Corporate governance in central europe and russia, 1st ed , maria aluchna, samuel o idowu, irina tkachenko, 2020 1287

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CSR, Sustainability, Ethics & Governance Series Editors: Samuel O Idowu · René Schmidpeter Maria Aluchna Samuel O. Idowu Irina Tkachenko  Editors Corporate Governance in Central Europe and Russia Framework, Dynamics, and Case Studies from Practice CSR, Sustainability, Ethics & Governance Series Editors Samuel O Idowu, London Metropolitan University, London, UK René Schmidpeter, Cologne Business School, Cologne, Germany In recent years the discussion about the relationship between business and society has made immense progress This has in turn led to a broad academic and practical discussion on innovative management concepts, such as Corporate Social Responsibility, Corporate Governance and Sustainability Management This series offers a comprehensive overview of the latest theoretical and empirical research and provides sound concepts for sustainable business strategies In order to so, it gathers together the experience an in-depth contemplations of leading thinkers in the fields of management theory and the social sciences It makes highly innovative management approaches accessible to academics from various disciplines, business leaders and interested students alike Furthermore it brings together different perspectives from all over the world and thus contributes to the interdisciplinary and intercultural discussion on the role of business in society The underlying intention of this series is to contribute to the world's most challenging problems by developing new management concepts that create value for both: business and society It has been developed to suppose those managers and researchers who are willing to contribute to creating sustainable business approaches for our common future CSR, Sustainability, Ethics & Governance is accepted by the Norwegian Register for Scientific Journals, Series and Publishers, maintained and operated by the Norwegian Social Science Data Services (NSD) More information about this series at http://www.springer.com/series/11565 Maria Aluchna • Samuel O Idowu • Irina Tkachenko Editors Corporate Governance in Central Europe and Russia Framework, Dynamics, and Case Studies from Practice Editors Maria Aluchna Warsaw School of Economics Warsaw, Poland Samuel O Idowu Guildhall Faculty of Business and Law London Metropolitan University London, United Kingdom Irina Tkachenko Corporate Economics and Business Governance Ural State University of Economics Ekaterinburg, Russia ISSN 2196-7075 ISSN 2196-7083 (electronic) CSR, Sustainability, Ethics & Governance ISBN 978-3-030-39503-2 ISBN 978-3-030-39504-9 (eBook) https://doi.org/10.1007/978-3-030-39504-9 © Springer Nature Switzerland AG 2020 This work is subject to copyright All rights are reserved by the Publisher, whether the whole or part of the material is concerned, specifically the rights of translation, reprinting, reuse of illustrations, recitation, broadcasting, reproduction on microfilms or in any other physical way, and transmission or information storage and retrieval, electronic adaptation, computer software, or by similar or dissimilar methodology now known or hereafter developed The use of general descriptive names, registered names, trademarks, service marks, etc in this publication does not imply, even in the absence of a specific statement, that such names are exempt from the relevant protective laws and regulations and therefore free for general use The publisher, the authors, and the editors are safe to assume that the advice and information in this book are believed to be true and accurate at the date of publication Neither the publisher nor the authors or the editors give a warranty, expressed or implied, with respect to the material contained herein or for any errors or omissions that may have been made The publisher remains neutral with regard to jurisdictional claims in published maps and institutional affiliations This Springer imprint is published by the registered company Springer Nature Switzerland AG The registered company address is: Gewerbestrasse 11, 6330 Cham, Switzerland Foreword With the beginning of the twenty-first century, analysts of economic phenomena were overwhelmed not only with the numerous political, economic, and business news but also with analytical information and syntheses provided in books, diverse periodicals, blogs, and portals As it is not possible to process all available data and information, aside from the area of my personal research engagement, I select my readings (or browsing) according to my perception of intellectual profit In doing so I adopt simple criteria—I look for the significant development of existing knowledge and for the synthesis, or at least the collection, of empirical inputs which offers the managerial focus on new economic processes This book lies at the intersection of these perspectives and fits both criteria Corporate Governance in Central Europe and Russia offers the overview of critical decision mechanisms underlying the current economic debate on different capitalism models as addressed by the framework of institutional economy The essential issues refer to the effects of the introduction of economic institutions which link ownership, supervision, and management A given institutional environment reflects how adopted economic rules work It also offers the opportunity to study and understand which of these rules and mechanisms are efficient in the early phase of the economic system development as compared to the mature economies This raises research curiosity on the decision mechanisms and their outcomes in economies which undergo significant system change (called in the sequel—transition economies) The credibility of conclusions depends on theoretical frameworks adopted for the formulation of hypotheses to be empirically verified and on the diversity of empirical base used in order to reach this goal These observations draw researchers’ attention to Central European countries which have experienced the radical redevelopment of economic systems and underwent transition from central planning to market economies recently enough to be treated as the early phase transformers and long