Declaration
of Integrity
in Business Conduct in Saint-Petersburg



Training Needs Assessment in Business Ethics and Corporate Governance Improvement. (TNA)

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The “Training Needs Assessment in Business Ethics and Corporate Governance” Survey was conducted within the framework of CFBE’s Eurasia Foundation and USAID grant projects.

The main purpose of the survey is to identify the following:

• Recognition level of “corporate governance” and “business ethics” terms
• Knowledge level of corporate governance principles
• Level of companies awareness about FCSM Code of Corporate Governance
• Level of implementation of FCSM Code’s recommended corporate governance practices
• Obstacles for code implementation
• Effectiveness of training programs in corporate governance and business ethics
• Steps necessary for improving training programs in corporate governance anvud business ethics

Term of Project
The project team began work in August 2003. All questionnaires were collected by December 10, 2003.

Selection Criteria
Participating in the process were public joint stock companies from Saint Petersburg and the North West Region who have shown their commitment to improving corporate governance, or who have declared their intention (in the Press or on the Internet) to implement FCSM Code provisions. Companies received information about this project mostly through regional Departments of Commerce and Industry, the mass media, and the Internet.

36 Questionnaires Collected
Companies refusing to take part in the survey cited lack of interest, rejection by management, or stress of day-to-day operations as reasons for nonparticipation.

Survey Participants
The main participants were large industrial joint stock companies.

• 11% had fewer than 100 employees
• 29% had 100 to 500 employees
• 39% had 500 to 5000 employees
• 21% had more than 5000 employees.

In terms of industries represented, the two single greatest concentrations were 23% from the industrial appliance, engineering and “electro-technology” industries, and another 23 % representing the food and tobacco industries; the rest were scattered across a variety of other sectors including construction, pulp and paper, water transport, power, oil and gas, and numerous other industries

Who Answered the Questionnaires?
Half the respondents were representatives of top management with direct involvement in corporate governance procedures, such as CEOs, board members, heads of Corporate Governance and Development Department. The other half consisted of high level managers, such as financial directors and staff directors, who do not work directly in corporate governance areas.

Survey Results
The survey showed that most respondents have a good understanding of “corporate governance” as a term. However, 25 % of respondents understand “corporate governance” simply as “management of a public company,” ”general management,” or “management inside the organization.”

Most of the companies have a strong awareness of corporate governance principles.

Principles cited most frequently:
• Safeguarding shareholder rights – 75% of respondents
• Transparency of information -41%
• Transparency of ownership structure -15%
• Control of financial and economic activities – 15%
• Employees’ rights – 11%

5 participants listed all the principles described in the FCSM Code, or made explicit reference to the Code.

Most of the companies declare a policy of promoting good corporate governance, but there is some variety as to where these policies are set down:
• 53% - in the mission statement
• 47% - in the company’s charter
• 24% - in the company’s internal code of corporate governance

At the same time, 70% of respondents note that compliance with declared principals is still only partial, whereas 18% consider practices to be in complete harmony with stated policies.

High level of awareness of FCSM Code:
• 35% - have read the FCSM Code from cover to cover
• 38% - have read the FCSM Code in part
• 18% - have heard about the FCSM Code, but have never read it
• 9% - not even aware of the FCSM Code

Low level of implementation of corporate governance practices recommended by the FCSM Code. Only 35% of respondents supplied an answer to the question: “Is your company in compliance with the FCSM Code?” Of those who answered:
• 33% - stated full compliance with the Code
• 33% - stated partial compliance with the Code
• 25% - stated that company’s policies are not Code-compliant
• 9% - do not know

69% of respondents remarked that they have no executive body to ensure compliance with the FCSM Code.
The same percentage reported having no program to improve corporate governance practice.

But passing the FCSM Code in April 2002 caused several positive changes:
• 42% of respondents said that they started to devote more time to corporate governance procedures

Most companies have started to pay more attention to disclosure of information. For example, 45% respondents already prepared reports according to Generally Accepted Accounting Principles, and 36% have announced plans to do so.

The main barriers to widespread compliance with the FCSM Code, as gleaned from survey respondents (from most frequently cited to least):
• Lack of information on how to implement the FCSM Code and on the advantages of doing so
• Business culture in Russia is underdeveloped
• Not enough time to focus on compliance
• View code compliance as unnecessary or irrelevant
• Belief that such standards could never take root in Russia

Needs in Corporate Governance Training
All participating companies said they are in need of corporate governance training.

