Financial and industrial groups. The concept and types of financial and industrial groups

Integration processes solve very important issues: from the survival of individual organizations in sectoral structures to the formation of intersectoral economic complexes.

The financial and industrial group is one of the forms of organization of industrial and economic complexes.

A financial and industrial group (FIG) is a form of coexistence of business entities. Such a legal and economic "symbiosis" is due to a number of reasons, primarily the need to expand and maintain cooperation between enterprises, the development of economic ties. At the same time, a financial-industrial group (FIG) is not just a production and technological complex, but primarily an investment and financial institution or an association of technological and economically related manufacturing, trade and financial enterprises.

Financial-industrial group - a set of legal entities acting as a parent and subsidiary companies or who have fully or partially combined their tangible and intangible assets (participation system) on the basis of an agreement on the creation of FIGs for the purpose of technological or economic integration for the implementation of investment and other projects and programs, aimed at increasing competitiveness and expanding markets for goods and services, increasing production efficiency, and creating new jobs.

In 1997, there were already 47 financial-industrial groups, they included 500 enterprises and organizations with more than 3 million employees. These FIGs gave more than 10% of Russia's GNP. The statistics show the sustainable development of FIGs: as of November 1, 2001, 86 FIGs were registered, including 15 transnational ones (including 10 interstate ones), while their total number in 2003 increased by an average of 104 associations.

In history, modern financial-industrial groups are represented by their prototypes - associations of large trading and financial companies. Therefore, at the initial stage of development, FIGs were defined as a synthesis of material resources with production-consumer tools. There are echoes of history in the modern idea of such forms of associations of legal entities.

In the post-Soviet economic space, the term "financial-industrial group" is used in several interrelated, but not entirely coinciding meanings. Most often, it denotes any form of relatively stable interpenetration of industrial and financial capital.

Against the background of the existing concept of financial and industrial groups, there is some "blurring" of their definition in comparison with other corporate associations. The common features inherent in the concept of corporate structures are easily found in the existing forms of associations, which sometimes does not make it possible to clearly establish the essence of a particular legal formation.

According to a number of authors, such an ambiguous understanding of the status of FIGs is the result of the branch division of Russian law that arose back in the Soviet period of the development of our state. At present, for example, financial-industrial groups are characterized using the terminology of the antimonopoly law as a "group of persons" and "economic entity".

Among the participants in FIGs, there must be organizations operating in the production of goods and services, as well as banks or other credit organizations.

Financial-industrial groups may differ: by the forms of industrial and economic integration (vertical, horizontal, conglomerate); by sectoral affiliation (industry, intersectoral); by degree of diversification (single-profile, multi-profile); by scale of activity (regional, interregional, interstate or transnational).

The range of activities of the FPG is quite wide.

FIGs pursue socio-economic goals: the development of the economy of individual industries, the expansion of the sales market for products, the restoration of partnerships between economic entities connected by a single production cycle.

The essence of such an association is to consolidate the financial, scientific and industrial resources of the FIG members. Therefore, companies of the appropriate profile and field of activity can become potential participants in a contractual association: banks, industrial enterprises, research institutes.

Basically, FIGs are created for some large project, the implementation of which requires significant intersectoral economic cooperation. FIG acts as a "base" for connecting business and science in areas where the predominance of structures of this kind should be significant.

At the initial stage of the emergence of corporate associations, the legal status of FIGs did not receive proper regulation. Initially, the vacuum in the legal regulation of the status and activities of financial and industrial groups was filled by the Regulation on financial and industrial groups and the procedure for their creation, approved by Decree of the President of the Russian Federation of December 5, 1993 N 2096 "On the creation of financial and industrial groups in the Russian Federation."

Financial-industrial groups received more balanced legal regulation in connection with the adoption of the Federal Law of November 30, 1995 N 190-FZ "On Financial and Industrial Groups". According to Art. 2 of the Federal Law, a financial and industrial group is understood as a set of legal entities acting as a parent and subsidiary companies or who have fully or partially combined their tangible and intangible assets (participation system) on the basis of an agreement on the creation of a financial and industrial group for the purpose of technological or economic integration for the implementation investment and other projects and programs aimed at increasing competitiveness and expanding markets for goods and services, increasing production efficiency, and creating new jobs.

Based on the legal definition, a PPG can be formed in two ways. The first one is to create a financial-industrial group with the formation of a central unit - the main company (joint stock company) and subsidiaries. In this case, the parent company is dominant in the subsidiaries through the implementation of corporate ties mediated by the presence of a package of securities of such legal entities. The "participation system" - the most common way of combining legal entities at the present time - implies the predominance of the legal entity in the authorized capital.

The second option is a contractual form of formation of FIGs. In this case, the FIG is created as a legal entity on the basis of an agreement (agreement) between legally equal participants. This type is a voluntary contractual business association. In both cases, the association is not a legal entity, and its members do not lose their independence.

It is noted in the literature that the contractual form of the creation of FIGs is a synthesis of elements of several agreements, at least two - a simple partnership agreement (on joint activities) and a constituent agreement. The legal status, and hence the competence of the central company, are determined by agreement between all participants in the financial and industrial group. According to statistics, the majority of registered (official) FIGs are created as associations on the basis of a contract. They are sometimes referred to as "soft non-holding corporations" or "contractual holdings". Mixed contractual structures in this case typify the actual nature of the relationship within the participants of the association.

FIG does not enjoy the rights of a legal entity, therefore, in legal relations, it acts through its central company. The central company of the FIG is a legal entity with a "truncated" legal capacity. In FIGs, participants can also delegate part of the management functions to a central company.

The special legal status of a legal entity in association relations must be indicated in its name. The central company of the FIG, as a rule, is an investment institution. It is allowed to create a central company of financial and industrial groups in the form of a business entity, as well as an association, a union.

For FIGs that are not related to legal entities, the possibility of forming a board of governors and an executive and administrative body - the central company of FIGs is established. These bodies are not identical to the bodies of a legal entity, but also establish a single organizational structure of FIGs.

