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3.3. Perfection of management of shares of a state ownership in the joint-stock companies.

one of the important directions of perfection of management of a state ownership is formation of a new controlling mechanism by the state shares in the joint-stock companies, and also reforming of system of representation of interests of the state in joint-stock companies.
Many economists consider, that joint-stock companies from state ownership shares is the most preferable form of the state enterprises as is more clear and transparent organizational-legal form both for shareholders, and for foreign investors.
Rapid development of joint-stock companies in the end of XIX century has been caused by necessity of fast mobilisation of resources for the sizes, sufficient for creation of large economic objects in the conditions of a domination of private ownership. As a whole having coped with this problem, in XX century joint-stock companies of a steel of the basic organizational - legal in the developed countries of the world. In 70 - 80th of the XX-th century, in the conditions of crisis neokejnsianskih methods of regulation of economy, in the majority of the countries begin active process of formation of the mixed companies. The such companies allowed to keep, on the one hand, to the state a certain property complex for economy regulation, with other - to make functioning of the state capital by more effective.
In Russia formation of the mixed companies has begun in 90th of XX century, during mass privatisation of the state property. By 2000 the state was the shareholder of 3896 enterprises. From them at 382 joint-stock companies - 100 % of shares were in a state ownership, at 470 joint-stock companies - the state package exceeded 50 % of an authorised capital, in 1601 joint-stock companies the state share makes from 25 to 50 % of the share capital, and in 963 enterprises - less than 25 % of shares.
Depending on the organizational-legal form in the late nineties in Russia were allocated following groups of the organisations in which authorised capital there was a state share:
Open joint-stock companies - 3611;
The closed joint-stock companies - 251;
Restricted liability societies and associations - 34.
From the given classification it is possible to draw a conclusion, that the suppressing
The number of the enterprises with the state capital is represented by open joint-stock companies. Certainly, Open Society has advantage that at it is more than possibilities for capital attraction. However the in itself organizational-legal form still means nothing. Concerning the enterprises with the state capital the great value has that fact, how much given enterprise promotes economic safety, necessity of maintenance of a rational share of a state ownership during each given time, maintenance of the state control over joint-stock company activity etc.
But in any case, in comparison with the unitary enterprises, creation of joint-stock company with the state capital has a number of advantages.
The V-first, unlike the unitary enterprises, joint-stock companies with a state participation are high-grade subjects market
Relations that allows to generate in them the effective mechanism of reproduction and state ownership use.
Secondly, the state, having sold a share in an enterprise authorised capital, can receive additional means in the budget and at the same time save the control over the enterprise.
Thirdly, the joint-stock (share) form of the enterprise allows to increase the capital of the enterprise at the expense of new issues of shares and thus to expand production, concentrating the capital.
Fourthly, the joint-stock (share) form of the enterprise gives the chance various merges, thereby increasing the capital at the expense of its concentration that can favorably affect functioning of the state enterprises.
And, at last, fifthly, the state representatives in joint-stock company with the state capital are to a lesser degree subject uzkovedomstvennym to branch interests as work under the contract with power representative bodies more often.
At the same time, it is necessary to mean, what not in all joint-stock to companies with the state capital, the state can really operate the property.
So, if the state possesses the block of shares to 10 % of their total in corporation, it practically cannot render essential effect on directions and efficiency of its activity, including on management of a state ownership. The state only will be real to receive incomes of the property in the form of dividends from the shares, and also at their realisation at increase of a market value of the share, as well as any other shareholder.
Under the current legislation at 10 %-s' block of shares the state has already an opportunity to execute one of the major functions of management in sphere of management of a state ownership - function of "the negative control». It means, that Open Society board of directors should be considered, not co-ordinate the essential decisions
With the state. 10 % of shares allow the state to demand convocation and to convoke independently extraordinary meeting under the agenda necessary for it. Therefore 10 %-s' block of shares allows the representative of the state to be more than equal among others concerning large co-owners of corporation, including members of board of directors who as to private persons quite often posess the same share of shares of Open Society.
Formally complete control in management gives 51 % of the general package of voting shares. Really in the countries where joint-stock companies have reached a development high level, it is enough to have 12-15 % of the general package of voting shares of corporation to carry out the control at management syo the property. In Russia in the conditions of the current legislation it is enough to state to have approximately 25 % of shares really to receive in the hands the complete control at a corporation property management.
