Anglo-American model of corporate governance. Analysis of modern corporate governance models

Joint stock company. In 1932, in the works of Burley A. and Means G., answers to the following questions were first considered and found:

How to separate ownership from management?
How to separate control from ownership?

As a result, a new layer of professional managers emerged and the stock market developed.

Corporate systems are enterprise management systems that are aimed at implementing specific functions. Firstly, they are designed to regulate interactions between managers and company owners. Secondly, thanks to management systems, the goals of all stakeholders are aligned. This ensures the effective functioning of the organization.

Depending on the directions and goals of the corporate governance system, several basic models are distinguished. Let us describe the main ones.

American model

American corporate systems are management systems that are characteristic of the USA, New Zealand, Canada, Australia and the UK. This model operates subject to the following laws:

market mechanisms of corporate control or external control over the company’s management are used;
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 largely on the use of internal methods. This model is popular in Central European countries, Scandinavian countries, and 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 main one is the principle of social interaction, when any interested party (managers, auctioneers, banks, public organizations) has the ability to make a joint decision;
weak focus on shareholder value in management and stock markets.

Corporate enterprise management systems, which are based on the German model, contribute to the fact that the company itself is able to control results and competitiveness.

The highlighted models are two opposing systems. Between them, there are currently a large number of national variants, which have laid the foundation for the predominant dominance of one or another system.

Japanese model

This system was formed in the post-war years on the basis of financial and industrial groups. The principles on which it is based are the following:

completely closed model;
relies on full banking control.

Considering the highlighted features of its functioning, little attention is paid to the problem of managerial control.

Family model

Family corporate systems are 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 obtain additional capital. If, of course, there is a need for this. Shareholders generally do not receive a majority of votes. Although the family pools its capital with others and shares risks with them, control belongs entirely to it. The main tools that help achieve this are the following:

the presence of a pyramidal structure of the group;
cross-shareholding;
application of a dual class of shares.

Model of corporate governance in Russia

This system in our country is just being formed and does not adhere to any of the forms outlined above. The basic principle is that in domestic system The principle of separation of ownership and control rights is not recognized. Business development in the future will be aimed at other models of corporate governance.

Therefore, the choice of a basic 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 shareholders' rights.

Corporate project management system

In order to increase the efficiency of planning and management, company managers are recommended to develop and implement a ICS management system. This system is a complex that includes methodological, organizational, software, technical and information tools.

To create it you need the following components:

normative, regulatory and methodological support (standard);
technical and;
organizational and personnel support.

KSUP will allow managers:

create an optimal portfolio of projects focused on the strategic objectives of the organization;
analyze the implementation of the project portfolio, correcting existing deviations;
obtain an objective picture of project implementation;
control the process of achieving strategy, coordinating the use of company resources, deadlines, budgets and general course project;
Conduct regular audits of the company’s activities and take timely corrective actions.

The history of the formation of corporate structures goes back to ancient times, but as such, corporate governance models began to emerge only in the 20th century. Their emergence is directly related to the rapid development of financial markets at the beginning of the 20th century. (primarily in the USA), which significantly changed the nature of corporate activities, namely:

corporate ownership has become more fragmented;
in fact, a class of professional managers was formed and there was a transition to managing corporations on a professional basis.

During this period, thanks to studies of the problems of relationships between owners and managers of corporations by T. Veblen in the USA, W. Rathenau in Germany, R. Hilferding in Austria and others, one of the fundamental principles of corporate governance was formed and established - the principle of separation of ownership and control rights. Its essence is that shareholders are the owners of the corporation's capital, but the right to control and manage capital belongs to managers, who are hired agents accountable to shareholders. However, the interests of capital owners and managers managing this capital do not always coincide. The principle of separation of ownership and control rights gives rise to the problem of divergence of interests of owners and the managers they hire, the so-called agency problem. In the 70s of the XX century. American scientists M. Jensen and V. Meckling created the theory of agency costs. They defined agency costs as the amount of losses for owners, which is associated with the separation of ownership and control rights. Accordingly, the corporate governance model should be built in such a way as to minimize agency costs. To do this, it is necessary to create appropriate mechanisms of external and internal control over management activities. However, the approaches to the formation of external and internal control mechanisms are different. A detailed acquaintance with the peculiarities of the organization of corporate structures in various economically highly developed countries allows us to identify three typical models: Anglo-American, Continental European and Japanese (Asian). Features of corporate governance exist in the countries of the Arab world and Latin America. In addition, in a number of countries with economies in transition, experts identify a special model, the so-called entrepreneurial one. Next, we will conduct a brief comparative analysis of the most common models of corporate governance in order to outline, at least as a first approximation, the ways of forming such a model in relation to Russian reality, to identify the main players and their role in the field of corporate governance.

Anglo-American model of corporate governance. The main distinctive feature of the Anglo-American model is that only the shareholders of the corporation have the right to influence the strategic decision-making process. That is, the interests of the corporation are identical to the interests of its shareholders. Managers and employees act as agents of shareholders, who delegate to them certain rights for the operational management of the corporation.

Another important feature of the Anglo-American model is the very high fragmentation of corporate shares. This model is characterized by the fact that the number of shareholders in large companies amounts to tens and hundreds of thousands, and the largest blocks of shares account for only a few percent. In practice, this means that none of the shareholders has the ability to really control the actions of the corporation's management. Control becomes possible only if a group of shareholders joins forces.

A characteristic feature of management in this model is the presence of individual shareholders within corporations and an ever-growing number of independent shareholders, i.e., not associated with the corporation, or outsiders.

In the legislation of countries where the Anglo-American model dominates, there are a number of rules prohibiting banks from engaging in investment activities and limiting the ability of financial institutions to own large blocks of shares in corporations. In the USA, this norm was established after the crisis of 1929 as a reaction to massive speculation by banks in company securities.

The Glass-Steagall Act (1933) prohibits banks from holding equity capital directly or indirectly through affiliated investment banks, and the Securities Act (1956) prohibits banks from owning more than 5% of the voting stock of any nonthrift company or to control an industrial enterprise in any other way.

Under such conditions, financial institutions turn into “portfolio investors” who do not have sufficient capabilities to intervene in the current state of affairs in the corporation. “Scattered” investors, who do not have the ability to control affairs in the corporation, are extremely sensitive to the availability of information and to any manifestations of trouble. That is, for corporations, the external attributes of effective corporate governance are extremely important - openness of information, a board of directors that defends the interests of shareholders and has a predominantly independent composition.

In such a model, the state is given a secondary role and is seen as an undesirable element of corporate development. State participation should be limited only to the establishment of general rules for all market participants.

In addition, in such a model the institution of case law plays a large role. Moreover, case law is a necessary condition for the existence of such a model. It allows society to form an understanding of the responsibilities of management towards owners. Society, accumulating a history of precedents, thus forms a “complete contract”. However, it cannot be argued that such mechanisms solve the problem of management transparency and its actions in favor of maximizing shareholder profits. In general, it can be considered that satisfying the interests of shareholders is the dominant goal in the Anglo-American model.

