Management through participation in the formation and work of the boards of directors of subsidiaries. Is the business owner overgrown with property? Low quality or no comprehensive internal business analysis

1. Is it necessary or not necessary?

The world of an accountant is replete with primary documents, balances, declarations, standards. Some of them, performing their routine work, dream of becoming a qualified and professional accountant, while others have already risen to this level. But there is one "but": although most of the masters of their craft, as a rule, have an economic education, only for them the concept of "economics" remains something unknown. At the same time, a professional accountant must be “friendly” with management accounting, economic and financial analysis.

We can say with complete confidence that most of the accountants have used such terms as "profitability", "liquidity", "solvency", without understanding what meaning they carry. And one can only regret this, because knowledge of theory and terminology speaks a lot about the professional training of a specialist - and it not only helps in work, but also directly affects the size of the salary.

Vocabulary

Profitability(from the German rentabel - profitable) - an indicator of the efficiency of an enterprise, characterizing the level of return on costs and the degree of use of funds. It comprehensively reflects the use of material, labor and monetary resources and natural resources.

Liquidity(from the Latin liquidus - liquid, fluid) - the ability to transform the company's assets, values ​​into a means of payment, into money, i.e. asset mobility.

Solvency(from the English solvency, paying capacity) - the ability of an organization to fully fulfill its payment obligations, based on the availability of funds necessary and sufficient to fulfill these obligations.

Financial Accounting- accounting for the availability and movement of funds, financial resources, the main part of which is accounting.

Financial stability- such a state of the company, which guarantees its constant solvency.

Financial condition- the ability of the enterprise to finance its activities.

Vertical analysis- determination of the structure of the final financial indicators with the identification of the influence of each reporting item on the result in general.

Horizontal analysis- comparison of each reporting item with the previous period.

2. Analyzing balance sheet liquidity

Liquidity analysis is necessary to assess the solvency of the organization, i.e. ability to timely and fully pay for all their obligations. The liquidity of the balance sheet is defined as the degree of coverage of the company's liabilities by its assets, the time of conversion of which into money corresponds to the maturity of the obligations.

The methodology for analyzing balance sheet liquidity is to compare funds for an asset with liabilities for a liability. The former are grouped according to the degree of their liquidity and are arranged in decreasing order of liquidity, the latter - according to their maturity, and their arrangement is subject to the order of increasing maturity.

Depending on the degree of liquidity, the assets of the enterprise are divided into the following groups.

A1. The most liquid assets - these include all items of cash and short-term financial investments (securities) that can be used immediately. This group is calculated as follows:
A1 = page 250 + page 260

A2. Quickly realizable assets are receivables that are expected to be paid within 12 months after the reporting date, i.e. assets that take a certain amount of time to circulate.
A2 = p. 240 + p. 270

A3. Slowly traded assets - inventory less deferred expenses, value added tax, receivables and other current assets.
A3 = p. 210 - p. 216 + p. 220 + p. 230

A4. Hard-to-sell assets - items of section I of the balance sheet asset - non-current assets.
A4 = p. 190

Group of assets A4 is intended for their use in the company's activities for a long period. The first three groups relate to the current assets of the organization and are subject to constant change.

The main goal of the analysis of financial stability is to timely identify and eliminate shortcomings in financial activities and find ways to improve the financial condition of the enterprise.

As for the balance sheet liabilities, they are grouped according to the urgency of their payment.

P1. The most urgent liabilities - these include accounts payable.
P1 = line 620 + line 630 + line 660

P2. Short-term liabilities are short-term loans, borrowings and loans
P2 = p. 610

P3. Long-term liabilities - long-term loans and borrowings, item 4 of the balance sheet section
P3 = p. 590

P4. Permanent liabilities are items 4 of the section of the balance sheet "Capital and reserves" less deferred expenses
A4 = line 490 + line 640 + line 650 - line 216

To determine the liquidity of the balance sheet, it is necessary to compare the results of the given groups by asset and liability.

The balance is considered absolutely liquid when:
A1 ≥ P1,
A2 ≥ P2,
A3 ≤ P3,
A4 ≤ P4.

If at least one inequality has the opposite sign, then the balance cannot be recognized as absolutely liquid.

Also, the liquidity of an enterprise can be determined using a number of financial ratios.

The absolute liquidity ratio is calculated as the ratio of the most liquid assets to the sum of the most urgent liabilities and short-term liabilities (the sum of accounts payable and short-term loans):
CAL = (p. 250 + p. 260) / (p. 610 + p. 620 + p. 630 + p. 660)

The normal limitation is 0.2–0.5. This ratio shows how much of the current debt can be repaid in the near future (by the time of the balance sheet).

Quick ratio. It is calculated as the ratio of cash and liquid securities, assets to the amount of short-term liabilities.
KBL = (section II bal. - p. 210 - p. 220 - p. 230) / (p. 610 + p. 620 + p. 630 + p. 660)

The normal limitation of this ratio is in the range of 0.7 to 0.8. It reflects the projected payment capacity of the organization, subject to timely settlements with debtors.

The current liquidity ratio is defined as the ratio of all current assets (current assets) net of VAT on purchased valuables and receivables, payments for which are expected more than 12 months after the reporting date to current liabilities.
KTL = (section II bal. - p. 220 - p. 230) / (p. 610 + p. 620 + p. 630 + p. 660)

The normal value for this indicator is considered to be 2. Fulfillment of this standard by the organization means that for every ruble of short-term liabilities there are at least two rubles of liquid funds. The excess of the coverage ratio means that the firm has a sufficient amount of free resources formed from its own sources. Failure to comply with the established standard creates a threat to the financial instability of the company due to the varying degree of liquidity of assets and the impossibility of their quick sale if several creditors apply at the same time.

General liquidity ratio. For a comprehensive assessment of the liquidity of the balance sheet as a whole, the general liquidity indicator should be used, calculated by the formula:

NUMBER = p. 250 + p. 260 + 0.5 × (p. 240 + p. 270) + 0.3 × (p. 210 - p. 216 + p. 220 + p. 230) / (p. 620 + + p. 630 + p. 660) + 0.5 × (p. 610) + 0.3 × (p. 590).

The normal limitation of this ratio should be more than 1. This generalizing liquidity indicator indicates how much of the current liabilities on loans and settlements can be repaid by mobilizing all working capital.

Various liquidity indicators not only allow to characterize the stability of the financial condition of the organization. With different degrees of accounting for liquidity of funds, they meet the interests of various external users of analytical information.

Specialist comment

Even an experienced accountant with solid experience does not often have to analyze the financial activities of a company. In addition, balance sheet analysis is by no means an exhaustive financial analysis tool, since it only allows you to assess the state of affairs at the current moment and compare it with the results for previous periods.

Even if you did not manage to cope with the necessary calculations at first, you should not be upset. Any accountant was once a student or a course attendee, and for sure a textbook on the analysis of financial and economic activities is waiting for him somewhere on the shelf - it will serve as an excellent assistant.

Olga Sizova, expert of the magazine "Consultant"

3. Calculating profitability is easy!

The economic efficiency of the organization is characterized by a system of indicators of profitability or profitability of the company. The profitability is calculated simply - it is the ratio of profit to costs or production costs. The main source of analysis is Form No. 2 "Profit and Loss Statement"

General formula for calculating profitability:

R = P ÷ V,
where P is the profit of the organization;
V is the indicator against which the profitability is calculated.

Below are the profitability indicators that characterize the efficiency of the company in sufficient detail:

The return on total equity (Rа) for accounting profit is calculated as the ratio of profit before tax to the average annual value of assets.

The total return on equity for accounting profit (Rtotal) is defined as the ratio of profit before tax to the average annual cost of equity.

Return on equity by net profit (Rh.sk.) is the ratio of net profit to the average annual cost of equity capital.

Return on sales by net profit (Rp.pr.) - the ratio of net profit to proceeds from product sales.

Profitability of sales by profit from sales (Rpr.) - the ratio of profit from sales to proceeds from sales of products.

The considered indicators can be calculated both at the beginning and at the end of the reporting period. To do this, it is enough to substitute balance indicators in the denominator of the fraction at the beginning or at the end of the period, respectively.

4. Is it stable or not?

There is a method that allows you to answer some very important questions related to the state of affairs in the organization. For example, how financially independent the firm is, and whether its financial position is stable. This is a financial soundness analysis. It shows how solvent the company is in relation to suppliers, as well as the state budget. The concept of "financial stability" implies such a state of financial resources and their use, which ensures the development of the company while maintaining its solvency and creditworthiness.

The financial stability of the company is based on the optimal ratio between certain types of assets (circulating, non-circulating) and the sources of their financing - own or borrowed.

As absolute indicators of financial stability, parameters are used that characterize the degree of supply of reserves and costs with sources of their financing. This is the data of the group of articles "Inventories", Section II of the balance sheet asset. To characterize the sources of formation of reserves, the following indicators are used:

Availability of own circulating assets (SOS). This indicator is defined as the difference between capital and reserves (section III of the balance sheet liabilities) and non-current assets (section I of the balance sheet asset).

SOS = IIIрП - IрА, where
IIIрП - the third section of the balance sheet liability;
IPA - the first section of the balance sheet asset.

This indicator characterizes the net working capital. Its increase indicates the further development of the firm's activities.

Availability of own and long-term borrowed sources of formation of stocks and costs (CD). It is calculated by increasing its own working capital by the amount of long-term liabilities.

SD = SOS - IVrP, where
IVрП - the fourth section of the balance sheet liability.

The total value of the main sources of formation of stocks and costs (IFZ), which is calculated by increasing the previous indicator by the amount of short-term borrowed funds (KZS) - meaning page 610 of section V of the balance sheet liability.

