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Who in the joint-stock company develops the corporate governance code. Main Provisions of the New Corporate Governance Code

The Bank of Russia is starting work on amendments to the corporate governance code related to the development of information technology and cybersecurity, said Elena Kuritsyna, director of the corporate relations department of the Central Bank of the Russian Federation.

"A lot is now being said about information technology, cybersecurity, fintech. In this regard, we are increasingly asking a reasonable question of how our corporate governance system meets the challenges of the time that we are seeing," she said, speaking at the OECD-Russia roundtable 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 purposeful 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 issues of managing IT technologies and cybersecurity at the proper level. We believe that the strategic role of the board of directors should be fixed in organizing a system for managing risks associated with the development of IT technologies and issues of cybersecurity. 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 polled 84 Russian companies from the quotation list of the first and second levels of the Moscow Exchange. Slightly 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 that define the principles of IT operation and cybersecurity. Almost half have elected a director to the board of directors, who has the necessary competencies and skills in the field of IT and cybersecurity. Over the past three years, a third of companies have annually considered issues related to the development of IT or cybersecurity at meetings of the board of directors, Kuritsyna said.

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

Keywords

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

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

This article is about corporate governance in Russia, as well as the adoption and approval in 2014 Corporate Governance Code Bank of Russia and the Government of the Russian Federation. The article also provides 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 binding on the enterprise. In order to best comply with the above standards, as well as to carry out local rule-making on important production issues for the organization, in the structure of many foreign companies, as well as large Russian companies created special units. Given this 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; board of directors of the company; company corporate secretary; remuneration system for members of the board of directors, executive bodies and other key executives of the company; risk management system and internal control; disclosure of information about the company, information policy of the company; significant corporate action. 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 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 The Corporate Governance Code reflects the latest trends as well as the current situation with corporate governance in Russia today.

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

SIGNIFICANCE 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 Code of Corporate Governance by the Bank of Russia and the Government of the Russian Federation. The article also provides 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 binding on the enterprise. In order to best comply with the above standards, as well as to 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, 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 Government of Russia in February 2014. The Corporate Governance Code regulates a number of the most important issues of corporate governance, such as:

Board of directors of the company;

Corporate secretary of the society;

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 with laws against luxury, it is better to prevent it with such a management 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 CCG), approved by the Government of Russia 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 focused on 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 information disclosure, and in general everything related to the full-fledged activities of corporate governance bodies.

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

At the time the 2001 Code of Corporate Conduct was adopted, Russian legislation on joint-stock companies was insufficiently developed, which was demonstrated by numerous examples of violation 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 that dilute the shares of shareholders;

Abuses in the conduct of 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

Russian market practices of relations between shareholders, members of the Board of Directors (hereinafter referred to as the Board of Directors), executive bodies, employees and other interested parties involved in economic activity joint-stock companies. The Code of Corporate Conduct has provided shareholders and investors with clear guidelines for what should be required of companies and has contributed to increased shareholder and investor activism.

The crisis that engulfed the global 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 stability of companies and their long-term successful development. By that time, most Russian companies had exhausted the possibilities of catch-up growth of the Russian economy and were faced with the need to look for other sources and tools for long-term economic growth. This laid the objective prerequisites for the revision of the Corporate Governance Code. IN new edition the document received a new name - the Corporate Governance Code. This change is not just an editorial change, it reflects a change in approach and in the role given 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 Corporate Governance Principles. 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:

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

Society's SD;

Company corporate secretary.

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 CCG, I would like to dwell on the following postulates:

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

Establishment of a general principle of remuneration for 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, while 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 rewards.

