The art of management or how to organize competent management of a company?

Efficiency modern enterprise directly depends on the correct organization of management activities in it. Every business started must have clearly defined tasks, the fulfillment of which must be strived for in order to obtain a positive result. Let's imagine for a moment flying an airplane. What will happen if the crew does not work harmoniously, and the goals of each team member differ from each other. Of course, the aircraft will simply crash. Just as the crew of an airliner has a single goal - to transport passengers safe and sound, so an enterprise should have a single goal - business success for the benefit of all participants in the process.

It is not for nothing that experienced owners and managers of large enterprises call the personnel management system the art of management. Fine organized work and a clear distribution of responsibilities ultimately brings positive results.

Where does competent company management begin?

Competent management in modern business involves strict adherence to assigned tasks in order to make a profit. This is very important to understand. Profit is the “cornerstone” that is either the basis for financial success or the destruction of a company. Of course, the production production tasks- not an end in itself. The main thing is that all actions performed locally are aimed at the general well-being and prestige of the company.

So, without registering an LLC or individual entrepreneur, it is impossible to open your own business. This required condition the existence of a pharmacy, car service, fashion salon and other enterprises. The future business owner confidently moves towards his goal, visiting all government licensing authorities and services. If for some reason the entrepreneur does not have time to do this personally, he can turn to legal support specialists regconsultgroup.ru. By delegating his goal to another person, the owner, however, ultimately has a positive outcome - the enterprise begins to function. This is how the goals of completely different people and enterprises are combined.

One, two... thousand

If a company consists of two or more people, then its success in the professional sphere will depend on how these people communicate with each other, how harmonious and useful their corporate relationships will be. There are companies with hundreds, thousands of employees. It is in such corporations that there is a communication problem and a business management problem.

In addition to following goals and completing tasks, each participant in the process must be personally interested in the prosperity of the company. In management lexicon this is called “personal motivation.” World-famous corporations, whose products are sold in huge quantities, have a clear system of motivation for specialists at various levels. Whatever one may say, the “carrot and stick method” is still used today. Competent management has an almost perfect system of penalties and rewards, which works as regularly as a clock. It is enough to eliminate this system, and the work of the enterprise will turn into chaos.

Of course, there are quite a few subtleties of enterprise management, the main ones of which are mentioned above. The main thing to remember is that the success of the company depends on the unity of purpose of all participants in the process, constant and constant control and a well-functioning system of social communications.

A bad soldier is one who does not dream of becoming a general. All your adult life you have strived for this, you have strived to manage. First, a small department, then a division, and now you are appointed to the most responsible post - the head of the company! Or another option. You have your own small business which grows and develops, you are initially the head of the company.
It’s just that the theater begins with a hanger, but the company begins... No, not with the office reception, but with the boss.
Every enterprise needs competent management, which should be aimed at the effective production of the goods or services produced. The goal here is not only the financial return from the company, but also qualitative current goals, even if they do not lead to profit.
According to the ideas of the ancients, the earth rests on three whales or elephants. But you and I have known since childhood that the Earth is a ball, or almost a ball, that revolves around the Sun and the management of the company rests on a much larger number of these animals.
Every company is a system. The system is not simple, but manageable. Team of specialists for efficient work needs management and without a leader and organizer they simply cannot work. In order for the name of your company not to be synonymous with the expression “Wasted work,” you need to work every day and every minute of working time to increase labor efficiency and financial returns.
No enterprise can manage itself; it is managed by a system of management personnel - company managers.
What difficulties may be encountered on the path of management?
Firstly, in any company, even the simplest one, there are employees who are sometimes difficult to manage;
Secondly, the impact of external environment the enterprise, although minimal, is also poorly manageable;
Thirdly, as the scale of the organization grows, it becomes less and less manageable and itself begins to direct the goals of the boss, trying to divert him from completing the assigned tasks.
Managing a company, first of all, means such an impact that would contribute to the achievement of business goals in a changing environment and without significant losses. Most often, the goals set by the company's management are to conquer a certain segment of the market for goods or services or to obtain the necessary financial profit. At its core, leadership is about maintaining the stability of some indicators while increasing others.

