home All about YouTube A bill on the corporatization of Russian Post was introduced to the State Duma. State shares - securities of which companies belong to the Russian Federation Methods of state participation

A bill on the corporatization of Russian Post was introduced to the State Duma. State shares - securities of which companies belong to the Russian Federation Methods of state participation

Among the authors of the bill are the heads of the committees on natural resources, property and land relations Nikolay Nikolaev and on the financial market Anatoly Aksakov. By August 2018, the bill should be adopted, the reorganization into a joint-stock company will begin, said the General Director of Russian Post Nikolai Podguzov and confirmed by Aksakov and Nikolaev. According to Podguzov, the reorganization will be completed by the end of this year or at the beginning of 2019.

All shares of the updated Russian Post will belong to the state, the bill says. Technically - to the Federal Property Management Agency, representatives of the department and Russian Post know. For now, this is a tough position, says Aksakov: it will be possible to change state ownership only through amendments to the federal law, and this is not planned. Innovations should ensure equal access to postal services for all residents of the country, says the explanatory note to the document; the problems that impede the stable development of Russian Post are associated precisely with its outdated organizational and legal form.

A federal state unitary enterprise is a clumsy form of ownership that does not meet the needs of a market economy, agrees Artem Moiseenko, director of corporate practice at PwC Legal: it implies significant involvement of the owner in operational management, especially when it comes to the disposal of property. A joint stock company, he continues, means management control; the founder makes decisions in exceptional cases. The JSC form is also more understandable for business; it provides comfort in managing finances and when entering the capital markets, he lists, even in the prospect of listing on the stock exchange, which is impossible in the case of a federal state unitary enterprise. The management institutions of joint-stock companies are more flexible and market-based, Aksakov sums up, the company will be able to attract private capital.

The corporatization of Russian Post is unlikely to be aimed at changing corporate governance, Sergei Patrakeev, a partner at the Kovalev, Tugushi and Partners bar association, doubts: in a practical sense, it does not affect the activities of the enterprise, whether it is under the jurisdiction of the Ministry of Telecom and Mass Communications or the Federal Property Management Agency. But with minor changes to the law, he argues, private ownership of shares could be allowed. Transformation into a joint-stock company can be regarded as preparation for privatization in the medium term, Patrakeev believes. In the meantime, the owner of Russian Post will remain unchanged - he will also distribute profits and will also appoint those responsible - only now to the board of directors, he concludes.

During the reorganization, a board of directors will indeed be created at Russian Post, which will be responsible for key decisions - in accordance with best corporate practice, says a company representative. And the emergence of committees of the board of directors will allow a more balanced consideration of strategy, internal control and audit, risk management, and the quality of financial reporting, says Igor Korotetsky, head of the KPMG group. The bill also provides for the institution of independent directors, he continues, although in this part, in contrast to best practice, their number is limited - no more than a third of the board.

It will likely include representatives of the market - industries related to the activities of Russian Post, for example, transportation or financial services, confirms Aksakov. A strong board of directors often initiates a radical revision of business processes and business models, Korotetsky is optimistic: empirical studies show that corporatization has a positive effect on efficiency.

The corporate governance described in the bill is somewhat contrary to the regulation of joint stock companies in general, Patrakeev points out: “Pochta” does not have to hold an annual meeting of shareholders, and the board of directors is appointed for five years, although it must be regularly re-elected at the annual meeting of shareholders.

An important provision of the bill is the preservation of territorial coverage by post offices throughout the country, Podguzov said. Each city post office should serve no more than 15,000 people, the distances between offices should not exceed 1.5 km in cities and 6 km in rural areas, the bill specifies.

It clearly defines the requirements for the safety and accessibility of the post office network, Nikolaev confirms, as well as the fact that the reform of Russian Post cannot serve as a reason for dismissing workers. In addition, he explains, the document lists in great detail the rules that, in his opinion, exclude the squandering of property - it must be completely transferred to the new company.

The bill has high corruption risks, argues Patrakeev, after transformation into a joint stock company, Russian Post will give the status of its property to real estate that has not been clearly registered, at which point it can exaggerate the scale of its property, and then resell it on behalf of the state, and your own joint stock company.

The state is the largest shareholder of the Russian market. The share of companies with state participation that disclose their ownership structure in the Moscow Exchange index reaches at least 45%, and in many of the largest and most liquid assets, a significant part of the shares is owned by the Russian Federation.

In this article, a company with state participation means an organization in which a block of shares belongs to the state directly or indirectly through dependent enterprises, institutions or constituent entities of the Russian Federation, which provides the right to receive part of the profit from the activities of the joint-stock company in the form of dividends, as well as to participate in management JSC. To understand the degree of influence of government entities on each individual organization, we will calculate the effective share of the state.

