The composition of the Board of Directors (BoD) of a joint-stock company largely determines the type of corporate governance. In the recent past and partly in modern practice, corporate governance models are classified according to the structure and composition of the board of directors.
It is believed that if the board of directors includes, for the most part, individuals who are holders of large blocks of shares in this company, then this corresponds Anglo-American model of corporate governance. If the SD is composed of representatives legal entities, which are the owners of certain blocks of shares - for example, other enterprises or commercial banks - then this is a different model of corporate governance, called German or Continental.
In recent decades, the existence of the described models can be said with a sufficient degree of conditionality due to the internationalization of markets and the mutual penetration of management culture into various national and business communities.
The board of directors, as the governing body of the corporation, is designed to smooth out the contradictions between business owners - shareholders and hired managers who carry out the current management of the company. However, if the board of directors is made up of the most competent and experienced managers, then this contradiction is not removed, but only aggravated.
It is not uncommon for the board of directors to be chaired by the same person who runs the business—i.e. SEO - chief Executive Director. Almost always, the Board of Directors also includes the official responsible for the finances of the enterprise - the chief financial officer or executive vice president (CFO). It is also common practice to include a chief engineer, chief accountant, head of the legal department, or head of marketing on the board of directors.
Interests labor collective corporations at the grassroots level are most often left unrepresented. If the enterprise and its branches have a trade union of the company's employees, then a representative of the trade union may be included in the board of directors.
It is natural to assume that the representative of the labor collective on the board of directors also cannot solve the problem of the imbalance of interests between business owners and management. In fact, another one appears in SD stakeholder(bearer of interests), who will also unilaterally defend the position he represents.
Solving a typical problem for all corporations, regardless of nationality or gender economic activity, suggests itself quite clearly - to introduce into the board of directors persons who would be:
a) respected people with an impeccable business, scientific or public reputation;
b) are not connected by family, friendship, commercial or other ties with the shareholders or management of the corporation;
c) were not members of the boards of directors of other companies;
d) sufficiently qualified specialists to recommend and make balanced and verified management decisions.
Such persons are now called independent or outside directors.
But do management and major shareholders always need independent directors? Do they need to be present in the Board of Directors of state corporations? After all, by their adherence to principles or lack of understanding of the situation, they can prevent the implementation of the strategy that is convenient for the majority shareholders, who appoint high positions managers who suit them.
The law on joint-stock companies, as a rule, does not stipulate a clause on the introduction of independent directors into the Board of Directors or the reservation of a certain number of seats for them. This is understandable. Each corporation decides for itself how to act and what provisions to include in the company's charter.
But stock exchanges, which, in addition to the function of revealing market prices for shares, also perform protecting investors from manipulation of various kinds, began to introduce their own requirements for joint-stock companies conducting listing own securities on the exchange market. Thus, stock exchanges became the institution that required corporations to introduce several (or even half in number) independent directors into the board of directors.
Of course, corporations have the right to refuse the requirements of the exchange and form the SD at their own discretion, but then access to the mass public market, which is the stock exchange, becomes inaccessible to them.
Yes, but why do stockbrokers take the side of minority shareholders, owners of small blocks of shares? After all, the exchange has always personified the sharks of capitalism and profit, a passion for quick enrichment and speculative transactions.
All this is so. But the role of the exchange here becomes clear after considering its interests as an organized market and institution. The fact is that the shares quoted by the corporation on the stock exchange make up a certain share of their totality - for example, 10 or 15%. This share is called freefloat. Quotations of this very small part of the company's shares are circulating among the mass circle of stock market players, who are essentially minority shareholders.
If the exchange does not protect them from the manipulation of management and the arbitrariness of large shareholders, then stock players and investors will always be in a losing position - for example, in mergers and acquisitions of corporations, share buybacks (buy-backs), inside trading, delisting, bankruptcies and other events.
For modern Russian corporate governance practice, the significance of the institution of independent directors goes beyond the circulation of securities on public markets - both exchange and over-the-counter turnover. Independent directors are needed by state joint-stock companies, JSCs with mixed capital, as well as companies with foreign participation. Participation in the management of independent directors, whose remuneration is stipulated by the charter of the JSC, will reduce the amount of theft and additions, increase dividend payments, make the bonuses of the CEO and top management more moderate, and balance the interests of the parties.
Description of activity
Russian Institute of Directors is a leading Russian information-research, expert-consulting and training center on corporate governance issues. The Institute is the owner of four trademarks: RID®, NRKU®, NRPKD®, PhICS - Corporate Governance Model®.