Survey findings suggest the following target audience:
• Chief Executive Officer (General Director, President)
• Board of Directors
• Corporate Secretary, Corporate Governance Department staff, and other related positions
• Public Relations Manager
• Corporate lawyers
• Other high-level managers

The most important spheres for training are:
• Internal financial controls
• Corporate conflicts
• Ethical behavior, openness, and trust
• The role and functions of the Board
• Risk management procedures
• Compliance with the law
• Shareholders’ rights

The following spheres were also mentioned:
• Training for Corporate Secretary
• Development of practical procedures to introduce corporate governance into day-to-day operations

Most respondents stressed the importance of hands-on training. The following themes merit special attention:
• Putting corporate governance principles into practice
• Typical solutions, recommendations
• Russian/foreign examples of best practices

Only 50% of respondents currently have training programs in place. Of this group, 32% employ external trainers.

Training organizations used most frequently (in descending order of popularity):
• Russian Institute of Directors
• Corporate Governance Institute
• Center For Supporting Corporate Governance And Business
• Higher Institute Of National Economy And Corporate Governance Of The Government Of The Russian Federation.

Business Ethics

“Effective corporate governance is one that is based on a core set of ethical principles that guide the company's actions, whether to rollout a new product or raise new capital. It establishes a framework for effectively assessing risk and detecting and preventing fraud and abuse by corporate insiders.”

Susan B. Hollinger,
Shareholder-Director of Gallagher,
Callahan & Gartell, PA

Understanding the Terms
In the survey, the term “business ethics” was usually understood, correctly, as ethics of business conduct, but respondents occasionally confused it with “business etiquette.”

Compliance with Business Ethics Standards
67% of respondents have no business ethics program. 33% have a program outlined in their Code of Ethical Behavior, ethical standards, corporate culture documents, and others. However, such business ethics programs often exist only on paper and are never used in day-to-day work.

50% of respondents have observed violations of ethical standards by their managers or colleagues. In many cases, the violator was not punished according to specified company procedures. Instead, the matter was just discussed among colleagues, and never officially settled.

Question: “How ethical are your company’s dealings with customers, suppliers, distributors, society, owners, state, management, employees, and employees’ families?” Respondents replied that their companies are:

In total compliance with ethical standards in relationships with:
• Owners – 53%
• Society – 47%
• Customers – 44%

In compliance for the most part in relationships with:
• Employees – 56%
• Management – 47%
• Suppliers – 47%
• State – 44%

The most serious observed violations of business ethics principles are:
• Bribes / kickbacks
• Disclosure of confidential information
• Theft

77% of companies consider that business ethics training is a necessity. The most important training areas are:

• Russian best practices
• Conflict resolution
• Reward and discipline systems for ethical and unethical behavior
• International best practices for implementation of business ethics standards
• Developing and implementing business ethics standards
• Psychological aspects of standards implementation – how to engage employees and encourage voluntary participation

Main Findings

• Most respondents are well aware of corporate governance principles
• Most respondents declare that their company has a corporate governance policy, but only 18% consider existing management practices to be fully aligned with declared principles, whereas 70% regard compliance as only partial
• High level of awareness of FCSM Code
• Low level of implementation of the Code’s recommended corporate governance norms
• Main barriers to fuller compliance with the FCSM Code are:

1. Lack of specific information about Code implementation and the advantages of implementation
2. Business culture in Russia is underdeveloped

• There is a serious need for training programs in corporate governance and business ethics

Conclusion
Survey results demonstrate awareness in the progressive Russian business community that higher standards of corporate governance and full compliance with the FCSM Code are essential to achieving sustainable growth, increasing market value, and attracting investment.
_______________________________________
* “Corporate Governance – is a system of interaction and mutual accountability between shareholders, Board of Directors, managers and other stakeholders (employees, creditors, supplies, local authorities, public organizations and so on), which aimed to increase profit with respecting to applicable legislative and international standards.” (Adopted from IFC)

Corporate governance basic principles:

1. Respect shareholders rights.
2. Equal attitude to shareholders, who own equal amount of the same shares type.
3. Board of Directors:

• Strategic governance of JSC,
• Effective control for executive bodies of JSC.

4. Executive bodies:

• Reasonable, fairness, effective governing with respect to companies interests.
• Accountability.

5. Disclosure full and accurate information about JSC.
6. Respect stakeholders rights.
7. Effective control for financial and economic activities of JSC.




 

     


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