Management analytics of the activities of subsidiaries and affiliates. Independent valuation of shares - services for valuation of shares of enterprises and companies

We thank the Department of Information and Public Relations of the Rosenergoatom Concern for providing this material.

"If changes are happening faster on the outside than on the inside, the end is near." Jack Welch, General Electric

The history of the formation of the control loop and the problems of managing subsidiaries

The history of the formation of the Concern's control loop has more than 15 years. The structure of financial investments in the authorized capitals of subsidiaries and affiliates of the Concern was formed on the basis of economic conditions, forms of ownership and existing heritage as a result of the transformation of line ministries and departments at the time of privatization.

There were more than 100 subsidiaries and affiliates in the Concern's management circuit. Territorial remoteness, the specifics of activities and the need to make independent decisions, taking into account local conditions, have always created difficulties for the Concern effective management subsidiaries and affiliates.

In 2011, the Rosatom State Corporation launched a project to optimize the ownership structure by getting rid of non-core assets, forming a balanced portfolio of financial investments that ensures the production of the Concern's main product - electricity and capacity, the main production business processes - technical support, repair and operation of nuclear power plants, commissioning, as well as auxiliary business processes - the fulfillment of social obligations to the staff of nuclear power plants located mainly in single-industry towns.

Currently, the Concern has 40 subsidiaries, affiliates and supervised organizations grouped into the Electric Power division as an integrating system (Fig. 1).

Rice. 1. Management area of ​​the Electric Power Division in 2015

The total volume consumed by the Concern services subsidiaries in 2015 amounted to 30.3 billion rubles, and the revenue of organizations operating outside the division was almost 60 billion rubles. At the same time, the distribution of the number of employees by sales markets for services is the opposite: 20 out of 23 thousand people work in the field of services for nuclear power plants. This distribution of personnel has a key impact on the management model of subsidiaries, since it requires taking into account not only the economic aspect of the activities of SDEs, but also the social, which largely forms the climate in the locations of NPPs as city-forming enterprises (Fig. 2).

Rice. 2. Volume and types of services provided by subsidiaries of the division

The end products of service subsidiaries are services and works such as repairs and Maintenance NPP equipment and systems, commissioning, scientific and technical support for NPP operation, as well as transport service, cleaning services, personnel outstaffing, IT infrastructure support, etc. All of them are components of the cost (tariff) of electricity and capacity - the final product of the Concern and are closely integrated into technological process NUCLEAR POWER STATION.

Service subsidiaries were created as a result of the withdrawal of auxiliary and service functions from the generating business for outsourcing, while with the obligation to maintain social package for staff at the level nuclear power plant. At that time, there was a clear understanding that the Concern, through its wholly owned subsidiaries, would be able to flexibly manage the cost of services, the number and workload of the withdrawn personnel, reduce the cost of technological raw materials and materials through the transfer of procurement functions to SDEs, primarily optimizing their costs.

Despite the Unified Sectoral Procurement System (UIPS) and the existence of long-term contracts with a fixed price, as well as a price rationing system through the establishment of planned economic indicators and declining indices, the real cost of SDC services is becoming more expensive every year. The key reason for this is the availability of boiler accounting and planning, the non-transparent cost structure of subsidiaries, as well as the inoperative system of resource planning and issuing orders in volume terms by type of service; in other words, there is no binding of the allocated financing limit to the volume of services ordered, the limits are formed on the basis of the “from what has been achieved” principle.

Financial, labor and material flows within the division are organized in such a way that, on the one hand, optimization of the Concern's need for services for itself, as a key customer, leads to a reduction in the cost of its final product, and, on the other hand, slows down the growth in the scale of production of subsidiaries as suppliers and bears the risk of undesirable social consequences.

