Russian Privatization And Corporate Governance What Went Wrong

Author : Rajesh Pathak
Publisher :
ISBN 13 :
Total Pages : 0 pages
Book Rating : 4.:/5 (137 download)

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Download or read book Corporate Governance in Russia written by Rajesh Pathak and published by . This book was released on 2011 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The problem of corporate governance has been pressing one for most of the countries. International organizations have also focussed their attention on the matter developing corporate governance standards e.g. OECD. The Russian corporate governance standards and practices can be explained in three phase namely Russian corporations before 1990's, the mass privatization in 1992 and after, and scenario in 21st century. Russia has a history of wars and crisis situation and its way of doing business has always been antithetical to the market orientation. This all resulted in a centralised government control and the political framework and state control resulted in sluggish improvement and growth of the organization. It was found that some of the existing private players were performing well in Russia and decision of mass privatization was taken. Three fifth of the Russian joint stock companies in operation today appeared as a result of mass privatization. Mass sale of shares in privatizes enterprises was done through freely transferable vouchers. This resulted widespread participation of insiders in the free distribution of shares and concentrated the ownership structure of the corporations. Insiders accounted for 60-65% of shares. Because of concentrated structure Russian managers started to work in their own interest and benefits and severe corporate governance problems arise. The very problems that Russia was facing that managers were working with short term perspectives for their personal gains and minority shareholders rights were violated. Share holders were not informed about the general shareholder meetings and if informed the meetings were deliberately held at such places and outskirts of the city that shareholders found it unable to reach there. Managers were manipulating the registers and were not disclosing the important information to shareholders. Their dividend distribution process was never completed in time and shareholders were also not able to exercise their voting rights. The rationale behind the corporate governance problems in Russia are as follows. The legal framework governing corporations was very weak in Russia. Managers were able to find the loopholes in the rules and regulations and so they couldn't be referred as culprits for doing illegal activities and sometimes even after strict laws the implementation was loose. The judicial system was also inefficient to deal with corporate cases. They were not able to interpret the cases properly. Managers of corporations were enjoying very healthy relationship with local and regional politicians and thereby it was encouraging them to violate minority shareholders rights. The shareholders themselves were passive and not much interested in corporate affairs in Russia. The disclosure problems in Russia were a bit related to the culture of secrecy of Russia. This all was worsening the situation of Russia, meanwhile the Russian crisis of 1998 because of steep fall in international oil prices made the situation worst and provoked the government to take measures to improve the corporate governance standards. One important factor of realizing the need of proper corporate governance mechanism was the pace of globalization. Multinational companies were growing at a fast rate and there was transition to world class standards. The second reason of improvement was to attract badly needed foreign direct investment. Russia not being an open economy was attracting very less FDI. The FDI in Russia in 1998 was USD 1.5 billion which is less than that of Hungary and only 2% of Chinese FDI. They also wanted to bring the confidence of investors into stock market because its volume was negligible. Even in 2003 the market capitalization of the the two leading Russian exchanges (MICEX and RTS) was only 127 billion dollars. If we have a look on Russian corporate governance standard we will find that it is derived from Russian joint stock company law and from corporate behavior code, and promulgated by Russian federal services on financial market. There is two tier corporate governance structure consisting management board and board of directors. Members of management board are appointed by board of directors and chaired by the director general and responsible for day to day management. The members of BOD are appointed by shareholders in general shareholders meetings and chaired by chief executive officer. As per joint stock company law at least 25% of directors should be independent but not less than three in any case. The director general can't chair the board of directors and there is provision of appointment of external auditors in general shareholder meeting. Feeling the fire, steps for legislative improvement was taken. The joint stock company law was amended in regard to appealing refusal to include a matter on agenda of a general meeting of shareholder. Criminal code was amended with Criminal penalties for failure to disclose required information and issuance of securities without registration. They also drafted law for Criminal penalties for insider trading, and investigation of suspicious transactions. Another important step taken was giving more independence to federal commission of securities market, the Russian regulator. New provisions were brought in regard to information disclosure. The financial statement of last five years should be disclosed in place of three years earlier. The consolidated accounts with subsidiary companies should be disclosed for at least three years which was earlier only for one year. Some new requirements were brought, like disclosure of information on interested transaction for five years and credit rating of last five years should be disclosed by the companies. To conclude it can be said that although corporate governance practice among Russian companies is improving but the progress is slow and disclosure and compliance level remains low in comparison to western standards because Russian financial statement still suffer from lack of transparency. It's difficult to overcome the ingrained culture and mentality which prefers secrecy to disclosure so quick but undoubtedly the trend is towards more transparency, more independent directors and financial statement with a degree of international credibility. Shareholders have also started taking initiatives by forming groups. The important point is corporate governance practices will improve only when corporations are convinced that this improvement is actually in their benefit. It can't be forced. Unless the directors can take on corporate governance reforms in spirit rather than simply in form, till then the initiative will remain superficial.