Functions of the management system - enterprise management

The first and most important thing is decision making. This is precisely the prerogative of the boss and this is where management begins. The most difficult part of this is personnel management. After all, a person is not a machine and you cannot put software into him.
The second function is the organization of work. After the manager has made a decision, the correct distribution of powers between his subordinates, whether deputies or heads of departments, comes to leading positions.
But, unfortunately, subordinates do not always accurately and quickly fulfill their assigned duties. And here the third function of management appears - regulating work and monitoring its implementation. The need for this is sometimes determined by the contradiction between various instructions, various external influences and malfunctions due to reasons beyond the control of the performers. The organization of feedback - from subordinates to the manager at the next stage of work becomes one of the main links in the chain of competent management. It provides accounting of current work and allows the boss to always keep a finger on the pulse of the company's activities.
Let's sum up the intermediate results. The conclusion from all of the above suggests itself as follows: the company will develop successfully with well-set goals, timely decisions, proper organization of work, and monitoring the ongoing implementation of assigned tasks.
The next question that automatically arises for the future or current head of the company is what should he be like? What management methods and styles can and should be used to effectively manage a company? What demands does life make on a manager every day?

1. The leader must be a psychologist. Creating a favorable environment in the workplace for each specialist, ensuring a healthy climate in the team, establishing strong contacts between employees of the enterprise - all this contributes to the growth of productivity and quality of work, contributes to the formation of creative initiative, and gives no less, but even greater production effect than implementation latest technologies for mechanization and automation of labor.

2. The main human qualities of a leader are restraint, politeness, tact, self-criticism, self-discipline, exactingness, sensitivity - this list can be continued endlessly. The ability to restrain the manifestations of one’s mood, not to allow rudeness in communicating with subordinates, the ability to objectively evaluate one’s activities and the activities of one’s employees, critically evaluate one’s shortcomings - all this and much more contributes to the development of the correct style of managing a company.

3. Professional qualifications. Thorough knowledge in various areas of the company's activities, economic, managerial, technical, political knowledge and skills are the distinctive features of a boss, a good boss. Dynamic adaptation to rapidly changing business conditions, increasing the level of skills, knowledge and abilities contributes to the successful work of the entire team.

4. The ability to create a cohesive team around yourself - competent selection of personnel for the promotion and successful operation of the company. From this follows the competent organization of labor of workers at all levels, their motivation for effective work in their workplace and the entire company as a whole.

5. The boss’s motto should be “in any case, there is an opportunity to do better than before,” or “there is no limit to perfection.”

6. Value your time and the time of your subordinates. A clear statement of goals and objectives will help you with this, main idea message that you want to convey to your employees. Here you will also need the ability to listen and not interrupt, organize your working time and follow the plan without significant deviations.

Every leader knows that bosses are not born, they are made. Thanks, for example, to a passionate desire to become a boss, but most likely thanks to the leadership qualities inherent in childhood, multiplied by education, worldly wisdom and acquired experience.

Human resource management is a critical issue that business owners and managers are bound to face. Employees cannot always find a common language; sometimes the situation becomes revolutionary. If you choose the wrong tactics, you can provoke hostility.

“Business owners and executives who do not have the full range of business management tools will not succeed. The solution lies in control technology. I do not recommend skydiving without prior training. Also, don’t try to run a business without certain tools and skills,” - Mark DeIulio, Vanguard Management Systems, Inc. (USA).

Communication in business

One of the most important problems that every company owner or manager inevitably faces is human resource management. Managers daily face situations within the company in which they have to manage relationships with employees.

Employees, each of whom has a unique set of personal qualities, can make a manager feel helpless. As a result, some managers develop a cynical attitude towards subordinates or, what is much worse, a desire to impose their will and manage through threats.

In this case, it is no longer important that the manager manages to control the situation, since with such management it is impossible to achieve maximum performance due to the hostile attitude of the majority of employees.

A modern manager must understand people and be able to communicate with them. It must be clearly understood that people are increasingly less likely to accept harsh management methods and aggressive attitudes of managers. When approaching a manager with work-related issues, employees expect to receive instructions or recommendations in a restrained and constructive manner, rather than scolding or threats.

If the manager fails to establish an atmosphere of openness in the team, instructions will not be heard. The situation is similar to communicating on the phone with a weak signal - it is uncomfortable to continue such a conversation, and everyone is trying to find another way to communicate.

It's safe to say that in a company with poor communication, productivity will steadily decline, which means growth will stop, and financial problems will soon arise. This is evidenced by long-term observations of companies with low income– they are usually managed by managers with communication problems.

Such managers believe that their subordinates will find right decisions or they try to hire only highly qualified specialists who practically do not need guidance. In theory, this seems like a good solution, but in reality, managers simply avoid solving the problem. Sooner or later, the question arises about the effectiveness and necessity of such a manager.

Administrators who manage to establish communication within the company find immediate positive results.

First, employees are more willing to share their work problems. At first glance, there is nothing good about this, but you need to understand that such communication is necessary.

If you manage to create conditions under which employees can safely tell the truth, problems will be revealed that the manager was not aware of before. Such discoveries can be upsetting, but if difficulties are not identified, they will become a chronic condition and it is unknown what consequences they may lead to.

