From the shadows into the light without reaching. How often and what trainings are held in the sales department? How to assess the state of the enterprise

Finally got promoted? Congratulations! You have already proven your professionalism, now is the time to demonstrate your managerial and organizational skills. because new position- this is not only new responsibilities, but also a new role in the team. Are you ready for this?

I decided to collect recommendations for novice heads of departments, divisions, companies. After all, moving up the career ladder of one person can become a problem for other members of the team and even negatively affect the working atmosphere.

What leadership style to choose? How to motivate employees? What is a psychoclimate and how to understand that it is negative? With these questions, I turned to the psychologist-consultant of the Wezom agency Antonina Ulyannskaya. According to her, 80% of novice managers do not know or do not even think about the psychological aspects of team management. And there is something to think about if you don’t want to see a decrease in productivity and a bunch of applications for dismissal from disgruntled subordinates in a month or two.

What to do as a new leader

1. Choose a democratic management style

Of the three styles - authoritarian (decisions are made by the head alone), democratic (decisions are made collectively, the boss controls execution) and liberal (the team makes decisions on its own, the role of the leader is minimal) - it is democratic that can provide a comfortable working atmosphere and maximum performance. Because the boss is a Democrat:

• does not give rigid orders, as in the army, he works in a team;
• gives subordinates the authority to solve problems within their competence independently;
• involves employees in solving organizational issues;
• encourages creative ideas, initiatives;
• builds trusting relationships with colleagues: informs about the current state of affairs in the company and about development plans;
• sees and helps to reveal the potential of the employee.

Democratic style makes subordinates feel more like partners than just performers. For a novice leader, this style will be the key to the success of the team of which he has become the leader.

Nuance. If the manager came from outside (not from among the employees of the department or company), we recommend:

• ask what was the predecessor in this position, what management style did he use;
• get to know the team and organizational processes;
• determine the priority goals of the work, discuss them with higher management, and then with subordinates.

Do not forget to listen to the proposals of the department entrusted to you.

2. Motivate not with orders, but with the help of involvement in solving problems

This method will help to increase self-discipline in the team. After all, the responsibility for the decisions taken is transferred to the employees. This implies a democratic style of management. Let your employees feel important. The feeling of a simple cog in a huge mechanism is unlikely to cause enthusiasm. And when subordinates become important participants in the overall process, they will take a more responsible approach to business.

If employees fail to cope, the Democrat boss does not use power methods and in no case scolds in public.

Remember the rule: praise in front of everyone, punish in private.

Subordinates should not be afraid of being called to the mat. Punish in democratic style means to explain what is wrong, to find the causes and ways to eliminate it.

3. Build a team

Remember that you are leading a team (department, department, or company), not each individual. Form a team that will implement the planned projects. To do this, develop management skills. Be ready to set goals for the team, define results, transform goals into clear tasks, motivate performers to solve them, monitor implementation, eliminate problems and conflicts that have arisen.

And also learn to select people adequately to the tasks. In other words, don't squeeze a lemon in the hope of getting tomato juice.

The mistake of novice managers is in pulling the blanket over themselves with the motivation "I will do it faster and better myself." With such an approach, it will not be possible to build a team.

4. Don't be arrogant

• recognizes that promotion is not the crown of a career, and he is not the ruler of the world;
• understands that a new position is a big responsibility;
• takes into account personal experience before promotion;
• continues to work on himself, improve personal and professional skills;
• does not abuse his position, does not shout at every corner that he knows everything better.

Arrogance, like omniscience, will not help you gain respect in the eyes of your colleagues. The principle “I am the boss, you are a fool” is a sign of an authoritarian management style. You don't want to be quietly hated behind your back, do you?

5. Keep your social distance

Finding the perfect balance between friendship and service is not easy. Not every leader with experience succeeds, let alone a beginner. Some young bosses build friendships with one subordinate, thereby forming a negative attitude among other employees.

There should be no familiarity in the team. Adhere to the culture of business communication. Build relationships based on mutual respect.

If you are a supporter of the appeal to "you" between subordinates and the boss, make it clear to employees that this is not a reason to be frivolous about tasks.

Nuance. How to build communication if the subordinate is older than the boss? Stick to the partner line in communication. Use the pronoun "you". Don't be afraid to ask for advice. Such appeals as “I wanted to know your opinion”, “What do you think” will demonstrate respect for a senior employee, increase his sense of importance, help identify valuable experience and use it for the development of the company.

The main thing is not to hurt the ego of the subordinate, but to create comfortable business relationships. Set your distance gradually.

In many respects, the psychoclimate prevails in the team depends on the manager's management style.

What is psychoclimate and how to understand that it is negative

The psychoclimate is a comfortable emotional mood, the atmosphere in which employees work. Indicators of a negative climate in the team are:

• staff turnover;
• frequent sick leave;
• low labor productivity;
• tense relationships between colleagues;
• general irritability and dissatisfaction;
• unwillingness of employees to improve;
• mistrust;
• psychological incompatibility;
• lack of desire to work in one office.

Signs of a positive climate include:

• friendly relationships;
• a high degree of trust among team members;
• the desire to be in a team during working hours and spend leisure time together (corporate holidays, joint trainings, field trips, etc.);
• lack of internal conflicts and "groupings";
• cohesion of employees in force majeure situations, a high level of mutual assistance (not every man for himself);
• free discussion of current issues (no one is afraid to express their own opinion);
• healthy business criticism;
• no pressure on subordinates.

In addition to internal factors, the atmosphere in the team is influenced by:

• physical working conditions;
• the current state of affairs in the company;
• economic, political, social situation in the state.

Analyze how subordinates communicate and interact with each other, whether they often conflict or express dissatisfaction, how employees from other (related) departments are treated.

Psychologists recommend conducting an anonymous survey to find out what kind of psychoclimate prevails in the team. And if the head of the department is unable to influence the state of affairs in the country, then he can take care of working conditions, find out the reasons for discontent.

And finally

There are much more recommendations for novice managers than five. But we tried to choose basic tips, following which the young leader will smoothly enter the new role and will not become the object of negative discussions in the team.

The Russian economy is largely a holding economy. Along with large vertically and horizontally integrated holding companies and conglomerates, there are a great many relatively small groups of interconnected companies. Driving motives for creation subsidiaries different. This includes the separation into an independent legal entity of a type of activity that requires licensing. And the isolation of risky types of business in order to reduce the risk of losses in case of failure. And the creation of subsidiaries within the framework of the project management approach used by the company. And the separation of especially valuable property as a preventive measure against corporate seizures.

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

What is the question, the reader will say. I created a company. She belongs entirely to me. I can do what I want with her. And it won't be right.

In joint-stock companies, the owners of shares are not the owners of the company's property, their ability to directly participate in the management of 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 founding documents"(but not by the instructions of the owners of the shares)", - says Article 53 Civil Code RF. 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, makes transactions, hires and dismisses employees, issues binding orders, etc.

The usual scheme for many Russian companies, when the head of the parent company calls the director of the "daughter" and gives him "mandatory" instructions, is not legitimate. The head of such a company cannot also issue an order containing an indication 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 boards of directors.