The Russian Institute of Directors (RID®), the only one in Russia, assigns the National Corporate Governance Rating (NRCG®), conducts an audit of corporate governance according to the unique author's PhICS methodology - the Corporate Governance Model (PhICS®).
As part of the National Register of Professional Corporate Directors (NRPKD®) project, the Institute brings together about 700 professional members of the boards of directors of Russian companies, holds annual National Congresses of Professional Corporate Directors, which have become a unique event in Russia.
The Russian Institute of Directors together with the Association of Managers of Russia, as part of the annual TOP-1000 rating of leading managers in Russia. RID is preparing a rating of TOP-100 Directors for corporate governance Russian companies and determines the Best Independent Directors of the year.
As part of the all-Russian award of financiers "Reputation of the Year", organized by a community of professionals financial market"SAPPHIRE" and the Guild of Financiers, the Russian Institute of Directors determines the winners of the nomination "Best Independent Director of the Financial Market".
RID trains personnel for Russian companies under unique programs - "Corporate Director" and "Corporate Secretary".
Products, goods, services
- Corporate Governance Audit
- Information and analytical bulletin on corporate governance issues
- Evaluation of the work of the board of directors
- Professional preparation of the annual report
- National Corporate Governance Rating
- National Register of Professional Corporate Directors
- Learning programs
Manager's interview
Director of the Russian Institute of Directors Igor Belikov
executive.en:From what direction did you start your activity?
Igor Belikov: The Russian Institute of Directors was established as a non-profit partnership by a group of leading Russian companies in early 2002 with the aim of developing corporate governance practices. At the initial stage of RID's activity, the main areas of activity were expert work, interaction with the stock market regulator on corporate governance issues and training of company representatives on the organization of the corporate governance system and the work of its bodies.
executive.en: What is the institute of directors doing now?
I. B.: Currently, the main activities of RID are as follows:
- Providing consulting services to companies on corporate governance practices. The main consulting products are audit and diagnostics of corporate governance, preparation of annual reports of companies, assessment of the work of boards of directors, selection of candidates for boards of directors.
- Assignment of the National Corporate Governance Rating, the trademark of which is assigned to RID.
- Conducting regular research on the corporate governance practices of Russian companies. RID's partners in conducting such research included the Higher School of Economics, the Russian School of Economics, KPMG, and the Institute of Internal Auditors. RID staff has published several books and a very large number of articles.
- Consolidation of the professional community of corporate directors within National Registry corporate directors and holding its annual congresses.
- Interaction with the Federal Property Management Agency on the issues of nominating candidates to the boards of directors and audit commissions companies with state participation.
- Providing training on a number of courses for members of boards of directors and corporate secretaries.
- Conducting master classes.
- Issue of a monthly information and analytical bulletin on corporate governance issues.
executive.en: Who is your main the target audience? For companies of what size and industry affiliation are your services primarily intended?
I. B.: Our target group can be divided into three subgroups. The first is our corporate members, work with which is a priority for us. The second is public companies (having a stock listing of their shares) and companies planning to list their shares on an organized stock market. The third group is medium-sized companies interested in using the potential of corporate governance to improve the efficiency and sustainability of their business.
executive.en: What do you think is at the heart of the company's success?
I. B.: In my opinion, the most strong point professional activity RIA of the services it offers is a permanent Professional Development of its employees in order to increase the depth of understanding of corporate governance processes and, on this basis, the quality of the services we offer. We base our activities not only on the monitoring of corporate legislation. We pay paramount attention to identifying and studying trends in corporate governance practices in Russian and foreign companies, understanding how the peculiarities of the business environment in Russia (for example, such as a very high concentration of equity capital, high degree participation of major shareholders in management processes, low degree of social trust, inefficiency of the judiciary) should be taken into account in the process of building a real practice of corporate governance.
executive.en: What are your main competitive advantages as a professional company?
I. B.: I consider our main competitive advantage to be the ability to understand and take into account the needs of a particular client. To offer him corporate governance solutions that primarily contribute to improving the efficiency and sustainability of his business, and not just make his corporate governance system outwardly consistent with the recommendations of international best practice in corporate governance. The latter are only a starting point for us. We strive to assemble from elements of Russian and international best corporate governance practices such a system for a specific company that would best suit its various characteristics.
