This document discusses the importance of good corporate governance in Russia. It notes that both domestic and foreign investors are increasingly emphasizing good governance practices when investing in companies. The document then describes how a corporate governance manual was created with support from international organizations to provide Russian companies with tools to implement strong governance. The manual outlines governance structures and procedures and is intended to inform shareholders, directors and managers of their rights and responsibilities. Overall the document advocates for continued cooperation to advance corporate governance reforms in Russia and help create a better business environment.

1. Saint-Petersburg State University of Economics and Finance
Faculty of Management
International Business Program ( Master)
Magda Sanikidze
The Importance of normal Corporate Governance in Russia
During the last decade, policy makers, regulators, and market participants aroundthe
world have increasingly come to emphasize the need to develop good
corporategovernance policies and practices. An increasing amount of empirical
evidence shows that good corporate governance contributes to competitiveness,
facilitatescorporate access to capital markets, and thus helps develop financial markets
andspur economic growth.
Today, both domestic and foreign investors place an ever greater emphasis onthe way
that corporations are operated and how they respond to their needs anddemands.
Investors are increasingly willing to pay a premium for well-governedcompanies that
adhere to good board practices, provide for information disclosureand financial
transparency, and respect shareholder rights. Well-governed companiesare also better
positioned to fulfill their economic, environmental, andsocial responsibilities, and
contribute to sustainable growth.
Improvement in corporate governance practices can improve the decision-
makingprocess within and between a company’s governing bodies, and shouldthus
enhance the efficiency of the financial and business operations. Bettercorporate
governance also leads to an improvement in the accountability system,minimizing the
risk of fraud or self-dealing by company officers. An effectivesystem of governance
should help ensure compliance with applicable laws andregulations, and further, allow
companies to avoid costly litigation. Also, Russiancompanies should stand to benefit
from a better reputation and standing, bothat home and in the international community.
It is with this in mind that the International Finance Corporation — a memberof the
World Bank Group — the U.S. Department of Commerce, and thegovernments of the

2. Netherlands and Switzerland have combined their efforts toprovide Russian open joint
stock companies with a practical tool to implementgood corporate governance practices.
The Russia Corporate Governance Manualoutlines structures and procedures for
establishing and maintaining effective corporategovernance, and shows how the various
parts of a company interact. Inaddition, model internal corporate documents and other
practical tools are annexedto assist companies in implementing the many
recommendations made throughoutthis Manual. The Manual targets those individuals
directly involved in the governanceof Russian companies (Russian shareholders,
directors, and managers) andThe Russia Corporate Governance Manualis designed to
inform them of their respective rights and responsibilities withinthe corporate system.
As most of Russia’s large and mid-size enterprises were privatized into openjoint stock
companies, this Manual refers to and is based on the principal laws andregulations that
apply to open joint stock companies. In addition, it follows therecommendations of the
Russian Code of Corporate Conduct, developed under theauspices of the Federal
Commission for the Securities Market. Finally, the Manualrefers to generally accepted
international principles of corporate governance.We at the International Finance
Corporation and U.S. Department of Commercelook forward to continued cooperation
with Russian companies, marketparticipants, government authorities, and other
stakeholders in advancing ongoingcorporate governance reforms. A concerted effort can
move the corporate governancedebate from theory to practice, helping Russia in its
progress toward a betterbusiness and economic environment.