The main body in the Anglo-American model of corporate governance is the board of directors. The board of directors elected by shareholders protects their interests by controlling the appointment, voting procedures, financial condition of the corporation, the use of capital, and also ensures the legality of the activities and social responsibility of the corporation. In the United States, the majority of boards of directors are outsiders - independent directors, which naturally helps to strengthen control over the activities of management. In the United States, a balance of rights has been created that allows managers to perform their functions without interference, and shareholders to exercise control over their activities.

The USA is the undisputed leader in the field of corporate governance, and the principles developed there are generally recognized, they are accepted in all countries, even those dominated by management models different from the Anglo-American one. The essence of these principles boils down to maximum openness and fairness, ensuring equal conditions of access to information for all participants.

As a rule, there are six main interrelated principles.

Reporting. Obligations to shareholders.

Both the board of directors and management of a corporation must be accountable to shareholders. They must be open to any request from shareholders. Shareholders must have complete and reliable information about the biographies of candidates to the board of directors.

Transparency. Openness.

All corporations should strive to use generally accepted international reporting standards. Codes of principles for relations with shareholders should be adopted. Management must report to shareholders on how they adhere to this code.

Fair treatment.

It is necessary to ensure equal treatment of all shareholders, including foreign ones.

Voting methodology: materials for proxy voting, vote counting, voting technology.
Codes of Principles.

All corporations need to develop an appropriate code of principles for relations with shareholders, which must be strictly followed.

These codes need to be reviewed periodically to ensure that corporate governance standards are at global competitive levels.

Strategic planning.

The board of directors and management of a corporation must have a strategic vision.

The actual practice of using the Anglo-American model of corporate governance is diverse and does not always correspond to the principles of the model itself.

The main disadvantages of the model are:

excessive focus on the short-term interests of investors - this is facilitated by high transparency of relations, publication of quarterly reports (but the main thing here is that the stock market is focused on short-term benefits);
the stock market does not reflect the true value of assets, since it depends on the actions of individual large players;
unreasonably rapid growth of salaries and other remunerations of senior management.

However, the experience of recent decades clearly shows that the Anglo-American model has very great development potential.

See: Corporate governance. Tutorial/Ed. V.G. Antonov.

Corporate governance characterizes the system of the highest level of management of a joint-stock company. In 1932, the book “Modern Corporation and Private Property” by A. Burley and G. Means was published, which for the first time addresses the issues of separation from management and control from ownership in joint-stock companies. This led to the emergence of a new layer of professional managers and development, since in 200 large companies 58% of assets were controlled.

Corporate governance system is an organizational model that is designed, on the one hand, to regulate the relationship between company managers and their owners, and on the other, to coordinate the goals of various stakeholders, ensuring the effective functioning of companies. There are several models of corporate governance.

Basic models of corporate governance

Manifold national forms corporate governance can be roughly divided into groups gravitating towards two opposing models:

American, or outsider, model;
Germanic, or insider, model.

American or outsider, the model is a management model based on a high level of use of corporate control mechanisms external to the joint-stock company, or market ones, or control over the management of the joint-stock company.

The Anglo-American model is typical for the USA, Great Britain, Australia, Canada, and New Zealand. The interests of shareholders are represented by a large number of small investors, isolated from each other, who are dependent on the management of the corporation. The role of the stock market, through which control over the corporation's management is exercised, is increasing.

German, or insider, the model is a model for managing joint stock companies, based primarily on the use of internal methods of corporate control, or self-control methods.

The German model of corporate governance is typical for Central European countries, Scandinavian countries, and less typical for Belgium and France. It is based on the principle of social interaction: all parties interested in the activities of the corporation have the right to participate in the decision-making process (shareholders, managers, personnel, banks, public organizations). The German model is characterized by a weak focus on stock markets and shareholder value in management, since the company itself controls its competitiveness and performance.

The American and German models of corporate governance represent two opposing systems, between which there are many options with predominant dominance of one or the other system and reflecting the national characteristics of a particular country. The development of a particular corporate governance model within a framework depends mainly on three factors:

mechanism;
functions and tasks;
level of information disclosure.

Japanese model of corporate governance formed in the post-war period on the basis of financial and industrial groups (keiretsu) and is characterized as completely closed, based on bank control, which reduces the problem of managerial control.

Family model of corporate governance has spread throughout all countries of the world. Corporations are managed by members of the same family.

In the emerging corporate governance models in Russia the principle of separation of ownership and control rights is not recognized. The corporate governance system in Russia does not correspond to any of these models; further business development will be focused on several corporate governance models at once.

Conditions for applying the American corporate governance model

The American corporate governance system is directly related to the characteristics of national shareholding, which include:

the highest degree of dispersion of the capital of American corporations, as a result, as a rule, none of the groups of shareholders claims special representation in the corporation;
the highest level of liquidity of shares, the presence of a highly developed system, which allows any shareholder to quickly and easily sell their shares, and an investor to buy them.

The key forms of market control for the American market are numerous mergers, acquisitions and buyouts of companies, which provide effective market control over the activities of managers through the market for corporate control.

Reasons for using the German corporate governance model

The German model arises from factors directly opposite to those that give rise to the American model. These factors are:

concentration of share capital among various types of institutional investors and a comparatively lower degree of its dispersion among private investors;
relatively weak development of the stock market.

American model of corporate governance

Typical management structure of an American corporation

The highest governing body of the corporation is the general meeting of shareholders which is carried out regularly, at least once a year. Shareholders take part in the management of the corporation by participating in voting on issues of introducing amendments and additions to the charter of the corporation, electing or removing directors, as well as on other decisions that are most important for the activities of the corporation, such as reorganization and liquidation of the corporation, etc.

At the same time, shareholder meetings are largely formal in nature, since shareholders have rather limited opportunities to participate in the management of the corporation, since the main burden of real management of the corporation falls on the board of directors, which is usually entrusted with the following main tasks:

resolving the most important general corporate issues;
appointment and control over the activities of the administration;
control of financial activities;
ensuring compliance of the corporation's activities with current legal norms.

The primary responsibility of the board of directors is to protect the interests of shareholders and maximize their wealth. He must provide a level of management that guarantees growth in the value of the corporation. In recent years, the trend towards increasing the role of the board of directors in corporate management has become increasingly noticeable. This is manifested primarily in monitoring the financial state of affairs. The financial results of the corporation are reviewed at meetings of the board of directors, as a rule, at least once a quarter.

Members of the board of directors, being representatives of shareholders, are responsible for the state of affairs in the corporation. They may be held administratively and criminally liable in the event of a corporation's bankruptcy or committing actions aimed at obtaining their own benefit to the detriment of the interests of the corporation's shareholders.

The size of the board of directors is determined based on the needs of effective management, and its minimum number in accordance with state laws can be from one to three.

The board of directors is elected from internal and external (independent) members of the joint-stock company. The majority of the board of directors consists of independent directors.