In joint-stock company with 100 %-s' state capital management of a state ownership less difficult in comparison with management in joint-stock company with the mixed state-private capital as the state administrative decisions and their realisation do not depend on will and interests of other shareholders. However and in the given corporations the state is competent to solve only those problems which in conformity in the law «On joint-stock companies» are in the competence of general meeting of shareholders.
Objective conditions kommertsializatsii joint-stock company with 100 %-s' state capital stipulate necessity to operate reproduction and use of a state ownership on the basis of the developed adaptive, competitive system, having for this purpose corresponding strategy and the behaviour program in the domestic and world markets which are realised through management and marketing functions.
However management in the given corporations nevertheless is limited to possibility of display of administrative pressure of representative bodies of the state and their workers. Overwork pressure is capable to create formidable barriers at realisation of potential of a competitive control system, interfering with achievement of high commercial results, as occurs in practice.
In these conditions there is a necessity for working out of the mechanism of democratisation of management of joint-stock company with 100 %-s' state capital in which would receive the permission the contradiction between the state administration managerial control and the competitive control system adapted for the market.
Now on management of shares in joint-stock companies it is impossible to recognise activity of the state bodies satisfactory. Voting by large packages of the state shares is frequent trusts in managers to the state enterprises or subjects, closely related with them and having in them mercenary personal interests. Such position leads to loss by the possibility state to operate the property in economy key industries in interests of company and national economy development as a whole.
Moreover, activity of the state enterprises and even the largest the state exclusive structures often contradicts these interests. It is known, for example, that malicious defaulters of taxes are largest of these formations, their indebtedness reaches several honeycombs billions roubles.
Now corporate giants in the form of joint-stock company with the state capital have key significance for maintenance of stability of development of national economy as a whole. Therefore management perfection by these companies and, accordingly,
State ownership shares in these companies, is of great importance.
In our opinion, perfection of management by state shares should go on a way of the decision of two primary goals:
The state as the proprietor of the enterprise should grant the big independence to management in practical operation of business.
The state should have possibility to influence that the enterprise has been obliged to achieve achievement of the indicated purposes of the state and that performance of these obligations was supervised.
One of the important directions of perfection of management of the state block of shares in joint-stock company with the state capital is, in our opinion, formation of institute of the state representatives. Now in joint-stock company with the state capital about two thousand employees attend to that interests of the state in the joint-stock companies represent. From them of 82 % - employees of the ministries and federal departments, 12 % - representatives of the Ministry of Property of the Russian Federation, regional committees, 8 % - representatives of local authorities. However neither level of their professional training, nor volume of authorities, real authority and weight do not allow them to pursue a policy effectively of the state as holder of large blocks of shares. Therefore their activity, in most cases, is inefficient.
The state nominates the representatives from among civil servants or other citizens of Russia. The first are nominated under the decision of the President, the Government of the Russian Federation or representative state bodies. The second - on the basis of agreements, according to civil procedure law.
All state representatives are obliged to co-ordinate projects of decisions introduced by them and the voting by projects of the decisions offered by other subjects with enforcement authorities
Joint-stock company controls. Voting by projects of following decisions is subject to the coordination:
Modification and additions in authorised documents of joint-stock company;
Change of size of an authorised capital of company;
Appointment (election) of concrete persons in controls and the company control;
Reception of credits at a rate of more than 10 % of volume of pure assets of company;
Sale and other alienation of real estate of company;
Sharing of company in creation of those or other enterprises (including establishment of affiliated companies) and financial and industrial groups and under projects of other decisions.
Such rigid frame conditions of the coordination hold down the initiative of the state representatives in Open Society, generate their irresponsibility for sharing in accepted decisions. Thus and administrative authorities with which voting is co-ordinated, also do not bear economic responsibility for this or that voting. On the one hand, the state representative does not bear real responsibility for results of economic activities of the enterprise, and with other - is compelled to perform the big work on reporting and to co-ordinate with hardware officers the voting by most questions of principle of management of joint-stock company. As a result the decision again starts for what not answering and practically uncontrolled hardware worker.
To realisation of inefficient activity of the state representatives in joint-stock company very often conducts and the existing mechanism of relations between the proprietor and the manager when both the meeting of shareholders, and board of directors interfere with operatively-economic activities state representative. But happens and on the contrary when «representatives of the state in joint-stock company controls act not in the best way - quite often follow the tastes of management, infringing the received
The instructions, their votings concerning an order..., suppose washing out of a share of the state, their work and the reporting have irregular character ».
