Legal Aspects of Corporate Governance in Russia

Abstract

Corporate governance in Russia is subject to the present civil law provisions, contained in the Civil Code and laws regulating different forms of corporations, including companies, enacted in accordance with it, which concern governing bodies and decision-making procedures. The supreme governing body of the company is the general meeting of its participants, and the issues, which are within its exclusive authority, are enlisted in the law. A company must have an executive body that represents it. It may have also a collegiate executive body and a collegiate governing body for controlling the executive bodies. The members of the governing bodies are presupposed to act in good faith and reasonably, and they bear liability for negligence. The liability is personal as well as solidary (joint and several), but the persons who did not take part in the administration (or voted against) are not to bear liability. Characteristic for the liability of executives and representatives of company is, that their liability is to be realised simply at the moment when their duty to act in good faith and reasonably is violated. Keywords: Civil Law; Company; Governing Body; General Meeting; Decision- Making; Liability