Мутация импортных институтов (на примере институтов корпоративного управления)

This paper deals with the evolution of corporate governance institutions that were imported into Russia in the 1990s. We use empirical evidence from firms, mainly in the banking industry, to test theoretical assumptions. Study of objective interests of various stakeholders prompts a hypo-thesis as to why initial rejection of new institutions of corporate governance in 1990s gave way to their embrace by company owners. Foreign investors and lenders can now find in Russia all the familiar forms of corporate governance such as boards of directors, independent non-executive directors, corporate secretaries, fiduciary responsibility, external audit, information disclosure, etc. However, the substance behind the façade of those institutional forms can be strikingly different from nominal. The local contents of Western-looking forms of corporate governance is pre-determined by high concentration of corporate ownership and control in the hands of blockholders existing in every major company and bank, ownership still inseparable from the management function, hostile institutional environment with weak defense of property rights, as well as by cultural traditions and the intrinsic features of the ‘Russian model of governance’. We argue that in Russia imported institutions tend to mutate, i.e. to work differently than in the eco-nomic systems of a different type from which they were borrowed. As new institutions of corporate governance are not upheld by the Russian market discipline, their viability is currently un-dermined by the loss of global investors’ interest towards emerging market companies.