IFZ = SD + KZS.

The type of financial stability is determined based on the ratio of the amount of reserves and costs and the sources of their formation.

Surplus (+) or shortage (-) of own working capital:

SOS - ЗЗ = ±, where
ЗЗ - stocks and costs.

Surplus (lack) of own and long-term borrowed sources of formation of reserves and costs:

SD - ЗЗ = ±

3. Surplus (shortage) of the total value of the main sources of formation of stocks and costs:

IFZ - ЗЗ = ±

Determination of the type of financial stability of the organization is carried out on the basis of a three-component indicator, which is formed using the three above. If there is a surplus of funds according to the corresponding indicator, then in the three-component indicator in its place is put 1, if there is a shortage, then 0. There are four types of financial stability, which are shown in Table 1.

Table 1

If your organization has absolute stability S <1; 1; 1>, then we can say that everything is "excellent", since a firm with 100 percent stability is extremely rare.

Normal financial stability S ‹0; 1; 1› indicates the company's solvency.

If the analysis showed that the firm is in an unstable financial position S <0; 0; 1>, then the accountant can be reassured only by acceptable stability. At the same time, the minimum conditions for financial stability can be expressed as follows:

Section I of the asset Section II of the asset> Section V of the liability.

Dmitry Ryabykh, GGeneral Director of Alt-Invest LLC, Moscow

What questions can you find answers in this article?

• What is the difference between financial and management reporting from accounting.
• What practical conclusions can be drawn from the analysis of profitability of sales
• What indicators of management reporting should be known to the CEO
• What potential investors pay attention to

There are three types of company reporting: accounting (tax), financial and management. Let's figure out what are the features of each of them.

Accounting (tax) reporting are all Russian companies. These statements include "Balance Sheet", "Profit and Loss Statement", tax returns and a number of other forms. It is interesting in that it is subject to inspection by state bodies, which is why accounting statements are the first thing that your creditors or partners of the company will want to study. However, if your company uses gray schemes in its work, then the reporting data will be distorted, and you are unlikely to be able to adequately assess the situation in the company. That is why the company must also have either financial and management reporting, or simply management.

Financial statements may look like an accounting (tax) one. However, financial reporting has an important difference. It is drawn up not for reasons of compliance with legal regulations and tax optimization, but focusing on the most accurate reflection of real financial processes in business. This, for example, concerns the accounting of liabilities, write-off of costs, depreciation, valuation of share capital.

Management reporting concentrates on the internal aspects of the enterprise. For example, it can be any production data (such management reporting can be prepared by the production director for you), information on work with debtors and creditors, data on stocks and similar numbers. Without reflecting the full picture of the business, management reporting provides a good basis for setting goals and monitoring their achievement. It is especially important to draw up management reports in small and medium-sized companies, which do not conduct all data officially. In fact, only guided by management reporting, you will be able to assess the real state of affairs in the company (see also Two principles of work with any reporting).

Key indicators of financial statements

Financial statements are usually prepared by large enterprises. At the same time, they are guided by the International Financial Reporting Standards (IFRS) or the American GAAP standard. For managers of small and medium-sized companies, I recommend forming the indicators described below, at least within the framework of management reporting. You can entrust this work to the financial director or chief accountant.

1. Profitability of sales. This is the most important indicator, and you need to pay attention to it first of all. The profitability of sales, that is, the ratio of net profit to turnover, is never calculated on the basis of financial statements, it is a financial statement that is needed here. If it is not there, then you should analyze the management reporting. A rise in profit margins is a good thing, but a drop indicates problems. The rate of return is usually determined by the enterprise itself; its value depends on the market sector, the chosen strategy and a number of other factors.

High profitability is a signal that the company can invest much more freely in long-term projects and spend money on business development and competitiveness. Success must be developed and consolidated. If profitability is low, it is necessary to determine a set of measures aimed either at increasing sales or at reducing costs. Or try to influence both sales and cost. For example, you can reduce investment in long-term projects, try to get rid of non-production costs.

2. Working capital. You can analyze working capital both on the basis of financial statements and on the basis of accounting statements. However, the conclusions will be different. The financial statements assess the quality of actual working capital management. The analysis includes the study of the most common indicators:

• inventory turnover (reflects the speed of inventory sales, while high inventory turnover increases the requirements for the stability of the supply of materials and may affect the stability of the business);
• the turnover of receivables (shows the average time required to collect this debt, respectively, a low value of the coefficient may indicate difficulties in collecting funds);
• accounts payable turnover.

Inventories and receivables are funds frozen in the company's current business processes. If they are large, then the company will become inactive, will bring low profit to shareholders, and will require loans. But on the other hand, a decrease in inventory can jeopardize production or trade, and strict requirements for debtors will affect the attractiveness of your company to potential customers. Each company must determine for itself the optimal values ​​of indicators and among the tasks of financial management that the CEO should be interested in, not the last place will be taken by regular monitoring of the level of working capital.

Accounts payable, when increased, can provide a free source of funding. But, as with accounts receivable, it cannot simply be increased - this will affect the liquidity and solvency of the company. Here, too, you should determine the optimal value to strive for.

An analysis of the items of working capital on the basis of financial statements (in particular, section II of the balance sheet "Current assets") will show you, for example, how well the workflow is established in the company. To do this, compare the turnover on the balance sheet with the turnover calculated according to the data of financial or management reports, as well as with your optimal values. If the data diverges, it means that not all financial documents reach the accounting department. Because of this, nonexistent reserves, assets, and liabilities begin to accumulate on the accounting accounts and, accordingly, in the balance sheet. For example, some costs have already been written off to production, but in the balance they are still listed under the item "Inventories". The appearance of such "garbage" also indicates that your company bears unnecessary tax risks, and also does not use legal opportunities to reduce tax payments.

3. Assets and liabilities... These characteristics determine the long-term financial position of the company. In operational management, these indicators should be monitored by financial services. But it is also useful for you to periodically ask a number of questions from this area:

• Does the company have enough fixed assets? Are they maintained in the new state? This is relatively easy to verify. Annual investments in equipment and transport should be no less than the depreciation of property (and, as a rule, more by 20-30% to compensate for inflation).
• What is the company's total liabilities? What is the share of the liability in the assets of the company? How much does the annual turnover cover obligations?
• What is the share of interest-bearing debt (bank loans and other liabilities that require fixed interest payments)? How much does the annual income cover the interest payments?

Otherwise, you can leave the financial statements for analysis to the CFO.

Management reporting

If the financial and accounting statements are built according to uniform rules and cover all the activities of the company, then the management reports are individual and, as a rule, focus on certain aspects of the work. Among the management reports that the CEO studies, most often there are:

1. Report on production indicators, that is, the physical volume of work. The content of this report is highly dependent on the type of business. If this is an industrial production, then the report indicates the number of units produced and shipped to customers. In trade, this can be either monetary sales figures or physical sales volumes for key products. In the project business, such a report can be based on schedules for the implementation of work plans.

2. Analysis of the structure of income and costs. The report may include the cost of goods sold and the profitability of its sale, or may reflect only the situation as a whole. The task of the CEO, when studying these reports, is to see items of costs that are unreasonably growing, and also to find that the company begins to sell some of the services or products to itself at a loss. Accordingly, the cost structure is selected so that on its basis it would be easy to formulate the tasks to be solved. A very common option is to structure all costs both by item and by place of origin (departments, branches, etc.).

Let's bring all of the above into a single plan, according to which the CEO can build his work with reporting. You can customize this plan according to your business specifics. However, for a start, you can use it without changes (see. table).

Table. What reporting metrics a CEO should study

The company through the eyes of a lender or investor

The last element of financial analysis that you can perform is the valuation of the company from the perspective of shareholders and creditors. It is better to do it on the basis of financial statements, since it is these statements that the bank will use. The simplest assessment option includes:

• calculation of the company's credit rating using the methodology of one of the banks;
• business value calculation. One way of calculating is comparing with other companies. In this case, one or two key "value drivers" are determined and market coefficients are calculated for them.

Calculating these metrics from scratch can be inconvenient. But by including them in a set of standard reporting provided by financial services, you will have a good picture in front of your eyes, reflecting a strategic view of the state of affairs in the company.

It is known that a company that works with a good bank or investor often has a stable financial condition. This is due, among other things, to the fact that its activities are regularly monitored based on objective reporting data, and deviations from the recommended indicators cause a harsh reaction from the investor. Any company can achieve a similar result. But for this you should more often rely in your judgments and orders on the data of financial and management reporting.

Two principles of work with any reporting

1. No report is perfect or universal. Some aspects are reflected worse, others are better. Therefore, it is important to understand what was most important in preparing the report you are studying and focus only on this. As a rule, from each report you will be able to glean two or three indicators that are most accurately reflected in it, so you will inevitably have to work with different data sources for analysis.

2. Learn only what you can control. If, on the basis of some report, you do not plan to set goals for your subordinates, then this report may be interesting, but it is not directly related to the management of the company. It is better to put it aside. Of paramount importance are reports that can be directly used for strategic or tactical purposes of the company and by which it is possible to calculate the degree of achievement of these goals.

The Russian economy is largely a holding economy. Along with large vertically and horizontally integrated holding companies and conglomerates, a large number of relatively small groups of interconnected companies operate here. The driving motives for setting up subsidiaries vary. This is the separation into an independent legal entity of a type of activity that requires licensing. And the isolation of risky businesses in order to reduce the risk of loss in case of failure. And the creation of subsidiaries within the framework of the firm's project management approach. And the isolation of especially valuable property as a preventive measure against corporate takeovers.

