home Business blogs Main provisions of the new corporate governance code. The Central Bank of the Russian Federation will monitor the implementation of the corporate governance code Corporate governance code of the Central Bank of the Russian Federation

Main provisions of the new corporate governance code. The Central Bank of the Russian Federation will monitor the implementation of the corporate governance code Corporate governance code of the Central Bank of the Russian Federation

The Bank of Russia begins work on changes to the corporate governance code related to development issues information technologies and cybersecurity, said Elena Kuritsyna, director of the corporate relations department of the Central Bank of the Russian Federation.

“A lot is being said now about information technology, cybersecurity, fintech. In this regard, more and more, we have a reasonable question about how our corporate governance system meets the challenges of the time that we observe,” she said, speaking at round table OECD-Russia on Corporate Governance.

On the one hand, according to her, new IT technologies offer a huge number of new opportunities for business development, but on the other hand, cybersecurity issues arise. Cyber risks are already being implemented in the form of targeted, planned actions to attack certain industries or companies. All this requires serious involvement of the corporate governance system in order to properly reflect these threats, she added, reports 1prime.ru.

“The time has come for the Russian corporate governance code to reflect the issues of managing IT technologies and cybersecurity at the proper level. We believe that the strategic role of the board of directors should be enshrined in organizing a system for managing risks associated with the development of IT technologies and cybersecurity issues. The board of directors must approve such a policy, as well as control management in all other areas. The board of directors must have the necessary competencies so that its composition meets the challenges that the company faces at a certain stage of time," she said.

The Bank of Russia surveyed 84 Russian companies from the quotation list of the first and second levels of the Moscow Exchange. Just over 40 companies responded to the Central Bank’s questions. Thus, 73% of companies confirmed that cybersecurity issues are a very pressing topic, 68% have already adopted internal documents defining the principles of IT operation and cybersecurity. Almost half have elected a director to the board of directors with the necessary competencies and skills in the field of IT and cybersecurity. Over the past three years, a third of companies have annually discussed issues related to the development of IT or cybersecurity at board meetings, Kuritsyna said.

“Companies are demonstrating a high level of understanding that this topic requires attention, time, resources and the right level of that attention,” she said.

Keywords

LEGALIZATION / LAUNDERING / ILLEGAL INCOME / CORPORATE GOVERNANCE / / CONTROLS/ MONEY-LAUNDERING / ILLEGAL INCOME / CORPORATE GOVERNANCE / CODE OF CORPORATE GOVERNANCE / MANAGEMENT BODIES

annotation scientific article on economics and business, author of the scientific work - Anna Vladislavovna Shashkova

This article is dedicated to corporate governance in Russia, as well as acceptance and approval in 2014. Corporate Governance Code Bank of Russia and the Government of the Russian Federation. The article also introduces the concept of the currently fashionable foreign term compliance. The compliance system is based on an array of mandatory rules of conduct contained in regulatory legal acts binding on the enterprise. In order to best comply with the above standards, as well as carry out local rule-making on production issues important to the organization, in the structure of many foreign companies, as well as large Russian companies, special divisions are being created. Taking into account such foreign experience and international principles corporate governance The Bank of Russia has developed Corporate Governance Code, approved by the Russian Government in February 2014. Corporate Governance Code regulates a number of important issues corporate governance, such as: rights of shareholders and equality of conditions for shareholders when they exercise their rights; board of directors of the company; corporate secretary of the company; remuneration system for members of the board of directors, executive bodies and other key management employees of the company; risk management system and internal control; disclosure of information about the company, information policy of the company; significant corporate actions. The most important issue that the author analyzes is the issue of the composition of the board of directors, namely the presence of independent directors in the company. According to the author, new Corporate Governance Code reflects both the latest trends and the actual state corporate governance in Russia today.

The Significance of the 2014 Corporate Governance Code of the Bank of Russia

The present article focuses on corporate governance in Russia, as well as on the approval in 2014 of the Code of Corporate Governance by the Bank of Russia and by the Russian Government. The article also provides the concept of the famous foreign term Compliance. Compliance is a system based on binding rules of conduct contained in the regulations which are mandatory for the company. In order to fulfill best practices and implement local acts on the most important issues for the company, many foreign companies as well as large Russian companies have formed special Compliance departments. Taking into account such international experience and international corporate governance principles the Bank of Russia has elaborated the Corporate Governance Code, approved by the Russian Government in February 2014. Corporate Governance Code regulates a number of the most important issues of corporate governance such as shareholders"rights and fair treatment of shareholders; Board of Directors; Corporate Secretary of the Company; system of remuneration of members of the Board of Directors, executive bodies and other key executives of the company; system of risk management and internal control; disclosure of information about the company, the information policy of the company; major corporate actions. The most important issue which is analyzed by the author is the problem of the composition of the Board of Directors: the presence of independent directors in the company. According to the author the new Corporate Governance Code reflects the latest trends as well as the current situation with corporate governance in Russia today.

Text of scientific work on the topic “The significance of the Bank of Russia Corporate Governance Code 2014”

THE IMPORTANCE OF THE CORPORATE GOVERNANCE CODE OF THE BANK OF RUSSIA 2014

A.V. Shashkova

Moscow State Institute of International Relations (University) of the Ministry of Foreign Affairs of Russia. Russia, 119454, Moscow, Vernadsky Ave., 76.

This article is devoted to corporate governance in Russia, as well as the adoption and approval in 2014 of the Corporate Governance Code by the Bank of Russia and the Government of the Russian Federation. The article also introduces the concept of the currently fashionable foreign term compliance. The compliance system is based on an array of mandatory rules of conduct contained in regulatory legal acts binding on the enterprise. In order to best comply with the above standards, as well as carry out local rule-making on production issues important to the organization, special divisions are created in the structure of many foreign companies, as well as large Russian companies.

Taking into account such foreign experience and international principles of corporate governance, the Bank of Russia developed a Corporate Governance Code, approved by the Russian Government in February 2014. The Corporate Governance Code regulates a number of important corporate governance issues, such as:

Board of Directors of the company;

Corporate secretary of the company;

Remuneration system for members of the board of directors, executive bodies and other key executives of the company;

The most important issue that the author analyzes is the issue of the composition of the board of directors, namely the presence of independent directors in the company. According to the author, the new Corporate Governance Code reflects both the latest trends and the actual state of corporate governance in Russia today.

Key words: legalization, laundering, illegal proceeds, corporate governance, corporate governance code, governing bodies.

“Instead of curbing luxury by means of laws against luxury, it is better to prevent it by means of such management as makes it impossible.”