For example, such as the stage life cycle, preferred forms of investment, the level of control required by the owners of the company and the role of the company in their investment interests, the strategy of the company. This approach is enshrined by us in the concept of PhICS-model, for which RID received a trademark. Our corporate governance recommendations are primarily aimed at helping the company to use the potential of this system to improve the efficiency and sustainability of its business. And not just make it a showcase for showcasing the best of as fashionably more corporate governance practices.
executive.en: What, in your opinion, is valuable for the market, what are the trends, what will customers spend on next year?
I. B.: We believe that Russian companies need a significant increase internal efficiency their business, the quality of their management processes. Without such an improvement, the attracted investments will not give the proper return, will not lead to a significant increase in their competitiveness. This means that the attractiveness of our companies in the long term, for investors interested in fairly long-term investments, will decrease. We believe that corporate governance, as a set of practices, within which the main directions of the company's activities, performance indicators of its activities, risk management mechanisms and internal control, motivation of management, has a very great potential to help improve the efficiency of the company's business. This potential needs to be realised.
Date of foundation: 2001
Introduction
The Institute of Independent Directors is one of the newest trends in corporate governance. AT modern conditions the need to create a quality institution of independent directors is more important than ever. Given the scandalous bankruptcies of a number of well-known corporations at the end of the last century, which arose in connection with the corruption of members of the boards of directors and the unscrupulous work of management, the position of an independent director is moving to a higher level.
For the first time, the problem of independent directors was raised in the Anglo-American practice of corporate governance, with in large numbers companies with dispersed capital, whose shareholders could not take an active part in the management of the corporation. Even though a lot of time has passed since then, this topic remains relevant today.
Thus, there is a need for new external and internal corporate governance mechanisms that provide an adequate level of efficiency and transparency of activities. joint-stock company for its shareholders and investors.
Understanding the relevance of this problem and served as an incentive to write this term paper.
Objective? consider the main tasks and functions performed by the institute of independent directors, determine its role and necessity in modern Russia.
To achieve this goal, it is necessary to solve the following tasks:
· consider the theoretical foundations of the institution of independent directors;
· to analyze the world historical experience of functioning of the institute of independent directors;
· to consider the features and problems of the formation of the institution of independent directors in Russia.
Course work consists of introduction, main part (2 chapters), conclusion and bibliography.
The first chapter discusses the essence of the institution of independent directors with all its features, the reasons for the demand, as well as its functions and role.
The second chapter deals with Special attention historical experience functioning of the institution of independent directors in Russia and other countries.
Theoretical basis institute of independent directors
The essence and features of the institution of independent directors
The origin of the institution of independent directors is connected primarily with countries with a dispersed shareholding structure, in particular, the United States. The essence of this institution in Western countries is as follows: in conditions when shareholding is scattered among a large number of small and tiny shareholders, the means to prevent abuse by the chief manager and ensure that he respects the interests of shareholders should be the formation of a majority on the board of directors from outside directors - persons who do not work in this company and do not represent any particular group of shareholders.
The emergence and development of the institution of "independent directors" in Russian legislation began in the mid-1990s.
The Russian business community is currently inclined, on the whole, to share the opinion that a sufficient criterion for independence is the fact that minority shareholders are nominated to the board of directors. However, in Russian conditions, when there is often a conflict between different groups of shareholders, such a definition is not enough, since the director nominated by minority shareholders, does not necessarily act in the interests of the entire joint-stock company, but may be dependent on a narrow group of "its" shareholders.
The authors of the textbook "Corporate Law" give the following definition of an independent director: "An independent director is a member of the board of directors who is not only not a member of the board and is independent of the company's officers, their affiliates, major counterparties of the company, but also is not located with society in other respects that may affect his independence of judgment"
The following independence criteria can be distinguished, which are the most optimal:
1. during the last 3 years and not be an official (manager) or employee of the company, as well as an official or employee
2. not be an officer of another company in which any of the company's officers is a member of the HR and remuneration committee of the board of directors;
3. not be a party to obligations with the company, in accordance with the terms of which he can acquire property (receive cash), the value of which is 10 percent or more of the total annual income of the specified person, except for receiving remuneration for participation in the activities of the board of directors;
4. not be a major counterparty of the company (such a counterparty, the total volume of the company's transactions with which during the year is 10 or more percent of the book value of the company's assets);
5. not be representatives of the state.
In addition, "An independent director after the expiration of a 7-year term for performing the duties of a member of the company's board of directors cannot be considered as independent."
