Supervisory boards in private law legal entities

Abstract

The features of corporate governance in private law legal entities are analyzed in the article. Special attention is paid to the supervisory board as a corporate governance body.
It is noted that today the supervisory board is an inherent element of corporate governance not only of capital companies (limited liability company, joint-stock company, state unitary enterprise, enterprise with a state share of at least 50%), but also of a number of other organizational and legal forms of legal entities (healthcare institutions, higher educational institutions, institutions, scientific institutions, etc.).
The author emphasizes that the consolidation of supervisory boards not only in capital companies, but also in other legal forms is due to the “erasure” of boundaries between capital companies, borrowing elements of corporate governance from economically developed countries. An important prerequisite was also the signing in 2017 the Declaration of the Organization for Economic Cooperation and Development (OECD) on International Investment and Multinational Enterprises, which sets out key principles and states that enterprises should support and adhere to the principles of good corporate governance, develop and apply good corporate governance practices, including in groups of enterprises.
The author systematizes economic organizations that form a supervisory board. Their competence and tasks are analyzed, and differences in legal regulation are established. It is noted that the creation of a supervisory board as a corporate governance body is provided for in public joint-stock companies, healthcare institutions, scientific institutions, higher educational institutions (on an experimental basis) and a number of other institutions.
The main mission of the supervisory board is to protect the interests of shareholders, the owner, the state, guarantee their rights and interests, and ensure the interests of other groups of stakeholders: employees, investors, the state, and society as a whole. Their tasks and competence differ significantly, which is due to a number of factors, in particular differences in: 1) organizational and legal form (company, institution, etc.); 2) form of ownership; 3) areas of activity (healthcare, education, defense-industrial complex, etc.).