board of directors

Introduction. The role and importance of the board of directors in the strategic process has long been considered in practice and in corporate law legislation. Theoretical analysis. The ambiguous distribution of the role and degree of the senior corporate management participation made it possible to identify four models of the board of directors’ participation in the strategic process, which reflect the primacy of the board of directors and the primacy of management in the strategic process. Еmpirical analysis.

Introduction. For a long time, the board of directors of Russian corporations had a formal character, manifested in weak interpersonal relations between council members and in a formal approach to performing functions prescribed by Russian law and the Corporate Governance Code. The cause of formalism was the merging of property and management in Russian business, namely, the formation of a model of insider capitalism, as well as the general misunderstanding by the owners of the functional of the board of directors.

The paper is about problems and essential characteristics of the board of directors in Russian corporations. The author offers directions of improvement of the board of directors activity according strategy and control functions; advise to improve professional and personal qualities of directors, change an order of the work, and to improve the control and recompense system of the directors.