Secondly, in the future, employees will be able to tell the manager about new problems without fear, and they will stop accumulating.

Management Tools

Without sufficient knowledge of management technology, managers are often inclined to view their work as a complex set of changing quantities without certain parameters. Meanwhile, there is a well-known set of tools that make management effective.

An employee who reports a problem to a manager should be asked to think about a solution on his own, if necessary, investigate the problem, find a solution and present it to management. This is a tool, because with this approach:

• The employee takes on part of the responsibility.
• The manager does not necessarily have to take on the solution to all problems in the company.
• An employee who has a thorough understanding of the situation can find the optimal solution to the problem.

Most managers prefer to make all decisions themselves, without assigning responsibilities. This leadership style does not allow the company to develop quickly.

Another tool that many people are unaware of is the use of statistics. Managers, without having effective tools for diagnosing the situation, are guided by emotions, other people's opinions, rumors and random events. None of these methods can be considered either accurate or effective. One of the most important administration techniques is the use of statistics (admin). It should not be confused with statistical data analysis.

According to the admin method, employees must analyze the situation, determine the most effective statistical methods and apply them in their work. The company should develop a simple and accurate statistical system. In practice, managers waste time trying to find a way out of difficult situation without having reliable information about the situation. At this they panic and decide to go in a simple way, tightening financial control. This decision is made under the influence of emotions and cannot be correct.

The statistical system must be applied at all levels so that the progress of operations can be quickly ascertained. If an employee keeps performance statistics, he himself can assess how effective his activities are. Further statistical analysis transferred to the manager.

There is a direct connection between accountability and responsibility. Failure to get employees into the habit of reporting their actions can cause problems later on.

Seven-level organizational system

As early as 1965, Hubbard explored the basic models organizational structure, applicable to any company. The result was the conclusion that any company should be based on 7 divisions. If each department is not operating at full capacity, the company will have problems.

One of the most important departments should be responsible for quality control. Of course, high quality work leads to the prosperity of the company. Many companies believe that they have achieved high quality work without having reliable system quality monitoring. A company that does not notice its mistakes loses customers. At the same time, the company's management does not realize its guilt in what happened.

Another vitally important unit is the department external relations responsible for ensuring information flows. It seems incredible to many managers that the flow of services and revenues never moves faster than the flow of information. When you make increasing your income your top priority, remember how often you've thought about paying attention to the flow of information first.

To make company management truly effective, learn about the functions and tasks of each department and learn not to neglect any of the areas.

We know how the transfer of the business to a hired manager or the owner’s retirement from business can result. We often hear “horror stories” about how “the owner hired a hired director, but he failed the business, after which the owner himself restored the business - and so on several times in a row” or “the owner hired a director who turned out to have a temper and demands freedom.” . In such a situation, the owner has questions: how to find and how to motivate a director? And most importantly, how to control it? But first, he needs to understand that the owner of a business is also a position.

Our business, in general, is still young, and not all owners have managed to develop the skills to effectively control it. In fact, everyone acts by trial and error and pays very dearly for gaining new experience. But along with this, many companies can already be classified as mature. They are characterized by the presence of a regular clientele, a clearly defined list of products offered to the market and stable profitability. In this state of business, its manager faces problems of a new level, which he is not always able to cope with. One of them is interaction with hired top managers.

TECHNOLOGIES FOR WORK

Typically, managers try to solve business development problems by introducing new technologies. However, both the restructuring of the company and the writing job descriptions do not always give the desired effect, and the use of techniques that are successful in the West can even lead a company to failure.

We do not campaign against the use of Western technologies in our conditions. But not everyone is able to successfully apply at least their elements. This is largely due to the large differences between their (Western) employees and clients from ours. Western business schools annually graduate a lot of specialists with an MBA degree, and they are similar, like parts from the same construction set. They are easy to interact with and can be used to assemble various designs. We don't have that. Our employees are more like parts from different designers. It’s not so easy to build something typical out of them.

Foreign experience in business control shows that this problem has not been fully resolved there either. Suffice it to recall the bankruptcies of Enron and WorldCom. And in the books of the famous marketer Jack Trout, there are many examples of how global giants lost in the market only because of the lack of ownership control over new marketing endeavors.

In the described situation, business owners need to build a control system on their own, without particularly counting on copying someone else’s experience. And first of all, it is necessary to organize effective control.

BUSINESS OWNERSHIP ZONES

First of all, you need to understand: in our conditions, the owner of a business is a position!

The peculiarity of this position is that its functions are often divided between the owner and managers, and as a result, it seems to dissolve between several people who may have different and even conflicting interests.

We specifically use the term “business owner” rather than “proprietor” to highlight the differences in their roles.