The economic environment for the functioning of subsidiaries within the division has historically developed taking into account the following factors:

  • subsidiaries are required to act within the same scenario conditions as the management company - growth in business scale, labor productivity, increase in profits;
  • subsidiaries providing services to NPPs are almost 100% dependent on orders from NPPs and manage an undiversified portfolio. Services are closely integrated into the technological process of generating electricity and power as the final product of the Concern;
  • divergent interests of the management company and its subsidiaries, which is clearly expressed in the form of unbalanced goals and indicators (for example, service subsidiaries and affiliates try to increase revenue from sources in the Concern, but they are limited);
  • functional “overregulation” that does not allow SDCs to independently make management decisions (crossing areas of control);
  • the rules and regulations of the Unified Industry Procurement Standard impose restrictions on the ability to manage the cost of services provided by SDCs in order to optimize them;
  • the presence of external significant participants in economic relations, who also have the opportunity to influence the activities of the subsidiaries of the division, - other shareholders, government agencies, suppliers and partners.

Thus, objectively there is an imbalance between the corporate interests of the management company and the interests of its subsidiaries, the purpose of which is to make a profit. "External challenge" for subsidiaries and affiliates: under given scenario conditions, increase operational efficiency and diversify the portfolio of orders (Fig. 3).

Rice. 3. Terms of interaction with subsidiaries

Corporate governance instruments of subsidiaries

An effective model for managing subsidiaries should be based on at least two basic principles:

1) the organizational and legal principle of management - “what has the right to do”, “what it can require”, “what it can achieve” Management Company from subsidiaries in accordance with the law, primarily in the field of corporate law;

2) managerial (economic) principle of management - “what and how should be organized” by the management company in order to implement the necessary managerial impact on SDCs without resorting to hard corporate principle. At the same time, corporate legislation in this case is an external restriction and determines the scenario conditions for interaction.

The Concern created the so-called "system of 5 controls" (Fig. 4) operating on the basis of centralization of the management functions of subsidiaries and affiliates. Its essence is that, depending on the task in the process of adopting management decisions management company in relation to SDCs, either all key managers included in the system are involved, or partially, depending on the functional affiliation of the decision being made.

Rice. 4. System 5 controls of subsidiaries

The management decision-making system in relation to SDCs is built on the principle of joint and several liability of the key managers of the Concern as a management company, namely:

  • production control - an institute of business curators was created - carriers of basic production competence for the activities of the supervised subsidiary. The key task is to set targets production tasks and definition of development strategy, monitoring and risk prevention;
  • budgetary control and plan-fact analysis of the current state - within the framework of the financial and economic block of the Concern, structural subdivision for economic management of subsidiaries and affiliates. Its key task is to monitor and analyze the financial and economic performance of SDEs, forecast and prepare analytical information for making management decisions, including in the field of investment management of SDEs, participate in the development of decisions of the Board of Directors on asset management, profit distribution, and development strategies;
  • functional control - monitoring and analysis of the dynamics of operating indicators of subsidiaries and dependent companies in the following areas: personnel and social policy; procurement and compliance with the requirements of the unified sectoral procurement system; liquidity management and execution financial policy; control investment projects and identification of funding sources; implementation of a unified accounting policy and minimization of tax risks;
  • corporate control - formation of bodies corporate governance subsidiaries, management of equity capital, implementation of the dividend policy, formation regulatory framework on regulation of interaction with subsidiaries and affiliates;
  • internal control and audit - a system for managing the reliability of information submitted to the Concern for compliance with the law, internal corporate local regulations, auditing the execution of the adopted management decisions, carrying out internal investigations.

Internal corporate mechanisms have been built to ensure manageability and transparency of the Concern's financial investments in the assets of subsidiaries, to determine the possibility of obtaining reliable information about their value as businesses and make appropriate management decisions.

Economic management tools for subsidiaries

At the moment, the management of the economy of the subsidiaries of the division is carried out through the construction of a single information space - a system of management accounting and reporting, based on regulations budget process, plan-fact analysis and forecasting within the framework of the methodology of the State Corporation "Rosatom".