Russian practice knows a huge number of cases when a subsidiary sold its assets without authorization, entered into transactions in the interests of its management, and entered into direct confrontation with the owner company. In such situations, the absence of an established and formalized system for the participation of the parent company in the management of the activities of the subsidiaries, the use of directive instructions and telephone calls or friendly relations between two managers as the main method of management leads to the fact that the "owner" learns too late about the arbitrariness of the "daughter" and can't fix the situation.

How so, the head of the company will say. Why would I create a “daughter” or acquire a controlling stake in the company I need, if I can’t influence the operational management of its activities at all, the decisions made by the head of the company? Of course you can. To do it completely lawfully and legitimately, concentrating management issues in your hands to the extent that you need, using methods and procedures corporate governance. They will be discussed below.

The problem of management and control over the activities of subsidiaries and affiliates is especially relevant for large holdings with branched structures, many subsidiaries, and sometimes carrying 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 proprietor executive body management 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) simultaneous centralization of most of the "non-production" management functions at the level management company: centralization of strategic and operational planning, accounting, financial flow management, personnel management, etc.;

(b) maintaining the management apparatus at the enterprise with the provision of it (as a rule - in the person of executive director) fairly broad powers using the scheme of the management company only to control financial flows (putting 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 possibility of maneuvering resources, the possibility of operational coordination. The disadvantages include a decrease in the efficiency of management, as well as a limited number of objects that one managing organization can actually and effectively manage. There are also some legal problems, problems of forming a system of motivation for managers, problems of a psychological nature in relations with the company's personnel

Agreement or charter

Article 6, clause 2 of the Federal Law “On Joint Stock Companies” states: “A company is recognized as a subsidiary if another (main) economic company (partnership), due to the predominant participation in it authorized capital, or in accordance with an agreement concluded between them, or otherwise has the ability to determine the decisions taken by such a society.

As for the contract, it is not entirely clear whether the contract with the managing organization falls under this rule. Formally, yes, but in practice it has never occurred to anyone to consider a joint-stock company as a subsidiary of its managing organization. Obviously, one can imagine circumstances under 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 conflict with the norms of the law). What are these situations? For example, a franchise agreement or an agreement between a satellite company and the sole consumer of its products. However, in practice, the author of the article did not meet such a construction.

As for the regulation of relations by charter, everything is more clear here. The charter of a subsidiary company determines the types of transactions or the list of decisions carried out (taken) only in agreement with the parent company. By creating the necessary conditions for effective management 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 company binding instructions for the latter, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions. The parent company (partnership) is considered to have the right to give the subsidiary company binding instructions for the latter only if this right is provided for in the agreement with the subsidiary company or the charter of the subsidiary company. ….

Shareholders of a subsidiary company have the right to demand compensation from the main company (partnership) for losses caused through its fault to the subsidiary company. Losses are considered to be caused through the fault of the main company (partnership) only in the case when the main company (partnership) used its right and (or) opportunity in order to commit an action by the subsidiary, knowing in advance that as a result of this, the subsidiary will incur losses.

The above norms of legislation scare holding companies from using contractual or statutory forms of building a management vertical. And, in my opinion, in vain. In the usual case, it is unlikely that the owner will give instructions deliberately 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 direct participation. senior management or even the owners of the parent company in the work of the boards of directors of the "daughter". Such a scheme is applicable only in holdings with a small number of subsidiaries. If there are many “daughters”, then the efficiency of the scheme decreases sharply for the following reasons. If top managers participate in an excessively large number of boards of directors, there is overload, leading to their absence from meetings or insufficiently elaborated decisions. If different managers represent the parent company on the boards of directors of various subsidiaries, then the problem of coordinating their positions and decisions arises.

When using this scheme, it should be remembered that the competence of the board of directors "by law", in terms of resolving operational management issues, is quite limited. At the same time, the law allows expanding the competence of the company's board of directors at the expense of the competence of its executive bodies, but only through its reflection in the company's charter. 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 in agreement with the board of directors, but this rule is not reflected in the charter of the company, then the agreements concluded by the general director of the company without complying with this requirement, will be impossible to challenge in court. It will also be impossible (in the absence of other circumstances) to present material claims to the offending director.

Thus, in order to use the management system through participation in the formation and work 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 system of management through representatives used by many large holdings. The essence of this scheme is as follows:

• the parent company determines which decisions it would like to control. These issues in the statutory procedure are within the competence of the board of directors;
• the parent company holds at the general meeting of shareholders of the "daughter" maximum amount their representatives to the board of directors;
• the parent company approves the regulations for the work of its representatives on the boards of directors of subsidiaries. This regulation provides:

1. a list of issues within the competence of the board of directors of the subsidiary, decisions on which the representatives of the parent company make only on the basis of its instructions;
2. the procedure for the development of a position by the office of the parent company in relation to the issue submitted for consideration by the board of directors of the subsidiary;
3. the procedure for interaction among themselves and with the parent company of several representatives elected to the board of directors of the subsidiary;

The regulation is obligatory for the employees of the company elected to the boards of directors. The regulation is 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 board of directors of the subsidiary, which provides for the advance provision of materials on the agenda to the members of the board of directors;
• upon receipt by the representative (senior representative) of the materials on the agenda, he transfers them to the authorized division of the parent company. This subdivision organizes the development and approval by the services of the management apparatus of the parent company of a decision regarding the issue raised and brings it to the representatives. Representatives vote in accordance with the instructions received;
• if it is necessary to induce the subsidiary to make the necessary decision, the parent company initiates, through its representatives, consideration of the relevant issue at a meeting of the board of directors of the subsidiary.

This scheme for managing subsidiaries is the most technologically advanced and is used in practice by many holdings, including RAO EU, Svyazinvest, AFK Sistema and other companies.

Here it should be noted that such a management scheme is objectively limited by the impossibility of excessively expanding the competence of the board of directors.

Governance 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 motivation of the heads of subsidiaries. Its essence lies in the inclusion of the heads of subsidiaries in the board of the parent company.

The competence of the board can be constructed 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." Being members of the board, the directors of subsidiaries participate in the development of management decisions. Decisions regarding the management bodies of subsidiaries can only be advisory in nature. However, a member of the board, according to 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 board may provide for a system of material remuneration for members of the board, made dependent on the execution of decisions made by the board.

Management through outsourcing

This control scheme is quite common. Its essence lies in the transfer of the performance of individual management functions to a subsidiary (financial management, accounting, personnel management, etc.) to a parent company or a specially created specialized company on the terms of an agreement. This scheme differs from the version of the management company in that the functions of the sole executive body in this case are retained by the general director of the subsidiary.

A variation of this scheme is the outsourcing of specialists - the provision of employees of the parent company at the disposal of the "daughter" to replace leadership positions. Such a middle manager is, as it were, in double subordination: to the head of the "daughter" by virtue of the job description and official duties; 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 the emergence of an internal conflict of interest in the "delegated" specialist.

