Vacant positions on the boards of directors of various Russian companies after the departure of foreigners were in many cases filled by representatives of local management. This trend has led to a conflict of interest and a violation of the correct corporate governance structure, says Deputy Finance Minister Ivan Chebeskov.
According to Chebeskov, the shortage of quality representatives on the board of directors, which has been observed since last year, continues today. Foreign investors, representing the interests of both institutional investors and minority investors in general, left the companies’ management structures.
Chebeskov, the company’s management quickly began to advise its people to fill vacant positions.
“In my opinion, in many respects the vacuum was filled by representatives, one might say, of the management. Management said: well, we don’t have [члена совета директоров], let me propose some of my candidates. Here, of course, it seems that we have entered a little on the path of conflict of interest, when the representatives on the board of directors are, in reality, people nominated by the management,” he quoted RBC.
In particular, due to the outbreak of the Russian-Ukrainian armed conflict in 2022, Esko Aho (former Prime Minister of Finland) resigned from the Supervisory Board of Sber. In addition, former Austrian Chancellor Christian Kern left the supervisory board of Russian Railways.
This trend, according to the Deputy Minister of Finance, can contribute to “the destruction of the correct corporate governance structure, when we have a board of directors and management that is accountable to it.”
According to Andrei Zorin, deputy director of the Corporate Relations Department of the Bank of Russia, who also referred to the problem, only 19 of the 112 minority shareholders of PJSC exercised the right to propose candidates for the board of directors.
At the same time, Chebeskov notes, there will be personnel in the Russian Federation to replace foreign specialists, who may be members of industrial associations.
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