The KCU aims to:

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

2) to 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 course of 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) determination of approaches to the reasonable and conscientious performance of duties by members of the Board of Directors; b) defining 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 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 on significant corporate actions (increase of authorized capital, takeover, listing and delisting of securities, 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, conduct 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 the companies' reporting for 2015. The principles of corporate conduct provided for by the code are formulated on the basis of the principles of corporate governance of the OECD. 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 conduct have already been reflected in Russian legislation, however, the practice of their implementation, including judicial and corporate behavior traditions, is still being formed. The current legislation fails to provide an appropriate level of corporate conduct, and the implementation of the necessary changes in the law is late. Legislation does not regulate, 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 law establishes, and should establish, only general binding rules;

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

Legislation is unable to respond in a timely manner to changes in the practice of corporate behavior.

In order to improve corporate governance, along with the improvement of legislation, it is also necessary to introduce the principles of CCG in joint-stock companies. Compliance is an integral part of the company's corporate culture, in which the fulfillment by each employee of his official duties, 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” to which the activities of the organization and its employees must comply? Let's dwell on the most significant:

First, these are the rules of law contained in laws and by-laws;

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

Thirdly, these are the rules of law contained in local regulations that are binding on employees of the respective enterprises.

There are proposals in the literature to divide compliance into legal and ethical norms. Compliance is an organizational and legal function, since today we are talking about controlling management, controlling 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 industry standards, enshrined in acts of self-regulatory organizations, and internal company standards.

Pointing to the regulation of the activities of the organization by mandatory rules, one cannot fail to mention such classical categories for domestic law as legality, legality and the rule of law. Legality is the rule of law, the strict enforcement of laws and other legal acts corresponding to them by all state bodies, officials and other persons. Legitimacy - conformity of phenomena social life requirements and permissions of the state will contained in the rules of law. Law and order - based on law and formed as a result of the implementation of the idea and principles of legality, such an orderliness of social relations, which is expressed in the lawful behavior of their participants. We can say that the rule of law is the rule of law implemented.

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

mi, enshrined in local regulations. Therefore, doing business in accordance with the principle of compliance automatically means the implementation of legality in the activities of the enterprise and ensuring its legitimacy. The 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 the mandatory rules as a principle of the organization's activities is a broader concept than the legality of doing business, and compliance as a state is, in turn, wider 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 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 standards.

Compliance is a concept brought to Russia from abroad by foreign organizations, relatively new and requiring additional research. To some extent, 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 collective agreement, social partnership agreement, local normative act. Therefore, as a result of the study, it may turn out that the lawful and ethical conduct of business is not a new independent process, but is reduced to categories already known to Russian law. However, as long as there are separate divisions in the Russian Federation, 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 that are binding on the enterprise. In order to best comply with the above standards, as well as to carry out local rule-making on important production issues 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 regulations in any case, regardless of the presence or absence of a system of bodies that ensure the lawful and ethical conduct of business.

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

management are responsible for compliance current legislation. Therefore, the main tasks of compliance bodies are the development and implementation of various documents containing the rules for the behavior of 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 collaborators lies in the implementation of activities related to minimizing risks caused primarily by violations of the law. The job structure of corporate governance in Russia is also the implementation of legal norms, which means compliance.

The main objectives 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 long term on the part of investors inevitably entails a decrease investment attractiveness 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 improve the stability and efficiency of joint-stock companies, increase the inflow of investments 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 the 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 the interests of shareholders can be achieved, the more investments Russian joint-stock companies will be able to 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 ones, and the traditions of corporate governance are still being formed and are often not satisfactory;

Good corporate governance cannot be ensured by legislation alone;

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

Corporate governance in Russia is generally in line with the OECD Corporate Governance Principles. In 2006, for the first time, the British Institute for Social and Ethical Accountability Associates and the British consulting group CSP-No. 1 "ogc presented the rating corporate responsibility Russian companies. The study showed that although the average score of the Russian corporate responsibility rating still lags far behind the global one, domestic business leaders showed results close to those of the world's best companies, which indicates the effectiveness of corporate governance principles.

Particular attention in the CCG is paid to the board of directors, or rather, its composition: the number and characteristics of independent directors. The CCG 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 sets out the criteria for the independence of a director regarding transactions concluded by a corporation, in particular related party transactions, that is, a corporation needs independent directors when making these transactions. It is recommended to recognize as an independent director 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 company's executive bodies, certain groups of shareholders or other interested parties.