Jean-Jacques Rousseau

Taking into account foreign experience and international principles of corporate governance, the Bank of Russia developed a Corporate Governance Code (hereinafter referred to as the CCG), approved by the Russian Government in February 2014. The state, as the owner of a number of public joint stock companies, will introduce the new CCG into the work of these companies. The CCG is intended to replace the Code of Corporate Conduct adopted in 2001. It is advisory and is intended for use by state-owned companies. In essence, this is a set of basic principles and rules that are aimed at improving various aspects of corporate relations, such as ensuring equality of shareholders, protecting the interests of investors, organizing the work of the board of directors, information disclosure rules, and in general everything that concerns the full-fledged activities of corporate governance bodies.

The need to introduce CCGs is justified by accumulated corporate and arbitration experience, changes in legislation, and lessons from the global financial crisis previous years. In addition, a very important prerequisite was that economic development Russia is changing our focus on investors in many ways. If at the first stages of development of the Russian economy it was largely interesting for speculative investors due to the undervaluation of many assets, now higher value attracts long-term investors, for whom the issues of protecting investor rights and best corporate governance practices are very important.

At the time the 2001 Code of Corporate Conduct was adopted, Russian legislation on joint stock companies was insufficiently developed, as demonstrated by numerous examples of violations of the rights of minority shareholders and investors in:

Preparation and implementation general meetings shareholders;

Making decisions on the placement of additional shares that dilute the shares of shareholders;

Abuses during large transactions and interested party transactions. All this reduced the interest of domestic and foreign investors in investing in Russian companies and undermined confidence in the Russian financial market. With the adoption of the Code of Corporate Conduct, Russian joint-stock companies received basic guidelines for the implementation of advanced corporate governance standards, taking into account the specifics of Russian legislation and the prevailing

Russian market practices of relationships between shareholders, members of the board of directors (hereinafter referred to as the BoD), executive bodies, employees and other interested parties involved in economic activity joint stock companies. The Code of Corporate Conduct provided shareholders and investors with a clear approach to what should be required of companies and contributed to increased shareholder and investor activism.

The crisis that has gripped the world financial system in 2008 - 2009, drew the attention of investors and regulators to issues related to the use of corporate governance as an important tool for ensuring the sustainability of companies and their long-term successful development. By this time, most Russian companies had exhausted the possibilities of catching up growth of the Russian economy and were faced with the need to search for other sources and tools for long-term economic growth. This laid the objective preconditions for revising the Corporate Governance Code. In the new edition, the document received a new name - the Corporate Governance Code. This change is not simply editorial, it reflects a change in approach and the role assigned to the Code.

The Corporate Governance Code includes two sections reflecting the basic principles and specific mechanisms for their implementation. The document contains provisions on the rights of shareholders, the role of boards of directors, information disclosure, risk management, remuneration policy, etc. The Corporate Governance Code largely follows the structure of the OECD Principles of Corporate Governance. The Code consists of a preface, introduction, parts A and B. Part A is devoted to the principles of corporate governance. Here are the following sections:

Rights of shareholders and equality of conditions for shareholders when they exercise their rights;

SD of the society;

Corporate secretary of the company.

Remuneration system for members of the board of directors, executive bodies and other key executives of the company;

Risk management and internal control system;

Disclosure of information about the company, information policy of the company;

Significant corporate actions.

When analyzing the CCC, I would like to dwell on the following postulates:

Avoidance of actions that lead to artificial redistribution of corporate control;

Exclusion of the use by shareholders of other methods of obtaining income at the expense of the company other than dividends and liquidation value;

Election and early termination of powers of executive bodies by the board of directors, and not by the general meeting of shareholders;

Formation of board of directors committees on audit, remuneration and nominations (on personnel);

Inclusion of at least one third of independent directors on the board of directors;

Establishment general principle remuneration for members of management bodies, stipulating that the level of remuneration should create sufficient motivation for effective work, attract and retain competent and qualified specialists. A fixed annual remuneration is proposed for members of the board of directors, but payment of remuneration for participation in individual boards of directors and committees is undesirable;

Limiting the size of the “golden parachute” so that it does not exceed two annual fixed remunerations.

The CCU aims to:

1) determine the principles and approaches that, if followed, will allow Russian companies to increase their investment attractiveness in the eyes of long-term investors;

2) reflect in the form of the best performance standards the approaches developed over the past years in the field of resolving corporate problems that arise in the life of joint-stock companies;

4) take into account the accumulated practice of applying the Code of Corporate Conduct; simplify the application of the best standards of corporate governance by Russian joint-stock companies in order to increase their attractiveness for domestic and foreign investors;

The CCU focuses on the following:

Building effective work of the Board of Directors: a) identifying approaches to reasonable and conscientious execution duties of members of the Board of Directors; b) determination of the functions of the SD; c) organization of the work of the Board of Directors and its committees;

Clarification of requirements for directors, including the independence of directors;

Recommendations for building a remuneration system for members of management bodies and key executives of the company, including recommendations for various components of such a remuneration system (short- and long-term motivation, severance pay, etc.);

Recommendations for carrying out significant corporate actions (increase in authorized capital, acquisition, listing and delisting valuable papers, reorganization, significant transactions) to ensure the protection of rights and equal treatment of shareholders.

The Bank of Russia will monitor the implementation of the principles and recommendations of the CCG and carry out explanatory work on the best practices for following it. It will be possible to draw the first conclusions about the application of the CCG on the basis of company reporting for 2015. The principles of corporate conduct provided for by the code are formulated on the basis of the OECD principles of corporate governance. The Code is a set of recommendations, the application of which by an enterprise should be voluntary, based on the desire to increase its attractiveness in the eyes of both existing and potential investors.

Russian legislation has already reflected most of the principles of corporate behavior, but the practice of their implementation, including judicial practice, and the traditions of corporate behavior are still just being formed. Current legislation cannot ensure the appropriate level of corporate behavior, and the implementation of the necessary changes to the law is lagging behind. The legislation does not and cannot regulate all issues arising in connection with the management of a joint stock company. And there are a number of objective reasons:

Corporate legislation establishes, and should establish, only general mandatory rules;

Many issues related to corporate relations lie outside the legislative sphere - in the sphere of morality, where standards of behavior are ethical, not legal. It is for this reason that legal provisions by themselves are never sufficient to achieve good corporate governance;

Legislation is unable to respond in a timely manner to changes in corporate behavior practices.

In order to improve corporate governance, along with improving legislation, it is also necessary to introduce the principles of corporate governance in joint-stock companies. Compliance is an integral part of the company’s corporate culture, in which each employee fulfills his or her job responsibilities, including decision making at all levels, must comply with the standards of legality and integrity established by the company for the conduct of its activities.

