Rules on Independence and Impartiality of Arbitrators of the Arbitration Centre at the RSPP

Article 1. General provisions

1. These Rules of the Arbitration Centre at the RSPP (the “Arbitration Centre”) are adopted pursuant to the Federal Law “On Arbitration (Arbitral Proceedings) in the Russian Federation” and the Law of the Russian Federation “On International Commercial Arbitration”. These Rules set requirements of independence and impartiality of arbitrators in relation to arbitration administered by the Arbitration Centre.

2. These Rules are developed in accordance with and on the basis of documents prepared by international and national professional associations and leading permanent arbitration institutions.

3. Application of the Rules is subject to agreement between the parties, the Regulation on the Arbitration Centre, the Arbitrations Rules of the Arbitration Centre, other regulations of the Arbitration Centre and other applicable laws.

Article 2. Subject of regulation and scope of application

1. These Rules provide standards of ethical conduct for arbitrators, individuals offered to act as arbitrators and candidate arbitrators, including requirements relating to their independence and impartiality, disclosure of certain circumstances and their communications with the parties to arbitration and their representatives.

2. These Rules shall apply to any arbitration administered by the Arbitration Centre.

Article 3. Basic terms and definitions

1. For the purposes of these Rules, the following terms and definitions shall be applied:

1) “arbitrator” - an individual selected by a party or duly appointed to resolve a dispute by arbitration, who has expressed his or her consent to act as an arbitrator, including a president of the arbitral tribunal a sole arbitrator, a reserve president of the arbitral tribunal, a reserve sole arbitrator and a reserve arbitrator;

2) “individual offered to act as arbitrator” - an individual selected by a party or appointed to resolve a dispute by arbitration, who has not yet duly expressed, under the established procedure, his or her consent to act as an arbitrator or who has not refused such selection or appointment.

2. Any other terms and definitions used in these Rules shall apply their meanings as set out in the regulations of the Arbitration Centre and laws of the Russian Federation.

Article 4. General requirements for the independence and impartiality of arbitrators

1. From the moment of accepting the powers of an arbitrator and throughout the course of the arbitration, an arbitrator must be and remain independent and impartial in respect of the parties to the arbitration.

2. An arbitrator is not independent if, from the viewpoint of a reasonable informed person, there are reasonable doubts that there is no such independent relationship between the arbitrator and the parties to arbitration, their representatives, experts, advisors, witnesses, who are able to influence the arbitrator’s opinion on the case.

3. An arbitrator is not impartial if, from the viewpoint of a reasonable informed person, there are reasonable doubts that he or she has, directly or indirectly, an interest in the outcome of a case and has any preconceived preferences or other bias in respect of a particular party to arbitration, its representative, expert, advisor, witness who are able to influence the arbitrator’s opinion on the case.

Article 5. Circumstances which unconditionally impede the exercise of arbitrator powers

The following circumstances are a clear indication of lack of independence or impartiality and impede the exercise of the powers of an arbitrator:

1) an arbitrator, his spouse or close relative acts or has prior acted in the case in question as a party to arbitration, its representative, expert, advisor or witness;

2) an arbitrator, his spouse or close relative holds a significant amount of shares in the authorised (share) capital or serves as a member of an executive body, board of directors (supervisory board) or another body of the legal entity that acts as a party to arbitration or is a parent or a subsidiary company in relation to a party to arbitration or its representative. Such shareholding shall be deemed significant if such an arbitrator, his spouse or close relative individually or jointly holds an amount of shares exceeding one percent of such an authorised (share) capital;

3) an arbitrator is a spouse or close relative of an arbitrator sitting on the same panel of arbitrators;

4) an arbitrator is employed by a party to arbitration (it’s parent or subsidiary company) or its representative, or receives remuneration from them under civil agreements, or represents a party to arbitration in other unrelated proceedings, or acts as an expert or advisor therein;

5) an arbitrator has made public announcements in respect of the case in question and, in particular, has publicly given his or her legal evaluation of it.

