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Corporate Governance
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The Russia Corporate Governance Manual

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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

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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

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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

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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

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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

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