At the same time, it should be taken into account that under normal conditions, a candidate or an 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 connected with the state cannot be considered independent. In accordance with the best corporate governance practice, independent directors are understood to be 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 company's executive bodies, certain groups of shareholders or other interested parties, and also have a sufficient degree professionalism and experience.

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

An associated person of a candidate or a 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 entities 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, that indicates his ability to form an independent position on his own.

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

Despite the fact that it is impossible to fully enumerate all the possible circumstances that can affect the independence of a director, the CCG recommends that an independent director be considered a person who: is not connected 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 a company if he and (or) persons associated with him:

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

to the organization company and (or) the managing organization of the company;

Are members of the Board of Directors of a legal entity that controls the company, or a controlled organization or a managing 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 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 performing the duties of a member of the Board of Directors of the company and (or) an organization controlled by it, including those related to insurance of their liability as members of the board. directors, as well as income and other payments received by the said persons on the securities of the company and (or) an organization controlled by it;

Are the owners of shares or beneficiaries of the shares of the company3 that make up more than one percent of the charter capital or total 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 company's Board of Directors;

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

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

Over the past three years, they have provided the company or legal entities controlled by it

1 A significant shareholder of a company is a person who has the right, directly or indirectly (through persons controlled by him), independently or jointly with other persons related to him by a property trust agreement, and (or) 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 (shares) 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 is a person who is a party to an agreement (agreements) with the company, the amount of obligations under which amounts to two or more percent of the book value of assets or two or more percent of the company’s revenue (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 Under the beneficiary of the shares of the company is recognized individual which, by virtue of participation in the company, on the basis of an agreement or otherwise, receives economic benefit from the ownership of shares (shares) and (or) disposal of votes attributable to shares (shares) that make up the authorized capital of the company.

services in the field of appraisal activities, tax consulting, auditing services or accounting services for natural persons; 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 directly involved in the provision of relevant services to the public.

Also, a person is recognized as a person associated with the company if he held the position of a member of the company's Board of Directors for more than seven years in total.

A person associated with a significant shareholder of the company should be recognized as a person if he and (or) persons associated with 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 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 amount 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 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 the said persons on the securities of a significant shareholder of the company (legal entity from the group of organizations, which 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 as a person 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

counterparty or competitor of the company or entities controlled by it;

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

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

Is or was, within one year preceding the election to the board of directors of the company, a state or municipal employee, a person holding positions in state authorities, 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 has been made to use a special right to participate in management (“golden share”);

Is or was, within one year prior to being elected to the Board of Directors of the company, a member of the executive body or other employee of an organization controlled by the Russian Federation, a constituent entity of the Russian Federation or a municipality vested with managerial powers; employee of the state or municipal unitary enterprise or an institution4 if the said person is nominated for election to the Board of Directors of a company in which more than 20 percent of the charter capital or voting shares of the company is under the control of the Russian Federation, a constituent entity of the Russian Federation or a municipality.

The company 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 meeting of the Board of Directors be determined taking into account the importance of the items on the agenda. The most important issues should be resolved at meetings held in person. These issues include, in particular:

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

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

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

Formation of the executive bodies of the company and early termination of their powers, if the charter of the company refers this to 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 refer the formation of executive bodies to the competence of the Board of Directors;

Submission for consideration by the general meeting of shareholders of issues of reorganization (including the determination of the coefficient of conversion of shares of the company) 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;

Submission for consideration by the GMS of the issue of transferring the powers of the sole executive body of the company to a managing organization or manager;

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

Issues related to the receipt by 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 financial activities companies for the reporting period (quarter, year);

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

Consideration of the results of the evaluation of the performance of the Board of Directors, the executive bodies of the company and key executives;

Deciding on the remuneration of members of the company's executive bodies and other key executives;

