The government will change corporate governance laws. The Central Bank of the Russian Federation will make amendments to the corporate governance code related to ib The corporate governance code of joint stock bank Russian capital

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. The Russian Corporate Governance Code is a set of guidelines for use by Russian listed companies. The specified 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.

Board of directors activities... The Code emphasizes the oversight function of the board of directors. At the same time, the Code separately 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 the transparency of the company, easy access for shareholders to the company's documents, and the chairman of the board of directors must be available to communicate with the shareholders of the company.

Especially 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 to the boards of directors of controlled organizations. This provision applies only to companies with a "significant number of controlled organizations." The Code thus requires large Russian companies building a rigid hierarchy of executive bodies within holdings with a system of accountability of the ‘subsidiaries’ of the parent company.

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 suggests, if possible, to eliminate the ambiguity of the developed strategies and business plans, emphasizing that they “must contain clear criteria, most of which must be expressed quantitatively measurable indicators, as well as 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 "an independent candidate (elected member of the board of directors) who is associated with the company, its significant shareholder, significant counterparty or competitor of the company, or is associated with the state cannot be considered independent."

The code also bridges a gap in legislation and recommends that "independent directors in a company make up at least one third of the elected board of directors.".

The system of remuneration for members of the board of directors, The Code, first of all, limits the size of "golden parachutes" in case of early termination of powers of members of executive bodies and key executives at the initiative of the company. Now, for managers of public companies, dismissal benefits should not exceed "twice the fixed part of the annual remuneration." For CEOs 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, pointing out the preference of a fixed annual remuneration over any form of “short-term incentive and additional material incentives”. These norms are supposed to create a new corporate culture of executive remuneration.

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 "significant corporate actions" are listed in the Code (for example, payment dividends, reorganization, takeover of the company, listing and delisting of the company's shares). Accordingly, shareholders of public companies can receive information directly from the Code on the issues that should be resolved with their participation. In terms of information disclosure, it is emphasized the need not only to publish information about the company's activities on the official website, but also to approve the information policy within 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 company's activities. 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 exclude violations of the rights of minority shareholders, similar to those that occurred during the conflict between TNK-BP Holding's minority shareholders and the company in 2013. As the Code emphasizes, "Minority shareholders must be protected from abuse by controlling shareholders, acting directly or indirectly."

Mechanisms for implementing the provisions of the Code.

For the largest state-owned companies, the Code will be mandatory. As Dmitry Medvedev pointed out, the Code "should be used as actively as possible by public companies with state participation." In this regard, the expert council under the Government of the Russian Federation in May 2014 proposed a list of 100 companies for which the introduction of the provisions of the Code into 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 corporate governance of issuers . The official website of the Moscow Exchange contains requirements for corporate governance of issuers of shares included in the first or second level, as well as issuers of bonds included in the first level, which must be observed.

In addition, the Central Bank will regularly monitor the implementation of the provisions of the Code in practice. It is assumed that the first report of the Central Bank will be made on the basis of the companies' annual reports for 2015.

These measures have already had some positive effect. In particular, OJSC NK Rosneft announced an increase in the listing level 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 due to the company's compliance with corporate governance standards Other companies are gradually incorporating the provisions of the Code into their internal regulations.

Conclusion.

The Corporate Governance Code is an attempt to significantly change the corporate practice of Russian public companies. In particular, the provisions on the activities of the board of directors are intended to ensure that companies can form effective executive bodies accountable to the board of directors, and the board of directors itself is subordinate to the company's shareholders. The Code also raises requirements for the professional and personal qualities of persons elected to the positions of members of the board of directors. The requirement of the Code on the mandatory minimum number of independent board members is intended to ensure the objectivity of making decisions that are strategically important for the company (including investment decisions). The provisions of the Code on the procedure for remuneration of members of the board of directors and executive employees of the company are intended to reasonably limit the amount of remuneration of such employees, to exclude possible abuse 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, at 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 hoped that the Code will be actively applied by public companies. Perhaps the Code will also affect the jurisprudence and allow the 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 norms in the field of corporate governance.