The unified management accounting and reporting system makes it possible to form scenario planning conditions based on the mutual interests of the Concern and SDCs, to determine target values ​​of balanced financial and economic indicators, which would be impossible without prompt quarterly monitoring of the current state of SDCs’ activities in key areas and performance indicators (Fig. 5).

Rice. 5. Objects of economic management of subsidiaries

The management reporting of subsidiaries, having passed through the examination according to the "5 control system", is submitted for consideration by the Budget Committee, Investment Committee, Board of Directors (depending on competencies), as a result, the Concern, as a management company, takes the appropriate corporate solutions. The adoption of decisions gives grounds for subsidiaries to take legally significant actions, and for the management company (Concern) to monitor their implementation (in 2014, 229 decisions were made, in 2015 - 270, including those related to the payment of dividends). Dividend flow in 2015 increased by almost 3 times compared to the previous year.

In addition to the system for analyzing financial and economic indicators, at the end of 2015, the financial and economic unit of the Concern initiated the project “Implementation of a program to improve the operating efficiency of SDCs for the period of 2016-2018”. When implementing this project, the subsidiaries of the division developed specific measures for key functional areas of activity (Fig. 6), determined the deadlines and those responsible for their implementation on the ground. Also, a methodology for building programs and a package of reporting forms were developed, and “points of growth” of SDCs were identified in the following two areas:

1) at the expense external factors- reducing dependence on orders from the Concern and searching for new sales markets, expanding the scale of activities, diversifying the portfolio of orders (new products), a new pricing policy;

2) due to internal factors - reducing the unit cost of the final product, restructuring business processes (including the centralization of management functions).

Rice. 6. Objects of economic management of subsidiaries

The total estimated economic effect from the implementation of the planned activities is the growth of the total free adjusted cash flow(AFCF, selected as an integral criterion) SDCs of the division, which is estimated at a level of at least 15% in 2018 compared to the fact of 2015.

Monitoring the implementation of the declared economic effects from the implementation of the program to improve the operational efficiency of SDCs is carried out through statistical forms reporting on the implementation of measures as of the reporting date, clarifying the estimated effects, analyzing the impact on the current and forecast budget parameters of subsidiaries, developing proposals for adjusting measures.

conclusions

At present, the division's subsidiaries' management system provides operational monitoring of key business processes within organizations. Besides:

  • the order of functional interaction is regulated;
  • unified management reporting formats have been developed;
  • the traditional functions of the budget committee of the management company have been transformed into a decision-making platform based on the “here and now” principle;
  • the decision-making process on the distribution of profits has been transferred to technology (dividend policy is linked to investment strategy, a system of control over sources of financing);
  • control over the activities of subsidiaries was brought to the level of the General Director of the Concern.

The management model of subsidiaries depends on more from the tasks set by the management company, production role subsidiaries in the value chain of the final products of the holding and the interest of the management company to observe the community of mutual corporate and economic interests.

Stanislav Dzhaarbekov Managing Partner of Chernik, Dzhaarbekov and Partners CJSC (MCFER-Consulting Group)
Journal "Financial Director", No. 9 for 2011

If a management contract is used to finance a management company, then when determining its value, one must be guided by the same rules as when calculating the remuneration to the head - to an individual. The amount of such payments should not change from quarter to quarter. Otherwise, this will attract the attention of the tax authority and may become the basis for recognizing expenses as economically unjustified. This problem can be solved if, in addition to the fixed part of the payment under the contract (market wage manager of the appropriate rank plus overhead costs and a reasonable level of profitability) set the variable. Its size will depend on the results achieved. Such a result may be an increase in profits above a certain percentage, an increase in capitalization, or the sale important projects. But not revenue - linking the variable part of payments to the management company with this indicator will most likely cause tax authorities to doubt the validity of expenses.