Review of 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 the votes - or by a majority of votes of all elected (non-retired) members of the Board of Directors. To the issues, the decision on which is 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 the financial and economic plan of the company;

Approval of the company's dividend policy;

Deciding on the listing of 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 GMS of questions on the reorganization or liquidation of the company;

Submitting to the GMS questions 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;

Submission to the GMS of 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 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 promote 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 CCG provides for the creation of the following committees: a corporate governance committee; remuneration committee; nominations committee; strategy committee; ethics committee; risk management committee; budget committee; health and safety committee

5 Significant transactions of the company are understood as big deals companies, 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 Significant aspects of the activities of legal entities controlled by the company are 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 performance and changes in the financial position of the group of organizations, which includes the company and under his control legal entities.

And 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 by preliminary consideration of corporate governance issues falling within the competence of the Board of Directors, regulation of relations between shareholders, the Board of Directors and the executive bodies of the company, as well as issues of interaction with legal entities controlled by the company, others 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 of members of the Board of Directors, executive bodies of the company and other key executives, including the development of parameters for short-term and long-term motivation programs for members of executive bodies. The Nominations Committee contributes to the strengthening of the professional composition and efficiency of the work of the Board of Directors, forming recommendations in the process of nominating candidates to the Board of Directors.

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:

Determination of the strategic goals of the company's activities, control over the implementation of the company's strategy, development of recommendations by the Board of Directors for adjusting the existing strategy for the development of the company;

Development of priority areas of the company's activities;

Evaluation of 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 on issues of direct and indirect acquisition and alienation of shares in the authorized capital of organizations, encumbrance of shares, shares);

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

Consideration of the financial model and model 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 assesses the compliance of the company's activities with the ethical principles followed by the company and which can be fixed in the corporate code of ethics, develops proposals for amending the code, formulates a position on possible conflicts of interest of the company's employees, analyzes the causes of conflict situations arising from 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. To conduct an independent assessment of the quality of the work of the Board of Directors, it is recommended to periodically - at least once every three years - involve an external organization. Effective work of the Board of Directors is an important factor in increasing the investment attractiveness of companies, increasing their shareholder value, and the Board itself is main element quality corporate governance system.

The Labor Code, as amended by Federal Law No. 56-FZ "On Amendments to the Labor Code of the Russian Federation with regard to the introduction of restrictions on the amount of severance pay, compensation and other payments in connection with the termination employment contracts for certain categories of workers" of April 2, 2014, established a limit of three times the average monthly earnings of severance benefits paid to persons who borrow leadership positions. The federal law refers to such persons heads, their deputies, members of the collegial executive body, chief accountants of state corporations and state companies, as well as organizations with a state participation share in the authorized capital of more than 50 percent, as well as heads, their deputies and chief accountants of state off-budget 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, which meets today's realities of corporate governance in Russia, speak of the growing importance of proper corporate governance in Russia, as well as the implementation of this trend at the legislative and sub-legislative level. Large companies and open societies base their internal corporate governance codes on the Central Bank's Corporate Governance Code, but this trend for companies that do not enter the open market is not so obvious. In order to strengthen the trends towards the implementation of proper corporate governance, it is necessary to create institutions for the financial motivation of 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 work.

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 of Corporate

management, adopted in the Russian Federation in 2014, reflects both the latest trends and the actual state of corporate governance in Russia today. The timely implementation of the corporate governance structure approved by the Bank of Russia is the key to the successful implementation of the anti-money laundering practice.

Bibliography

1. Bondarenko Yu. Effective management of compliance risks: systems 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 Commission for the Securities Market of Russia dated April 4, 2002 N 421 / r “On the recommendation for the application of the Corporate Conduct Code”.