Effective share of the state- this is part of the voting shares of the issuer, which is in the direct or indirect possession of government agencies.

How the system works

The system for managing public state assets is quite decentralized. The nominal owners of the property of the Russian Federation are the Federal Agency for State Property Management (Rosimushchestvo), subordinate to the Government of the Russian Federation, the State Corporation Rostec and the State Corporation Vnesheconombank, which are non-profit organizations, as well as the Central Bank of the Russian Federation. The list of companies also includes shares of constituent entities of the Russian Federation and municipal authorities, although, of course, they cannot be called pure state companies.

The largest share of federal property belongs to the Federal Property Management Agency. More than 30 public companies, including dependent companies, are under the control of this executive body.

Companies whose shares are traded on the Moscow Exchange

ALROSA— The total share of state influence is 66%. Of these, 33% of the shares of the PJSC belong to the Federal Property Management Agency. 25% falls on the Ministry of Property and Land Relations of the Republic of Sakha (Yakutia) and 8% on the district administrations of the same Republic.

ALROSA-Nyurba— 87.47% owned by the parent company ALROSA. 10% is owned by the regional level, the effective share of the state is 67.76%.

Aeroflot— the controlling stake is owned by the Federal Property Management Agency (54.7%), and Rostec is also a shareholder (3.5%).

Bashneft-AO— the largest stake is held by Rosneft, 57.7% of the authorized capital or 69.3% of voting shares, which belongs to the Federal Property Management Agency. The blocking stake belongs to the Republic of Bashkortostan (25.8%). The effective share of the state is 60.5%.

VTB— on the bank’s website it is stated that Rosimushchestvo owns 60.93% of the share capital formed by ordinary shares, but in addition, 3.1% of the votes belong to FC Otkritie and 6% to B&N Bank, which are currently controlled by the Central Bank.

Gazprom— the controlling stake of the “national treasure” is in the hands of the Federal Property Management Agency through stakes owned by the Federal Property Management Agency (38.4%) and the organizations it controls: Rosneftegaz (11%) and Rosgazifikatsiya (1%). The total package is just over 50%.

Gazprom Neft- 96% owned by Gazprom, and therefore 47.8% owned by the state.

Inter RAO— 27.6% of the company is concentrated in Rosneftegaz, i.e. Rosimushchestvo. 9.2% is on the balance sheet of FGC UES. Taking into account the quasi-treasury package, the effective share of the state is 44.3%.

Irkut- the aircraft manufacturing corporation has one of the highest effective shares of the state - 95.7%. 87% of the company's shares are on the balance sheet of the United Aircraft Company (UAC), another 8.7% belongs to PJSC Sukhoi Company, most of which is also controlled by the UAC.

Kamaz— 49.9% is controlled by the state corporation Rostec. Taking into account the quasi-package, the effective state share is 51.8%.

VSMPO-AVISMA Corporation— 25% of the shares belong to a 100% subsidiary of Rostec LLC RT-BUSINESS DEVELOPMENT.

Moscow Exchange— The Moscow Exchange was founded by the largest banks in 1992. Since then, about 25% of the shares of the exchange belong to the Central Bank, Vnesheconombank and Sberbank with shares of 11.8%, 10% and 8.4%, respectively.

Mosenergo- part of Gazprom Energoholding, owned by it by 53.5%. 26.5% are at the municipal level owned by the city of Moscow. The effective share of the state is 53.2%.

NCSP— After the recent acquisition of Transneft, the total effective share of the state in NCSP amounted to 80.6%, 20% of which is secured by shares of the port on the balance sheet of the Federal Property Management Agency.

United Aircraft Manufacturing Company— 96.8% of this company is controlled by the state. The Federal Property Management Agency has concentrated 92.3% of the company's securities, another 4.5% belongs to Vnesheconombank.

United Carriage Company— 24.3% belongs to FC Otkritie, which has completely come under the wing of the Central Bank of the Russian Federation.

OGK-2— the effective share of government agencies is at the level of 38.5%. This influence is ensured by 77% of the company's shares in the possession of Gazprom's subsidiaries.

Rosneft- the largest Russian oil company is slightly more than 50% owned by the joint-stock company Rosneftegaz, which, in turn, is 100% owned by the Federal Property Management Agency.

Rosseti-AO- the largest energy holding in Russia, 88.9% is in the hands of government agencies. It has many subsidiaries, which, due to high state participation in the parent company, also have a high dependence on government agencies.