Subordination in the FIG is very conditional, since the powers of the central company of the FIG to conduct business are formed by all its participants.

Behind the actual capitalization of various forms of integration, it is sometimes difficult to catch the current FIG. Opinions are expressed about the existence of "informal, actual" FIGs, the legalization of which does not represent any need for certain reasons.

FIG can obtain official status through its state registration. Some authors associate the legal personality of the FIG with the fact of its state registration, which confirms the legality of the created association.

The state registration of FIGs determines the guarantees, economic incentives for the existence of the association.

It is no coincidence that I.S. Shitkina defines the possibility of providing measures of state support to FIGs as one of the reasons for the permit-registration procedure for the emergence of FIGs.

It appears that a FIG acquires a legal status only after the state registration of the corresponding association of legal entities, which, in turn, receives the status of a FIG.

At the same time, on the one hand, there is a registration of an agreement on the creation of FIGs, but on the other hand, in the case of the creation of FIGs formed by the main and subsidiaries, only the registration of the "legal state" of dependence of legal entities takes place.

However, for example, in the future, a possible change in the participants of FIGs is associated with the need for state registration of changes in the terms of the agreement on the establishment of FIGs. At the same time, the legal connection of the participants is preserved, even if there is a replacement of the central company. However, in this case, the change in the composition of participants in such an association is determined by the registration of a new company, which receives the status of a parent company.

Legislation determines the liquidation (termination) of FIGs according to the rules for the termination of a legal entity, in fact, proposing such a construction of an association.

In general, the status of modern FIGs is subject to the most detailed legal regulation, which requires significant adjustments to existing legal acts in this area of associations of legal entities.

In economically developed countries, it is large national and transnational corporations (TNCs), financial and industrial groups (FIGs) that dominate the economy, and truly high-tech industries are represented mainly by the largest corporations.

FIGs are created as an innovative self-developing structure for innovation, based on a new technological chain, a single balanced production system. The basis for the practical use of a single innovation product for FIGs is an innovative project.

Federal Law of the Russian Federation of November 30, 1995 No. 190-FZ “On Financial and Industrial Groups” defines financial and industrial groups as a set of legal entities acting as main subsidiaries, either fully or partially combining their tangible and intangible assets (participation system) on the basis of agreements on the creation of FIGs for the purpose of technological or economic integration for the implementation of investment and other projects and programs aimed at increasing competitiveness and expanding markets for goods and services, increasing production efficiency, and creating new jobs.

In accordance with Decree of the President of the Russian Federation No. 2096, FIGs can be created in three main ways:

1) voluntarily, by forming an open joint-stock company, transferring blocks of shares to a trust to one of the group members or acquiring blocks of shares of other members by one of the group members; in this case, the group is formed mainly from enterprises and financial institutions that are privately owned;

2) by decision of the Government of the Russian Federation in the event that the participants in the group are state-owned enterprises, as well as institutions and organizations financed from the federal budget;

3) on the basis of intergovernmental agreements.

Projects for the creation of FIGs, by decision of the Government of the Russian Federation, are subject to mandatory expertise carried out by the Ministry of Economy, the Ministry of Finance and the Antimonopoly Committee. Applications for the creation of FIGs are submitted to the State Committee for Industry and Trade, which registers them in the register of FIGs of the Russian Federation.

The most serious restrictions are provided for FS formed on a voluntary basis. Some of these restrictions are absolute (hard) in nature, while others require approval from government agencies (soft restrictions). The most stringent requirements include prohibitions on cross-ownership of shares of group members, on voluntary pooling of capital, if the share of state ownership in it exceeds 25%, on participation in FIGs of financial holdings, credit, financial and investment institutions (each institution cannot in more than 10% of the shares of any enterprise in the group and contributions-shares of the enterprises of the group more than 10% of their assets), as well as some other types of associations.

In accordance with the “Temporary Regulations on Holding Companies Established in the Formation of State Enterprises into Joint Stock Companies”, a financial company is recognized as a financial company, more than 50% of the capital of which consists of securities of other issuers and other financial assets, which is close to what is meant by a holding company on West.

Soft limits are set for:

entry into FIGs of enterprises with more than 25 thousand employees, as well as those occupying a dominant position in the republican or local market, the creation of a group of more than 20 participants and with a total number of employees of more than 100 thousand people, for the acquisition of one FIG of shares of enterprises included in others FIGs (these steps must be coordinated with the State Committee for Industry and Trade, the State Property Committee and the Antimonopoly Committee, as well as with the authorities of those regions where the enterprises participating in FIGs are located);

joining a group of enterprises with a significant share of defense orders in the total volume of production (this is allowed with the consent of the Ministry of Defense and the Ministry of Economy);

participation in a group of state-owned enterprises, as well as institutions and organizations financed from the federal budget (the consent of the government or an authorized body is required).

There are two ways of organizing financial-industrial groups: voluntary and directive, although there is no such division in the Federal Law of the Russian Federation "On Financial and Industrial Groups". The law proceeds from two main forms of organization of FIGs: a holding and a system of participation. Holding as a form of organization of FIGs, it presupposes the existence of a parent and subsidiaries, where the former owns a controlling stake in the latter; such a financial and industrial group is created by means of acquisition or creation of new subsidiaries. Financial-industrial groups that have the form of a holding include the association of MENATEP, RAO UES of Russia, Gazprom, Interros-Microdin.

Participation system as a form of organization of FIGs, it assumes the emergence of capital of companies - members of the group (cross ownership of shares). The aforementioned Law interprets this form of financial and industrial group as a full or partial association of capital voluntarily (by concluding an agreement on the creation of financial and industrial groups) or forcibly. At the same time, a central company should be created, which, in accordance with the agreement concluded between its participants, disposes of property and income and carries out any legal actions. Real FIGs are based on the participation system.