Management through centralized planning and control

This mechanism is used to some extent by almost all holding companies. Its essence lies in the active participation of employees of the parent company in the preparation of the financial and economic plan (budget) of the subsidiary, the approval of this planning document by the board of directors of the subsidiary, and subsequent monitoring of compliance with the established targets.

The implementation of this mechanism requires the approval by all subsidiaries of a single regulation for the preparation of a plan (budget), which provides for appropriate conciliation procedures, as well as the responsibility of the sole executive body and the management of the company 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, must contain a material component, which is fixed in the Regulations 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 the system of internal normative documents that determine the procedure for the activities of management bodies and the procedure for making basic management decisions. Thus, uniform “rules of the game” are formed within the holding.

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 (annually updated);
• regulations for the preparation of the annual financial and economic plan (budget);
• regulation on the procedure for preparing and making decisions on the implementation big deals, related party transactions, real estate transactions;
• rules for making decisions regarding the issuance of bills of exchange, the implementation of other types of loans in the financial market, as well as the provision of loans, guarantees;
• rules for making decisions in respect of transactions not provided for financially - economic plan(budget) of the company;
• general principles preparation and conclusion of business contracts;
• intracompany spending standards;
• regulation on the procedure for holding competitions and tenders in the selection of suppliers of products and services;
• regulations for internal audits;
• regulation on the management motivation system;
• position on staff motivation;
• trade secret regulation;
• regulation on information policy;
• regulation on dividend policy;
• standard contract with the general director;
• model agreement with a member of the board;
• regulations on the procedure for selecting and hiring employees;
• regulation on the procedure for attestation of employees;
• regulations for monitoring the execution of decisions made;

other.

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

The totality of the above-named documents constitutes the system of internal standards of the holding. 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 company's development goals, but also to integrate the necessary control procedures into this procedure, including those carried out by divisions of the parent company.

Control

An important element of the corporate governance mechanisms used to build the management vertical in the holding is control. 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 collects duly certified copies of the constituent and most important title documents of subsidiaries (land rights, real estate, licenses, patents, trademarks, intellectual property, etc.). At the same time, proper execution (timely re-issuance, extension of the validity period) of the relevant documents is controlled. Such control maintains the liquidity of assets and reduces the associated risks.

Monitoring includes the 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, statements of 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 information policy statement of a subsidiary may provide for the provision of such documents to a major shareholder on a regular basis;

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

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

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

4) external audit. The parent company, as a rule, has the opportunity not only to propose to its subsidiary the candidacy of the auditor firm, but also to ensure the approval of this candidacy by decision general meeting 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 audit firm in order to identify various kinds of misunderstandings and misunderstandings in the relationship of the "daughter" with its auditor, non-fulfillment of the auditor's recommendations;

5) audit commission. Formation audit commissions subsidiaries from representatives of the control services of the parent company is also effective way organization of control.

So, there is a wide range of forms and methods of corporate governance that allows you to build a highly efficient 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 background here: the parent company, in accordance with the established procedure, can carry out the change of the general director objectionable to it.

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

On the possibility of using a management scheme through representatives, its consistency with the norms current legislation and principles best practice corporate governance, the requirements for the provision on representatives and special mechanisms that ensure the protection of the interests of a subsidiary, we spoke 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 (preferably written) instructions on the voting procedure for electing the board of directors, based on forecasts of the expected quorum and voting results of other participants in the meeting.

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

Yukos pretends to be a 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 commonly called, representatives of big business, met in the Kremlin with Vladimir Putin. At the meeting, as you remember, Mikhail Khodorkovsky noted. He directly asked the president about why the state-owned Rosneft needed to buy Severnaya Neft at exorbitant prices and why the state representatives did not react to this. 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 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 issue, noting that at one time YUKOS used various methods of tax evasion. As a result, Mikhail Khodorkovsky had to bow his head and swallow what was said. Meanwhile, the rebuff given by the president to the head of Yukos has been brewing for a long time. The fact is that for the last year and a half Mikhail Khodorkovsky has been actively positioning his company as if not a reference commercial structure in all respects, then, in any case, the best of what is now in Russia. Raising the issue in such a plane would hardly have excited anyone if it were not for one “but”: YUKOS claims an exclusive position in the oil community and requires a special attitude from the state. Especially now - after the loud announcement of the purchase of Sibneft. Hence the teachings, the public manifestation of adherence to principles, the loud denunciation of social ulcers and shortcomings. True, far from everyone is ready to agree with the role that YUKOS appropriated to itself, since both the recent past and the current life of the company can by no means be an example to follow.

Someone else's stock 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 an international audit conducted by the consulting company Miller & Lents, as of January 1, 1999, Yukos' proven reserves amounted to over 11.3 billion barrels, or over 1.54 billion tons of oil. Of these, developed reserves account for 3.4 billion barrels - more than 460 million tons, and probable - 4.7 billion barrels, or about 640 million tons. The proven reserves of Yukos's main producing enterprise, Yuganskneftegaz, reach 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 President of Russia reminded Mikhail Khodorkovsky, is also impressive. In April 1993, in accordance with a government decree, an open joint-stock company Yukos was formed, in which the state got 45% authorized capital. In March 1995, President of ONEXIMbank Vladimir Potanin, on behalf of the banking consortium, which included Imperial, Stolichny Savings Bank, Menatep, Alfa-Bank, Russian loan and others, proposed a deal to the government: banks are ready to lend to the government in exchange for the right to manage state blocks of shares. The bankers chose the moment very well. The country was groaning from non-payments. It seemed that everywhere no one and no one pays. Say, 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 the debt on pensions, salaries of the military, employees of the Ministry of Internal Affairs, the Federal Security Service, miners, etc. etc. The transfer of state shares as a pledge did not imply their return to the state, since there were no funds for this in the budget. 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 miser. 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 hydrocarbon raw materials, of which a third - approximately 12 million tons - was exported to far abroad countries. In 1996, the price of Russian oil on the world market averaged $20.81 per barrel, or $153.2 per ton. It is not difficult to calculate how much was received: 1.84 billion dollars. This, we repeat, for one year and only from the export of crude oil to far abroad countries. Against this background, the slightly over $310 million spent by Mikhail Khodorkovsky for a 78% stake in Yukos looks like a mocking figure.

The main production and processing capacities of YUKOSSIBNEFT

Assets belonging to NK Slavneft

LOVELY MONOPOLIST

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

“From the beginning of the year, gasoline prices in Krasnoyarsk have doubled, and only in the last month by 60 percent... The monopoly of the Krasnoyarsk oil products market is Yukos Oil Company, which owns the Achinsk oil refinery. ... Seeing this, some business entities began to directly negotiate the supply of fuels and lubricants not with Yukos, but with the Ufa enterprise Bashkirnefteprodukt. Bashkir oils cost Krasnoyarsk about twice as much, and gasoline and diesel fuel are about 20% cheaper than Yukosovsk ones, despite the fact that delivering fuel from Bashkiria is much more expensive than from Achinsk. - It's very difficult to talk about pricing policy NK "YUKOS", which unambiguously occupies a monopoly position in the region, - says Tatyana Krylova, chairman of the price committee of the administration of the Krasnoyarsk Territory. - Yukos, according to expert opinion, pursues a discriminatory policy towards our region. His enterprises are present both in the Irkutsk region and in Khakassia, but there selling prices lower than ours. I consider the explanations given now by Yukos representatives (seasonal surge in prices, inflation, etc.) to be unfounded.”
Sergey Afanasiev (www.flb.ru, 06/18/2002)

Great company. From others

Judging by the huge poster posted at the Moscow office of Yukos, this particular oil company is the industry leader. In principle, this is also evidenced by the statistical data relating 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, of course, is due to an increase in work efficiency. For example, immediately after the default - - in 1998 - - YUKOS created independent companies to manage mining and processing assets, which led to a reduction in costs. However, the main reason for the increase in oil production, which Yukos representatives rarely talk about, is something else.

