This document discusses the importance of good corporate governance and board formation for companies seeking to go public or increase their market capitalization. It notes that emerging market companies often trade at a discount due to investor concerns about issues like rule of law, financial reporting, controlling shareholders, and corruption. However, companies that have improved their corporate governance through independent boards have been rewarded with higher valuations. The document advocates for a gradual process of evolving a company's governance over two years prior to an IPO, and notes some specific Russian legal considerations regarding board nominations and independence definitions. It provides examples of Russian companies like Uralkali and Polyus Gold that strengthened their governance and were subsequently rewarded in the market.

1. BOARD FORMATION:
Governance and Value
Creation
Paul J.Ostling
OECD Russia Corporate Governance Roundtable
Moscow, 25–26 November 2012
Co-sponsored by
Informational partner

2. Disclaimer: The views expressed in
this presentation are those of the
author and do not necessarily
represent the opinion of the OECD
Russia Corporate Governance
Roundtable, the OECD or its Member
countries, or of the Moscow
Exchange.
OECD Russia Corporate Governance Roundtable
Moscow, 25–26 November 2012
Co-sponsored by
Informational partner

3. IS THERE A COMPELLING VALUE
PROPOSITION FOR IMPLEMENTING
“BEST IN CLASS” GOVERNANCE /
BOARD FORMATION?
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4. EMERGING MARKETS LISTEES SUFFER A MATERIAL RISK
PREMIUM CHARGE –
Investors and regulators are concerned about:
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• “rule of law” (Yukos, YPF…)
• accuracy of financial reporting
(Puda Coal, China Forest)
• domination by “controlling
shareholders” (Volkswagon,
ENRC)
• behind the scenes government
influence or the influence of
networks connected to officials
(Rosneft-BP-TNK oligarchs)
• corruption (Hermitage Capital)
• “Repeatedly over the last 20 years,
when British shareholders are
surveyed they have responded that
they are willing to pay a premium for
better governance in their investee
public companies.”
• “When companies from emerging
markets have competed for capital
markets access using visibly better
corporate governance models, they
have been rewarded with higher
market capitalization.”
Example: Uralkali
EMERGING MARKETS LISTEES NOW TRADE AT 10% - 40% DISCOUNT

5. Good Corporate Governance Creates Value
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Corporate governance has
been linked to financial
performance
Poor governance clearly hurts
Good governance is a long-
term investment
Good corporate governance
creates trust

6. (…and, hopefully, transparency and high ethical standards….)
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WHAT ARE THE NECESSARY PREREQUISITES TO A
SUCCESSFUL & SUSTAINABLE IPO AND HIGH EV
(Achieved Target Multiple + Ongoing Market Cap
Enhancement)?
1.Business model that is “sellable”
2.Reliable, timely financial data
3.“Acceptable” corporate governance/board

7. ACCORDING TO A HBS 2010 STUDY: the factors
that indicate “success” inside the Russian market
(dominant, control-oriented owner/founder + “the
personal ‘way’ of the founder” + shorter term
bottom-line focused operational model) have NOT
translated well to the global markets without
significant remediation
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BUT…

8. Moving from a “controlling / dominating”
operational/management model to a “shared
oversight/ ‘governance’ model”
The octopus vs the shark vs the outsider
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SUCCESSFUL GOVERNANCE/ BOARD FORMATION IS
AN EVOLUTION, NOT A REVOLUTION

9. It normally takes 2 years to work with INEDs to reach the IPO-ready stageGE!
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Typical Metamorphosis from typical Russian “Ex-Co”
to “Governed Board”
There must be TRUST in the INEDs and the Board process from owners

10. 10
THERE ARE SOME SPECIFIC RUSSIAN
LEGALITIES THAT SHOULD
BE CONSIDERED:

11. RUSSIAN SHAREHOLDERS REPRESENTING 2% OF SHAREHOLDERS
HAVE THE RIGHT IN OJSCs TO NOMINATE DIRECTORS….
Therefore, if the “controlling shareholder” nominates all the
directors, there is a possible appearance of “controlled”
rather than independent directors
Therefore, the role of the Remuneration and Nomination
Committee can appear weak and superfluous
There should be consideration of giving the Board and the
R&N Committee a Role
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12. THE DEFINITION OF INDEPENDENT DIRECTOR
VARIES FROM THE NORM IN OECD, UK, US
E.g., director could have annual transactions up to
10% of company’s NAV and still be independent
E.g., could have transactions with the company
annually up to 10% of his or her annual income and
still be independent
Perhaps it is time to align the OJSC and OECD
definitions?
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13. THERE ARE MODELS OF ‘ENGAGING IN QUALITY
GOVERNANCE’ - Uralkali
PREMIUM LISTING IS AN EVEN FURTHER STEP
-– Polyus Gold
These companies took the time and effort to create
corporate governance as a strategic competitive
advantage. They are being rewarded by the
investment community for their efforts.
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