Rostelecom-AO is one of the largest telecom operators in the Russian Federation, whose shareholders are the Federal Property Management Agency and Vnesheconombank. The presence of a quasi-package on the balance sheet of Mobitel LLC ensures an effective state share of 54.9%

RusHydro is a hydro-generating holding, the effective state share in which is 75.4%. 60.6% is controlled by the Federal Property Management Agency, 13.3% is held by VTB. Also in the shareholder structure is a subsidiary of VSMPO-AVISMA, which controls a 6% stake.

Sberbank-AO- the bank declares that 50% + 1 share belongs to the Central Bank of the Russian Federation, but this takes into account preferred shares that do not have voting rights. At the same time, the Central Bank’s share of voting securities is 52.3%, i.e. The influence of the mega-regulator is slightly stronger. The remaining shares of the largest Russian bank are in free circulation.

Tatneft-AO— this company cannot be fully called a joint-stock company with state participation. 34% of the authorized capital of the company belongs to the level of the constituent entity of the Russian Federation, the Republic of Tatarstan; the issuer does not disclose the structure of owners of voting shares.

TGK-1- another asset of Gazprom Energoholding. The share of shares in the generating company owned by Gazprom is 51.8%, respectively, the effective state share is 25.9%.

Transneft- a state company in its purest form, 100% of the voting shares of this natural monopoly belong to the Russian Federation through the Federal Property Management Agency. Only preferred securities of the issuer can be purchased on the Moscow Exchange.

The general picture of public state ownership looks something like this:

Separate index

The Moscow Exchange has allocated a separate index for companies with state participation - MOEX SCI. The index for 2018 is based on 16 shares: ALROSA, Rostelecom, Gazprom, Rosseti, VTB, RusHydro, Rosneft, FGC UES, Tatneft, Transneft, Inter RAO, Bashneft, Aeroflot, Sberbank and NCSP.

It is noteworthy that from 2012 to 2017. The Moscow Exchange index grew by 43%, while the index of companies with state participation showed an increase of 72%. At the same time, MOEX SCI also looks good relative to industry indices.

The graph shows a fairly strong correlation between the MOEX SCI and MICEX O&G indices. Taking into account the fact that more than 50% of the SCI index is accounted for by mining companies, it cannot be said unequivocally that the leading dynamics of state-owned companies is due to their efficiency, and not to the overall growth in the oil and gas sector.

Joint-stock companies with state capital participation occupy a large sector of the Russian economy

Based on the criterion of participation in capital and the influence of the state on management, three groups of joint-stock companies can be distinguished: 1) with 100% state capital; 2) with a state-owned controlling stake; 3) with a state block of shares that is not a controlling one.

1. with 100% state capital

The meaning of the formation of joint stock companies with 100% state capital is the transition to an organizational and legal form that creates broader opportunities for initiative and entrepreneurship than unitary enterprises. The owner of the property is not the state, but the joint-stock company. It bears independent property liability, which creates the possibility of using the property of such an enterprise to pay off its debts. Ownership of property and liability for one's debts create objective prerequisites for the “market behavior” of the respective firms.

The shareholder state does not directly manage production; it only periodically guides and evaluates the activities of its representatives in the joint-stock company. The efficiency of a joint stock company with 100% state capital largely depends on the influence of the government apparatus on the governing bodies of the company.

Of fundamental importance for the functioning of companies with 100% state capital is the legal mechanism of relations between the executive authorities and the management bodies of the joint-stock company. The principle that must be implemented in the relationship of the company with the executive authorities comes down to a reasonable combination of “free hands” of state representatives in a joint stock company with sufficient control over their activities by the body in whose sphere of interests the company is located.

2. with a state-owned controlling stake

Joint stock companies in which the state owns a controlling stake are companies with mixed ownership and solve at least two problems. Firstly, mixed ownership usually includes large enterprises with a high value of fixed assets. A significant number of shares enter the securities market, and conditions are created for attracting significant domestic and foreign capital. Secondly, it remains possible to influence the strategy and tactics of corporatized enterprises in order to ensure the interests of society.

Management of joint stock companies with a state controlling stake is carried out mainly by representatives of the state. In these companies there is a meeting of shareholders, and a qualified majority of votes is required to resolve some issues. In these, as in some other cases, state representatives have to take into account the opinions of other shareholders. The interests of the state can be represented either by civil servants appointed by the competent authorities, or by other citizens on the basis of agreements concluded with the State Property Committee. Model agreement and Procedure for concluding and registering agreements

to represent the interests of the state in the management bodies of joint-stock companies (business partnerships), part of the shares (shares, contributions) of which are assigned to federal property, approved by the government. The dimensions of this part have not been established. This means that a state representative is appointed to any joint stock company that has, even the smallest, block of state shares.