Of great importance in the conditions of the domestic economy is the directive method of creating financial-industrial groups on the basis of state property. The regulation on FIGs and the procedure for their creation provides for the possibility of creating FIGs by decision of the government in cases where the membership of the group is formed only from state federal enterprises, as well as institutions and organizations financed from the state budget. In some cases, the creation of FIGs on the basis of Decrees of the President of the Russian Federation is envisaged. Thus, Presidential Decree No. 2023 of October 28, 1994 “On the Development of State Support Measures for the Establishment and Activities of Financial and Industrial Groups on the Basis of the Interros Financial and Industrial Group” approved the creation of the financial and industrial group Interros, which includes both state and non-state enterprises and organizations. Decree of the President of November 2, 1994 No. 2057 “On the Creation of a Financial and Industrial Group with the Participation of Joint-Stock Companies AvtoVAZ and KamAZ” approved the creation of a financial and industrial group with the participation of these joint-stock companies.

In contrast to the previous legislation, the law does not establish any restrictions in the field of the organizational and legal form of FIGs. All participants can be both commercial and non-commercial organizations, including foreign ones, except for public and religious organizations. Participants may include investment institutions, non-state pension and other funds, and insurance companies. Essential is only the necessary presence among the participants of FIGs of organizations operating in the production of goods and services, as well as banks and other credit organizations.

The main structure-forming elements of the group are:

the need to pool assets to carry out the activities of FIGs;

the possibility of recognizing FIG participants as a consolidated group of taxpayers and, as a result, the possibility of maintaining free (consolidated) accounting, reporting and balance of FIGs;

joint and several liability of the FIG participants for the obligations of the central company of the FIG, arising as a result of joining the group.

Groups represent an organizational form of combining capital with industrial arbitrariness on a large scale, characteristic of Russia. The principal feature is that in groups the attraction of financial resources is combined with the process of their concentration in areas that ensure the consolidation and expansion of their own share of the domestic market, and also active promotion to the world market.

When a FIG is created, the possibility of not only mutual assistance of its enterprises to each other increases, but also the possibility of a significant expansion of the field of activity, which serves as the basis for increasing the initial capital. Due to FIGs, a powerful material, financial and scientific base can be created not only for the survival of enterprises in the conditions of the formation of the market, but also for further development. In modern economic conditions, individual enterprises are not able to update their constantly aging production assets. By uniting in integrated structures, they get such an opportunity. The possibilities of production, sale of products, support and acceleration of the scientific and technological development of enterprises are also significantly expanding.

Important goals of the creation of FIGs are:

management and control over financial flows;

obtaining powerful sources of expanded reproduction;

increasing the efficiency of own production;

orientation of production to active promotion to the foreign market;

connection to trade with the foreign market not only individual enterprises, but also entire technological bundles.

The formation of FIGs has a high economic development potential. From a macroeconomic point of view, the creation, organization and functioning of FIGs provide an opportunity to solve a number of problems:

concentration of investment resources in priority areas of economic development and obtaining relatively cheap financial resources accumulated in the financial organizations of the group;

providing financial resources for industry, research and development (R&D), acceleration of scientific and technical progress;

increasing the export potential and competitiveness of domestic products;

implementation of progressive structural changes in industry;

formation of long-term economic relations;

improving the investment climate and stabilizing production;

risk reduction;

long-term diversion of financial resources with a guarantee of conservation and intended use.

The FIGs existing in the Russian Federation actually began to take shape in 1991-1994. and created in different ways:

organization on the basis of former state structures with the subsequent development and diversification of production (RAO "Gazprom") -

formation by a large enterprise of its own banks, research institutes, trade missions (VAZ);

purposeful buying by a commercial bank of controlling stakes in enterprises of interest to it (MENATEP, Rosprom).

Most of the FIGs were formed through the establishment of commercial banks by large enterprises of various forms of ownership. At the same time, the founders pursued a number of goals:

high return investment;

reducing the risk of losing own working capital placed in a controlled bank, their effective use, protection against freezing money by creating a transparent structure of cash flows;

obtaining the opportunity to finance the activities of the founders through access to financial markets through the bank.

In cases where Russian banks acted as investors, they took maximum measures to reduce the high level of risks. As a result of loans-for-shares auctions, some of the largest banks acquired controlling or "blocking" stakes in privatized oil production, oil refining, telecommunications, infrastructure, and manufacturing enterprises.

Thus, the banks solved a number of important tasks: they attracted company funds from enterprises and expanded their resource base; they reduced operational risks by introducing their managers to the management bodies; reduced currency risks, since the products accepted were mainly export-oriented; liquidated credit risks, since, in fact, fixed assets acted as collateral; reduced inflationary risks, since the products of enterprises in the industries in which FIGs were formed (products of oil production and oil refining, telecommunications services, transportation services, etc.) were price-forming. A feature of Russian FIGs is the mixed nature of their creation, combining the features of partnership and hierarchy. For FIGs based on partnership, it is typical to create a central company in the form of a non-profit association that is not engaged in financial and economic activities. The merger of the assets of enterprises takes place within the framework of their joint activities, without transfer to the ownership of the central company. Most often, these are agreements on joint activities, when each participant transfers his property or part of it into common shared ownership, and after the termination of the agreement receives it back. Therefore, such an association, as a rule, is temporary and is used to implement a specific program. For a financial-industrial group based on a hierarchy, the main way to pool assets is to consolidate the shareholdings of participating enterprises in a central company. As a result, the system "main company - subsidiary" is being built. In Russia, a large part of the financial and industrial group was created exactly according to this principle and, in fact, is a concern. However, the concern is different from the FIG. In a concern, management forces departments to undergo structural transformations, while in financial and industrial groups, tasks are solved through a system of incentive motivational mechanisms.

The classification of FIGs is given in Table. 4.3.

The structure of FIGs is largely determined by the nature of integration, which can be built on a horizontal, vertical or mixed basis. The horizontal (industry) principle of integration is effective for supporting enterprises with a small or medium innovation cycle and realizing their technological potential, accelerating the implementation of scientific developments. FIGs formed in this way play a significant role in realizing the innovative potential of industries. An example is the FIGs created in the chemical and timber industries. The second - also horizontal - type
grace extends to its same type mostly independently, as a rule, on the basis of conveyor production, for example, enterprises in the automotive and aviation industries. The creation of financial-industrial groups with the participation of such enterprises provides them with an opportunity to strengthen their positions in the foreign market, however, such a combination can lead to increased monopoly in the domestic market, therefore, such financial-industrial groups are appropriate if they include all the main manufacturers of these products or when the task is to ensure the innovation cycle products.