The competence of an independent director also includes:
1. participation in the preparation and holding of a meeting of shareholders, meetings of the board of directors;
2. analysis of prospects for the company big deals/issuance of securities (as well as their execution);
3. audit, disclosure of information about the company's activities;
4. management of corporate culture, solving issues of social responsibility.
7.2. Institute of independent directors as a condition efficient operation board of directors of the company
The institution of independent directors grew out of the Anglo-American model of the securities market, which implies a high proportion of shareholders owning a small block of shares.
In Russia, most managers simultaneously perform the functions of a manager and an owner, and the board of directors as a whole and an independent director as its component are often perceived as nothing more than a body necessary in accordance with the law to approve the decisions made by management.
However, according to researchers, in the face of increased competition, the issues of improving corporate governance as a factor in improving the efficiency of the company's activities come to the fore. As a result, an effectively functioning board of directors is no longer a “luxury”, but a condition for the survival of a society. At the same time, an important condition for the effective implementation of the tasks and functions assigned to the board is a certain degree of independence of its directors.
Before characterizing the term “independent director”, it should be emphasized that in matters of managing corporate relations, it is not so much the independence (dependence) of the director from other subjects of corporate relations that is significant, but the consequence of this - the presence of independent judgment and behavior.
An independent director is a director whose judgments cannot be influenced by anything due to his remoteness from current activities and the absence of direct or indirect ties with the company. A special difference between the status of an independent director and other members of the board of directors is that he is called upon to express an independent and impartial opinion on the strategic issues of the company's activities and take an active part in resolving conflicts of interest.
That is, specialists in the field of corporate governance emphasize not the independence of the director as individual and the independence of his judgments. This means that the members of the board of directors and the board of directors as a whole must in any situation express their opinions, make decisions, guided solely by their own professionalism and considerations of improving the efficiency of the company as a whole, but not by the considerations of any individual participants in corporate relations. Naturally, members of the board of directors will take into account the opinions and interests of the shareholders whose votes they are elected to the board, but above all, they must take into account the interests of the company as a whole.
Consequently, the question arises of how to ensure such conditions, how to check their presence and compliance.
If we follow the logic of the law, then the independence of the director's judgments is ensured by his "remoteness" from the company's management bodies. So, in accordance with the Federal Law "On JSC" recognized as an independent director a member of the company's board of directors who is not and has not been, within one year preceding the adoption of a particular decision, a person:
– acting as the sole executive body of the company, including its manager, a member of the collegial executive body, a person holding positions in the management bodies of the managing organization;
- spouse, parents, children, full and half brothers and sisters, whose adoptive parents and adopted children are persons holding positions in the specified management bodies of the company, the managing organization of the company or holding the position of the managing company;
– an affiliate of the company, with the exception of a member of the board of directors (supervisory board) of the company.
As required by the US Securities and Exchange Commission, an independent director may be recognized if all of the following conditions are met:
1) the director is not currently and has not been an employee of the company, and/or any member of his/her family is not and has not been an officer of the company or its affiliated legal entity for any period of time in the last three years ;
2) the director and/or any member of his/her family has not received remuneration from the company in excess of the equivalent of US$100,000 per annum for any period of time in the past three years. Exceptions are:
– remuneration received by a director as a member of the board of directors;
– remuneration for participation in committees and pension payments;
– other forms of compensation for previous work (provided that their payment in no way depends on the current and subsequent activities of the director);
3) the director and / or any member of his / her family is not currently and was not an affiliate of the company, and is not and was not an affiliate or employee of the present or previous independent auditor, or an employee of the structural unit of the company responsible for internal control, during any period of time in the last three years;
4) the director and/or any member of his/her family is not currently and has not been an officer of an organization in which the current member of the Company's management is on the personnel and remuneration committee for any period of time in the last three years;
5) the director is not and has not been an officer or employee, and a member of his/her family is not an officer of the organization to which the company has transferred or from which the company has received payments for sales transactions or services, for any period of time for the last three years;
6) the director is not a representative of the state;
7) the director is not affiliated with the company itself and its affiliates;
8) the director is not a counterparty to the obligations of the company, in accordance with the terms of which the director can acquire property (receive funds), the value of which is 10 percent or more of his/her total annual income, except for receiving remuneration for participation in the activities of the board of directors;
9) the director is not a major counterparty of the company, i.e. such a counterparty, the total volume of the company's transactions with which during the year is 10 or more percent of the book value of the Company's assets in accordance with Russian accounting standards;
10) is a member of the Board of Directors of this company for no more than 7 years.