What are the “rules” that the activities of the organization and its employees must comply with? Let's look at the most significant ones:

Firstly, these are the rules of law contained in laws and regulations;

Secondly, these are the norms included in the acts self-regulatory organizations, mandatory for their participants. For example, the Association of Foreign Pharmaceutical Manufacturers' Code of Marketing Practice must be followed by more than 50 member companies of this non-profit association;

Thirdly, these are the rules of law contained in local regulations that are mandatory for employees of the relevant enterprises.

In the literature there are proposals to divide compliance into legal and ethical standards. Compliance is an organizational and legal function, since today we are talking about monitoring management, monitoring the transaction, that is, compliance of the company’s activities with regulations. From an ethical point of view, compliance is compliance with industry standards enshrined in acts of self-regulatory organizations and internal company standards.

Pointing out that the activities of an organization are regulated by mandatory rules, one cannot fail to mention such classic categories for domestic law as legality, legality and legal order. Legality is the rule of law, strict execution of laws and other legal acts corresponding to them by all state bodies, officials and other persons. Legitimacy - correspondence of phenomena social life requirements and permissions of the state will contained in the rules of law. Legal order - such orderliness based on law and resulting from the implementation of the idea and principles of legality public relations, which is expressed in the lawful behavior of their participants. We can say that law and order is legality embodied in life.

So, compliance assumes that the activities of the company and its employees will be regulated not only by the requirements of laws and regulations, but also by industry standards expressed in acts of self-regulatory organizations, as well as

mi, enshrined in local regulations. Consequently, doing business in accordance with the principle of compliance automatically means implementing the rule of law in the activities of the enterprise and ensuring its legality. Implementation of compliance rules in the activities of entities entrepreneurial activity contributes to the establishment of law and order in the market of goods, works and services.

At the same time, from the relationship between compliance and other concepts mentioned above, it is obvious that compliance with mandatory rules as a principle of an organization’s activities is a broader concept than the legality of doing business, and compliance as a state is, in turn, broader than the legality of the organization’s activities and law and order in the relevant segment of social relations. Therefore, in some companies, compliance is not only legal, but also ethical business conduct, i.e. carrying out business activities in accordance with the rules adopted in the relevant industry and internal corporate standards.

Compliance is a concept brought to Russia from abroad by foreign organizations, relatively new and requiring additional research. It to some extent coincides with the classical concepts adopted in Russian jurisprudence. Compliance standards can be implemented at an enterprise only in the form provided for by law: in a collective agreement, social partnership agreement, local normative act. Therefore, as a result of the study, it may turn out that lawful and ethical business conduct is not a new independent process, but comes down to categories already known to Russian law. However, while in Russian Federation present separate units, subsidiaries of foreign companies, in particular large international corporations, this term and the corresponding activities will remain, and the study of this issue will remain relevant.

The compliance system is based on an array of mandatory rules of conduct contained in regulatory legal acts binding on the enterprise. In order to best comply with the above standards, as well as carry out local rule-making on production issues important to the organization, special divisions are created in the structure of many foreign companies. The organization and its employees must comply with the requirements of regulations in any case, regardless of the presence or absence of a system of bodies ensuring the lawful and ethical conduct of business.

Officials determined by current legislation, constituent documents of a legal entity or order of the executive body, along with the organization itself

nization are responsible for compliance with current legislation. Therefore, the main tasks of compliance authorities are the development and implementation of various documents containing rules of conduct for employees in a given situation, regulating various processes (directives, policies, procedures, etc.) and monitoring their implementation, that is, first of all , local rulemaking. The essence of SotrNapse is to carry out activities related to minimizing risks caused, first of all, by violations of the law. The official structure of corporate governance in Russia is also the implementation of legal norms, and therefore compliance.

The main goals of corporate governance are to create an effective system for ensuring the safety of funds provided by shareholders and their effective use, reducing risks that investors cannot assess and do not want to accept and the need to manage them in long term on the part of investors inevitably entails a decrease in the investment attractiveness of the company and the value of its shares. Corporate governance influences economic indicators activities of a joint stock company, the assessment of the value of the company's shares by investors and its ability to attract capital necessary for development. Improving corporate governance in the Russian Federation is the most important measure necessary to increase the sustainability and efficiency of joint-stock companies, and increase the influx of investment into all sectors of the Russian economy, both from domestic sources and from foreign investors. One of the ways of such improvement is the introduction of certain standards established on the basis of an analysis of the best international and Russian practice corporate governance.

The purpose of applying corporate governance standards is to protect the interests of all shareholders, regardless of the size of the shareholding they own. The higher the level of protection of shareholder interests can be achieved, the greater investments Russian joint-stock companies will be able to count on, which will have a positive impact on Russian economy generally. The prerequisites for applying the Corporate Governance Code are as follows:

Russian legislation has already reflected most of the generally accepted principles of corporate governance. Meanwhile, the practice of implementing its norms, including judicial ones, and the traditions of corporate governance are still developing and are often not satisfactory;

Proper corporate governance cannot be ensured only by legal norms;

Many issues related to corporate governance lie outside the legislative sphere and are of an ethical rather than legal nature.

Corporate governance in Russia is generally consistent with the OECD Corporate Governance Principles. In 2006, for the first time, the British Institute of Social and Ethical Reporting Association and the British consulting group S8P-No.1"OGK presented a rating as part of the annual world ranking corporate responsibility Russian companies. The study found that although the average Russian rating corporate responsibility is still significantly behind the global one, domestic business leaders have shown results close to the results of the world's best companies, which indicates the effectiveness of corporate management principles.

Particular attention in the CCU is paid to the board of directors, or more precisely, its composition: the number and characteristics of independent directors. The CCU contains the following recommendation: independent directors must constitute at least 1/3 of the elected board of directors. The Federal Law on JSC does not contain requirements for the presence of independent directors, but it formulates the criteria for director independence regarding transactions concluded by the corporation, in particular interested party transactions, that is, the corporation needs independent directors when making these transactions. It is recommended to recognize an independent director as a person who has sufficient professionalism, experience and independence to form his own position, and is capable of making objective and conscientious judgments, independent of the influence of the executive bodies of the company, certain groups of shareholders or other interested parties.

It should be taken into account that under normal conditions a candidate or elected member of the board of directors who is associated with the company, its significant shareholder, a significant counterparty or competitor of the company, or is associated with the state cannot be considered independent. In accordance with the best corporate governance practices, independent directors are understood as persons who have sufficient independence to form their own position and who are able to make objective and conscientious judgments, independent of the influence of the executive bodies of the company, certain groups of shareholders or other interested parties, and also have a sufficient degree of professionalism and experience.

