CC BY
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capital and human potential and also through them, on human capital. Summing up, it can be stated that social innovations aimed at human resources and the social subsystem of the organization affect both human capital and human potential and social capital. However, any changes in the properties of human potential and social capital lead to a change in the state of human capital, because human potential sets the conditions for the formation of human capital, and social capital - the conditions for its implementation. Therefore, innovations aimed at human potential and social capital must also taken into account when analyzing the innovative management of human capital.
References
1. Anderson Ch., Makers: The New Industrial Revolution. — New York: Crown Business, 2012. — ISBN 978-0-3077-2095-5.
2. BanyardP., A. Grayson, Introducing Psychological Research, NY, 2008, - p. 324
3. Blaug Mark, Not Only an Economist. Recent Essays, - N.-Y., - 1997, 245 p.
4. Chiswick Barry R. and Miller Paul W. Negative and Positive Assimilation By Prices and By Quantities, IZA Discussion Papers - 2013;
5. Dosi G., Innovation, organization and economic dynamics: sel. essays / Cheltenham; Northampton (Mass.): Elgar, cop. 2000;
6. Layard Richard and Clark David, Thrive: The Power of Evidence-Based Psychological Therapies. London, England: Allen Lane. 2014. ISBN 978-1-84614605-3;
7. Rosen Sherwin and Lazear Edward P., "RankOrder Tournaments as Optimum Labor Contracts," Journal of Political Economy, 2002, 89(5), pp. 841-864;
8. Corbae Gerald; Jensen Jakob B; Schneider, Dirk. Marketing 2.0: Strategies for Close Customer Relationships - Springer-Verlag Berlin Heidelberg New York, 2003
9. Grant R. Contemporary strategy analysis: concepts, techniques, applications. — Blackwell Pub-lishmg Ltd, 2002
10. Rosenstiel von, Lutz; Regnet, Erika; Domsch, Michel. Fuhrung von Mitarbeitern. - 5. Aufl. - Schaffer-Poeschel Verlag Stuttgart, 2003
COMPARISON OF CORPORATE GOVERNANCE SYSTEM IN USA AND _GERMAN COMPANIES_
Salome Jinjolia
Doctoral Student of the Caucasian International University, Tbilisi, Georgia
Evgeny Baratashvili
Doctor of Economic Sciences, Professor of Georgian Technical University,
Tbilisi, Georgia
ANNOTATION
Background. The article reveals the legal and historical prerequisites for the formation and development of two often opposed corporate governance systems of the US and Germany. The author analyzes and compares the structural features of each of the systems.
Methods. The research uses various methods and techniques of analysis: comparative, deduction, induction,
etc.
Results. American and German models have many differences and are often opposed to each other. Each of them formed under the influence of a specific social and legal environment, and if in the beginning the American system outstripped the German in development and distribution, then in the 21st century, a bright indicator of the quality of corporate governance - the financial market - showed the shortcomings of the American management model.
Conclusions. In conclusion, the author reflects on the current state of the corporate systems under consideration and draws conclusions about their main differences.
Key words: corporate governance models, corporate governance system
The corporate governance system is a system of interaction between its internal (shareholders and company management) and external (investors, partners, suppliers, creditors, etc.) stakeholders, built by the organization and designed to facilitate its effective development by satisfying the interests of each group of stakeholders. The implementation and protection of their rights, as well as the resolution of inter-group conflicts of interest. [2]
The corporate governance system helps the company to organize the relationship between owners most effectively, management and other stakeholders about the ownership and management of the company, as
well as the distribution of its profits. The initial goal of building, improving and developing any corporate governance system is to reduce the risks associated with the agency problem when separating property from control.
