Corporate Governance in Russia/CIS

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Reports and Opinions

Corporate Governance in Russia/CIS

This page presents a number of research publications and opinions on the current state and trends of corporate governance in Russia and the CIS.

Can Corporate Governance Be A Cure For Russia's Epidemic of Investor Risk Perception?

An article by Paul Ostling presenting a comprehensive overview of the present state of Corporate Governance in Russia and its broad implications for financial markets and the economy.

Posted with permission from the National Council on Corporate Governance, copyright 2013

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The role of the Moscow Exchange in establishing corporate governance standards on the Russian capital market (Russian only)

A research report by Oxana Derisheva and Elena Pastukhova of the Moscow Exchange presents the results of a survey of international investors on their perception of corporate governance in Russia (Russian only).

Posted with permission from the National Council on Corporate Governance, copyright 2013

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Global Board Practices Show Evidence of Evolution. Dan Konigsburg

Dan Konigsburg presents the results of a global survey of non-executive directors conducted by Deloitte centers for corporate governance in 19 countries.

Posted with permission from the National Council on Corporate Governance, copyright 2013

 

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The role of corporate governance in fighting corruption. John D. Sullivan et al.

John D. Sullivan and his colleagues at CIPE present their conceptual framework for the role of corporate governance in fighting corruption.

Posted with permission from the National Council on Corporate Governance, copyright 2013

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Discussion on Key Direction of Corporate Law Development in Russia. Svyatoslav Abramov, Rostislav Kokorev and Sergey Tsygankov

This paper considers the recent regulatory initiatives on corporate governance in Russia. The first set of issues under discussion relates to draft amendments to the Russian Civil Code, in particular, the strengthening of the law enforcement focus of the provisions on legal entities. Another set of issues concerns proposals for the liberalization of corporate governance regulation in business entities. The paper presents a detailed analysis of the proposed amendments and discusses the arguments of various parties.

Posted with permission from the National Council on Corporate Governance, copyright 2012

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Ongoing Issues in Russian Corporate Governance by Merritt B. Fox

Despite the substantial progress in the area of corporate governance in Russia, a wide range of issues remains unresolved. This paper deals with several topical issues concerning the infrastructure of corporate governance in Russia and discusses possible ways to address them. The article considers the specifics of corporate governance in public and private companies, the dividend policy of Russian companies, enforcement of financial and commercial disclosure requirements, the role of non-shareholder stakeholders, and the disclosure of beneficial ownership.

Posted with permission from the National Council on Corporate Governance, copyright 2012

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Towards Improving Russia's Boards of Directors by Sergei Guriev

The paper discusses the competing theoretical models of functioning of corporate boards and provides an overview of the empirical studies of boards of directors in Russia and elsewhere. No stranger to board service, Professor Guriev shares his views on the workings of Russian boards and provides his recommendations on what should be done to improve the effectiveness of corporate boards in Russia.

Posted with permission from the National Council on Corporate Governance, copyright 2012

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The Role of a Stock Exchange in setting Corporate Governance Standards by Oleg Shvyrkov

Building on the earlier research of the OECD, this paper considers the traditional role of stock exchanges in setting and enforcing corporate governance standards in various jurisdictions, and reviews the existing disclosure regulations and listing requirements that apply to Russian public companies. The paper presents some international comparisons and outlines areas for improvement in transparency. Using studies of the OECD and the International Organization of Securities Commissions (IOSCO) as a basis, the report provides an overview of regulations on insider trading and market manipulation in Russia, and draws some international comparisons.

Posted with permission from the National Council on Corporate Governance, copyright 2012

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Internal Audit: Current Status and Development Prospects by Alexey Sonin

The paper presents an overview of the development and current state of global internal audit practices. The author also analyzes the internal audit practices at Russian companies, considers the role and function that management assigns to the internal audit service and recent trends in internal audit practices in Russia.

Posted with permission from the National Council on Corporate Governance, copyright 2012

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Corporate Conflicts in Modern Russia by Sergey Stepanov

Corporate Conflicts in Modern Russia by Sergey Stepanov

The article deals with three types of corporate conflicts specific for Russian companies: minority shareholder against the majority shareholder, minority shareholder against the management / board of directors of state companies, and conflicts between large non-controlling shareholders. Each type of conflicts is considered in detail and with examples of real conflicts in Russian companies.

Posted with permission from the National Council on Corporate Governance, copyright 2012

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As risks rise, boards respond: a global view of risk committees

Boards of directors have been working hard to fulfill their risk oversight responsibilities in a challenging environment. Regulations are changing rapidly in most industries, and vary significantly across countries. Investors, analysts, and the public are demanding greater transparency into risk and risk management, as are creditors, counterparties, and other stakeholders. Many boards legitimately wonder not only what regulators want, but also which approaches to risk oversight actually work.

Deloitte set out to study a specific and very effective risk governance mechanism: board-level risk committees. This report reveals the prevalence of board-level risk committees (whether standalone committees focused solely on risk, or hybrid committees such as audit/risk) based on analysis of 400 large public companies in eight countries.

Here’s what we found:

  • Board-level risk committees are well-established and widespread — present in 38% of the 400 companies analyzed. About a quarter (22%) have standalone board-level risk committees, while 16% oversee risk through hybrid board-level committees. 
  • As might be expected, board-level risk committees are most prevalent in FSI companies (88%), but are also present in other industries (26%), often to a significant extent, depending on the country. 
  • Local regulations affect risk oversight structures. Australia, Brazil, Mexico, Singapore, the UK, and the US have regulations that require risk committees at the board level for FSI companies (sometimes dependent on the type and size of the company). 
  • Overall, 62% of all companies analyzed do not have a board-level risk committee. This largely reflects the lack of regulatory requirements for board-level risk committees in non-FSI companies in most countries.

The bottom line, is that every board should periodically assess the risk oversight and governance needs of the organization and take whatever steps it deems necessary to address those needs. A board-level risk committee, whether standalone or hybrid, is one effective means of attaining the necessary visibility into risks and risk management and of exercising risk oversight. It is also one that most boards should at least consider. Get the full story, download the report now.

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