Lease assets to your own companies

Assets significant for the group can be transferred to the balance sheet of the management company and leased to subsidiaries. This method, in addition to the actual financing of the management company, will allow centralizing important assets “in one hand”.

Leasing fixed assets is one option. It is most suitable for manufacturing companies. The scheme is like this. The management company acquires fixed assets and then leases them to subsidiaries. Thus, part of the holding's resources is centralized for subsequent redistribution. The management company receives control levers for its subsidiaries, but the latter remain independent profit centers.

Accounting and taxation with this method are relatively simple, and tax risks are minimal. The only thing to keep in mind is that when calculating lease payments, you need to focus on the market price or use the “cost plus” method. And from 2012, apply the provisions of Law No. 227-FZ. This will help you avoid charges.

Another option is royalties. For example, a plant produces goods under a trademark, the rights to which it received under a license agreement from a management company. It pays royalties, the amount of which is determined as a percentage of the proceeds received as a result of the sale of such products. Of course, the amount of royalties must be reasonable.

If the production companies of the group already own trademarks, then it is possible to transfer them to the management company (alienation in its favor). But again, such alienation is best carried out at market prices. An interesting case was when the license fee was set at about 1 million rubles per month. At the same time, the actual cost of the trademark was 400 rubles, and the estimated value, at which it was contributed to the authorized capital, was 182 million rubles. The tax authorities recognized such expenses as economically unjustified (determination of the Supreme Arbitration Court of the Russian Federation dated 01.25.07 No. 121/07).

When attraction borrowed money and investments for the companies of the group are handled by the management company, it is possible to redistribute the attracted resources on the basis of loan agreements. So the management company will earn on interest and thereby finance its expenses. But it is worth remembering the limit set tax code. The maximum amount of interest recognized as income tax expense depends on the currency in which it is issued. If in rubles, then the limit is equal to the refinancing rate of the Central Bank of the Russian Federation multiplied by 1.8. If the loan is issued in a foreign currency, then the refinancing rate is multiplied by 0.8. Such rules are valid from January 1, 2011 to December 31, 2012 inclusive (paragraph 3, subparagraph 1.1, article 269 of the Tax Code of the Russian Federation).

Pay dividends

If the management company owns shares in the authorized capital of subsidiaries, then its expenses can be financed through the payment of dividends. The main disadvantage of this method is that dividends are transferred no more than once a quarter and only if the "daughters" have a profit (clause 1, article 28 of law No. 14-FZ and clause 1 of article 42 of law No. 208-FZ ). Another negative moment- high tax burden. First, the subsidiary will pay income tax (20%), and then, when transferring dividends, it will withhold another 9%. But in Russian holdings rate may be zero. To do this, on the day the decision to pay dividends is made, the management company must continuously own at least 50% of the share in the capital of the subsidiary for 365 years or more. calendar days(signature 1, clause 3, article 284 of the Tax Code of the Russian Federation). This rule has been in force since January 1, 2011 in respect of dividends accrued based on the results of the activities of organizations starting from 2010.

Yet, unlike service and asset contracts, dividends do not maximize the reduction tax losses holding. Management costs are "lost" for tax purposes and if tax authorities prove the fact of providing a gratuitous service, you will have to pay VAT. And subsidiaries will also pay income tax on the service received free of charge.

(Baranov K.)

(“Shareholder Bulletin”, 2012, No. 12)

HOW TO GET THE BEST CONTROL

FOR THE ACTIVITIES OF SUBSIDIARY AND ASSOCIATED COMPANIES?

K. BARANOV

Baranov Kirill, expert of the magazine "Joint stock bulletin".

Methods used in the technology: organization of control over the actions of the management of a subsidiary/dependent organization; limiting the powers of the directors of the subsidiary; creation of a contractual policy in the controlled structure; development of a scheme for the protection of intangible assets.

Participants in the process: CEO parent company, head of a subsidiary, specialists in the management of subsidiaries and affiliates.