The CCU indicates that when assessing the independence of each specific candidate or member of the Board of Directors, content should prevail over form. The BoD may recognize a candidate or elected member of the BoD as independent in circumstances where:

A related person of a candidate or member of the board of directors (with the exception of an employee vested with managerial powers) is an employee of:

a) an organization controlled by the company;

b) or a legal entity from a group of organizations that includes a significant shareholder of the company (except for the company itself);

c) either a significant counterparty or competitor of the company;

d) either a legal entity that controls a significant counterparty or competitor of the company, or organizations controlled by it;

The nature of the relationship between the candidate or member of the board of directors and the person associated with him is such that they are not capable of influencing the decisions made by the candidate;

A candidate or member of the board of directors has a generally recognized reputation, including among investors, indicating his ability to independently form an independent position.

The board of directors must assess the independence of candidates for members of the board of directors and issue an opinion on the independence of the candidate, as well as regularly analyze the compliance of independent members of the board of directors with independence criteria and ensure immediate disclosure of information about the identification of circumstances due to which a director ceases to be independent.

Despite the fact that it is impossible to fully list all possible circumstances that could affect the independence of a director, the CCU recommends that a person who: is not associated with the company be considered an independent director; not associated with a significant shareholder of the company1; is not associated with a significant counterparty or competitor of the company2; is not associated with the Russian Federation, a constituent entity of the Russian Federation or a municipal entity.

A person should be recognized as a person associated with a company if he and (or) persons associated with him:

Are or within three recent years were members of executive bodies or employees of a company controlled by

society of the organization and (or) management organization society;

Are members of the board of directors of a legal entity that controls the company, or a controlled organization or management organization of such a legal entity;

During any of the last three years, received remuneration and (or) other material benefits from the company and (or) organizations controlled by it in an amount exceeding half the annual fixed remuneration of a member of the board of directors of the company. This does not take into account payments and (or) compensation that these persons received as remuneration and (or) reimbursement of expenses for performing the duties of a member of the board of directors of the company and (or) an organization controlled by him, including those related to insurance of their liability as members of the board directors, as well as income and other payments received by these persons on securities of the company and (or) an organization controlled by it;

Are owners of shares or beneficiaries of shares of the company3, which constitute more than one percent of the authorized capital or the total number of voting shares of the company or the market value of which is more than 20 times the annual fixed remuneration of a member of the board of directors of the company;

They are employees and (or) members of the executive bodies of a legal entity if their remuneration is determined by the remuneration committee of the BoD of this legal entity and any of the employees and (or) members of the executive bodies of the company is a member of the said BoD committee;

Provide consulting services to the company, a person controlling the company or legal entities controlled by the company, or are members of the management bodies of organizations providing such services to the company or the specified legal entities, or employees of such organizations directly involved in the provision of such services;

Over the past three years, provided assistance to the company or legal entities controlled by it.

1 A significant shareholder of a company is understood as a person who has the right directly or indirectly (through persons controlled by him) independently or jointly with other persons related to him by agreement trust management property, and (or) a simple partnership, and (or) an order, and (or) a shareholder agreement, and (or) another agreement, the subject of which is the exercise of rights certified by shares (stakes) of the issuer, to dispose of five or more percent of the votes attributable to for voting shares constituting the authorized capital of the company.

2 A significant counterparty of the company is understood as a person who is a party to an agreement (agreements) with the company, the amount of liabilities for which is two or more percent of the book value of assets or two or more percent of the revenue (income) of the company (taking into account the group of organizations controlled by the company) or a significant counterparty of the company (a group of organizations that includes a significant counterparty of the company).

3 The beneficiary of the company's shares is recognized as individual who, by virtue of participation in the company, on the basis of an agreement or otherwise, receives economic benefits from owning shares (stakes) and (or) disposing of the votes attributable to the shares (stakes) constituting the authorized capital of the company.

services for financial entities in the field of valuation activities, tax consulting, auditing services or management services accounting; or over the past three years have been members of the management bodies of organizations that provided such services to the specified legal entities, or a rating agency of the company; or were employees of such organizations or a rating agency directly involved in the provision of relevant services to the company.

Also, a person is recognized as a person associated with the company if he held the position of a member of the board of directors of the company for a total of more than seven years.

A person associated with a significant shareholder of a company should be recognized if he and (or) persons associated with him:

They are employees and (or) members of the executive bodies of a significant shareholder of the company (a legal entity from a group of organizations that includes a significant shareholder of the company);

During any of the last three years, received remuneration and (or) other material benefits from a significant shareholder of the company (a legal entity from a group of organizations that includes a significant shareholder of the company) in an amount exceeding half the annual fixed remuneration of a member of the board of directors of the company. This does not take into account payments and (or) compensation that these persons received as remuneration and (or) reimbursement of expenses for performing the duties of a member of the board of directors of a significant shareholder of the company, including those related to insurance of their liability as members of the board of directors, as well as income and other payments received by these persons on securities of a significant shareholder of the company (a legal entity from a group of organizations that includes a significant shareholder of the company);

Are members of the board of directors in more than two legal entities controlled by a significant shareholder of the company or a person controlling a significant shareholder of the company.

A person associated with a significant counterparty or competitor of the company should be recognized if he and (or) persons associated with him:

Are employees and (or) members of the management bodies of a significant counterparty or competitor of the company, as well as legal entities that control a significant

a counterparty or competitor of the company or organizations controlled by it;

They are the owners of shares (stakes) or beneficiaries of shares (stakes) of a significant counterparty or competitor of the company, which constitute more than five percent of the authorized capital or the total number of voting shares (stakes).

A person should be recognized as a person associated with the state or municipality if he:

Is or was, within one year preceding election to the board of directors of the company, a state or municipal employee, a person holding positions in bodies state power, employee of the Bank of Russia;

Is a representative of the Russian Federation, a constituent entity of the Russian Federation or a municipal entity in the board of directors of the company, in respect of which a decision has been made to use the special right to participate in management (“golden share”);

Is or was, during the one year preceding the election to the board of directors of the company, a member of the executive body or another employee with managerial powers of an organization under the control of the Russian Federation, a constituent entity of the Russian Federation or a municipal entity; an employee of a state or municipal unitary enterprise or institution4, if specified person nominated for election to the board of directors of a company in which more than 20 percent of the authorized capital or voting shares of the company are under the control of the Russian Federation, a constituent entity of the Russian Federation or a municipal entity.

