Corporate governance
Our business is based on the principles of transparency and honesty towards our customers, partners and competitors. We are dedicated to continually improving the transparency and openness of our company.
Approach to corporate governance
We value our Company’s reputation and are committed to enhancing the transparency of management in all aspects of our operations. We have developed key rules for business and corporate ethics. They will be enshrined in the Kaspersky Code of Ethics, which is currently being drafted.
Key principles
- Ensure the transparency of corporate governance.
- Comply with our anti‑corruption policy by preventing violations thereof.
- Provide a high level of legal support for the protection of intellectual property.
- Reduce supply chain risks.
How our corporate governance system works
Kaspersky’s highest governing body is the board of directors, which is responsible for key decisions and adopts global policies and strategies that are implemented at all companies within the group. The current board of directors consists of four people, who have been employed permanently by the company for more than five years. There are no independent members on the board of directors, only executive ones.
Candidates for the board of directors are nominated by current board members.
Kaspersky does not have a permanent chairperson of the board of directors. The chairperson is elected at each board meeting, has no special powers and is also not the CEO.
Responsibility for the economic, social and environmental impacts of sustainable development has been delegated to Head of Corporate Communications Denis Zenkin.
Board of directors
Kaspersky
The sole executive body of JSC Kaspersky Lab and the LLC Kaspersky Group and a member of the holding company’s board of directors and governing board.
Tikhonov
A member of the holding company’s board of directors and governing board and the sole executive body of JSC Water Stadium Sport Invest.
Borschev
A member of the holding company’s board of directors and governing board and a member of the board of directors of LLC New Cloud Technologies.
Ivanova
A member of the holding company’s board of directors.
Governing board
The governing board of LLC Kaspersky Group determines the specific strategic and tactical steps that are essential to the Company’s operational development and the Group’s management structure, and also approves the appointments of senior executives.
CEO Eugene Kaspersky plays the decisive role in the Company’s management, since he is both the largest shareholder in the holding company and a member of the board of directors and the governing board.
Remuneration
The overall remuneration for members of Kaspersky’s highest governing body and senior executives is regulated by the Company’s general compensation policies and is comprised of the following elements:
- Fixed component (salary)
- Bonus (performance‑based) – paid based on the results of achieving individual goals defined for each position for the fiscal year
- Payments as part of a long‑term incentive program – made annually, but are tied to a three‑year reporting cycle and depend on the Company’s financial results as a whole (EBITDA and overall year ‑on‑year sales growth are used as the basis for calculating such payments)
The total compensation package for senior executives is made up of all three components of the remuneration system in approximately equal shares. This remuneration system makes it possible to reward the Company’s executives for individual successes and motivate them to achieve common corporate goals.
How we comply with anti‑corruption policies
Kaspersky is an international company that complies with laws and regulatory requirements around the world.
Kaspersky’s headquarters prioritize the laws of the Russian Federation, while its foreign offices adhere to local anti‑corruption legislation.
The basic principles of anti‑corruption are enshrined in the Company’s anti‑corruption policy, which was adopted in 2012. It is published on our official website and has been translated into 30 languages in the regions where Kaspersky operates. The main principle of the anti‑corruption policy is that our Company does not tolerate any forms of bribery or corruption among individuals or government officials and does not take part in any forms of unethical incentives or payments.
The compliance officer and its representatives in the regions are responsible for complying with the anti‑corruption policy. They investigate all potential violations, which any employee can report to their manager, compliance officer or its representatives, and also by calling the hotline 8–800–700–88–11 or sending an email to infosec@kaspersky.com. People can send a message or call anonymously if they wish.
Anti‑corruption practices
Kaspersky regularly assesses corruption‑related risks. We conducted such an assessment twice during the reporting period.
In addition, we annually inform employees about our anti‑corruption policy and related procedures. We have prepared and integrated an anti‑corruption policy into the contracts we sign with counterparties.
During the reporting period, we trained employees on anti‑corruption policies and procedures through a special online course dedicated to combating bribery and corruption. This course includes an introduction to the basic principles and main focuses of the Company’s anti‑corruption policy, including:
- The goals of anti‑corruption legislation;
- The importance of compliance with Russian and foreign laws on bribery and anti‑corruption;
- Behavioral patterns that lead to violations of anti‑corruption laws;
- The need to exercise caution in business relations with third parties;
- Internal control mechanisms that dictate employees’ activities in accordance with the anti‑corruption policy.
The anti‑corruption course is 30–40 minutes long. The test results following the completion of the course are entered into the internal system.
Throughout the reporting period, training was provided to all Kaspersky employees of the Company, ranging from senior management to junior specialists.
Plans to improve anti‑corruption practices in 2024
In 2024, we plan to update the materials of the anti‑corruption training course and also continue incorporating the best anti‑corruption practices into the Company’s activities.