Internal members are selected from among the corporate management and act as both executive directors and managers of the company. Independent directors are persons who have no interests in the company. They are representatives of banks, other companies with close technological or financial ties, famous lawyers and scientists.

Both sets of directors, or in other words, all directors, are equally responsible for the affairs of the company.

Structurally, the board of directors of American corporations is divided into standing committees. The number of committees and the areas of activity they carry out are different in each corporation. Their task is to develop recommendations on issues adopted by the board of directors. The most common boards of directors include management and payroll committees, an audit committee, a financial committee, an election committee, an operational committee, and in large corporations - public relations committees, etc. At the request of the American Commission on The Securities and Exchange Commission must have audit and compensation committees in every corporation.

The executive body of a corporation is its directorate. The board of directors selects and appoints the president, vice presidents, treasurer, secretary and other officers of the corporation as provided for by its charter. The appointed head of a corporation has very great authority and is accountable only to the board of directors and shareholders.

German corporate governance model

Typical management structure of a German corporation

The typical management structure of a German company is also three-level and is represented by a general meeting of shareholders, a supervisory board and a management board. The supreme governing body is the general meeting of shareholders. His competence includes resolving issues typical for all management models of joint stock companies:

election and dismissal of members of the supervisory board and management board;
the procedure for using the company's profits;
appointment of an auditor;
making changes and additions to the company's charter;
change in the company's capital;
liquidation of the company, etc.

The frequency of shareholders' meetings is determined by law and the company's charter. The meeting is held at the initiative of management bodies or shareholders, owners of at least 5% of shares. The process of preparing a meeting includes the obligation to pre-publish the agenda for the meeting of shareholders and the options proposed by the supervisory board and the management board for each issue. Any shareholder, within a week after the publication of the agenda, can propose his own solution to a particular issue. Decisions at the meeting are made by a simple majority of votes, the most important ones by three-quarters of the votes of the shareholders present at the meeting. Decisions made at the meeting come into force only after they are certified by a notary or court order.

Supervisory Board carries out control functions over economic activity companies. It is formed from representatives of shareholders and employees of the company. In addition to these two groups, the supervisory board may also include representatives of banks and enterprises that have close business ties with the company. High representation of company employees on the supervisory board, whose share reaches 50% of seats, is a distinctive feature of the German system of formation of the supervisory board. To avoid conflicts of interest between shareholders and employees represented on the supervisory board, each of these parties has the right of veto over the election of representatives of the opposing group.

The main task of the supervisory board is to select company managers and monitor their work. The scope of resolving issues of strategic importance within the competence of the supervisory board is clearly defined and includes issues of acquisition of other companies, sale of part of assets or liquidation of an enterprise, consideration and approval of annual balance sheets and reports, major transactions and the amount of dividends.

Decisions of the supervisory board are made by a three-quarters majority vote.

The quantitative composition of the supervisory board depends on the size of the company. The minimum composition must be at least three members. German law requires large supervisory boards.

Members of the supervisory board are elected by shareholders for a period of four business years after the start of operations. Before the expiration of their terms of office, members of the supervisory board may be re-elected by the general meeting of shareholders with a three-quarters majority vote. The Supervisory Board elects a chairman and deputy chairman from among its members.

The board is formed from the company's management. The board may consist of one or more persons. The board is entrusted with the task of direct economic management of the company and responsibility for the results of its activities. Members of the management board are appointed by the supervisory board for a term of up to five years. Members of the board are prohibited from engaging in any commercial activities other than their main job, as well as participating in the management bodies of other companies without the consent of the supervisory board. The work of the board is based on a collegial basis, when decisions are made based on consensus. In difficult situations, when consensus cannot be achieved, decisions are made by voting. Each board member has one vote; a decision is considered adopted if a majority of board members vote for it.

The main differences between the American model and the German one

The main differences between the considered corporate governance models are as follows:

in the American model, the interests of shareholders are primarily the interests of small private investors, isolated from each other, who, due to their disunity, are highly dependent on corporate management. As a counterbalance to this situation, the role of the market is increasing, which, through the market of corporate control, exercises control over the management of joint-stock companies;
in the German model, shareholders are a collection of fairly large block holders, and therefore they can unite with each other to pursue their common interests and on this basis have firm control over the management of the joint-stock company. In such a situation, the role of the market as an external controller of the activities of society is sharply reduced, because the corporation itself controls its competitiveness and its performance results;

From the above, it follows that there is a difference in the functions of the board of directors. In the American model, this is the board of directors as a board of governors, which essentially manages all the activities of the joint-stock company and is responsible for it to the meeting of shareholders and state control bodies.

In the German management model, there is a strict separation of management and control functions. In it, the board of directors is a supervisory board, or more precisely, a controlling body, and not a body that exercises the full management of the joint-stock company. Its control functions are directly related to the possibility of quickly changing the current management of the corporation if its activities cease to satisfy the interests of shareholders. Participation in supervisory boards of representatives of other corporations allows the corporation to take into account not only the interests of its shareholders, but also the interests of other corporations that are in one way or another connected with its activities. As a result, the interests of individual groups of shareholders of a German corporation usually do not prevail, since the interests of the company as a whole come first.

Corporate governance characterizes the system of the highest level of management of a joint-stock company. In 1932, the book “Modern Corporation and Private Property” by A. Burley and G. Means was published, where issues of separation were first discussed property from management and control from ownership in joint stock companies. This led to the emergence of a new layer of professional managers and the development stock market, since in 200 large companies 58% of assets were controlled management.

Basic models of corporate governance

The variety of national forms of corporate governance can be divided into groups that gravitate toward two opposing models:

American, or outsider, model;

Germanic, or insider, model.

American or outsider, model is a control model joint stock companies, based on a high level of use of corporate control mechanisms external to the joint-stock company, or market ones, or control over the management of the joint-stock company.

German, or insider, the model is a model for managing joint stock companies, based primarily on the use of internal methods of corporate control, or self-control methods.

The American and German models of corporate governance represent two opposing systems, between which there are many options with predominant dominance of one or the other system and reflecting the national characteristics of a particular country. Development of a specific corporate governance model within the framework of national economy depends mainly on three factors:

mechanism protection of shareholders' rights;

functions and tasks board of directors;

level of information disclosure.

Family model of corporate governance has spread throughout all countries of the world. Corporations are managed by members of the same family.

Conditions for applying the American corporate governance model

The American corporate governance system is directly related to the characteristics of national shareholding, which include:

the highest degree of dispersion of the capital of American corporations, as a result, as a rule, none of the groups of shareholders claims special representation in board of directors corporations;

the highest level of stock liquidity, the presence of a highly developed securities market, which allows any shareholder to quickly and easily sell their shares, and an investor to buy them.

Reasons for using the German corporate governance model

The German model arises from factors directly opposite to those that give rise to the American model. These factors are:

concentration of share capital among various types of institutional investors and a comparatively lower degree of its dispersion among private investors;

relatively weak development of the stock market.

American model of corporate governance

Typical management structure of an American corporation

resolving the most important general corporate issues;

appointment and control over the activities of the administration;

control of financial activities;

ensuring compliance of the corporation's activities with current legal norms.

