OECD Russia Corporate Governance Roundtable, 25-26 October 2012

The Roundtable held on 25-26 October in Moscow has become the first key annual event in the framework of the OECD Russia Corporate Governance Roundtable. The meeting was co-organized by the OECD and the Moscow Exchange, co-sponsored by the EBRD and Interfax acted as an information partner.

The Roundtable meeting focused on three main topics: i) board formation; ii) takeovers, tender offers and squeeze outs; iii) alternative dispute resolution mechanisms in the securities market. These topics were addressed by high level speakers, commentators and moderators, both from Russia and abroad, over the basis of papers commissioned especially for the meeting. Speakers included experts and practitioners from Russia, Brazil, the UK, Netherlands, and the United States.

Moreover, 15 recommendations were adopted at a plenary session elaborating on the results of the discussions of the March 30 2012 Technical Seminar in the following areas: a) the role of the stock exchange in setting corporate governance standards; b) disclosure and transparency; and c) enforcement of insider trading and market manipulation laws.

The meeting was extremely well attended by a wide circle of Russian and foreign participants, including representatives of issuers, regulators, authorities, experts, academia and other participants concerned by the development of corporate governance in Russia (about 400 people registered for the Roundtable and over 200 attended the meeting). Participants had an opportunity to actively participate in the discussion and showed real engagement. Discussions confirmed that the topics selected for the October Roundtable fit key challenges and the reform agenda in Russia.

Meeting Documents and Presentations

• Roundtable Agenda
• Summary of Proceedings English / Russian

Board formation

• Background paper prepared by V. Kostyleva and H. Lehuedé English / Russian
• Survey of Russian boards practices prepared by the IDA and PwC English / Russian
• Héctor Lehuedé, Senior Policy Analyst, OECD, presentation "Board Formation: OECD and Russia"
• Roger Barker, Head of Corporate Governance, British Institute of Directors, presentation "Board Formation: The UK Experience"
• Alexander Ikonnikov, Chairman, IDA and Alexander Chmel, Partner, PwC, presentation "Russian boards: selection, nomination and election survey"
• Paul Ostling, Independent Director, MTS, Uralkali, presentation "Board Formation: Governance and Value Creation"

Takeovers, tender offers and squeeze-outs

• Background paper prepared by D. Lovyrev English / Russian
• Alessio M. Pacces, Professor, Erasmus School of Law of the Rotterdam Institute of Law and Economics, presentation "The Law and Economics of Takeovers"
• Dmitry E. Lovyrev, Partner, MZS & Partners, presentation "Legal issues related to the acquisition of major stakes in Russian companies"
• Alexander Branis, Director, Prosperity Capital Management, presentation "Takeover regulation in Russia. Necessary amendments."

Alternative dispute resolution mechanisms in the securities market

• Background paper prepared by D. Lovyrev and K. Udovichenko English / Russian
• Andressa Bondioli, Head of Litigation at Arbitration Chamber, BM&FBOVESPA Brazil, presentation "Alternative dispute resolutions in the securities market"
• Alexander Cohen, Co-Chair, Latham Watkins' national office U.S.A., presentation "Delaware Chancery Court. Some Observations"

Breakout sessions and adoption of recommendations

Session А: The role of the stock exchange in setting corporate governance standards  

• Summary of the March 2012 Technical Seminar English / Russian
• March 2012 Technical Seminar Background paper English / Russian

Session B: Disclosure and transparency 

• Summary of the March 2012 Technical Seminar English / Russian
• March 2012 Technical Seminar Background paper English / Russian
• Erik P.M. Vermeulen, Beneficial Ownership and Control, 2012, OECD

Session C: Enforcement of insider trading and market manipulation laws

• Summary of the March 2012 Technical Seminar English / Russian
• March 2012 Technical Seminar Background paper English / Russian
• COSRA/IARC/OECD Latin American Roundtable Survey, Misuse of Privileged Information, 2011, OECD
• IOSCO Emerging Markets Committee, Insider Trading, How Jurisdictions Regulate It, 2003, IOSCO