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Corporate Secretary

Corporate governance is crucial to a company's long-term success. It is particularly important when preparing for an IPO, developing a corporate governance framework and implementing a corporate compliance programme, as well as guaranteeing the stability of corporate decision-making and managing executives and stakeholder liability risks. The legislation governing corporate procedures is currently being updated and digitalised, while the qualifications and skills required for the corporate secretary role are becoming increasingly stringent. The corporate secretary's job is becoming vital for maintaining the company's internal legal stability, ensuring process compliance and promoting effective communications between owners, governing bodies and management. Proper organisation of meetings, document safekeeping and information disclosure impacts not only on the company's reputation but also its executives’ personal responsibility.

The service is in high demand during periods of intensive business growth, including holding company restructuring and corporate reorganisation, management changes and entry onto public capital markets.

Services

How can BGP Litigation help?
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  • by providing support for management bodies (general meetings and boards of directors), including preparing agenda and materials, convening and conducting meetings, recording decisions and interacting with a notary and registrar
  • by organising board of directors and committee functions, including drawing up agenda, gathering and preparing documents, keeping minutes and monitoring decision implementation
  • by ensuring effective communication between shareholders, the board of directors, the CEO and the audit commission
  • by drafting corporate decisions
  • by auditing corporate decisions for potential management liability
  • by developing and implementing a group's internal documents
  • interacting operationally with the registrar regarding accounting of shares and corporate actions
  • by preparing and submitting documents to regulatory authorities (the Central Bank of Russia, the Federal Tax Service), ensuring compliance with the law on joint-stock companies and other regulatory acts
  • by continuously monitoring legislative changes and adaptation of internal procedures, including development and updating of board of directors regulations, dividend policies and other key documents
  • by providing support for corporate actions, from dividend payments to issue and placement of securities
  • by ensuring timely and accurate disclosure of the information required for joint-stock companies
  • by assessing and mitigating risks related to violations of corporate procedures, including preparing the company for regulatory inspections
Who will benefit most from the product?
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  • fast-growing holding companies
  • decentralised corporate groups
  • groups with a global presence
  • private holding companies with plans to go public
  • public joint-stock companies

Practice

Team

Timur Unarokov
Partner, partner committee member — Corporate Law and M&A
Elena Rybalchenko
Counsel — Corporate Law and M&A
Irina Kuyantseva
Counsel — Corporate Law and M&A