DOCUMENTS

Statutory documents and other by-laws regulating the activities of the Investor Protection Association, its Workgroups (Committees).

Charter of the Investor Protection Association. (chatrer_eng.rtf (87k))
In pursuance of the decision of the Coordination Center for Protection of Rights and Legitimate Interests of Investors the Executive office in cooperation with the General Advisor PriceWaterhouseCoopers (Landwell) started developing the Charter of the Investor Protection Association. Developers of the Charter studied the existing international experience of creation of similar organizations, and a model Charter was drafted. The document included some new sections as compared to the Provision about the Coordination Center - Conflicts of interests and Associated members.

On January 12, 2000 the Meeting of the Coordination Center members took place, where the participants reviewed the draft Charter, suggestions and remarks regarding it; defined the list of Founding Members of the Association, and the document was approved at the Coordination Center meeting from January 18, 2000.

Membership Rules in the Investor Protection Association. (rules_eng.rtf (54k))
In order to clarify the procedure of admission of new members of the Association the Executive Office drafted Membership Rules in the Investor Protection Association. After having collected and reviewed all suggestions and remarks from the Association members, the Rules of Membership were submitted for voting of the Board of Directors and approved taking into account presented remarks.

Membership Rules define the procedure of admission of new members, voting procedure and the amount of information to be presented by applicants about themselves. Specific emphasis is made in Membership Rules on the provision about potential conflicts of interests. Differently from the Membership Rules in the Coordination Center, the Association Membership Rules include the notion of Associated Members. The date of approval of the document - May 15, 2000.

The Provision about the organizational structure of the Investor Protection Association.
In accordance with Point 6.6.3. of the Association Charter and in pursuance of the decision of the Board of Directors from May 15, 2000 the Executive Office prepared the draft Provision about the organizational structure of the Investor Protection Association. The document was approved on September 1st, 2000, by order of the Executive Director of the Association.

The Provision defines the organizational structure of the Association and the structure of governance of the Executive Office departments, as well as the distribution of functions among them.

Provision about rendering of services by the Investors Protection Association to investors - not members of the Association.
The Provision about rendering of services by the Investors Protection Association to investors - not members of the Association. was developed to regulate the relationship between the Association and investors which are not members of the IPA, in the area of corporate governance and investor rights protection.

The Provision was drafted by the Association Executive Office. After collection and review of suggestions and remarks from members of the Board of Directors, the document was approved by absentee voting of the Board of Directors on October 12, 2000

Rules of procedure of Independent Directors Workgroup.
On November 30, 1999 the first meeting of the Workgroup on promotion of candidates from investors to elected management and control bodies of joint-stock companies. At this meeting the participants adopted the Rules of procedure of Independent Directors Workgroup, developed by the Executive Office of the Coordination Center. The document was also approved by the Coordination Center meeting.

The purpose of these Rules is to regulate the activities of the Workgroup, change the number of its members and clarification of decision making procedures.

Independent Director Declaration (Download declaration_eng.doc)
When the Workgroup began its activities and the process of promotion of candidates to management bodies of Russian issuers, the necessity arose for candidates to sign a document confirming their being independent.

The Coordination Center Executive Office drafted the Declaration of the Candidate to the Board of Directors of Russian issuers, which was approved taking into account remarks of the Workgroup members in December 9, 1999. The Declaration reflects main principles of activity of Independent Directors, as well as some of their responsibilities with regard to timely information of investors about possible corporate events of the issuer that may have an impact on rights and legitimate interests of shareholders.

Procedure of information exchange between Independent Directors, the Association and its members.
On September 21, 2000 the Procedure of information exchange between Independent Directors, the Association and its members was adopted at the meeting of the Workgroup. The document was approved by the Decision of the Board of Directors of the Association from October 12, 2000.

The adoption of the Procedure of information exchange allowed Independent Directors to implement declared principles of independence and information openness, and enabled investors to be better informed about the issuer.

Recommendations regarding the activities of independent directors on Boards of Russian issuers.
Independent Directors, in the course of their work in Russian enterprises, started facing multiple questions regarding organization and implementation of their functions.

Taking into account the existing experience of Independent Directors in Board of Directors of Russian enterprises, the Association Executive Office prepared model recommendations to assist Independent Directors, which were adopted at the Workgroup meeting from September 21, 2000, and approved by the decision of the Board of Directors of the Association on October 12, 2000.

Specific emphasis was made in the Recommendations on the process of decision making in voting on meetings of the Board of Directors of the company. The document describes issues of specific interest and attention from the point of view of protection of rights of investors who elected the Director. Besides, the document contains practical recommendations and clarifications of rights of Independent Directors.