Professor Alexander Settles

Russian Corporate Governance Structures

Required number of Directors

• At least five directors for companies with 1,000 and fewer shareholders with voting rights;
• At least seven directors for companies with more than 1,000 shareholders with voting rights;
• At least nine directors for companies with more than 10,000 shareholders with voting rights.

Who can be a director?

• Only individuals with “full dispositive capacity” can be directors. Directors should have the capacity to acquire and exercise civil law rights by their actions, be able to create civil law obligations, and fulfill these rights and obligations;
• A legal entity cannot be a director, although an individual who happens to be a representative of a legal entity can be elected to the Supervisory Board. In this case, the individual elected to the Supervisory Board may only serve in his capacity as a director and not as a representative of the legal entity, i.e. he must act in the interest of the company on whose Supervisory Board he is sitting and not of the company he is representing