FIG classification
By origin of capital: 1. Former sectoral ministries and large state associations that emerged as single joint-stock companies and created their own banks 2. Industrial enterprises seeking to restore or maintain old economic ties, ensure normal supply, therefore creating holding companies with the presence of a credit and financial institution 3. large banks, not limited to credit and financial transactions, themselves act as the initiator of FIGs, uniting former state structures and private companies	By capital integration: 1. Horizontally integrated groups 2. Vertically integrated groups 3. Diversified FIGs
On a territorial basis: 1. Regional groups 2. national groups 3. Transnational groups (international)	On the basis of legitimacy: 1. Formal (officially registered) 2. Informal (without official status)

Vertical integration unites enterprises connected along the technological chain and belonging to different industries. In such FIGs, it is possible not only to accelerate the introduction of high-tech products, but also to increase the technological level of enterprises - manufacturers of components and spare parts, to conduct technological exchange between enterprises, which will prevent failures in the supply of components.

The next type of associations is a combination of horizontal vertical integration. In such FIGs, the tasks of providing an innovative cycle for creating a complex science-intensive product are usually solved.

Initially, financial and industrial groups in economically developed countries (as a rule, from enterprises technologically related to each other, i.e. financial and industrial groups based on horizontal and vertical integration. However, over time, integration based on diversification has become typical, when enterprises from different industries are combined into financial and industrial groups based on a merger or For example, in the group of 100 leading industrial firms in England, 96 are diversified, in Germany - 78, Italy - 90. Russia is no exception. Combine, OJSC Irgiz, OJSC Novokuznetsk Aluminum Plant, OJSC INROS Capital, CJSC Raznotrade, OJSC Roskhlebprodukt, CJSC Soyuzplodimport, VTF Energia, CJSC Phosphorite, Norilsk Nickel Concern ”, JSCB “International Financial Company”, CB ONEXIM, JSC “Khimvolokno”, JSC “Azot”, VO “Tyazh-promexport”, VEO “Soyuzpromexport”, etc. However, as the world experience shows t, the most functional FIGs based on diversification integration are not in strategic raw materials, but in science-intensive industries, since the main goal of these FIGs is the development of innovative potential, the production of high-quality products and a breakthrough with them on the world market.

The process of creating FIGs in Russia goes in two main directions:

1) association for the purpose of producing predominantly one specific type of product;

2) the formation of FIGs by type of industry.

When forming FIGs according to the first type, the disadvantage is the possible vulnerability of the group as such as a result of unfavorable changes in market conditions, market competition can force out FIGs from it, especially its central company. At the same time, other participants who have and use the opportunity to maintain their independence outside the activities of FIGs are more resistant to fluctuations in market conditions. However, the independence of any participant is significantly limited by the principle of joint and several liability for the obligations of the central company. When forming a FIG according to the second type, the problem arises of making a decision by its managing center, i.e. the problem of synchronizing the interaction of all participants. In addition, the implementation of this principle allows you to give greater stability in the market. The formation of a specific FIG can combine both directions.

The study of the experience of creation and functioning of FIGs shows that in order to develop innovative processes within associations, special innovative structures should be created in the form of research and technology centers that deal with the maintenance and development of the scientific and technical potential of enterprises and organizations included in FIGs. They contribute to the high efficiency of intra-company scientific developments in the conditions of market competition and have certain advantages over the developments of independent research organizations, since innovative departments are directly involved in the production and implementation of innovations for their organization, the needs of which they are well aware of.

The creation of FIGs is associated with the need to restructure the economy and support those areas of the national economy that can contribute to economic growth. This organizational structure unites industrial enterprises, banks, trade organizations. A characteristic feature of financial and industrial groups is that they function as independent self-developing organizations.

Let's consider the principles of formation of financial and industrial groups. Let there be a certain technology for the production of products, the implementation of which requires the performance of many operations (collection, processing of primary raw materials, manufacturing of final products). There is a technology owner. To ensure the final result, it is necessary to introduce technology into production.

The problem arises of forming a group of enterprises connected in a single technological cycle (technological chain - shopping center). The chain is formed by the management company of the financial and industrial group.

The creation of a technological chain includes the following steps:

definition of the goal (strategy);

study of technology;

selection of manufacturers (contractors);

design;

choice of funding source;

results control.

First of all, the purpose of the functioning of the technological chain is determined. To select counterparties, it is necessary to analyze information about the functioning of each potential participant in the financial and industrial group. This information should contain: data on the management of the counterparty; product range; financial statements for the previous four quarters; structure of assets and structure of liabilities; information about the state of the equipment; indicators of the duration of the technological cycle for the production of products from the counterparty, which can be used by female shopping centers; price structure for products that can be used within the shopping center; information about the presence of ties with other enterprises.

In real life, PPGs in their pure form are quite rare. In practice, the integration of the planned economy with its predilection for directive-command methods and accompanying passive subordination is manifested. The inertia is reinforced by the retention by the state of controlling stakes in enterprises included in FIGs, by elements of budgetary financing, and by the distribution of privileges. This leaves an imprint on the entire financial-industrial group management system, and especially their labor resources and investments. Without taking into account the inertia of management, it is difficult to explain, for example, the maintenance of a high level of employment in the face of a catastrophic decline in production, the work on new government orders in the face of chronic non-payment for completed ones, etc.

With the expansion of the area of control over the economy by new commercial formations, the mainstream is the replacement of state monopoly by polycentrism based on the interaction of commercial, socio-political and state structures. The problem of interaction between the center and the controlled periphery does not disappear, but acquires new conditions of movement.

