15 May 2013 - Moscow, Russia
The Technical Seminar 2013 provided a forum for the first public discussion of the revised draft of the Russian Corporate Governance Code. At the meeting, Mr. Dimitry Pankin, Head of the Federal Financial Markets Service, announced that the Code is expected to be adopted in the Summer 2013.
The meeting was well attended and brought together high-level Russian and international speakers and commentators. The discussions resulted in concrete and constructive comments which provided ideas and challenges to the drafters of the Code. Overall, the Technical Seminar consisted of four panels addressing substantive areas of the revised Code.
The first panel was devoted to chapter two of the new Code, dealing with the boards of directors. Members of the Code drafting team presented the content and the rationales of the proposed recommendations on board functions, independence criteria for directors, committees and board composition, among other major issues. While there was consensus that the section constitutes a major step forward, several comments on potential improvements were made.
The second panel centered on issues related to the system of remuneration. Again, the chapter was presented by its authors and the main provisions of the Code were explained. It was agreed that while there cannot be a one-size-fits-all approach, transparency and disclosure will play a key role in achieving an adequate remuneration system.
The third panel, on risk management and internal audit, started with a detailed presentation of the chapter of the Code. There was a lively debate among the speakers who represented the all relevant stakeholders. While certain major improvements (such as the requirement for a 100% independent audit committee) were largely approved, other areas such as the level of detail of certain provisions and the role of controversial revision commission, were commented and targeted as areas for possible improvement.
The fourth and final panel revolved around major corporate actions. It was highlighted that the Code was aiming to complement areas of the law that have shown significant weaknesses over time. The presentation was followed by a debate of the very definition of what constitutes a major corporate action. Although it was overall agreed that the chapter is a significant step forward by the Code, a number of provisions were identified as requiring fine tuning.