Holdings, or, as they are called "scientifically", integrated structures presuppose close interaction of companies, coordination of their current activities, and sometimes end-to-end operational regulation. The topic of this article is to investigate the question of how the parent company can legitimately manage the activities of the daughter.

What kind of question is this, the reader will say. I created a company. She completely belongs to me. I can do with her what I want. And it will be wrong.

In joint-stock companies, the owners of shares are not the owners of the property of the companies; their ability to directly participate in the management of the companies is limited by law. "A legal entity acquires civil rights and assumes civil obligations through its bodies, acting in accordance with the law, other legal acts and constituent documents" (but not in any way the instructions of the owners of shares), "says Article 53 of the Civil Code of the Russian Federation. The Law on Joint Stock Companies adds that the interests of a legal entity are represented by its sole executive body, which acts on behalf of the joint stock company without a power of attorney, concludes transactions, hires and dismisses employees, issues binding orders, etc.

The scheme, familiar to many Russian companies, when the head of the parent company calls the director of the subsidiary and gives him “binding instructions” is not legitimate. The head of such a company also cannot issue an order containing instructions in relation to a subsidiary or its head. Such an order will have no legal effect. Direct participation of shareholders in the management of the company is limited to decision-making at general meetings of shareholders and meetings of the board of directors.

Russian practice knows a huge number of cases when a subsidiary company unauthorizedly sold its assets, entered into transactions in the interests of its management, entered into direct confrontation with the owner's firm. In such situations, the lack of an established and formalized system of participation of the parent company in the management of the subsidiaries' activities, the use of directives and phone calls or friendly relations between two managers as the main method of management leads to the fact that the “owner” finds out too late about the arbitrariness of the “daughter” and can no longer correct the situation.

How so, the head of the company will say. Why am I going to create a subsidiary or acquire a controlling stake in the company I need if I can’t at all influence the day-to-day management of its activities, the decisions made by the head of the company? You can of course do this. To do it completely legally and legitimately, concentrating in your hands the issues of management in such volumes as you need, using the methods and procedures of corporate governance. They will be discussed below.

The problem of management and control over the activities of subsidiaries and dependent companies is especially urgent for large holdings that have branched structures, many subsidiaries, and sometimes carry out more than one type of activity.

Management through the transfer of functions of the sole executive body of the management company

The simplest way to manage the activities of a subsidiary is to transfer the functions of its sole executive body to a managing organization, which is the parent company itself or a company specially created for this purpose. Practice knows two extreme options for building a control system according to such a scheme and a lot of intermediate ones.

The extreme options are:

(a) the simultaneous centralization of most of the "non-production" management functions at the level of the management company: centralization of strategic and operational planning, accounting, cash flow management, personnel management, etc .;

(b) preservation of the management apparatus at the enterprise with the provision of him (as a rule, in the person of the executive director) with sufficiently broad powers using the management company scheme only to control financial flows (affixing a signature on payment documents).

The management of subsidiaries through a management company has its advantages and disadvantages. The advantages are the real centralization of command and control, the ability to maneuver resources, the possibility of operational coordination. The disadvantages include a decrease in the efficiency of management, as well as the limited number of objects that one managing organization can actually and effectively manage. Here also some legal problems arise, problems of the formation of a system of motivation for managers, problems of a psychological nature in relations with the personnel of the company.

Treaty or charter

Article 6, clause 2 of the Federal Law "On Joint Stock Companies" reads: "A company is recognized as a subsidiary if another (parent) business company (partnership) due to the prevailing participation in its authorized capital, either in accordance with an agreement concluded between them, or otherwise has the ability to determine the decisions made by such a society. "

As far as the contract is concerned, it is not entirely clear whether the contract with the managing organization falls under this provision. Formally, it seems to be yes, but in practice it has never occurred to anyone to consider a joint-stock company a subsidiary of its managing organization. Obviously, one can imagine the circumstances in which two joint-stock companies (dependent or not) can conclude an agreement between themselves, defining the right of one to give binding instructions to the other. Of course, not on all issues: the competence of the board of directors (and much of the competence of the general director) cannot be transferred to a third-party structure (an agreement cannot replace or contradict the norms of the law). What are these situations? For example, a franchising agreement or an agreement between a satellite company and the sole consumer of its products. However, in practice, the author of the article has never encountered such a construction.

As for the regulation of relations by the charter, everything is more clear here. The charter of a subsidiary company determines the types of transactions or a list of decisions that are carried out (made) only in agreement with the parent company. By creating the necessary conditions for effective management of subsidiaries, such a scheme also carries some additional risks for the parent company. In particular: “The parent company (partnership), which has the right to give the subsidiary the instructions obligatory for the latter, shall be liable jointly and severally with the subsidiary for the transactions concluded by the latter in pursuance of such instructions. The parent company (partnership) is deemed to have the right to give the subsidiary the instructions that are binding on the latter only if this right is provided for in the agreement with the subsidiary or the charter of the subsidiary. ….

The shareholders of a subsidiary have the right to demand compensation from the main company (partnership) for losses caused through its fault to the subsidiary. Losses are deemed to have been caused through the fault of the parent company (partnership) only if the parent company (partnership) has used its right and (or) opportunity to perform an action by the subsidiary, knowing that as a result, the subsidiary will incur losses. "

The aforementioned legislative norms discourage holdings from using contractual or statutory forms of building a management vertical. And, in my opinion, in vain. In the normal case, the owner is unlikely to give instructions knowingly aimed at causing damage to his subsidiary. And if a mistake was made, then you have to pay for the mistakes.

The most common scheme for managing subsidiaries is the direct participation of top management or even owners of the parent company in the work of the subsidiary's boards of directors. This scheme is applicable only in holdings with a small number of subsidiaries. If there are many "daughters", then the effectiveness of the scheme is sharply reduced for the following reasons. If senior managers are involved in an excessively large number of boards of directors, overload arises, leading to their absence from meetings or insufficient decision-making. If different managers represent the parent company on the boards of directors of various subsidiaries, then the problem arises of coordinating their positions and decisions.

When using this scheme, it should be remembered that the competence of the board of directors "by law", from the point of view of resolving issues of operational management, is rather limited. At the same time, the law allows expanding the competence of the board of directors of the company at the expense of the competence of its executive bodies, but only through its reflection in the charter of the company. Decisions of the board of directors that go beyond the competence of this body will not have legal force.

So, if the management bodies of the company decide that the general director has the right to sign any agreements on the alienation of real estate only by agreement with the board of directors, but this norm will not be reflected in the charter of the company, then the agreements entered into by the general director of the company without observing this requirement, it will be impossible to challenge in court. It will also be impossible (in the absence of other circumstances) to present material claims to the violating director.

Thus, in order to use the management system through participation in the formation and operation of the boards of directors of subsidiaries, it is necessary to correctly determine the competence of the board of directors. We will talk about this below.

Management through representatives

A more effective type of management through the board of directors is the management system used by many large holdings through representatives. The essence of this scheme is as follows:

• the parent company determines which decisions it would like to control. According to the statutory procedure, these issues are within the competence of the board of directors;
• the parent company holds the maximum number of its representatives on the board of directors at the general meeting of shareholders of the subsidiary;
• the parent company approves the rules of procedure for its representatives on the boards of directors of subsidiaries. This regulation provides for:

1. a list of issues related to the competence of the subsidiary's board of directors, decisions on which are made by the representatives of the parent company only on the basis of its instructions;
2. the procedure for the development of a position by the staff of the parent company with respect to the issue submitted for consideration by the board of directors of the subsidiary;
3. the procedure for interaction with each other and with the parent company of several representatives elected to the board of directors of the subsidiary;

The regulations are mandatory for the company's employees who are elected to the board of directors. The regulations are part of an agreement with other persons proposed and elected to the board of directors of the subsidiary on the initiative of the parent company.

• the parent company ensures through its representatives the adoption of the regulations for holding the subsidiary's board of directors, which provides for the advance provision of materials on the agenda to the members of the board of directors;
• when the representative (senior representative) receives materials on the agenda items, he submits them to the authorized division of the parent company. This subdivision organizes the development and approval by the management services of the parent company of a decision regarding the issue raised and brings it to the representatives. Representatives vote as directed;
• if necessary to induce the subsidiary to make the necessary decision, the parent company initiates, through its representatives, the consideration of the relevant issue at a meeting of the subsidiary's board of directors.

This subsidiary management scheme is the most technologically advanced and is used in practice by many holding companies, including RAO ES, Svyazinvest, AFK Sistema and other companies.

It should be noted here that such a management scheme is objectively limited by the impossibility of excessive expansion of the competence of the board of directors.

Management through the board

This mechanism can be used for the operational coordination of the activities of companies, as well as the creation of a system of legitimate material and non-material incentives for managers of subsidiaries. Its essence lies in the inclusion of the directors of subsidiaries on the board of the parent company.

The competence of the board can be designed with a considerable degree of freedom. It is enough to add to the list of issues to be resolved “other issues submitted for consideration by the board by decision of the general director of the company”. As members of the board, directors of subsidiaries participate in the development of management decisions. Decisions regarding the management bodies of subsidiaries can only be advisory in nature. However, the board member, in accordance with the terms of the contract concluded with him, will have to ensure the implementation of the decision made. The contract concluded by the company with members of the management board may provide for a system of material remuneration for members of the management board, which is made dependent on the implementation of decisions taken by the management board.

Outsourced management

This control scheme is quite common. Its essence is in the transfer of the execution of certain management functions of a subsidiary company (financial management, accounting, personnel management, etc.) to a parent company or a specially created specialized firm on the terms of an agreement. This scheme differs from the option of the management company in that the functions of the sole executive body in this case remain with the general director of the subsidiary.