Any corporate governance system characterized by the set of corporate governance mechanisms that make up it (how issues are resolved and the power exercised within the company) and the level of their development:
- a mechanism for formalizing the relations and behavior of participants in the corporate governance
system through corporate codes (regulation of corporate procedures);
- Mechanism of representation in the management, monitoring and control bodies (ensuring protection of interests of all groups of shareholders);
- The mechanism of accountability (according to the hierarchy of government bodies);
- a mechanism for avoiding conflicts of interest (monitoring is affiliated between members of the supreme management bodies within the company, as well as related party transactions, delineation of incompatible posts, independent / external directors in higher management bodies, creation of ad hoc committees);
- the mechanism of information disclosure (the desire for information transparency of the company's activities and its management). [5]
However, the classification of corporate governance systems not based on the presence/ absence of certain corporate governance mechanisms or their effectiveness level, but rather on the specifics of the formation and development of the corporate form of doing business in different countries. Certainly, these processes influenced by general trends in economic development, the development of the legal system, the specifics of the development of the capital market and joint-stock companies of each country. [1]
Thus, in the literature, the following models of corporate governance are distinguished:
- American (USA, Great Britain, Canada, Australia and New Zealand);
- German (central Europe - Germany, Austria, the Netherlands);
- Japanese (Japan);
- Family, or family capitalism (Asia, Latin America, Sweden, Italy, France).
For a comparative analysis, the corporate governance systems of the US and Germany were chosen, since the Chinese market until recently was closed for foreign companies, which means that more and more companies were forced to adapt to corporate governance practices in countries with American and German models. [6]
The American system of corporate governance has become widespread in countries with historically low levels of shareholder ownership. The level of economic development of the United States enables citizens, and not banks, to save money, and then invest in the securities market, making private and institutional investors the main participants in the market, the owners of companies. Since the market value of shares of companies directly related to the quality of its management, investors are particularly interested in the effectiveness of the corporate governance system. The stock market has a variety of mechanisms to control the effectiveness of the management (requires special requirements for listing, compilation and disclosure of financial statements, compliance with the corporate governance code, monitors mergers and acquisitions, etc.). [3]
But individual shareholders remain sensitive to any unfavorable information, since they do not have a real possibility of influence when making individual decisions, but they can easily "vote with their feet".
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The American corporate governance system is one-part and consists of a Joint Meeting and a Board of Directors. The annual meeting of shareholders is the supreme governing body of the corporation, but due to dispersed ownership, it is formal in nature, providing the bulk of management functions and monitoring of management activities to the Board of Directors. [7]
The main task of the Board of Directors is to protect interests and maximize shareholders' wealth, i.e. High quality of corporate governance. The Board of Directors consists of external (independent) and internal (managing) directors, who are appointed and accountable to the Meeting of Shareholders. Internal directors are at the same time managerial managers of the company, and independent directors are in no way connected either with the management of the company, or with counterparties or affiliated persons, which determines the independence of their judgments and proposals. The CEO of the company appointed by the Board of Directors and often heads it. The total number of members of the Board of Directors depends on the size of the company, and the share of external directors is not more than 50% (but not less than 1 person) of the total number of members of the Board of Directors. This distribution is not accidental, because the strategic management of the company should remain in the hands of those who know the company "from within", but independent opinions should be taken into account. Moreover, the higher the ratio of independent directors to internal ones in a single-tier corporate governance structure, the less is the risk that the managing directors will control themselves, as they are on the Board of Directors, they have two roles.
The Board of Directors often forms standing committees to develop recommendations to the Board of Directors regarding the resolution of certain narrow issues: payment of management fees (salary committee), organization of external and internal audit (audit committee), etc. [4]
The advantages of the American model of corporate governance in the direct flow of information between its structural elements (Management - Board of Directors - Shareholder Meeting), which ensures a high level of transparency of the company's activities in terms of corporate governance and significantly minimizes agency costs.
The shortcomings of the one-to-one American model of corporate governance include the possibility of significant distortion of the market by its real value, due to low concentration of ownership (the model is also called an outsider - and the attraction to the use of external, market mechanisms for corporate control). As well as a not clear separation of management functions and Control due to the presence of a significant number of managing managers in the Board of Directors. [8]
The German model of corporate governance differs from the American primarily in the high concentration of share capital, mainly in banks and investment, insurance organizations. The main reason is the low liquidity of the German stock market. Therefore, firstly, the population keeps their savings in deposits. Banks, accumulating the money resources of the population, have a significant influence on the management of
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companies, as the latter often find themselves financially dependent on the former. Banks issue loans to companies, buy their securities on the exchange or become direct (or indirect )shareholders (by purchasing voting shares as collateral for issued Loans or by voting on behalf of individuals whose shares are in trust with the bank), thereby cultivating financial control over corporations. In this regard, it is for banks that the quality of corporate governance matters. Secondly, the historical role of banks as underwriters in the organization of primary placements gave them the opportunity to purchase shares of companies in more than they could accommodate, increasing their chances of being present on the Supervisory Board. [8]
An important feature of the German model is the practice of significant employee involvement (co-determination) and other stakeholders.