The size of the board of directors is determined based on the needs of effective management, and its minimum number in accordance with state laws can be from one to three.

The board of directors is elected from internal and external (independent) members of the joint-stock company. The majority of the board of directors consists of independent directors.

Both sets of directors, or in other words, all directors, are equally responsible for the affairs of the company.

German corporate governance model

Typical management structure of a German corporation

election and dismissal of members of the supervisory board and management board;

the procedure for using the company's profits;

appointment of an auditor;

making changes and additions to the company's charter;

change in the company's capital;

liquidation of the company, etc.

The frequency of shareholders' meetings is determined by law and the company's charter. The meeting is held at the initiative of management bodies or shareholders, owners of at least 5% of shares. The process of preparing a meeting includes the obligation to pre-publish the agenda for the meeting of shareholders and the options proposed by the supervisory board and the management board for each issue. Any shareholder, within a week after the publication of the agenda, can propose his own solution to a particular issue. Decisions at the meeting are made by a simple majority of votes, the most important - by three-quarters of the votes of the shareholders present at the meeting. Decisions made at the meeting come into force only after they are certified by a notary or court order.

Supervisory Board carries out the functions of control over the economic activities of the company. It is formed from representatives of shareholders and employees of the company. In addition to these two groups, the supervisory board may also include representatives of banks and enterprises that have close business ties with the company. High representation of company employees on the supervisory board, whose share reaches 50% of seats, is a distinctive feature of the German system of formation of the supervisory board. To avoid conflicts of interest between shareholders and employees represented on the supervisory board, each of these parties has the right of veto over the election of representatives of the opposing group.

The main task of the supervisory board is to select company managers and monitor their work. The range of issues of strategic importance within the competence of the supervisory board is clearly defined and includes issues of acquisition of other companies, sale of part of assets or liquidation of an enterprise, consideration and approval of annual balance sheets and reports, major transactions and the amount of dividends.

Decisions of the supervisory board are made by a three-quarters majority vote.

The quantitative composition of the supervisory board depends on the size of the company. The minimum composition must be at least three members. German law requires large supervisory boards.

The main differences between the American model and the German one

The main differences between the considered corporate governance models are as follows:

in the American model, the interests of shareholders are primarily the interests of small private investors, isolated from each other, who, due to their disunity, are highly dependent on corporate management. As a counterbalance to this situation, the role of the market is increasing, which, through the market of corporate control, exercises control over the management of joint-stock companies;

in the German model, shareholders are a collection of fairly large block holders, and therefore they can unite with each other to pursue their common interests and on this basis have firm control over the management of the joint-stock company. In such a situation, the role of the market as an external controller of the activities of society is sharply reduced, because the corporation itself controls its competitiveness and its performance results;

Table 1 – Main characteristics of corporate governance models

Anglo-American (USA, UK, Canada, Australia, New Zealand)	Japanese	German (Germany, the Netherlands, Scandinavia, partly France and Belgium)
Main properties
Individual, independent shareholders (outsiders) are represented widely and in growing numbers. The role of the market and fictitious capital are important. The rights and obligations of participants are legally defined.	High percentage of banks and corporations as shareholders. Emphasis on bank and inter-corporate control and representation.	Banks play a key role in representing and monitoring all levels of corporate governance and are long-term shareholders of corporations.
Key participants
Managers, directors, shareholders, stock exchanges, government.	Banks, affiliated corporate shareholders (keirotsu members). Board, government.	Bank. Governing body. Supervisory Board. Corporation employees are widely represented
Share ownership structure
Individual and institutional investors predominate. In the UK - 65%. America- 60% (accordingly 20% of the first). There has been an increase over the past 10 years to 50% of institutional investors from the total share capital.	Shares are concentrated in the hands of financial and corporate organizations. The share of insurance companies reaches 50%, corporations -25%, foreign investors -5%,	The predominance of banks and corporations, which also have shares in unaffiliated corporations. Employees are part of the management. Institutional agents and individual investors do not play an important role.
Activity monitoring
Market, through the signaling functions of the fictitious capital market. Shareholders vote by mail or by proxy. Institutional investors control the activity.	Banking and intercorporate (anti-crisis) control dominate. Corporations prefer affiliated long-term shareholders. Annual meetings are formal.	The shares are representative in nature. Banks manage assets individually. Personal attendance at the meeting or transfer of voting rights to the bank is required.
Legislation
USA: state, federal, Securities and Exchange Commission laws. Great Britain: Acts of Parliament, Securities and Investment Board.	Copies US legislation. The government influences corporations through its representatives.	Federal and state laws. National Securities Agency.
Shares approved by shareholders and disclosure
Shareholders do not vote on the size of dividends (USA), in the UK this issue is decided by voting. Election of director, appointment of auditors, issuance of shares, mergers and acquisitions, USA: quarterly and annual report with information on share ownership by directors and shareholders with a stake exceeding 5% of shares. Information on mergers and acquisitions. UK: semi-annual reports.	Payment of dividends, elections of the board of directors, appointment of auditors, changes to the Charter, mergers and acquisitions. A semi-annual report with information: on the capital structure, members of the board of directors and their salaries, amendments to the charter, a list of the 10 largest shareholders, and mergers.	Distribution of income, approval of decisions of the supervisory board and management board. Elections of governing bodies. Half-yearly report showing the capital structure and shareholders owning more than 5% of shares. Mergers and acquisitions data,

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INTRODUCTION

The relevance of the research topic lies in the fact that the formation and strengthening of corporate structures is one of the most important trends in economic development. It is large structures that form a kind of framework for industrialized countries and the world economy as a whole, increase the level of macroeconomic regulation of production, the stability of economic cooperation (including international), and act as partners of the state in the development and implementation of a strategic line in the process of economic modernization. Industrial groups are an effective form of consolidation of material resources and production capital of different companies. These global trends are beginning to manifest themselves in Russia.

The degree of development of this problem. This problem was considered by such great economists as J. Van Horn, S. Ross, N.B. Sonkin, etc. There are several different models of corporate development.

The purpose of the course work is to identify the role of corporate structures in economic growth, study various models of corporations, and also reveal the essence of the financial activities of the corporation.

To achieve the goal, the following tasks were set:

· Study the development factors and financial activities of corporations.

· Consider the features of the organization and management of corporations.

· Understand the essence and economic nature of the corporation

· Get acquainted with the innovative processes of corporate structure.

· Systematize the types and types of corporations.

· Compare different corporate models (Japanese, Anglo-American and German models).

· Draw conclusions about the importance of corporations both in the national economy and in the global economy.

To solve our problems, we used a set of complementary research methods: methods theoretical analysis literature on the problem under study; methods for studying, summarizing and analyzing existing results.

The methodological basis of the study consists of methods of cognition identified by economic science. The basic one is a dialectical approach, which allows us to consider any processes in their development, the variety of connections, and identify their stable and changeable properties.

The structure of this course work consists of an introduction, two chapters, including six subsections, a conclusion and a list of sources used.