Unlike fields owned by other oil companies, those owned by Yukos are either at an early stage of development or not yet 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 is much lower - 8 and 27 tons, respectively. The difference is obvious. Yukos also has another considerable 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 you to save a lot of money when creating the necessary infrastructure, which is reflected in the cost. Let's say that now Yukos' oil production costs are $2.5 per barrel, while this figure is much higher for other companies.

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 Federal Securities Commission (March 1996 - September 1999) .) Dmitry Vasiliev is united by one circumstance: they were forced to resign "at the initiative" of the guys from Yukos. Kalyuzhny at one time did not give Khodorkovsky VNK, Vasiliev actively defended the small shareholders of Yukos, and Zadornov tried to impose an additional tax on the oil barons ... The question is, who really runs the government? Is it the prime minister?

"We will be alone with the monster"

Vladimir Achertishchev, 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 Yeltsin's privatization, when the crafts went into private hands for a penny, but for some reason we don’t remember the glaring fact that the first Russian President gave the oligarchs and natural rent. It is no coincidence that Mr. Khodorkovsky names his personal capital as $7.8 billion, the vice-president of an oil company receives $150,000... a month. Where does this enrichment come from? Due to excess profits, which is the property of the state. In 67 countries around the world, where state-owned oil companies are engaged in production, excess profits are used to fill the budget.”
("Tyumen News", 11/21/2002)

It's all natural, it's all mine

In a word, Yukos was not just lucky with reserves and specific deposits, 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 gestures of the state aimed at bringing at least minimal order to the field of reserves. This concerns, in particular, the proposal of the Ministry of Economic Development and Trade that 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 fight against the use of Production Sharing Agreements (PSAs) in Russia. True, slogans such as "undermining national energy security", "reducing budget revenues", etc. are widely used here. But this kind of argument can only affect ignorant people. According to Mikhail Khodorkovsky, the work of oil companies on the basis of the national tax regime brings more income to the state treasury than under the PSA. But for some reason he does not develop this idea. The fact is that if the PSA was used, Yukos would have to pay the state much more than now. It is precisely the PSA regime that assumes that the state, in the course of negotiations with the investor, can obtain the most favorable conditions for itself, for example, additional part natural rent. Now YUKOS, despite its privileged position, is on an equal footing with other oil producers in terms of taxes. For example, he pays the state an extraction tax at the same rate of 16.5% of the cost of oil as the rest, although he develops deposits with increased productivity.

However, the main danger in the PSA for the owners of Yukos lies elsewhere. With the wide 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 dollars. And we are talking about reducing not abstract, but very specific income. Recall 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 are also possessed by: 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 company "Yukos-Moscow" Vasily Shakhnov-sky - 7%. It is clear that fluctuations in capitalization in one direction or another directly affect the state of personal pockets.

Last year, Yukos provided 49 percent of its production from just three licensed 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 inconvenient for some of our officials, and even oil kings, because under it you can’t steal or hide anything. One of the newspapers published an article about who organized the “rolling up” on 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 with the PSA all the details, the points of the estimates are agreed many times, one might say, to the last cent, at several levels. But what kind of Russian oligarch can stand it! I'm not talking about accounting for raw materials extracted by Molikpak, which is kept by customs with an accuracy of up to a liter.

Mr. Khodorkovsky assures everyone that we have enough investments in our country, and that there will be enough proven oil reserves for 150-200 years, so, they say, we can do without PSA. But here interesting fact. Last year, Yukos provided 49 percent. of its production from only three licensed areas, and has ... 220 licenses. It is easy for him to talk about myriad reserves. And, apparently, he wants to extend his position in the oil market as much as possible. Dictate prices, get super profits. And he doesn’t really want to invest in Sakhalin.”

("Soviet Sakhalin", 07.03.2003)

Why has Yukosu become so xrenovo

It should be especially noted that YUKOS is far ahead of other oil companies in terms of the level of capitalization. For instance, market price 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 can be seen, Yukos is the absolute leader in this indicator on the domestic oil scene. According to representatives of the company, as well as experts, such a high bar was reached not only due to high production results and cost reduction. Two years ago, Yukos management took world corporate governance standards as its benchmark: back in 1998, the company got rid of non-core assets, in 2000 introduced independent members to the board of directors, and since 2001 began to publish financial statements according to international GAAP standards, adopted a corporate governance code, began issuing ADRs, and in 2002 disclosed information on the ownership structure. True, they are not going here, as is customary in the civilized world, to withdraw the owners from the management. Nevertheless, it seemed that in almost all areas the company holds what is called a brand. However, it has recently become clear that this is not entirely true. In mid-February, Russian companies Alfa Group, Access/Renova and British BP (BP) announced the creation on a parity basis of a new structure that would include the Tyumen Oil Company (TNK), SIDANCO and the British-owned oil assets in Russia. As a result, a company will appear in Russia that will enter the top three after Lukoil and Yukos: its reserves will amount to 9.488 billion barrels of oil, and the volume of daily production will be 1.2 million barrels. Russian companies will contribute 97% of the shares of TNK, 56% of the shares of SIDANCO, 29.11% of the shares of Rusia Petroleum, which owns the license to develop the Kovykta gas field, as well as shares in the Sakhalin-4 and Sakhalin-5 projects, to the new structure ". In turn, BP transfers there 25% plus one share of SIDANCO, 32.95% of the shares of Rusia Petroleum, its shares in Sakhalin-5 and in the gas station business in Moscow. To own a 50% stake in the new company, BP must also pay an additional $3 billion in cash and $1.25 billion annually over 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's oil leaders drew attention to a Russian company that is not among the favorites. In other words, Western investors were guided not by formal indicators, which demonstrates Yukos, but by completely different values. Accordingly, YUKOS dug up the old adventurous idea with YUKSI from the storerooms, wiped it with a rag and announced at the end of April that it was taking over Sibneft for $3 billion.

