Экономические науки/6.Маркетинг и Менеджмент

Zhumalina Angelina Asylbekovna

Kazakh National University named after Al-Farabi

Principles of corporative governance

(on example of joint-stock companies)

Management of the Joint Stock Company (JSC) is a type of so-called corporate governance. So first of all we should define the concepts and figure out the meaning of each.

JSC - is a legal entity whose charter capital is divided into shares, the shareholders are not liable for the company's obligations and bear the risk of losses related to the company's activities in the value of their shares. AO feature is the emergence of corporate relations (between the shareholder and the company itself).

The concept of "corporation" does not have a well-defined content. Often referred to develop this concept in Roman law. However, in Roman law most often to refer to a legal entity (in the modern sense) to use the term «corpus» and «universitas». The term «corporatio» - «the most common terms in the current law to refer to the union of persons, as a legal entity" - as noted by NS Suvorov - "The classic rule is unknown"

Corporate relations are characterized by the following features:

- Existence of general objectives of the

subjects.

- Consolidation of the property.

- Establishment of procedures for the control and management of cases [18].

Bodies of the legal entity's internal corporate relations are independent entities with their own will, and external - a single entity.

The next element of the concept of "corporate governance" is "control." We investigate the notion of "control" in relation to the activities of the AO. The Law "On Joint Stock Companies", the word "control" occurs more than thirty

times. But clear definition of this concept in the law is not given, and in addition, economists and

Lawyers have different interpretations of it.

In general, the issue of corporate governance has arisen due to the fact that modern business is characterized by the division of functions and responsibilities of the owner of the current implementation of corporate control. Transferring control JSC hired managers, on the one hand, leads to more effective management, due to the fact that they are engaged in the management professional. On the other hand, such action may lead to various forms of abuse on the part of managers. An example is the bankruptcy «Enron», no small role in which belonged to managers.

Released two models of corporate governance - the unitary and a two-tier. The first model is characterized in that the control and monitoring functions are combined in one body. For the two-tier model is characterized by the presence of two bodies which carry out the respective functions of management and control.

Management as a function inherent in all organized systems, ensures the preservation of their structure, maintenance of the activity, realization of the goal activity.

As defined by the Organisation for Economic Cooperation and Development (OECD), "Corporate governance is the system by which the management and control over the activities of business organizations. Its structure defines the rights and obligations of persons belonging to the corporation, such as board members, managers, shareholders and other stakeholders, and establishes rules and procedures for making decisions on corporate affairs. Corporate governance also provides the structure through which sets goals and objectives of the company and identify ways and means of achieving them, and supervises the activities of the company." So, corporate governance is a complex relationship between the AO, shareholders and other stakeholders to determine the strategic objectives of the AO, the ways to achieve these goals, as well as the development of mechanisms for monitoring their achievement.

In the scientific literature can meet a variety of approaches to the definition of corporate governance. For example, in the manual "Management and corporate control in the Company," noted that "under the management of the company, we understand the mechanism or system of interaction between the participants and the ways in which they represent their interests. The system of corporate governance is an organizational model that allows corporation must represent and protect the interests of its investors."

In a number of joint-stock company management functions performed his organs, with each organ play a role in the organization of management. Management can be strategic and operational. Strategic management is directly linked with the definition of objectives of the society. Operational - with the implementation of this goal.

It should be noted that the JSC, as well as any other entity - independent

entities which aside from its constituent entities. Activities included in the entity do not always identified with the activities of the organization itself, but only when they act the bodies and representatives authorized to take such action.

Management JSC shall be exercised by a legal person, the notion of authority in the regulations to be formulated. In the scientific literature of the economic body

Society is understood as part of its institutionalized represented by one or more individuals, formed in accordance with the procedure established by law or the constituent documents, and having a certain amount of authority, and that implements the will of a business entity.

The person performing the functions of the sole executive body, member of the board of directors or included with other body of the legal entity remaining, of course, a person, a person must, however, first of all take care not about their private interests and the interests of the joint-stock company. Often these interests may be in conflict, and the situation can be described as a situation of conflict of interest.

There is also a position that combines these two approaches, according to which

interest is considered as a set of objective and subjective elements.

Material basis for the emergence of interest is a need that can be defined as the subject in need of a set of external conditions of his existence, a claim to external circumstances arising from its essential properties. The social basis of the same acts interconnection and interdependence of people in society.

There is no question of the fact that the provisions of the Kazakhstan Corporate Code of Conduct based on the OECD corporate governance principles. In turn, the OECD Corporate Governance is built on the basis of the following principles:

- The corporate governance framework should protect shareholders' rights.

- The corporate governance framework should ensure the equitable treatment of shareholders, including minority and foreign shareholders. All shareholders should have the opportunity to obtain effective redress for violation of their rights.

- The corporate governance framework should recognize the statutory rights of stakeholders and encourage active co-operation between corporations and stakeholders in creating wealth, jobs, and the sustainability of financially-sound enterprises.

- The corporate governance framework should ensure that timely and accurate disclosure of all material matters regarding the corporation, including the financial situation, performance, ownership and management of the company.

- The corporate governance framework should ensure the strategic management of the company, effective monitoring of management by the board, and the board's accountability to the company and shareholders. We believe that in determining the principles of corporate governance should be based on that principle - the fundamental principles on which to build the whole system of corporate governance.

The Code is intended to form the legal psychology, in particular legal act in good faith habits, knowledge about the options of rational behavior in conflict situations, awareness of the importance of their duties.

References

1. Patyurel R. Creation of network organizational structures. // Problems of the theory and practice of governance. - 1997.- №3- p. 20.

2. OECD Principles of Corporate Governance. - 2004 - www.source OECD.org.

3. G. Kleiner Who and how to manage the Russian enterprises .// Independent newspaper.- 2001.- May 8th.