A joint stock company 100 shares of which is owned by the state. Joint-stock property of the state. Forms of management of blocks of shares owned by the state. Institute of State Representatives

Joint-stock companies with the participation of state capital occupy a vast sector Russian economy

According to the criterion of participation in capital and the influence of the state on management, three groups of joint-stock companies can be distinguished: 1) with 100% state capital; 2) with a controlling stake owned by the state; 3) with a state block of shares that is not a controlling one.

1. with 100% state capital

The meaning of the formation of joint-stock companies with 100% state capital lies in the transition to an organizational and legal form that creates wider opportunities for initiative and entrepreneurship than unitary enterprises. The owner of the property is not the state, but a joint-stock company. It bears independent property liability, which creates the possibility of using the property of such an enterprise to pay off its debts. Ownership of property and responsibility for one's debts create objective prerequisites for the "market behavior" of the respective firms.

The shareholder state does not directly manage production, it only periodically orients and evaluates the activities of its representatives in the joint-stock company. The performance of a joint-stock company with 100% state capital largely depends on the influence of the apparatus government controlled to the governing bodies of the society.

Of fundamental importance for the functioning of firms with 100% state capital is the legal mechanism of the relationship between the executive authorities and the management bodies of the joint-stock company. The principle that must be implemented in the relationship of the company with the executive authorities is representatives in a joint-stock company with sufficient control over their activities by the body in the sphere of interests of which the company is located.

2. with a state-owned controlling stake

Joint-stock companies, in which the state owns a controlling stake, are companies with mixed ownership and perform at least two tasks. First, in mixed ownership are usually large enterprises with high capital stocks. A significant number of shares enter the securities market, and conditions are created for attracting significant domestic and foreign capital. Secondly, there remains the possibility of influencing the strategy and tactics of joint-stock enterprises in order to ensure the interests of society.

The management of joint-stock companies with a state controlling stake is carried out mainly by representatives of the state. In these companies, there is a meeting of shareholders, and certain issues require a qualified majority of votes. In these, as in some other cases, representatives of the state have to reckon with the opinions of other shareholders. The interests of the state can be represented either by civil servants appointed by the competent authorities, or by other citizens on the basis of agreements concluded with the State Property Committee. Sample contract and procedure for concluding and registering contracts

to represent the interests of the state in the management bodies of joint-stock companies ( business partnerships), part of the shares (shares, contributions) of which are fixed in federal ownership, approved by the government. The dimensions of this part have not been established. This means that a representative of the state is appointed to any joint-stock company that has, even the smallest, block of state shares.

3. with a state block of shares that is not a controlling one.

The functions and rights of a state representative managing a non-controlling block of shares have certain differences, since under these conditions the role of other shareholders increases. The decisions proposed by him are not always adopted by the meeting of shareholders or the board of directors.

golden share

A golden share is a conditional share of a joint-stock company that has not yet been established. It gives the state representative the right to have a decisive vote in the process of turning a state enterprise into a joint-stock company. The golden share is an important document, since the decisive veto makes it possible to regulate the newly emerging society in a way that is beneficial to the interests and the state.

A golden share gives the right to veto for up to three years. This period is set at the time of its release.

The golden share is state-owned. It cannot be pledged or trusted. The sale and alienation of a golden share by other means before the expiration of its validity period is allowed only by decision of the body that made the decision to issue it when the joint-stock company was founded. Upon sale and alienation, a golden share is converted into an ordinary share, and the special rights granted to its owners cease.

According to D.V. Murzin, a special right - a golden share acts as a means of restricting civil rights (in this case, the rights of other shareholders. Another type of subjective rights related to the functioning of a joint-stock company, which are authorized shares, cannot be classified as securities. Declared shares mean an opportunity for a company to place the agreed number of shares in addition to the shares already placed and acquired by shareholders (placed shares), the nominal value of which forms the charter capital itself. state registration issuance of such shares.