You cannot be a business owner. You can be the owner of shares, money, property, brands, know-how, etc. But all this is not a business, these are only its resources. To turn resources into a business, you need to make them work in the interests of customers, partners and employees. This role is usually filled by top managers.

In different firms, the influence of owners and owners is distributed differently. For example, in joint stock companies where there are many small shareholders, top managers actually become business owners.

There are many cases where managers “stole” a business from the owners, for example, registered competing companies or brought the company to an extremely poor state, while receiving quite good personal income. This indicates that they were actually the owners, not the owners.

Being an owner means controlling only one of the areas of business ownership (see Table 1).

The second zone of business ownership is activities to maintain it and establish the necessary connections. Typically, top managers are involved in organizing the work of a business. And in fact they begin to play the role of co-owners, even without having a share in the property. This role is usually short-term, and they can act based on their temporary interests. Often the divergence in the interests of the top manager and the owner is so great that it harms the business.

The third area of ​​business ownership is the core ideas on which it is based. These include the concept of a particular business, its brands, the system of relationships with employees, etc. Changing ideas can significantly distort the business, not for the better. In Russian practice, not only top managers, but also marketers, advertisers, and HR managers actively try to influence business ideas. If this is done without proper oversight by the owner, strategic areas of the business may become under the control of individual employees.

To integrate work across different areas of business ownership, it is helpful to create a business owner manager position and an owner department. Some employees of the company may become part of the owner's department part-time. In any case, it is better to coordinate the work that goes into “owning a business” than to leave it to chance.

In order for him to be the owner of a business, the owner must perform the corresponding functions - the functions of the owner. Otherwise, the property may turn into “nothing.”

OWNER'S RESPONSIBILITIES

The main responsibilities of the owner are control and development of the business. When we talk about them, we mean the owner’s influence on the business, which brings it to the state the owner needs. If the state of your business is as desired, then you are in control.

If the business suffers losses or there is little dynamics in its development, then, most likely, control is insufficient. Business control is influencing the business, and not just auditing it and tracking indicators.

Practical work with owners has shown that many of them do not fully understand their responsibilities (opportunities) for positive business control. Most have only a superficial understanding of individual parts of this work, rather than a comprehensive vision of it.

It is appropriate to compare control to a game of “puzzles”, where you need to assemble a picture from many pieces (for example, 1000). The set of knowledge and skills of a modern leader are the same jumbled puzzles, and building an integral system out of them is not very easy, and if some of the details are lost somewhere, then it is completely unrealistic. It is necessary to at least partially organize them and collect them into separate fragments.

Some owners see a way out in playing the role of top managers themselves. This gives them the illusion of control. In fact, they find themselves under the pressure of current problems and subordinate the interests of the owner to the short-term interests of the company's employees. In such a situation, clarifying the responsibilities of the owner and separating them from the responsibilities of the director is especially necessary. Ownership control is control over the framework of the business, its “ load-bearing structures" The rest can be given to managers.

It should be noted that progressive top managers also want to clarify the role of the business owner and their relationship with him. This helps them streamline their work and get better results and rewards accordingly.

WHAT IS BUSINESS?

There are many definitions of business, but not all of them help to competently resolve the issue of its effective control. Depending on how you define this concept, how you control the business. This is especially important when it comes to ownership control.

The most common definition is: “business is business.” Sometimes they clarify that “business is any business.” Perhaps this definition is the most correct from a philological point of view. But it is the most useless from the point of view of owner control of the business.

Indeed, the interpretation of business through “business” does not define any concepts or objects for control. It is not even clear whether such a business has any goal, clients, product, etc. Anyone can invent this definition in a way that is beneficial to them. And accordingly, form your own idea of ​​business control and methods of its implementation.

Let's try to give our own definition of business, which will be useful for us for owner control. This is a technical definition aimed at introducing the basic concepts we need. It goes like this: “a business is a set of transactions carried out on a regular basis. By definition, a business must be profitable.” So, business means a set of somewhat similar transactions that are carried out more than once. This means the following: if you do not have a profit, your activity is not yet a business. Perhaps this is some kind of hobby or self-realization in some activity, or maybe it is “a preparation for a potential business.”

From an owner's control perspective, our definition of a business means that we must control a set of transactions and do so in a way that makes them profitable.

It is interesting that business entities such as a firm, company or organization are considered as mechanisms created to implement these very transactions. Their work must be ensured within the limits of the income received, but in such an amount that the profit remains satisfactory to the owner.

Before you begin to develop a system of owner control of a business, you need to answer the question: “Where, in fact, is the business itself?” After this, separate it from the tools and components. Only then will you be able to correctly build a system of ownership control.