In making important decisions for the company, as well as cross-ownership of shares. Depending on the number of employees, the company's employees have the opportunity to elect their representatives to the Supervisory Board. It was in Germany, for the first time (the Law of 1884), that the rights of minority shareholders were legally protected, according to the group that owns no less than 1/10 of the authorized capital, could request a review by the commercial court of the decision taken by the company's management. [10]
The supreme management body in the German corporate governance model is, as well as in the American - Shareholder Meeting. The German model is a three-tiered one with a two-tiered Board of Directors. It consists of the body responsible for operational management of the company - the Management Board, and the body that forms the composition of the Management Board, controls its activities and formulates the company's overall development strategy - the Supervisory Board. The Supervisory Board also appoints the General Director of the company.
The strength of the German corporate governance model is that it puts the company's value in a lesser dependence on the situation on the stock market, due to the high concentration of ownership (the model is also called the insider - for using internal mechanisms of corporate control, self-control). However, this fact can play a negative role, leading to the infringement of the interests of minority shareholders, despite the high development of the principle of stakeholder participation in business.
Despite the level of development of the US and Germany, in both countries until the twentieth century there was no single system of legislation governing joint-stock law. In the US, separate laws differed from state to state and in Germany from land to land. However, if in the US the main regulatory institution is the exchange (NYSE, Nasdaq), then in Germany, control and regulation was assumed solely by state institutions (the Federal Service for the Regulation of Financial Markets, formed as a result of the merger of the three controlling structures). [9]
In the process of globalization, the leading stock exchanges of developed and developing countries formed the world capital market. Exchanges of the US and UK, stock exchanges of continental Europe, as well
as the stock exchanges of China - according to the latest WFE report (The World Federation of Exchanges), they are among the top ten in terms of market capitalization. The requirements for the listing and placement of securities of companies on exchanges are not limited to the establishment of free-float shares or minimum market capitalization, but also include requirements for disclosure of financial information and compliance with the corporate governance code. As you know, sooner (or later) corporations reach that point of growth, when they need capital for further development, and then they turn to financial markets. To obtain the necessary funding, they have to bring internal processes, financial condition and organizational structure in line with the above requirements.
Thus, thanks to the globalization of the capital market and the expansion of the access to it today, companies have the opportunity to seek financing not only on "home" stock exchanges, but also to enter exchanges of other countries. In such conditions, the differences in modern corporate governance systems of companies from different countries are gradually decreasing, convergence and convergence of the internal arrangement of corporate governance systems take place.
Effective corporate governance today plays a much more important role than just another legal superstructure changes. The company's management structures aimed at increasing the efficiency, effectiveness and transparency of its operations, correlate with changes in the company's market value. One need only recall a series of corporate scandals in the early 2000s around companies such as Enron, WorldCom and others. Disclosure of financial crimes, led by company management, led not only to the need for more strict control over the disclosure of information and financial activities of companies whose shares are traded on exchanges, but also increased attention to corporate governance.
Modern institutions of corporate governance regulation are:
- Legislative acts (Sarbanes-Oxley Act in the USA, Law on Securities Trading in Germany);
- Government regulators (the Securities and Exchange Commission in the United States, the Federal Service for the Regulation of Financial Markets
In Germany);
- Stock exchanges (listing requirements, requirements for reporting / disclosure and compliance with corporate governance codes);
- Rating agencies (GAMMA rating from Standard & Poor's - existed until June 2011.
American and German models have many differences and are often opposed to each other. Each of them formed under the influence of a specific social and legal environment, and if in the beginning the American system outstripped the German in development and distribution, then in the 21st century, a bright indicator of the quality of corporate governance - the financial market -showed the shortcomings of the American management model.