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

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

6. Shashkova A.V. Entrepreneurial law of Russia. M. 2012. P.242.

Shashkova Anna Vladislavovna - Ph.D. in Law, Associate Professor of the Department of Constitutional Law of MGIMO (U) of the Ministry of Foreign Affairs of Russia, lawyer of the Bar Association of the Moscow Region, Honorary Consul of Saint Vincent and the Grenadines, the scope of scientific interests includes legal regulation anti-money laundering, as well as broader issues of financial and business law. E-mail: ashashkova@inno.mgimo.ru

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 on with corporate governance in Russia today.

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

1. Bondarenko J. 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 April 2002 goda N 421 / r "O rekomendacii k primeneniju Kodeksa korporativjanogo" povedeniju.

3. Kodeks korporativnogo upravleni. Pis "mo Central" nogo banka Rossijskoj Federacii No. 06-52 / 2463 dated 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.

E-mail: ashashkova@inno.mgimo.ru

MOSCOW, Feb 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.

“Subsequently, this practice may be annual,” she said. We are talking about 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 the perception of the best standards of corporate governance. Here, the state, not 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 to give appropriate instructions ", - said the head of the Central Bank.

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

Following the discussion of the document developed by the Central Bank Service for Financial Markets, 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 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

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

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, protect the rights of minority shareholders and attract foreign investors. The main goal is to improve Russia's position in the international annual ranking of Doing Business. This year, Russia ranked 51st among 183 countries in the ranking. And in two years it should rise to 20th place, which is precisely 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 will develop specific changes in the legislation, said the deputy head working group ASI in the direction of "Protection of minority investors", director of corporate governance at Prosperity Capital Management Denis Spirin. True, some of the proposals, especially those items that affect the fulfillment of the requirements of the Doing Business rating, 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 requirement of the Doing Business rating, this information must be published individually, with mention of the amount of remuneration and names, because this is important for understanding the motivation system in the company, says Spirin. This point always provokes resistance from companies, says Spirin. According to Igor Belikov, director of the Russian Institute of Directors, management should explain why they received a bonus in case of non-fulfillment or incomplete fulfillment of planned indicators or losses. A representative of a large public company told Vedomosti that the disclosure of information about remuneration to top management could lead to a heating 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 immediately asks the shareholder for an increase in salary, the interlocutor suggested.

Company opinions

Anna Aibasheva, a representative of Vimpelcom, told Vedomosti that information about top management's remuneration is personal data that is not subject to disclosure by law. If disclosure of remuneration information to each top manager and board member is required, RusHydro will comply with this requirement, a company spokesman 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 of the roadmap relate to the disclosure of information about related party transactions (by members of the board of directors, top managers or shareholders). According to Belikov, now the boards of directors are overloaded, approving all related-party transactions in a row, including for insignificant amounts. It is necessary to disclose information about the nature of the interest in detail, but introduce a materiality threshold for such transactions. If a deal is above this threshold, then it must be approved by the board, Belikov says. Elena Avakyan, Counsel at Egorov Puginsky Afanasiev & Partners, believes that there is no need to spend so much time at the pre-approval stage, but that control over the results of the transaction should be strengthened and the responsibility of the managers who make the decision to conclude the 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 clear the management bodies of companies of unscrupulous persons causing damage to companies. According to Spirin, the idea was put forward by the Central Bank. If the director hid from the board of directors that he was connected with the counterparty when he made the deal, and then this deal led to losses (and the shareholders managed to prove it), he would rightly be temporarily disqualified, Spirin comments. According to Avakyan, the ban on participation in governing bodies may, for example, apply to persons who have been convicted for economic crimes, or previously managed enterprises that went bankrupt.

The law “On joint-stock companies” will change the rules on the responsibility of the head for losses caused through his fault to the company. It's 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 may be held liable if the company, due to their inaction, lost control over subsidiaries and suffered damage. “This will provide more grounds for challenging and significantly more opportunities for recovery of damages if the company is in a pre-bankruptcy state,” Avakyan comments. According to her, this strengthens the position of minority shareholders.

