Universal International Scientific Journal
3
Abdullaev Muzaffar Abdujabbarovich
PhD, Associate Professor of the Department of Economics and Logistics, SBUMIPTC in Tashkent
Uzbekistan
Abstract:
The necessity of normative attaching to corporate management’s definition is specified. A
wide quantity of opinions concerning the maintenance of the essential elements making the concept
«corporate management» is analyzed. It is stated that the acceptance of the unified approach to the
maintenance of the concept «corporate management» is necessary at the present stage of development of
the Russian corporate practice. The new definition of the investigated concept according to which corporate
management represents the system of mutual relations among proprietors of the company, management and
other privies concerning the following: maintenance of their interests through fair and equal rights in
distribution of activity’s results; the proprietors’ monitoring of the com-pany management; increasing of
efficiency of the company and increasing in its profit; correspondence to social interests is offered.
Keywords:
corporate management, system of the reporting, the company (the organization, the
enterprise, firm).
Аннотация:
Указывается на необходимость нормативного закрепления определения
корпоративного управления. Проанализировано большое количество мнений относительно
UNIVERSAL XALQARO ILMIY
JURNAL
Jurnalning bosh sahifasi:
CORPORATE GOVERNANCE: THE CONCEPT AND THE MAIN APPROACHES TO ITS
DEFINITION IN RUSSIA
Universal International Scientific
Year: 2025 Issue: 2 Volume: 4
Published: 05.04.2025
International indexes
Universal International Scientific Journal
4
содержания существенных элементов, составляющих понятие «корпоративный менеджмент».
Утверждается, что принятие единого подхода к содержанию понятия «корпоративное управление»
необходимо на современном этапе развития российской корпоративной практики. Дано новое
определение исследуемого понятия, согласно которому корпоративное управление представляет
собой систему взаимоотношений между собственниками компании, менеджментом и другими
частными лицами по следующим вопросам: обеспечение их интересов посредством справедливого
и равноправного распределения результатов деятельности; контроль собственников за управлением
компанией; повышение эффективности развития компании и увеличения ее прибыли; предлагается
соответствие социальным интересам.
Ключевые слова:
корпоративное управление, система отчетности, компания (организация,
предприятие, фирма).
Annotatsiya.
korporativ boshqaruv ta'rifini tartibga soluvchi konsolidasiya qilish zarurati
ta'kidlangan. "Korporativ menejment" tushunchasini tashkil etuvchi muhim elementlarning mazmuni
toʻgʻrisida koʻplab fikrlar tahlil qilindi. Ta'kidlanishicha, "korporativ boshqaruv" konsepsiyasining
mazmuniga yagona yondashuvni qabul qilish Rossiya korporativ amaliyotining hozirgi rivojlanish
bosqichida zarurdir. Oʻrganilayotgan konsepsiyaning yangi ta'rifi berilgan boʻlib, unga koʻra korporativ
boshqaruv - bu kompaniya egalari, menejment va boshqa shaxslar oʻrtasidagi quyidagi masalalar boʻyicha
munosabatlar tizimi: biznes natijalarini adolatli va adolatli taqsimlash orqali ularning manfaatlarini
ta'minlash; mulkdorlarning kompaniya boshqaruvi ustidan nazorati; kompaniyaning rivojlanish
samaradorligini oshirish va uning foydasini oshirish; ijtimoiy manfaatlarga rioya qilish taklif etiladi.
Kalit so‘zlar:
korporativ boshqaruv, hisobot tizimi, kompaniya (tashkilot, korxona, firma).
Language:
English
Citation:
Abdullaev , M. (2025). CORPORATE GOVERNANCE: THE CONCEPT AND THE
MAIN APPROACHES TO ITS DEFINITION IN RUSSIA. Universal International Scientific Journal,
2(4), 3–11. Retrieved from
https://universaljurnal.uz/index.php/jurnal/article/view/1482
Doi:
https://doi.org/10.5281/zenodo.15174381
Copyright © 2025 by author(s) and Scientific Research Publishing Inc. This work is licensed under
the
Creative
Commons
Attribution
International
License
(CC
BY
4.0).
http://creativecommons.org/licenses/by/4.0/
The term "corporate governance" has
often been used by government officials,
business representatives, and journalists.
However, currently there is no unified
approach to the definition of the concept of
"corporate governance", and there is no
definition of this concept in any regulatory
legal act of Russia. The very term
Universal International Scientific Journal
5
"corporate governance" was first used by
American economists. As the corporate
practice develops, in an international legal
act approved in April 1999. The
Organization for Economic Cooperation
and Development has formulated the
following
definition
of
corporate
governance: "Corporate governance refers
to the internal means of ensuring the
activities of corporations and control over
them... One of the key elements for
improving
economic
efficiency
is
corporate governance, which includes a set
of relationships between the management
board (management, administration) of the
company,
its
board
of
directors
(supervisory board), shareholders and other
stakeholders. Corporate governance also
defines the mechanisms by which the
company's goals are formulated, the means
of achieving them and controlling its
activities is determined" [1].