1. CORPORATION AS A FORM OF COMMERCIAL ORGANIZATION

corporation economic financial commercial

1.1 Concept and economic essence of a corporation

The corporation is the most important form of organization of business enterprises, if we consider the share of joint stock companies in production and revenue in all developed countries with market economies. Burtsev V.V. Comprehensive economic analysis of a corporation // Modern accounting. - 2006. - No. 10. - P.37. . What is special about this form and its attractiveness?

First, the shareholders of a corporation are its legal owners. Any profit of the company belongs to them. However, their economic liability is limited. They are liable for the corporation's debts only to the extent of their investments in the business. If a corporation owes you money, you cannot sue its shareholders directly. You can, of course, go after the corporation. But what if she went bankrupt? Then you, like everyone else who lent money to the corporation, were simply unlucky.

Secondly, limited liability allows corporations to attract the financial resources of a large number of owners who do not participate in the day-to-day management of the enterprise. The shareholders of most large corporations simply hire managers, who bear the burden of running the enterprise. Thus, it is common for corporations to separate ownership from day-to-day management.

Thirdly, property is easily transferred from hand to hand. If the owner dies, the ownership rights can be sold by his heirs to others without any disruption to the business. Likewise, if any shareholders become dissatisfied with the way the business is being run, they can easily exit by selling their shares.

The managers of a large corporation are most often trained specialists hired by shareholders to manage the firm. Shareholder decisions about whether to sell or buy shares (ownership rights) of a given company indicate investor confidence in the nature of the management of the enterprise. If current and potential shareholders believe that managers are doing their jobs well, demand for that firm's shares will increase. A rising stock price will reflect this increase in demand. On the contrary, if big number shareholders want to sell their shares because they are not satisfied with the current management of the company, the supply of shares of this company for sale will increase, which will cause their rate (price) to fall. A drop in share price often leads to a reorganization of the current management of the enterprise.

A corporation is one of the main forms of enterprise organization; a company that has the form of an independent legal entity in which ownership is divided into parts and the liability of each is limited to his contribution (share) in the enterprise; can act as a private company and as a state enterprise V.G. Naimushin "Development of the corporate sector in Russia" Economic science modern Russia 2003, no. 3, p. 67. .

The corporation has both advantages and disadvantages. The advantages include: stability and longevity; lenders and clients deal only with one economic entity, and not with a number of partners; concludes contracts on its own behalf, and not on behalf of co-owners; shareholders risk only their shares, which protects the shareholder and ensures capital investments by small investors.

The disadvantages of a corporation are: relatively high costs and difficulties in the process of organizing and terminating the activities of a corporation, which makes it unsuitable for small or temporarily created companies; double taxation (tax is taken from the corporation and from dividends in the form of income tax).

A corporation (according to Russian legislation - JSC) is an impersonal enterprise with the right of a legal entity, created in accordance with the permitting procedure and having an authorized capital divided into certain number equal shares - shares.

Main distinguishing feature This form of business organization is that a joint-stock company exists independently of its owners. The liability of members of the company, called shareholders, is limited to the nominal value of the shares they acquired. Limited liability is an important advantage over a sole proprietorship or partnership. A JSC can raise funds on its own behalf without imposing unlimited liability on its members. Consequently, in the event of claims against a JSC, the law prohibits the confiscation of the personal property of its owners.

Shareholders are entitled to a share of the corporation's profits. The portion of profits paid to the owner of the shares is called a dividend. The part that is not paid as dividends is called retained earnings. Dividends are traditionally expressed as a percentage of the par value of the share, and in recent years in some countries - as an absolute amount per share (which is more reasonable). Dividends in the form of shares (bonus issues) do not provide for cash payments. From the point of view of attracting new share capital, dividend yield is the main component of the cost of such capital.

A corporation is one of the basic forms of business enterprise and the most common.

Deeper specialization and widespread attraction of highly qualified personnel contribute to the growth of the corporation’s efficiency. Thanks to corporations, it has become possible to introduce achievements of scientific and technological progress, constantly update the range of products, and develop mass production technologies.

A corporation exists independently of its owners - shareholders. If they do not like the corporation's policies, they have the right to sell their shares, but, as a rule, they are not able to liquidate the company itself. Therefore, modern corporations are characterized by a certain stability. They retain their specific resources regardless of the will and desire of individual shareholders.

Along with the undoubted advantages, corporations also have quite tangible disadvantages.

Corporations open up wide scope for all sorts of abuses. A gap arises between the ownership function and the management function. Small and medium holders usually do not have the necessary and sufficient information to exercise effective control. In a corporation, ownership rights are eroded as the ability to control the team's activities is weakened. Controlling shareholders can exercise control only over senior managers. The possibilities for opportunistic behavior are expanding. In an effort to achieve personal enrichment, top managers engage in extremely risky transactions, and sometimes engage in direct abuse of power (fraudulent securities transactions, transfer of capital to subsidiaries, questionable production activities, etc.).

Such abuses are possible only within certain limits. The limiting factor is the market itself. If a corporation begins to perform poorly, the danger of shareholders interfering in the day-to-day affairs of the company increases. There is a threat of “absorption” of this company by another and a complete change of team (in any case, its upper echelon). In addition, the prestige of company managers in the managerial labor market is falling, which may in the future lead to a sharp reduction in their income.

Corporations help solve two fundamental problems of a market economy. The first problem is raising capital for large projects. In countries with developed market economies, the corporation itself is able to find the necessary funds, attracting the savings of thousands and even millions of individual investors.

The second problem is risk diversification, i.e. its distribution. Since every investment project involves some risk, the investor prefers to divide his savings into parts, investing them in a large number of companies, and thus reduce the degree of risk. The existence of corporations whose shares are freely bought and sold creates favorable conditions for risk diversification Konev I. Factors in the development of a corporation // Man and Labor. - 2005. - No. 4. - P.83. .

Within a corporation, rights and responsibilities are divided among different bodies that manage marketing, technical development, supply, production and sales. This approach is possible, in particular, for companies with a stable output of a limited number of homogeneous products, where economies of scale of production are so great that it is advisable to concentrate production in one division (for example, oil production, metallurgical production). Another example would be a situation where the market is highly concentrated in consumption. In these circumstances, it becomes advisable to integrate all sales activities (for example, the aerospace industry).

Development of production diversification, sharp complication of internal and external relations, the dynamism of the introduction of technical innovations, and the struggle for markets for products in many cases exclude the use of purely functional forms of management. With the growth in the size of monopolistic corporations, the expansion of the range of products and their sales markets, functional management structures, due to the disunity of rights and responsibilities for individual functions, lose the ability to respond to changes. In management processes, conflicts arise due to priorities, decision-making is delayed, communication lines are lengthened, and the implementation of control functions becomes difficult. The departure from strictly functional corporate management schemes in favor of structures organized by departments is clearly visible with an increase in the level of diversification of production. Moreover, with the transition to the production of more diverse products, the functional structure is replaced by the organization of management in autonomous decentralized departments, which are formed on the basis of the products being manufactured.