CONTROL ORGANIZATION

When organizing control, the following must be taken into account:

1. An established business needs not only development, but also protection. Business stability comes to the fore. In addition to current profit, it is necessary to take into account future profit and the value of the business.
2. Often business control is replaced by director control. Some owners say: “If the director does not fulfill my demands, then I will fire him and hire a new one.” After that, they formulate demands that are difficult for others to even understand. You can play this game for a long time without getting an acceptable result. The owner should control the entire business, not the directors. Business is a very broad concept. A company participating in a business is only a tool for its implementation. The director is part of the company's management department. By controlling only the director, you control almost nothing. In addition, the director may leave the company, and you will have to control another person, and control over the business may be lost. If you control the business, then you are much less concerned about who exactly acts as director.
3. Positive control involves helping, not punishing. Nowadays it is difficult to find ready-made leaders. You have to take those who partially meet your requirements and then “grow” them. This is a special job for which repressive methods are not suitable. Positive control is more effective than repressive control.
4. Running a business is not like running an assembly line; perhaps a more appropriate analogy would be growing a garden or raising a child. To do this, many managers will have to change the style of their activities. At this stage, company managers from heroes who personally bring victories to the company have to turn into coaches, for whom the main personal success is the success of their employees.
5. Business needs to be controlled and developed in all key areas:

• results;
• employees;
• market;
• production;
• finances and their use;
• business projects;
• safety;
• business environment;
• management and the role of the owner.

TRANSFER OF BUSINESS TO A HIRE MANAGER

The main problems associated with hiring a hired director are caused by the unclear definition of the responsibilities of the “managing owner”. Sometimes this position can be almost completely transferred to the new manager, and he actually becomes the new owner, which automatically causes tension with the owner.

It is advisable to transfer the business to a hired manager in the following sequence:

1. Preparing the business for transfer

Before transferring a business, it is useful to do a complete audit of it. When the owner himself created and developed the business, he introduced many nuances into it, reflecting his personal style of leadership and business. These could be those areas of work that previously seemed promising to him, and those that he wanted to develop in connection with some personal interests. They may not all be effective enough or would not be effective without personal participation their creator.

On the other hand, like any person, the owner has issues that he did not want to deal with himself, and there may be various gaps in the business that need to be addressed before the transfer. If you transfer the business without doing this, the new manager will have to spend much more time and energy on them than the owner, if he manages to do it at all.

2. Creation and organization of the work of the owner’s department

While the owner himself was running the company, he might not even realize the need for such a department. His functions were distributed across all divisions of the company or performed by him personally. Now this department must effectively control and direct business development without performing current operational functions.

The organization of the owner's department depends on the specific business. To create such a department, you must first clarify the structure of the business and the technology for its control. You can then create a department structure and define the responsibilities of employees. Only the business owner can work in the department itself. If you involve assistants in this department, then the owner’s participation in business management can be reduced to one day a week.

3. Selection of a new manager, training and transfer of operational management to him

Sometimes owners think that they need to find some special leader who will understand and do everything himself. It's an illusion. There are no such employees. Or they turn out to be “heroes” who are more likely to harm a developed business and its owner than to contribute to development and growth.

A new manager should be selected taking into account the conditions in which he will have to work. Perhaps not all candidates will agree to this. We need people who can work effectively according to the proposed rules. The system of remuneration and motivation for a new employee must be built specifically for him. The desire of managers to have some kind of ideal motivation system is inappropriate here. Motivation should always be personal, and especially in such cases.

It will take time to train a new employee. The final part of the training can be conveniently structured as an on-the-job internship. An internship may coincide with the transfer of business management to a new manager.

4. Ownership control

All control procedures established by the owner must always be followed, without playing into trust or mistrust. Another thing is that they should not unnecessarily distract the manager and employees or create an emotionally tense environment. This should be something that goes without saying.

EFFECTS OF THE CONTROL SYSTEM

I constantly encounter owner-managers and owner-directors who are dissatisfied with the performance of their business. At the same time, they always find a lot of reasons and explanations for any failures, and, as a rule, dissatisfaction with the work of managers appears on this list. But the owners of these companies do not take into account one important circumstance: before demanding changes from others, they need to change something (and sometimes even a lot) in their work. First of all, stop being a director for a while and take up your main (owner) work.

While occupying the position of director, the owner has no right to forget that he also has the position of business owner! When combining these positions, the owner is obliged to effectively and competently combine the functions performed within them, remembering that this different areas and types of work that require different degrees of responsibility, different rates of decision-making, timing and methods of planning. So, if the director is worried about current profits, then the owner is also concerned about future profits (several years in advance), and the ability to sell the business if necessary. And maybe even what will be left to the heirs!