In accordance with Art. 6 of the Federal Law of December 26, 1995 N 208-FZ (as amended on July 28, 2012) “On joint-stock companies» (hereinafter referred to as the JSC Law), a company is recognized as:

- child, if other (main) economical society by virtue of the predominant participation in its authorized capital, or in accordance with the agreement concluded between them, or otherwise has the ability to determine the decisions taken by such a company;

- dependent, if another (predominant) company has more than 20 percent of the voting shares of the first company.

What resources does the company have?

1. Staff.

2. Means of production and money.

3. Intangible assets (organizational, social informational resources including knowledge).

Speaking about the management of SDCs, we most often mean a complex system with various components: personnel, means of production and finance, intangible assets. And in each case, this list can be individual. The main thing is that the process of distribution of these resources should be properly controlled. How is this control ensured?

Rule N 1. Organize control over the actions of the management of a subsidiary / dependent company. This way you avoid risks.

In accordance with Art. 48 of the JSC Law, the parent company has the right to transfer to the competence of the board of directors of SDCs next questions:

— increase in the authorized capital of the company by increasing the par value of shares or by placing additional shares;

- education executive body society, early termination of his powers.

As practice shows, strictly following the law in this case is risky. It is better if the parent company itself forms the management bodies of its "daughter". This will help avoid the risk that most often occurs when remote management is created by top managers of a competing business, the so-called clone society.

Rule No. 2. Limit the actions of the heads of subsidiaries and affiliates and record this in the company's documents.

The competence of the board of directors includes:

1) determination of priority areas of the company's activities;

2) convening annual and extraordinary general meetings of shareholders, except for cases when other bodies may act as initiators;

3) approval of the agenda of the general meeting of shareholders;

4) determination of the date of compiling the list of persons entitled to participate in the general meeting of shareholders, and other issues within the competence of the board of directors (supervisory board) of the company;

5) placement by the company of bonds and other issue-grade securities.

Please note that this list is not complete. The list of issues within the competence of the board of directors is not exhaustive, the legislator left the list of such issues open.

The loyalty of the staff to the management, of course, can ensure the effectiveness of control by the latter. But this approach is too risky. Relying on loyalty alone, it will be extremely difficult to resolve an unexpected conflict between the heads of the subsidiary and the parent company. In order to minimize risks when interacting with a subsidiary, one should consider the issue of limiting the powers of its head and, as a result, determine the grounds for holding liable. In those subsidiaries where the parent company has a 100% participation in the authorized capital, control is usually exercised over the activities of the sole or collegiate management body. How can I do that?

First, by limiting the legal independence of the governing bodies of the subsidiary.

Secondly, by prescribing restrictions in the employment contract with the top manager of the subsidiary.

Thirdly, by exercising operational control over the activities of top managers of the subsidiary.

Let's analyze each of the methods in detail. Limitation of the legal independence of the executive body is allowed by the JSC Law. In accordance with Art. 69 the competence of the executive body includes all issues of managing the current activities of SDCs. You can provide in the charter for a procedure for preliminary approval of a transaction or a decision. Use, for example, the following wording: “Without prior agreement with general meeting shareholders, the CEO is not entitled to:

1. Conclude transactions directly or indirectly related to the alienation, acquisition or encumbrance of the property of the company, if the price of such a transaction or a set of transactions is equal to or exceeds 1,000,000 rubles.

2. Conclude employment contracts and issue orders for hiring or dismissal from work for (or from) positions: Deputy General Director, Chief Accountant, financial director, commercial director, production director, etc.”

Please note that it is extremely important here to be precise in determining the actions that limit the activities of top managers. Avoid vague wording and phrases that cause double interpretation.

The same restrictions should be fixed in the employment contract with the head of the subsidiary. By the way, it will not be superfluous to register the latter in the staff of the parent company by concluding a part-time contract. So, in case of abuse by the director of a subsidiary of its powers, the parent company will be able to recover the losses caused to the "daughter". And even apply disciplinary sanctions against him.