Let's take a simple example of how gold stocks work. Let's say we represent the Siberian Federal District and decide to sell oil transportation company N. The owner of the company wants to be sure that after the sale the company will move in the right direction. Then he decides to issue a golden share, which, of course, will remain with him.

The company is on the market, that is, now it has many shareholders. But at one of the meetings, the question of closing the company is suddenly understood. We, as owners of the golden share, are blocking this decision. The company, thanks to us, lives on and is actively developing. At a certain point, we realize that there is no longer a need to control the company, and we give away our share.

Now it is not “gold”, but ordinary.

Along with legal and individuals the state can also be a shareholder of Russian joint-stock companies. This situation occurs in almost all countries of the world.

State (federal authority, subjects of the Federation, bodies local government) becomes a shareholder usually in the following situations:

· at privatization of the state and municipal enterprises;

· when buying back shares of joint-stock companies in the process of current management of the market economy (nationalization);

· when establishing joint-stock companies by the state itself or with its participation in cases established by federal laws. General rule is that the law of the Russian Federation "On joint-stock companies" does not allow state bodies and local governments to act as founders of joint-stock companies, unless otherwise provided by federal laws.

Features of the creation of joint-stock companies during the privatization of state and municipal enterprises, as well as the activities of such joint-stock companies in which more than 25% is fixed in state or municipal ownership or in respect of which a special right of the state in the management of these joint-stock companies (“golden share”) is fixed federal law on the privatization of state and municipal enterprises.

According to the criterion of participation in the capital and the degree of influence of the state on the management of a joint-stock company, several groups of joint-stock companies can be distinguished:

joint-stock companies in which up to 100% of the capital belongs to the state;

joint-stock companies in which the state owns a controlling stake;

joint-stock companies in which the state owns a "golden share";

· joint-stock companies in which the state owns a blocking stake (25% plus one share);

· joint-stock companies in which the state owns a minor stake (less than 25%).

The creation of joint-stock companies with 100% state capital is designed to solve the problem of complete dependence legal entity from the structures of state administration, preventing influence and leakage of information outside it, while at the same time sufficient economic operational independence to achieve commercial and other goals. The main reasons for the formation of joint-stock companies with one or another percentage of the state in its capital:

· shareholding form makes it possible in the future, without any organizational changes, to throw a block of shares on the market for the full or partial privatization of such joint-stock companies and attract additional investments from the market, and not from the state budget;

· the form of joint-stock companies, by definition, implies broad economic independence. In a joint-stock company with any percentage of state participation in its capital, even with 100%, the formal owner of the property is the joint-stock company itself, and not the state. Economic independence is a condition for the high commercialization of its activities;

corporatization involves the transformation of pre-existing organizational structures and competence of the governing bodies of the legal entity.

The state exercises its rights as a shareholder through representatives of the state in the management bodies of joint-stock companies.

The procedure for appointing representatives of the state, their functions, the procedure for their decision-making and their reporting are regulated by the regulation "On the procedure for the appointment and activities of representatives Russian Federation in government and audit commissions open joint-stock companies created in the process of privatization, whose shares are in federal ownership, and also in respect of which a decision has been made to use the special right for the Russian Federation to participate in their management (“golden share”)”. This provision regulates the activities of state representatives in joint-stock companies of federal subordination, in which he owns at least 98% of the shares or a "golden share". For other joint-stock companies, no normative documents there is no federal level, and in practice one has to rely on this provision, which, in the event of any court cases, turns out to be legally untenable in relation to joint-stock companies, where the share of state-owned shares is significantly lower than one hundred percent.

In accordance with the regulation, representatives of the state in joint-stock companies may be: civil servants; employees of the Federal Agency for Federal Property Management; other citizens of the Russian Federation (with the exception of those elected to representative bodies state power or local self-government) on the basis of contracts concluded in the prescribed manner.

In joint-stock companies, in respect of which a decision has been made to use the special right of the state (“golden share”) in accordance with the regulation, only civil servants can be representatives of the state.

Development effective system management of state blocks of shares is part of the general problem of organizing the management of state property, one of the most urgent for Russia in the current conditions of transition to a new socio-economic system.