Very often, owners who hold a management position in their business create the illusion of sufficient control. With a decline in business efficiency, this illusion is quickly destroyed.

Ownership and management control is not only different types work, but also different systems thinking. At the same time, the manager’s thinking often dominates the owner’s thinking. This imbalance must be corrected.

In cases where the owner does not work as a manager in his company, he is even more necessary to engage in positive control and business development.

Creating a control system involves several steps, including developing the structure of the owner’s department and business control regulations. Business control regulations are a list of typical activities periodically carried out by the business owner to improve its operation. These events are carried out in all important areas of work: personnel, market, finances and their use, production, safety and the company environment, etc. (see table 2)

The development of this system is also necessary to control the operation subsidiaries and branches. Many owners lose a lot of money simply because they have poor control and insufficient development of their business. Investments in a positive business control system are probably the most profitable from an economic point of view, not to mention the emotional state of the owner.

Based on materials from the magazine "Company Management".

In the course of structuring a business and building a group of companies, the question of maintaining the manageability of the entire group always arises, provided that, as a rule, the management personnel of the business is united and it is impossible to divide it between companies.

As a result, this always leads to the need to search for a management option where the owner remains able to control and influence decision-making both for the entire business as a whole and for any of its segments, despite the economic independence of each group entity.

In this case, when designing a business model, the management company can act as a link between its individual elements.

A management company is any organizational and legal form (in our experience, not only LLC or JSC, but also cooperatives, partnerships, partnerships and even non-profit organizations), which accumulates a complex of strategic, tactical, general marketing (including brand management), organizational, motivational and control functions, as well as functions of scientific and technical development and financial management for all other entities of the Group of Companies.

The formation of such functionality of the management company is due to the following economic and managerial reasons:

1. The need for all entities of the group of companies to have common auxiliary functions:

accounting, legal, marketing and other services, the provision of which by employees of a specialized organization is organizationally and economically more profitable than the creation of similar staff services in each individual company.

Most often among the managed legal entities there is neither a lawyer, nor an accountant, nor a system administrator - all this is handled by the staff of the management company. Objectively, not every business is able to accommodate such a staff in each individual organization of the Group. But even with this type of organizational structure, there must be a central link that manages local employees.

Therefore, there are cases of creating functionally similar services both in the management company and in the managed society (for example, when the structure is branched, when individual societies are significantly removed from each other and from the management company itself), however, in this case, the management company is engaged in solving strategic problems, then how employees of a managed company perform current work that does not require high qualifications and knowledge of the strategic plan for business development as a whole.

2. The ability to quickly implement and develop, as well as adjust the previously developed strategy for the group of companies as a whole.

Undoubtedly, business owners need to have complete information regarding its functioning, financial performance, and the degree of effectiveness of previously made management decisions.

In this sense, the value of direct receipt of information about all significant events directly to “headquarters” is invaluable for both owners and top management.

3. Transfer of management from the plane of “he is the most important here, everyone knows him” to the legal field, formalization of relations between the management and subordinate companies through civil legal means and thereby ensuring the necessary degree of control over the activities of managed companies.

In our practice, we have more than once encountered situations where, as a business grows with a small number of owners, new companies are registered, the leaders of which are only formally such; in fact, management is concentrated in the hands of the real beneficiaries.

But there comes a time when the number of personnel and the number of individual organizations within one business reaches a critical level, the owners are not recognized by sight and do not obey their oral orders (and they do not have the right to issue written ones). Even worse, the nominee director can “get things wrong”, because legally he has the right to make decisions, which will lead to unfavorable consequences (primarily of a financial nature).

We must not forget about the costs of paying the nominal manager, which you will incur one way or another, as well as the need to pay social taxes.

Management through the management company helps to avoid such negative aspects.

4. The possibility of legally reducing the tax burden through the use of the simplified taxation system by the Criminal Code.

Contractual regulation of the relationship between management companies and managed companies can be mediated by two types of agreements:

contract for the provision of management services;

agreement to perform the functions of the sole executive body.

The choice of one or another contractual instrument depends on a number of factors and the specific structure of the group of companies. Let us consider the features of the application of each of the agreements separately:

Agreement for the provision of management services.

Upon conclusion of this agreement all or some strategic functions, as well as auxiliary ones in relation to the operational core, are transferred to the management company: legal, accounting and personnel support, security, etc., the need for which is felt by all entities of the holding, but the creation of similar divisions in each of them is unprofitable and inappropriate.

The task of the management company in in this case- determine the main vectors of activity (develop a marketing strategy, carry out scientific and technical development, release a program of activities for a group of companies for the year, etc.), which all managed companies, without exception, must follow.