I would like to note that the presented list of requirements that an independent director must meet is the most complete and widespread, although the criteria for classifying a director as independent are established by the regulations of all countries and all exchanges. A similar list of criteria contains the CCP of Russia.
Obviously, the observance of these criteria does not in itself guarantee the independence of the judgments of this or that subject, but is a necessary condition for it.
The practice of functioning of foreign joint-stock companies indicates that, as a rule, independent directors are:
heads of research organizations and higher educational institutions;
officials or independent consultants in the field of finance and management of similar industries;
managers and specialists with valuable experience, reliable reputation and good connections in the business world;
retired finance and business professionals, as well as former industry employees, etc.
The positive impact of such members of the board of directors on the efficiency of its functioning is self-evident, but I would like to emphasize a number of advantages that a company with an independent board of directors receives.
An interesting fact is that, according to a number of researchers, it is qualifications, experience, knowledge that are the main factor of independence. It is the qualification that allows a member of the board of directors, on the one hand, to properly substantiate his position, and on the other hand, to feel sufficiently free in making decisions.
Consider two approaches to including an independent director on the board of directors of a company.
The first: formal compliance, for example, necessary to comply with the requirements of exchanges, in order to admit securities to trading on this stock exchange.
In this case, an independent director can only improve the image of the company. The Board of Directors rarely meets, automatically approves decisions already made, and generally performs advisory functions. If an expert, well-known in the business world, preferably a foreign one, is involved as an independent director, then his big name will be a guarantor of the stability and high reputation of the business. As a result, the functions of an independent director are reduced to advising on specific issues.
Second: practical application to improve the efficiency of doing business.
The company is growing rapidly, facing uncertainties and risks. In this case, the board of directors acts as a really functioning body - it determines the corporation's development strategy, considering all options for cardinal actions. As an independent director, it is advisable to invite an experienced professional in a particular field. Being a highly qualified specialist, he will in practice be able to participate in the discussion of all significant issues by expressing an impartial judgment based on independent evaluation the problems under consideration. Such a board of directors becomes an important element of the corporate governance system and an effective tool for resolving conflicts of interest of various groups.
According to the publishers of the KKP of Russia, the independence of directors is necessary for an objective assessment of the performance of the company's executive bodies and for making informed decisions on issues where the interests of the general director and members of the company's management board and shareholders may diverge.
As mentioned earlier, in Russia the institution of independent directors has not yet received due development, the existing model of the predominance of large owners in the composition of managers predetermines major shareholders include independent members in the board of directors. Obviously, the number of independent directors cannot be increased quickly, but the need to develop this institution of corporate governance is beyond doubt.
Ministry of Education and Science of the Russian Federation
Tomsk State University
Faculty of Economics
Department of General and Applied Economics
Course work
Institute of Independent Directors in Russia: World Experience and Domestic Practice
Group Student No. 933
Yu.S. Sergievskaya
Supervisor
cand. economy Sciences, Associate Professor
M.V. Chikov
Introduction
Theoretical Foundations of the Institute of Independent Directors
1.1 Essence and features of the institute of independent directors
1.2 Functions and role of the institution of independent directors
1.3 Procedure for appointing independent directors
Institute of Independent Directors in Russia
1 Reasons for the demand for the institute of independent directors in Russia
2.2 Portrait of an independent director in Russia
2.3 Russian practice of functioning of the institution of independent directors
Conclusion
List of used sources and literature
Introduction
The Institute of Independent Directors is one of the newest trends in corporate governance. In modern conditions, the need to create a high-quality institution of independent directors is more important than ever. Given the scandalous bankruptcies of a number of well-known corporations at the end of the last century, which arose in connection with the corruption of members of the boards of directors and the unscrupulous work of management, the position of an independent director is moving to a higher level.
For the first time, the problem of independent directors was raised in the Anglo-American practice of corporate governance, with a large number of companies with dispersed capital, whose shareholders could not take an active part in the management of the corporation. Despite the fact that a lot of time has passed since then, this topic remains relevant today.
Thus, there is a need for new external and internal corporate governance mechanisms that provide an adequate level of efficiency and transparency of a joint-stock company for its shareholders and investors.
Understanding the relevance of this problem and served as an incentive to write this term paper.
The purpose of the work is to consider the main tasks and functions performed by the institute of independent directors, to determine its role and necessity in modern Russia.