The society should have the opportunity to hold meetings of the Board of Directors both in person and in absentia. It is recommended that the form of the meeting of the Board of Directors be determined taking into account the importance of the issues on the agenda. The most important issues should be resolved at meetings held in person. Such issues include, in particular:

Approval of priority areas of activity and financial and economic plan of the company;

Convening the annual General Meeting and making decisions necessary for its convening and holding, convening or refusing to convene an extraordinary General Meeting;

Preliminary approval of the company's annual report;

Election and re-election of the Chairman of the Board of Directors;

4 With the exception of employees of a state or municipal educational or scientific organization who carry out teaching or scientific activities and are not persons appointed (approved) to the position of a sole executive body or other position in a state or municipal educational or scientific organization by decision or with the consent of state bodies authorities (local governments.

Formation of executive bodies of the company and early termination of their powers, if the company’s charter falls within the competence of the board of directors;

Suspension of the powers of the sole executive body of the company and the appointment of a temporary sole executive body, if the charter of the company does not include the formation of executive bodies within the competence of the board of directors;

Submitting issues on reorganization (including determining the conversion ratio of the company's shares) or liquidation of the company to the general meeting of shareholders;

Approval of significant transactions of the company5;

Approval of the registrar of the company and the terms of the agreement with him, as well as termination of the agreement with the registrar;

Submitting for consideration by the General Assembly the issue of transferring the powers of the sole executive body of the company to a management organization or manager;

Consideration of significant aspects of the activities of legal entities controlled by the company6;

Issues related to the receipt of a mandatory or voluntary offer to the company;

Issues related to increasing the authorized capital of the company (including determining the price of property contributed as payment for additional shares placed by the company);

Consideration financial activities society for reporting period(quarter, year);

Issues related to the listing and delisting of the company's shares;

Consideration of the results of assessing the performance of the board of directors, executive bodies of the company and key managers;

Making decisions on remuneration for members of the company’s executive bodies and other key executives;

Review of risk management policies;

Approval of the company's dividend policy.

It is recommended that decisions on the most important issues of the company’s activities be made at a meeting of the Board of Directors by a qualified majority of at least three-quarters of the votes - or by a majority vote of all elected (non-retired) members of the Board of Directors. To issues on which decisions are made

is determined by a qualified majority or a majority vote of all elected members of the board of directors, it is recommended to include:

Approval of priority areas of activity and financial and economic plan of the company;

Approval of the company's dividend policy;

Making a decision on the listing of shares of the company and (or) securities of the company convertible into its shares;

Determining the price of significant transactions of the company and approving such transactions;

Submitting issues on the reorganization or liquidation of the company to the General Meeting;

Submitting issues to the General Meeting on increasing or decreasing the authorized capital of the company, determining the price (monetary value) of property contributed as payment for additional shares placed by the company;

Submitting to the GMS issues related to amendments to the company's charter, approval of significant transactions of the company, listing and delisting of the company's shares and (or) company securities convertible into its shares;

Consideration of significant issues related to the activities of legal entities controlled by the company;

The Board of Directors must create committees for preliminary consideration of the most important issues of the company's activities. For preliminary consideration of issues related to control over the financial and economic activities of the company, it is recommended to create an audit committee consisting of independent directors. The audit committee is created in order to facilitate the effective performance of the functions of the board of directors in terms of control over the financial and economic activities of the company. It is recommended to form the audit committee only from independent directors.

In addition to the audit committee, the CCU provides for the creation of the following committees: a corporate governance committee; remuneration committee; nomination committee; strategy committee; ethics committee; risk management committee; budget committee; health and safety committee

5 Significant transactions of the company are understood as major transactions company, interested party transactions that are significant for the company (materiality is determined by the company), as well as other transactions that the company recognizes as significant for itself.

6 Material aspects of the activities of legal entities controlled by the company mean transactions of legal entities controlled by the company, as well as other aspects of their activities, which, in the opinion of the company, have a significant impact on the financial position, financial results of operations and changes financial situation group of organizations, which includes the company and its controlled legal entities.

and the environment. The work of the Corporate Governance Committee contributes to the development and improvement of the system and practice of corporate governance in the company through preliminary consideration of corporate governance issues falling within the competence of the Board of Directors, regulation of relationships between shareholders, the Board of Directors and executive bodies of the company, as well as issues of interaction with legal entities controlled by the company, other interested parties.

The remuneration committee consists of independent directors and is headed by an independent director who is not the chairman of the board of directors. The tasks of the remuneration committee include, in particular, the development and periodic review of the company's policy on remuneration for members of the board of directors, executive bodies of the company and other key executives, including the development of parameters for short- and long-term motivation programs for members of executive bodies. The Nominations Committee contributes to strengthening the professional composition and efficiency of the Board of Directors by forming recommendations in the process of nominating candidates to the Board of Directors.

The work of the strategy committee helps improve the company's performance in the long term. The tasks of the strategy committee include the following:

Determining the strategic goals of the company’s activities, monitoring the implementation of the company’s strategy, developing recommendations to the Board of Directors for adjusting the existing development strategy of the company;

Development of priority areas of the company’s activities;

Assessing the effectiveness of the company's activities in the long term;

Preliminary consideration and development of recommendations on issues of the company’s participation in other organizations (including issues of direct and indirect acquisition and alienation of shares in authorized capitals organizations, encumbrances of shares, interests);

Evaluation of voluntary and mandatory offers to purchase the company's securities;

Consideration financial model and models for assessing the value of the company’s business and its business segments;

Consideration of issues of reorganization and liquidation of the company and organizations controlled by it;

Consideration of issues of changing the organizational structure of the company and organizations controlled by it;

Consideration of issues of reorganization of business processes of the company and legal entities controlled by it.

The Ethics Committee evaluates the compliance of the company's activities ethical principles which the company follows and which can be recorded in the corporate code of ethics, develops proposals for amending the code, formulates a position on issues of possible conflict of interests of the company’s employees, analyzes the reasons conflict situations arising due to non-compliance with ethical norms and standards.

The CCU recommends that committees submit annual reports on their work to the Board of Directors. Evaluation of the work of the Board of Directors, committees and members of the Board of Directors should be carried out on a regular basis at least once a year. For independent assessment quality of work of the Board of Directors, it is recommended to periodically - at least once every three years - involve external organization. Effective work SD - important factor increasing the investment attractiveness of companies, increasing their shareholder value, and the Board of Directors itself is the main element of a high-quality corporate governance system.

