The second meeting of the RID Forum on corporate governance issues, organized by the Russian Institute of Directors (RID) was held on April 24, 2002 in the conference hall of Rumiantsevskiy Palace (17/6, Maroseika Street, Moscow) under the slogan: «Board of Directors of a Joint Stock Company: Manager or Watchdog».
The choice of the topic is explained by the following reasons. On the one hand, over the past few years we can observe the increased importance of the work of the Board of Directors, better opportunities for the Board’s contribution to the company’s value and its successful development. On the other hand, drawbacks of the old approaches have become evident, such as orientation on the increasing number of «independent directors» in the Boards and consideration of the minority shareholders’ interests.
Main speakers at the Forum included:
– Alexander Branis, Director of «Prosperity Capital Management» investment company, Board member of OAO «Lenenergo», OAO «Nizhnovenergo», OAO «Rostovenergo», OAO «Kubanenergo».
«Managers and the Board of Directors: Between Scylla and Charybdis (Russian Energy Experience)».
– Vadim Kleiner, Ph.D. (Economics), Director of Analytical Department of «Hermitage Capital Management», Board member of «Volzhanka» Confectionary, member of Sberbank Supervisory Board.
«The Increased Role of the Board of Directors – Do Shareholders Win or Managers Lose?»
Participants of the Forum included:
Belikov Igor Vyacheslavovich – Director of the Russian Institute of Directors
Berlin Alexandr Davidovich – Professor of the Moscow State University, member of the supervisory councils of open joint stock company «Krasny Octyabr» and open joint stock company «Pervy Moskovski Chasovoy Zavod»
Branis Alexandr Markovich – Director of «Prosperity Capital Management» investment company
Grigorieva Alla Borisovna – Director of the Corporate Governance Department of OAO «Sviazinvest»
Golikova Viktoriya Vladimirovna – a researcher at the Institute of Enterprises and Market Analysis of the Higher School of Economics
Durnov Vyacheslav Sergeevich – Board Secretary of OAO «KamAZ»
Zhdanov Alexey Yurievich – Deputy General Director of OAO «Mining and Metallurgical Company Norilsk Nickel»
Zhdanovich Dmitry Vadimovich – Director of External Economic Relations Department of OAO «Surgutneftegaz»
Kleiner Vadim Georgievich – Director of Analytical Department of «Hermitage Capital Management» Company
Konstantinov Gennady Nikolaevich – Professor of the Higher School of Economics, Director of the Corporate Governance Center at the Higher School of Economics, World Bank expert on corporate governance
Kochetygova Julia Vladimirovna – Director for Corporate Governance Rating and Project Evaluation at «Standard and Poor’s» Company
Masiutin Svyatoslav Anatolievich – Professor, Chairman of the Board of Safonovo Machine Engineering Plant
Ostarkov Nikolay Alexandrovich – Head of Intercorporate Relations Department at the Russian Union of Industrialists and Entrepreneurs
Sinenko Alexandr Yurievich – Counselor to the General Director, Head of Expert-Legal Department of OAO «Surgutneftegaz»
Sklyarov Evgeny Yurievich – General Director of OAO «Fund Yamal»
Telegin Alexandr Mikhailovich – Deputy Director of Personnel Department at MPR
Fedorov Oleg Romanovich – Deputy CEO of Investor Protection Association (IPA)
Chebotarev Mikhail Yurievich – Chairman of the Board of OAO Moscow Confectionery «Krasny Oktyabr»
Trainings of Russian Institute of Directors
Another training course on «Corporate Director» for a group of corporate directors and specialists of several Russian companies, organized by the Russian Institute of Directors (RID), was held on April 13, 2002 in the «Daev-Plaza» Business Center (Moscow).
The following Russian companies and government bodies participated in the training:
- KamAZ
- Svyazinvest
- Metrostroi
- Sibtyazhmash
- Slavich Company
- Tsaritsyno
- Ministry of Property Relations (MPR official is a member of several boards. He represents the stocks in the ownership of the Russian Federation)
- The city government of Trekhgorny (the Mayor’s Office employee is a member of several boards representing the stocks in the municipal property).
In the trainees’ opinion, the course has given them knowledge on acute problems and impulse to start looking for the ways to improve corporate governance in their companies.
The main topics of the training «Corporate Director»
- Reasons for the increased importance of the corporate governance in ensuring the effective development of the company;
- Investors and corporate governance;
- Basic models of corporate control. Corporate governance participants;
- Basic components of the Board’s effective work;
- The Board’s role in the disclosure of information about the company’s activity;
- The Board’s role in the development and implementation of the corporate strategy;
- The Board’s role in the restructuring of the company’s management and risk management systems;
- Financial analysis for Board members
Trainees’ views and impressions
A.Grigoryeva, OAO «Svyazinvest» Deputy Director of Corporate Governance Department Board member of four Svyazinvest subsidiaries: «I think the training course on “Corporate Director» is useful both for Board members and for Directors of joint stock companies’ departments whose work is related to corporate governance. Such modules as «Organization of the Board’s work», «The Board’s role in restructuring and crisis management» and «Financial information in the Board’s activity» were of special interest to me.
V.Durnov, OAO «KamAZ» Board Secretary: «A new RID training course has given me an opportunity to compare corporate governance practices in OAO “KamAZ» with practices in other joint stock companies both in Russia and abroad. Most of the topics presented at the seminar are very useful, for example, «Organization of the Board’s work», the topics on the disclosure of information about the company, on the company’s strategy.
It seems that nowadays many directors underestimate the role of the Board of Directors and think that the company’s efficiency depends on 2 or 3 top managers. Maybe it used to be so earlier. However, a new corporate governance program provides for enhancement of the Boards’ role. I think that all those companies’ managers who care about the improvement of their professional level should take this course.”
The training course on «Corporate Director» was developed in 2001 by the Russian Institute of Directors, with the support of the Federal Commission for Securities Market (FCSM of Russia), in cooperation with the Center for International Private Enterprise (CIPE), USA, and Schulich Business School (Toronto, Canada). Leading Russian and foreign experts, issuer companies, consulting firms and professional securities market participants have contributed to the development of the training course and its adapting to the Russian reality.
The main idea of the course is to create a system of education for different categories of Board members (both executive and non-executive) of Russian companies. The main goal is to increase their professional level in organizing the Boards’ effective activity by encouraging interaction of different categories of corporate directors, with due account of investors’ expectations, the latest organization technologies and experience in this sphere, and by ensuring the growth of the Russian companies’ value.
RID President Kakha Bendukidze. RID Director Igor Belikov. Kitaigorodsky Proezd, house 7, stroenie 3, Moscow, RF. Tel.: (095) 220 4535, 220 4540, Fax: (095) 220 4545, Internet: http://www.rid.ru, e-mail: info@rid.ru.