To achieve this goal, it is necessary to solve the following tasks:
· consider the theoretical foundations of the institution of independent directors; · to analyze the world historical experience of functioning of the institution of independent directors; · consider the features and problems of the formation of the institution of independent directors in Russia. The course work consists of an introduction, the main part (2 chapters), a conclusion and a list of references. The first chapter discusses the essence of the institution of independent directors with all its features, the reasons for the demand, as well as its functions and role. In the second chapter, special attention is paid to the historical experience of the functioning of the institute of independent directors in Russia and other countries. 1. Theoretical foundations of the institution of independent directors 1 The essence and features of the institution of independent directors The origin of the institution of independent directors is connected primarily with countries with a dispersed shareholding structure, in particular, the United States. The essence of this institution in Western countries is as follows: in conditions when shareholding is scattered among a large number of small and tiny shareholders, the means to prevent abuse by the chief manager and ensure that he respects the interests of shareholders should be the formation of a majority on the board of directors from outside directors - persons who do not work in this company and do not represent any particular group of shareholders. The emergence and development of the institution of "independent directors" in Russian legislation began in the mid-1990s. The Russian business community is currently inclined, on the whole, to share the opinion that a sufficient criterion for independence is the fact that minority shareholders are nominated to the board of directors. However, in Russian conditions, when there is often a conflict between different groups of shareholders, such a definition is not enough, since a director nominated by minority shareholders does not necessarily act in the interests of the entire joint-stock company, but may be dependent on a narrow group of "his" shareholders. The authors of the textbook "Corporate Law" give the following definition of an independent director: "An independent director is a member of the board of directors who is not only not a member of the board and is independent of the company's officers, their affiliates, major counterparties of the company, but also is not located with society in other respects that may affect his independence of judgment" The following independence criteria can be distinguished, which are the most optimal: 1.during the last 3 years and not be an official (manager) or employee of the company, as well as an official or employee .not be an officer of another company in which any of the company's officers is a member of the HR and remuneration committee of the board of directors; .not be a party to obligations with the company, in accordance with the terms of which he can acquire property (receive funds), the value of which is 10 percent or more of the total annual income of the specified person, except for receiving remuneration for participating in the activities of the board of directors; .not be a major counterparty of the company (such a counterparty, the total volume of the company's transactions with which during the year is 10 or more percent of the book value of the company's assets); . In addition, "An independent director after the expiration of a 7-year term for performing the duties of a member of the company's board of directors cannot be considered as independent." The competence of an independent director also includes: 1.participation in the preparation and holding of the meeting of shareholders, meetings of the board of directors; .analysis of the prospects for the company of large transactions / issue of securities (as well as their conduct); .audit, disclosure of information about the company's activities; .management of corporate culture, solution of issues of social responsibility. 1.2 Functions and role of the institution of independent directors Taking into account international experience and Russian specifics, the role of the institution of independent directors should be as follows: Definition and enforcement professional standards independent directors Determining and monitoring compliance with moral and ethical standards for the activities of independent directors Carrying out qualification events and certification of members of the institute HR consulting and selection of personnel for nomination to the boards of directors of independent members Provision of training and professional development services for independent directors Conducting regular communication events for members of the Institute, as well as representatives of the investment and management communities - conferences, seminars, round tables. Such an institution must be created not on the basis of state initiatives, but on the principle of self-regulatory organization, which would make it possible to more effectively link the role and functions of the institute with the real needs of participants in business relations. The main functions of the institute of independent directors include: Ensuring the objectivity of public information about the company's activities Strengthening investor confidence in the company Establishing relationships between the company and potential investors Strengthening the company's image, including on world markets. At the same time, there are opinions that at this stage the initiative to create the Institute can be taken by professional associations of investors. According to research results, business leaders, on the one hand, and investors, on the other, have different points of view in many aspects and have different ideas about the roles of boards of directors and their independent members. · Investors tend to see main function an independent director in monitoring the actions of the executive management and preventing abuse of power (the role of "controller") · Business executives generally believe that an independent director, as an outside representative, is able to bring outside experience and innovative ideas (the role of "strategist"). During the survey, the respondents were asked whether the presence of independent members on the board of directors contributes to the growth of the investment attractiveness of enterprises (Fig. 1): In the sectoral distribution among enterprises, the