A large FIG is a significant segment of the social sphere. Most financial-industrial groups consist of dozens of large enterprises that employ thousands of workers and employees scattered over many regions.

Russian FIGs are characterized by two types of associations - conglomerate and based on the cooperation of production.

The conglomerate type is characterized by the association of joint-stock companies that are not connected with each other by the system of production cooperation, on the basis of participation in the common capital and the dependence of each growth. Banks play a dominant role in these groups. Associations can serve as a group of bank MENATEP.

The second type is characterized by industrial cooperation as the basis for the unification and subordination of all other elements of the group (banks, insurance companies, etc.) to it. This type includes most of the groups in the oil and gas industry.

Both types of association in control systems and problem solving have both common features and differences.

What is new for Russian management systems is the differentiation of FIG participants (individuals and legal entities) not only along the line of the hierarchy of the position of each participant in labor cooperation, but also along the line of his ownership of the material conditions and results of production. In a short period of time, controlling stakes in new joint-stock companies ended up in the hands of a few individuals and legal entities. Thus, in Uralmash JSC, 27% of the shares are in the hands of one Bioprocess company, in ZIL JSC, 265 shares are owned by Mikrodin JSC, etc. The majority of financial-industrial groups working at enterprises either do not have any, or have several shares, which do not make them effective owners. In virtually all registered groups, controlling stakes in voting shares remain in the hands of the state.

Along with the differentiation of ownership, there is inevitably a differentiation of interests and opportunities for their implementation. The management system is faced with the task of consolidating social groups with far from coinciding interests. Without it, the group cannot function effectively, but consolidation does not mean the removal of contradictions. The solution to this problem is multivariate.

Most of the enterprises before joining the FIG were JSCs owned by separate groups of owners. The limited inclusion of these enterprises in the intra-group management system becomes possible on the basis of centralized control over them as objects of ownership. The management of real owners turns out to be part of the management system of the FS-

To date, three main schemes for managing real FIGs have been formed.

The first type can be classified as financial-industrial group, where the holding company is the central manager (Fig. 4.9).

By concentrating controlling stakes in itself, the holding company turns into the managing center of the entire group. Such an entity is, for example, the company "Rosprom", created by the bank MENATEP.

The second type includes groups where the center of ownership is a financial institution, usually a commercial bank (Fig. 4.10).

As a controlling shareholder, a bank is no different from an ordinary holding company. As a rule, the structure of the bank has a holding department, which directly performs the functions of a property management center. All other forms of management in the group are built on this basis. The Russian Credit Bank holding can serve as an example.

Groups belong to the third type, where the participants ate their capital and created a joint-stock company (Figure 4.11). Such a company practically does not differ from an ordinary corporate structure, where, in addition to functional production

divisions there are banking institutions, research centers, etc. The giant company "Russian Metallurgy" can be attributed to the number of such associations. Property management is carried out through a complex interaction between the meeting of shareholders, the board, the apparatus, the audit commission, etc. (Fig. 4.12).

In some financial-industrial groups (Sokol, Antey, integrated oil companies, etc.), boards of directors are created - representatives of joint-stock companies that are members of groups that decide on the distribution of profits, the formation of reserves, etc. In many conglomerate-type financial-industrial groups, the functions of the council are performed by the head board of the bank and the holding unit.

The state participates in the management of FIGs through the work of representatives of interested departments in meetings of shareholders and boards of directors. For example, the boards of directors of oil integrated companies include employees of the State Property Committee, the Antimonopoly Committee, and the Ministry of Energy of the Russian Federation.

The interaction of centers and peripheries of ownership and disposal of property becomes the first of the core moments of the financial and industrial group management system. It is it that underlies the management of functional units, sets the target function

group strategic and operational planning, resource allocation, etc.

The technical skills and knowledge of specialists employed in the process control system and industrial cooperation are primary in comparison with their position in the ownership system. But corporate owners and managers also evaluate a specialist based on the criterion of subordinating the technical and economic management system to the goal of increasing capital and personal loyalty.

Refusal to form a management system based on personal considerations or preferences turns out to be a very difficult task, effectively solved only under the pressure of intense competition. An ideal solution to the problem has not yet been found. The manifestation of "favoritism" and gangsterism is observed both in the West and in the East, often contributing to the death of corporations. It is important to consider what exactly creates a breeding ground for this, what are the forces that oppose their development, what forms help in overcoming them. In particular, one should pay attention to the wide distribution of specialized recruitment companies, independent expert groups for evaluating the work of managerial units, etc.

In Russian financial-industrial groups, the formation of the apparatus for managing technological processes and industrial cooperation takes place in conditions of a low level of competition, an unfinished process of privatization, and an all-encompassing criminalization of society. This will inevitably reduce the efficiency of the functioning of FIGs.

Investments in the real sector of the economy are the key to the stabilization of the modern domestic economy, the increased work of enterprises and their development. However, financial resources are limited. In addition, the paradox of the Russian economy lies in the fact that Russian enterprises, objectively experiencing a chronic shortage of working capital, at the same time have them in large volumes than similar Western firms. In such a situation, the importance of the formation and effective functioning of multi-sectoral structures with a management system that provides sufficient stability and flexibility increases. One of the most important elements of industrial restructuring today is financial and industrial groups.

FIGs can greatly contribute to stimulating investment in the real sector of the economy. First, they make it possible to create stability in obtaining funds for investment activities by merging production and financial institutions into a single group. Secondly, FIGs ensure the effectiveness of investments in production due to the unity and interconnection of all reproductive processes. The creation of financial and industrial groups is one of the ways to correctly and profitably organize the production and marketing activities of enterprises, to get the maximum return in the shortest possible time due to a clearly built system of distribution of responsibility, areas of activity between participants and an orderly scheme of cash flows.

Within the framework of the FIG, a closed cycle of expanded production is formed from the initial financing of the production cycle to the receipt of profit and its refinancing. The mechanism of financial ties between the members of the group determines, first of all, the financial institutions of the group, whose activities make it possible to achieve stability and a quick response to outgoing changes within the group and in the external environment.