Change Roles

Changes should expand the powers and boards of directors. The boards will be able to nominate their own candidates for the company's governing bodies, even if the shareholders have already put forward their candidacies. According to Belikov, the shareholders of the majority of 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 CEO is assigned to them. The authors of the roadmap propose to take away this right from large shareholders and transfer it to intermediaries - members of the board of directors, a significant part of which 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 publicly traded state-owned companies, the idea of delegating appointment and dismissal powers to councils CEO irrelevant, because the council, which is dominated by directors-civil servants and professional attorneys, approves the candidacy of the general director on the directive of the state body-curator (Rosimushchestvo or the relevant ministry). Moving the preparation and decision-making process to the boards of directors of state companies can give the corporate governance structures of state 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.

Decisive details

According to executive director Association of Professional Investors Alexander Shevchuk, the increase in Russia's position in the Doing Business rating will allow companies to improve their management system and increase their attractiveness to 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 access financial documents to file a claim if their share in the authorized capital of the company is 10%. Now only shareholders with a 25% share have such a right. According to Spirin, in large companies a 10% stake can cost several tens of billions of rubles, and the owners of 10% of the shares can only be called minority shareholders 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 can 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 road map are important, but secondary compared to the state of the economy in the country. Russia is rapidly rising in the Doing Business rankings (it ranked 120th in 2012), 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 ranked seventh in the ranking of compliance of the national corporate governance code with the principles of the OECD and overtook Canada, South Korea and China, but lags behind these countries in terms of investment, the expert recalls.

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 norms of a recommendatory nature 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 emphasizes 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 the company's transparency, unhindered access of shareholders to the company's documents, and the chairman of the board of directors must be available to communicate with the company's shareholders.

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 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 rigid hierarchy of executive bodies within holdings with a system of accountability for ‘subsidiaries’ of the parent company.

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

The procedure for electing members of the board of directors. The Code introduces criteria for the independence of the board of directors. In paragraph 2.4.1. The Code not only defines an independent director, but also emphasizes that “a candidate (an 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 connected with the state cannot be considered independent.”

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

Remuneration system for members of the board of directors, The Code, first of all, limits the amount of "golden parachutes" in case of early termination of the powers of members of the executive bodies and key executives at the initiative of the company. Now for the heads of public companies, termination benefits should not exceed "two times the amount of the fixed part of the annual remuneration". For executives 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 for a fixed annual remuneration over any form of "short-term motivation and additional material incentives." These norms are supposed to create a new corporate culture of executive compensation.

Protection of the rights of shareholders and disclosure by the company of information about its activities The Code details the procedure for preparing for the holding of general meetings of shareholders, the notification procedure and terms for notifying 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 obtain information directly from the Code on those issues, the solution of which should take place 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 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 activities of the company. Thus, the burden of responsibility for violation of the rights of shareholders 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 took place during the conflict between minority shareholders of TNK-BP Holding 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 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, in May 2014, the Expert Council under the Government of the Russian Federation proposed a list of 100 companies for which the implementation of the provisions of the Code in their corporate practices will become mandatory. In the future, the list was decided to be reduced to 30.

An effective mechanism of influence will be the requirement of the Moscow Exchange for the corporate governance of issuers . On the official website of the Moscow Exchange, 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, the observance of which is mandatory, are posted for familiarization.

Besides, Central bank will conduct regular monitoring of 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 annual reports of companies for 2015.

These measures have already had some positive effect. In particular, OAO NK Rosneft announced an increase in the level of listing of its shares (transfer of shares of OAO 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 is an attempt to significantly change the corporate practices of Russian public companies. In particular, the regulations 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 shareholders of the company. The Code also raises the 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 members of the board of directors is intended to guarantee 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 executives of the company are intended to reasonably limit the amount of remuneration of such employees, to exclude 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, 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 worth hoping that the Code will be actively applied by public companies. It is possible that the Code will also influence judicial practice and allow courts to interpret the provisions of legal acts 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 the adaptation of generally accepted international standards in the field of corporate governance.