January 29, 2026
Corporate Governance Trends in Russia
Russian businesses are reassessing the foundations of corporate governance, shifting their focus from international standards towards building resilient domestic governance systems. Meritocracy, the strategic role of the CEO, and the adaptation of governance practices to the realities of the national economy are becoming increasingly important.
In recent years, Russian business has faced not merely a period of adaptation, but a reassessment of fundamental management principles. The departure of foreign companies, changes in ownership structures, and the redistribution of roles within corporations have made previously familiar corporate-governance models less universally applicable. The central question is no longer formal compliance with international standards, but rather a company’s ability to build resilient and effective governance systems suited to a domestic-market environment.

Shifts in Governance Practices

The effective turning point came in 2022. According to Russia’s Ministry of Economic Development, more than 1,000 foreign companies decided to suspend or cease operations in Russia during 2022–2023. Some exited the market entirely, while others transferred assets to Russian owners or moved their businesses to autonomous management structures.
Before 2022, many Russian companies developed their corporate-governance systems with global capital-market requirements in mind. This affected the structure of boards of directors, the role of independent directors, and the establishment of audit and remuneration committees. In practice, however, these elements often coexisted with a high concentration of decision-making power among owners and with substantial state influence—particularly in strategically important sectors.
According to the Bank of Russia, a significant number of Russian companies with foreign participation experienced changes in ownership structures and a redistribution of management authority in 2022–2023, against the backdrop of non-resident exits and restrictions on corporate interaction. These developments were accompanied by the redesign of management models and a strengthened role for internal teams. Analytical reviews published by the Russian Union of Industrialists and Entrepreneurs (RSPP) in 2023 noted that the departure of foreign partners represented not only a legal challenge for companies with foreign participation, but also a management challenge, requiring them to reconsider ownership structures and decision-making mechanisms.
Following the exit of foreign partners, the emphasis shifted from formal compliance with standards to their practical usefulness. According to the Bank of Russia, by the end of 2023, approximately two-thirds of public companies complied with more than 75% of the recommendations contained in the Corporate Governance Code. At the same time, the regulator has stressed that, under the new conditions, the key factor is not the existence of formal procedures but their actual impact on the quality of management decisions.
In practice, the effectiveness of a board of directors can be assessed through the frequency and format of its meetings, as well as the importance of the matters considered: were they strategic or operational in nature? Such analysis helps determine whether board time was used effectively—or, conversely, whether management sought to avoid accountability by shifting decisions to the board. It should include an assessment of decision quality, the impact of decisions on business results, and potential correlations between decisions taken and outcomes achieved.

The Growing Importance of the CEO

One of the most visible consequences has been a change in the role of the Chief Executive Officer. As external oversight has diminished and the operating environment has become more complex, responsibility for strategic and operational decisions has increasingly become concentrated within executive teams. This has also changed the CEO’s role.
Previously, in some companies, a CEO might have held a largely advisory or nominal position, while the owners effectively ran the business. Today, the CEO is increasingly becoming the pivotal figure responsible for the company’s resilience and its ability to adapt to new conditions.
The transformation has also affected boards of directors. In its reviews, the Bank of Russia noted that, in 2023, some companies held general shareholder meetings remotely and by absentee voting, while boards of directors often operated with a reduced number of members. This increased the burden on executive bodies and, at the same time, required boards to focus more clearly on strategic issues.
In this environment, the effectiveness of corporate governance is increasingly judged not by formal indicators but by the ability of boards and management teams to make decisions that support the business’s long-term resilience.

Meritocracy and Internal Capabilities

One of the notable shifts of recent years has been the growing emphasis on meritocracy and internal capabilities. Restricted access to international capital markets and external expertise has compelled companies to reassess the potential of their own teams. An employee’s value is now determined less by formal title and more by contribution, the quality of ideas, and the ability to take responsibility for the company’s development.
In practice, this is contributing to less rigid hierarchy and the emergence of more horizontal forms of collaboration. This approach is also extending to relationships with clients and partners, who are increasingly viewed as equal participants in an ecosystem rather than simply as sources of revenue.

The Direction of Transformation

More than 80% of investors are willing to pay a premium for the shares of companies with high-quality corporate governance. At a time of limited access to international practices, it is important for Russian companies to develop their own new governance rules, aligned with national interests and the domestic market. This entails building long-term strategies, integrating into target markets—particularly in BRICS countries—and developing joint ventures.
Companies may also reconsider their approaches to asset management, strengthening the role of the state and local senior management. Sustainable development and ecosystem governance are becoming key priorities, requiring the coordination of numerous stakeholders. Developing human capital remains an essential task: flexible working arrangements, corporate culture, and employee development—including through gamification—are increasingly becoming priorities.
New sovereign governance principles can provide flexibility and adaptability in response to changes in the external environment, particularly as businesses reorient towards Eastern markets. Yet successful implementation requires transparency, an understanding of the specific characteristics of partner countries, and the incorporation of leading global practices.
Effective governance does not lie in radical change, but in the careful calibration of the system. Russian business culture, shaped by both Western and Eastern approaches, is forming a distinctive model—one that may ultimately offer useful lessons for other countries.