Corporative Management
The maintenance of corporate management. Functions of participants of corporate
management and « the conflict of interests ». Features and critical estimations of
Anglo-American, German and Japanese models of corporate management.
Specificity of corporate management in Russia and the basic participants of model.
The bases and forms of the corporate control: joint-stock, administrative and
financial. The order of formation, power and structure of agencies, board of
directors, function of committees of board of directors of the open joint-stock
company. Essence of corporate conflicts, application of the basic means of
protection in practice and an estimation of their efficiency.
Required texts:
1.
Code of Corporative Policy.- Moscow: “Economica”, 2003
2.
Corporative management/ E.I. Ivanova, L.V. Shishkina; edited by professor B.U.
Nalivaiskii.- Rostov-on-Don.: “Feniks”,2007
3.
Management: examination answers. A series “Taking an examination”/ edited by I.U.
Soldatova, M. A. Chernishev.- Rostov-on-Don: Feniks, 2002
4.
Corporative management.- Moscow: “Alpina Business Books”, 2004
5.
Board of directors in the system of corporative management of the company/ Edited by
Kostikova I.V. Moscow: Flinta, 2002
6.
Management of modern company/ Edited by B. Milner, F. Liis. Moscow: INFRA-M,
2001
7.
Federal law “Joint-Stock companies”
8.
Federal law “securities market”
9.
Research of corporative management in Russia: comparative analysis at 2003-2005
http://www.rid.ru/research.php?id=5962
10.
Data of national rating of corporative management http://nrcm.rid.ru/page.php?id=324
Data of corporative management Standard & Poor's
http://www.sandp.ru/page.php?path=compgovlist.
Course Outline
Total Learning Hours
I
Corporate Management: evolution, definitions, the main
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participants
a. The history of corporate management. The essence and
principal causes of corporate management occurrence.
b. Definitions and the participants of corporate management.
Sources of corporate management principles.
c. The advantages of effective corporate management. Urgency
and modern tendencies.
d. Corporate management as the factor of increase of the
company’s investment attractiveness.
II
Models of corporate management: Anglo-American, German,
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Japanese and the specificity of corporate management in
Russia
a. The Anglo-American model: key features, participants of
the model realization, the structure of stock ownership, the
market of corporate control, the level of payment, criticism.
b. The German model: two-level structure of board of
directors, representation of the interested sides, universal
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IV
V
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VII
banks, cross stock ownership.
c. The Japanese model: the system of main banks, the network
organization of external interactions, the system of lifelong
hiring of personnel.
d. Specificity and peculiarities of the Russian model of
corporate management
Board of directors: rights and functions. Rules for independent
director
a. The role and competence of the board of directors.
b. The structure of the board of directors. The international
practice and recommendations on the structure of the board
of directors.
c. The criteria of independent director identification. The
classification of independent directors.
d. The terms of office, quantitative structure and rewarding of
independent directors. Rules for independent director.
The board of directors committees
a. Foreign practice of committees formation
b. The legal status.
c. Powers of committee members of the board of directors
d. The tasks, purposes and the formation of the committees.
e. Functions of the committees on audit, strategic planning,
settlement of corporate conflicts, on the staff and
rewarding, on risks, on ethics.
Agencies of a joint-stock company
a. Agencies: the order of formation, the competence and
duties.
b. Restrictions of the agencies competence on transactions.
c. The procedure of taking the office and leaving the post of
the general director.
d. The responsibility of agencies members.
The preparation and publication of the joint-stock company
annual report
a. The criteria of the annual report estimation.
b. The plan of preparation, approval and publication of the
annual report.
c. The annual report in the system of information disclosing.
Value and new tendencies. The cover and the basic
sections.
Mergers and takeovers: means of corporate protection,
efficiency estimation
a. The forms of reorganization: merger, joining, making
branches, division, and transformation of the company.
b. The classification of types of mergers and takeovers.
Foreign practice of merges.
c. Methods of protection before and after the public
announcement of the deal.
d. The key factors assisting present day mergers and
takeovers.
e. Advantages and disadvantages of merges and takeovers as
the company business strategy
f. The basic methods of collection and analysis of the
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5
information for efficiency estimation of merges and
takeovers.
VIII Ratings of corporate management: urgency, estimation
techniques
a. Urgency and corporate management ratings definition.
b. Advantages of conferring rating to the company.
c. Techniques of corporate management level estimation: a
CORE-rating, Expert RА, Standard and Pours, Brunswick
Vyborg UBC, Prime - TASS.
Total
Contact
Pogrebshikov Uriy, pogrebshikov@gmail.com
2
72 (3 ECTS)