One of the main functions of a joint-stock company with a state block of shares is the steady receipt of income by the state in the form of dividends. From the majority of joint-stock companies, the state receives dividends in scanty amounts. Such a dividend policy cannot be considered satisfactory.

Currently, the management of state property in business companies and partnerships are carried out by: the Federal Assembly of the Russian Federation, the President of the Russian Federation, the Ministry of Property of Russia, Russian Foundation federal property (RFBR), as well as sectoral ministries and departments. The management functions of each of the noted bodies are defined in the Concept of State Property Management and Privatization in the Russian Federation. An analysis of the functions of state property management shows that they are only fragments of the true management of state property management. The process of managing state property in business companies and partnerships with state capital requires clear coordination between higher authorities authorities, they also perform mainly the functions of managing the privatization process.

To manage the property in public corporations with state capital, the state uses the institution of its representatives. Representatives from among civil servants are appointed by decision of the President, the Government of the Russian Federation or representative state bodies. Currently, about 2,000 state representatives are employed in business companies and partnerships with state capital, including 99% of them - state employees. These are employees of sectoral ministries and departments, their territorial bodies, employees of the Ministry of Property of the Russian Federation, the Ministry for Antimonopoly Policy and Entrepreneurship Support (MAP RF), the Ministry of Finance of the Russian Federation and the RFBR. The existing procedure for appointing state representatives from among employees does not provide for effective mechanisms for assessing their professional qualities, qualifications and training, taking into account the management of a particular object of ownership, responsibility for the results of management, motivation of their work. The current system does not provide for the obligatory practice of setting clear tasks for state representatives, enshrined in the agreements of the program of measures for the implementation of these tasks.

The state is largest shareholder Russian market. The share of state-owned companies that disclose their ownership structure in the Moscow Exchange index reaches at least 45%, and the Russian Federation owns a significant part of the shares in many of the largest and most liquid assets.

In this article, a state-owned company means an organization in which a block of shares is owned by the state directly or indirectly through dependent enterprises, institutions or constituent entities of the Russian Federation, which provides the right to receive part of the profits from the activities of a joint-stock company in the form of dividends, as well as to participate in management AO. To understand the degree of influence of state authorities on each individual organization, we will calculate the effective share of the state.

Effective share of the state is a part of the issuer's voting shares, which is directly or indirectly owned by state structures.

How the system works

The public asset management system is quite decentralized. The nominal owners of the property of the Russian Federation are the Federal Agency for State Property Management (Rosimushchestvo), subordinated to the Government of the Russian Federation, State Corporation Rostec and State Corporation Vnesheconombank, which are non-profit organizations and the Central Bank of the Russian Federation. Also included in the list of companies are the shares of constituent entities of the Russian Federation and municipal authorities, although, of course, they cannot be called state-owned companies in their pure form.

The largest share of federal property falls on the Federal Property Management Agency. More than 30 public companies, including dependent companies, are under the control of this executive authority.

Companies whose shares are traded on the Moscow Exchange

ALROSA— The total share of state influence is 66%. Of these, 33% of PJSC shares are owned by the Federal Property Management Agency. 25% falls on the Ministry of Property and Land Relations of the Republic of Sakha (Yakutia) and 8% on the administrations of the districts of the same Republic.

ALROSA-Nyurba- 87.47% owned by the parent company ALROSA. 10% is owned by the regional level, the effective share of the state is 67.76%.

Aeroflot— Rosimuschestvo (54.7%) owns a controlling stake, and Rostec (3.5%) is also a shareholder.

Bashneft-AO— the largest stake is held by Rosneft 57.7% of authorized capital or 69.3% of the voting shares, which belongs to the Federal Property Management Agency. The blocking stake belongs to the Republic of Bashkortostan (25.8%). The effective share of the state is 60.5%.

VTB- on the bank's website it is stated that the Federal Property Management Agency owns 60.93% of the share capital formed by ordinary shares, but in addition, 3.1% of the votes fall on FC Otkritie and 6% on Binbank, which are currently controlled by the Central Bank.

