Corporate Code of Conduct

The direct addressee of the corporate code of conduct are large companies with access to or seeking to obtain public capital markets.

The public capital market, clothed in the form of exchanges and other trading platforms where purchases and sales and other securities transactions take place , is a complex mechanism for harmonizing the interests of various securities market participants, from investors and issuers to regulatory and fiscal authorities . Extremely important for the development of the economy , this mechanism is also different and extremely fragile, which, if unbalanced, can lead to serious problems. The complexity and fragility of public capital markets determines the complexity of the measures and methods used to ensure their sustainability. The lack of state regulatory impact, which lacks the necessary flexibility and individuality in a competitive business environment, is widely recognized.

Responding to the existing need for deepening mutual trust and gaining additional competitive advantages on its basis, the securities market participants independently developed various mechanisms for harmonizing their relationships. Starting from the 80s-90s. last century, with the support of governments and international organizations (such as the World Bank , the European Bank for Reconstruction and Development , the Organization for Economic Cooperation and Development , etc.), these efforts became centralized and institutional. One of the results of this activity was a synthesis of the practice and the best examples of cooperation between corporations and investors, on the basis of which a community of participants in the securities market developed a set of formal recommendations.

The Russian business community also did not remain aloof from this process. Since 2000, at the initiative of the Federal Securities Commission of Russia, a public advisory council was convened, which, through the work of a number of expert groups, developed and submitted for public discussion its draft Code. The Code of Corporate Governance, amended and amended according to the results of public hearings, was finally adopted at a meeting of the Government of the Russian Federation on April 4, 2002.

Summarizing the content of the Russian Code and similar documents adopted in foreign countries, we can single out the following provisions that, in the opinion of participants of world securities markets, need voluntary self-regulation from members of the community:

• Ensuring equal rights of shareholders ;

• Making the Board of Directors of real significance as a strategic management body of the joint-stock company and control over the activities of executive bodies ;

• Avoiding unnecessary restrictions on the competence of the executive bodies of the joint-stock company while ensuring their accountability to the board of directors and shareholders;

• Ensuring maximum information transparency of the joint-stock company;

• Taking into account the legitimate interests of employees of the company and other groups of stakeholders;

• Ensuring maximum control over the financial and economic activities of the company in order to protect the rights and legitimate interests of shareholders.

• Corporate Governance
• Court of Honor
• Court of Honor (USSR)
• Information disclosure
• Association of Independent Directors
• IPO

• Corporate Code of Conduct. Corporate governance in Russia. Federal Commission for the Securities Market; Under the general ed. I.V. Kostikova. - M .: CJSC "Publishing House" Economics ", 2003. - 275 p. ISBN 5-282-02257-5
• Corporate Secretary in the corporate governance system of the company: studies.-Practical. benefit / under total. ed. Belikova I. V .; Grew up In-t Directors. - M .: Imperium Press, 2005. - 424 p. ISBN 5-98179-030-X
• Business ethics (Neopr.) . Methodical recommendations for Russian companies . - Developed by the Association of Independent Directors (IDA) and the Russian Institute of Directors (RID). The appeal date is February 24, 2014. Archived February 24, 2014.

• Text of the Code on the Federal Financial Markets Service of Russia website
• Collection of similar codes of foreign countries (in English)