Regulation No. 454-P “On the Disclosure of Information by Issuers of Securities.”

Russia Current 2014

Published by the Russian Central Bank, this Regulation determines the scope, procedure and terms of the mandatory disclosure of information by issuers of securities. It applies to all issuers, including foreign issuers such as international financial institutions, whose securities are placed and (or) circulate in Russia (with exception to the Central Bank, issuers of state and municipal securities). The Regulation establishes disclosure requirements regarding organizations’ use of energy resources, code of corporate governance, and economic impact. Organizations are required to disclose the following: • information on the issue (additional issue) of securities; • information presented in the form of the securities prospectus; • issuer’s consolidated financial statements; • issuer’s quarterly reports; • information on the material facts in the issuer’s activity; • other information on the fulfilment by the issuer of its obligations and implementation of rights under the placed securities (or securities to be placed). It also regulates disclosure of annual reports by joint stock companies (JSCs). Notably, it requires JSCs to disclose in annual reports their market position, key company activities, report by BoD on key company activities, use of energy by types, company prospects of development, key risk factors, dividends, significant transactions, related party transactions, BoD composition, profile of BoD members and CEO, remuneration policy plus remuneration of BoD and CEO, and compliance with the Corporate Governance Code of the Bank of Russia. It also requires the audit commission (separate audit body in accordance with Russian corporate legislation) to provide assurance.

Scope

General sustainability/ESG/non-financial

Industry sectors covered by the instrument

All/none specified

Organizations covered by the instrument

Issuers of securities

Issuer type

Financial Regulators

Type of instrument

Regulation

Mandatory or voluntary

Mandatory

The geographical scope

National/federal

Project Partners