Dark recesses of the shining pyramid

Under the glittering shell of Yukos, if you look closely, there are many places that do not correspond to this festive halo. It is worth saying, for example, that today company executives do 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 shareholders. After the acquisition of the Eastern Oil Company, the management of Yukos, without exaggeration, dealt with the owners of small blocks of shares. Even the Federal Commission on securities(FCSM), 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. However, it was not only the minority shareholders who felt the heavy hand of the Yukos owners. In 1993, following the results 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 terms of the PSA. But the partnership did not materialize. Yukos, in fact, squeezed BP out of the project, and she was forced to leave without salty slurping, 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 receive the main profit from the sale of refined products - petroleum products, liquefied gas and petrochemicals, while only 30-45% of income is generated by the sale of crude oil. However, YUKOS's strategic policy is based on the fact that in the downstream, that is, in oil refining and the sale of petroleum products, only those assets are of interest that, in the words of Mikhail Khodorkovsky, "increase our ability to sell oil." Although it is known that in the unfavorable price situation on the world market, the strongest positions are occupied by those companies that are widely represented in the processing sector.

Who is afraid of Valery Hartung

"Deputy from Chelyabinsk region, member of the Committee on Budget and Taxes Valery Gartung (Regions of Russia group) submitted to the State Duma a draft law on the rights of Russian citizens to income from the use of natural resources of the Russian Federation. This document spelled out a mechanism for the redistribution of 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 USD to his nominal account... Corr.: Valery Karlovich, your opponents say that the redistribution of natural rent in Hartung will lead to the fact that the oil sector will lose its investment component. For example, the head of Yukos, Mikhail Khodorkovsky, already recently complained about the lack of working capital. And then you have to share with 140 million other Russians ...

Hartung: Funds for the renewal of funds and equipment are not enough only because the owners of oil companies are busy enriching themselves. 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 as investments to the development of production. How much should go to the budget, how much to the personal accounts of the population - these are issues to be discussed. There is another important nuance. If you give all the rent to the population, then only at the expense of a 13% income tax can you form federal budget! This means that there will be no need to levy taxes on the processing industry. Here is the path of development of the tax reform, about which there is so much controversy today.”

Interviewed by Dmitry Sevryukov (Tribune, 10.04.2003)

Tax wastelands of Mosalsk

A lot of questions to Yukos and from environmentalists. Judging by official statements, there is simply no more “green” and environmentally friendly company. In fact, as evidenced by the Angarsk-Daqing oil pipeline construction project, 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 law abidance on any occasion and at all angles. True, obsessive self-promotion is always alarming. All the more so since five years ago, the companies controlled by Mikhail Khodorkovsky were quite successfully implementing completely different principles. Until 1997 in the small town of Mosal-sk Kaluga region at the address: Lenin street, house 42 - more than 30 legal entities, 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 wasteland with one boarded up and two crumbling houses without windows and doors. And earlier there was an ovo-shushilny plant here. But not the point. In 1997, "Rosprom" listed the Mosal district tax office about 1 billion non-denominated rubles in the form of VAT. That is, from a company that owned huge assets, for the whole year, a little more than 160 thousand dollars were received at the then exchange rate. By the way, in February 1997, Rosprom took over the functions of managing Yukos, and it was then that Mikhail Khodorkovsky became chairman of the joint board of Rosprom-Yukos.

Watch your hands

At the same time, oddities and mysterious moments in the history of the acquisition of attractive assets by Mikhail Khodorkovsky's structures are not limited to oil alone. Therefore, at a meeting with the oligarchs, Vladimir Putin could well have given other examples. Fortunately, this head of state is constantly reminded. At the end of 2002, the governors of 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 a 20% stake in Apatita OJSC to federal ownership ”, which is illegally owned by the Rosprom-Me-natep group. Furthermore. The Murmansk OJSC Apatit, controlled by this group, is a monopolist in the production of apatite concentrate and literally twists the arms of enterprises operating on this raw material. In particular, the Novgorod plant Akron, which supplies chemical fertilizers to more than 30 Russian regions, had to buy apatite at $43 per ton last year, while its prime cost was only $15. JSC "Apatit" artificially inflated the price by 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, annually up to 250-300 million dollars of its profits OJSC "Apatit" diverts from taxes through offshore zones. In December last year, a protest action was held in Smolensk by the workers of Dorogobuzh OJSC, who called on the President of the Russian Federation, the Prosecutor General and the Minister Agriculture take effective measures to curb the arbitrariness of Apatite OJSC, introduce state regulation of prices for apatite concentrate, and they demanded from the Rosprom-Menatep group to abandon dishonest and illegal business practices and return to the state the 20% stake in Apatit appropriated by it ". But to date, no significant changes have occurred either in the policy of the Rosprom-Menatep group or in the actions of the Apatit controlled by it. It is impossible not to recall the story connected with the attempt by YUKOS to take control of the Talakanskoye 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 tender in 2001, and YUKOS met him fully armed. Mikhail Khodorkovsky's company found a simple and very elegant solution by taking on a small Yakut company, Sakhaneftegaz, as a partner. This alliance, which offered a gigantic $0.51 billion bonus, won the competition. True, it soon became clear that Yukos was not going to pay this amount. The calculation was made 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 a severe flood and was forced to ask federal center O financial assistance However, this did not faze Yukos. True, at the last moment, local deputies changed their minds and refused to approve the relevant bill. In a word, the pyramid, which is located on the YUKOS corporate banner and which, apparently, should symbolize the power of actions, spiritual strength and harmony of thinking, looks rather skewed. Apparently, this is why Mikhail Khodorkovsky and his associates are actively correcting it, although, as you know, one must be very careful with the supporting structure.

MOSALSK - THE TAX CAPITAL OF YUKOS

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

I left Mosalsk with mixed feelings. I did not see here what I was driving for - I did not see any 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 Shchedrin's Glupov or Macondou Marquez. In a word, what country, such is its business, and what kind of business, such is its capital.”

Bulat Stolyarov, from the article "Wizards of the Emerald City",
"Spark", 07/20/1998

How to start working in a company in crisis

What questions will you find answered in this article?

How to assess the state of the enterprise that you were offered to head

What needs to be done before taking office

What steps should you take to get started?

A company facing economic problems is in dire need of a leader who can effectively restructure the business. Therefore, troubled enterprises often offer very high salaries to managers who are ready to work in a crisis situation. Taking into account the current state of affairs in the financial market, it is possible that in the near future such a profitable offer may also come to your address. But do not rush to take it until you are sure that the situation can really be corrected. I have worked as a crisis manager in several businesses, the last of which is a telecommunications services company. In the article, I will share tips on how to assess the prospects for managing a troubled company and how to build work from the very beginning.

How to assess the state of the enterprise

I was repeatedly offered to head the plundered enterprises that had completely ceased their activities. I refused, because it was not possible to return them to a normal state in a fairly short period of time with the help of the available forces and means. In such a situation, no matter what money you are promised for taking the company out of the crisis, I recommend rejecting the offer. Companies that have passed the point of no return to business as usual do not need a fresh strategy, but technologies aimed at liquidating the enterprise and preserving the most valuable assets. The decision as to whether to "take" the enterprise or not, I always made on the basis of a balanced analysis, consistently evaluating:

economic condition of the enterprise;

its position in the industry;

team performance;

resources for rescue.