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

“Subsequently, this practice may be annual,” she said. These are public companies whose shares are traded on the 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 perception of the best standards of corporate governance. Here the state is 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 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 the "pioneers" in the development of the new code. “The norms contained in the Corporate Governance Code should be applied primarily with state-owned companies,” he said.

Following the discussion of the document developed by the Central Bank's Financial Markets Service, Russian Prime Minister Dmitry Medvedev suggested 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 used as actively as possible by public companies with state participation, which is definitely not superfluous for them. The addressees of the code are large companies that have access to public capital markets."

What awaits the Russian economy in 2014

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

Keywords

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

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

This article focuses on corporate governance in Russia, as well as acceptance and approval in 2014. Corporate Governance Code The Bank of Russia and the Government of the Russian Federation. The article also describes 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 that are mandatory for an enterprise. In order to best fulfill the above-mentioned norms, as well as carry out local rule-making on production issues important for the organization, special divisions are being created in the structure of many foreign companies, as well as large Russian companies. With this in mind foreign experience and international principles corporate governance The Bank of Russia has developed Corporate Governance Code approved by the Government of Russia in February 2014. Corporate Governance Code regulates a number of important issues corporate governance, such as: the rights of shareholders and equality of conditions for shareholders in the exercise of their rights; the board of directors of the company; corporate secretary of the company; the system of remuneration for members of the board of directors, executive bodies and other key managers of the company; risk management and internal control system; disclosure of information about the society, information policy of the society; significant corporate actions. The most important issue analyzed by the author 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 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 sit uation with corporate governance in Russia today.

The text of the scientific work on the topic "The meaning of the Corporate Governance Code of the Bank of Russia 2014"

THE IMPORTANCE OF THE BANK OF RUSSIA'S CODE OF CORPORATE GOVERNANCE 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 describes 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 that are mandatory for an enterprise. In order to best fulfill the above-mentioned norms, as well as carry out local rule-making on production issues important for the organization, special divisions are being 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 the 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:

The board of directors of the company;

Corporate secretary of the company;

The system of remuneration for members of the board of directors, executive bodies and other key managers of the company;

The most important issue analyzed by the author 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 income, corporate governance, corporate governance code, governing bodies.

"Rather than curbing luxury with anti-luxury laws, it is better to prevent it by managing it in a way that makes it impossible."

Jean-Jacques Rousseau

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

The need to implement CCP is justified by the accumulated corporate and arbitration experience, changes in legislation, lessons from the global financial crisis of past years. In addition, a very important prerequisite is that the economic development of Russia is largely changing our focus on investor orientation. If at the first stages of the development of the Russian economy it was in many respects interesting for speculative investors due to the underestimation of many assets, now it is becoming more important to attract long-term investors, for whom the issues of protecting the rights of investors and the best corporate governance practices are very important.

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

Preparation and holding of general meetings of shareholders;

Making decisions on the placement of additional shares diluting the shares of shareholders;

Abuse in major transactions and related 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

the Russian market of the practice of relations 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 Conduct provided shareholders and investors with clear-cut approaches to what should be required of companies, and helped to increase shareholder and investor engagement.

The crisis that 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 a important tool 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 faced the need to search for other sources and instruments of long-term economic growth. This laid the objective prerequisites for revising the Corporate Governance Code. V new edition the document received a new name - the Corporate Governance Code. This change is not merely editorial, it reflects a change in the approach and role that the Code is assigned to.

The Corporate Governance Code includes two sections reflecting the basic principles and specific mechanisms for their implementation. The document contains provisions on shareholder rights, 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 sections such as:

Shareholders' rights and equality of conditions for shareholders in the exercise of their rights;

Board of directors of the society;

Corporate secretary of the company.

The system of remuneration 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 society, information policy of the society;

Significant corporate actions.

When analyzing the CCU, I would like to focus on the following postulates:

Avoiding actions that lead to an artificial redistribution of corporate control;

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

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

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

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

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

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

KKU aims to:

1) determine the principles and approaches, the adherence to which 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 arising in the process of life of joint-stock companies;

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

The MCC focuses on the following:

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

Clarification of requirements for directors, including directors' independence;

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 the authorized capital, takeover, listing and delisting of securities, reorganization, significant transactions), allowing 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 CCP, conduct explanatory work on the best practices for following it. It will be possible to make the first conclusions about the application of the CCP based on the companies' reporting for 2015. The principles of corporate conduct provided for by the code are formulated on the basis of the OECD corporate governance principles. 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.

