ITA header image
 
 
ITA.DOC.GOV >> Goodgovernance : Current Page
 
 
Corporate Governance
www.ita.doc.gov/goodgovernance
 

The Russia Corporate Governance Manual

The following files are available in Adobe Acrobat© Download Adobe Reader

Preface (full text)

Part I - Corporate Governance Introduced (full text)

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

back to top

Part II - Good Board Practices (full text)

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

Part III - Shareholder Rights (full text)

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 (full text)

Chapter 13 Information Disclosure
Chapter 14 Control and Audit Procedures

back to top

Part V – Special Focus Section (full text)

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
(full text)

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

back to top

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

back to top

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

back to top

 

Links to web sites outside the U.S. Federal Government or the use of trade, firm, or corporation names within the International Trade Administration web sites are for the convenience of the user. Such use does not constitute an official endorsement or approval by the U.S. Commerce Department of any private sector website, product, or service.

Contact ITA | About ITA | Privacy Policy | U.S.Dept. of Commerce