First stage of analysis. The economic state of the enterprise

It is necessary to determine how quickly, with the available resources, fundamental changes in the economy of the enterprise can be achieved. A troubled enterprise is usually many years behind the level of business that has been achieved in the industry. Accordingly, in order to revive it, you must move at an extremely fast pace, that is, in one year to overcome three or four years of backlog. The first source of information about the state of the company, which should lie on your desk, is annual reports. They will allow assessing the property and financial position of the enterprise in dynamics. In addition, I recommend checking the financial statements for the current period (not included in the last annual report). This is important, since the situation could worsen significantly precisely for Lately. I start studying documents with express analysis. It involves a careful review of reports on formal grounds, the identification of problematic articles. For example, I pay attention to the uncovered losses of previous years, loans and loans that were not repaid on time. In addition to the numbers themselves, it is necessary to study the analytical sections of the report and familiarize yourself with the auditors' conclusions. After express analysis, it is necessary to make a deeper analysis, which involves the independent construction of analytical financial reports. To do this, you need to give reporting a form that is convenient for in-depth analysis. As part of such a study, in particular, a vertical and horizontal analysis of the balance sheet, an assessment of the liquidity, solvency, financial stability and profitability of the company is carried out. I would like to draw special attention to the importance of analyzing financial ratios and indicators in dynamics (English financial ratio analysis). Such an analysis allows a better assessment of both the economic position of the company and its place in the industry. Financial ratios should be considered, comparing them not only with each other, but also with the resources allocated to save the enterprise. A single coefficient or several disparate coefficients do not give an objective picture. It is necessary to be careful about such a category as the average coefficients for the industry. Each company is unique, much depends on its size and business features, and, accordingly, even within the same industry, there is a significant variation in coefficients. I'll give you an example. In the telecommunications company where I worked, the liquidity and solvency ratios were at a catastrophically low level. But at the same time, there was an opportunity to significantly increase the business activity of our clients. The fact is that although our clients did not receive state-of-the-art services from us (high-speed Internet, IP-telephony, office consolidation), they have not yet switched to other providers, that is, they remained a guaranteed client pool for us. I figured this situation was an opportunity for a breakthrough, and as it turned out later, my calculation was correct: the rapid modernization of equipment (due to loans provided by shareholders) allowed for a sharp increase in sales. The data rate increase alone resulted in an immediate 40 percent increase in sales in this service segment. Within eight months, all loans were fully repaid, and liquidity and solvency ratios were excellent.

The second stage of the analysis. Position of the enterprise in the industry

The purpose of this stage is to understand what needs to be changed in the strategy in order to create significant competitive advantages. It is useful to comprehensively assess the state of the industry and its development prospects, study the strategy of the main competitors, and predict their marketing and other actions. In addition, you should compare the cost structure of your company and that of competitors, and conduct a SWOT analysis. As a result, you will be able to get an idea of ​​the competitive position of the company in the industry. If you yourself have not worked in the industry for at least the past few years, you will need the help of advisors. When it comes to a fast-growing, high-tech industry, it is extremely important to have fellow advisers from among the top managers of successful enterprises. Let me give you one more example. When I was considering the opportunity to head the VPK-Telecom company, my colleagues helped me not to reinvent the wheel - they suggested promising directions for business development. The company provided access to services through PIN codes (using plastic cards). This direction was extremely promising for the industry, but the company, developing it, clearly suffered losses. There were several reasons: the lack of an IP telephony segment, the underdevelopment of business processes, and low labor productivity. Logic told me: this ultra-promising direction cannot be closed - we must devote the necessary forces to its development. But after a brainstorm with the participation of my colleagues working in the telecommunications industry, the only correct decision was made, as it turned out later: to immediately close this direction and return to it after normalization economic situation enterprises. In my practice, I have repeatedly met with seemingly paradoxical situations when it is better to start a business again from scratch than to try to revive an already existing, but illiterately created one.

The third stage of the analysis. Team performance

In my experience, to keep moving forward, the existing staff needs to be replaced by 98% within two years. At the same time, 100% of key personnel should be replaced within the first year of the restructuring. There is no time and little prospect to retrain existing employees, so I consider the hiring of new qualified employees to be one of the most important success factors for a director in a new position. Usually, the personnel already working at the enterprise is not able to make a significant contribution to the restructuring: the rule “what is the company - is the team” applies. If business processes are organized incorrectly in a company, a corresponding negative climate develops. I know of cases when good specialists, getting into backward companies, became lazy during the year and lost their qualifications. Upgrading the state will require you to add significant additional costs that must be taken into account in financial planning. Today, there is a shortage of personnel in many industries. For example, we do not have enough engineers in the telecommunications industry to recruit a good specialist takes over a year. You can speed up the process by luring workers, but in this case you have to offer a higher salary. In addition, keep in mind that the dismissal of former employees will also require expenses in accordance with the Labor Code of the Russian Federation: in fact, you will have to pay each laid-off employee up to five average monthly salaries.

The fourth stage of the analysis. Availability of resources to save the enterprise

Based on the results of the first three stages of the analysis of the state of the enterprise, you will be able to draw up a preliminary business plan. At the final, fourth stage, you will have to assess whether the resources promised by your future employer are sufficient to make the necessary changes. Assistance can be provided in the form of favorable credits and loans, preferential rent, part of the work (for example, accounting functions can be taken over by a division of the holding structure), consultations, etc. Bargain. But if help is not enough, I do not recommend that you become responsible for further development enterprises. In my opinion, the most important thing in restructuring is to get borrowed funds at a rate that does not exceed the average market rate. As a rule, such funds can be provided by companies that are part of the holding, or by third parties under the guarantees of the holding.

What to do before taking office

If you have made a conscious decision to lead a restructuring company, there are several steps you should take before taking up the position. Namely: to agree on the terms of work with the owners, fixing the agreements in the contract, to enlist the support of specialists from the outside (in case of possible sabotage enterprise personnel) to develop an operational plan. In addition, you need to decide how to build a relationship with your predecessor. I'll try to give you some helpful tips.

Salary of a crisis manager

Salary should consist of fixed and bonus parts. The fixed part must be a substantial amount. If the company has signs of bankruptcy, the fixed part should not be less than 10 thousand US dollars per month. Immediately dismiss the employer's chatter that you need to start with a small amount, and then it will be increased at his discretion.

1. Fixed part of the salary.

I recommend using the following method. The base amount is set. Then the so-called management goals are determined - for six months and for subsequent periods. Under management goals I understand the results that you must achieve in a certain period of time: for example, bring the company to profitability, implement an ERP system, a billing system, create efficient branches. The achievement of each goal should be rewarded with a corresponding increase in the fixed part wages. For example, timely ERP implementation may imply a 20% increase in the base part.

2. Prizes. There are many premium schemes. I would like to recommend one of them. It is convenient to assign an annual bonus in the amount of 10% of net profit if the company was unprofitable, and 10% of the amount by which net profit increased if the company was profitable. This calculation is in line with business practice. Shareholders should understand that the CEO is de facto their partner and his wealth should be largely linked to the amount within which dividends are calculated.