Most of the principles of corporate behavior have already been reflected in Russian legislation, but the practice of their implementation, including judicial and corporate behavior traditions, is still being formed. The current legislation cannot ensure the proper level of corporate behavior, and the introduction of the necessary changes into the law is lagging behind. Legislation does not regulate, and indeed cannot regulate, all issues arising in connection with the management of a joint stock company. And there are a number of objective reasons here:

Corporate law establishes and should establish only general binding rules;

Many issues related to corporate relations lie outside the legislative sphere - in the sphere of morality, where the norms of behavior are ethical, not legal. It is for this reason that legal provisions by themselves are always insufficient to achieve good corporate governance;

Legislation turns out to be 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 CCU in joint-stock companies. Compliance is an integral part of the corporate culture of the company, in which each employee fulfills his job responsibilities, including decision-making at all levels, must comply with the standards of lawfulness and integrity established by the company in order to carry out its activities.

What are the "rules" that the organization and its employees must comply with? Let's dwell on the most significant ones:

Firstly, these are the norms of law contained in laws and by-laws;

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

Thirdly, these are the norms of law contained in local regulations that are binding on employees of the respective 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 control of management, control of the transaction, that is, the compliance of the company's activities with regulatory legal acts. From an ethical point of view, compliance is compliance with the industry standards enshrined in the acts of self-regulatory organizations and the internal norms of the company.

Pointing to the regulation of the organization's activities by mandatory rules, one cannot fail to mention such classic categories for domestic law as legality, legality and law and order. Legality is the rule of law, strict observance of laws and other legal acts corresponding to them by all state bodies, officials and other persons. Legality - compliance of the phenomena of social life with the requirements and permissions of the state will contained in the rule of law. The rule of law is based on law and formed as a result of the implementation of the idea and principles of legality, such orderliness of social relations, which is expressed in the lawful behavior of their participants. We can say that the rule of law 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 by-laws, but also by industry standards expressed in acts of self-regulatory organizations, as well as by the norms

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

At the same time, from the correlation of compliance with 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, in turn, is broader than the legality of an organization's activities and law and order in the relevant segment of public relations. Therefore, in some companies, compliance is not only lawful, but also ethical business conduct, i.e. carrying out business activities in accordance with the rules adopted in the relevant industry and internal corporate norms.

Compliance is a concept introduced to Russia from abroad by foreign organizations, relatively new and requiring additional research. In some part, it coincides with the classical concepts adopted in Russian jurisprudence. Compliance standards can be implemented at an enterprise only in the form prescribed 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 are present separate subdivisions, subsidiaries of foreign companies, in particular, large international corporations, this term and related 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 that are mandatory for an enterprise. In order to best fulfill the aforementioned norms, as well as carry out local rule-making on production issues that are important for the organization, special divisions are created in the structure of many foreign companies. The organization and its employees must comply with the requirements of the regulations in any case, regardless of the presence or absence of a system of bodies to ensure the lawful and ethical conduct of business.

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

They are responsible for compliance with applicable laws. Therefore, the main tasks of compliance authorities are the development and implementation of various documents containing the 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 rule-making. The essence of sotrNapse is to carry out activities related to minimizing the risks caused, first of all, by violations of the law. The position structure of corporate governance in Russia is also an execution legal regulations, which means 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 which in the 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 affects the economic performance of a joint-stock company, the valuation of the company's shares by investors and its ability to raise capital necessary for development. Improving corporate governance in the Russian Federation is the most important measure necessary to increase the stability and efficiency of joint stock companies, increase the inflow of investments into all sectors of the Russian economy, both from sources within the country 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 corporate governance practices.

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 shareholders' interests is achieved, the more investment Russian joint-stock companies can count on, which will have a positive impact on the Russian economy as a whole. The prerequisites for the application of the Corporate Governance Code are as follows:

Most of the generally recognized principles of corporate governance have already been reflected in Russian legislation. Meanwhile, the practice of implementing its norms, including judicial practice, and the traditions of corporate governance are still developing and are often not satisfactory;

Good corporate governance cannot be ensured by legal provisions alone;

Many of the issues related to corporate governance lie outside the legislative sphere and are ethical, not legal, in nature.