In Russia, the term "corporate
governance" at the state level was first
defined by the executive authority -
financial markets in the publication
"Corporate Governance: History and
Practice" [2], which provides the following
definitions of this concept:
- Corporate governance is a system of
reporting to shareholders of persons who
are entrusted with the current management
of the company;
- Corporate governance is a way of
managing a company that ensures a fair and
equitable distribution of business results
among all shareholders, as well as other
stakeholders;
- Corporate governance is a set of
measures and rules that help shareholders
control the company's management and
influence
management
in
order
to
maximize its profits and value;
- Corporate governance is a system of
relationships between the managers of a
company and its owners in matters of
ensuring the effectiveness of its activities
and protecting the interests of the owners,
as well as other stakeholders.
The above definitions certainly reflect
the essence of corporate governance, which
consists in the separation of ownership and
executive management, when the owner
cannot
directly
control
management
decisions.
Modern researchers provide a number
of definitions of the term "corporate
governance", which include one or another
additional aspect of the basic principle
embedded in the traditional understanding
of corporate governance.
Specialists of the Russian Institute of
Directors I.Belikov and V.Verbitsky
consider corporate governance as "a system
of relationships between the owners
(shareholders) of a company and its
management, between various groups
(categories) of shareholders, between the
company as a whole and other stakeholders
in matters of ensuring the interests of these
participants in corporate relations and the
effective operation of the company, its
compliance social goals and public
interests" [3, p. 117].
Universal International Scientific Journal
6
The designation of compliance of
company management activities with
social goals and public interests gives
special relevance to this definition. The
study of the social responsibility of Russian
companies is currently a separate area of
activity of unions and associations of
entrepreneurs, and special attention is paid
to the social responsibility of companies by
the state.
The systemic nature of corporate
governance is outlined in the work of
M.M.Solovyov
"Automated
systems,
management and corporate governance: the
logic of separation and development" [4].
By now, in the theory and practice of
management, there is a clear separation of
management systems: automatic regulation
(control
system),
management
(management) and corporate governance
(corporate governance). It was the
widespread development of the stock
market, the introduction of new standards
in enterprise management, and the creation
of multinational organizations that led to
the formation of a new level of governance
- the corporate governance system. For the
corporate
governance
system,
the
management
space
has
expanded
significantly in comparison with the
management system. It has become
necessary to include, along with the
managed company and indicators of its
core market of goods and services, related
markets and the stock market with
information about a wide range of
companies of potential interest in terms of
possible
capital
flows,
structural
interactions and transformations. However,
in the corporate governance system, the
company's functioning is provided by
management, and the production of goods
and services is provided by an automated
management system. Thus, according to
M.M.Solovyov, corporate governance is a
management system that has emerged as a
result
of
the
transformation
and
development of the management system
and the automated management system,
which includes elements of these systems
and is aimed at achieving consistency of
interests of the company's owners and
others through the prism of reliable and
objective functioning of the company's top
management.
O.A.Makarova defines the concept of
"corporate governance" through definitions
fixed in Russian legislation, emphasizing
that corporate governance "is, first of all,
management carried out on the basis of the
law and internal documents of the
corporation adopted in accordance with the
law" [5, p. 26]. Of course, legal regulation
plays a key role in the corporate
governance
of
the
company.
O.A.Makarova, analyzing Article 53 of the
Civil Code of the Russian Federation,
which defines the concept of a legal entity,
as well as the Law of December 26, 1995.
No. 208-FZ "On Joint-Stock Companies",
defines
the
concept
of
corporate
governance in a narrow sense, "as an
impact on a corporation as an organized
system carried out by specially formed
Universal International Scientific Journal
7
bodies acting within their competence" [5,
p. 26]. In our opinion, such a definition
does not reflect the actual specifics of
corporate governance, since there is no
definition of the range of corporate entities,
and the formation of bodies operating
within their competence is typical for any
organizations of various organizational and
legal forms. In a broad sense, corporate
governance, according to O.A.Makarova,
is "the relationship within a corporation and
its relationship with the outside world," i.e.,
"a
system
of
relations
between
management bodies and owners of
securities of the corporation (shareholders,
owners of bonds and other securities),
between the corporation and government
agencies, as well as other stakeholders."
persons involved in the management of the
issuer (company) in one way or another as
a legal entity" [5, p. 27].
