board of directors

Introduction. For a long time, the board of directors of Russian corporations had a formal character, manifested in weak interpersonal relations between council members and in a formal approach to performing functions prescribed by Russian law and the Corporate Governance Code. The cause of formalism was the merging of property and management in Russian business, namely, the formation of a model of insider capitalism, as well as the general misunderstanding by the owners of the functional of the board of directors. These processes affected the formation of boards of directors from representatives of majority shareholders and government officials, which does not meet the requirements of the International best practices of corporate governance. The need for effective management, as well as the processes for companies to enter the international market, have become factors in the activation of boards of directors.

Theoretical analysis. In the course of the article, the composition and structure of the boards of directors of domestic companies are analyzed in the dynamics. An analysis is carried out for the presence of independent directors in the boards, their share ratio. The statistical data characterizing the dynamics of the structure of the soviets are also considered: the presence of appropriate committees in them. The analysis is conducted on the correspondence of the current state of the composition and structure of the boards of directors of Russian companies to the requirements of the Corporate Governance Code. Special attention is paid to these characteristics in non-public companies.

Results. The analysis made it possible to draw conclusions about compliance with the necessary requirements for the composition and structure of boards of directors in Russian companies. But the quantitative and structural characteristics of this institution are not sufficient for its full functional. Therefore, the article provides recommendations on the quantitative content of the board of directors, as well as the principles for the formation of committees of the board of directors, based on the need to address certain issues.