Gazprom- the controlling stake in the "national treasure" is in the hands of the Federal Property Management Agency through the stakes owned by the Federal Property Management Agency (38.4%), and the organizations controlled by it: Rosneftegaz (11%) and Rosgazifikatsiya (1%). The total package is just over 50%.

Gazprom Neft- 96% belongs to Gazprom, and therefore 47.8% to the state.

Inter RAO— 27.6% of the company is concentrated in Rosneftegaz, i.е. Federal Property Management Agency. 9.2% is on the balance sheet of FGC UES. Taking into account the quasi-treasury package, the effective share of the state is 44.3%.

Irkut- the aircraft manufacturing corporation has one of the highest effective shares of the state - 95.7%. 87% of the company's shares are on the balance sheet of the United Aircraft Building Company (UAC), another 8.7% is owned by PJSC Sukhoi Company, most of which is also controlled by UAC.

Kamaz— 49.9% is controlled by the state corporation Rostec. Taking into account the quasi-package, the effective state share is 51.8%.

VSMPO-AVISMA Corporation— 25% of the shares are owned by a 100% subsidiary of Rostec LLC RT-BUSINESS DEVELOPMENT.

Moscow Exchange— The Moscow Exchange was established by the largest banks in 1992. Since then, about 25% of the shares of the exchange have been owned by the Central Bank, Vnesheconombank and Sberbank with shares of 11.8%, 10% and 8.4%, respectively.

Mosenergo- part of Gazprom Energoholding, owned by him by 53.5%. 26.5% are at the municipal level owned by the city of Moscow. The effective share of the state is 53.2%.

NCSP— Following the recent acquisition of Transneft, the state's total effective stake in NCSP was 80.6%, 20% of which is backed by the port's shares on the balance sheet of the Federal Property Management Agency.

United Aircraft Company- 96.8% of this company is controlled by the state. The Federal Property Management Agency has concentrated 92.3% of the company's securities, another 4.5% belongs to Vnesheconombank.

United Carriage Company- 24.3% belong to FC Otkritie, which completely came under the wing of the Central Bank of the Russian Federation.

OGK-2— the effective share of state structures is at the level of 38.5%. Such influence is ensured by 77% of the company's shares owned by Gazprom's subsidiaries.

Rosneft- the largest Russian oil company is slightly more than 50% owned by the Rosneftegaz joint-stock company, which, in turn, is 100% owned by the Federal Property Management Agency.

Rosseti-AO- the largest energy holding in Russia, is in the hands of state bodies by 88.9%. It has many subsidiaries, which, due to the high state participation in the parent company, also have a high dependence on government agencies.

Rostelecom-AO— one of the largest telecom operators in the Russian Federation, the shareholders of which are the Federal Property Management Agency and Vnesheconombank. The presence of a quasi-stake on the balance sheet of Mobitel LLC provides an effective state share of 54.9%

RusHydro is a hydro-generating holding, in which the effective state share is 75.4%. Rosimuschestvo controls 60.6%, VTB holds 13.3%. Also in the structure of shareholders is a subsidiary of VSMPO-AVISMA, which controls a 6% stake.

Sberbank- the bank claims that 50% + 1 share belongs to the Central Bank of the Russian Federation, but this is taking into account preferred shares that do not have voting rights. At the same time, the Central Bank's share of voting papers is 52.3%, i.е. the influence of the mega-regulator is slightly stronger. The remaining shares of the largest Russian bank are in free float.

Tatneft-AO- this company cannot be fully called a joint-stock company with state participation. 34% of the authorized capital of the company belongs to the level of the subject of the Russian Federation, the Republic of Tatarstan, the issuer does not disclose the structure of owners of voting shares.

TGC-1 is another asset of Gazprom Energoholding. The share of shares in the generating company owned by Gazprom is 51.8%, respectively, the effective state share is 25.9%.

