Directors’ Duties in Russia

>> Powers and Duties in Russia

You must act within the powers imposed upon you by the relevant legislation, the shareholders, the supervisory board (if any), the company’s Articles of Association and any specific power of attorney, if any. You are also required to implement the decisions approved by the shareholders and act in accordance with any specific powers that may have been delegated by the shareholders or by the Board of Directors itself, if any.

Duties – skill and care

In exercising directors’ powers, you are required to exhibit a certain degree of care, diligence and skills so as to act for the interests of the company prudently and in good faith.

In other words, you should act reasonably and take any and all actions that are necessary and sufficient to facilitate development of the company.

Duties – general

As a director, you must act in a way which  you think is most likely to promote the success of the company. You need to consider a number of statutory factors relating to corporate requirements, including the long term consequences of your decisions, the company’s reputation and the interests of other stakeholders such as employees, customers and the community.

Directors are obliged to exercise their office with due managerial care, with the term being defined as acting with:

  • loyalty to the company
  • caution
  • the required knowledge

In addition, and more specifically, as a director, you are expected to:

  • supervise the activities of the general director of the company
  • exercise your powers of approval of transactions so as to ensure that the company does not create a substantial risk of serious loss to the company itself or its creditors
  • report to the general meeting of shareholders on your activities and how the board of directors’ work was conducted during particular reporting period
  • avoid conflict between your interests and the company’s interests. If such a conflict of interests arises, the director shall notify the other directors, the shareholders as well as the general director of the company

Duties – other

There are many other areas of law that impose responsibilities and obligations on directors and senior managers. These responsibilities and obligations include:

  • You shall approve certain types of transactions by the company within the powers delegated to you (eg certain major transactions).
  • You shall approve acquisition or disposal of shares (totally or in part) held by the company in the charter capital of other companies.
  • You shall take decisions on the establishment of branches/representative offices of the company.
  • You have the power to call general

shareholders meetings of the company.

  • Russian Environment Protection Law establishes general requirements for various economic activities, including operation of various types of facilities. Should the company not be compliant with the regulations, it will be subject to administrative fines and/ or its activities can be suspended. Businesses operating in Russia and their management are required to assess what kind of impacts their operations may have on the environment and ensure compliance with the relevant regulatory systems.
  • Like all employees and affiliates, you must comply with Anti-Bribery and Corruption legislation, including the UK Bribery Act and the US Foreign Corrupt Practices Act, and must understand, follow and promote the De La Rue internal policies and procedures.
  • You must comply with all competition law and regulations. This could include approval of establishing unjustified high or low prices, unjustified refusal for the execution of contracts with particular regards to customers and creation of obstacles for other entities entering the market.
  • You bear the risks of entering into transactions that may be detrimental to the company.
  • You must comply will all areas of tax law and regulations. You are expected to supervise the tax efficiency programs used by the company. Failure to do so could leave the company liable for violations of tax legislation.
  • Generally, the company’s corporate secretarial provider will maintain the company’s statutory records but is there a duty on directors to ensure certain records are maintained while not necessarily within the premises/offices. For example, the company shall keep the minutes of the board meetings at the location of the company’s executive body or in another place known and accessible to all interested parties.

Latest version updated 9th April 2018

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