3. with a state block of shares that is not a controlling one.

The functions and rights of the state representative managing a block of shares that is not a controlling stake have certain differences, since in these conditions the role of other shareholders increases. The decisions he proposes are not always adopted by the meeting of shareholders or the board of directors.

Golden share

A golden share is a conditional share of a joint stock company that has not yet been established. It gives the state representative the right to have a casting vote in the process of transforming a state-owned enterprise into a joint stock company. The golden share is an important document, since the decisive veto makes it possible to regulate the emerging society in a way that is beneficial to the interests and the state.

The golden share carries veto rights for up to three years. This period is set upon its release.

The golden share is government owned. Its transfer to collateral or trust is not permitted. The sale and alienation of a golden share by other means before its expiration is permitted only by decision of the body that made the decision to issue it upon the establishment of the joint-stock company. Upon sale and disposal, a golden share is converted into an ordinary share and the special rights granted to its holders are terminated.

According to D.V. Murzin, a special right - a golden share acts as a means of restricting civil rights (in this case, the rights of other shareholders. Another type of subjective rights associated with the functioning of a joint stock company, such as authorized shares, cannot be classified as securities. Authorized shares mean the opportunity for the company to place a specified number of shares in addition to shares already placed and purchased by shareholders (placed shares), the nominal value of which forms the authorized capital itself. Authorized shares become securities after being transferred to the category of placed shares when passing the procedure for state registration of the issue of such shares.

Let's look at a simple example of how gold stocks work. Let's say we represent the Siberian Federal District and have decided to sell oil transportation company N. The owner of the company wants to be sure that after the sale the company will move in the right direction. Then he decides to issue a gold share, which, naturally, will remain his.

The company is on the market, meaning it now has many shareholders. But at one of the meetings the question of closing the company suddenly became clear. We, as owners of the golden share, block this decision. Thanks to us, the company lives on and is actively developing. At a certain point, we realize that there is no longer any need to control the company, and we give away our shares.

Now it is not “golden”, but ordinary.

Ways to transform the state into a shareholder

Along with individuals, the state can also be a Russian shareholder. This situation occurs in almost all countries of the world.

The state (federal government, constituent entities of the Federation, local governments) usually becomes a shareholder in the following situations:

during the privatization of state and municipal enterprises;
when repurchasing shares of joint-stock companies in the process of current management of a market economy (nationalization);
when establishing joint stock companies by the state itself or with its participation in cases established by federal laws.

The general rule is that the Law of the Russian Federation “On Joint-Stock Companies” does not allow state bodies and local governments to act as founders of joint-stock companies, unless otherwise provided by federal laws.

The state as a participant in the privatization process

Features of the creation of joint-stock companies during the privatization of state and municipal enterprises, as well as the activities of such joint-stock companies in which more than 25% is assigned to state or municipal property or in respect of which a special right of the state in managing these joint-stock companies (“golden share”) is secured are regulated federal law on the privatization of state and municipal enterprises.

Based on the criterion of participation in capital and the degree of influence of the state on the management of a joint-stock company, several groups of joint-stock companies can be distinguished:

joint stock companies in which up to 100% of the capital belongs to the state;
joint stock companies in which the state owns a controlling stake;
joint-stock companies in which the state owns a “golden share”;
joint stock companies in which the state owns a blocking stake (25% plus one share);
joint stock companies in which the state owns a small stake (less than 25%).

The creation of joint stock companies with 100% state capital is intended to solve the problem of complete dependence of a legal entity on government structures, preventing influence and leakage of information outside it, while at the same time sufficient economic operational independence to achieve commercial and other goals.

Reasons for state participation in the capital of joint-stock companies

The main reasons for the formation of joint-stock companies with one or another percentage participation of the state in its capital:

the joint-stock form makes it possible in the future, without any organizational changes, to throw a block of shares onto the market for the full or partial privatization of such joint-stock companies and attract additional investments from the market, and not from the state budget;
The form of joint stock companies, by definition, presupposes broad economic independence. In a joint-stock company with any percentage of state participation in its capital, even with 100%, the formal owner of the property is the joint-stock company itself, and not the state. Economic independence is a condition for high commercialization of its activities;
corporatization involves the transformation of pre-existing organizational structures and the competence of the management bodies of a legal entity.

Institute of State Representatives

The state exercises its rights as a shareholder through state representatives in the management bodies of joint-stock companies.