The normative approach to the
definition of the concept of "corporate
governance" is noted by V.V.Dolinskaya.
In her opinion, corporate governance is a
system of organizational and property
relations regulated by law, through which a
corporate
organization
implements,
represents and protects the interests of
investors, and primarily shareholders [6,
pp. 420-421].
S.D.Mogilevsky, based on data from
various branches of modern science,
concludes: "Corporate governance carried
out by an economic society, being a type of
social
management,
represents
a
continuous and purposeful regulating effect
on the behavior of people involved in the
sphere of activity of an economic society
(persons authorized to do so by law and
constituent documents), in the range of
corporate interests (participants, members
of management bodies) or related to labor
relations (employees and officials). This
impact is realized through the managerial
relations of the subject and the object of
corporate governance formed between
these persons" [7, p. 161].
According
to
A.Kilyachkov,
corporate governance is a set of measures
implemented by both foreign and Russian
companies to protect the interests of
owners and ultimately to increase the value
of the company and attract investment [8,
p. 51]. L.Z.Shneidman also notes that a
proper corporate governance system allows
owners to be confident that that their funds
are reasonably used by the management of
the
joint-stock
company
for
the
development of financial and economic
activities [9, p. 16]. Schneidman notes that
corporate governance in general is "a
system of accountability to shareholders of
persons
entrusted
with
the
current
management of a joint-stock company,"
while corporate governance differs from
the management of a joint-stock company,
which, in turn, is more "operational
activities and is carried out by executive
bodies and officials."
V.Kleiner
excludes
the
term
"shareholders" from the definition of
"corporate governance" as a generalizing
name for the company's partners in the
Universal International Scientific Journal
8
stock market, and suggests using the
concept of "investors", arguing that
"investors are economic entities that are
either already shareholders of the company
(real shareholders, or just shareholders), or
may become such in the future (potential
shareholders) [8, p. 36]. As stockholders
constantly migrate from the category of
stockholders to the category of potential
investors and back again, the company's
relationship with shareholders turns into a
relationship with investors - both those who
are currently investors and those who may
potentially become them. The use of the
term "investors" in the definition of
"corporate governance" is appropriate in
the case of understanding the actual
investors in the company's capital, be they
institutional
and
portfolio
investors.
However, potential investors do not fall
under the management action of the
corporation, since they are not recognized
as such in accordance with the procedure
established by law and therefore cannot
have certain rights and obligations
possessed by actual shareholders involved
in the management of the enterprise using
these rights.
V. Kleiner believes that when forming
the concept of "corporate governance" it is
necessary to take into account the direct
actors of the stock market, such as brokers,
consultants, analysts, auditing companies,
rating agencies. Of course, the above-
mentioned entities have a strong influence
on the formation of corporate strategy and
the activities of the company's governing
bodies. Successful research results from
rating agencies can help increase the
company's capital by attracting new
investors.
Defining the relationship between a
corporation and the stock market, there are
two main types of relationships:
- management flows or decision flows
directed from shareholders to the company;
- information and financial flows
directed in both directions.
The identification of such types of
relationships between an enterprise and the
stock market is based primarily on the
totality of powers defined in legislation. At
the same time, management decisions on
the part of shareholders represent the hiring
of the company's management, the
formation of the board of directors, the
selection of an auditor, etc. Information
flows from the stock market to the
company reflect the estimates and
expectations of the market regarding the
results of its activities. The information
flow from the company to the stock market
is designed not only to satisfy the
management and control requests of the
company's owners, but also to respond to
information requests from investors and
generate positive expectations from the
company's activities. Thus, according to V.
Kleiner,
corporate
governance
is
understood as "a system of relations
between a public company and the stock
market that determines:
a)
the managerial impact of
shareholders and their groups on the
Universal International Scientific Journal
9
company.;
b)
financial flows between the
company and the stock market;
c)
information flows between the
company and the stock market" [10, p. 37].
The Soviet Encyclopedic dictionary
defines management as an element, a
function of organized systems of various
natures (biological, social, technical),
ensuring the preservation of their specific
structure, maintaining the mode of activity,
and implementing their programs and goals
[11, p. 1400].
In the dictionary of S.I.Ozhegov, the
concept of "corporate" is defined as
"narrow-group,
closed
within
the
corporation" [12, p. 381].