Labor Code, amended by Federal Law No. 56-FZ "On amendments to the Labor Code of the Russian Federation regarding the introduction of restrictions on the amount of severance pay, compensation and other payments in connection with the termination of employment contracts for certain categories of workers" dated April 2, 2014, established a three-fold limit the amount of average monthly earnings, severance pay paid to persons employed leadership positions. the federal law classifies as such persons managers, their deputies, members of the collegial executive body, chief accountants of state corporations and state-owned companies, as well as organizations with state participation in the authorized capital of more than 50 percent, as well as managers, their deputies and chief accountants of state extra-budgetary funds, state and municipal institutions and enterprises.

Changes in Russian legislation over the past few years, the creation of a mega-regulator of financial markets and the adoption of the CCG that meets today's realities of corporate governance in Russia, indicate the increasing importance of proper corporate governance in Russia, as well as the implementation of this trend at the legislative and subordinate level. Large companies and open societies base internal corporate governance codes on the Corporate Governance Code of the Central Bank, however, this trend in relation to companies that do not open market, is not so obvious. To strengthen trends towards the introduction of proper corporate governance, it is necessary to create institutions for financial motivation of small and medium-sized businesses, as well as the involvement of hired personnel in corporate governance by increasing

nizing the employee’s interest in the result of his final work.

Continuing the theme of the fight against illegal legalization and corruption, it is impossible not to come to the conclusion that in order to successfully combat these vices, legal entities must build a system of proper corporate governance. New Corporate Code

governance, adopted in the Russian Federation in 2014, reflects both the latest trends and the actual state of corporate governance in Russia today. Timely implementation of a corporate governance structure approved by the Bank of Russia is the key to implementing successful practices in the fight against money laundering.

Bibliography

1. Bondarenko Yu. Effective management compliance risks: a systematic approach and critical analysis // Corporate lawyer. No. 6. 2008. pp. 29-32.

2. Code of Corporate Conduct. Approved at a meeting of the Government of the Russian Federation on November 28, 2001 and recommended for use by joint-stock companies by order of the Federal Securities Commission of Russia dated April 4, 2002 N 421/r “On recommendations for the application of the Code of Corporate Conduct.”

3. Code of Corporate Governance. Letter of the Central Bank of the Russian Federation No. 06-52/2463 dated April 10, 2014

4. Letter of the Bank of Russia No. 06-52/2463 “On the Corporate Governance Code” dated April 10, 2014.

6. Shashkova A.V. Business law Russia. M. 2012. P.242.

Shashkova Anna Vladislavovna - Ph.D. in Law, Associate Professor of the Department of Constitutional Law at MGIMO (U) of the Ministry of Foreign Affairs of Russia, lawyer at the Moscow Region Bar Association, Honorary Consul of Saint Vincent and the Grenadines, area of scientific interests includes legal regulation of combating money laundering, as well as more broad issues of financial and business law. Email: [email protected]

THE SIGNIFICANCE OF THE CORPORATE GOVERNANCE CODE OF THE BANK OF

RUSSIA ADOPTED IN 2014

Moscow State Institute of International Relations (University), 76 Prospect Vernadskogo, Moscow, 119454, Russia

Abstract: The present article focuses on corporate governance in Russia, as well as on the approval in 2014 of the Code of Corporate Governance by the Bank of Russia and by the Russian Government. The article also provides the concept of the famous foreign term Compliance. Compliance is a system based on binding rules of conduct contained in the regulations which are mandatory for the company. In order to fulfill best practices and implement local acts on the most important issues for the company, many foreign companies as well as large Russian companies have formed special Compliance departments. Taking into account such international experience and international corporate governance principles the Bank of Russia has elaborated the Corporate Governance Code, approved by the Russian Government in February 2014. Corporate Governance Code regulates a number of the most important issues of corporate governance such as shareholders" rights and fair treatment of shareholders; Board of Directors; Corporate Secretary of the Company; system of remuneration of members of the Board of Directors, executive bodies and other key executives of the company; system of risk management and internal control; disclosure of information about the company, the information policy of the company; major corporate actions. The most important issue which is analyzed by the author is the problem of the composition of the Board of Directors: the presence of independent directors in the company. According to the author the new Corporate Governance Code reflects the latest trends as well as the current situation with corporate governance in Russia today.

Key words: money-laundering, illegal income, corporate governance, Code of Corporate Governance, management bodies.

1. Bondarenko Ju. Effective anagement of compliance-risk: system approach Korporativnyj jurist 2008. No. 6. p.29-32.

2. Codes korporativnogo povedenija. Odobren na zasedanii Pravitel"stva Rossijskoj Federacii 28 November 2001 year i rekomendovan k primeneniju akcionernymi obshhestvami rasporjazheniem FKCB Rossii from 4 April 2002 year N 421/r "O rekomendacii k primeneniju Kodeksa korporativnogo po vedenija".

3. Codes korporativnogo upravleni. Pis"mo Central"nogo banka Rossijskoj Federacii No. 06-52/2463 from April 10, 2014.

4. Pis "mo Banka Rossii No. 06-52/2463 “O Kodekse korporativnogo upravlenija” dated April 10, 2014. .

5. Federal "nyj zakon No. 208-FZ "Ob akcionernyh obshhestvah" dated December 26, 1995.

6. Shashkova A.V. Predprinimatel "skoe pravo Rossii. M. 2012.

About the author

Anna Vladislavovna Shashkova - Associate Professor of the Chair of Constitutional Law of MGIMO-University,

Candidate of Law, Moscow Region Bar Lawyer, Honorary Consul for St. Vincent and the Grenadines.

Email: [email protected]

MOSCOW, February 13 — Prime. The Central Bank of the Russian Federation intends to monitor the implementation by Russian companies of the principles and recommendations of the corporate governance code; the regulator will present the first report based on annual reports for 2015, said the head of the Central Bank, Elvira Nabiullina, speaking at a government meeting.

“Afterwards, this practice can be annual,” she said. It's about about public companies whose shares are traded on a stock exchange.

Nabiullina noted that special attention should be paid to companies with a significant share of state participation. “They should be an example for companies in terms of the perception of the best standards of corporate governance. Here the state, no longer as a regulator, but as a shareholder, through its representatives on the boards of directors, could introduce these norms of the code into the practice of our state-owned companies. We asked to give the corresponding instructions to the Ministry of Economic Development and the Federal Property Management Agency ", said the head of the Central Bank.

In turn, First Deputy Prime Minister Igor Shuvalov noted that state-owned companies should become “pioneers” in the development of the new code. “The norms contained in the Corporate Governance Code should be applied first of all to companies with state participation,” he said.