The procedure for the appointment of state representatives, their functions, the procedure for their decision-making and their reporting are regulated by the regulation “On the procedure for the appointment and activities of representatives of the Russian Federation in the management bodies and audit commissions of open joint-stock companies created in the process of privatization, the shares of which are in federal ownership, as well as in respect of which a decision was made to use the special right for the participation of the Russian Federation in their management (“golden share”).” This provision regulates the activities of state representatives in joint stock companies of federal subordination, in which he owns at least 98% of the shares or the “golden share”. For other joint-stock companies, there are no regulatory documents at the federal level, and in practice one has to rely on this provision, which in the event of any court cases turns out to be legally invalid in relation to joint-stock companies, where the share of state-owned shares is significantly less than one hundred percent.

In accordance with the regulations, representatives of the state in joint stock companies can be: civil servants; employees of the Federal Agency for Federal Property Management; other citizens of the Russian Federation (with the exception of those elected to representative bodies of state power or local self-government) on the basis of agreements concluded in the prescribed manner.

In joint stock companies in respect of which a decision has been made to use the special right of the state (“golden share”) according to the regulations, representatives of the state can only be civil servants.

Along with legal entities and individuals, the state can also be a shareholder of Russian joint-stock companies. This situation occurs in almost all countries of the world.

The state (federal government, constituent entities of the Federation, local governments) usually becomes a shareholder in the following situations:

· during the privatization of state and municipal enterprises;

· when repurchasing shares of joint-stock companies in the process of current management of a market economy (nationalization);

· when establishing joint stock companies by the state itself or with its participation in cases established by federal laws. The general rule is that the Law of the Russian Federation “On Joint-Stock Companies” does not allow state bodies and local governments to act as founders of joint-stock companies, unless otherwise provided by federal laws.

Based on the criterion of participation in capital and the degree of influence of the state on the management of a joint-stock company, several groups of joint-stock companies can be distinguished:

· joint-stock companies in which up to 100% of the capital belongs to the state;

· joint-stock companies in which the state owns a controlling stake;

· joint-stock companies in which the state owns a “golden share”;

· joint-stock companies in which the state owns a blocking stake (25% plus one share);

· joint-stock companies in which the state owns a small stake (less than 25%).

· the joint stock form makes it possible in the future, without any organizational changes, to throw a block of shares onto the market for the full or partial privatization of such joint stock companies and attract additional investments from the market, and not from the state budget;

· the form of joint stock companies, by definition, presupposes broad economic independence. In a joint-stock company with any percentage of state participation in its capital, even with 100%, the formal owner of the property is the joint-stock company itself, and not the state. Economic independence is a condition for high commercialization of its activities;

· corporatization involves the transformation of pre-existing organizational structures and the competence of the management bodies of a legal entity.

The state exercises its rights as a shareholder through state representatives in the management bodies of joint-stock companies.

The development of an effective system for managing state blocks of shares is part of the general problem of organizing the management of state property, one of the most pressing for Russia in the current conditions of the transition to a new socio-economic system.

One of the main functions of a joint stock company with a state block of shares is the sustainable receipt of income by the state in the form of dividends. The state receives tiny dividends from most joint-stock companies. This dividend policy cannot be considered satisfactory.

Currently, the management of state property in business companies and partnerships is carried out by: the Federal Assembly of the Russian Federation, the President of the Russian Federation, the Ministry of Property of Russia, the Russian Federal Property Fund (RFFI), as well as industry ministries and departments. The management functions of each of the noted bodies are defined in the Concept of State Property Management and Privatization in the Russian Federation. An analysis of the functions of state property management shows that they are only fragments of the true management of state property management. The process of managing state property in business companies and partnerships with state capital requires clear coordination between the highest authorities, who mainly perform the functions of managing the privatization process.

To manage property in an OJSC with state capital, the state uses the institution of its representatives. Representatives from among civil servants are appointed by decision of the President, the Government of the Russian Federation or representative government bodies. Currently, about 2,000 government representatives are employed in business companies and partnerships with state capital, including 99% of them are government employees. These are employees of line ministries and departments, their territorial bodies, employees of the Ministry of Property of the Russian Federation, the Ministry of Antimonopoly Policy and Entrepreneurship Support (MAP RF), the Ministry of Finance of the Russian Federation and the Russian Federal Property Fund. The existing procedure for appointing government representatives from among employees does not provide for effective mechanisms for assessing their professional qualities, qualifications and training, taking into account the management of a specific property, responsibility for management results, and the motivation of their work. The current system does not provide for the mandatory practice of setting clear tasks for government representatives, enshrined in agreements on a program of measures to implement these tasks.