Transneft- a state-owned company in its purest form, 100% of the voting shares of this natural monopoly belongs to the Russian Federation through the Federal Property Management Agency. Only the issuer's preferred papers can be purchased on the Moscow Exchange.

The general picture of public state ownership looks something like this:

Separate index

The Moscow Exchange has allocated a separate index for a company with state participation - MOEX SCI. The index for 2018 is based on 16 stocks: ALROSA, Rostelecom, Gazprom, Rosseti, VTB, RusHydro, Rosneft, FGC UES, Tatneft, Transneft, Inter RAO, Bashneft, Aeroflot, Sberbank and NCSP.

It is noteworthy that from 2012 to 2017. the Moscow Exchange index rose by 43%, while the index of companies with state participation showed an increase of 72%. At the same time, relative to sectoral indices, MOEX SCI also looks good.

The chart shows a rather strong correlation between the MOEX SCI and MICEX O&G indices. Considering that more than 50% of the SCI index is accounted for by mining companies, it cannot be unequivocally said that the leading dynamics of state-owned companies is due to their efficiency, and not to the overall growth in the oil and gas sector.

08.02.2018
Developments. The Central Bank adjusted the dictionary. New concepts have appeared in the program document of the Bank of Russia. Yesterday, the Bank of Russia's policy document was published, describing plans for the development and application of new technologies in financial market for the coming years. The main ideas, concepts and projects have already been announced by the regulator in one way or another. At the same time, the Central Bank introduces and discloses new terms, in particular, RegTech, SupTech and “through identifier”. Experts note that these areas have been successfully developing in Europe for a long time.

08.02.2018
Developments. The State Duma issued a pass to Russia for capital. It was decided to repeat the one-time business amnesty. The State Duma of Russia adopted on Wednesday in the first, and a few hours later in the second reading, a package of bills initiated by Vladimir Putin on the resumption of the capital amnesty. The new act of “forgiveness” was announced as the second stage of the 2016 campaign, which was then presented as a one-time campaign and was actually ignored by the business. Since the attractiveness of the Russian jurisdiction and trust in its law enforcement officers have not increased over the past two years, now the stake is placed on the thesis that capital must be returned to the country because it is worse for them abroad than in Russia.

07.02.2018
Developments. Control and supervision are customized. Business and authorities compared approaches to reform. The results and prospects of the reform of control and supervisory activities were discussed yesterday by representatives of the business community and regulators as part of the Week Russian business» under the auspices of the Russian Union of Industrialists and Entrepreneurs. Despite a 30% decrease in the number of scheduled inspections, businesses complain about the administrative burden and call on the authorities to respond more quickly to entrepreneurs' proposals. The government, in turn, plans to revise the mandatory requirements, reform the Code of Administrative Offenses, digitalize and accept reports in the "one window" mode.

07.02.2018
Developments. Issuers will add transparency. But investors are waiting for additions to the meetings of shareholders. The Moscow Exchange is preparing changes to the listing rules for issuers whose shares are on the highest quotation lists. In particular, companies will be required to create special sections on their websites for shareholders and investors, the maintenance of which will be controlled by the exchange. Large issuers already meet these requirements, but investors consider it important to fix these obligations in the document. In addition, in their opinion, the exchange should pay attention to the disclosure of information to shareholders' meetings, which is the most painful issue in the relationship between issuers and investors.

07.02.2018
Developments. The Central Bank of Russia gets a grasp of advertising. The financial regulator has found a new field for supervision. good faith financial advertising soon will begin to evaluate not only the Federal Antimonopoly Service, but also the Central Bank. Starting this year, as part of behavioral supervision, the Bank of Russia will detect advertising financial companies and banks, containing signs of violations, and report this to the FAS. If banks receive not only fines from the FAS, but also recommendations from the Central Bank, this may change the situation with advertising in the financial market, experts say, but the procedure for applying the Central Bank's supervisory measures in the new area has not yet been described.

