Implied (Implicit) Limitations on Corporate Governance


The author examines the compliance of the legal nature of the company with the principle of social justice. The shareholder has priority in corporate governance by virtue of the economic and legal status. The interests of a participant (shareholder) are derived from the interests of a commercial organization. The goals of the company must take into account the interests of other stakeholders in modern conditions. The author proposes a tool of “implied limitations” which allows to include an element of social justice in managerial discretion.


1. O rekomendatsiyakh Bazel’skogo komiteta po bankovskomu nadzoru Printsipy sovershenstvovaniya korporativnogo upravleniya” [On the Recommendations of the Basel Committee on Banking Supervision “Principles for Improving Corporate Management”]. Kodeks, available at:

2. Postanovlenie Konstitutsionnogo suda RF ot 23 aprelya 2012 g. N 10-P “Po delu o proverke konstitutsionnosti abzatsa desyatogo stat’i 2 Zakona Rossiiskoi Federatsii ‘O zanyatosti naseleniya v Rossiiskoi Federatsii’ v svyazi s zhaloboi grazhdanki E.N. Erlikh” [Resolution of the RF Constitutional Court of April 23, 2012 No. 10-P “On the Сase of Сhecking Сonstitutionality of the Tenth Paragraph of Article 2 of the Law of the Russian Federation “On Employment in the Russian Federation“ in Relation to the Complaint of Citizen E.N. Erlich”]. Konsul’tantPlyus, available at:

3. Informatsionnoe pis’mo Banka Rossii ot 12 iyulya 2021 g. N IN-06-28/49 “O rekomendatsiyakh po raskrytiyu publichnymi aktsionernymi obshchestvami nefinansovoi informatsii, svyazannoi s deyatel’nost’yu takikh obshchestv” [Bank of Russia Information Letter No. IN-06-28/49, Dated July 12, 2021, “On Recommendations for Disclosing Non-Financial Information by Public Joint Stock Companies Related to the Activities of Such Companies”]. Vestnik Banka Rossii, 2021, no 48.

4. Measuring Stakeholder Capitalism: Towards Common Metrics and Consistent Reporting of Sustainable Value Creation. White paper. September 2020. World Economic Forum, available at:

5. Bebchuk L., Tallarita R. The Illusory Promise of Stakeholder Governance. Cornell Law Review, 2020, vol. 106, pp. 91–178.

6. Elhauge E. The Inevitability and Desirability of the Corporate Discretion to Advance Stakeholder Interests. Harvard Law School, Cambridge, 2021, pp. 1–39.

7. Elhauge E. Sacrificing Corporate Profits in the Public Interest. New York University Law Review, 2005, vol. 80, pp. 733–869.

8. Blair M., Stout L. A Team Production Theory of Corporate Law. Virginia Law Review, 1999, vol. 85, pp. 247–328.

9. Postanovlenie Evropeiskogo suda po pravam cheloveka ot 7 iyulya 2020 g. po delu “Al’bert i drugie protiv Vengrii” [Judgment of the European Court of Human Rights of 7 July 2020 in the Case of Albert and Others v. Hungary]. Arbitrazhnyi protsessual’nyi kodeks Rossiiskoi Federatsii, available at:

About the possibility of using a scenario approach in forecasting and budgeting in the practice of corporate governance of PJSC Aeroflot

DOI: 10.33917/mic-1.102.2022.83-90

The article discusses the possibilities of using a scenario approach in forecasting and budgeting in the practice of corporate governance of PJSC Aeroflot. According to the methodology of the National Corporate Governance Rating in 2018, Aeroflot PJSC has a rating of 7++, which indicates compliance with Russian legislation, taking into account the interests of all interested parties (shareholders, the state, employees, consumers of services). Currently, it is established that in 2020-2021. This aspect of corporate governance in PJSC Aeroflot is not fully implemented and needs to be improved. It can be assumed that precisely because of this, the risk management system of PJSC Aeroflot could not cope with the development of anti-crisis measures in a timely manner. The authors recommend considering pessimistic and optimistic scenarios in detail when drawing up budgets, planning a budget system for each of them, developing measures to reduce risks, and responding quickly to emerging threats. It has been established that the use of a scenario approach in budgeting and corporate governance practices will allow PJSC Aeroflot to consider all possible situations, including unlikely ones, to inform representatives of the Board of Directors about all possible risks in a timely manner, and to develop measures to minimize risk.


1. Alenina E.E., Zyulina V.V., Redin D.V. Priority directions of formation of organizational structures of innovative development of high-tech industries. In the collection: Innovations in business creation and management. Materials of the VIII International Scientific Conference of teachers, staff and Graduate students. 2016. pp. 3-8. (In Russ.).

2. Alenina E.E., Zyulina V.V. Sectoral problems of management of the development of modern Russian engineering. In the collection: Materials of the Scientific and practical conference with international participation «Management in the field of science, education and technological development». 2016. pp. 134-140. (In Russ.).

3. Golovanova N.B., Gorin D.S. Methodological approach to assessing the technological state of a machine-building enterprise to increase the validity of management decisions //Management of economic systems: an electronic scientific journal. 2012;4 (40):70. (In Russ.).

4. Golovanova N.B., Gorina T.V. Comparative characteristics of the main approaches to enterprise resource management //Management of economic systems: an electronic scientific journal. 2014;12 (72):83. (In Russ.).

5. Gorin D.S. The growth of the technological gap as a trend in the development of the machine-building industry //Economics and entrepreneurship. 2014;11-4 (52): 503-505. (In Russ.).

6. Gorin D.S. Assessment of the industry significance of machine-building enterprises based on the analysis of fixed assets //Economics and entrepreneurship. 2013;12-4(41):319-322. (In Russ.).

7. Gorin D.S. Organizational and methodological aspects of crisis management at machine-building enterprises //Economics and entrepreneurship. 2012;1(24):282-285. (In Russ.).

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.