Terms of your contract

As a rule, the employer is in a hurry and postpones all sorts of “little things” for later. However, do not be shy - the contract must be detailed, especially in terms of wages and bonuses. It is equally important to stipulate the situation when the General Director is fired at the initiative of the employer (the sum of the so-called golden parachute). Ultimately, it is beneficial for both the employer and the future General Director to come to an agreement “on the shore”. I know cases when the job is done, the General Director has invested intellect, resources in the enterprise, spent time, and the employer, who at the start promised (in words) a big bonus, reports that he paid the General Director a high salary and believes that this is enough. According to the stories of my colleagues, the leaders of the defense industry are especially guilty of this. One of the favorite tricks is to pay a bonus for the first year so that the CEO stays on for another year. And for the second year, when the company already looks like a candy, no bonus is paid. I have not been in such a situation, but I think that it should be treated philosophically: the employer is the client, and they don’t quarrel with the client and don’t sue, they just leave a bad client. The employer punishes himself: rumors spread instantly among managers, and the reputation will certainly suffer. As a result, the negative effect of non-payment will cost shareholders more than the payment itself.

Fifth column

When changing management, there is an objective risk of failure of key equipment and business process management systems (this is especially true for high-tech enterprises). Failures are most often caused by the actions of the dismissed leader, if he leaves his post not of his own free will. I recommend assembling your own team of professionals (outside the enterprise) who can restore the vital functions of the company in the event of sabotage or wrecking actions of the former leader. It is better to enlist the support of external specialists even if the shareholders part with the previous General Director in a good way: the price of risk is too high. Imagine, for example, the consequences of equipment failure or a billing system failure in a telecommunications company: thousands of customers will be left without communication, or the company will be unable to bill customers. I have always insured myself by enlisting the support of key people working in the industry, as well as financial director and an accountant. Forming such a team is not easy (as a rule, the people included in it work hard in their places), but it is absolutely necessary. Even before taking office, consultations should be held with team members, modeling possible problems and methods for their solution.

Rapid Restructuring Program

The crisis manager is required to carry out the economic recovery of the enterprise in a short time, that is, to improve the results economic activity. In other words, we are talking about operational rather than strategic restructuring (the purpose of the latter is to ensure high competitiveness in the long term). The economic crisis in different enterprises arises for similar reasons, therefore, solving the problems of enterprises requires well-known actions from the General Director.

Set up a control system. When you study in detail all the business processes of the enterprise, you will find that they are far from optimal. The actions of the company, divisions and individual employees resemble Brownian motion; there are unnecessary, overlapping divisions. The recipe in this case sounds as simple as it is difficult to implement: you need to introduce a new management system, combined with a new organizational and staffing structure.

Do not try to improve the company's performance within the old management system - it is impossible.

Only the introduction of a new system will allow you to achieve cardinal improvements. I have witnessed (but not participated in) at least a few failures in this area, costing many millions, and these observations allow us to draw a number of conclusions. The implemented ERM system should be as standard as possible for the industry - it is much cheaper and more reliable. In other words, avoid developing a system specifically for your "great" company. In my opinion, it is more correct to slightly adjust the structure and business processes of the enterprise to ERM (and not vice versa). Individual business process blocks may require specific ERM tweaks. In this case, first your employees (but not the specialists of the provider company) will have to describe the algorithms of the enterprise's business processes. Then these algorithms will be processed by the employees of the ERM provider, after which the repeated participation of your employees will be required - making the necessary clarifications. A multi-stage procedure will require a lot of time and effort, but otherwise business processes may be distorted.

Review relationships with partners. I believe this point does not require long comments. It is necessary to restructure relationships with service providers in such a way that they cost the company as cheaply as possible. Unreasonable transactions and transactions at prices above the market should be completely excluded. It is worth trying to find alternative service providers. All these actions are aimed at a significant reduction in the cost of services. For example, in a telecommunications company, we managed to reduce the cost of Internet traffic by several times in the shortest possible time. This was done through a reorientation to new providers, as well as through a cost reduction scheme with an increase in volume and an unlimited dynamic traffic acquisition scheme (assumes a decrease in the limit with a decrease in volume).

Upgrade equipment. This point is especially relevant for high-tech companies. I will give just one example from my practice. New telecommunications equipment provided more high speed data transmission. As a result of the upgrade, the volume of traffic consumed by customers increased by 40%. The benefit is obvious both for customers and for the company: customers got the opportunity to work much faster, and the company got additional income.

Interaction with the former CEO

In no case do not leave the former General Director to work at the enterprise! Not as a deputy, not even as an adviser in the state. Do not give in to any persuasion. Whatever this person is, he will try to prove that you are worse than him. The best option- agree with the former General Director that he will advise you for a decent remuneration, without being a full-time employee. In my practice, the consultation period took from two weeks to a month. During this time, it is quite possible to master a new job.

Tasks of operational restructuring

The general strategy during operational restructuring can be formulated as follows: it is necessary to ensure the generation own funds and raising sufficient borrowed funds to create competitive advantages, which in turn will subsequently ensure high competitiveness in the long term. During the period of operational restructuring, the increase in gross proceeds is not the main task. Moreover, the pursuit of gross revenue growth, which is so eagerly awaited by shareholders unsophisticated in the economy, can lead to failure. The fact is that the enterprise at this stage does not have the main factor for increasing gross revenue - competitive advantages. Let me explain using the example of a telecommunications company. Managers, instead of doing business, can drive sellers as much as they like, but they will not sell more if the company is not able to provide services in an uninterrupted mode and with the required level of quality - even traditional (not to mention modern).

What to do after taking office

The first thing to do is to fix the state of affairs at the time of your arrival. When transferring cases, I recommend that, in addition to the standard set of acceptance certificates, it is mandatory to sign a register of accounts payable and receivable. It should include the following data: the name of the company, the amount of the contract, the number of the contract, the subject of the contract (briefly) and a concise commentary on the status of the execution of the contract on the day of transfer. Thus, you will fix the state of debts at the time of your entry into office. This measure helps to avoid "skeletons in the closet". It happens that after a new General Director takes office, creditors with "properly executed" contracts appear and offer to pay them. Such situations arise if the former management continues to sign documents after the dismissal. Upon taking office, immediately begin a complete inventory of property - literally throw all your strength into it and complete it in the shortest possible time. Include representatives of the shareholders or the holding company in the inventory commission. The purpose of the inventory is to record the existing property at the time of your arrival and start appropriate procedures for the missing property. Starting to work, you will receive more and more reliable information about the company. As information becomes available, it will be necessary to refine the previously drawn up operational restructuring program. Usually, at troubled enterprises, many important issues for the company are not resolved or are resolved very poorly. For example, a business plan is often superficially written (it should include marketing, operational and financial plans), mission not formulated, not developed form style. Often a fundamental revision is required by the system of bonus rewards to employees, public relations, management of customer relations. In conclusion, I would like to emphasize once again that the management of an enterprise in a crisis is a most complicated process. Therefore, one more recommendation - do not try to manage a company in a crisis, if you do not have at least three years of experience in managing an enterprise in a normal business environment.

Vladimir Benda | Crisis manager, Moscow

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

What questions will you find answered in this article?