Following the discussion of the document developed by the Central Bank Service for Financial Markets, Russian Prime Minister Dmitry Medvedev proposed that the government approve it. The Code is advisory in nature and is aimed at improving the investment climate.

Prime Minister Dmitry Medvedev: “In principle, this code should be applied as actively as possible by public companies with state participation, which is definitely not superfluous for them. The addressee of the code is large companies that have access to public capital markets."

What awaits the Russian economy in 2014

Regarding all the main parameters, the next year will be similar to the disastrous outgoing one: GDP growth in the Russian Federation, according to the forecast, next year will be 1.4%, industry will show zero growth, investment - 0.9%, retail - 2.1%. Inflation will slow to 5.5%, and the average price of Urals oil will drop to $105 per barrel.

Introduction.

The purpose of adopting any corporate governance code is to improve the investment attractiveness of companies by increasing the transparency of their activities for potential investors. Russian code Corporate governance is a set of advisory standards for use by Russian companies whose shares are listed on the stock exchange. This code was developed in accordance with the Principles of Corporate Governance of the Organization for Economic Cooperation and Development. This article proposes for discussion those provisions of the Corporate Governance Code that will significantly affect the activities of Russian public companies.

Activities of the Board of Directors. The Code places emphasis on the supervisory function of the board of directors. At the same time, the Code specifically emphasizes the accountability of the activities of the board of directors to shareholders. In particular, the Code specifies that the board of directors must ensure transparency of the company, easy access for shareholders to the company’s documents, and the chairman of the board of directors must be available for communication with the company’s shareholders.

Particularly important for large companies is the provision on the need to provide for the powers of the board of directors to nominate candidates for the formation of executive bodies and candidates for the boards of directors of controlled organizations. This provision applies only to companies that have a “significant number of controlled organizations.” The Code, therefore, requires large Russian companies to build a strict hierarchy of executive bodies within holdings with a system of accountability of the parent company’s subsidiaries.

The Code specifies that “the board of directors must establish the main guidelines for the company’s activities for the long term,” while the Code proposes, if possible, to eliminate the ambiguity of developed strategies and business plans, emphasizing that they “must contain clear criteria, most of which should be expressed in quantitatively measurable indicators, and also have intermediate benchmarks."

Procedure for electing members of the board of directors. The Code introduces criteria for the independence of the board of directors. In clause 2.4.1. The Code not only defines an independent director, but also emphasizes that “a candidate (elected member of the board of directors) who is associated with the company, its significant shareholder, a significant counterparty or competitor of the company, or is associated with the state cannot be considered independent.”

The Code also addresses a gap in the law and recommends that “independent directors in a company constitute at least one third of the elected board of directors.”.

Remuneration system for members of the board of directors, The Code primarily limits the size of “golden parachutes” when early termination powers of members of executive bodies and key managers at the initiative of the company. Now, for executives of public companies, severance benefits should not exceed “two times the fixed portion of annual compensation.” For managers of companies with state participation of more than 50%, the amount of payments is limited to three times monthly earnings, in accordance with latest changes labor legislation. The Code also pays attention to bonuses, indicating the preference for a fixed annual remuneration over any form of “short-term motivation and additional financial incentives.” It is assumed that these norms should create a new corporate culture salaries of managers.

Protection of shareholders' rights and disclosure by the company of information about its activities The Code details the procedure for preparing for general meetings of shareholders, the procedure for notification and the timing of notification of shareholders in order to provide convenient mechanisms for all shareholders to participate in decision-making on significant corporate actions of the company, while all “material corporate actions” are listed in the Code (for example, payment dividends, reorganization, takeover of a company, listing and delisting of company shares). Accordingly, shareholders of public companies can directly obtain information from the Code about those issues that should be resolved with their participation. The information disclosure plan emphasizes the need not only to publish information about the company’s activities on the official website, but also to approve information policy inside the company and its practical implementation.

According to the provisions of the Code, the company must make efforts to respect the rights of all shareholders and fully inform them about the activities of the company. Thus, the burden of responsibility for violation of shareholders' rights is shifted towards the company.

The new provisions of the Code will make it possible to eliminate violations of the rights of minority shareholders, similar to those that occurred during the conflict between TNK-BP Holding minority shareholders and the company in 2013. As the Code emphasizes, “Minority shareholders must be protected from abuse by controlling shareholders, whether acting directly or indirectly.”

Mechanisms for implementing the provisions of the Code.

For the largest companies with state participation, the Code will be mandatory. As Dmitry Medvedev pointed out, the Code “should be applied as actively as possible by public companies with state participation.” In this regard expert advice under the Government of the Russian Federation in May 2014 proposed a list of 100 companies for which the implementation of the provisions of the Code in their corporate practice will become mandatory. In the future, they decided to reduce the list to 30.

An effective mechanism of influence will be the requirement of the Moscow Exchange for the corporate governance of issuers . The requirements for corporate governance of issuers of shares included in the first or second levels, as well as issuers of bonds included in the first level, compliance with which is mandatory, are posted on the official website of the Moscow Exchange.

In addition, the Central Bank will conduct regular monitoring of the implementation of the provisions of the Code in practice. It is expected that the first report of the Central Bank will be made on the basis of companies’ annual reports for 2015.

These measures have already given some positive effect. In particular, the company OJSC NK Rosneft announced an increase in the level of listing of its shares (transfer of shares of OJSC NK Rosneft from quotation list “B” to quotation list “A” of the second level (list “A2”), including in connection with the company's compliance with corporate governance standards... Other companies are gradually also incorporating the provisions of the Code into their internal regulations.

Conclusion.

The Corporate Governance Code represents an attempt at significant change corporate practice Russian public companies. In particular, the provisions on the activities of the board of directors are intended to provide companies with the opportunity to form effective executive bodies accountable to the board of directors, and to subordinate the board of directors to the company’s shareholders. The Code also increases the requirements for the professional and personal qualities of persons elected to the positions of members of the board of directors. The Code's requirement for a mandatory minimum number of independent members of the board of directors is intended to guarantee the objectivity of making decisions that are strategically important for the company (including investment ones). The provisions of the Code on the procedure for remuneration of members of the board of directors and senior employees of the company are intended to reasonably limit the amount of remuneration for such employees and to eliminate possible abuses in this area. The innovations of the Code on the rights of shareholders and disclosure of information by the company, in turn, are aimed at protecting the rights of minority shareholders of companies and increasing their awareness of the company’s activities. Taking into account the fact that in addition to the adoption of the Code, the state has provided effective mechanisms for its implementation, it is to be hoped that the Code will be actively applied by public companies. It is possible that the Code will also affect judicial practice and will allow courts to interpret the provisions of regulations and internal documents of companies, taking into account the requirements of the Code. In any case, the adoption of the Code is a significant step towards adapting generally accepted international standards in the field of corporate governance.

