Arguments for Benefit of the Owner’s Priority in Company Management


The author proves priority in company management from the owner (the participant, the shareholder). The participant has managerial powers, including concerning the choice of economic strategy of business, owing to the economic and legal nature. The right of the owner makes changes to the charter confirms its priority in company management. In competence of the owner there is development of long-term incentive system of governing body (management and board of Directors). The owner can use model of «the expected damage» (interpretation of the agreement), for decrease in the risk connected with actions of management in private interests (self-dealing) in the conditions of the incomplete contract.

Compliance control system as a tool for economic security of an oil and gas company (on the example of PJSC «NK Rosneft»)

DOI: 10.33917/mic-5.94.2020.44-54

Today, oil and gas enterprises operate in a difficult, frequently changing system of regulatory legal documents, including both national and international acts governing various business processes. At the same time, this system is complemented by sanctions measures that significantly limit the activities of Russian oil and gas enterprises, as well as related organizations. In this regard, the role of the compliance function is increasing, aimed at bringing the implemented business processes in line with the provisions of regulatory legal acts. This process allows to minimize the possibility of committing offenses by employees of the enterprise and exclude the financial losses associated with this possibility.

The article examines the corporate compliance system of PJSC «NK Rosneft», identifies the elements that make up it, determines the features of risks, external and internal threats to the company’s economic security, suggests measures to eliminate them and reduce risks, and provides factors that affect the control environment.

Role of Corporate Governance in Permission of the Agency Conflict

DOI: 10.33917/es-6.172.2020.116-121

The author considers the mechanism of permission of the agency conflict (redistribution of cash flows) between the shareholder and management with use of model of business. In article are considered the economic interests of the company as legal abstraction behind which there are interests of shareholders. Corporate governance in modern realities has to be directed not only to rapprochement of financial interests of shareholders and the management of the company but also to creation of the social benefit.

Transparency of Granting of the Information — a Stumbling-Block Between Board of Directors and Shareholders of the Company

DOI: 10.33917/es-1.167.2020.72-81

The presented clause considers features of granting of the information board of directors of the company its shareholders. The present article purpose is the finding of certain balance of interests between participants of the company (avoiding of the agency conflict), by means of development of the certain mechanism which would allow to warn drawings of a damage of the company. In particular, the regulations of activity developed by the board of directors, with a view of provision of an openness of the information. The information openness of proceedings of board of directors will promote to management transparency of the company, and also increase of its investment attraction. Besides, the openness will allow to understand the true purposes of strategic decisions of company management. Absence transparency in the information on a society, on the contrary, can prevent its successful development. Feature of the presented work is the finding of balance of interests between board of directors (management) of the company and its shareholders. The compromise will be find between granting of the information from company management (validity of granting of the information) about activity of the company and a non-admission from shareholders of abusing the right — availability of unreasonable interest in reception of the corresponding information, intended creation of objective difficulties which can negatively affect company economic activities as a whole and on interests of its shareholders. Recommendations will be made with the help which probably to improve quality of corporate governance by means of the information policy of the company. Achievement of the compromise can be reached concerning information granting (including, about proceedings of board of directors) between management of the company and hareholders by means of constructive dialogue which will allow to soften an agency problem. Besides, in the presented work it is considered necessary implementation in the national legislation of institute of authorised persons which purpose is the control of behaviour of other interested participants at fulfilment of certain transactions (including, the transactions connected with a conclusion of assets from the company) which can be directed on causing of damage of the company and also break economic interests of other shareholders

The Ambivalent Nature of Organs of Government of the Company

#9. Preserving humanness
The Ambivalent Nature of Organs of Government of the Company

The author considers features of functioning of organs of government (board of directors and management) in joint-stock company. It is possible to present company director not only in the form of organs which is born by fiduciary duties of due care before the company and its shareholders of the company, but also as agents who render services to shareholders. The author suggests to consider organs of government in two directions (as corporate organ which are allocated by powers and are a company integral part and as agents who render services to shareholders) as such review allows shareholders to expect the true purposes of a director and not to admit destruction of shareholder value.

PhICS-Model of the Company Corporate Management and the Main Factors of Company Development

#8. Logic and ethic of fake
PhICS-Model of the Company Corporate Management and the Main Factors of Company Development

The author dwells on the corporate governance as a tool of companies management. He is sure that corporate governance international standards should be adapted to the Russian practice. Long-term experience of cooperation with dozens of companies allowed him to elaborate a four-factor PhICS approach that allows to build up an individual corporate governance system in relation to a particular company and to choose from the theory of corporate governance only what really contributes to increase the company efficiency in a real business.

The Theory of the Team Production in Corporate Governance: the Right to Life

#1. Change of Leader
The Theory of the Team Production in Corporate Governance: the Right to Life

The article analyzes the structure of corporate governance, which bears the name of “team production”. The theory of team production assumes not only (not so much) increase of the owners welfare, but supposes assessment of each participant’s contribution into corporate governance, into the final result of the company’s activity through mutual cooperation. The author considers the theory of team production aimed at ensuring socio-economic well-being of society, not just to receive corporate benefit. With the help of the presented model it is possible to improve qualitatively the structure of corporate governance.

Restructuring of Global Governance – Key to Fighting Global Financial and Economic Crises

#10. Questions and Answers

The mechanism of macroeconomic quasi-stabilization is found, although its main features are not yet fully understood by the world economic community.