.
The purpose of this paper is to carefully assess the size of public sector within the Russian banking industry. We identify and classify at least 78 state-influenced banks. For the state-owned banks, we distinguish between those that are majority-owned by federal executive authorities or Central Bank of Russia, by sub-federal (regional and municipal) authorities, by state-owned enterprises and banks, and by "state corporations". We estimate their combined market share to have reached 56% of total assets by July 1, 2009. Banks indirectly owned by public capital are the fastest-growing group. Concentration is increasing within the public sector of the industry, with the top five state-controlled banking groups in possession of over 49% of assets. We observe a crowding out and erosion of domestic private capital, whose market share is shrinking from year to year. Several of the largest state-owned banks now constitute a de facto intermediate tier at the core of the banking system. We argue that the direction of ownership change in Russian banking is different from that in CEE countries.