A variation of this scheme is outsourcing of specialists - placing the employees of the parent company at the disposal of the “daughter” to fill managerial positions. Such a middle-level manager is, as it were, in a double subordination: to the head of the "daughter" by virtue of the job description and job responsibilities; to the head of the parent company by virtue of the concluded employment contract. The problem that hinders the widespread use of such a scheme is that the “delegated” specialist has an internal conflict of interest.

Management through centralized planning and control

This mechanism is used to one degree or another by almost all holding companies. Its essence lies in the active participation of the employees of the parent company in the preparation of the financial and business plan (budget) of the subsidiary company, approval of this planning document by the board of directors of the subsidiary, and subsequent control over compliance with the established targets.

The implementation of this mechanism requires approval by all subsidiaries of a unified regulation for the preparation of a plan (budget) that provides for appropriate conciliation procedures, as well as the responsibility of the sole executive body and the company's management as a whole for the late submission of this document for approval by the board of directors, failure to meet the approved indicators.

Responsibility, of course, should contain a material component, which is enshrined in the Regulation on the motivation of top managers approved by all subsidiaries.

Management through the creation of a single legal space in the regulation of the decision-making procedure

The essence of the approach lies in the centralized development and approval by the authorized bodies of subsidiaries of a system of internal regulatory documents that determine the procedure for the activities of management bodies and the procedure for making basic management decisions. Thus, within the holding, uniform “rules of the game” are being formed.

In addition to regulations on the activities of management bodies (including committees of the board of directors), such documents include:

• the concept of long-term development of the company (updated annually);
• regulations for drawing up an annual financial and economic plan (budget);
• regulations on the procedure for preparing and making decisions on the implementation of major transactions, interested-party transactions, real estate transactions;
• regulations for making decisions regarding the issue of promissory notes, the implementation of other types of loans in the financial market, as well as the provision of loans, guarantees;
• regulations for making decisions in relation to transactions not provided for by the financial and business plan (budget) of the company;
• general principles for the preparation and conclusion of business contracts;
• intercompany cost standards;
• regulations on the procedure for holding tenders and tenders in the selection of suppliers of products and services;
• regulations for conducting internal audits;
• regulation on the management incentive system;
• regulations on staff motivation;
• regulation on commercial secrets;
• information policy regulation;
• regulation on dividend policy;
• standard contract with the general director;
• model agreement with a member of the board;
• regulations on the procedure for the selection and recruitment of employees;
• regulations on the procedure for attestation of employees;
• regulations for monitoring the execution of decisions taken;

and others.

It is also not superfluous to regulate business processes with the allocation of control points. Not to mention the need for provisions on structural divisions, job descriptions of personnel.

The entire set of the above-mentioned documents constitutes the system of the holding's internal standards. The presence of such provisions and regulations makes it possible not only to determine the procedure for preparing and making appropriate decisions based on the goals of the company's development, but also to integrate the necessary control procedures into this procedure, including those carried out by the divisions of the parent company.

The control

Control is an important element of the corporate governance mechanisms used to build the management vertical in the holding. As a rule, such control is multilevel and includes:

1) monitoring the state of affairs in the company. As part of this process, the parent company concentrates duly certified copies of the constituent and important documents of title of subsidiaries (rights to land, real estate, licenses, patents, trademarks, intellectual property, etc.). At the same time, the proper execution (timely renewal, extension of the validity period) of the relevant documents is monitored. Such control ensures the maintenance of asset liquidity and reduces the associated risks.

Monitoring includes collection and analysis of copies of minutes of decisions of general meetings of shareholders, boards of directors, management; receipt and careful study of financial statements, quarterly reports of the issuer, messages on material facts, other important documents characterizing the state of affairs in the company. The legal basis for collecting such information is Articles 89 and 91 of the Federal Law "On Joint Stock Companies". In addition, the regulation on the information policy of a subsidiary may provide for the provision of such documents to a major shareholder on a regular basis;

2) control within the framework of the work of the board of directors / management board. This type of control is ensured by periodically hearing reports from the heads of subsidiaries on the progress of implementing the approved strategy, the results of fulfilling the established planned targets at meetings of the relevant management bodies of the parent company;

3) the work of internal control bodies. The presence of an internal control unit in itself provides control over the practical implementation of the adopted plans, internal regulations and procedures. The same unit should conduct internal investigations into the facts of revealed abuses.

One of the schemes for organizing control is the provision of internal control / internal audit services by the parent company or a specially created unit on a contractual basis;

4) external audit. The parent company, as a rule, has the opportunity not only to propose to its subsidiary a candidate for the auditor, but also to ensure that this candidate is approved by the decision of the general meeting of shareholders. This circumstance allows the parent company not to limit itself to studying the official reports of external auditors, but also to maintain close contacts with the audit firm in order to identify all kinds of misunderstandings and misunderstandings in the relationship of the subsidiary with its auditor, non-compliance with the auditor's recommendations;

5) the audit commission. The formation of audit commissions of subsidiaries from representatives of the control services of the parent company is also an effective way of organizing control.

So, there is a wide range of tools for forms and methods of corporate governance, allowing to build a highly effective management vertical in the holding.

The use of such a management method as "telephone law" is largely based on the traditions of the socialist economy. There is also a motivational rationale here: the parent company, in accordance with the established procedure, can change the CEO that it does not like.

Unless, of course, the shareholder is at the same time the CEO of his company. But now we are talking about holdings.

We talked about the possibility of using the management scheme through representatives, its consistency with the norms of current legislation and the principles of best practice of corporate governance, about the requirements for the regulation on representatives and special mechanisms that ensure the protection of the interests of a subsidiary company, we talked about in the article "On the representative of a shareholder on the board of directors of a joint-stock company" , published in the fifth, September issue of the magazine for 2004.

In order to avoid mistakes, the representative of the parent company must have clear (better - written) instructions on the procedure for voting when electing the board of directors, based on forecasts of the expected quorum and the results of voting by other meeting participants.

It is obvious that the representatives of the parent company on the board of directors of the subsidiary of the uncoordinated plan (budget) will vote “against”. By revising

Yukos pretends to be the Russian oil leader, although the real state of affairs in the company looks somewhat different

A month and a half ago, the oligarchs, or, as they are now called, representatives of big business, met in the Kremlin with Vladimir Putin. As you remember, Mikhail Khodorkovsky noted at the meeting. He directly asked the president why the state-owned Rosneft needed to buy the Severnaya Neft company at an exorbitant price and why the state representatives did not react to this in any way. The head of YUKOS also complained about the scale of corruption in the tax authorities. The answer was not long in coming. The President made it clear that someone, but not Khodorkovsky, has the right to act as a judge: YUKOS has the largest oil reserves - "how did he get them?" The head of state also touched upon the tax topic, noting that at one time YUKOS used various methods of tax evasion. As a result, Mikhail Khodorkovsky had to swallow what was said with his head down. Meanwhile, the rebuke given by the president to the head of YUKOS has been brewing for a long time. The fact is that for the last year or a year and a half, Mikhail Khodorkovsky has been actively positioning his company as, if not a benchmark commercial structure in all respects, then, in any case, the best one that exists in Russia now. The statement of the question in such a plane would hardly have worried anyone, if not for one "but": YUKOS claims an exclusive position in the oil community and requires a special attitude towards itself from the state. Especially now - after the loud announcement of the purchase of Sibneft. Hence - the teachings, public display of adherence to principles, loud denunciation of social ulcers and shortcomings. True, not everyone is ready to agree with the role that YUKOS has assigned to itself, since both the recent past and the current life of the company can in no way be an example to follow.

Someone else's pocket does not pull

Indeed, Yukos's hydrocarbon reserves are impressive. This is what every company in the world dreams of. According to the results of the international audit conducted by the consulting company Miller & Lents, as of January 1, 1999, the proven reserves of YUKOS amount to over 11.3 billion barrels or more than 1.54 billion tons of oil. Of these, 3.4 billion barrels - more than 460 million tons - are in the developed reserves, and 4.7 billion barrels, or about 640 million tons, are probable. The proven reserves of Yukos' main production company, Yuganskneftegaz, amount to almost 7.7 billion barrels (over 1.05 billion tons), Tomskneft - 2.209 billion barrels, or about 300 million tons.

However, the method of acquiring, or rather, withdrawing these reserves, as the Russian president reminded Mikhail Khodorkovsky, is also impressive. In April 1993, in accordance with a government decree, the open joint-stock company YUKOS was formed, in which the state received 45% of the authorized capital. In March 1995, the president of ONEKSIMbank, Vladimir Potanin, on behalf of a banking consortium that included Imperial, Stolichny Savings Bank, Menatep, Alfa-Bank, Russian Credit and others, offered the government a deal: banks are ready to lend to the government in exchange for the right to manage state-owned shares. The bankers chose the moment very well. The country groaned from non-payments. It seemed that everywhere no one was paying anyone. For example, at that time, only oil companies owed the state 7.536 trillion. rub. To imagine the real weight of this amount, it is worth saying that it would be more than enough to eliminate arrears in the payment of pensions, salaries to the military, employees of the Ministry of Internal Affairs, FSB, miners, etc. etc. The transfer of state shares as collateral did not imply their return to the state, since the budget did not have funds for this. As a result, the state turned out to be, as they say, in its own interests, since the amount it received from the sale of YUKOS was a real minuscule. To be convinced of this, it is enough to look at how much the company produced and sold oil.