Thus, inefficient activity of the state representatives in joint-stock company with the state capital speaks variety of the reasons. First, the state representatives have the limited set of the rights and possibilities that does not allow them to influence in a due measure made joint-stock companies of the decision which contradict the state interests. Secondly, activity of the state representatives is additional load to their basic professional responsibilities more often, and the low payment does not create corresponding stimulus to effective work. And, at last, in - the third, low level of professionalism and qualification in sphere of commercial management does not allow the state representatives is high-grade to participate in joint-stock company management.
Now to the government official, more often,
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It is necessary to operate simultaneously packages 5-10 joint-stock companies being in different regions and often concerning different branches. Therefore efficiency of such management is lowest. The officer not simultaneously to be present at a condition at the several enterprises and the more so thoroughly the nobility ' specificity of each enterprise. Its activity is characterised by an irregularity of sharing in work of controls of joint-stock company, samoustranennostju from the real processes occurring at the enterprises.
Now 99 % of state representatives - the employees which property responsibility is incommensurable to possible losses from unskilled or deliberate actions. Quite often also the number of representatives of board of directors mismatches the size being in the property of the state of the block of shares. There are cases, when at availability
Controlling interest, in board of directors the state represents one - two representatives.
Some authors mark two most widespread types of behaviour of the state representatives in joint-stock company:
«Indifferent behaviour» when the representative of the state in joint-stock company does not show interest to affairs of this company, despite availability of the state working control and at times even a large debt of joint-stock company to the budget. As a matter of fact, such item completely unties hands to joint-stock company management.
«The interested behaviour» when debts of joint-stock company to the state in fulfilment of functions of the state representative and in a consequence the given representative are meaningly ignored passes to highly paid work in this joint-stock company; there is a voting by the state package on behalf of the state at meeting of shareholders of joint-stock company for secondary issue on which the state share is repeatedly reduced.
And that, and other type of behaviour of the state representatives obviously does not promote improvement of management by a state ownership in joint-stock company.
That the institute of the state representatives has earned effectively, it is necessary to accept, in our opinion, variety of the standard documents regulating activity of the state representatives. In these documents should be, first of all,
Are defined: a circle of responsibilities of the state representatives; degree of their independence at acceptance of those or other decisions; system of stimulus; the economic damage liability, the caused state ownership nonprofessional actions or
Unskilled fulfilment of the functions; system of advanced training of the state representatives; system of selection of civil servants for fulfilment of this function.
To create institute of representatives, the state should possess enough more potential of qualified personnel with an operational experience in management of the enterprises. And these shots, probably, it is necessary to prepare specially. Hardly there is a sense to save a situation when civil servants combine the primary activity with activity as the state representatives. The state functions and functions on management of the state shares, in our opinion, should be divided. In enforcement authorities it is necessary to create in addition a control authority which could check operatively, administration of shares of a state ownership in joint-stock company is how much effectively exercised.
As to the state representatives it can be not only officers, but also experts from commercial structures with which enforcement authorities should conclude the corresponding agreement. But in any case, the right to represent the state in the joint-stock companies having in the property packages of the state shares, should be transmitted exclusively on a competitive basis.
The representation of interests of the state in controls of joint-stock companies the physical person (for compensation), acquired this right on competition, should be carried out on the basis of an establishment of legal responsibility of the indicated person for the actions made by it as the representative of the state. Thus it is necessary to take measures on nedopushcheniju cases of representation of interests of the state in
Controls of joint-stock company the persons consisting with it in labour relations.
Probably, it makes sense also, with the purposes of stimulation of activity of the state representatives, to make change to the legislation on the joint-stock company, allowing to direct a part of the dividends received from a state block of shares of shares, on stimulation of activity of the state representatives. In that case when the state does not have possibility to use institute of representatives, it is possible to go on other way - to use the contract system assuming transfer of stock of the state in confidential management it is direct to a management of joint-stock company or the separate manager.
The concept «confidential management» began to be used widely in Russia after introduction in action on March, 1st, 1996 the second part of the Civil code of the Russian Federation. In the Decree of the President of the Russian Federation from December, 9th, 1996 №1660 «About transfers to confidential management of the shares of the joint-stock company created in the course of privatisation fixed in the federal property», and later in the Governmental order of the Russian Federation from August, 7th, 1997 № 989 «About an order of transfer to confidential management of the shares of joint-stock companies fixed in the federal property» it has been defined, that a general condition of transfer of packages in confidential management are competition results on the right of the conclusion of the agreement of confidential management of shares.
