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4.9. Specifics of Joint Stock Company Management with State Participation

Track: 4. Investments. Finance

Description

The Discussion Session is organized by Rosgeo

Issues to be discussed at the Session: the role of a governmental unit as an investor in a joint stock company the majority or the blocking shareholding in which belongs to a governmental unit (“Government Corporation”). Is the legacy model of Government Corporation corporate governance through corporate management regulation under articles of association and corporate documents efficient enough? Would it be reasonable to consider as a viable alternative Government Corporation corporate governance model based on the shift of corporate governance means and procedures regulation by a governmental unit to the level of a shareholder agreement with a governmental unit as one of the parties thereto?

Thus, the existing Government Corporation corporate governance scheme (articles of association plus corporate documents) may be upgraded in order to establish a flexible and efficient corporate governance model compliant with the needs of dynamically developing market economy consisting of dissimilar constituents. Enhanced powers and increased independence of Government Corporation’s management body members, evolution of authoritative corporate governance through decentralization, shift to governance based on discretion and the principle of free rights exercise by all the parties, are in line with global trends in corporate governance system upgrade in developed jurisdictions and show itself, inter alia, through more frequent election of independent directors to Government Corporation’s management bodies.

Additional issues to be discussed at the Session:

  • public interests support in the course of elaboration of Government Corporation corporate governance model;
  • increasing the investment appeal of the Russian economy, i.e. through better rating of the Russian Federation in Doing Business — meaningful actions falling within Government Corporation corporate governance;
  • current trends in Government Corporation corporate governance;
  • status of legislative initiatives in the area of corporate governance (i.e. to prohibit cross-shareholding, to change the scope of shareholder’s data protection rights);
  • D&O liability insurance and indemnity related to Government Corporation management bodies — domestic experience and prospects;
  • compliance with listing requirements and institutional investors’ requirements to transparent corporate governance and compliance with international standards and general practices applicable to Government Corporation corporate governance: does the existing model of Government Corporations’ corporate governance provide for their investment appeal?
  • coordination of Government Corporations’ objectives for development in industries socially and strategically relevant for such corporations, and the tasks related to their dividend programs implementation: possible directions of search for common grounds;
  • corporate conflict between the majority shareholder of a Government Corporation — a governmental unit — and minority shareholders: conflict resolution based on the principle of free exercise of material and procedural rights by all the parties.

Moderator:

Dmitry Pristanskov

Deputy Minister of Economic Development - Head of the Federal Agency for State Property Management of the Russian Federation

Speakers:

Elena Borisenko

Board Member – First Vice-President, Gazprombank

Arkady Krasnykhin

Partner, Egorov Puginsky Afanasiev & Partners

Mikhail Kazantsev

Deputy Director, Head of the Corporate and Property Relations Department, Rosgeologiya JSC

Tamara Merebashvili

Head of Corporate Governance and Property Department, Inter RAO Group


Biography
Date of birth

10 June 1977

Education

St. Petersburg State University, 1999

Postgraduate degree:
  • Candidate Doctor of Jurisprudence
  • specialist in Civil Process
  • Arbitral Process
  • Civil Law
  • Enterprise Law, Family Law
  • International Private Law
Career history

2016 to present Head of Corporate and Property Relations Cluster, PJSC Inter RAO

Dmitry Tolokonnikov

Deputy CEO for Legal Affairs, Russian Direct Investment Fund

Xu Xidong

Director of Legal Department, BGP Inc.


*This schedule may be subject to change