In 1996, YUKOS produced 36.17 million tons of hydrocarbons, of which a third - about 12 million tons - was exported to non-CIS countries. In 1996, the price of Russian oil on the world market averaged $ 20.81 per barrel or $ 153.2 per ton. It is easy to calculate how much was received: $ 1.84 billion. This, we repeat, in one year and only from the export of crude oil to non-CIS countries. Against this background, Mikhail Khodorkovsky spent a little more than $ 310 million for 78% of Yukos shares look like a mocking figure.

Main production and processing facilities of YUKOSSIBNEFT

LASKY MONOPOLIST

The murmur of drivers at the Krasnoyarsk gas stations today is generously flavored with selected obscenities

“Since the beginning of the year, gasoline prices in Krasnoyarsk have doubled, and only in the last month by 60 percent ... The monopolist of the Krasnoyarsk oil product market is YUKOS, which owns the Achinsk oil refinery. ... Seeing this, some business entities began to negotiate directly on the supply of fuels and lubricants not with YUKOS, but with the Ufa enterprise Bashkirnefteprodukt. Bashkir oils cost Krasnoyarsk residents about twice, and gasoline and diesel fuel are about 20% cheaper than Yukos oils, despite the fact that it is much more expensive to deliver fuel from Bashkiria than from Achinsk. - It is very difficult to talk about the pricing policy of Yukos Oil Company, which clearly occupies a monopoly position in the region, - said Tatyana Krylova, chairman of the price committee of the Krasnoyarsk region administration. - YUKOS, according to expert estimates, is pursuing a discriminatory policy towards our region. His enterprises are present both in the Irkutsk region and in Khakassia, but the selling prices there are lower than ours. I consider the explanations given by the representatives of YUKOS now (seasonal surge in prices, inflation, etc.) to be unfounded ”.
Sergey Afanasyev (www.flb.ru, 18.06.2002)

Great company. From others

Judging by the huge poster displayed at the Moscow office of Yukos, it is this oil company that is the industry leader. In principle, this is also evidenced by the statistics related to oil production. But the numbers, no matter how sonorous they may be, do not always reflect the real state of affairs.

In 1997, YUKOS produced 35.25 million tons, in 1998 - 44.6 million, in 1999 - 44.5 million, in 2000 - 49.55 million tons, in 2001 - 58, 07 million tons, in 2002 - 69.5 million tons. As you can see, from year to year the company is increasing oil production, and in fairly large volumes. To a certain extent, this is, of course, due to increased work efficiency. For example, immediately after the default - - in 1998 - - YUKOS created independent companies to manage production and processing assets, which led to a reduction in costs. However, the main reason for the growth in oil production, which Yukos representatives hardly talk about, is something else.

Unlike fields owned by other oil companies, Yukos is either at an early stage of development or not yet being developed. In this regard, the average productivity of a well at YUKOS is 20 tons per day, and the average flow rate of new wells is 140 tons per day, while the national average these indicators are much lower - 8 and 27 tons, respectively. The difference is obvious. YUKOS also has one more significant advantage. More than a third of all oil reserves are concentrated in three fields - Mamontovskoye, Prirazlomnoye and Priobskoye. The latter was discovered in 1982, and its recoverable reserves are estimated at 680 million tons of oil. Such a strong concentration of reserves allows large savings in the creation of the necessary infrastructure, which is reflected in the cost price. For example, now YUKOS costs for oil production are $ 2.5 per barrel, while other companies have this figure much higher.

Former Minister of Fuel and Energy of the Russian Federation (August 1999 - May 2000) Viktor Kalyuzhny, former Minister of Finance of the Russian Federation (September 1998 - September 1999) Mikhail Zadornov and former Chairman of the FCSM (March 1996 - September 1999) .) Dmitry Vasiliev is united by one circumstance: they were forced to resign "on the initiative" of the guys from YUKOS. Kalyuzhny at one time did not give Khodorkovsky the VNK, Vasiliev actively defended the minor shareholders of Yukos, and Zadornov tried to impose an additional tax on the oil barons ... The question is, who actually runs the government? Is it really the prime minister?

"We will be left alone with the monster"

Vladimir Achertischev, State Duma deputy:
“Today 69 countries of the world produce oil and gas. Of these, only two gave the booty to private hands. This is the USA (a hundred years ago). And Russia ... We remember the privatization according to Yeltsin, when the fields went into private hands for a penny, but for some reason we do not remember the glaring fact that the first Russian president gave the oligarchs and natural rent. It is no coincidence that Mr. Khodorkovsky calls his personal capital $ 7.8 billion, the vice president of an oil company receives $ 150,000 ... a month. Where does this enrichment come from? At the expense of super-profit, which is the property of the state. In 67 countries of the world, where state oil companies are engaged in production, excess profits are used to fill the budget. "
("Tyumenskie Izvestia", 21.11.2002)

It's all natural, it's all mine

In a word, YUKOS was not just lucky with reserves and specific fields, but fabulously lucky. But, drawing on ultra-high natural rent, the owners of the company consider this to be quite normal. Furthermore. They meet with hostility any gesture of the state, aimed at guiding in the field of reserves of at least a minimal order. This concerns, in particular, the proposal of the Ministry of Economic Development and Trade that the hydrocarbon resources transferred to companies before 1993, when licenses for deposits were issued free of charge and without tenders, should be taxed. In principle, the owners of YUKOS are guided by the same motives in their struggle against the application of Production Sharing Agreements (PSA) in Russia. True, slogans such as "undermining national energy security", "reducing budget revenues", etc. are widely used here. But this kind of argumentation can only affect ignorant people. According to Mikhail Khodorkovsky, the work of oil companies on the basis of the national tax regime brings more revenue to the state treasury than under the PSA. But for some reason he does not develop this idea. The point is that using the PSA, YUKOS would have to pay the state much more than it is now. It is the PSA regime that assumes that the state, in the course of negotiations with the investor, can get the most favorable conditions for itself, say, an additional part of the natural resource rent. Now YUKOS, despite its privileged position, is on par with other oil producers in terms of taxes. For example, he pays the state production tax at the same rate of 16.5% of the cost of oil as the rest, although he develops fields with increased productivity.

However, the main danger in the PSA for the Yukos owners lies elsewhere. With the widespread use of this mechanism, which acts as a real competitor to the traditional system, they should prepare for a decrease in the company's capitalization, which today is about $ 21 billion. Moreover, we are talking about reducing not abstract, but completely specific income. Let us remind you that Mikhail Khodorkovsky owns 9.5% of YUKOS shares, therefore, his personal stake in the company is close to $ 2 billion. Large blocks of shares and, accordingly, huge personal fortunes also have: Leonid Nevzlin, who until recently was a member of the Federation Council - 8%, the head of the Menatep group Platon Lebedev - 7%, State Duma deputy Vladimir Dubov - 7%, Yukos Vice President Mikhail Brudno - 7%, President of the YUKOS-Moscow company Vasily Shakhnovsky - 7%. It is clear that fluctuations in capitalization in one direction or another directly affect the state of personal pockets.

Over the past year, YUKOS provided 49 percent of its production from only three license areas, and has ... 220 licenses

P. Buchnev, Deputy Director of the Department of the Oil and Gas Complex of the Sakhalin Region:

“The PSA regime is so inconvenient for some of our officials, and even the oil kings, that with it you will not steal or hide anything. One of the newspapers published an article about who organized the "roll-over" to the PSA. She believes that this is the owner of YUKOS M. Khodorkovsky. I dare to suggest that "comrade YUKOS" is afraid of state control, because in a PSA, all details, items of estimates are agreed repeatedly, one might say, to the last cent, at several levels. But what kind of Russian oligarch can stand it! I'm not even talking about the accounting of raw materials extracted by Molikpak, which is kept by customs with an accuracy of a liter.

Mr. Khodorkovsky assures everyone that we have enough investments in our country, and that the proven oil reserves will be enough for 150-200 years, so, they say, we will do without a PSA. But here's an interesting fact. Last year YUKOS provided 49% of the total. of its production from only three license areas, and has ... 220 licenses. It is easy for him to talk about the innumerable reserves. And, apparently, he wants to maximize his position in the oil market. Dictate prices, get super profits. And something is not very eager to invest in Sakhalin ”.

("Soviet Sakhalin", 07.03.2003)

Why Yukos has become so xrenovo

It should be noted that YUKOS is far ahead of other oil companies in terms of capitalization. For example, the market value of Lukoil, which produces even more oil, is only about 12 billion dollars, Surgutneftegaz - 10.5 billion, Sibneft - about 10 billion, Tyumen Oil Company (TNK) - about 5 billion dollars. As you can see, YUKOS is the absolute leader in this indicator on the domestic oil scene. According to company representatives, as well as experts, such a high bar was achieved not only due to high production results and cost reduction. Two years ago, YUKOS management took global corporate governance standards as a benchmark: back in 1998, the company got rid of non-core assets, in 2000 introduced independent members to the board of directors, in 2001 it began to publish financial statements in accordance with GAAP international standards, adopted a corporate governance code, started issuing ADRs, and in 2002 disclosed information on the ownership structure. True, they are not going, as is customary in the civilized world, to remove the owners from the management. Nevertheless, it seemed that in almost all areas the company was keeping what is called a brand. However, more recently it turned out that this is not entirely true. In mid-February, Russian companies Alfa Group, Access / Renova and British BP (BP) announced the creation of a new structure on a parity basis, which will include the Tyumen Oil Company (TNK), SIDANCO and British-owned oil assets in Russia. As a result, a company will appear in Russia that will become one of the three largest companies after LUKoil and Yukos: its reserves will amount to 9.488 billion barrels of oil, and its daily production volume will be 1.2 million barrels. Russian companies will contribute to the new structure 97% of TNK shares, 56% of SIDANCO shares, 29.11% of Rusia Petroleum, which holds a license to develop the Kovykta gas field, as well as stakes in the Sakhalin-4 and Sakhalin-5 projects ". In turn, BP transfers there 25% plus one share of SIDANCO, 32.95% of shares in Rusia Petroleum, its stakes in Sakhalin-5 and in the filling business in Moscow. For owning 50% of the shares of the new company, BP must pay an additional $ 3 billion in cash and $ 1.25 billion annually for three years in the form of its own shares. For the owners of YUKOS, it was an extremely unpleasant surprise that one of the world oil leaders drew attention to the Russian company, which is not among the favorites.In other words, Western investors were guided not by formal indicators, as demonstrated by YUKOS, but by completely different values. Accordingly, YUKOS dug out from the storerooms an old adventurous idea with YUKSI, wiped it off with a rag and announced at the end of April about the takeover of Sibneft for $ 3 billion.