enough to provide time series observations which enable statistical analyses The book answers calls rooted in this interest to investigate mechanisms underlying complex decision processes Firstly, it is split into three parts which are devoted to mechanisms and structures, best practice v vi Foreword and standards, and the role of regulation in developing corporate governance This structure follows the correct analytical frame Secondly, the subject of analyses, i.e., so-called system transition in CEE or the breakthrough, offers, without any earlier analogy, the unique research opportunity to study institutional change of political and economic systems Transition in Central Europe and Russia, with its 30 years of history, although investigated, still lacks the syntheses or profiled selection of analyses Thirdly, countries analyzed in this book pioneered the unique evolution process starting from lack of corporate governance in centrally planned economies dominated by the state-controlled enterprises (SOEs) and leading to present state of governance maturity Fourthly, although geographically close and surviving similar political oppression, Central European countries and Russia implemented the transition reforms differently Thus, the comparison of these countries offers creative and provoking conclusions Finally, CEE is significantly integrated with Western Europe via economic links, common roots, and willingness to join the process of forming European future and to participate in shaping this future This makes knowledge on this region an intellectual must for wide audience I highly recommend this book to readers—it fills gaps in knowledge on crucial issues on the development of corporate governance system and it tackles the important research topics on mechanisms, best practice, and the role of regulation It addresses expectations of everybody who is interested in professional approach to novel economic and market phenomena Warsaw School of Economics, Warsaw, Poland National Science Center, Kraków, Poland April 15, 2019 Tomasz Szapiro Preface Corporate governance is understood as a system by which organizations are directed and controlled at the board level, where the execution of rights and responsibilities among shareholders and managers, decision-making rules, and procedures are determined In the boarder context, corporate governance indicates who governs the company, specifically how and who makes decisions about its investment, development, and expansion and in consequence about the appropriation of profits among interested stakeholders It also represents the division of power in the company and in society indicating the purpose of the corporation and the prevalent model of doing business Corporate governance focuses on the protection of investor rights, increasing transparency, improving financial performance, and maximizing shareholder value Existing studies on corporate governance reflect on structures and mechanisms which are to improve the return on investment and financial performance of listed companies Yet, with the growing social pressure and environmental shortcomings, corporate governance experiences the shifts toward a more enlightened model which empowers different groups of stakeholders The new paradigm calls for a more holistic approach, integrating financial, social, and environmental goals, increasing transparency and disclosure; the different versions of the King Report South Africa (I–IV) come to mind here This book aims to address these current changes in corporate governance and its tasks and functions with respect to Central Europe and Russia The unprecedented transition which started in the region in the years 1989–1991 included the shift from socialism to democracy and from command to market economy This radical change which ensued required a dramatic institutional transformation based on the introduction of new regulations, the emergence of new structures, and the rebuilding of the complex system of monitoring, reporting, and control Central Europe and Russia adopted various scenarios and experienced distinct shortcomings in transforming into the market economy and rebuilding the corporate governance models They represent a unique environment to document and explain how vii viii Preface corporate governance develops, combines monitoring and incentive mechanisms, and contributes to the social and economic development of a country Central Europe and Russia offer a wide range of fascinating stories of successful transition, efficient privatization, emergence of new entrepreneurial spirit, and surging valuation of de novo firms They also deliver evidence for the strength of control and ownership by large shareholders, the abuse of minority investors, the logic of interlocks of board directors, the power of oligarchs and governments, the costs of insufficient investor protection, and inefficient court system In this book, we would like to document the development of corporate governance in Central Europe and Russia addressing the latest changes and challenges in the quest for social and economic performance Warsaw, Poland London, UK Ekaterinburg, Russia Maria Aluchna Samuel O Idowu Irina Tkachenko Acknowledgments This book has been developed during discussions and meetings we held with our colleagues Initiating this book, we aimed at filling the gap in the corporate governance literature providing evidence from Central and Eastern Europe and Russia We believe that on the 30th anniversary of the Roundtable Negotiations in Poland which started the historical process of transition, the evidence from the region can deliver important insights to our understanding on the development of corporate governance We would like to thank Professor Tomasz Szapiro for the excellent foreword to the book and to all the contributors who shared their experience and knowledge in corporate governance We would like to express our gratitude to the President and Chief Executive Officer of the Global Corporate Governance Institute—Professor Nicholas Capaldi, Loyola University, New Orleans, USA, for his support and motivation in our studies on corporate governance We are grateful to our families for their understanding and support while working on this book Finally, we would also like to thank our publishing