The strengthening of primary production and economic links and the establishment of limits to decentralization in corporations are largely explained by the need to reduce production costs and overhead costs. Strengthening the influence of senior management is facilitated by tightening financial control and close linking of the organizational management structure with the process of corporate planning of production and economic activities. The main feature of the ongoing changes in the organization of senior management is the release of it from performing a significant number of operational management functions, which can be organizationally separated from tasks of a strategic, long-term nature. The number of units directly subordinate to the chief executive and not directly related to the general tasks he solves is decreasing. These units come under the authority of group, departmental, or individual members of senior management.

The growth of product output, the diversification of production, the complication of market relations, and the greater territorial disunity of the corporation's enterprises lead to the decentralization of almost all the main corporate headquarters services. The number of functional units at the corporate level is reduced, and at the same time, headquarters bodies are organized in the departments to manage production, sales, research and development work, logistics, transportation of raw materials, materials, semi-finished products and finished products. One notable trend is the emergence of corporate organizational development functions. Their content is long-term planning of the organizational management structure, designing the degree of centralization and decentralization. The economies of industrialized countries rely on the activities of powerful corporations, and the world market is a market transnational corporations, divided between them. The organizational structure of Russian industry is quite close to corporate. Many related enterprises were created and operated as part of a certain technological chain and rationally organized economic relations. During the Soviet period, it was the sectoral management system that was a brake on the process of intersectoral integration and the formation of diversified corporation-type associations. Currently, with the elimination of departmental barriers, intersectoral forms of production organization should receive the necessary development. Restructuring the organizational structure of the Russian economy on the basis of large intersectoral corporations has become an urgent practical task. For many modern enterprises, the formation of corporations is a condition for survival: retaining personnel, scientific departments, social infrastructure, receiving orders, ensuring logistics and marketing finished products. For the economy as a whole, this direction of organizational development has become a prerequisite for growth and progress.

1.2 Types and types of corporations

In the course of the development of corporations, several different types of corporations arose. I. Konev. Factors in the development of corporations // Man and Labor. - 2005. - No. 4. - P.81-88. . The first difference is whether the corporation is public, quasi-public, or private. Public corporations are formed by the federal government for a specific government purpose, such as operating local schools, making loans, or developing a community. Quasi-state corporations include enterprises utilities, endowed by the state with a monopoly on such services as the supply of electricity, water and natural gas, as well as local telephone service. The largest companies are almost entirely private corporations, that is, companies owned by individuals or other companies. Their investors buy shares on the open market, which gives private corporations access to significant amounts of capital. In turn, stockholders are entitled to a share of the profits if the corporation succeeds. Public and private corporations can be either for-profit or non-profit. Non-profit corporations pursue non-economic goals; their tasks may lie in the field of education, charity, and other public interests. Business corporations are formed to generate profits for their owners. Corporations open type actively sell shares on the open market. Both private and quasi-public corporations can be publicly held corporations. Corporations closed type do not list their shares on the open market, preferring to finance their expansion from their own income or receive financial assistance from some other source. This gives owners full control over its enterprise and protects the company from anyone’s attempts to acquire a controlling stake in its shares. Professional corporations are not publicly traded corporations, but their shareholders offer professional services (as doctors, lawyers, engineers). Because of their advantages in insurance and pension provision, professional corporations are replacing partnerships. Another type of corporation, known as an S corporation, is a hybrid of a corporation and a partnership. The firm's income and expenses fall directly to its owners and are taxed at personal income tax rates in the same way as a partnership. However, stockholders in an S corporation, like stockholders in a regular corporation, have limited liability. S corporations can be very attractive in certain circumstances, but their freedom of action is subject to various restrictions. For example, an S corporation cannot have more than 35 shareholders, it cannot own more than 80% of the stock of another corporation, and it cannot derive more than 25% of its income from passive sources such as rent, interest and rent. Today, companies can combine the benefits of an S corporation and a limited partnership without being subject to the limitations of each form. Belonging to limited liability companies gives firms the ability to pay taxes as partnerships while protecting shareholders from personal liability beyond their contribution. Moreover, limited liability companies are not limited to 35 investors (although they must have at least 2 investors, while S corporations can only have one). In addition, members' participation in management is not limited (as in limited liability partnerships). Unlike a corporation, however, a limited liability company must not be in existence for more than 30 years. Finally, not all corporations are independent entities. Subsidiary corporations are partly or wholly owned by other corporations, which are called parent companies and control all of the subsidiaries' activities. A special type of parent company is a holding company, which has little involvement in the activities of the subsidiary, but only owns its shares as invested capital.

In addition to the general principles of building corporate relationships, certain features may arise in each corporate association, caused by the specific organizational structure of the corporation, acquired property, etc. Let us consider the most common forms of corporate associations.

· Association. A voluntary association of individuals and (or) legal entities for the purpose of mutual cooperation while maintaining the autonomy and independence of the members of the association.

· Consortium. Temporary association of companies, banks and other organizations on the basis of a common agreement for the implementation of a capital-intensive project or joint placement of a loan (bears joint liability to customers).

· Concern. A large association of enterprises connected by common interests, contracts, capital, participation in joint activities (often such a group unites around a holding company that holds shares of these companies).

· Syndicate. Association of enterprises producing homogeneous products for the purpose of organizing their collective sales through a single distribution network.

· FIG (financial and industrial group). Registered in in the prescribed manner in the relevant departments, a group of legally independent enterprises, financial and investment institutions that have united their material resources and capital to achieve a common economic goal. The central (parent) company in a financial industrial group can be a specialized organization - " Management Company", and included in the group manufacturing enterprise or an association, bank, finance or insurance company.

· Holding. A joint stock company that owns a controlling stake, manages or controls the activities of other companies or enterprises in order to exercise control over their operations. The holding company may not own its own production potential and not engage in production activities.

1.3 Financial activities of the corporation

The economic activities of an organization can be divided into three types: Afonichkin A.I., Andryushchenko I.V. Corporate financial management // Finance and credit. - 2005. - No. 36. - 319. :

· production (all work related to making a profit);

· financial (receiving funds from the owners and ensuring the return of funds or profits on them, as well as receiving funds from creditors and paying off amounts borrowed, or otherwise repaying obligations);

· investment (purchase, redemption or other placement of securities that are not cash equivalents, and other assets that generate income for a long time, as well as lending money and collecting it).

For current practical activities in any of these types are required cash, interruptions which can lead to serious problems(Table 1).

Lack of funds at the right time means non-payment of wages, non-repayment of loans, failures in mutual settlements with partners, late payment of taxes and other mandatory payments, which entails social tension, financial sanctions, loss of lost profits and deterioration of image in the business environment. An organization can exist for a relatively long time without profit, but it cannot exist without cash.

The functions of corporate finance include V.V. Goncharov. Creation and operation of joint stock companies. - M.: MNIIPU, 1998. - 112 p. :

· formation and use of capital;

· formation and use of profit (income);

· cash flows (cash flows).