06.02.2018
Developments. Not by accent, but by passport. Foreign investments under the control of the Russians will be left without international protection in the spring. A government bill depriving investments of Russian-controlled foreign companies and persons with dual citizenship of the protection of the law on foreign investment, in particular, guarantees of freedom of withdrawal of profits, will be adopted by the State Duma of Russia in early March. The document does not recognize as foreign and investments through trusts and other trust institutions. Russian-controlled structures investing in strategic assets in the Russian Federation, the White House is still ready to consider foreign investors - but for them, as before, this only means the need to coordinate transactions with the Foreign Investment Commission.

06.02.2018
Developments. Banks are not given to state structures. FAS Russia intends to limit the expansion of the public sector in the financial market. The Federal Antimonopoly Service has developed proposals to limit bank purchases government agencies. The FAS plans to amend the law "On Banks and Banking Activities" and is currently working on them with the Central Bank (CB). An exception may be the reorganization of banks, ensuring the availability of banking services in areas that need it, as well as issues of the country's security. The head of the Central Bank, Elvira Nabiullina, has already supported this initiative.

06.02.2018
Developments. Online audit was given a chance. IIDF is ready to support remote checks. Online auditing, hitherto a side branch of this business, which was carried out mainly by unscrupulous companies, has received support at the state level. The Internet Initiatives Development Fund invested 2.5 million rubles in AuditOnline, thus recognizing the prospects this direction. However, market participants are sure that online audit has no legitimate future - remote audits contradict international standards audit.

05.02.2018
Developments. It is recommended to refrain from legitimate transactions. The Central Bank of Russia considered "hidden trust management» unethical. The Bank of Russia warns professional participants against using some popular, but not entirely ethical practices in relation to clients in the stock market. The schemes described in the letter of the regulator lie in the legal plane, so the Central Bank limited itself to recommendations. But in fact, the regulator is testing the application of a motivated judgment, the right to use which has not yet been legally approved.

05.02.2018
Developments. Absorption will be less entertaining. The Central Bank of Russia encourages banks to reduce lending to M&A transactions. The idea of ​​the Central Bank to encourage banks to lend not to mergers and acquisitions of companies, but to the development of production takes on concrete features. The first step could be to instruct banks to form increased reserves for loans issued for M&A transactions. According to experts, this will reduce such lending, but in order for bank resources to go to the development of production, additional stimulus measures will be required.

The state in the securities market can act as an issuer and investor. As an issuer, it can only issue . The issue of shares at the state level is a priori impossible, because country is not joint stock company and cannot issue securities that provide ownership of it (you cannot buy a share in the state).

By issuing bonds, the state, thus, draws up the state. debt by paying investors interest on it. However, as an investor, the state can purchase securities Russian companies and be the owner of these organizations in proportion to the purchased share.

State shares are the property of the country in relation to Russian companies

There are a number of major issuers in Russia, which are the flagships of the Russian economy, and the share of state participation in such companies is sometimes very significant. State shares are acquired for the purpose of control at the federal level, such organizations are also called state. enterprises.

State shares - list of federal property

Below, in descending order of the state share of participation, the economic-forming companies of Russia are listed. The state owns shares represented by the Federal Agency for State Management. property.

• – 79.55% belongs to the state.
• – 78.1% owned by the government.
• - 75.16% is owned by the Russian Federation.
• - 75.5% property of the Russian Federation.
• - 60.38% refers to the property of the Russian Federation.
• – 57.58% belongs to the Bank of Russia.
• - 51.17% owned by the Russian Federation.
• - 50.002% is owned by the state.
• – the state owns the company through JSC GAZPROM, whose share in it is 10%.
• - the share of the state is 6.86%.
• - the largest private oil company, the shares of which are mainly owned by legal entities.
• – the organization is private, management is the owner of 60% of the shares of the company
• - the most closed company, which has not yet disclosed the exact structure of the capital of shareholders, only there is information that more than 90% of the shares belong to other shareholders.

Thus, state shares are securities of the most significant enterprises in the country, and one must always take into account that the share may change. The exact share can be found on the official website of the respective company in the "Shareholder Structure" section.