Corporate governance is carried out in
companies
that
are
recognized
by
corporations due to economic, legal, socio-
social criteria, and in this sense, corporate
governance
is
a
special
type
of
management activity in companies with a
joint-stock form of ownership. Corporate
governance is a conscious management
that is carried out by bodies specially
formed in the corporation. These bodies are
established in accordance with the
procedure established by law, and have
different competencies, the differentiation
of which is carried out within the
framework of the law. Therefore, corporate
governance is the management carried out
on the basis of the law and other regulatory
legal acts. The regulatory regulation of
corporate governance is one of its features
and is designed to regulate, within the
framework of the law, the relationships that
develop between management entities.
According
to
A.Osinovsky,
all
participants in corporate governance are
divided into two groups: the joint-stock
company itself and the shareholders of this
company - the management of the
corporation (issuer), large shareholders
(majority), minority shareholders (holding
a small number of shares), owners of the
issuer's securities, creditors and partners
who are not owners of the issuer's
securities, federal executive authorities,
executive authorities of the subjects of the
Russian Federation, as well as local self-
government bodies [13, pp. 20-22]. It is the
regulation of relations between corporate
governance entities aimed at ensuring the
interests of participants in order to increase
the efficiency of the company's activities
that is the essence of corporate governance.
Thus, S.Masyutin believes that when
regulating the relations of corporate
governance entities, management always
has two tasks: not to lose old shareholders,
who may begin to get rid of the company's
shares that do not generate income, and to
attract new shareholders by placing
additional shares [14, p. 93]. Of course,
achieving this goal is to increase
production efficiency and increase profits
under corporate governance. - it should be
implemented
through
a
system
of
mechanisms, namely equity management,
taking into account the interests of minority
and
majority
shareholders,
other
stakeholders, interaction with professional
Universal International Scientific Journal
10
stock market participants on the movement
of issued shares based on financial flows
between the company and the stock market,
the development of a culture of interaction
with the internal and external business
environment,
implemented
including
through social responsibility of the
company, its compliance with social goals
and public interests. All the mechanisms
and processes taking place in the
corporation are structured and subject to
strict regulation by law and internal
regulations. Therefore, the relationships
that arise in the process of corporate
governance are systemic in nature.
Thus, corporate governance is a
system of relationships between the owners
of a company, management and other
stakeholders on issues of ensuring their
interests through a fair and equitable
distribution of business results, control by
the owners of the company over its
management and compliance with socio-
public interests.
LIST OF LITERATURE
1.
Принципы корпоративного управления. Организации экономического сотрудничества
и развития. 1999 / http://www.oecd/dataoecd/46/38/4354430.pdfl.
2.
Корпоративное
управление:
история
и
практика.
2005
/
http://www.fcsm.ru/catalog.asp?ob_no=8642.
3.
Беликов И., Вербицкий В. Корпоративное управление, его стандарты и их внедрение
// Общество и экономика. - 2005. - № 10-11. - С. 112-139.
4.
Соловьев М. М. Автоматизированные системы, менеджмент и корпоративное
управление: логика разделения и развития // Менеджмент в России и за рубежом. - 2008. - № 5. - С.
9-22.
5.
Макарова О. А. Реализация принципов корпоративного управления в Российском
акционерном законодательстве // Актуальные проблемы науки и практики коммерческого права: сб.
науч. ст. - Вып. 5. - М.: Волтерс Клувер, 2005. - С. 124.
6.
Долинская В. В. Акционерное право: основные положения и тенденции. - М.: Волтерс
Клувер, 2006. - 736 с.
7.
Могилевский С. Д. Органы управления хозяйственными обществами. Правовой
аспект. - М.: Дело, 2001. - 360 с.
8.
Килячков А. Корпоративное управление как фактор привлечения и защиты
инвестиций // Рынок ценных бумаг. - 2003. - № 4. - С. 50-53.
9.
Шнейдман Л. З. Принципы корпоративного управления или как успешно работать с
инвесторами // Бухгалтерский учет. - 2000. - № 1. - С. 55-60.
10.
Клейнер В. Корпоративное управление и эффективность деятельности компаний //
Вопросы экономики. - 2008. - № 10. - С. 32-48.
11.
Советский энциклопедический словарь / под ред. А. М. Прохорова. - М.: Сов. энцикл.,
1989. - 1632 с.
12.
Ожегов С.И. Словарь русского языка / под общ. ред. проф. Л. И. Скворцова. - М.: ООО
«Издательство Оникс»: ООО «Издательство «Мир и образование», 2008. - 1200 с.
Universal International Scientific Journal
11
13.
Осиновский А. Акционер против акционерного общества. - СПб.: ДНК, 2004. - 382 с.
14.
Масютин С. Корпоративное управление в России: первые шаги // Консультант. - 2005.
- № 5. - 79-81 с.
15.
Статья поступила в редакцию 13.04.2010, в окончательном варианте - 25.05.2010 г.