Corporate governance in Russia is generally in line with the OECD Principles of Corporate Governance. In 2006, for the first time, the British Institute for Social and Ethical Reporting Assoischayshu and the British consulting group С8Р-№1 "ogk presented the corporate responsibility rating of Russian companies within the framework of the annual world rating. The study showed that although the average score of the Russian corporate responsibility rating is still significantly behind global, domestic business leaders showed results close to those of the world's best companies, which speaks of the effectiveness of corporate governance principles.

The MCC pays special attention to the board of directors, or rather, to its composition: the number and characteristics of independent directors. The MCC contains the following recommendation: independent directors should make up 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 criteria for the independence of a director with respect to transactions concluded by the corporation, in particular, related-party transactions, that is, the corporation needs independent directors when making these transactions. An independent director is recommended to recognize a person who has sufficient professionalism, experience and independence to form his own position, is able to make objective and conscientious judgments, independent of the influence of the executive bodies of the company, selected groups shareholders or other interested parties.

It should be borne in mind that under normal conditions, a candidate or elected member of the Board of Directors who is associated with the company, its significant shareholder, significant counterparty or competitor of the company, or is associated with the state, cannot be considered independent. In accordance with the best corporate governance practice, independent directors are understood as persons who have sufficient independence to form their own position and who are able to make objective and fair judgments, independent of the influence of the company's executive bodies, individual groups of shareholders or other interested parties, and who 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 Board of Directors may recognize a candidate or elected member of the Board of Directors as independent in circumstances when:

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:

a) an organization controlled by the society;

b) either a legal entity from a group of organizations, which 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 a candidate or a member of the Board of Directors and a person associated with him is such that they are not able to influence the decisions made by the candidate;

The candidate or member of the Board of Directors has a generally recognized reputation, including among investors, that testifies to 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 give an opinion on the independence of the candidate, as well as carry out a regular analysis of the compliance of independent members of the Board of Directors with the independence criteria and ensure the immediate disclosure of information on the identification of circumstances by virtue of which the director ceases to be independent.

Despite the fact that it is impossible to fully enumerate all possible circumstances that can affect the independence of the director, it recommends that an independent director of the MCC be considered a person who: is not associated with the company; is 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 municipality.

A person should be recognized as a person associated with society 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

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

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, they received remuneration and (or) other material benefits from the company and (or) organizations controlled by it in an amount exceeding half of the annual fixed remuneration of a member of the Board of Directors of the company. At the same time, payments and (or) compensations that these persons received as remuneration and (or) reimbursement of expenses for fulfilling the duties of a member of the Board of Directors of a company and (or) an organization under his control, including those related to insurance of their liability as members of the Board, are not taken into account. directors, as well as income and other payments received by these persons on the securities of the company and (or) the organization under its control;

Are the owners of shares or beneficiaries of the company's shares3, 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 amount of the annual fixed remuneration of a member of the Board of Directors of the company;

Are employees and (or) members of the executive bodies of a legal entity if their remuneration is determined by the Board's Remuneration Committee 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 Board Committee;

Provide consulting services to the company, the person controlling the company or legal entities controlled by the company, or are members of the governing bodies of organizations that provide 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, the company or its controlled legal

1 A substantial shareholder of a company means a person who has the right, directly or indirectly (through persons under his control), independently or jointly with other persons associated with him by an agreement of trust management of property, and (or) a simple partnership, and (or) instructions, and ( or) shareholder agreement, and (or) other agreement, the subject of which is the exercise of the rights certified by the shares (stakes) of the issuer, to dispose of five or more percent of the votes attributable to voting shares that make up the authorized capital of the company.