team at Springer headed by the Executive Editor, Christian Rauscher, Barbara Bethke, and other members of the publishing team who have supported this project and our other projects ix 15 Efficiency of Legal Framework for Corporate Governance in the Republic of 271 15.5.1 Structure and Functioning of the Board in Republic of Moldova’s Legal Framework Large companies are organized under a two-tier board system, while in companies with fewer than 50 shareholders; the general shareholders meeting can directly exercise the supervisory board’s powers The legislation in force and the practices of the ten largest listed companies show a framework on the structure and functioning of the board in need of reform A major shortcoming is the lack of clarity in law in assigning key responsibilities to the board We could not find any evidence that the board is playing a strategic role within companies Furthermore, listed companies are not required to have independent board members Only boards of banks are required to be made up of a majority of “non-affiliated” persons, but there is no evidence of the presence of independent directors Board committees are non-existent and the only requirement is for an auditing commission—made of non-board members and accountable to the general shareholders’ meeting We have doubts about the effectiveness of this mechanism There is no legal requirement regarding board members’ qualification (except for banks), and boards appear to lack a diversified mix of skills Boards are generally small and gender diversity is limited, while there is no established practice of board evaluation and a corporate secretary supports the board Law regulates liability of board members and conflict of interest; however little case law exists until the moment of the research (Cigna et al 2017) 15.5.2 Transparency and Disclosure Non-financial information disclosure requirements for companies and banks are quite detailed For banks, selected information must be made available on their website In general, banks’ websites appear to be informative; however, some key information does not appear to be systematically disclosed (e.g transactions in company shares, minutes of the general shareholders’ meeting) The law requires public interest entities to disclose their financial statements, which must be prepared in line with IFRS All ten largest listed companies comply with this requirement Reporting to the market and shareholders appears to be detailed by law, but in some cases it does not appear to be well implemented The law is fairly detailed concerning disclosure on the external auditor and appears to be well implemented in this respect (Cigna et al 2017) 272 O Plotnic et al 15.5.3 Internal Control All entities are requiredto establish a system of internal control, but the internal audit function is regulated only for banks Internal audit often lacks independence, with unclear reporting lines between management, the board and the audit commission Internal audit does not seem to meet often with board members in the absence of management Banks not seem to be required to have a standalone compliance function Audit committees are non-existent and the only requirement is for an auditing commission that is not a board committee There is no requirement for companies to adopt a code of ethics There is no specific whistle blowing legislation in the Republic of Moldova The external audit function is well regulated but how the independence requirements are properly implemented remains a non-answer question Regulation on related party transactions and conflict of interest appears to be comprehensive 15.5.4 Stakeholders and Institutions The Moldovan securities market is undeveloped and its stock exchange is very small, listing less than a dozen companies The volume of transactions is low and some days there are no transactions at all The stock exchange also operates as a platform for trading of non-listed issuers’ securities, which not need to comply with the listing requirements The stock exchange’s website does not provide any corporate governance information on issuers The National Commission on Financial Markets (NCFM) approved a Corporate Governance Code in 2007, which has never been reviewed It seems that the Commission has enacted a new code in March 2016 Listed companies and banks are required to dedicate a special chapter of their management report to corporate governance, covering information on the corporate governance adopted by the entity and extent to which it complies with it Banks are expressly required to have their own code of corporate governance based on the NCFM’s Corporate Governance Code and banks seem to comply with this obligation; however, information on the extent of compliance with the code is generally incomplete or inexistent There are inconsistencies in corporate governance legislation International organizations indicators reveal that competitiveness and corruption in Moldova are serious problems that need to be addressed (Cigna et al 2017) 15 Efficiency of Legal Framework for Corporate Governance in the Republic of 15.6 273 Comparative Analysis with the Good Practices in Central Europe and Russia In the last 20 years, Central and East European (CEE) economies have undergone large economic transformations These changes were not straightforward and particular countries have achieved their transformation with varying degrees of success Transition economies had to experience a transformation process in which institutional environment had to be created in a relatively short period Hence, some elements of the environment are missing or underdeveloped This pertains mostly to legal systems, capital markets, banking sector and human resources The problem of corporate governance in CEE countries is closely associated with privatization process The progress of appropriate corporate governance mechanisms has taken a different path in CEE in comparison to Western economies Corporate governance legislation in most of CEE countries is already in place but its efficiency varies considerably and thus requires further development The important question in the investigation of formed structures and models of corporate governance is whether to accept one of the models that have evolved over time within matured