It should be noted that the managed company has its own sole executive body (director, individual entrepreneur or other Management company, but in the role of the sole executive body (SEO)), which exercises operational management of the company, makes all current decisions and is responsible for financial result. It is he who is listed in the Unified State Register of Legal Entities as a subject who has the right to act on behalf of the company without a power of attorney.

With such interaction between the individual executive and the management company, the first is limited only by the strategic framework set by the management company and is completely independent in the management process current activities your company. Moreover, these frameworks (in the form of reporting forms and periods, as well as a mechanism of responsibility) can and should be laid down both in the agreement with the management company (this is the condition under which the management company undertakes management) and in the agreement with the individual executive organization itself.

However, our experience shows that owners (especially when transforming a single company into a holding) avoid delegating powers to hired managers in every possible way, fearing that they will get out of control.

In this case, reason comes into conflict with feelings: on the one hand, the owner understands the objective need to “give up” the reins of government (a non-core activity specifically for him, employment in another project, the inability to cover all areas of his business), and on the other hand, psychologically cannot come to terms with the fact that his brainchild will be managed by someone else.

In this regard, the issue of trust in the hired manager on the part of the owner becomes particularly relevant.

At the same time, one cannot fail to note the significantly higher degree of personal interest of the director in the results of the activities of the managed company, compared to the agreement on the transfer of functions of the sole executive body, which is automatically reflected in the level of his personal (and not imposed from outside) responsibility.

It is thanks to this tool for a controlled increase in the degree of independence that a synergistic effect from business structuring is achieved - tax optimization can be strengthened by increasing managerial efficiency.

In addition, in the event of any adverse consequences of the activities of the managed company (the simplest example is tax claims) it is unlikely that anyone will be able to definitely assert (and prove) that such consequences occurred as a result of the execution by the director of the managed company of direct orders of the management company.

In other words, the management company will protect itself from negative consequences, and will also have the opportunity to preserve their business reputation and established image, citing the “amateur activity” of the hired director.

Agreement to perform the functions of the sole executive body

Let us recall that the possibility of transferring authority to manage an organization Management company provided nearby federal laws:

For example:

clause 1, art. 42 of the Federal Law on LLC: The company has the right to transfer, under an agreement, the exercise of the powers of its sole executive body to the manager. clause 1 art. 69 Federal Law on JSC: By decision general meeting shareholders, the powers of the sole executive body of the company can be transferred by agreement commercial organization(managing organization) or individual entrepreneur(to the manager).

In this case, an agreement is concluded with the management company to transfer the functions of the sole executive body. It is the management company (represented by its director) that receives the authority to act without a power of attorney on behalf of the managed company: to represent the interests of the managed company in all organizations and institutions, as well as to enter into any economic relations. Key managers of the business, its owners in this case are employees and/or participants of the management company and already at its level and on behalf of the management company perform all management functions.

Of course, the director of the management company cannot effectively manage the management company itself, and even all the managed companies, therefore, on the basis of a power of attorney, he delegates his powers to a special employee who will be the actual head of the managed company.

Moreover, such an actual manager is on the staff of the management company (!) and receives a salary from it.

The degree of control of the owners, reporting and responsibility, as well as the degree of independence of the actual manager when making decisions in this case is determined by the provisions of the employment contract with the management company.

A negative consequence of the appointment of such a manager may be a low degree of responsibility and a lack of deep personal interest in the results of the activities of the managed company.

As we can see, there is no doubt that the inclusion of a Management Company in the business model helps solve many difficulties in the presence of an extensive legal structure of the business.

At the same time, taking into account the realities and trends of tax administration, One cannot ignore the question of how the management company is viewed from this side.

After all, the existence of a management company gives grounds to talk about the affiliation of the entities managed by it among themselves (even if the owners of the companies do not coincide). Of course, when we are talking about, for example, purely accounting and legal services (not about the status of a management company as an individual sole executive organization) and such services are provided not only to organizations connected by contractual relations, but also to outside entities, it will be difficult to recognize affiliation on this basis. In the case of fulfilling the role of the sole executive body, the presence of a single managing entity for several legal entities, which are all the more bound by other agreements with each other (which usually happens if a business is built within a group of companies), will link all organizations into a single structure.

This is not critical if all entities apply the simplified tax system and there is no possibility for the tax savings described above by applying the same criminal code of the simplified tax system. However, such affiliation will attract attention if we are talking about the interaction of entities in different special regimes, which naturally leads to minimizing taxation on business income.