Pay attention in advance to the contents of the documents that regulate the work of the CEO, namely:

— labor contract;

- job description.

Such a scheme of working with the head of a subsidiary will keep him in good shape and limit his freedom of action. Feeling behind my back a non-abstract shareholder in the form of a huge, clumsy corporate structure, and a specific person (curator) who gives him direct instructions, this will allow the director of the SDC to realize his position. The CEO of the parent company can become the curator here. And you should not entrust this right to someone else.

AT job description, in addition to restrictions, it is necessary to prescribe the functions and structural subordination, as well as to fix the provision on the mandatory implementation of the orders of the immediate supervisor - the curator.

As a result, you should get a system that functions autonomously: the general director of the subsidiaries and affiliates makes decisions, promptly coordinating them with the curator. The parent company retains control over the resources of the subsidiary to the extent necessary and reflected in its charter.

Rule No. 3. Develop a contractual policy in the subsidiary that could become an effective tool for controlling finances.

What is important to know here? That contractual policy a subsidiary can prevent the withdrawal of finances through the unauthorized use of production equipment, its sale, collateral, etc., as well as the sale of products at inflated prices. We are talking about a certain document that determines the actions of employees of subsidiaries and dependent companies when concluding contracts for the main economic activity. Please note that the policy, as a document regulating the internal procedures of the subsidiary, is approved by the parent company.

What might such a document include?

First, the criteria for selecting contractors.

Secondly, the procedure for identifying the counterparty.

The criteria for selecting a counterparty should contain not only information on how to most profitably sell the product (service) produced, but also how to establish requirements for the future party to the transaction.

Such criteria may include:

— prescription of registration of the counterparty as legal entity, in other words, how many years has been working on the market;

- information about the personal composition of the governing bodies;

— information about the origin of the counterparty's capital (borrowed or owners' funds).

The identification procedure regulates the actions to obtain information and documents from a potential counterparty. Usually these are documents confirming the authority of the governing bodies, charter, certificates, etc. Please note that they should be requested in the form of copies certified by the seal of the counterparty. In order to avoid the risks of providing false information on the part of the top manager of the SDE, it would be good to oblige him to show these documents to the curator for their approval.

What else is important here is the content of the contract for the main business activity: the sale of goods or the provision of services. To secure, develop a standard form of contracts. In addition, establish a rule under which the procedure for amending the form of the contract will be made with the prior consent of the main company.

Rule No. 4. Be sure to protect intangible assets. These include information and intellectual property. For example, a trademark. To begin with, it would not hurt to study the law for the legal protection of such assets: the federal law No. 152-FZ of July 27, 2006 (as amended on July 25, 2011) “On Personal Data”, Federal Law No. 98-FZ of July 29, 2004 (as amended on July 11, 2011) “On Trade Secrets”. Again, refer to the norms of Part IV of the Civil Code of the Russian Federation, which, as we remember, governs the protection of intellectual property. It is advisable to assign intellectual property rights to the parent company. And use trademark organized by a subsidiary structure on the basis of a license agreement. By the way, in accordance with paragraph 5 of Art. 1235 Civil Code, such an agreement may be gratuitous. This means that the subsidiary will not incur additional costs for the use of the trademark.

Attention!

The parent company needs to determine what information has commercial value. This may result in the creation of an appropriate provision on the trade secret of a subsidiary. By the way, this document is approved by the head structure. In addition, a non-disclosure agreement should be concluded with all employees of the subsidiary organization, where it would be good to include the actual list of information that constitutes trade secret. So, in the case of a confirmed fact of disclosure of information to competitors, the subsidiary will be able to recover damages from the employee. If the structure of the company is highly branched and there are many employees of different levels in it, it would be good to prescribe in the provision the conditions for granting them access to this or that information. For clarity, such information can be presented in the form of an appropriate matrix.