2 A significant counterparty of a company means a person who is a party to an agreement (agreements) with a company, the amount of obligations under which is two or more percent of the book value of assets or two or more percent of the company's proceeds (income) (taking into account a 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, which, by virtue of participation in the company, on the basis of an agreement or otherwise, receives economic benefits from the ownership of shares (stakes) and (or) the disposal of votes attributable to the shares (stakes) that make up the authorized capital of the company.

services in the field of appraisal activities, tax consulting, audit services or accounting services for individuals; or during the last three years were members of the management bodies of organizations that provided such services to the specified legal entities, or the rating agency of the company; or were employees of such organizations or a rating agency who were directly involved in the provision of relevant services to the society.

Also, a person associated with a company is a person if he has held the position of a member of the board of directors of the company for more than seven years in aggregate.

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

Are employees and (or) members of the executive bodies of a significant shareholder of the company (a legal entity from a group of organizations, which 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 of the annual fixed remuneration of a member of the company's board of directors. This does not take into account payments and (or) compensations that these persons received as remuneration and (or) reimbursement of expenses for the performance of 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 the specified persons on the securities of a significant shareholder of the company (a legal entity from a group of organizations that includes a significant shareholder of the company);

They 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 should be recognized as a person associated with a significant counterparty or competitor of the company if he and (or) persons related to 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;

Are the owners of shares (stakes) or beneficiaries of the 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 a municipality if he:

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

Is a representative of the Russian Federation, a constituent entity of the Russian Federation or a municipality in the board of directors of the company in respect of which a decision was made to use the special right to participate in management ("golden share");

Is or was during one year preceding the election to the board of directors of the company, a member of the executive body or another employee of an organization under the control of the Russian Federation, a constituent entity of the Russian Federation or a municipality endowed with managerial powers; an employee of a state or municipal unitary enterprise or institution4 if the specified person is 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 municipality.

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

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

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

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 the sole executive body or any other position in the state and municipal educational or scientific organization by decision or with the consent of state bodies authorities (local government.

Formation of executive bodies of the company and early termination of their powers, if by the charter of the company this is attributed to the competence of the Board of Directors;

Suspension of the powers of the sole executive body of the company and appointment of a temporary sole executive body, if by the charter of the company the formation of executive bodies is not attributed to the competence of the Board of Directors;

Submission for consideration general meeting shareholders of questions about reorganization (including determination of the coefficient of conversion of the company's shares) or liquidation of the company;

Approval of material transactions of the company5;

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

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

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

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

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

Consideration of the financial activities of the company for reporting period(quarter, year);

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

Consideration of the results of evaluating the effectiveness of the work of the board of directors, executive bodies of the company and key managers;

Decision-making on remuneration of members of the company's executive bodies and other key executives;

Review of the risk management policy;

Approval of the company's dividend policy.

Decisions on the most important issues of the company's activities are recommended to be taken at a meeting of the Board of Directors by a qualified majority of at least three quarters of votes - or by a majority of votes of all elected (not retired) members of the Board. To the issues, the decision on which is made

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

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

Approval of the company's dividend policy;

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

Determination of the price of significant transactions of the company and approval of such transactions;

Submission to the General Meeting of Shareholders of questions about the reorganization or liquidation of the company;

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

Submitting to the General Meeting of Shareholders 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) the company's securities convertible into its shares;

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

The Board of Directors should create committees for preliminary consideration of the most important issues of the society'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 that the audit committee be formed only from independent directors.

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

5 Material transactions of the company are understood as big deals companies, interested party transactions that are significant for the company (the materiality is determined by the company), as well as other transactions that the company recognizes as essential for itself.

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

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 related to the competence of the board of directors, regulating relations between shareholders, board of directors and executive bodies of the company, as well as issues of interaction with legal entities controlled by the company, and others. stakeholders.

The Remuneration Committee consists of independent directors and is chaired 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 revision of the company's policy on remuneration of board members, executive bodies of the company and other key executives, including the development of parameters for programs of short-term and long-term motivation of members of executive bodies. The Nominating Committee contributes to strengthening the professional composition and efficiency of the BoD by making recommendations in the process of nominating candidates for the BoD.