picture approximately repeats the picture of opinions about the interest of companies in attracting equity investments (Fig. 2) The "group of pessimists", who assess the role of independent directors more negatively than the rest, once again included enterprises in the raw materials and petrochemical industries - industries in which, until recently, the experience of coexistence of controlling shareholders/management with minority investors was far from idyllic. During the survey, the heads of enterprises and investment organizations were asked questions about the specific advantages, in their opinion, of the presence of independent members on the boards of directors. An independent director ensures the objectivity of public information about the company's activities (Fig. 3) The overwhelming majority of managers agreed that an independent director, by his status, is able to provide higher objectivity of information about the company's activities. At the same time, investors' agreement with this statement turned out to be somewhat more restrained than that of enterprise managers (a lower proportion of fully agreeing compared to partially agreeing), which is explained by their skepticism regarding the quality of the public information process. An independent director contributes to strengthening investor confidence in the company (Fig. 4) Investors almost unanimously share (95% in total) this opinion, which is explained by the fact that the presence of independent directors contributes to greater transparency of the company's activities. Investors almost unanimously share (95% in total) this opinion, which is explained by the fact that the presence of independent directors contributes to greater transparency of the company's activities. Among the heads of enterprises, almost a quarter are pessimistic about their opinion, which is most likely due to the fact that the presence of independent directors is not the only and sufficient tool for gaining investor confidence, and this requires a whole range of other measures. As one of the survey participants noted, "we have an independent director, but investors haven't come, and they don't go..." An independent director submits positive non-standard ideas to the Board of Directors that contribute to the development of the company (Fig. 5) A remarkable picture emerges when examining the functions of an independent member of the board of directors. While business leaders see him as a specialist who, with a fresh look from the outside, is able to bring non-standard creative ideas and proposals, investors see an independent director as a strategist to a much lesser extent, rather assigning him the role of controller of the company's management actions (which is repeatedly confirmed in subsequent opinions). An independent director contributes to establishing the necessary connections and contacts with partners and counterparties of the company (Fig. 6) The almost even distribution of opinions on this issue indicates rather an indifferent attitude of respondents to the possible negative impact of affiliation with a counterparty. This fact is especially indicative in the responses of investors, who, by the nature of their activities, should have taken a more cautious approach to any kind of affiliation, however, in reality this does not happen. An independent director contributes to the establishment of relations between the company and potential investors (Fig. 8) The picture of opinions on this issue is close to the range of answers to the question about the role of independent directors in strengthening investor confidence. It is noteworthy, however, that if the picture was (in general) quite optimistic on the issue of strengthening abstract trust, then when it comes to practical steps to establish relationships with specific investors, enterprise managers are more pessimistic (34% of those who disagree vs. 25%) . An independent director contributes to strengthening the company's image, including on world markets (Fig. 9) As follows from the answers to this question, the role of independent directors in strengthening the company's image is rated very highly in all groups of respondents. 3 Procedure for appointing independent directors Associations of Independent Directors have been established in many countries. They perform many functions, including assistance in finding and selecting specialists for companies that are necessary to build a proper corporate governance system: independent directors, experts in corporate governance, internal audit, internal control, risk management. Each National Association has developed its own qualification requirements to the candidacy of an independent director: education; experience in companies known best practices corporate governance; professional qualifications, reputation, etc. In addition, they contribute to the training / professional development of their members in order to facilitate their adaptation to a new company / role: they hold seminars, trainings, round tables, etc. A candidate member of the Association studies the "Independent Director's Code", and also undertakes to act professionally, ethically, in the interests of shareholders and other stakeholders of the company, and accept it as a guide to action. Usually, the employer limits the number of companies where a person can simultaneously work as an independent director. In addition, as a rule, work in companies of the same (or related) sectors is not allowed. In accordance with best practices, a contract is concluded with independent directors for a period of three years, while its prolongation is allowed, but no more than two times (that is, the maximum possible tenure in this position in one company is nine years). It is also not uncommon to set an upper age limit at which an independent director must resign. The issue of inviting independent directors in the process of preparing for the placement of the company's securities on the stock exchange (IPO) is considered separately. Experts recommend forming a board of directors with the participation of two or three independent directors 8-12 months before the IPO. At the same time, an obligatory requirement on the part of an independent director is the inclusion in labor contract clause on insurance of liability of the director at the expense of the company. This is necessary because in many countries securities and corporate governance laws provide for significant penalties (in some cases even imprisonment) if a public company fails to comply with certain requirements. An independent director works in the