Last week, the Russian government approved a roadmap for the development of corporate governance. The authors of the document from the Agency for Strategic Initiatives had several tasks: to make the activities of companies more transparent, to protect the rights of minority shareholders and to attract foreign investors. The main goal is to improve Russia’s position in the international annual Doing Business ranking. This year, Russia took 51st place among 183 countries in the ranking. And in another two years it should rise to 20th place, this is precisely the goal set by President Vladimir Putin in 2012. The road map contains 18 proposals, on the basis of which in 2016–2018. The Ministry of Justice, the Bank of Russia, and the Ministry of Economic Development will develop specific changes to the legislation, said Denis Spirin, deputy head of the ASI working group in the area of “Protection of Minority Investors”, director of corporate governance at Prosperity Capital Management. True, some of the proposals, especially those items that affect the implementation of the Doing Business rating requirements, cannot yet be adequately perceived by companies, experts say.

More transparency Currently, public companies are required to disclose the total remuneration of all members of the management body in their annual reports. According to the requirement of the Doing Business rating, this information must be published individually, with mention of the amount of remuneration and last names, because this is important for understanding the motivation system in the company, says Spirin. This point always causes resistance from companies, says Spirin. According to the director of the Russian Institute of Directors, Igor Belikov, management must explain why it received a bonus when targets were not met or not fully met or losses were incurred. Representative of a large public company told Vedomosti that disclosing information about remuneration to top management could lead to a heating up of the salary market. A top manager learns from the issuer’s report that a colleague from another company receives more remuneration than him, and will immediately ask the shareholder for a salary increase, the interlocutor suggested.

Company opinions

Representative of VimpelCom Anna Aibasheva told Vedomosti that information about remuneration of top management is personal data that is not subject to disclosure by law. If disclosure of information about remuneration to each top manager and member of the board of directors is required, RusHydro will comply with this requirement, a company representative said. A representative of the GAZ group said that the company is ready to disclose the amount of remuneration for top managers and explain the mechanism for its formation if required by law.

Several points on the roadmap relate to the disclosure of information about related party transactions (by board members, top managers or shareholders). According to Belikov, now the boards of directors are overloaded, approving all related party transactions in a row, including those for insignificant amounts. It is necessary to disclose in detail information about the nature of the interest, but introduce a threshold of materiality for such transactions. If a deal is above this threshold, it must be approved by the board, Belikov says. Elena Avakyan, an advisor at the law firm Egorov, Puginsky, Afanasiev and Partners, believes that there is no need to spend so much time at the preliminary approval stage, but that control over the results of the transaction should be strengthened and the responsibility of managers who make the decision to conclude a transaction should be increased.

Members of boards of directors often complain that top management does not provide the board with all the necessary information about financial and economic activities. The authors of the roadmap propose to change this: councils will be able to access documentation about the “subsidiaries” of companies, as well as transactions of affiliated companies.

Suspicious director

The authors of the document propose to cleanse the management bodies of companies from unscrupulous persons causing damage to companies. According to Spirin, the idea was put forward by the Central Bank. If a director hid from the board of directors that he was associated with a counterparty when he made a transaction, and then this transaction led to losses (and the shareholders managed to prove this), it would be fair to temporarily disqualify him, comments Spirin. According to Avakyan, the ban on participation in management bodies may, for example, affect persons who have been convicted of economic crimes, or who previously managed enterprises that went bankrupt.

The Law “On Joint Stock Companies” will change the rules on the responsibility of the manager for losses caused to the company through his fault. We are talking about expanding the concept of “control,” Avakian says. The responsibility will not only be borne by the parent company for the subsidiary. For example, the beneficiaries of the parent company may be held liable if the company, due to their inaction, lost control over its subsidiaries and suffered damage. “This will provide more grounds for challenge and significantly more possibilities to recover damages if the company is in a pre-bankruptcy state,” comments Avakyan. According to her, this strengthens the position of minority shareholders.

Change roles

The changes should expand the powers of boards of directors. Boards will be able to nominate their own candidates to the company's management bodies, even if shareholders have already nominated their candidates. According to Belikov, shareholders of most non-state public Russian companies are actively involved in the process of strategic and often operational management. Now the right to nominate candidates for the position of general director is reserved to them. The authors of the road map propose to take away this right from major shareholders and transfer it to intermediaries - members of the board of directors, a significant part of whom should be independent of large owners and top management, and also represent the interests of minority shareholders. "IN Russian conditions this increases the risks of controlling shareholders,” says Belikov. For public state-owned companies, the idea is to transfer the powers of appointment and dismissal to boards general director is irrelevant, because the candidacy of the general director is approved by the council, which is dominated by civil servant directors and professional attorneys, on the directive of the supervising government agency (Rosimushchestvo or the relevant ministry). Transferring the process of preparing and making decisions to the boards of directors of state-owned companies could give the corporate governance structures of state-owned companies real power, but this requires abandoning the practice of voting on directives, which is extremely unlikely, the expert says. The Federal Property Management Agency did not respond to Vedomosti’s request.

Crucial details

According to the executive director of the Association of Professional Investors, Alexander Shevchuk, increasing Russia's position in the Doing Business ranking will allow companies to improve their management system and increase their attractiveness to investors. However, the roadmap, if implemented, will give too much freedom to small shareholders, experts say. Thus, the roadmap assumes that shareholders will be able to access financial documents to file a claim if their share in the company's authorized capital is 10%. Currently, only shareholders with a 25% share have this right. According to Spirin, in large companies a 10% stake can be worth several tens of billions of rubles and the owners of 10% shares can only be called minority shareholders conditionally and it is difficult to suspect them of economic blackmail. According to Belikov, if minority shareholders receive insider information about the company's poor prospects, they will be able to use it to sell shares or for short-term speculation, which will negatively affect the company's capitalization. According to Shevchuk, the issue of lowering the threshold from 25 to 10% will become one of the most painful.

According to Belikov, the issues that the road map proposes to resolve are important, but secondary compared to the state of the economy in the country. Russia is rapidly rising in the Doing Business ranking (it was in 120th place in 2012), but business activity in the country is declining, and the economy is stagnating rather than growing, Belikov says. In his opinion, corporate governance has little effect on improving the economic environment. For example, in 2014, Russia took seventh place in the Rating of compliance of the national corporate governance code with OECD principles and overtook Canada, South Korea and China, but lags behind these countries in terms of investment inflow, the expert recalls.