market economies or it is preferably to suggest another model for CEE countries, which is adapted to specific conditions of transition economies The core of the problem is to be found in the fundamental orientation of two corporate governance models belonging to developed market economies On one hand, the Anglo-American model is based on the market that controls companies and presumes capital markets have high liquidity, publicly traded capital and a large number of publicly traded companies On the other hand, the Continental-European model presumes effective functioning of the banking sector and its monitoring role that substitutes the control function of capital markets Unfortunately, neither the banking sector, nor capital markets are well established within transition economies (Franek 2016, p 123) In the comparative analysis of corporate governance systems, made by Jiri Franek in 2016 (Franek 2016), it was established that the post-privatization period for CEE countries encountered problems in regard with an insufficient system of corporate governance and moral hazard issues The critical question for these transition economies was how to cope with the period of simultaneous existence of the older system of state enterprise and control over resources and the new system of private ownership control, because privatization process and creation of new institutions in these particular countries have taken a long time to develop (Tofan et al 2015a, b) The road from the older system to the new one was complicated and transformation processes that could not have been copied from the models of developed countries, because disposable time and primary conditions were very different Furthermore, the transformation process took place at the background of significant economic, cultural and social differences in CEE economies that were essential for the whole course of changes in these national economies It was noted in the research that after privatization was completed, CEE countries could be considered representatives of the inside controlled systems that are dependent on banks, according to the corporate governance system in force The absence of functional capital markets is apparent 274 O Plotnic et al The underdeveloped capital markets not supply the necessary flow of new capital to businesses; their low liquidity does not allow indirect ownership control over the behavior of managerial boards through the market for corporate control From the economic performance perspective, credit markets in CEE countries are potentially more efficient Comparative analysis (Franek 2016), suggests that corporate governance systems operate on the basis that it has been inspired by Continental-European model (German model) Some differences that occurred are not considered significant, though the Codes of Best Practice based on the OECD Principles of Corporate Governance coming from Anglo-American environment has no influence However, some scandals in Germany have weakened the up to now solid reputation of German model and its dominant influence that has spread into all CEE countries Participants of international capital markets will still demand a good level of company corporate governance while considering investment opportunities and those companies, which not pay sufficient attention to corporate governance practices, will discourage them There are differences in the levels of corporate governance among CEE countries due to the history of legal tradition, social habits and political framework that prevails in a particular country Transition economies will continue to learn from corporate governance practices of historically successful companies In recent years, there has been a significant step forward in CEE regarding specific aspects of institutional reform; however the situation varies in particular countries (Franek 2016, p 132) When comparing the development of corporate governance in Central Europe and Russia we can identify some similarities and differences On one hand, the countries of Central Europe and Russia have much in common: they all have been involved in the two major economic periods of the twentieth century: the communist experiment with a command economy, and the subsequent transition from plan to market (Mogilevskyi 2001) The latter still continues, and it has yielded different results in different countries For example, between 1990 and 1999, GDP in Poland grew by more than 40%, while in Russia it fell by 40% (Oman 2001) The awareness of the interrelation between the successes of reforms and the quality of corporate governance brought forward the issue of corporate governance improvement The Bank of Russia Financial Market Service notes that the purpose of corporate governance is to give shareholders opportunity of effective control and monitoring of management’s activity and all that should help for increasing company’s capitalization (Osipova 2013) Comparative analysis of certain corporate governance institutions in Russia and major EU countries also shows that they have much in common For example, boards of directors in France, Germany or Italy, as well as in Russia, are not particularly active and there are mainly ‘insiders’ affiliated with the owners and management of the companies Minority shareholders are clearly in the minority In the UK and the United States, boards of directors are vigorously active and include mainly independent directors According to the Merit Research Corporate Governance Risk Survey (Owen 1997) the countries of Central Europe show similar weak and strong points in corporate governance Thus, the law enforcement 15 Efficiency of Legal Framework for Corporate Governance in the Republic of 275 is their weakest point, while regulatory framework is the strongest Slowness of courts, inefficiency of arbitrage, as well as evasion of the final verdict are the most commonly observed problems At the same time, it is admitted that regulatory institutions are independent and well functioning In Hungary and Poland, the quality of the regulatory framework is defined as approaching the standards of economically developed countries Company laws in all these countries are good quality in regards to shareholder rights, but creditor rights and laws dealing with bankruptcies, quality of contracts