Considering that tax authorities are paying increasingly close attention to such structures, trying to justify the artificiality of their division into several entities or the unreasonableness of the costs of attracting the management company itself, In terms of separating the management company, the following rules must be observed:

1) The types of services provided must be specified. The more detailed the subject of the management company’s activities is described, the more difficult it is to prove the artificiality of its separation in a group of companies (see, for example, Resolution of the Seventeenth Arbitration Court of Appeal dated October 30, 2012 No. 17AP-11284/12: the taxpayer managed to win the dispute by maximizing the detail of evidence of the execution of the contract In the report on the execution of powers of the individual executive officer, the volume of work performed to manage current activities is indicated with a breakdown of the work performed by employees of specific departments (services), and even the volume of hours spent on each service is indicated).

Considering that many companies currently use various software systems, allowing you to track the time spent performing certain tasks by employees, the solution to the task of collecting such information can be automated.

At the same time, the management company, in the role of the sole executive body, carries out the current management of the company, a full detailed description of which is impossible in the contract. Both corporate legislation and, as a rule, company charters usually reserve residual competence for the individual executive officer: “and other things not included in the powers of other bodies of the Company.” Therefore, if the management agreement with the management company in the role of sole executive officer does not contain a specific list of the management company’s powers, it is impossible to talk about the lack of detail in the functions of the management company, and, consequently, its artificial separation. This conclusion is also supported judicial practice:

Due to the very nature of current management activities, it is impossible to comprehensively determine the competence and scope of responsibilities of the EIO (Management Company) not only at the level of law, but also at the level of the company’s Charter, agreement on the transfer of powers, local regulations, since it is impossible to provide for all issues on a daily basis arising in the activities of the managed organization and which are not within the exclusive competence of the general meeting and the board of directors.

Resolution of the Federal Arbitration Court of the West Siberian District of May 12, 2014 No. F04-2761/14 in case No. A81-2271/2013

2) Care must be taken in the description of the procedure for calculating the management company’s remuneration for its services.
So, if you tie remuneration to the achievement of any indicators (growth in revenue, profit, number of clients, etc.), it is necessary to confirm their achievement or non-achievement each time, and draw up all the necessary documentation. Otherwise, the tax authority will challenge the payments to the Criminal Code (Resolution of the Arbitration Court of the North Caucasus District dated July 11, 2016 N F08-3871/16 in case No. A01-1790/2015, Resolution of the Fifteenth Arbitration Court of Appeal dated February 16, 2016 No. 15AP-22105/15).

As a rule, the courts, siding with the tax authority, say that they could not confirm what specific work the management company performed and how the cost of each type of its services was determined. Therefore, a description of the procedure for forming the cost of services provided in the contract itself and a breakdown of the final cost for each period of the management company’s activity is a mandatory condition for working with the Management Company.

Of course, the remuneration should include all the current expenses of the management company to maintain its activities: office rent, payroll of employees, etc. This amount forms the base remuneration amount. If the management company does not accumulate part of the business’s profits, then the remuneration may include a fixed fixed amount, covering the costs of the management company with a possible slight increase, for example, no more than once a year (in case of an increase in the payroll or other expenses);

The above calculation of remuneration can be complicated if, for example, the payroll of employees depends on their performance indicators and changes from month to month. For this purpose, companies have developed their own systems for calculating remuneration for each employee, which can also be used as the basis for calculating remuneration for management companies. In this case, it will be necessary to detail each indicator to confirm the validity of the management costs in the declared amount.

Along with covering the basic expenses of the management company, remuneration may also include a variable part depending on financial result activities of the management company: for example, as a percentage of the revenue or profit of the managed company. This can be either a monthly increase in the base remuneration or “ annual bonus» Management company based on the results of the financial year. In any case, remuneration in this form must be justified by the mandatory growth in revenue/profit of the managed company and confirmation that such growth is related to the activities of the management company and its employees. Moreover, of course, this part of the remuneration should not lead to the fact that the entire profit of the operating company flows to the management company, which applies a lower income tax rate.

3) Proof of the effectiveness and reality of the management company’s activities will be indicators of growth in revenue, profit, assets of the managed company, which, in turn, for example, led to an increase in taxes paid to it (this indicator will be especially valuable).

4) Evidence of the independence of the management company as an economic entity will be the implementation management functions for several companies, preferably not related to each other (for one, for example, in the role of sole executive officer, for another, providing only accounting services etc.).

5) High professionalism of the staff of the management company (in comparison with the managed one), increased requirements for their level of education, work experience, etc. will also allow confirming the professional competence and independence of the management company (see, for example, Resolution of the Arbitration Court of the North Caucasus District dated January 26, 2015 No. F08-9808/14 in case NА32-25133/2013).

Taking into account the described nuances, it is necessary to carefully approach the legal recording of the actual activities of the Management Company and the procedure for its interaction with its customer of services. In addition to the ongoing, systematic collection of evidence supporting these activities and their usefulness for managed companies, problems with tax authority should not arise.