The work of the strategy committee contributes to improving the efficiency of the company in the long term. The tasks of the strategy committee include the following:

Determining the strategic goals of the company, monitoring the implementation of the company's strategy, making recommendations to the Board of Directors on adjusting the existing development strategy of the company;

Development of priority areas of the company's activities;

Evaluation of the effectiveness of the company in the long term;

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

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

Consideration of Change Issues organizational structure society and organizations under its control;

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

The Ethics Committee assesses the compliance of the company's activities with the ethical principles followed by the company and which can be recorded in the corporate code of ethics, develops proposals for amendments to the code, formulates a position on issues of possible conflict of interests of the company's employees, analyzes the causes of conflict situations arising from non-compliance with ethical norms and standards.

The MCC recommends that the committees submit annual reports on their work to the BoD. 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 evaluation the quality of the work of the Board of Directors is recommended to periodically - at least once every three years - involve an external organization. The effective work of the board of directors is an important factor in increasing the investment attractiveness of companies, the growth of their shareholder value, and the board itself is main element 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 in terms of introducing restrictions on the amount of severance pay, compensation and other payments in connection with the termination of labor contracts for certain categories of workers "dated April 2, 2014, set a limit to three times the average monthly earnings of severance pay paid to persons who leadership positions... The federal law refers to such persons the heads, their deputies, members of the collegial executive body, chief accountants of state corporations and state-owned companies, as well as organizations with a state share in the authorized capital of more than 50 percent, as well as managers, their deputies and chief accountants of state non-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 a CCP that meets the current realities of corporate governance in Russia indicate the growing importance of good corporate governance in Russia, as well as the implementation of this trend at the legislative and subordinate level. Large companies and open societies base the internal codes of corporate governance on the Corporate Governance Code of the Central Bank, however, this trend in relation to companies that do not enter the open market is not so obvious. To strengthen the trends in the implementation of proper corporate governance, it is necessary to create institutions of financial incentives for small and medium-sized businesses, as well as to involve hired personnel in corporate governance by increasing

the interest of the employee as a result of his final labor.

Continuing the topic of combating 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 Code corporate

management, 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 combating money laundering.

Bibliography

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

2. Code of corporate conduct. Approved at the meeting of the Government of the Russian Federation on November 28, 2001 and recommended for use by joint stock companies by the order of the Federal Commission for the Securities Market of Russia dated April 4, 2002 N 421 / r "On Recommendations for the Application of the Code of Corporate Conduct".

3. Corporate Governance Code. 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 in Russia. M. 2012.S. 242.

Shashkova Anna Vladislavovna - Candidate of Law, Associate Professor of the Department of Constitutional Law of the Moscow State Institute of International Relations of the Ministry of Foreign Affairs of Russia, lawyer of the Moscow Region Bar Association, Honorary Consul of Saint Vincent and the Grenadines, research interests include legal regulation of combating money laundering, and 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 situati on 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. Kodeks korporativnogo povedenija. Odobren na zasedanii Pravitel "stva Rossijskoj Federacii 28 nojabrja 2001 goda i rekomendovan k primeneniju akcionernymi obshhestvami rasporjazheniem FKCB Rossii ot 4 aprelja 2002 goda N 421 / r" O rekomendovan korporacii korpoi.

3. Kodeks korporativnogo upravleni. Pis "mo Central" nogo banka Rossijskoj Federacii No. 06-52 / 2463 ot 10 aprelja 2014g.

4. Pis "mo Banka Rossii No. 06-52 / 2463" O Kodekse korporativnogo upravlenija "ot 10 aprelja 2014g.

5. Federal "nyj zakon No. 208-FZ" Ob akcionernyh obshhestvah "ot 26 dekabrja 1995 g.

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]

The Bank of Russia begins work on amendments 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.

"Much is now being said about information technology, cybersecurity, fintech. More and more in this regard, we have a reasonable question of how well our corporate governance system meets the challenges of the time that we are witnessing," she said, speaking at the OECD-Russia round table on corporate governance.

On the one hand, she said, 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 reflect these threats properly, she added, reports 1prime.ru.

“The time has come for the Russian corporate governance code to reflect the management of IT technologies and cybersecurity at the proper level. We believe that the strategic role of the board of directors should be consolidated in organizing The board of directors must approve such a policy, as well as control the management in all other areas. The board of directors must have the necessary competencies to meet 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. A little more than 40 companies answered the questions of the Central Bank. Thus, 73% of companies confirmed that cybersecurity issues are a very relevant topic, 68% have already adopted internal documents defining the principles of IT and cybersecurity. Almost half of them 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 at meetings of the board of directors annually considered issues related to the development of IT or ensuring cybersecurity, said Kuritsyna.

