Corporate governance - a system of the highest level of joint-stock company management . In 1932, Burley A. and Minza G. first examined and answered the following questions:
- How to separate property from management?
- How to separate control from ownership?
As a result, a new layer of professional managers appeared and the stock market developed.
Corporate systems - enterprise management systems that are aimed at implementing specific functions. First, they are designed to regulate interactions between managers and company owners. Secondly, thanks to management systems, the goals of all interested parties are coordinated. This ensures the effective functioning of the organization.
Depending on what the directions and goals of the corporate governance system are, several basic models are distinguished. Let us describe the main ones.
American model
US corporate systems are management systems that are common in the United States, New Zealand, Canada, Australia, and the United Kingdom. This model works taking into account the following laws:
- market-based mechanisms of corporate control or external control over company management are applied;
- the interests of shareholders are supported by a significant number of small investors who are isolated from each other;
- the role of the stock market is increasing.
German model
German corporate systems are management systems that are based more on the application of internal methods. This model is popular in the countries of Central Europe, the Scandinavian countries, less common in France and Belgium. Within its framework, the development of corporate management systems is carried out in the form of self-control methods.
This model works taking into account the following laws:
- the basic principle is the principle of social interaction when any interested party (managers, auctioneers, banks, public organizations) has the opportunity to make a joint decision;
- poor focus on shareholder value in management and stock markets.
Corporate enterprise management systems that rely on the German model contribute to the fact that the company itself is able to control results and competitiveness.
Dedicated models are two opposite systems. Between them, there are currently a large number of national options that laid the foundation for the predominant dominance of one or another system.
Japanese model
This system was formed in the postwar years on the basis of financial and industrial groups. The principles on which it is based are as follows:
- the model is completely closed;
- relies on full banking control.
Given the distinguished features of its functioning, a little attention is paid to the problem of control of managers.
Family model
Family corporate systems - management systems in which management is carried out by members of the same family. This model is common in all countries.
The family model differs from others in the presence of a pyramid structure. Shareholders are also often involved. But this is done in order to get additional capital. Unless, of course, this is necessary. Shareholders, as a rule, do not receive a majority of votes. Despite the fact that the family combines its capital with others and shares the risks with them, control belongs entirely to it. The main tools that help achieve this are:
- the presence of the pyramidal structure of the group;
- cross ownership of shares;
- application of a double class of shares.
Corporate Governance Model in Russia
This system in our country is only being formed and does not adhere to any of the forms highlighted above. The basic principle is that the principle of separation of property rights and control is not recognized in the domestic system. Business development in the future will be directed to other models of corporate governance.
Therefore, the choice of the base model will depend on the following features:
- national characteristics of a particular country and its economy;
- tasks facing the board of directors;
- basic mechanism for protecting the rights of shareholders.
Corporate Project Management System
In order to increase the efficiency of planning and management, it is recommended that company managers develop and implement a system of corporate social control systems. This system is a complex that includes methodological, organizational, software, technical and information tools.
To create it, you must have the following components:
- regulatory and methodological support (standard);
- technical and information support ;
- organizational and staffing.
KSUP will allow managers:
- create an optimal portfolio of projects focused on the strategic objectives of the organization;
- analyze the implementation of the portfolio of projects, adjusting the deviations;
- get an objective picture of the implementation of projects;
- control the process of achieving the strategy by coordinating the use of company resources, timelines, budgets and the overall project flow;
- conduct regular audits of the company and provide timely corrective actions.