According to the Decree of the President of the Russian Federation from December, 24th, 1993 № 2296 constructive trust assumed transfer to the authorised representative rather large powers concerning property, up to the rights of the proprietor. With introduction in action since March, 1st, 1996 of the second part of the Civil code of the Russian Federation in a legal turn-over remains confidential
The management assuming availability of some serious restrictions for the authorised representative.
According to the Civil code of the Russian Federation, the confidential managing director has no order right the shares transmitted to it. Besides, on such questions as reorganisation and joint-stock company liquidation, change of its constituent documents and an authorised capital, issue of securities and realisation of large bargains, the confidential managing director should co-ordinate the actions with the principal necessarily. Similar restrictions, in our opinion, are today a basis for restriction of distribution of this form of management by a state ownership.
Today the institute of confidential management in Russia actually does not work, and concrete examples of transfer of objects of a state ownership in confidential management have ambiguous results. So the case when joint-stock company "Росмясомолторг" in breach of the contract of confidential management without notice the founder regularly carried out commercial bargains of doubtful character, for example, is known. As a result of it joint-stock companies Murmansk and Kamchatka hladokombinaty have lost a significant part of main funds. During confidential management of federal blocks of shares in 44 of the largest hladokombinatah the countries in 1995-1998 there was a sharp decrease in efficiency of activity and aggravation of a financial condition. For
The period 1995-1996 dividends at all were not paid. For 1997 dividends have been paid only a family hladokombinatami for the 133 thousand roubles sum. In 1997 44 enterprises all these have shown in reports of 70 billion roubles of profit. At the same time one private refrigerator of average capacity has profit in 30 billion rbl.
In many respects this results from the fact that now in Russia there are no in enough operating companies, and also there are no sources of funds of activity of the given companies. At the same time it is necessary to speak and about insufficient study of the legislative decision of a question on system of confidential management in Russia.
In our opinion, development of system of confidential management can be carried out only in the conditions of cancellation of some restrictions for activity of the authorised representative. Besides, it is necessary to revise cardinally procedure of drawing up of the contract and competitive selection of confidential managing directors. It is necessary to develop also position and the standard contract about confidential management which should include necessarily the mechanism of maintenance of economic responsibility of the manager for the caused damage of a state ownership as a result of contract default, and also to define system of stimulus for the manager.
Today, though transfer to confidential management provides competitive procedure of attraction of confidential managing directors, however it does not define necessity of preparation by participants of competitions of offers on the best method of achievement of this purpose, and also an order of the reporting, the control, the basis for application of measures of responsibility concerning the confidential managing director.
Interest of participants of this process can be a condition of efficiency of confidential management in the conditions of the market only. Thus the best, stably working enterprises should be transmitted to confidential management, and what require financial position improvement, first of all, not.
Today joint-stock companies experience the same complexities, as any other joint-stock company with a state ownership share. These complexities are reduced to the following:
Low efficiency of functioning of the joint-stock enterprises;
Vulnerability of the property rights;
Opacity of activity for ordinary shareholders and the state;
Reduction of a share of "foreign" shareholders (including and the state) in joint-stock company by realisation of additional issue without their consent and in favour of "interested" investors;
perekachivanie material and financial assets from a controlling company in the affiliated firms supervised by managers or
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The structures connected with them.
Consequence of it for today is the extremely unsatisfactory dividendnaja a policy of joint-stock company with the state block of shares. The state receives incomes in the form of dividends in the scanty sizes which make less than one percent from aggregate profits of the federal budget (see table 12).
So such fact, for example, is known: management of company "Сургутнефть" to which directly posesses only 0,44 % of shares, carries out the control over 62 % of shares. It became possible thanks to thought up by "Surgut" schemes on which he possesses itself(himself) - through the affiliated companies. - see: In Klejner That is not pleasant to shareholders?//the Journal for shareholders. 2004. №5. With. 15-16.
Dividends under the federal block of shares and their significance for the federal budget in 1995-2004 1995 1996 1997 1998 1999 2000 2001 2002 2004 the Total sum of million rbl. of 115,0 118,0 270,7 574,6 6523 5600 2000 10402 12500 % in relation to sovokup the
To incomes of federal th budget 0,05 0,04 0,1 0,2 1,1 0,5 0,17 0,48 0,6 Apparently from the table, even in spite of the fact that for last years the size of dividends under the state shares in absolute expression grows and in 2004 it is planned to receive 12 500 million roubles, however in relative expression this share of incomes of the federal budget on - former remains insignificant. In 2004 it and will not exceed one percent.