and conflicts of interests remain less pronounced According to the opinion of the European Commission (Porshakov 2006) harmonization of the rules relating to EU company law and corporate governance is essential for creating a Single Market for EU legal Services In the fields of company law and corporate governance, objectives include providing equivalent protection for shareholders and other parties concerned with companies, ensuring freedom of establishment for companies throughout the EU, fostering efficiency and competitiveness of business, promoting cross-border cooperation between companies in different Member States, and stimulating discussions among Member States on the modernization of company law and corporate governance EU laws and codes set the standards for good and responsible management of companies They are meant to ensure that a company’s management remains focused on the long-term interests of their shareholders As part of a wider reform of EU corporate law, the EU Commission is now examining how to strengthen the rules and make them less dependent on selfregulation Managers and boards of directors would be held more accountable for their decisions (Pistor 2000) On the other hand, corporate governance practices in the EU and in Russia differ considerably There are certain objective and subjective factors that allow comparisons and analogies to be made Furthermore, even within the euro zone, corporate governance institutions differ in the levels of their maturity These differences became evident especially in the context of the EU enlargement with a large number of East European states, although several ‘old’ EU members (e.g., Portugal or Greece) are only slightly ahead of Russia in the development of such institutions (Shitkina 2008) In Europe, the state is in charge in reforming corporate governance The business community, not only in Russia, but also in many European countries, is not yet selforganized and self-sufficient enough to influence the respect of corporate governance principles The prevalence of concentrated ownership in Russian and the majority of European companies have a substantial impact on the essential aspects of their activity, such as relations between shareholders and management of a company, transparency, and the status of independent directors In addition, the comparison of development of corporate governance in Russia with Central Europe helps to reveal the factors that influence its poor performance In the paper “Factors influencing corporate governance in post-socialist companies: an analytical framework” (Stiglitz 1999) the author indicates that “in summary, there are four factors which can influence corporate governance performance, in the form of pressure exerted by: majority shareholders; outside minority shareholders; internationalization/globalization and the state (via legal regulation)” Although in the process of reforms all those 276 O Plotnic et al countries have encountered similar problems, such as insider-dealing, violation of shareholders’ rights, residual state property in enterprises and others, (Tofan et al 2015a, b) it seems that the initial conditions in a country as well as its characteristics and implemented policy reforms play a key role in shaping the performance of a national system of corporate governance 15.7 Conclusions and Results Making a thought analysis base on the definition of corporate governance given by different organization at different times, we may conclude that the notion of corporate governance is viewed through the aspect of an economic entity’s (company’s) operation, and the relationships between the governing bodies and different stakeholders such as shareholders, employees, creditors, suppliers, as well as local authorities and the civil society One of the areas in need of improvement in corporate governance is the development of the securities market; that became an important sector of the economy, as it is the sector where the sale-purchase of shares takes place and investments are attracted for restructuring and renovation of companies The investors become increasingly demanding in respect to the quality of corporate information, channels of their disclosure and implementation of standards for corporate governance in companies in which they intend to invest capital In the Republic of Moldova legal framework, the promotion of efficient steps in corporate governance, the implementation of business principles recently developed by the representatives of the private sector, nongovernmental organizations and the Union of Trade are efficient actions for the prevention and fighting of corrupt acts There are a series of constraints to the further development of corporations, including: • a low ratio of foreign investments in the capital structure of companies, investing in Moldova companies is perceived as risky • lack of banking resources in the financial structure, due to the weak legislation and the inefficiency of corporate management • lack of protection of minority shareholders’ rights • weak management responsibility and the lack of a corporate administration code • weak mobilization of domestic saving for investments • insufficient protection of investors, lack of transparency and insufficient objective information regarding corporations and the stock exchange market In addition to the above there are a number of organizational problems including: • lack of information and incentives for good corporate administration management • legal, judicial and public entities personnel are not sufficiently familiar with the role and regulatory methods of the activities of the corporations • the absence of a traditions in corporate behavior • an insufficient analysis of the problems of the corporate sector 15 Efficiency of Legal Framework for Corporate Governance in the Republic of 277 To conclude on our analysis, the objectives of corporate management policy in Moldova are: • the promotions of efficient corporate management through the elimination of administrative restrictions • the creation of transparent and stable relations, which are understood and accepted by all parties and are based on the rules of corporate culture • the strengthening of the competitiveness of Moldovan corporations and of competition among them • the creation of a domestic corporate structure which is compatible with international corporate systems • the input in the eliminations of corruption In our opinion, to reach the above-mentioned objectives, the legislative actions should be focus on: • preparing the Corporate Administration Code in compliance with international and European principles • improving the present legal framework and the mechanism for its implementation • assuring the coherence of the legal and procedural framework with the judicial branches • creating a competitive market environment • undertaking a constructive dialogue between the public and the private sectors in order to achieve balance between the interests of the Government and the business community, including the participants in corporate relations Going forward the European path, Moldova should continue to bring its commercial laws in line with international standards and make those laws fully effective, particularly by strengthening the court system, tackling corruption and implementing appropriate measures to strengthen the rule of law Compliance with the corporate governance requirements set out in the current legislation of Republic of Moldova is the best mechanism to protect the rights of shareholders The regulated market urges to use internal measures to protect shareholders’ rights and promote good corporate governance References Berle, A., & Means, G (1932) The modern corporation and private property 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Business Law, Consumer Law and Private International Law She has more than 15 years of experience and she is teaching at Bachelor, Master and Doctorate level, in Romanian, Russian, English and French She is a scientific coordinator of Ph.D thesis (since accreditation—2015) and she has published about 60 scientific publications, including monographs and lectures courses in the field of law She is a member of the International Laboratory and European Law of the University of Nice Sophia Antipolis (France), a member of the Center for the Investigation of Tort, Contracts and Consumer Law of the University of Savoie Mont Blanc (France), she is the General Secretary of the Legal Culture Association “Henri Capitant” Winner of municipal science youth in the field of consumer law (2013); Diploma of laureate of the Academy of Sciences of Moldova for the promotion of the research of national jurisprudence in France (March 2014); Diploma of the Academy of Sciences of Moldova Young Researcher of the Year 2014 (2015) Mihaela Tofan is full professor at “Alexandru Ioan Cuza” University of Iasi, Faculty of Economics and Business Administration, Department of Finance, Money and Public Administration and litigant lawyer She has Ph.D in Legal Sciences (University of Bucharest) and Hab in Administrative Science (University Babes-Bolyai of Cluj-Napoca) She is director of the Jean Monnet Chair European Financial Regulation EUFIRE (www.EUFIRE.uaic.ro) and ERASMUS Professor at the University of Perugia, Italy (2010), Arel University Istanbul, Turkey (2012), Ca’Foscari University, Venice—Italy (2014), CDA College Larnaca—Cyprus (2016), University of Coimbra (2015), invited professor at La Sapienza University, Rome (2001), Britannia School of Business, London (2008), Universitat Catalunya, Barcelona (2009), Universite Paris XIII (2010), University of Economics Warsaw (2010), University of Economics, Prague (2011), Universite Paris II Sorbonne (2011), University of Thesaloniki (2012), National Academy of Kiev-Mohyla (2012), University of Parma (2015), Bifrost University, Iceland (2016), University of Bologna (2017), Tel Aviv University (2018), Michigan-Flint University (2018) She is author or coauthor of 11 specialized volumes, more than 30 articles published in journals/reviews indexed in international databases 280 O Plotnic et al Elena Ciochina is an assistant in Jean Monnet project on EU policies for the protection of consumers’ economic interests/EU4CONS, magistrate in economics, Ph.D candidate in the field of private law Mrs Ciochina works as a university assistant at the private law department of the Academy of Economic Studies of Moldova and at the National College of Commerce, specialized in professional ethics Author of more than 10 scientific articles both in national and international journals Research activities mainly concern European business law and consumer protection in the healthcare system She is the holder of the Government Excellence Scholarship for 2019 for remarkable performances in doctoral studies Graduate of Erasmus + Doctoral Mobility Program (Spain, Pamplona, UPNA) Censor at the Association of Legal Culture “Henri Capitant” Moldavian branch English Teacher, holder of the TOEFL IBT International Certificate Index A Accountability principle, 126, 145 Accounting, 39, 45, 53–57, 93, 129, 138, 153, 168, 170, 178, 180–182, 185, 187, 188, 222, 231, 264, 266 Administrators, 82, 182–189, 191, 261 Agency costs, 13–15, 25, 26, 43, 44, 46, 242, 246–249, 252, 257, 258 Agency problem, 7, 14, 43, 242, 244, 245, 248, 258 Agency theory, 13, 178, 243, 261 Alignment, 14, 25 Analysis of motives of integration, 68 Analysis of regulations, 244, 249 Annual reports, 39, 51, 56, 63, 112, 119, 129– 132, 136, 145, 164, 166, 194, 209, 223, 233 Anti-crisis measures, 206 Anti-Russian sanctions, 84 Appointment procedure, 244, 245, 256, 257 Assets management, 150, 257 Autonomous legal person, 19 “Available funding” theory, 37, 46 B Bankruptcy, 135, 183, 187, 231, 275 Board members, 35, 36, 38–41, 51, 53, 57, 152, 156, 166, 168, 181, 184, 250, 253, 254, 270, 271 Board of directors, 16, 53, 54, 80, 102, 108, 109, 111–115, 119, 130–133, 136, 144, 153, 177, 183, 187–189, 201 Board of Supervisors, 188, 189 Bucharest Stock Exchange (BVB), 180, 193 Bulgaria, 5, 143–157, 192 C Capital concentration, 68, 201, 269 Capital market, 11, 27, 51, 128, 143, 145–147, 157, 179, 180, 193, 194, 214, 229, 230, 273 Causality problem, 37 Censors, 182, 184, 185, 188 Central and Eastern Europe (CEE), 6, 14, 15, 17, 18, 145, 162, 179, 180, 182, 192, 220, 273 Central Bank of Russia (CBR), 200, 203, 205 CG standards, 90 Co-creation of value, 93 Commercial companies, 180 Companies, 3, 11, 34, 35, 67, 90, 108, 126, 143, 159, 177, 200, 219, 241, 261 Competitiveness, 6, 