Question #26

Introduction

Communication processes, in which employees of the management apparatus participate, are vital links between the leader and his subordinates, between managers of the same level, between the organization and the external environment. In daily work, the leader must use information from various available sources - superiors, subordinates, peers, customers, suppliers, etc. The operational activities of the manager differ from his decision-making activities. These two essential activities are interrelated and depend on the information processed and transmitted within the organization. Communication processes enable managers to carry out their work effectively and make decisions about choosing the best strategy to achieve their goals.

Communicationsin an organizational context include interactions between people. It is the process of exchanging information and transferring information between individuals or their groups. Organizational communication is the process by which leaders develop a system for providing information to large numbers of people within the organization and to individuals and institutions outside of it. It serves as a necessary tool in coordinating the activities of departments of the organization, allows you to obtain the necessary information at all levels of management.

The purpose of my essay is to study how organizational communications work in practice.

The objectives are to study how communications are related to the activities of employees in the organization, what role they play in the organization, how they can be managed.

In my essay, I will study organizational communications using the example of an organization called Petrolesport OJSC.

The main difficulty in writing my essay is the study of the practical part of the material, because. I don't have enough information about my own company.

The Importance of Communication

Communication is important to leaders for the following reasons:

1) Managers spend most of their time communicating. According to many experts, this takes 75-95% of the time of leaders. Therefore, they should be interested in improving this type of activity;

2) communications are necessary for effective management;

3) communications are necessary to assert the authority and express the will of the leader;

4) well-established communications contribute to ensuring organizational effectiveness. If an organization is effective in communication, it is effective in all other activities.

It is customary to distinguish four main functions of communication in a group or organization as a whole: control, motivation, emotional expression and information transfer. Through communication, the control behavior of group members. In organizations, there is a hierarchy and formal subordination, which employees must adhere to. When an employee, for example, is asked to align his actions with the company's strategy, communication is in control. At the same time, it enhances motivation, communicating to employees what needs to be done, how to improve performance, etc.

For most people, their work is the primary source of social interaction. Communication, which is carried out in a group, is a mechanism by which group members express their attitude to what is happening. Thus, communication contributes emotional expression workers and allows to realize social needs. The function of communication is also essential, which is associated with its role in the decision-making process. It allows you to provide the data that individuals and groups need to make decisions through transmission of information

Analysis of drugs of the benzenesulfonamide group

Analysis of drugs of the benzenesulfonamide group. In the control and analytical laboratory, the content of sulfadimethoxine in tablets was determined by nitritometry

Analysis of drugs from the group of salts of aliphatic carboxylic acids and hydroxy acids, ascorbic acid, aliphatic amino acids and their derivatives

In the 90s. 20th century as a result of large-scale processes of privatization of state enterprises in Russia, the disintegration of industrial and production associations began, which led to the disintegration of the economy. One of the main prerequisites for the legislative regulation of associations of legal entities in the form of financial and industrial groups was the recognition of the need for the functioning in the economy of our country, along with small and medium-sized business structures of large industrial and economic complexes. Since it is large structures that ensure the competitiveness of the products of enterprises in high-tech industrial sectors and activate the processes of investment in the spheres of the real economy.

Financial and industrial groups (hereinafter referred to as FIGs) are often called "special economic zones", as they allow minimizing many risks and obtaining a favorable tax regime. FIGs are quite attractive for foreign investors as well. In Russia, there are now about 100 officially registered financial and industrial groups (Interros, Nizhny Novgorod Automobiles, Mostatnafta, Magnitogorsk Steel, Sibagromash, etc.), and there are several times more unofficial groups (for example, Alfa Group). In essence, many business associations correspond to all the signs of a financial and industrial group, but are not such, since they have not gone through the process of state registration.

Financial-industrial groups are created in all CIS member states, but in the Western economy this special organizational type of associations is absent. Related enterprises or concerns in Germany, groups of partnerships in France, holding companies in the UK and the USA can be considered foreign analogues of domestic FIGs. The essence of such formations is that it is an association of participants that does not have the status of a legal entity, which is based on economic subordination and control of one participant over others.

Currently, the main normative act regulating the organization and activities of FIGs is the Law on Financial and Industrial Groups.

A financial-industrial group is a set of legal entities acting as parent and subsidiary companies or who have fully or partially combined their tangible and intangible assets on the basis of an agreement on the establishment of FIGs for the purpose of technological or economic integration for the implementation of investment and other projects and programs aimed at increasing competitiveness and expansion of markets for goods and services, increasing production efficiency, creating new jobs.

From the legal definition of a financial and industrial group, it follows that it is not one of the organizational and legal forms of legal entities. The impossibility of granting financial and industrial groups the status of a legal entity is due to the desire to preserve for their participants the legal personality of a legal entity that ensures the conduct of entrepreneurial activities. Despite the lack of a set of rights and obligations inherent in a legal entity in a FIG as a complex formation, individual elements of the legal personality of a FIG in relations regulated by antimonopoly and tax laws can be noted.

Firstly, the group members involved in the production sector can be recognized as a consolidated group of taxpayers, i.e. a single subject of tax legal relations.

Secondly, in Art. 20 of the Tax Code of the Russian Federation contains the concept of "interdependent persons", which, among other things, can be organizations if one of them participates in the authorized capital of the other and the total share of such participation is more than 20%. Separation of the category of interdependent persons turned out to be necessary for the tax authorities to be able to exercise control over pricing in transactions made between related persons. The use of "transfer pricing" between participants in business associations makes it possible to underestimate the taxable base, which, of course, does not meet the interests of the state. Consequently, the tax authorities control interdependent persons as a single entity.

From the point of view of antimonopoly law, the group members, even if they are formally autonomous (independent) legal entities, are part of the overall structure, are managed from a single center and engage in entrepreneurial activities to achieve the interests of the group as a whole. Therefore, in the antimonopoly legislation, the FIG is recognized as a single economic entity.

