Russia Corporate Governance Manual.  Davit Karapetyan, Polina Kalnitskaya, Igor Abramov, Natalya Kosheleva, Gregory Maassen and many other specialists contributed to this manual.

First edition: 10,000 copies in Russian, 1,500 copies in English. Published in 6 Parts. Printed in Moscow, Russia.
ISBN 5-9614-0085-9941 pages.

Prepared and Published by the International Finance Corporation and the U.S. Department of Commerce in Partnership with the Agency for International Business and Cooperation of the Dutch Ministry of Economic Affairs and the Swiss State Secretariat for Economic Affairs.

Russia Corporate Governance Manual Full Text (8.52 MB)

In April 2002, the USDoC and IFC, in partnership with Senter Internationaal and seco, agreed to jointly and cooperatively develop, publish, and distribute a corporate governance manual for open joint stock companies in Russia. This effort as initiated by and undertaken in cooperation with the Federal Commission for the Securities Market, the Ministry of Economic Development and Trade, the American Chamber of Commerce in Russia, the Russian Institute of Directors, the Independent Directors Association, and the Investor Protection Association.

The RCGP along with the USDoC’s Good Governance Program coordinated the development of this Manual. Representatives from the private sector, regulators, educational institutions, international organizations, the Russian government, and others provided feedback through a series of roundtables and public commentary.

In total, six round tables were organized in cooperation with leading Russian organizations active in the field of corporate governance, and the Manual was placed on the internet for further public commentary. The result of this inclusive consultation process is guidance that meets the needs of business, is practical in nature and easy to use, and provides detailed insight into the evolving Russian corporate governance system.

Part I - Corporate Governance Introduced

Chapter 1     An Introduction to Corporate Governance
Chapter 2     The General Structure of a Company
Chapter 3     The Internal Corporate Documents

Part II - Good Board Practices

Chapter 4     The Supervisory Board
Chapter 5     The Executive Bodies
Chapter 6     The Role of the Corporate Secretary

Part III - Shareholder Rights

Chapter 7     An Introduction to Shareholder Rights
Chapter 8     The General Meeting of Shareholders
Chapter 9     Corporate Governance Implications of the Charter Capital
Chapter 10     Dividends
Chapter 11     Corporate Governance Implications of Corporate Securities
Chapter 12     Material Corporate Transactions

Part IV – Information Disclosure and Transparency

Chapter 13     Information Disclosure
Chapter 14     Control and Audit Procedures

Part V – Special Focus Section

Chapter 15     Corporate Governance in Groups of Companies
Chapter 16     Corporate Governance Implications of Reorganizations
Chapter 17     Enforcement and Remedies

Part VI – Annexes

Model Corporate Governance Documents

Part I – Corporate Governance Introduced

Contents and Important Notice
Annex 1     The IFC Corporate Governance Progression Matrix for Russian Companies
Annex 2     A Model Charter
Annex 3     Table of Charter Provisions
Annex 4     A Model Company Corporate Governance Code
Annex 5     A Model Code of Ethics

Part II – Good Board Practices

Annex 6     A Model By-Law for the Supervisory Board
Annex 7     A Model By-Law for the Supervisory Board's Audit Committee
Annex 8     A Model By-Law for the Supervisory Board's Corporate Governance Committee
Annex 9     A Model By-Law for the Supervisory Board's Nominations and Remuneration Committee
Annex 10     A Model By-Law for the Supervisory Board's Strategic Planning and Finance Committee
Annex 11     A Model By-Law for the Executive Bodies
Annex 12     A Model By-Law for the Corporate Secretary
Annex 13     A Model Contract with the Non-Executive Director
Annex 14     A Model Employment Contract with the General Director
Annex 15     A Model Employment Contract with the Corporate Secretary
Annex 16     Model Minutes for the Supervisory Board Meeting
Annex 17     A Model Checklist for the Supervisory Board's Self-Evaluation
Annex 18     A Model Definition of an Independent Director

Part III – Shareholder Rights

Annex 19     A Model By-Law for the General Meeting of Shareholders
Annex 20     A Model By-Law on Dividends
Annex 21     A Model Notice of the General Meetings of Shareholders
Annex 22     A Model Power of Attorney (from an individual)
Annex 23     A Model Power of Attorney (from a legal entity)
Annex 24     Time Charts for the Preparation of the Extraordinary General Meeting of Shareholders

Part IV – Information Disclosure and Transparency

Annex 25     A Model By-Law on Information Disclosure
Annex 26     A Model By-Law for the Revision Commission
Annex 27     A Model By-Law on Risk Management
Annex 28     A Model By-Law on Internal Control
Annex 29     Guidelines on the Annual Report
Annex 30     Glossary of English-Russian Corporate Governance Teminology