Corporate Governance

Spain, Holland different guidebooks to corporate governance and codes of the best business practice have appeared. Is pertinent to notice, that efficiency of the listed tendencies is possibly provided that bodies of regulation and the organization accept responsibility for formation of legislative and normative base which should assist becoming of system of corporate governance. For the American model (outsiders) prominent feature is the high degree of disorder of the corporate capital. The circle of questions which concern to rights of shareholders, is limited under the law, namely: elections of directors, acceptance and change of the charter, merge and sale of the company, acceptance of the decisions connected to actives of corporation. Shareholders do not influence directly on a dividend policy, definition of size of investments; employment and dismissal of managers. The supervisory council develops in the majority of independent directors (outsiders), of 12 members – 9 independent, that assists strengthening of the control of activity of managers. In USA "the balance of rights" that enables managers ideally is created such to carry out the functions, and to shareholders to carry out the control of their activity. Models of corporate governance also are characterized by differences on a role which in activity of corporation is played with the financial organizations. For last 50 years in the countries with the advanced market economy demographic changes have resulted in necessity of creation and development of pension funds and funds of a mutual insurance. Nowadays these institutional investors became influential proprietors of corporations. In USA to pension funds and funds of a mutual insurance belongs 40 % of all corporations registered in the country, and among the big corporations this parameter achieves 60 % [59]. Almost in all advanced countries for last 10-15 years the specified establishments have turned to the main holders of shares of corporations. It is necessary to determine, that for the American model the insignificant role of banks in corporate governance is characteristic. It is forbidden to banks to own the law the corporate capital or to be united with investment banks. Corporations of USA quarterly give the information on financial-economic activities of the company and other information which is included in the report or the agenda of the general gathering of shareholders. The Japanese system of corporate governance is unique and specific. The Japanese corporations include three groups of the companies connected between self by cross possession by shares and the common business. Prominent feature of the Japanese model is high densities of banks, the companies and insignificant interest of individual shareholders. Shareholders have the right to solve such questions, as elections of board of directors, payments of dividends, distribution of the profit, modification in the charter, purposes of auditors, purchases of a control share holding, association with other corporations. The board of directors in Japan develops basically from 50 members, representatives of [...]

Principles of corporate governance of OECD literally: rights of shareholders; identical attitudes to shareholders; a role of interested persons in management of corporation; a transparency; duties [58]. The state institutes and businessman-practice, using principles, work above development of appropriate mode and rapproachement of the basic models of corporate governance. In result it was established, that irrespective of model of corporate governance in it there should be such elements, as: a transparency of structure of the property and the organization of the company, maintenance with system of the information of shareholders and their participation in management of the company, effective protection of rights of shareholders, maintenance the with high-quality information on activity of the company. The wide response and support was internationally found with results of efforts of OECD and were incorporated by many countries in a basis of construction of national models of corporate governance. For successful functioning domestic corporate sector, in our opinion, it is necessary to fix the listed principles in legislative base of Ukraine. In world practice there is a wide experience of corporate governance: American ("outsider"), German and the Japanese models ("insider" which have proved the viability and are tested by time. In a basis of polarity "outsider" and "insider" models difference in structure of the corporate property. Today in the countries where prevails "outsider" model (in USA and the Great Britain) tendencies to overcome a problem of the collective actions, are observed by the caused dispersion of the property, by expansion of participation of shareholders in management. In the countries where "insider" ("German") model functions, actions for improvement of traditional practice of management are applied by introduction of the justified economic priorities connected to access to the advanced share markets. An example of it is the Law on the control and a transparency of activity of the enterprises (Kon Tra G) which has come into force since May, 1, 1998 in Germany. This law provides actions for fastening positions of shareholders, increase of a transparency of activity of the companies and qualities of audit. The law also provides more rigid restrictions on use of a vote at cross possession of shares. The companies are forbidden to establish restriction on quantity of voices for one shareholder. The purposes of such restrictions on quantity of voices which the separate shareholder may own is to prevent absorption which has not received support of a management of the company. The law provides the rules rendering assistance to increase of an overall performance of the supervisory councils, strengthen its role in realization of audit. For example, the supervisory council of the parent company should analyze not only the annual report, but also the consolidated report of all group. During last years in a number of the countries including in Japan, France, Germany, [...]

For Ukraine at development of national model of corporate governance in the agenda there is no question on an opportunity of use of the international tendencies and as a whole of foreign experience of corporate governance, and a question on its effective use and the decision of problems of association with specificity of corporate governance in conditions of the transitive economy, having the historical roots, national features and traditions. In modern conditions construction of systems of corporate governance is under influence of the tendencies distributed in economic. In particular, to them it is possible to attribute growth of a role of a private sector, internationalization of economic life, fast change of the competitive environment among investors and the companies. Under influence of above named tendencies the majority of the countries and first of all countries-members of the Organization of economic cooperation and development (OECD) take of a measure on distribution of practice of corporate governance. In April, 1998 council OECD at the session at minister level called to develop standards of corporate governance together with the national governments, the international organizations, a private sector. The Special group on corporate governance to which was entrusted to develop the principles of corporate governance which are not having a binding character was created. Principles of corporate governance of OECD were developed and signed by ministers at session of council of OESR in May, 1999. They proclaim necessity of creation of such structure of corporate governance which would provide: rights of shareholders and their protection, the identical attitude to all shareholders, a recognition, the rights of all interested persons stipulated by the law and their encouragement to cooperation with the corporation, an information transparency of object of corporate governance, the accountability of administration before board of the company and its shareholders, creation of system of an effective control. We shall remind [...]