The focus areas should include:

  • A clear-cut segregation of duties among governing bodies
  • Balanced and high-performing Board of Directors 
  • and its committees
  • A balanced executive remuneration system ensuring alignment of the executives’ interests with the interests 
  • of the company and its shareholders 
  • Disclosure of complete and high-quality financial and non-financial information (on the website, in the Annual report, etc.)
  • Efficient organisation of interaction with shareholders and investors 
  • An efficient risk management and internal control system and an efficient internal audit function
  • A balanced dividend policy meeting the interests 
  • of the company and its shareholders
  • Efficient procedures for preparing and holding general shareholder meetings
  • Reliable procedures for prevention and settlement  of conflicts of interest
  • Efficient group governance and oversight of subsidiaries’ performance 

We can assist if you are looking to:

  • Perform a comprehensive assessment of your current corporate governance framework or its separate components; 
  • Establish corporate governance framework and mechanisms as prescribed by applicable regulations, requirements and standards (i.e. Corporate governance codes, listing rules, methodological guidelines and recommendations, etc.); 
  • Communicate and interact efficiently and effectively with your shareholders and investors; 
  • Assess the performance of your Board of Directors and its committees;
  • Improve the efficiency of your governing bodies' operating procedures;
  • Ensure appropriate segregation of duties have been established among the governing bodies and within your decision-making processes;
  • Enhance the oversight arrangements you have in place across a group of companies;
  • Develop / improve the performance of your risk management systems and processes; 
  • Develop / improve the performance of your internal audit function;  
  • Enhance the transparency of your business;  
  • Reduce the likelihood of corporate conflicts;
  • Prepare your company for a successful IPO. 

Our corporate governance experience:

  • We have successfully delivered complex corporate governance assessment and enhancement projects for numerous clients across multiple industry sectors in Russia and Kazakhstan.
  • We have assisted clients to effectively and efficiently implement corporate governance mechanisms that allow them to comply with the new Russian Corporate Governance Code and Listing Rules.
  • We have performed a number of high profile projects and research    activities together with the World Bank, the OECD and the EBRD. In particular we were involved in the World Bank's project to assess corporate governance arrangements in Russia in accordance with the ROSC methodology.
  • We have developed a Corporate Governance self-assessment methodology for Russian state owned companies at the request of the Federal Agency for State Property Management (Rosimushchestvo).

In addition:

  • Our experts are regular speakers at OECD’s round-table conferences and were involved in sessions at the St. Petersburg International Economic Forum covering corporate governance matters in Russia.
  • PwC is a partner of the Director of the Year National Award and we are a member of the Expert Board of the Award.
  • We provide support to the British Institute of Directors on corporate governance matters as part of their Chartered Director certification programme.
  • We are organisers of the annual Forum of Board Members and conduct an annual Russian Boards survey.
  • We were involved in preparing the corporate governance sections  within the Moscow Exchange IPO Guide.
  • Our experts are co-authors of the seventh annual National Corporate Governance Report of the National Corporate Governance Council (NCGC).
  • We have conducted a survey of the practices of director selection, nomination and election in Russian companies for OECD’s round-table in Russia.

Contact us

Alexey Fegetsyn

Partner, Corporate Governance, PwC Russia

Tel: +7 (495) 967 6403

Elena Dubovitskaya

Director, Corporate Governance and Sustainability, PwC Russia

Tel: +7 (495) 967 6441

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