Dark nooks and crannies of the shiny pyramid

Under the glittering shell of Yukos, if you look closely, there are many places that in no way correspond to this festive halo. For example, it is worth saying that today the company's leaders are doing everything possible and impossible to show how loyal they are to minority shareholders. But this is not entirely successful, since the events of the late 90s are still fresh in the memory of the oil community, as well as of shareholders. After the acquisition of the Eastern Oil Company, Yukos management literally cracked down on the owners of small blocks of shares. The Federal Securities Commission (FCSM) even joined the ranks with them, and its head Dmitry Vasiliev, not without the help of YUKOS, was forced to resign in the fall of 1999. By the way, the long-term war with minority shareholders, whose interests were represented by the notorious Kenneth Dart, cost the company 15-20 million dollars. However, not only minority shareholders have felt the heavy hand of the Yukos owners. In 1993, following an international competition, the American company Amoco, which became part of BP in 1998, received the right to act as an exclusive foreign investor in the development of the Priobskoye field. In the fall of 1999, first the State Duma and then the Federation Council adopted a law on the development of this field on the basis of a PSA. But the partnership did not take place. YUKOS, in fact, squeezed BP out of the project, and the latter was forced to leave unhappily, without even receiving compensation for the funds invested in its implementation. By the way, from the point of view of foreign investors, the YUKOS development strategy looks somewhat strange. World-class oil companies derive their main profits from the sale of refined products - petroleum products, liquefied gas and petrochemicals, while only 30-45% of revenues are generated from the sale of crude oil. However, the strategic policy of YUKOS is based on the fact that in downstream, that is, in oil refining and the sale of oil products, only those assets are of interest that, according to Mikhail Khodorkovsky, "increase our oil sales opportunities." Although it is known that, given an unfavorable price environment in the world market, the strongest positions are held by precisely those companies that are widely represented in the processing sector.

Who is afraid of Valery Gartung

“Deputy from the Chelyabinsk Region, member of the Committee on Budget and Taxes Valery Gartung (the“ Regions of Russia ”group) submitted to the State Duma a bill“ 0 rights of Russian citizens to income from the use of natural resources of the Russian Federation ”. This document spells out a mechanism for redistributing the so-called natural rent - income from the extraction and use of oil, gas, ore, timber and other national wealth in favor of each of the 140 million Russians. According to the deputy's calculations, this will allow each resident of the country to annually receive up to $ 300 to his personal account ... Cor .: Valery Karlovich, your opponents say that the redistribution of natural rent according to Gartung will lead to the oil industry losing its investment component. For example, the head of Yukos, Mikhail Khodorkovsky, has already recently complained about the lack of working capital. And then you still have to share with 140 million other Russians ...

Hartung: There are not enough funds to renew funds and equipment only because the owners of oil companies are busy with their own enrichment. A crazy profit of 200-300 percent is either exported abroad, or gathering dust at home. I agree that part of the rent should be directed to the development of production as an investment. How much should go to the budget, how much to the personal accounts of the population - these are issues to be discussed. There is one more important nuance. If you give all the rent to the population, then only at the expense of the 13% income tax can you form the federal budget! This means that there will be no need to levy taxes on the processing industry. This is the way to develop the tax reform, about which there is so much controversy today. "

Interviewed by Dmitry Sevryukov (Tribune, 10.04.2003)

There are many questions for YUKOS from environmentalists. Judging by the official statements, there is simply no “greener” and more nature-friendly company. In fact, as evidenced by the project for the construction of the Angarsk-Daqing oil pipeline, the opposite is happening. YUKOS, for example, is not even embarrassed by the fact that there is a very high probability of Baikal pollution.

It must be said that YUKOS talks about its hearing of the law on any occasion and at all angles. True, obsessive self-promotion is always alarming. Moreover, even five years ago the companies controlled by Mikhail Khodorkovsky were very successfully implementing completely different principles. Until 1997, in the small town of Mosalsk, Kaluga Region, at 42 Lenin Street, more than 30 legal entities were registered, one way or another connected with Rosprom. In the place where, in theory, the office of one of the largest industrial holdings in Russia should be located, there was a vacant lot with one boarded-up and two crumbling houses without windows and doors. And earlier there was a vegetable drying plant. But not the point. In 1997, Rosprom transferred about 1 billion non-denominated rubles in VAT to the Mosalsk District Tax Inspectorate. That is, from the company, which owned huge assets, a little more than $ 160 thousand was received at the then exchange rate for the whole year. Incidentally, in February 1997, Rosprom took over the management functions of YUKOS, and it was then that Mikhail Khodorkovsky became chairman of the joint board of Rosprom-YUKOS.

Watch your hands

At the same time, the oddities and mysterious moments in the history of the acquisition of attractive assets by the structures of Mikhail Khodorkovsky are not limited solely to oil. Therefore, at a meeting with oligarchs, Vladimir Putin could well have cited other examples. Fortunately, the head of state is constantly reminded of this.At the end of 2002, the governors of the Smolensk, Tambov, Tula and Novgorod regions sent a letter to Prime Minister Mikhail Kasyanov and the Prosecutor General's Office, in which they asked to return to federal ownership a 20% stake in Apatita ", Which is illegally owned by the Rosprom-Me-Natep group. Furthermore. The Murmansk-based Apatit OJSC, controlled by this group, is a monopoly in the production of apatite concentrate and is literally twisting the hands of enterprises working on this raw material. In particular, the Novgorod plant Akron, which supplies more than 30 Russian regions with chemical fertilizers, had to buy apatite last year at $ 43 per ton, while its prime cost was only $ 15. JSC "Apatit" artificially inflated the price, selling raw materials through intermediary firms. As the Governor of the Smolensk Region Viktor Maslov said at the time, this constituted "economic terrorism." According to him, Apatit OJSC withdraws from taxes through offshore zones up to 250-300 million dollars of its profit annually. In December last year in Smolensk, a protest action was held by workers of OJSC Dorogobuzh, who called on the President of the Russian Federation, the Prosecutor General and the Minister of Agriculture to take effective measures to curb the arbitrariness of OJSC Apatit, introduce state regulation of prices for apatite concentrate, and from the Rosprom group -Menatep "they demanded to abandon dishonest and illegal methods of doing business and return to the state the 20% stake in Apatit that it had appropriated. But to date, no significant changes have occurred either in the policy of the Rosprom-Menatep group, or in the actions of the Apatit it controls. One cannot but recall the story connected with Yukos' attempt to take control of the Talakan oil and gas condensate field in Yakutia. The central block of this field with recoverable reserves of 124 million tons of oil and 47 billion cubic meters. meters of gas was put up for a tender in 2001, and YUKOS met him fully armed. Mikhail Khodorkovsky's company has found a simple and very elegant solution by hiring a small Yakut company Sakhaneftegaz as a partner. This alliance, which offered a giant bonus of $ 0.51 billion. dollars - and won the competition. True, it soon became clear that YUKOS was not going to pay this amount. The calculation was made on the fact that the government of Yakutia would "forgive" the republican part of the bonus in the amount of $ 300 million. It is curious that this should have happened at a time when Yakutia suffered from severe floods and was forced to ask the federal center for financial assistance. Nevertheless, this did not bother Yukos. True, at the last moment, local deputies changed their minds and refused to approve the corresponding bill. In a word, the pyramid that is located on the corporate banner of YUKOS and which, apparently, should symbolize the power of actions, spiritual strength and harmony of thinking, looks pretty skewed. Apparently, this is why Mikhail Khodorkovsky and his associates are so actively correcting it, although, as you know, the supporting structure must be handled very carefully.

MOSALSK - TAX CAPITAL OF YUKOS

“The city of Mosalsk is the capital of the YUKOS empire. Located in the Kaluga region. Population - 5 thousand people. In all the years of Soviet and post-Soviet power, gas was not supplied to Mosalsk, they are heated with wood. An ordinary Russian province: vegetable gardens behind fences, pigs and sheep in the streets and the beauty of nature in the form of a forest two blocks away. Here, at the address of Lenin, 42, most of the industry of the MENATEP group is registered, including the oil monster Rosprom and the YUKSI holding, which interrupted its existence until the New Year. In total, there are more than twenty super-profitable enterprises on the list. They all pay taxes to the Mosal treasury. I found a wasteland at 42 Lenin, with one boarded-up and two crumbling houses without windows and doors, as well as a pipe adjoining them - a former vegetable drying plant in the style of Korolenko's Children of the Underground. In the same vacant lot there were coal dust and several stalls forming the Mosal market. As it turned out, the taxes of industrial giants have little effect on the state of the Mosalsky District. This is an ordinary agrarian province, where people do not receive a salary for a year. They live in a vegetable garden and the gifts of the forest.