43, 119, 125, 126, 128, 195, 205, 210, 215, 216, 272, 275 Compliance, 7, 57, 75, 109–112, 129–132, 134, 135, 159–172, 223, 267, 269, 270, 272 Concentrated ownership, 12, 14–16, 25, 35, 201 Concentration of banking capital, 78 Concentration of ownership and control, 6, 178, 181–184, 201, 211, 216 Construction and development, 74 Controlling owners, 13–15, 27, 37 Cooperative societies, 180 Corporate entities, 6, 126, 223, 224, 231 © Springer Nature Switzerland AG 2020 M Aluchna et al (eds.), Corporate Governance in Central Europe and Russia, CSR, Sustainability, Ethics & Governance, https://doi.org/10.1007/978-3-030-39504-9 281 282 Corporate fraud, 43 Corporate governance (CG), vii, 54, 107, 118, 120, 125, 160–163, 177–195, 201, 219–237, 262, 265–273, 143–157 Corporate governance codes, 2, 7, 36, 108, 111, 112, 118, 129, 131, 132, 134, 148, 152, 153, 155, 156, 159–161, 163–165, 180, 223, 237, 264, 268, 272 Corporate governance principles, 107, 132, 220, 222, 223, 262, 264, 268, 275 Corporate governance ratings, 134, 201 Corporate governance reform, 228 Corporate governance systems, 1, 4, 52, 125, 130, 147–152, 157, 165, 178–181, 210, 215, 219, 220, 222, 223, 244, 273 Corporate law, 160, 165, 219, 275 Corporate ownership, 2, 3, 5, 11–27, 144, 151 Corporate policies, 89 Corporate sector, 5, 199–216, 221, 224, 237, 267 Corporate social responsibility (CSR), 109 Corporate transparency, 3, 33–48 Culture, 7, 36, 83, 144, 160, 237 Culture of merges and absorption, 83 Czech Republic, 2, 11, 19, 23, 26, 179, 192, 220 D Decrease of the activity of transactions М&А, 68, 75 Direct foreign investments, 47, 68, 163, 179, 201, 203, 205, 264, 267 Disclosure and transparency, vii, 5, 37, 39, 42, 109, 110, 128, 129, 131, 133, 136, 144, 154–155, 223, 268, 270, 271 Disclosure score, 37–39 Division, vii, 53, 114, 165, 190, 191, 205, 270 Dynamics of the M&A market in Russia, 69, 71, 78, 208 E Economic efficiency, 6, 36 Economic indicators and common values, 126 Emerging markets, 12, 14, 33, 35–38, 42, 48, 126, 161, 163, 165, 171, 179, 180 Employees, 57, 90, 93, 94, 96, 102, 114, 181, 183, 188, 193, 194, 220, 221, 245, 266, 269, 270, 276 Entrenchment, 16, 26, 235 Entrepreneurs, 7, 181, 211 Executive body, 111, 114, 115, 131, 182, 223, 232, 233, 235, 269 Index Executive director (CEO), 53, 170, 181, 183, 186, 188, 270 Expropriation, 14, 15, 18, 136, 161, 268 F Financial performance, vii, 3, 4, 12–17, 25, 26, 37, 38, 41, 43, 46, 125–127, 137, 166, 169, 214, 257, 258 Financial stability, 78, 263 Financial stakeholders, 90, 96 Fiscal code, 180 Fixed effects model, 36, 40, 41, 45 Foreign exchanges, 200, 211, 212 Foreign investors, 17, 47, 68, 72, 73, 77, 79, 80, 84, 152, 163, 179, 203, 208, 266, 268 G General assembly of associates (AGA), 182 General shareholders' meeting (GSM), 152, 156, 232, 233, 271 Global market, 200, 216 Governance systems, 2, 4, 52, 125, 130, 154–155, 157, 178, 210, 215, 219, 220, 222, 223, 237, 244, 273 Governance-to-efficiency empirical analysis, 34, 36, 265 Government, viii, 36, 38, 68, 72, 73, 83, 107, 108, 110, 111, 114, 118, 126, 128–132, 137, 163, 178, 181, 193, 202, 205, 206, 209, 210, 241–245, 248, 249, 251, 255, 256, 258, 263, 268 Governmental coalition, 245, 252, 255 Groups of stakeholders, 89, 94, 96, 101 I Independent directors, 36, 38–40, 64, 112, 153, 164, 166, 168, 178, 184, 192, 226, 230, 233, 270, 274 Index of sustainable growth, 94 Initial/secondary public offerings (IPO/SPO), 75, 200, 208, 210, 212 Insider capitalism, 16 Insider ownership, 11, 16, 26 Institutional environments, 15, 157, 159, 162, 220, 222, 268, 273 Institutional ownership, 12, 17, 36 Insurance companies, 78–80 Integrated index, 95 Integration, 67, 68, 80, 84, 101, 157, 163, 179, 201, 216, 223, 234, 266 Index Integration activity, 80, 81 Integration of indicators of credit institution, 78 Interaction terms, 19, 20, 23 Interbank transactions, 78 Internal audit, 3, 33–48, 57, 58, 109, 156–157, 184, 270, 272 Internal control, 33–48, 53, 55, 57, 58, 109, 132, 134, 155–157, 270, 272 International companies, 203 International transactions, 201 Inverted U-shaped relationship, 3, 14, 15, 18, 19, 22–24 Investor protection, viii, 12, 13, 33, 136, 157, 162, 163, 178, 193–194 Investors, 2, 12, 44, 72, 96, 118, 128, 150, 159, 178, 208, 219, 247, 265 J Joint stock companies (JSC), 6, 79, 82, 109, 110, 112, 114, 115, 117, 118, 121, 126, 129, 132, 143, 146, 150, 154, 181, 188, 191, 199, 202, 203, 206–208, 210–212, 214, 216, 220, 221, 223, 224, 226, 228, 230, 232, 233, 242, 266–269 K Key performance indicator (KPI) system, 4, 112, 115, 118 L Legal, 5, 14, 36, 80, 111, 128, 143, 163, 177, 202, 219, 242, 263 environments, 12, 178, 242, 243 requirements, 154, 155, 245, 268 solutions, 249, 256 systems, 36, 51, 179, 258, 273 Legislation, 5, 6, 52, 54, 113, 134, 144, 145, 147, 152, 154, 193, 209, 214, 219–238, 241, 249, 267, 270–272 Legislators, 57, 264 Limited liability companies (LLC), 79, 80, 115, 126, 182–184, 186, 189, 206, 224, 231, 242 London Stock Exchange, 200, 211, 212, 237 Long-term development programmes, 112–114, 118 M M&A-activity in agriculture, 73, 75 М&А-activity in fuel and energy complex, 71, 73 283 M&A market, 69, 74 М&А market formation, 69 Majority-minority shareholder conflict, 43 Management boards, 3, 130, 165, 232, 242, 245–258 Managerial ownership, 3, 12, 16, 18–20, 23, 26, 54 Managers, vii, 6, 7, 13–16, 19, 25, 26, 51, 54, 55, 89, 93, 112, 114, 115, 130, 133, 135, 143, 150, 152, 153, 178, 182, 186, 188, 192, 200, 203, 246, 247, 252, 263, 264, 266–269, 275 Market economies, vii, 5–7, 36, 146, 163, 177–180, 200, 273 Market of corporate control, 3, 12, 16, 67–84, 274 Market of merges and absorption, 69–71, 73, 74, 83, 208 Markets, 2, 12, 37, 80, 91, 113, 128, 143, 159, 177, 200, 220, 265 Market-to-book ratio, 3, 35, 38, 44, 45 Measures, 18, 19, 33–36, 38, 44, 90, 92, 94, 95, 97, 112, 113, 130, 132, 134, 151, 162, 170, 206, 220, 234, 235, 264, 266, 269 Medium-sized firms, 201 Mergers, 3, 67, 68, 71, 75, 76, 78–83, 147, 148, 185, 190, 191, 208 Mergers and acquisitions (M&A), 3, 67–71, 73–78, 80–83, 95, 177, 201, 205, 208 Methodical recommendations, 112–114, 121, 223 Minister of Treasury, 243, 245–247, 249, 251, 254, 255 Ministry of Economic Development or Federal Agency For State Property Management (FASPM), 130, 131, 134 Mixed