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

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

Accounting (tax) reporting comprise all Russian companies. This reporting includes the "Balance Sheet", "Profit and Loss Statement", tax returns and a number of other forms. It is interesting because it is subject to verification government bodies, which is why financial statements are the first thing 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 will hardly be able to adequately assess the situation in the company. That is why the company should also have either financial and management reporting, or just management reporting.

Financial statements Outwardly, it may resemble an accounting (tax) one. However, financial reporting has an important difference. It is compiled not for reasons of compliance with legislative norms and tax optimization, but focusing on the most accurate reflection of real financial processes in business. This applies, for example, to accounting for liabilities, write-offs of costs, depreciation, equity valuation.

Management reporting focuses on the internal aspects of the enterprise. For example, it can be any production data (such management reporting can be prepared for you by the production director), information about working with debtors and creditors, inventory data, and similar figures. While not 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 prepare management reports in small and medium-sized companies that do not hold all the data officially. In fact, only guided by management reporting, you will be able to evaluate real situation affairs in the company (see also Two principles of work with any reporting).

Key indicators of financial statements

Financial statements are usually prepared for large enterprises. At the same time, they are guided international standards financial statements (IFRS) or American GAAP. For managers of small and medium-sized companies, I recommend that the indicators described below be formed at least as part 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, it is on it that you need to pay attention in the first place. Return on sales, that is, the ratio of net profit to turnover, is never calculated on the basis of financial statements, here you need a financial report. If not, then you should analyze management reporting. An increase in sales margins is good, but a fall 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 a company can invest much more freely in long-term projects and spend money on business development and competitiveness. Success must be developed and consolidated. With low profitability, it is necessary to determine a set of measures aimed at either increasing sales or 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 and accounting reports. However, the conclusions will be different. Financial statements assess the quality of actual working capital management. The analysis includes the study of the following 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 sustainability of the business);
• receivables turnover (shows the average time required to collect this debt, respectively, a low value of the coefficient may indicate difficulties in collecting funds);
• turnover of accounts payable.

Inventories and receivables are funds frozen in the current business processes of the company. If they are large, then the company will become inactive, will bring shareholders low profits, and will require loans. But on the other hand, a decrease in inventories 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 financial management that the CEO should be interested in, not least will be the 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, it is necessary to determine the optimal value to which one should strive.

Analysis of working capital items based on financial statements (in particular, section II of the balance sheet " current assets”) will show you, for example, how well the document flow is established in the company. To do this, compare the turnover on the balance sheet with the turnover calculated according to financial or management reporting, 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, non-existent stocks, assets, and liabilities begin to accumulate on accounting accounts and, accordingly, in the balance sheet. For example, some costs have already been written off to production, but they are still listed in the balance sheet under the “Inventory” item. 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 financial position of the company in the long term. V 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 as new? This is relatively easy to check. Annual investments in equipment and transport should not be less than the depreciation of property (and usually more by 20-30% to compensate for inflation).
• What is the total liability of the company? What share of the liability do I take in the assets of the company? How much annual turnover covers liabilities?
• What is the share of interest-bearing debt (bank loans and other obligations on which a fixed interest must be paid)? How much does the annual profit cover the interest payments?

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

Management reporting

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

1. Report on performance indicators, i.e. physical volumes of work. The content of this report is highly dependent on the type of business. If this industrial production, then the report indicates the number of units of goods produced and shipped to customers. In trade, this can be either monetary sales figures or physical sales volumes for key commodities. In the project business, such a report can be based on the 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 it may reflect only the situation as a whole. The task of the CEO when studying these reports is to see the cost items that are growing unreasonably, and also to find that the company begins to sell some of the services or products at a loss. Accordingly, the cost structure is selected so that on its basis it is easy to formulate the tasks that need to be solved. A very common option is to structure all costs both by item and by place of occurrence (divisions, 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 to suit your business needs. However, for starters, you can use it without modifications (see. table).

Table. What reporting metrics should a CEO study

Name of indicator	Comments
Financial statements. Provided by the CFO, monthly. Changes in indicators should be commented by the financial director.
EBITDA (net operating income before income tax, interest on loans and depreciation)	This is an indicator of what is the net income from current activities. The money received can be spent on the development and maintenance of the current level of the company. If the amount of EBITDA falls, then there is a reason to think about downsizing the business or other anti-crisis measures. Negative EBITDA is a signal that the situation is very serious
Total debt coverage (ratio of net cash inflow to interest and principal payments)	This indicator should be greater than 1. Moreover, the less stable the receipts are, the higher the requirements for coverage. The extreme values ​​of the scale can be something like this: for sustainable production, values ​​​​greater than 1.1–1.2 are acceptable; for a project business with unstable cash flows, it is desirable to maintain a coverage of more than 2
Quick liquidity (ratio of current assets to short-term liabilities)	A value less than 1 is a reason to carefully study the situation and tighten control over the budget.
Inventory turnover period, in days (ratio of average inventory to sales volume)	It is studied, first of all, in trade. The growth of the indicator requires a discussion of the situation with the procurement policy
Management reporting. It is provided by the heads of the respective areas on a monthly basis. Profitability indicators are presented by the financial director.
Physical sales volumes	Goods are grouped into enlarged categories - 3-10 pieces. Heads of departments should comment on the change in sales in each category, if this change turned out to be more than the usual fluctuations in volumes.
Cost Structure	Costs are grouped by source (acquisition of materials, purchase of goods, rent, wages, taxes, etc.). Demand explanations if the values ​​for certain cost items differ from the usual ones.
Net profit (management profit, calculated taking into account all the actual income and expenses of the company)	It is necessary to determine the target level of profit for the company. You also need to compare current indicators with values ​​for the same period last year.
Return on assets (ratio of net profit to average total assets)	Reflects the overall efficiency of the use of the assets of the enterprise and the ability of the company to maintain the maintenance of its assets. Values ​​below 10% for small digs and below 5% for large ones indicate problems.
Financial statements. Represented by the CFO quarterly. Each value is accompanied by a similar indicator calculated from financial or management reporting.
Amount of accounts receivable	Deviations from the amount in the financial (management) statements require clarification by the financial director and, if necessary, putting things in order in accounting.
Amount of accounts payable	Similarly
inventory value	Similarly
The ratio of own and borrowed capital	For manufacturing enterprises and service companies, this indicator should be greater than 1. In trade, the indicator can be less than 1, but the lower it is, the less the company's stability.

Company through the eyes of a lender or investor

Last element financial analysis, which you can perform, is an assessment of the company from the position 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 version of the assessment includes:

• calculation of the company's credit rating according to the method of one of the banks;
• business value calculation. One way to calculate is to compare with other companies. At the same time, one or two key “value drivers” are determined and market coefficients for them are calculated.

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 before your eyes a good picture that reflects a strategic view of the state of affairs in the company.

It is known that a company working with a good bank or an 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 a deviation from the recommended indicators causes a tough reaction from the investor. Any company can achieve the same result. But for this you should rely more often in your judgments and orders on the data of financial and management reporting.

Two principles of working with any reporting

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

2. Learn only what you can manage. 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 leave him in the background. Of paramount importance are reports that can be directly used for the strategic or tactical purposes of the company and which can be used to calculate the degree of achievement of these goals.