Investor Protection Association
IPA
Protecting Investors Righs and Interests
Improving Investment Climate in Russia
IPA – 10 years of protecting investors
rights and interests in Russia
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Established
In 2000, Moscow. Founding members: NAUFOR, domestic institutional
investors, industrial enterprises
IPA members
25 major international and domestic investment funds working in Russia.
Total A.U.M. exceed $20bn.
The main purpose
To unite efforts of investors to protect their rights and improve corporate
governance in Russia
Reports to
The Council of the Association
IPA Board of Directors
Chairman of the IPA BoD: Alexander Branis, Prosperity CM
Vice Chairman: Aivaras Abromavicius, Partner, East Capital
Member/participant of:
Moscow International Financial Center, Project Group “Corporate law
and governance, taxation of financial operations”
Expert groups of the FFMS and the Ministry for Economic Development,
the National Council for Corporate Governance
Cooperation with ISS (an MSCI Brand)
IPA – improvement of legislation and corporate
governance practice in Russia

A united vote of investors with regard to reforming corporate and financial markets legislation;
- interacting with state authorities in respect of improvement of the legislation;
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Uniting efforts of investors for implementing higher standards and ensuring compliance with best
corporate governance practice in Russian companies in order to protect rights of investors
- representing interests (i.a. within the framework of a consolidated position) of shareholders at general shareholders meetings,
Boards of Directors and committees, efficient interaction with majority shareholders and many other activities;
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Alerting the public about violations and problems in terms of protection of investors and shareholders
rights
- active work with Russian and international mass media, information exchange between the IPA members;
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Facilitation in coflicts resolution, including support in court hearings;
- representing interests of shareholders/investors in conflict situations on behalf of a separate investor, as well as on behalf of
the general investment community represented in the IPA.
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IPA – a source of important up-to-date
information
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Active
participation
in
corporate
governance in Russia at the level of the
Association’s Board of Directors and
Committee for corporate conflicts
Online interaction with IPA independent
directors and conference calls for IPA
members
Voting recommendations to GSM on the
essential
issues
(restructuring/major
transactions/interested-party transactions)

Corporate news, forums, comments,
announcements and various information
on the IPA website
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Hotline on dividends related issues:
please contact us in case of any queries
regarding dividends: corporate regulations,
size and delinquent disbursement