I left Mosalsk with mixed feelings. I didn’t see what I was driving for - I didn’t see bronze lanterns, nor roads paved with marble ... But the trip was instructive. Mosalsk is a well-established model of our country, reader. Like the city of Foolov Shchedrin or Macondow Marquez. In a word, what country, such is its business, and what kind of business, such is its capital. "

Bulat Stolyarov, from the article "The Wizards of the Emerald City",
Ogonyok, 20.07.1998

The new director will invite his "trusted people" to be his subordinates and advisors. The increase in the staff of top managers in the conditions of a fixed payroll will entail a reduction in ordinary employees by a significant percentage.
The new director will first of all reduce those divisions, the work of which he does not understand. Under the pressure of psychological pressure, the heads of these divisions will undertake the obligation to independently develop plans for the reduction and assume all the risks of their implementation.
The redundancies will be held under the banner of increasing efficiency, but for the "incomprehensible to the director" divisions will not be able to formulate criteria for this efficiency, except for "minimizing costs." The goal of minimizing costs without additional justifiable constraints is the goal of destruction, and is not relevant to true optimization.
By cutting off parts of the company that he does not understand (by outsourcing, etc.), the director will try to turn the company into one whose work he is fully capable of understanding, which he is fully capable of managing.
The new director and his team compensate for the problem of lack of knowledge in the technical field with "help" from Western consulting companies. This will lead to a situation of external control, and without any responsibility for decisions dictated from the outside.
External and internal reporting on the company's work will not show any signs of problems until the very end. the one who brought bad news is not given a prize, but the head is cut off.

But for those who come
Into a world covered in darkness
Our story will be the key
S. Kalugin, Das Boot.

1. Risks of a change in company management
2. The emergence of a universal pseudo-effective manager
3. Such unreliable reporting
4. Parallel governance structures
5. Additional control over financial flows
6. Black box. Where does the need for staff reductions come from?
7. False optimization criterion "Cost minimization"
8. Abbreviations in branches
9. The way to outsource
10. Temporary workers squeeze out the company. Reduced revenue following cost cuts
11. Acquisitions and mergers
12. Beeline
13. Sbertech
14. Western consulting companies. External control

1. Risks of a change in company management

The most significant risk for the employees of the enterprise is that they will have to destroy what they have created with their labor, lower incomes, layoffs due to staff reductions and the subsequent search for livelihoods.

2. The emergence of a universal pseudo-effective manager

Let's look at the truth of this stereotype using a close IT analogy.

Suppose that a system administrator leaves a company with a sufficiently developed IT system - several servers, software, network equipment, telephony. Who should you take to replace him?
And then the owner of the company decides - I'll take my friend-marketer - he himself installed the boxed Windows, so he has experience. And in general, the system has already been established, but you don't need to maintain a lot of mind - the universal technique "reboot" is enough, the old administrator always seemed to do that.
For some time, everything will work by inertia, the new employee will report on the next successfully completed calendar period of work, and receive his bonus. But if there is at least one really difficult accident for which rebooting the equipment will not be enough, will it fix it? Will he be able to develop the system?

Of course, you need to hire only someone who can understand the many interrelationships of system elements, and their internal settings, possible modes of operation. You need someone who can build a model of the system in his head, and therefore, if necessary, recreate it again. For example, if a virus or attackers have destroyed everything.

In our example, someone who positions himself as a humanist (marketer, historian, philosopher, journalist) will not be suitable for managing an IT system. If he was not interested in IT before, then at a new job he is unlikely to delve into, while everything works by inertia.
As soon as something breaks down, he will move to another place of work - do not waste his life on creating a system that is not interesting to him, which he does not fully understand, and does not want to understand.

Apart from this "psychological" argument, I suspect that it is in fact only a manifestation (rationalization) of a deeper reason.
Not everyone can be programmers, not everyone can be theoretical physicists, not everyone can fit a large technical system in their head. Not everyone can fit in their head a system that represents the relationships in the work of departments of a large organization. Not in the sense of who sat down on whom, who is whose relative, where are the financial flows, etc., but the interconnection of departments in the production process. Otherwise, E. Goldratt would not have had to write a series of books "Purpose ...".
But what is there - not always the director can realize what kind of service his company is producing. If Yandex could not understand “what it is worth” the “Kinopoisk” it bought and decided to turn it into another online cinema ...

Why is it important to understand as fully as possible the work of the entire organization? Because otherwise its work cannot be optimized - the already mentioned E. Goldratt in his "Theory of Constraints" proves that independent sequential optimization of individual sections guaranteed will lead to suboptimal performance of the whole enterprise.

However, let it be suboptimal, but at least there was some kind of work. But our case is more difficult.

For example, for a new marketing director, IT will be the black box. We will keep this situation in mind below.

Let's see how trying to manage a partially incomprehensible company, a new director will lead it to destruction.

3. Such unreliable reporting

Reporting on the results achieved, the current state, and even more so forecasts, are worth something only if they were made by a specialist in whom there is trust. More precisely, if there is trust in the entire chain of information processing coming from reliable primary sources.

I will give 4 examples

1. About "Beeline" write:

“… All of the company's statements about business, operations and prospects cannot be considered correct.”
And they don't recognize billion dollar income! And they take a fine of 750 million dollars!

... all experts make forecasts only in accordance with what the authorities want to see. I have been working at AP for six years. During this time, hundreds of analyzes, forecasts and plans have passed through my hands. I have not seen ANY negative forecast during this time. All the experts sing in chorus "Everything is fine, beautiful marquise ...".

On January 7, 2009, Raju told the company's board of directors that he had manipulated accounts for many years. Ultimately, he admitted that he had overestimated the company's assets in the financial statements by $ 1.47 billion in total. For several years, the company's earnings have been "adjusted" almost every quarter.
PricewaterhouseCoopers has been auditing Satyam's records from June 2000 to fraud - that is, for about nine years. Interestingly, Satyam paid nearly double the industry average for PWC's audit services. If one of the top four audit firms hasn't noticed this massive fraud in nine years - and Merrill Lynch discovered it in less than ten days - it's worth asking about the integrity of the audit industry.

4. Parallel governance structures

... and one of the possible solutions has the same limitation period.

Therefore, inviting your friends to leadership positions results in an increase in the management staff of the company, the creation of parallel management structures.

New structures created for soft takeover of company management, trying to understand business processes, will load departments with additional advanced reporting. In essence, this will be stupid reporting - in order for the reporting to be sensible, you need to thoroughly understand the production process. The reaction to stupid work is irritation from additional “work for the trash can”, a decrease in trust in the company's management, a decrease in the quality of work is possible (since the management still does not understand what the work is about).

Plans for the covert replacement of the management team may escalate to the restructuring of the entire organizational structure, ostensibly for the sake of increasing efficiency. They didn't really have time to drive in, but they already discovered inefficiency.
In this case, there are risks of getting even more chaos - even to the point of not understanding who is subordinate to whom, what the new divisions and new positions are called, and what the person is responsible for “in this position”.

5. Additional control over financial flows

The result is a slowdown in the production process, real financial losses from delays in deliveries ... But no one will take this into account.

6. Black box. Where does the need for staff reductions come from?

The increase in the staff of top managers burdens the payroll, and the new director hardly promised the owners an increase in personnel costs, rather the opposite.

Therefore, whatever one may say, in order to maintain the same amount of funding under the item "personnel costs", it will inevitably have to make a decision on a small reduction in "worker bees".
How will we reduce - the same percentage for all divisions, or will we figure it out and only reduce the “wrong bees” that bring little honey? You understand that it is simply indecent to ask an effective manager such a question. So the question is how to tell the drones from the right bees.

We give a task: each manager must draw up a report on the work of his departments, in which will prove by computing the amount of resources it needs. It will decompose the work into elementary actions, multiply it by the coefficients of labor intensity, etc. At the same time, we will find out who does what, what processes the company lives with.
So, let's see ... In the familiar and understandable areas, everything is normal, well done. Well, in some places they attributed it, but in moderation. Here is the reserve for the planned development of the direction, and this is the buffer for the training of young personnel ... Everything is justified, manageable. OK, accepted.

There is nothing to catch, but they are obviously lying - they are doing their own amount of work now with a smaller number.
Impudent. No, I feel that we will not work together.

Why did you write nonsense, you were told that the drivers should be simple, understandable to the manual.

Listen to me - you still need to cut it. Tough economic times in the country, we need to improve efficiency. We will not reduce the selling divisions, they bring in revenue, and your divisions only consume, you have the same costs in terms of indicators.
We are one team. What exactly can you do for the company? Give cost savings? Okay, so save. It is especially important now to save personnel costs.

Enough idle chatter, what are your commitments to downsize your unit? You are a manager, figure out who to cut yourself. Yes, under your responsibility - we are talking about your area of ​​responsibility. No, this is not ambitious enough. Either you can do it, or someone else can do it in your place, for such a salary there will always be people willing. Reduce twice as much? By what date do you set yourself a goal to complete reductions? Okay, go ahead.

And in the reporting will be "everything is fine", right up to the very end - tk. responsibility for the success of the reductions was shifted to the leaders of the "black boxes".
Besides, who should they now tell about their internal problems? Those who previously did not want to listen to their arguments, those who, in essence, created these problems, but shifted the responsibility from themselves to them? And what will it give besides harm?

Let's fix:
The new director will strive, first of all, to reduce what he does not understand, what is a "black box" for him.
With psychological pressure, he will seek consent from the leaders of the "black boxes" to lay off their employees.
The leaders of the "black boxes" will have to independently develop plans for the reduction of their divisions and take responsibility for all subsequent risks of their implementation.