One of defects modern dividendnoj politicians of the Russian state is, in our opinion, that fact, that still the basic part of incomes under shares in state treasury acts from a relative small amount of the enterprises. Now approximately 29 enterprises supply 90 % of all payments.
With the purposes of management improvement by the state block of shares in 1999 under the special control 200 largest joint-stock companies have been taken. Representatives of the state in controls the joint-stock
Companies at a stage of preparation for annual meeting of shareholders represented to Mingosimuschestvo the annual report and the information on planned dividends, including under the shares belonging to the Russian Federation.
Besides, inquiries on accounting figureses have been directed general directors, presidents of joint-stock companies and to the corresponding branch ministries and departments. Only these measures have allowed to increase in 1999 incomes under the shares belonging to the state in joint-stock company, to 301 % from the planned.
On February, 3rd, 2000 № 104 the governmental order of the Russian Federation «About measures on strengthening of the control over activity of the federal state unitary enterprises and management of shares of open joint-stock companies being in the federal property», providing was accepted, that federal enforcement authorities to which coordination and activity regulation in corresponding branches is assigned, confirm indicators of economic efficiency of activity of the enterprise and joint-stock company, more than 50 which % of shares are in the federal property. It is represented, that this measure will allow to increase in a certain measure a management efficiency a state ownership, and also the control over receipt of incomes in treasury of the state in the form of dividends from the shares belonging to the state.
As a whole, questions of management of a state ownership in joint-stock company, improvement of its return demand the big work. Its success in many respects depends on what state share in the share capital. For large and controlling interests, such legislative decisions which would allow the state as the strategic proprietor to carry out management function should be developed. For minoritarnyh blocks of shares (less than 25 %) confirmed norms and procedures, should allow the state, as to one of many
Proprietors to carry out functions of the control over enterprise activity.
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A source: SAVCHENKO ANDREY VIKTOROVICH. THE MANAGEMENT EFFICIENCY THE STATE OWNERSHIP IN MARKET ECONOMY. 2005

More on topic 3.3. Perfection of management of shares of a state ownership in the joint-stock companies.:

  1. § 1. Transformation of the state and municipal enterprises to joint-stock companies and entering of the state or municipal property as the contribution to charter capitals of joint-stock companies as the basic ways of privatisation in Russia. Management of the actions which are in the state and municipal property, as one of the main mechanisms of management of the state and municipal property
  2. § 3. Features of management and the control in the joint-stock companies created in the course of privatisation of the state and municipal property, at the transfer of stock, the being in state and municipal property, in confidential management and pledge
  3. the Special attention in the modern legal and economic theory and experts is involved with Federal act chapter 7 "On joint-stock companies" which characterises general meeting of shareholders as the supreme body of management of joint-stock company.
  4. the Chapter III. Specific lines of management and the control in the joint-stock companies created in the course of privatisation state and municipal Property
  5. § 2. The basic directions of direct public influence concerning management of joint-stock companies
  6. § 1. Features of indirect public influence in the organisation of management of joint-stock companies of Russia
  7. § 2. Problems of definition of a legal status of the joint-stock companies created in the course of privatisation of the state And municipal property
  8. TSELOVALNIKOV Alexey Borisovich. FEATURES of MANAGEMENT And the CONTROL In the JOINT-STOCK COMPANIES CREATED In the course of PRIVATIZATION of the STATE And MUNICIPAL PROPERTY: EVOLUTION of the MODERN LEGISLATION. The dissertation on competition of a scientific degree of the master of laws. Saratov - 2004, 2004
  9. Chapter 2. A parity of private and public elements in the internal organisation of management of joint-stock companies of Russia
  10. the Chapter I. The Joint-stock companies created in the course of privatisation of the state and municipal property: features of creation and a legal status
  11. the Chapter II. Features of formation and activity of controls and the control of the joint-stock companies created in the course of privatisation state and Municipal property
  12. the CHAPTER III. PERFECTION of MANAGEMENT by the STATE OWNERSHIP.
  13. 2. Joint-stock companies in the USSR in NEPa
  14. § 1. The special right of the Russian Federation, subjects of the Russian Federation to participation in management of the joint-stock companies created in process Privatisations («the gold action»)
  15. 2.3 Sale of actions of open joint-stock companies