The named functions are closely related to the reproductive process and its continuity. Effective corporate financial management, which implements all three functions, is designed to resolve the contradictions that arise in the process of corporate activity between its strategic goals and financial capabilities.

Table 1 - Components cash flow Afonichkin A.I., Andryushchenko I.V. Corporate financial management // Finance and credit. - 2005. - No. 36. - P.18.

Cash inflow	Cash outflow
Primary activity
revenue from sales of products, works, services	payments on invoices of suppliers and contractors
repayment of receivables	salary payment
proceeds from barter sales	contributions to the budget and extra-budgetary funds
advances received from buyers	payment of interest on a loan
	social contributions
Investment activities
sale of fixed assets, intangible assets	acquisition of fixed assets, intangible assets
dividends, interest on long-term financial investments	capital investments
return of other financial investments	long-term financial investments
Financial activities
short-term loans and borrowings	repayment of short-term loans and borrowings
long-term loans and borrowings	repayment of long-term loans and borrowings
proceeds from the issue of shares	dividend payment
special-purpose financing	Repayment of bills

Based on studying the experience of oil producing corporations, we can highlight the main differences in the development of domestic and foreign corporations:

· Western corporations were created gradually under the influence of objective factors of the market economy and regulatory measures of the state, and domestic ones - simultaneously in accordance with presidential and government regulations in a centrally planned economy;

· the degree of integration in Western corporations is much higher than in domestic ones;

· in Western corporations, state participation is insignificant (limited by regulation); in domestic corporations, the degree of state participation is high, although currently the influence of the state is weakening;

· if Western corporations have a significant number of geological organizations and a small number of drilling organizations, then in Russian corporations it is the other way around.

The features of the most important financial category “capital” are determined by two main factors. On the one hand, a feature of corporate capital is that two independent subsystems can be distinguished in its composition: industrial capital (reflects the movement of capital in the sphere of production activities) and financial capital (provides the organization and maintenance of cash flow in order to search for internal reserves to ensure the continuity of reproductive processes of a closed economic structure). On the other hand, there are industry specific features of the formation of the capital structure in the extractive industry: a high proportion of capital production assets in property (of which wells account for about 70%) and the predominance of own sources of funds in financing (80-95%) Gubanov S. Planning-corporate system and competitiveness // Economist. - 2005. - N 12. - P. 14-15. .

Financial decisions on capital structure are a trade-off between risk and return, since increased leverage increases risk and higher leverage provides a higher return on equity.

Consequently, a corporation using only its own capital has maximum financial stability (financial independence ratio is 1). However, an organization is considered financially stable if its financial independence ratio is more than 0.5. Thus, the corporation does not lose financial stability by using borrowed capital, but significantly limits the pace of its development; by refusing to attract it, it is deprived of an additional source of financing for the growth of assets (property).

At the same time, a corporation that attracts borrowed funds in the form of a loan or bond issue has a higher financial potential for its economic growth and opportunities to increase return on equity. However, with an increase in the share borrowed money the corporate group loses financial independence and generates greater financial risk and the threat of bankruptcy.

“Efficient capital structure” is understood as such a combination of the corporation’s own and borrowed capital, which ensures the maximum market valuation of all capital (as the sum of equity and borrowed capital), and, therefore, offers owners maximum income on invested funds Konev I. Factors of corporation development // Man and work. - 2005. - No. 4. - P.89. . An effective capital structure expresses the ratio of the use of equity and debt capital, which ensures the most effective relationship between the return on equity ratio and the debt ratio.

The process of forming an effective capital structure involves establishing a target capital structure, which is such a ratio of the corporation's own and borrowed financial resources that makes it possible to fully ensure the achievement of the selected criterion for the formation of an effective capital structure. A specific target capital structure ensures a given level of profitability and risk in the organization’s activities, minimizes the weighted average cost or maximizes the market value of the organization. The target capital structure indicator is included in the system of strategic target standards for its development.

For example, the capital structure of oil producing corporations is characterized by a significant predominance of equity capital (more than 90%). This proportion has been maintained for 5 years. We can conclude that this structure is static (does not change over time), and, therefore, is a target for the corporation. However, such a capital structure in this industry is ineffective, since by limiting the attraction of borrowed capital, the corporation is deprived of an additional source of financial resources, giving preference to excessive financial independence.

It should be noted that there is no identical effective capital structure for all corporations. Any capital structure decision is a choice between risk and return, since increasing the proportion of debt capital in sources of financing increases both risk and return. That is why every decision regarding capital structure is made by the corporation in accordance with its overall strategy. Based on this, criteria are established for the formation of an effective capital structure (profitability ( financial profitability), minimizing the cost of capital or minimizing financial risk), in accordance with which an effective structure is formed.

A comprehensive financial analysis of a company’s activities is truly relevant and important from a practical point of view. The resulting information may be useful to both investors, creditors, and potential or actual buyers, business partners of the company, counterparties under business contracts, and used by third parties for marketing purposes.

Net working capital is the excess of current assets over current liabilities.

2. MAIN MODELS OF FORMATION OF CORPORATIONS

2.1 Anglo-American model of corporate governance

The Anglo-American model (or in other words the Anglo-Saxon model) is most widespread in the USA, Great Britain, Canada, Australia, and New Zealand.

The Anglo-American model is characterized by the following: public companies with many small shareholders, great importance stock market, to a lesser extent (than in the German model) dependence on the state, openness of economic borders. For example, “Generalelectric has hundreds of thousands of shareholders, with even the largest of them owning less than 1% of the shares. Research shows that the concentration of ownership and control rights is higher (all other things being equal) the less effective the system of protecting shareholder rights is. Shareholder rights protection systems in more developed countries tend to be higher. Hence, share capital concentration rates tend to be lower in more developed countries.” Greater dispersion of shares can lead to the fact that even a small share of ownership (provided that no one else has more) can provide investor control over the enterprise.

Participants in the Anglo-American model are managers, directors, shareholders, government agencies, exchanges, self-regulatory organizations, consulting firms providing consulting services to corporations and shareholders on issues of corporate governance and proxy voting Shekhovtsev M.V. Venture funds, large corporations and small innovative enterprises. // IVF. - 2006. No. 2. - P.58. . The three main participants are managers, directors and shareholders.

A feature of the Anglo-American model is a strong board of directors, formed mainly from members of the management team, and a rather weak general meeting of shareholders (due to the strong dispersion of shares).

Corporate legislation in force in countries that apply the Anglo-American management model resolves the conflicting interests of shareholders and managers. Shareholders elect a board of directors, which becomes their proxy and begins to act in favor of shareholders in exercising management control functions. The boards of directors of most US and UK corporations include both internal members, or insiders, and external (independent) members, or outsiders.

The Anglo-American model, which developed under free market conditions, involves the separation of ownership and control in the largest corporations. This separation is very important because investors, by investing their money and owning the enterprise, are not legally responsible for the actions of the corporation. They delegate management functions to managers and pay them to perform these functions as their business agents. The fee for sharing ownership and control is called an agency fee.