According to the forms of production and economic integration, "vertical", "horizontal" financial and industrial groups and conglomerates are distinguished. According to statistics in Russia, the majority of registered financial-industrial groups are characterized by a vertical type of association (groups "Aerofin", "Defensive Style"). Horizontal integration involves the unification of enterprises focused on the production of homogeneous products (groups "Rosstroy", "BelRusAvto"). Conglomerates are considered the most stable form of association, which has enterprises in different, unrelated business sectors, in order not to depend on the economic situation in a particular industry (the United Industrial and Construction Company group).

According to industry affiliation, it is customary to single out industry and intersectoral groups; according to the degree of business diversification - single-profile and multi-profile; by the scale of activity - regional, interregional and interstate (transnational). Financial and industrial groups are considered transnational if among their members there are legal entities under the jurisdiction of the CIS member states, or having subdivisions on the territory of these states, or carrying out capital construction there. A transnational company established on the basis of an intergovernmental agreement acquires the status of an interstate FIG.

Members of a financial-industrial group can build their relationship in two ways: either as interaction between the parent and subsidiaries, or as interaction on the terms of full or partial consolidation of their tangible and intangible assets. In the first case, we are dealing with a de facto holding model, when the main (parent) company has the opportunity through its block of shares (stakes) in subsidiaries, i.e. by virtue of the predominant participation in their authorized capital, manage the activities of each of them. It can be said that the FIG of the first type is an entrepreneurial association based on a "participation system", economic subordination and corporate control. In such an association, the main company performs the functions of a central company, through which, in fact, the activities of the group as a whole are conducted.

FIG of the second type is a voluntary contractual business association of independent legal entities. According to statistics, the majority of registered (official) FIGs are created exactly according to the type of associations on the basis of a contract; they are sometimes referred to as "soft non-holding corporations" or "contractual holdings". A financial and industrial group of this type is created by concluding an agreement on the creation of a financial and industrial group by the group members, in accordance with which a central company is established. That is, the central company, in fact, is a subsidiary or dependent company in relation to all participants in the FIG. By its legal nature, an agreement on the establishment of a financial and industrial group is a type of a simple partnership agreement (Articles 1041-1054 of the Civil Code of the Russian Federation).

The current legislation provides for a number of restrictions on participation in a financial and industrial group.

Thus, state and municipal unitary enterprises can be part of FIGs on terms determined by the owner of the property. A financial-industrial group involves the unification of tangible and intangible assets, but a unitary enterprise, not having the right of ownership of the property assigned to it, cannot independently manage its assets, it needs to coordinate its transactions with the owner of the property. However, despite these restrictions, in Russia more than 10% of the total number of participants in all registered FIGs are enterprises of the public sector of the economy.

Subsidiaries may be part of a financial and industrial group only together with their parent company. Decisions, actions, transactions of subsidiaries can be quite rigidly predetermined by the main (parent) companies. Therefore, a situation is not ruled out, in which the subsidiary will be forced to choose between binding for it, but contradictory, decisions of the governing bodies of FIGs and the main (parent) company. Thus, this limitation is due to the desire to ensure proper controllability in the execution of decisions in the FIG system by its participants.

Legislation prohibits a legal entity from participating in more than one financial and industrial group. This restriction prevents the monopolization of the market, since groups with the same composition of participants do not create conditions for free competition. However, it is obvious that the participants of FIGs have the right to be members of other types of associations, such as banking groups.

Public and religious associations cannot be members of financial and industrial groups, since the goals of the activities of these organizations (taking into account restrictions on doing business) do not imply the possibility of their participation in production and financial complexes.

Regardless of the type of financial-industrial group organized (holding or contractual association), mandatory and initiative (optional) participants are distinguished in its composition. Mandatory participants in the financial and industrial group are enterprises operating in the field of production, as well as banks and credit organizations. Industrial enterprises are assigned the functions of manufacturing and producing marketable products or providing services; banks or credit organizations are assigned the role of investment structures.

Investment funds, insurance companies, non-state pension funds, as well as any other organizations may be included as optional participants in FIGs.

The first stage in the creation of a financial and industrial group is the development of its local acts. In all types of financial-industrial groups, the organizational project of the group belongs to the mandatory local documents, i.e. a package of documents containing the necessary information about the goals and objectives, investment and other projects and programs, the expected economic, social and other results of FIG activities. The organizational project, as a rule, includes an explanatory note and a feasibility study for the future activities of FIGs.

With a contractual type of merger into a financial and industrial group, local documents also include an agreement on the establishment of a financial and industrial group and the charter of a central company. An agreement on the creation of a FIG is a type of an agreement on joint activities (a simple partnership). Along with the essential conditions that are mandatory for a simple partnership agreement, it must contain information about the name of the FIG, the procedure and conditions for establishing the central company, the procedure for formation, the scope of authority of the board of directors of the FIG, the procedure for amending the composition of participants, the volume, procedure and conditions for merging assets , the purpose of the association of participants, the duration of the contract. Other terms of the agreement on the creation of a financial and industrial group are established by the participants, based on the goals and objectives of a particular FIG, taking into account industry, regional and other specifics.

The financial and industrial group is registered by the central company, which, being a separate legal entity, is created and registered earlier than the group itself. The registration of the group is carried out by the Ministry of Economic Development and Trade of the Russian Federation in a separate state register.

For registration, the central company of a financial and industrial group submits an application for registration, an agreement on the establishment of a financial and industrial group (an agreement is not required if the group is formed as a combination of the main and subsidiary companies), notarized copies of registration certificates, constituent documents, copies of the registers of shareholders of each of the participants, including the central company, organizational project, notarized and legalized documents of foreign group members. In addition, it is necessary to submit an opinion of the Federal Antimonopoly Service confirming that the creation of a financial and industrial group will not lead to a restriction of competition in the commodity or financial markets.

After the examination of the submitted documents, the state registration of the financial and industrial group is carried out.