References:
1. Bartlett С.А., Ghoshal S., Managing Across Borders: The Transnational Solution. Boston: Harvard Business Review Press, 1998.
2. Freeman R. Edward, S. Rama Krishna Ve-lamuri, Brian Moriarty Company Stakeholder Respon-siblity: A New Approach to CSR //Business Roundtable Institute for Corporate Ethics, 2006.
3. Hamel G.C., Prahalad C.K. Competing for the Future. Cambridge, Harvard Business School Press, 1994.
4. James Brian Quinn. "Strategic Outsourcing: Leveraging Knowledge Capabilities", Sloan Management Review, 1999, p.9-21.
5. Jeffrey G. Colvin, Morgan P. Miles. "Corporate Entrepreneurship and the Pursuit of Competitive
Advantage", Entrepreneurship Theory and Practice Spring 1999.
6. Krallinger J., Mergers & Acquisitions: Managing the Transaction. New York, McGraw-Hill, 1997.
7. Lajoux A.R., The Art of M&A Integration. New York, McGraw-Hill, 1998.
8. Porter M. Competitive Advantage. New York, Free Press 1985.
9. Porter R., Wood C.N. Post-merger Integration // International M&A. New York: Wiley & Sons, 1998.
10. Prahalad C.K., Hamel G. The Core of Competence of the Corporation, Harvard Business Review, May-June 1990, p.79-93. 300.
11.
http://www.cnews.rU/reviews/index.shtml72009/05/l3 /347101
СОВРЕМЕННАЯ ТРАКТОВКА ОСНОВ РЕГИОНАЛЬНОЙ _ЭКОНОМИЧЕСКОЙ ИНТЕГРАЦИИ_
Тарасов Владимир Иванович
академик Международной академии информатизации, руководитель Аграрного центра ЕАЭС при ФГБНУ ВНИИЭСХ, г. Москва Бикмуллин Альберт Лутфуллович д.э.н., проф. кафедры экономики и управления на предприятии Казанского национального исследовательского технического университета - КАИ, г. Казань Осинина Александра Юрьевна младший научный сотрудник ФГБНУ ВНИИЭСХ, г. Москва Ивойлова Ирина Владимировна ведущий экономист ФГБНУ ВНИИЭСХ, г. Москва
АННОТАЦИЯ
В статье рассмотрены современные трактовки основ региональной экономической интеграции и ее аграрный аспект различными научными школами, выявлены особенности межгосударственной региональной экономической интеграции в аграрной сфере, предложены механизмы вариантов интеграции с системным интегратором.
ABSTRACT
The authors consider modern interpretations of the foundations of regional economic integration and its agrarian aspect in various scientific schools, identify the features of interstate regional economic integration in the agrarian sector, suggest mechanisms for integration options with the system integrator.
Ключевые слова: экономическая интеграция, региональные интеграционные формирования, АПК, ЕАЭС, зона свободной торговли, таможенный союз, общий аграрный рынок, стратегические прогнозы.
Keywords: economic integration, regional integration formations, agribusiness, EAEC, free trade zone, customs union, common agrarian market, strategic forecasts.
В настоящее время изучением теоретических аспектов региональной экономической интеграции занимается несколько научных школ: прежде всего, Международный институт изучения аграрной политики IFPRI (США), Центр интеграционных исследований Евразийского банка развития, Интеграционный центр при Европейском парламенте и Международный институт прикладного системного анализа в Австрии (ПASA). Кроме того, результаты исследований по этой же проблеме опубликованы рядом специализированных национальных исследовательских центров, включая
Аграрный центр ЕАЭС Всероссийского НИИ экономики сельского хозяйства [10,11,12], Аграрный центр МГУ имени М.В Ломоносова, Высшая школа экономики, Всероссийский институт аграрных проблем и информатики имени А.А.Никонова.
В своем первом фундаментальном труде процесс образования региональных экономических интеграционных формирований, предназначенных, прежде всего, для регулирования и повышения эффективности торгово-экономической деятельности, обобщил Б. Баласса [2]. В этой работе он ограничился рассмотрением движения только товаров и совершенно не рассматривал вопросы свободного