governing bodies; he does not participate in the operating activities of the organization that invited him. "Working field" of an independent director - the agenda of the meeting of the Supervisory Board / Board of Directors and the attached materials (they are prepared by the corporate secretary). Members of the governing body meet once a quarter / month (depending on the practice prevailing in a particular company). Usually, independent directors receive a fixed amount as a remuneration for work once a year, but sometimes they also receive remuneration based on performance. The size of the variable part may depend on the number of meetings in which they participate, the number of additional meetings with executive directors / external experts, etc. Travel, transport, hospitality and other expenses (additionally stipulated in the contract) are reimbursed separately. As a rule, the larger and more complex the company in terms of management (the number of branches, affiliated companies, etc.), the higher the remuneration of independent directors. 2. Institute of independent directors in Russia 1 Reasons for the demand for the institute of independent directors in Russia The trend towards the gradual spread of the practice of including independent members on boards of directors has recently been gaining momentum in Russia, and various aspects related to the work of independent directors have attracted significant attention from the business community and the press. From 1999-2014 in Russia, a number of large and medium-sized institutional investors, in order to exercise and protect their rights, have been nominating independent members to boards of directors. Conducted comparative monitoring of more than 700 Russian-speaking periodicals for the period from November 2008 to February 2013 (based on the database of the Public.ru library) for mentioning the main topics in the field of corporate relations, shows significant interest in issues related to independent directors (Fig. 10): Rice. ten According to Alexander Chmel, a partner in the PricewaterhouseCoopers audit and consulting network, “The role, importance and demand for competent independent directors is growing in a crisis, since the “price” of decisions made for business owners and the promptness with which it is necessary to respond to a changing external situation have increased significantly. Because of their status, independent directors are more objective and can make the sometimes difficult decisions to save a business from economic ruin.In addition, we see that the state has begun to pay more attention to independent directors as its participation in the capital of many largest companies the requirements for the preparedness and practical involvement of these specialists in the work of boards of directors are increasing and, accordingly, are increasing. 2 Portrait of an independent director in Russia The Association of Independent Directors and PriceWaterHouseCoopers conducted a study on the topic "Collective portrait of an independent director in Russian companies". The object of the study were 225 independent directors in 100 Russian companies. Both public (73%) and non-public (27%) companies represented in almost all leading industries and financial sectors were considered. The study showed that the board of directors has an average of 9 people, the most common values are 11 and 9 (26% of companies each), the range is from 4 to 16 people. The number of committees of the boards of directors (where they exist) is on average 3 (from 1 to 9), and in total committees are created in 85% of the companies surveyed. The average value of the number of independent directors for the entire sample is 2.56. As a result of the study, the following trends were identified (compared to a similar study conducted in 2011): · Improving disclosure of information about independent directors and committees of the board of directors; · Growth in quantity public companies presented in the study from 51 to 73; · Increase in the average value of the number of independent directors in the company from 2.45 to 2.56; · Increase in the number of companies with board committees up to 85% in 2013; · Increasing the share of foreign independent directors in Russian companies from 40% to 52%; This study made it possible to compile an average portrait of an independent director in Russia with the following characteristic features (Fig. 11): ) Gender: 96% - men, 4% - women; ) Citizenship: 60% - Russian citizens, 40% - foreign citizens; ) Education: financial - economic; ) The average length of service in the Board of Directors is 14 years; In Russia, in accordance with the rules of the Stock Exchange, based on the Code of Corporate Conduct, the board of directors of the issuer must have a certain amount of independent members of the board of directors who must meet the following requirements: · at the time of election and within 1 year preceding the election, not be officials or employees of the issuer; · not be officials of another economic society in which any of the officers of this company is a member of the committee of the board of directors for personnel and remuneration; · not be spouses, parents, children, brothers and sisters of officials (manager) of the issuer ( official managing organization of the issuer); · not be affiliated persons of the issuer, with the exception of a member of the issuer's board of directors; · not be parties to obligations with the issuer, in accordance with the terms of which they can acquire property (receive funds), the value of which is 10 percent or more of the total annual income of these persons, except for receiving remuneration for participation in the activities of the board of directors of the company; · not be representatives of the state. 3 Russian practice of functioning of the institution of independent directors In Russia, the institution of independent directors was born in 1999-2000. However, many large domestic companies are already successfully using it to increase management transparency and attract investment (Figure 12). 90% of investors and 56% of executives surveyed by the Investor Protection Association believe that the presence of independent executives on the Board of Directors increases the attractiveness of the business. And 53% of business leaders positively assess the possibility of appointing an independent director to the Board of Directors of their company. Presence of independent directors on the board of directors (for the sample as a whole) Rice. 12 (
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