Financial and industrial groups are a number of enterprises united by a common management structure and a source of lending, which is usually a bank. Companies that are part of FIGs do not necessarily represent the interests of a particular industry. They can perform different functions in the market, releasing dissimilar products. However, all investments are made from a single source. In addition, FIGs are concerns, sometimes a group of concerns, the majority of whose shares are owned by one individual who determines the development strategy for all

Apparent autonomy and structure

Formally, from a legal point of view, such enterprises operate autonomously from each other. At the same time, having external management and financing, they form what we used to call “financial-industrial groups”. Characteristically, despite their seeming autonomy, companies are oriented towards the fulfillment of a certain task, which may not be directly related to the requirements for the growth of economic income. Financial capitalization often occurs due to the concentration of completely different resources.

Financial and industrial groups integrate the efforts of legal, insurance, financial companies, several alternative media resources and, of course, technological industries. What can unite them, except for the banal desire of the owner to earn a little? Obviously politics. It's just that a certain development of business requires not so much judicial and legal as political and instrumental guarantees for maintaining the inviolability of accumulated capital. And this is possible only in the case of the transformation of industrial, financial, banking and other types of capital into political capital, that is, into power. Strictly speaking, the activity of any FIG is aimed at solving such a problem.

Industrial FIGs are industrial associations operating on the principle of a concern. It is a rare case when such groups include the advantages of an enterprise of one
Classical financial-industrial groups are associations created on a contractual basis and creating a management company as a basic link. All structural units of financial and industrial groups retain their former

Financial and industrial groups in Russia

In principle, the FIG is a purely Russian phenomenon, which appeared thanks to the corresponding Russian Federation in the second half of 1993. Initially, it was assumed that by creating such groups, the state would be able to quickly get rid of a series of uncontrollable and, by and large, unprofitable post-Soviet enterprises, and somehow streamline unhealthy, wild competition. However, the mechanism for creating FIGs did not imply the formation of “friendly integration” mechanisms, which provoked the emergence of super players who dominated various market niches. Thus, instead of a controlled competitive environment, total monopolies were created that control entire industries and sectors of the economy. And this, in turn, led to no less strong dependence of companies on the activities of state structures. It was thanks to the creation of their own political projects that they began to create the “necessary” lobbying political and

Financial-industrial groups (hereinafter referred to as FIGs) are often called "special economic zones", as they allow minimizing many risks and obtaining a favorable tax regime. FIGs are quite attractive for foreign investors as well. In Russia, there are now about 100 officially registered financial and industrial groups (Interros, Nizhny Novgorod Automobiles, Mostatnafta, Magnitogorsk Steel, Sibagromash, etc.), and there are several times more informal groups (for example, Alpha Group). In essence, many business associations correspond to all the signs of a financial and industrial group, but are not such, since they have not gone through the process of state registration.

In our country, holding companies are usually created in the form of joint-stock companies. The procedure for their organization and activities is now established only in relation to holding companies created in the process of privatization, and is regulated by the Temporary Regulations on Holding Companies Created During the Transformation of State Enterprises into Joint Stock Companies, approved. Decree of the President of the Russian Federation of November 16, 1992 N 1392.

According to the Temporary Regulations, a holding company is an enterprise whose assets include controlling stakes in other enterprises. Enterprises, the controlling stakes of which are part of the assets of the holding company, are referred to as "subsidiaries". Holding companies and their subsidiaries are created in the form of open joint-stock companies.

A holding company is a joint-stock company that manages other companies. This management is carried out by determining the influence on decisions taken by the general meetings of shareholders and other management bodies of subsidiaries. At the same time, cross-ownership of shares is prohibited, i.e. only the holding company has shares in subsidiaries; subsidiaries themselves cannot own shares in the holding company.

However, the Temporary Regulation applies only to joint-stock companies in which the share of state participation is more than 25%. If more than 75% of the shares are sold to individuals and organizations, this company is subject to the general provisions of the Law on Joint Stock Companies. In addition, special decrees excluded oil holdings, including Transneft and Transnefteprodukt, coal industry holdings, the Ilyushin aircraft building holding, and others, from the scope of this Temporary Regulation.

The holding model of business organization undoubtedly has many advantages. However, within the holding, as a rule, there is no competition that requires constant improvement in the quality of products and services provided. Unprofitable enterprises can be artificially supported in it, which reduces the economic efficiency of such an association as a whole. Holdings, in comparison with independent commercial organizations, have a less favorable taxation regime. Any overcoming of the "boundary of a legal entity" entails the emergence of a taxable base. In a separate legal entity, the losses of one production can be repaid by the profits of another, a fair balance of income and expenses is established. However, Russia does not apply the principle of unitary taxation characteristic of, say, the United States. In our country, holdings are, in fact, "double taxation". The subsidiary, receiving income, pays indirect taxes and income tax, and then transfers this profit to the main company in the form of dividends, which are also subject to income tax as non-operating income of the main company.

Holding companies are subject to special enforcement proceedings. Thus, the shares of subsidiaries, which are the assets of the main company, are property, the collection of which in the course of enforcement proceedings is drawn in the third place, because the production activities of the company directly depend on these blocks of shares, because all subsidiaries are vertically integrated into a single economic system. This approach confirms the thesis about the partial legal personality of the holding.

Despite the fact that the law on holdings has not yet been adopted and there is no universal definition of the concept of "holding", some legislative norms recognize the independent participation of a holding as a subject in certain legal relations. In particular, the Law on Competition and Restriction of Monopoly Activities in Commodity Markets names a "group of persons" as one of the varieties of an economic entity in the commodity market. In Art. 20 of the Tax Code of the Russian Federation refers to "interdependent persons" in cases where one organization directly or indirectly participates in the authorized capital of another legal entity and the total share of this participation is more than 20%. Federal Law of February 25, 1999 N 39-FZ "On investment activities in the Russian Federation, carried out in the form of capital investments" in Art. 4 provides that investors can be associations of legal entities created on the basis of a joint activity agreement and not having the status of a legal entity. Finally, the Law on Banks and Banking Activity allows the formation of bank holdings and banking groups. As already mentioned, the holding model can also be implemented within the framework of a financial and industrial group in accordance with the Law on Financial and Industrial Groups.