In business management, Russia also has a special way

"In essence, all models are erroneous, but some of them are useful." These words of George Boxing, a famous British statistics specialist, is very helpful to keep in the head by all engaged in the management.

The phrase "best practices of corporate governance" (LPD) has become a stamp of a business lexicon. Very often it seems like a universal tool for all companies. But for public and non-public companies, corporate governance is different reality.

So that they are not accused of negligence

For public Russian companies, the conformity of the set of components of the LPD, formed in Western business practices and regulatory, is of paramount importance. The composition of this set is described in detail in the Corporate Governance Code of the Bank of Russia. Leading global portfolio investors are paying attention to the presence of attributes of the LPD attributes.

The presence of Western portfolio investors in the Russian financial market is reduced. It remains mostly short-term, ready-to-high risks - in exchange for high yield. There will always be Western Portfolio Investors, whose greed rearrange fear. But even supercrowded portfolio investors cannot fully ignore the lack of attributes in those invested by them. If they go to it and bring significant losses, the claims of criminal negligence will be ruined against them. Therefore, they will always pay attention to this factor. Western regulators exhibit more and more requirements and recommendations for PCPs of public companies, and portfolio investment managers are forced to take into account this. Accordingly, the minimum set of attributes of the LPD to which they pay attention is growing.

In the opposite direction

The depth of the realization of the real practice of corporate governance of Russian public companies by portfolio investors and the influence of the conclusions on investment solutions of non-etinakov. It depends on factors such as the company's market attractiveness, the availability of unique resources, the likelihood of massive support from the state by the state, the meticuliarity of analysts, "covering" this company, the level of risk appetite of the specific managers.

But attention to the LPD will always be, and the requirements for its use will grow. These words may sound like a speech of the school director on the line. But the situation is really like that.

Does the current set of components of the LPD in Russian public companies be the same content as in Western? Obviously, no. But otherwise you can not. These differences leak out of many factors, the most important of which is the differences in the structure of share capital and social culture. Similar differences exist between Western public companies and the overwhelming majority of public companies in other countries with emerging markets. But most of the leading countries with emerging markets, business environment contributes to the growth of incentives (both financial and economic and social) to borrowing Forms of LPD and a gradual increase in their degree of real implementation.

In Russia, this environment will quickly evolve in the opposite direction. "Old songs about the main thing" are increasingly determined by the business environment. The main thing now for Russian public companies is to keep the achieved level of compliance with LPD standards, so as not to become absolute crashes for the main part of global portfolio investors, not lose the accumulated experience in the field of corporate governance. The market capitalization of these companies is determined not only by the state of their business, but also the emotions caused by investors. And the latter are largely determined by the level of compliance of the LPD.

Help business development

Non-public medium Russian companies are a different story. Studies of their corporate governance practices conducted by the Russian Institute of Directors (Reed) from 2015, show that it develops. But this development is determined not by pressure of external investors, but the needs of the owners of these companies. The latter are selected individual elements of the LPD and modify them under their tasks.

The number of companies that create advice of directors are increasing, including in cases where regulation does not require this (in the sample of Reed - 57% of companies in 2015 and 67% in 2020, plus a 12% de facto exist Performing a number of functions of tips) and committees in them (2015 - 43%, 2020 - 53%).

The number of external directors is increasing as part of the Councils and the replacement of their bodies (20% in 2015 - 28% in 2020). However, this process has a different nature than public companies. It is designed not to protect portfolio investors, but to increase the internal efficiency of business, compensate for the insufficient potential of owners and management. From external members of the Board of Directors, a good understanding of the main areas of business is required.

The practical benefits of directors created in these companies are clearly manifested in the following areas.

But it is ridiculous to apply formal criteria for the external members of such companies and the requirement to carry out supervision and control over the activities of the owner (unless, of course, he will not ask them about it). The term "external director" most adequately describes the real status and functions of such members of the Soviets. Their stay in the Council fully depends on the owner of the company. The internal audit function in such companies is created in order to help the owner it is better to understand the weakness of the management system created by him, errors and possible abuses from the management of them hired by him (2015 - 27%, 2020 - 38%). It is strange to require a decisive role in the activities of this function in such a company, external members of the Council played.

Other corporate governance

Those who actively recommend creating a management system in such companies, thanks to which the company can successfully function with the minimum participation of its owner or even without his participation, it is necessary to recall the surrounding reality. Namely, the risk of raiding in Russia is not reduced, but even grows, and the judicial system protects badly from it. This factor owners of such companies and their councils, consultants need to be remembered in recommendations on the information transparency of companies, the implementation of the practice of management remuneration with real promotions.

Part of non-public Russian companies gradually increases the number of components of the LPD, which they introduce into their management practices. However, this process - in its logic, the main drivers, the speed of change - is very different from the process of implementing the LPD in public companies. A practice is formed, which, probably, can be called "other corporate governance".

And it is natural.

The author's opinion may not coincide with the position of the VTIMES edition.