“Top 100” database
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Draft laws and regulatory acts on the IPA website
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Assess/manage your investment risks with the
IPA: track record and rankings by degree of their
investment risk on 100 major companies
Be proactive, participate in shaping the market
environment, discuss online proposed
amendments to the legislation
Corporate governance alerts from IPA experts
–
Get updates on the most important issues of
concern for minority shareholders
IPA activities: supporting IPA members in a
wide range of issues
• IPA supports its members interested in active approach to investment
management in Russia in all issues regarding corporate governance and
protection of investors rights and their investments
• IPA has resources and capabilities for comprehensive coverage of respective
issues and adequate support to investors / shareholders
This may be of especial interest to international funds with no subsidiaries or full-scale
operating representative offices in Russia.
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IPA supports interests of investors at the level of
General Shareholders Meetings of Russian issuers
IPA supports investors in exercising their rights and securing their legitimate
interests at General Shareholders’ Meetings:
• monitoring of corporate events (dates of AGSM/EGSM, record dates), ensuring that shareholders
duly receive all the required information pursuant to the existing legislation;
• professional advice on proposed decisions / related documents - giving voting recommendations to
shareholders;
• voting at a GSM according to the instructions of an investor / assistance with custodies regarding
excerising shareholders rights;
• consolidation of minority shareholders’ votes on the most important issues, e.g., on proposed
M&A, large and/оr affiliated transactions, amendments to the Corporate Charter affecting rights of
shareholders etc.
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• public speeches and interaction with the mass media on behalf of the Association on all issues
affecting rights and interests of shareholders.
IPA supports interests of investors on the Board of
Directors / BoD Committees within the framework of
the program “Independent director”
• Consolidation of minority shareholders votes for election of independent directors
- For over 10 years the Association has run independent directors to Boards of Directors of Russian
companies
* Candidacy of an IPA independent director is approved of by the IPA Board of Directors after ppresentation
by IPA members; the IPA independent director is not in any way affiliated either with the management, or ith
majority shareholders and acts solely in interests of all shareholders, being compliant with international
independency standards.
** IPA candidates obtain positive recommendations by the ISS and international rating agencies.
•
Basic tasks of an independent director include:
- Control and monitoring of corporate decisions affecting interests and rights of minority shareholders
- Increase of the company’s transparency for minority shareholders
- Facilitating implementation and compliance with the best corporate governance practices in the company
- Taking part in drafting and implementation of the development strategy of the company
•
Representation of investors interests in BoDs committees / BoDs coordination councils
- the IPA directly participates in establishment and operation of advisory bodies at Boards of Directors in case
essential corporate decisions are to be taken, which could affect interests of all shareholders (positive experience:
restructuring of OJSC «RAO UES of Russia», establishing united OJSC «Rostelecom»)
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Representation of interests of IPA
members/investors in conflicts
IPA supports its members in securing their rights and legitimate
interests in conflict situations:
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Extrajudicial dispute resolution
•
Organisation of coordinated PR-actions on behalf of the Association
•
GR / support in interaction with regulating authorities
•
Expert support in drafting lawsuits and administrative appeals,
representation of interests in the process of court trial / administrative
proceedings
IPA is an umbrella for coordinated actions of
investors in corporate actions and disputes
The latest notorious corporate events in which the Association was engaged
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Representing interests of portfolio investors in the process of restructurings:
Establishment of the united OJSC «Rostelecom»/merger of the regional telecom companies;
- Merger of OGK-2/OGK-6, establishment of the largest generating company in Russia (among
OGK);
- Merger of Uralkaly / Silvinit
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Participation in corporate conflicts
- Infringement on rights of shareholders in connection with appraisal of shares of OJSC
«Silvinit» for purposes of merger with OJSC «Uralkaly»;
- Violation of minority shareholders rights in OJSC «GMK Norilsky Nickel»;
- Violation of rights of minority shareholders in OSAO «Ingosstrakh».
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Participation of IPA members in management
and policy-making process of the IPA
Active IPA members can delegate their representatives to IPA management
bodies:
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The Council of the Association (IPA members) annualy elects members of the
IPA Board of Directors (the Board of Directors is comprised of 12 members)
Any member of the Association could take part in operation of the Committee
for corporate conflicts at the IPA BoDs
IPA BoDs and its Committees:
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•
•
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Shape position of the Association, including public position, on the most
important and essential issues in respect of protection of investors rights and
interests, i.a. in conflict situations, in law-making process, in case of violation of
shareholders rights, etc.;
Approve of candidates to the BoDs of Russian companies;
Adopt the IPA’s budget and management reports;
Determine the candidacy of the IPA executive director;
Take other key corporate decisions.
The main advantages of membership
in the IPA
•
Joined efforts of the IPA members in respect of protection of their rights and
legitimate interests
•
Annual expenses of a member on active corporate governance within the
standard service package are USD 10,000
•
Possibility of maintaining confidentiality at investor’s discretion in most
cases in the process of corporate governance / PR actions etc. IPA employees
represent interests of the IPA and its members in general without disclosing specific
investor(s)
•
Pursuant to the law on insider information, corporate legislation, as well as
corporate governance standards IPA employees / ID are not regarded as affiliated
persons of investment funds, since all active corporate governance processes in the
IPA are duly regulated
•
To become an IPA member and take part in its activities a representative
office in Russia is not required
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Join your efforts with other
investors
This will allow you:
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To influence corporate decisions and improve corporate practices in joint
stock companies
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To manage your corporate governance related investment risks connected
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To ensure protection of your shareholder rights
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To weather corporate reorganizations and preserve control over your
assets
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To contribute to improvement of the legislation and regulatory
framework
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To be efficient in corporate dispute and conflict resolution
How to find us:
Denis Kulikov
IPA, Executive director
Tel: +7 (495) 510 5306
Email: kulikov@corp-gov.ru
Our address:
IPA Executive office
127473, Moscow,
1st Schemilovskii per., 17, office 11
Alexander Shevchuk
IPA, Deputy Director
Tel: +7 (495) 510 5306
Email: shevchuk@corp-gov.ru
Membership and general enquiries:
Tel: +7 (495) 510 5306
Email: inf@corp-gov.ru
IPA Members:
Deutsche Bank AG, Dart Management, East
Capital Asset Management, Equinox, Hermitage
Capital Management, NCH Advisors, Prosperity
Capital Management, Renaissance Brokers, SUN
Capital Partners, Templeton Asset Management,
Vostok Nafta Investment Ltd., Alfa Bank, Aton,
VFP, MC UralSib, Industrial Investors, KIT
Finance, , Leader , United Heavy Machinery,
Philip Morris marketing and Sales, Kazimir
Partners, PPF BETA Ltd., IC RUSS-INVEST,
EOS Russia, Fleming Family & Partners.
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IPA hot-line:
Seek advice or report abuse of your shareholder
rights
Tel: +7 (495) 510 5306
Email: shevchuk@corp-gov.ru
Our website:
www.corp-gov.ru (Rus)
www.corp-gov.org (Eng)