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In the context of its corporate governance rating work conducted between 2000 and 2003, the Institute's experts also prepared reviews of the corporate governance practice of the rated companies.

The reviews were prepared on the basis of detailed expert assessment of the companies' corporate governance practices. Constitutive and internal corporate documents of companies, their financial statements, the structure of the management bodies and allocation of powers among them, the information transparency of companies for shareholders and many other aspects of the corporate governance were subjected to in-depth analysis.

The analytical materials placed special focus on assessing the risks of investing in a company, primarily, the risks associated with conflicts of interest among various groups of shareholders, as well as the financial risks. Careful attention was given to material corporate events in the company history (reorganizations, changes in the equity structure, additional share issues, etc.) analyzed from the perspective of the observance of minority shareholders' rights.

The structure of a review matched the structure of the sub-ratings assigned, i. e. companies were assessed by 6 parameters reflecting different aspects of the corporate governance:

  •  Information disclosure (promptness of the disclosure and completeness of documents disclosed publicly and upon shareholders' requests, etc.)
  • Shareholders' equity structure (controlling groups, clarity of the ownership structure, etc.)
  • Structure of the Board of directors and executive management bodies (affiliations, remuneration, quality of the records of meetings, etc.)
  • Principal shareholders' rights (the right to participate in the company's management, the right to receive dividends, etc.)
  • Expropriation risks (asset stripping, transfer pricing, dilution of shareholders' equity, etc.)
  • Corporate governance history (past violations of shareholders' rights, problems with regulatory authorities, financial reporting standards, audit reports, etc.).

Reviews of the quality of companies' corporate governance were conducted in the period from 2000 to 2003 on a quarterly basis. An annual review of the corporate governance practice of a particular company included the main report and 3 quarterly updates. The main report was prepared according to the year-end results on the basis of a review of the materials of the annual shareholders' meeting. Apart from the main report, the Institute prepared quarterly updates accounting for any changes that had taken place in the course of the year.

The Institute was conducting its corporate governance reviews from 2000 to 2003, offering rating assessment of first 40, and then 25 leading Russian companies.

 

 

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