valuation methods, 91 Model of corporate management, 5, 144, 151, 178, 236, 263 Moderating effects, 2, 3, 11–27, 34 Moldova, 7, 261–277 Monetary valuation method, 91, 95 Monitoring, vii, 11–17, 25, 43, 44, 53–55, 57, 58, 126, 128, 129, 133, 136, 147, 148, 153, 156, 157, 161–163, 171, 219, 242, 262, 263, 269, 273, 274 Multiple regression model, 95 N National and international code, 148, 159 Non-financial stakeholders, 43, 90, 96, 102 Non-monetary (subjective) approach/valuation method, 91, 93 Non-monotonic relationship, 15 Non-public joint-stock companies, 121 284 O OECD Principles of Corporate Governance, 2, 38, 130, 178, 223, 262, 263 Officials, 185, 186, 189, 191, 194, 195, 209, 230, 237, 244, 245, 247, 248, 251, 252, 255–258 Oil and gas sector, 67, 70, 83, 137, 138, 201, 210, 211, 213 One-tier system, 152, 181, 242 Operational management, 4, 107–121 Ordinary shares, 234, 235 Organization, 3, 78, 89, 109, 132, 146, 161, 178, 180, 205, 223, 262 Organisation for Economic Cooperation and Development (OECD), 2, 38, 126, 128, 131, 160, 178, 205, 223, 241, 243, 262, 267, 274 Outsider model, 236 Ownership, 2, 13–14, 38, 54, 83, 93, 109, 126, 144, 163, 199, 220, 242, 261 Ownership concentration, 2, 3, 11–27, 34, 36, 163, 207, 214 Ownership rights, 220 Ownership structures, 11, 13–18, 20, 25, 34, 83, 136, 157, 165, 166, 169, 170, 181, 201, 207, 214, 242 P Panel data, 19, 34, 36, 40, 44, 45, 64, 98 Parliamentary elections, 246, 251, 252 Poland, 2, 3, 5, 6, 12, 19, 23, 26, 52, 63, 160, 164, 179, 192, 220, 242–244, 257, 258, 274 Policy of geopolitical diversification, 72 Political factors, 243, 245, 248, 251, 255–258 Politics, 128, 160, 178, 193 Potential of investment attractiveness, 83 Preconditions, 220–228 Preference shares, 234, 235 Principal-agent conflict, 16, 25, 26 Principles of corporate governance, 38, 126, 130, 133, 145, 151, 154, 223, 228, 237, 267, 274 Privately-held firms, 2, 11–27 Private sector, 178, 246, 263 Privatization, viii, 6, 14, 17, 70, 146, 151, 152, 157, 163, 177, 179, 202, 209, 210, 215, 216, 220–222, 224, 230, 241, 273 Privatization of state property, 200, 215 Index Profitability, 14, 33, 34, 193, 203, 210, 215, 241, 251, 266 Public companies (PC), 3, 51–64, 110, 116, 129, 130, 132, 134, 138, 144–149, 151–153, 156, 192, 200, 208, 211, 213, 229, 230 Public joint stock companies, 118, 132, 212, 224, 226, 229 Public offerings, 6, 75, 143, 144, 146, 147, 152, 153, 155, 200, 207, 208, 212, 229 Public sector, 200, 216 Purchase of assets at low prices, 83 Q Quality evaluation of corporate governance, 107–121 R Random effects models, 41, 45 Regulation, 2, 52, 112, 128, 147, 164, 177, 200, 222, 242, 268 Regulatory framework, 53, 128, 136, 163, 202, 235, 268, 269, 275 Remuneration, 5, 56, 58, 94, 114, 115, 119, 130, 132, 133, 154, 160, 161, 165, 168, 169, 172, 177, 188, 189, 203, 233, 244, 246, 248, 252, 256–258, 262 Reorganization, 3, 67, 82, 224 Resource dependence theory, 91 Return on assets (ROA), 18, 19, 36 Romania, 5, 177–195 Russian banking market М&А, 77 Russian banking sector, 90, 96 Russian Corporate Governance Code, 131, 134 Russian economy, 67, 68, 73, 75, 80, 83, 90, 127, 138, 199, 200, 203, 205, 207, 209, 211, 212, 215, 216 Russian state-owned companies, 4, 125–139 Russian state-owned enterprises, 4, 107–109, 118 S Self-evaluation corporate governance, 110–112 Sell-out right, 229 Share capital, 108, 183, 185, 189, 191, 220, 228, 232, 233, 235, 266 Shareholder-management agency conflict, 47 Index Shareholders, 1, 13, 33, 75, 89, 109, 126, 143, 160, 177, 203, 219, 242, 261 Shareholder-stakeholder relations, 90 Shareholder value creation, 3, 33, 43, 44 Slovakia, 2, 11, 19, 23, 26, 192 Squeeze-out right, 229 Stability, 7, 42, 78, 223, 232, 252 Stakeholder, 1, 37, 89, 113, 125, 143, 180, 215, 219, 242, 262 concept, 89, 91 costs, 92, 94 expectations, 89 influence, 91, 95 interests, 89, 91, 270 management, 95 risks, 91 synergies theory, 93 theory, 90, 91, 93, 94, 100, 243 value assessment, 4, 89–102 value model, 91 State, 4, 14, 36, 51, 68, 89, 108, 126, 143, 163, 179, 199, 220, 243, 264 corporations, 114, 115, 202, 203, 209, 211 ownership, 6, 38, 39, 44, 107, 127–129, 202, 232, 233 property management, 4, 108, 109, 111, 112, 114, 118, 120, 121, 243, 256 regulation, 200, 222, 230, 236 State Companies Index, 129 State corporations, 203, 210 State-owned companies, 4, 125, 127, 130, 133, 138, 179, 184, 200, 202, 207, 210, 215, 216 State owned enterprises (SOEs), 6, 107–121, 146, 253 Steering committee, 183, 188 Stimulation of interbank transactions, 78 Stock companies, 222 Stock markets, 6, 27, 83, 134, 139, 149, 151, 159, 162, 163, 179, 200, 201, 206, 207, 210–212, 214, 215, 220–223, 228, 229, 236 Strategic foreign shareholder, 38 285 Strategies, 39, 75, 81, 91, 93, 94, 102, 112–114, 118, 139, 153, 162, 194, 195, 200, 204, 210, 246, 248, 252 Supervisory board, 51, 113, 114, 132, 153, 163, 188, 223, 242, 269 Sustainable development, 39, 93, 125 Synergistic effect, 77, 78 T Trade Registry Office, 189 Trade unions, 253, 256 Transaction cost theory, 214 Transition countries, 15, 171 Transition economies, 26, 220, 273, 274 Transparency rating, 37 Tunneling, 35, 38, 47 Two-tier system, 181, 242 U Ukraine, 6, 219–237 Unweighted scores, 39 Use of subsidies and privileges for financing of integration processes, 84 V Value based management (VBM) concept, 4, 91 Value creation, 3, 4, 33, 43, 44, 89, 92, 95, 96 Value of the Russian corporate market, 201 W Western companies, 203 Western countries sanctions 2014, 212 World economic crisis of 2008, 6, 201, 205–211 World industry structure of transactions, 81 World industry structure of transactions M&A, 81 ... Idowu; and “Women on Corporate Boards An International Perspective , ed Aluchna, M and Aras, G Routledge Abingdon, Oxon; New York, NY 2018 Professor Tkachenko has won many grants on corporate governance. .. countries offers creative and provoking conclusions Finally, CEE is significantly integrated with Western Europe via economic links, common roots, and willingness to join the process of forming... company and in society indicating the purpose of the corporation and the prevalent model of doing business Corporate governance focuses on the protection of investor rights, increasing transparency,
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