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End-Users Electricity Analysis of a DC-Coupled Hybrid Microgrid By Energy Systems Research, Vol. 1, No. 3, 2018 Implementation Of International Corporate Governance Standards In Russian Electric Power Industry G. I. Sheveleva* 1 Melentiev Energy Systems Institute of Siberian Branch of the Russian Academy of Sciences, Irkutsk, Russia Abstract — The paper considers the implementation I. INTRODUCTION of international corporate governance standards in Russian power generation companies. The The world experience of corporate governance shows implementation is mainly determined by analyzing that it is impossible to ensure the inflow of foreign whether or not Russian companies comply with investment and the successful development of companies Russia’s Corporate Governance Code criteria that are without an effective management system. Such a system based on these standards. An in-depth analysis involves helps determine the goals of a company and the methods additional assessments. These are the assessment of of their achievement, and constantly monitor the activity Russian boards of directors by Spencer Stuart; the of the company. High quality corporate governance Transparency International assessment of corporate provides access to capital markets and reduces its cost, reporting transparency in the largest Russian gives investors confidence that the capital they provide companies; the assessment of the Corporate Governance will increase the company’s capitalization, and will not Index of Russia based on the Good Governance Index be appropriated by corporate executives, the board of and an international methodology adapted to Russian directors or controlling shareholders; that investors will contexts; and the assessment of how the elements of participate in company’s profit on fair and equal terms. the international “soft law” are introduced. These Good corporate governance, coupled with effective additional assessments made it possible to consider the control and enforcement mechanisms, can increase criteria that are not included in the Code; to compare the level of confidence not only of external, but also of corporate practice in the Russian power generation Russian investors, strengthen the proper operation of companies with other Russian companies and the financial markets and, ultimately, stimulate more stable largest companies in Europe, the United Kingdom and the United States; and to study independent opinions of sources of funding [1]. Such management makes it professional and expert communities about the quality possible to strengthen the position of any country in the of corporate governance. The findings revealed that the World Bank Doing Business rating, in particular, due to overwhelming majority of Russian power generation the high “index of protection of the rights of minority companies do not meet the analyzed criteria that are investors”, especially noted by the Government of Russia significant for investors. This situation is indicative in the “Improving corporate governance” roadmap [2]. of weak implementation of international corporate The implementation of international corporate governance governance standards in these companies and their low standards that are trustworthy and understandable for any investment attractiveness. investors, contributes to its quality in Russian companies. Index Terms — Corporate governance, international Russian experience of corporate governance based on standards, implementation, Russian power generation the international standards is relatively small. The basic companies. milestone of their introduction into the Russian corporate ___________________________________________________ practice was the Code of Corporate Conduct (2002). In the Russian electric power industry, the experience of corporate *Corresponding author. E-mail: [email protected] governance is even smaller. Partly, the low investment attractiveness of Russian power generation companies is http://dx.doi.org/10.25729/esr.2018.03.0004 caused by the problems associated with the establishment Received November 26. Accepted November 26. Available online January 25, 2019. of new corporate relations that are adequate to the altered realities. After restructuring and privatization (2008), in © 2018 ESI SB RAS and authors. All rights reserved. most of them the effective owners did not appear. The 33 G. I. Sheveleva Energy Systems Research, Vol. 1, No. 3, 2018 formation of new corporate relations was exacerbated by of the international “soft law” elements into the practice other external conditions in comparison with the creation of of corporate governance of Russian power generation “typical” world models of corporate governance - “Anglo- companies, which are used in the countries with relatively American” and “German”. Such specificity, in particular, weak legal and regulatory frameworks was analyzed [27, was due to the relative weakness of the Russian securities 28]. market and the banking system, legal institutions, law II. INTERNATIONAL CORPORATE GOVERNANCE STANDARDS enforcement practices, the lack of competitiveness of the commodity, capital and labor markets. International standards (principles) of corporate The Code of Corporate Governance of Russia (Code) governance determine the global policy and practice of (2014) was another milestone in the improvement of corporate governance. They first appeared in 1999 as a Russian corporate practice. This Code clarifies the best result of the compilation of data on corporate governance standards of corporate governance practice for observing in the member-countries of the Organization for Economic the rights of shareholders that meet new needs, contributes Cooperation and Development (OECD). In 2014-2015, to their practical implementation, and acts as an effective these standards were revised and approved as the G20 / tool to improve the efficiency of company management OECD Corporate Governance Principles (G20 / OECD and ensure its long-term and sustainable development. Principles). Below they are listed in an updated form [1]. This document considers the improvement of corporate 1. The corporate governance should stimulate transparent governance «... as the most important measure to and fair markets and efficient allocation of resources. It increase investment flows to all sectors of the Russian must comply with the requirements of the rule of law economy, both from sources within the country and from and support effective oversight and enforcement. foreign investors» [3]. The main purpose of applying the 2. The corporate governance should protect the rights international standards in the Russian practice of corporate of shareholders and ensure fair and equal treatment governance is to protect the interests of all shareholders, of all shareholders, including minority and foreign regardless of the size of their block of shares. The higher shareholders. All shareholders should be able to receive the level of protection of shareholders’ interests, the greater effective compensation for violation of their rights. number of Russian companies will be able to count on 3. The corporate governance must provide strong large investments. incentives throughout the entire investment chain and The ultimate goal of this study was to determine require securities markets to operate so as to promote the current implementation of international corporate good corporate governance. governance standards in the Russian electric power 4. The corporate governance should recognize the rights industry, given the nation-specific contexts. Modern of stakeholders as provided by law or by multilateral international standards of corporate governance G20/ agreements, and stimulate active cooperation between OECD are shown. The implementation of international corporations and stakeholders in the light of creation standards in the practice of corporate governance of 13 of wealth, jobs, and financially sustainable enterprises. 5. The corporate governance should ensure timely and Russian power generation companies from the RBC-500 accurate disclosure of information on all essential list was comprehensively analyzed [4]. The analysis was company–related matters, including financial position, mainly based on the criteria for compliance of corporate results of operations, ownership and management. governance in these companies with the principles of the 6. The corporate governance should provide strategic Code [5-17]. For a more in-depth analysis, additional management of the company, effective control over assessments have been studied. These are the assessment management by the board of directors, and the of Russian boards of directors by the company Spencer accountability of the board of directors to the company Stuart [18–21]; the assessment of the transparency of and shareholders. corporate reporting of the largest Russian companies The G20 / OECD principles reflect global corporate by the organization Transparency International [22]; governance experience since 1999, including changes in the assessment of objective signs and opinions of the the corporate and financial sectors. They retain the same respondents of the Corporate Governance Index of Russia key elements of creating an effective corporate governance regarding good corporate practices [23–25]. The additional system: high transparency; accountability; supervision by assessments were necessary to study the implementation the board of directors; respect for shareholder rights; the of the international standards according to the criteria importance of the role of key stakeholders. that are not included
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