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

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 two years later, it should rise to 20th place, this is the goal set by President Vladimir Putin in 2012. The roadmap contains 18 proposals, on the basis of which in 2016-2018. The Ministry of Justice, the Bank of Russia, the Ministry of Economic Development and Trade will develop specific amendments 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 points that affect the fulfillment of the Doing Business rating requirements, cannot yet be adequately perceived by companies, experts say.

More transparency Public companies are now required to report the remuneration of all members of the governing body in aggregate in their annual reports. According to the Doing Business rating requirement, this information should be published individually, with mention of the size of remuneration and names, because this is important for understanding the system of motivation in the company, says Spirin. This clause always provokes resistance from companies, says Spirin. In the opinion of Igor Belikov, director of the Russian Institute of Directors, management should explain why it received a bonus in case of non-fulfillment or incomplete fulfillment of planned targets or losses. A representative of a large public company told Vedomosti that the disclosure of information on remuneration to top management could lead to a warming up of the salary market. The top manager learns from the issuer's report that a colleague from another company receives more remuneration than he does, and will immediately ask the shareholder for a salary increase, the source suggested.

Companies' opinions

Anna Aibasheva, a representative of VimpelCom, told Vedomosti that information on top management's remuneration 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, said a company spokesman. 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 of its formation, if required by law.

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

Board members 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 get access to documentation on the "subsidiaries" of companies, as well as on transactions of affiliated companies.

Suspicious director

The authors of the document propose to clear the management bodies of companies from unscrupulous persons causing damage to companies. According to Spirin, the idea was put forward by central bank... If the director hid from the board of directors that he was connected with the counterparty when he made the transaction, and then this transaction led to losses (and the shareholders managed to prove this), he would be rightly disqualified temporarily, comments Spirin. According to Avagyan, 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 by his fault to the company. This is about expanding the concept of "control", says Avakyan. Responsibility will be borne not only by the parent company for the subsidiary. For example, the beneficiaries of the parent company can be held liable if the company, due to their inaction, has lost control over the subsidiaries and suffered damage. “This will give more grounds for dispute and significantly more possibilities to recover damages if the enterprise is in a pre-bankruptcy state, ”Avakyan comments. According to her, this strengthens the position of minority shareholders.

Change Roles

The changes should expand the powers of the boards of directors. Boards will be able to nominate their own candidates to the company's governing bodies, even if the shareholders have already nominated their candidates. According to Belikov, the 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 assigned to them. The authors of the roadmap propose to take this right from large 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 the Russian context, this increases the risks of controlling shareholders,” Belikov says. For public state-owned companies, the idea is to delegate appointment and dismissal powers to councils general director is irrelevant, because the council, which is dominated by directors-civil servants and professional attorneys, approves the candidacy of the general director according to the directive of the state body-curator (Federal Property Management Agency or the relevant ministry). Moving the process of preparing and making decisions to the boards of directors of state-owned companies can 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. Rosimushchestvo did not respond to Vedomosti's request.

Decisive details

According to the executive director of the Association of Professional Investors Alexander Shevchuk, raising Russia's position in the Doing Business rating will allow companies to improve their management system and increase their attractiveness for investors. However, the roadmap, if implemented, would give too much freedom to small shareholders, experts say. Thus, the roadmap assumes that shareholders will be able to get access to financial documents for filing a claim if their share in the authorized capital of the company is 10%. Now only shareholders with a 25% stake have this right. According to Spirin, a 10% stake in large companies can cost tens of billions of rubles and the owners of 10% of shares can be called minority shareholders only 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 be one of the most painful.

According to Belikov, the issues proposed by the roadmap are important, but secondary in comparison with the state of the economy in the country. Russia is rapidly rising in the Doing Business rating (in 2012 it was 120th), but business activity in the country is declining, the economy is stagnating, not 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 the OECD principles and overtook Canada, South Korea and China, but lags behind these countries in terms of investment inflows, the expert recalls.