In the Anglo-American model, there are two procedures that require mandatory shareholder approval: the election of directors and the appointment of auditors. There are other extraordinary issues that require shareholder approval. Among them are mergers and acquisitions, reorganization, amendments to the charter of the corporation. Shareholders have the right to make proposals on the agenda of the annual general meeting shareholders. These proposals must relate directly to the activities of the corporation. Shareholders who own more than 10% of the corporation's capital also have the right to call an extraordinary meeting of shareholders.

“The United States has perhaps the most stringent information disclosure standards. Other countries that use the Anglo-American governance model also have high disclosure requirements, but not to the same extent as in the United States, where corporations must publish a wide range of information.”

In this model, financing of new companies is carried out by placing shares on the stock market. It is the stock market that is the main mechanism for attracting long-term investments in a particular company.

2.2 Japanese model of corporate governance

The Japanese model of corporate governance is characterized by the following three aspects Goncharov V.V. Creation and operation of joint stock companies. - M.: MNIIPU, 1998. - 112 p. :

1. System of main banks;

2. Lifetime recruitment system;

3. Network organization of external interactions of companies.

Let's look at them in more detail.

Banks play a very important role in Japanese business, and every business strives to establish a very close relationship with one of them. This bank is called the main bank of the company. It performs a variety of functions. First of all, he is a creditor. “The main bank is the first or second in terms of lending volumes in 85% of the largest Japanese companies" At the same time, the bank is a major shareholder of the company. “For 16% of companies, the main bank is the largest shareholder, in 22% of cases it is the second largest, in 15% of cases it is the third.” The bank also serves as a financial and investment analyst. He is quite knowledgeable about the state of affairs of the company and can act as a financial advisor. The main bank can warn the company about impending financial problems and help develop a program to overcome the crisis. If the enterprise is small, then the main bank can even keep accounting records. He is a venture capitalist, financing high-risk projects of companies.

The lifetime employment system does not cover the entire labor market in Japan. The share of those who actually stay in one company throughout their working life is approximately 50%. Here we are talking about a certain business culture, where a sense of belonging and treating the company as a family is actively cultivated and plays an important role for the company. It is considered important that once you appear in a working family, you remain a member of it forever. But this principle also has its drawbacks: this system involves slow, largely predetermined career growth. This situation does not always suit modern youth, who live in a highly dynamic world.

TO network organization external interactions of companies include:

· Selective intervention;

· Intragroup trading;

· Practice of intra-group management movement;

· Availability of network elements - councils, associations, clubs.

Many companies in Japan unite into financial and industrial groups. Interference in the management process by other companies in the group is very often observed. Often such interventions are carried out by the main bank of the company, adjusting it financial position. Joint measures of several companies are practiced to bring any enterprise of the group out of a crisis. Bankruptcy of companies belonging to financial-industrial groups is a very rare occurrence, since they are provided not only with financial, but also with managerial assistance. Intervention can also be carried out to solve technological problems.

Intragroup trading is an important element of networking within a group. Financial-industrial groups have a central trading company and several secondary trading companies. The main role of trading companies is to coordinate the group's activities in all aspects of trading. Many materials and components for production are bought and sold within the group. The trading company is not a profit-generating center, but serves as an infrastructural element of the group. It also plays a supporting financial role, being a source of short-term loans.

The practice of intra-group management movement is widespread. For example, a manager at an assembly plant may be seconded for an extended period of time to a component supply plant to jointly solve a problem. Retiring top-level managers are often appointed to the board of directors of one of the supplier companies. The significance of this practice lies in the creation of personal relationships within the management environment that would facilitate a deep exchange of information and the effective use of shared experience and knowledge.

Various informal associations - unions, clubs, professional associations - play a major role in the Japanese model of corporate management. For financial-industrial groups, the most influential body of this type is the group's presidential council. The members of this council are elected from among the presidents of the main companies of the group. The goal is only to maintain friendly relations between company leaders. The Presidential Council meets monthly. Within its framework, important information is exchanged and key decisions regarding the group’s activities are agreed upon.

2.3 German model of corporate governance

“The German model is a product historical features development of a country that was feudally fragmented until the middle of the last century” Goncharov V.V. Creation and operation of joint stock companies. - M.: MNIIPU, 2008. - 112 p. . However, this did not prevent it from being “one of the first world powers to pursue a coordinated industrial policy. According to experts, Germany is an example of “organized capitalism,” where banks and large corporations play an even greater role in organizing the economy than the state.”

The German model has unique features that distinguish it from other models:

Ё Bicameral board, which consists of executive (corporate officials) and supervisory (company workers/employees and shareholders) councils;

E Legalized restrictions on the rights of shareholders regarding voting, that is, the charter of the enterprise limits the number of votes that a shareholder has at a meeting, and may not coincide with the number of shares he owns.

German laws draw a clear line between direct management and supervision. The executive board under this model is subordinate to the supervisory board, whose members can only be independent directors. A distinctive feature of the formation of the board of directors is the significant rate of employee representation on the supervisory board. However, the right of employees only extends to information and explanation of major decisions.

The key participants in the German corporate governance model are banks and corporate shareholders. The Bank simultaneously acts as a shareholder, a creditor, an issuer of securities, and an agent who votes at the annual general meeting.

Share capital German companies is in to the highest degree concentrated. Banks are long-term shareholders of German corporations. Bank representatives are elected to the board of directors.

The German model is also characterized by: low mobility labor personnel, emphasis on highly qualified personnel, high social protection of personnel. “In this model, personal connections and corporate patriotism have a very high value. Therefore, Germany, like Japan, is the world leader in the average length of time employees work in one company.”

German disclosure rules differ from those in the United States, which are considered the most stringent. Thus, financial information is provided every six months, rather than quarterly. Remuneration data for directors and managers is also reported.

Non-state institutions play a very important role. Their activities shape and develop the culture of corporate governance. Numerous associations for the protection of shareholders' rights, centers and institutes engaged in independent analysis of the activities of managers, training of independent directors, identify problems of corporate relations and, in the process of their public discussion, develop ways to solve them, which then become the generally accepted norm.

CONCLUSION

IN course work the basics of the corporate structure were outlined, as well as the emergence of corporations and their types. From all of the above, we can conclude that corporations today play a significant role. They help enterprises survive: retain personnel, scientific departments, social infrastructure, ensure material and technical supplies, and sell finished products.

A corporation can act as a private firm or as a state-owned enterprise. Thanks to this, it became possible to introduce the achievements of scientific and technological progress, constantly update the range of products, and develop mass production technologies.

This work reflects an attempt to systematize economic knowledge about corporate organizations, to describe various models of corporate governance and the functioning of this economic structure. In the course of completing the assignment, the development factors and financial activities of corporations were studied, as well as the peculiarities of organization and management, and some innovative processes were highlighted. During the work, conclusions were drawn about the importance of corporations in the economy. Thus, the goal of the work has been achieved.

This work helps to deepen theoretical knowledge in this area and expand practical skills when working in corporations.

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