Corporate Governance Structures of Public Russian Companies

Article

Corporate Governance Structures of Public Russian Сompanies

Survey by the Deloitte CIS Centre for Corporate Governance, 2015

Our survey covers 120 Russian companies that have ordinary shares listed on tier 1 or tier 2 of the Moscow Exchange or on one of the leading international exchanges, such as the London Stock Exchange (LSE) (directly or through depositary receipts), the New York Stock Exchange (NYSE) and the NASDAQ Stock Market (NASDAQ). Our analysis covers virtually all listed Russian companies, with only a limited number of exceptions (companies listed elsewhere, i.e. other Russian exchanges, as well as in Hong Kong, Stockholm, Frankfurt, etc.). Our study covers listed companies for which Russia is the primary operating environment, regardless of their country of incorporation and the presence of a domestic listing.

Our analysis was based only on publicly available information presented in company documents (quarterly and annual reports, lists of affiliated entities, material facts notices) and on corporate websites. We accounted only for information published before 1 December 2015. Where such information was insufficient, particularly for our analysis of beneficial ownership, we relied on information presented in leading Russian business periodicals (Vedomosti, Kommersant, RBC). We excluded five companies from the sample due to either a lack of publicly available information on ownership structures (in two cases), or lack of any free float, based on public information (in three cases).

Methodology

The methodology used in the present survey accounts for corporate governance guidelines and standards presented in the new Russian Corporate Governance Code (2014). The new code spells out more detailed and stringent requirements, for example with respect to director independence, which we integrated into our methodology. We also adjusted our method for calculating free float, as substantiated in our discussion on ownership structures. 

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