7. False optimization criterion "Cost minimization"

The goal of minimizing costs without additional reasonable constraints is the goal of destruction.

Oh, how effectively the company will work if everyone is cut down and only one director is left on the staff. EBITDA will go up ... all competitors will be jealous.

8. Abbreviations in branches

And what are they doing in the provinces? We can hardly see from the Capital, but there is a reasonable suspicion that they have relaxed there. So you can do them, you don’t feel sorry for them, and the cries of those who are being cut will not reach us - our sleep will be calmer.

... and it can be unexpectedly high.

Let's carry out a model calculation ...

Abstract company for 10 thousand people. Head office in Moscow 2 thousand plus 8 thousand - branches in the regions across the country.
Board of directors of 10 people.
Black boxes - 50% of the total population (the lower the percentage, the worse it will be for them).

We hire 10 "our" trusted managers at the head office in Moscow. This is just a 0.1% increase in the total number. But you need 1 million costs for each "your" per month. There is nothing less - top management, Capital (I know that in reality it is higher).
A specialist in the province costs 50 tr. per month (salary + bonus).
Therefore, these provincials will have to be reduced by a ratio of 1:20 - i.e. in total, let's cut the number by 200 "units".
200 out of 4000 thousand is 5%. Tolerable. You can simply freeze vacancies, and the natural loss of employees will do everything by itself.
Oh, I forgot about the Board of Directors award. An annual bonus, at least twenty each over and above the usual. Total 200 million - i.e. minus another 8% - this is 330 "staff units". In the army, the enemy soldier is not called people, but "manpower" - so that conscience does not interfere with killing. With similar goals in HR slang, employees are referred to as "posts" or "resources."
In total, we need to arrange 13% reductions in these provincial black boxes.
It's a long time to wait for 13% to leave by themselves, but they can be hinted, for example, to cut their social package.
This is a model calculation, in life it will probably soften - they will cut a little and the "white bone" in Moscow; will reduce not only the number, but also the bonus in the branches. 10% will try not to cross the psychological barrier (15%, 20% ...).
For a larger reduction, it would be good to have a reinforced concrete rationale, and we have just a case when doubts remain. (If I knew for what - I would have killed, and so - from you so far only 10%).

Take into account that there is such a rule for large stable companies - the total payroll (payroll) should not grow faster than the total profit. This payroll adds up billions for bonuses to members of the Board of Directors, and pennies for the salaries of ordinary personnel. According to my estimates, top management easily eats up from 20% to 35% of the total payroll. And in our country there is inflation ... and influential guys want to compensate for it for themselves ... and they can do this only at the expense of the rest ...

9. The way to outsource

etc...

Let's collect "competencies" in 1 center. No, it's better in two - for safety net and backup, and then suddenly some catastrophe, or Sbertech will entice everyone at once. No, we will not lose our competence, we will offer everyone to move to another city with the preservation of positions and salaries - according to our forecasts, 90% of employees will agree to this.

In the layers and contradictions of the old and new regulations, it will become more difficult to work and it will be easier to strike in Italian, not even with the aim of protesting "against marasmus", but in order to avoid the likelihood of accusations of violating one of the possible interpretations of what is written in the regulations (difficult, I understand).

For the development of the black box, it is difficult to protect the add. financing.
Such a request immediately carries with it a conflict - the director, by sleep or spirit, does not feel the need to develop something unknown and incomprehensible to him, and then people come to him and ask for money. And he had other plans for how to spend them! Given the flexibility of high-ranking leaders in the face of their superiors ... but most likely no one will go to justify and ask for anything. Subordinates will be told - oh, how I fought for our interests, but the gendir, such a bastard, refused.

Those divisions that the manager does not understand and considers as a black box will not receive development.

In the end, black boxes will be considered non-core for the enterprise and will want to be outsourced to minimize their internal influence, formalize interactions with them, improve manageability and other "benefits."

Cutting off parts of the company that he does not understand, the manager is trying to turn the company into one whose work he is fully capable of understanding, i.e. which he is truly capable of controlling.

Of course, there is a risk that the cut-off parts will be very important, and the company will not survive such castration.

10. Temporary workers squeeze out the company. Reduced revenue following cost cuts

"Provisionalism" can be strictly defined as "a government that gradually destroys / consumes the foundations of government."

As one friend of mine used to say:

Our company is like a big ship - it can sail by inertia and generate income for several more years, even if the entire crew is thrown overboard.

The larger and richer the company, the longer it is able to hide its internal degradation, and the longer it can carry a team of pseudo-effective managers on its backbone.

By the time the company has a clear manifestation of problems, a team of effective managers can already "fly" to a new job. They will have a head start - they still have the opportunity to feel the approach before external observers. fiasco.

A few years later, through crafty reporting, the true state of affairs finally breaks through. Then the persons who admitted to the management of people who are incapable of it begin to regret.
Jobs told us about his regrets over the appointment of "non-core" Scully.
Jack Ma publicly regretted all the "professional leaders" he hired from outside.

But often, management failures will be attributed to unfavorable external circumstances, although books already write that companies are dying primarily from internal causes.

Look - everyone talks about external circumstances, as if they do not see these internal reasons at close range:
1. Results of the survey “what is the threat to business and how to avoid it.
2. Megafon spoke about the main threat to its business.

11. Acquisitions and mergers

Yes, I am aware that they were not leaked, but only outbid. But this is exactly how the exemplary external signs of a drain on the reduction of operating costs and technical support of the service look like (demotivation of employees, staff turnover, degradation of business processes).

... which previously secured a fair deal to change the disloyal creator of the popular social network to a new owner. And what is this new owner? Is it really true that he began to "save" and led to a drop in the quality of the tool, to the emergence of vulnerabilities in it? What if the enemy exploits these vulnerabilities?
I hope, comrade general, the new owner has already received a remark to raise the quality of the IT system of the social network to the proper level.

12. Beeline

First, I would like to point out a funny nuance.
Often, what in this article looks like theoretical speculation is in fact reality, and individual phrases are generally direct quotes ( I feel we won't work with you, the drivers should be clear to the management etc.). But examples with references to specific companies are situations when I judge the state of affairs from the words of other people, and in my conclusions I may be wrong.

So, Beeline-VimpelCom.
Until 2011, the director there was Alexander Vadimovich Izosimov, who in 1991-1995 worked as a consultant at McKinsey, and in 1996-2001 made a career in the financial and sales part at Mars Inc., rising to the regional president for the CIS, Central Europe and Scandinavia. In short, a versatile marketing finance manager trained at McKinsey.

After him, in 2011–2013, the director of VimpelCom was Anton Vladimirovich Kudryashov, a financier.

The current director of VimpelCom is Mikhail Slobodin, an economist.

Mikhail is engaged in improvements in Beeline - he changes employees into a new uniform, as he believes that the form will help the appearance of content. He himself also does not shy away from cosplay - this "charges with a positive, and useful for Beeline." Conducts subbotniks with the delivery of waste paper and scrap metal, etc.

As a result, "financiers-economists-marketers" optimized the work technical company"Beeline" before such a situation:

Vimpelcom's IT systems are outdated, and the staff of relevant specialists is overstated by more than ten times, according to the largest shareholder of the company. In this regard, the company intends to outsource the maintenance of a number of systems, including billing.

Beeline's management turned out to be unable to competently manage its own IT, and this is already quite openly admitted.

I guess that earlier goals were set to "save" on IT systems and IT specialists, there was no development of IT for several years. Now everything is so bad that it is easier to start from scratch and give it to external control.

For Beeline, the maintenance of its IT team would be cheaper than the future billing outsourcing, say, carefully, once in 5. Of course, no one will ever calculate how many times in reality - there simply will not be such a task from the management, why know such a terrible truth.
Another report will be commissioned from management showing the benefits of outsourcing, and rest assured they will be counted on that benefit. As the saying goes, “we swam, we know”.

In addition, Reznikovich announced plans by Vimpelcom to sell the tower infrastructure used for cellular base stations.

... the company has not yet seen a drop in revenue.
At the same time, according to him, "it is obvious that this industry is at a serious risk of moving downward."

13. Sbertech

The company [Sbertech] was established in November 2011 for the internal needs of Sberbank and is now engaged in cruel and merciless hunting. The recruitment formula is the simplest - the current salary of the hired IT specialist is multiplied by 2.5 times. ... the account of the captured specialists goes into the thousands.

As a result, Sberbank's IT got the opportunity to develop:

03 Dec 2012.

... we all went to Milan together to meet with the developers of the UniCredit bank. ... the fact is that we came to learn from them, but in the end they listened to what our guys were saying.
... Sberbank decided to create its own development company and refuse third-party services
…
- By the way, how much has Sberbank invested in its new brainchild?
- Exactly as much as he invested earlier in IT development. It's just that instead of a number of contractors, there is now one Sbertech. It's just a reallocation of the IT budget, no more, no less.

By the way, what do you think, starting with how many IT employees is it financially profitable to have your own IT, and not outsource? How about: starting at the size of a typical team - i.e. with 5-7 people, counting separately for each IT profession?

Alas, I see the risk that Sbertech's good life will soon end.

Gref recognized as obsolete the new IT-system of Sberbank for billions of rubles
Pay attention to the nuances:

“Last year we made 40 thousand changes to our system. If you look at other cans, we are in chocolate. But if you look at Amazon, Google, we are terribly behind. Amazon makes 10,000 changes to its system a day. And the key task for Sberbank this year is to increase the speed. We are late, ”Gref explained.