Квазинезависимые директора в российских публичных компаниях: постановка проблемы и оценка ее масштаба

Экономическая политика. 2026. Т. 21. № 3. С. 112–151.

Muravyev A., Kambaralieva K.

The number or proportion of independent directors is a key characteristic of corporate boards that is regulated in most jurisdictions. As a concept, independent directors have no relationship with the company other than board membership. In practice, independence is operationalized through regulatory criteria that determine who qualifies as an independent director. But to what extent do companies comply with these criteria? This paper assesses the scale of independent director misclassification in Russian companies, compares the characteristics of quasi-independent and truly independent directors, and examines the factors determining election of quasi-independent directors. The authors employed descriptive, statistical and econometric methods on a 20% stratified sample of Russian publicly traded companies from 2009 to 2020 (596 company-years). Nearly half of the directors designated as independent fail to meet key independence criteria (mainly due to ties with shareholders) and are in fact quasi-independent. Truly independent and quasi-independent directors differ significantly in gender, age and citizenship. The share of truly independent directors has been gradually increasing over time. The likelihood with which quasi-independent directors are appointed to boards is linked to corporate governance factors (e.g., ownership structure) and prior company performance. In particular, firms with poor return on assets (ROA) in the year preceding board elections tend to select quasi-independent board members. These findings should be useful for regulators, exchanges, and investors seeking to improve corporate governance and reliability of disclosures.

Keywords: корпоративное управление, независимые директора, российские публичные компании, критерии независимости

Publication based on the results of: Economic and mathematical analysis of markets, games, and decision-making (2025)