Article 6. Circumstances which require disclosure

1. An arbitrator must, without delay, disclose any circumstance that may raise doubts to his or her impartiality and independence in the eyes of the parties to arbitration.

2. Any doubts must be interpreted in favour of disclosure of relevant circumstance.

3. In particular, the following circumstances are to be disclosed:

1) an arbitrator has been employed by a party to arbitration (or such party’s parent or subsidiary company) or its representative, or received remuneration from them under civil agreements for three years preceding the commencement of arbitration;

2) an arbitrator has represented any of the parties to arbitration in any other unrelated proceedings or acted in another case involving one of the parties to arbitration as a representative, expert or advisor for three years preceding the commencement of arbitration;

3) an arbitrator is employed by or receives remuneration under civil agreements from an entity, or is a member of a bar association based on a condition that such an entity or bar association (as well as members of such an entity or bar association) provides or has provided legal services to one of the parties to arbitration or its parent or subsidiary company in the dispute in question or in another unrelated proceeding over the course of arbitration (or for three years preceding its commencement);

4) an arbitrator and a representative or an expert and (or) advisor of one of the parties to arbitration are or have been employed by the same entity for three years preceding the commencement of arbitration;

5) an arbitrator is or has been dependent on another arbitrator from the same panel of arbitrators ex officio for three years preceding the commencement of arbitration;

6) an arbitrator, his spouse or close relative holds an equity interest in the authorised (share) capital of a party to arbitration or its parent or subsidiary company while such equity interest is not significant;

7) an arbitrator has earlier been selected by a party to arbitration (its parent or subsidiary company) as an arbitrator in another proceeding or otherwise selected (appointed) as an arbitrator in another proceeding involving a party to arbitration provided that such other proceeding is related to the dispute in question by the nature of its claims and such other proceeding did not commence at the same time with this arbitration;

8) an arbitrator held discussions with a party to arbitration or its representative of any matter regarding the dispute in question in breach of the provisions contemplated by Articles 9-10 of these Rules;

9) an arbitrator acts or has acted as a research supervisor or research advisor in respect of a PhD thesis to a representative of a party to arbitration and vice versa for three years preceding the commencement of arbitration;

10) a close friendship exists between an arbitrator and a representative of one of the parties to arbitration. In particular, an arbitrator and a representative of a party regularly meet outside their professional activities and apart from their involvement into professional associations or non-governmental organisations;

11) an arbitrator and a representative of one of the parties to arbitration are or have been representatives of opposing parties in any other litigation proceedings or arbitration;

12) two arbitrators from a panel of arbitrators or an arbitrator and a representative of one of the parties have acted as co-representatives during three years preceding disclosure.

4. The disclosure of the circumstances specified in this Article does not mean that there are reasonable doubts to his or her independence or impartiality and does not prevent him or her from accepting the role of or acting as an arbitrator. The disclosure of the circumstances specified in this Article does not constitute grounds for the satisfaction of a request for the arbitrator’s disqualification.

Article 7. Disclosure procedure for circumstances requiring disclosure

1. The circumstances contained within Article 6 of these Rules shall be disclosed before an individual accepts the role of an arbitrator. If such circumstances emerge or become known to an arbitrator at a later stage of the arbitration proceedings, such circumstance shall be disclosed immediately after the arbitrator becomes aware of such circumstances.

2. An arbitrator must take into account all information available to him or her and must conduct a reasonable verification of such available information in order to perform his or her obligation to make a disclosure contemplated by Article 6 of these Rules.

3. An individual offered to act as an arbitrator or an arbitrator must seek prior consent to such disclosure from an authority or individual authorised to give such consent, if certain circumstances which are to be disclosed fall under information with restricted access (state, commercial, official, professional and other secrets protected under applicable law. An arbitrator shall decline the acceptance of a role of an arbitrator or shall stop to act as an arbitrator and recuse himself if he or she has already accepted such a role, if such consent is not obtained in a reasonable period of time.

Article 8. Circumstances which do not require disclosure

1. An arbitrator is not under an obligation to disclose any circumstances that cannot raise reasonable doubts to his or her impartiality or independence in the eyes of the parties to arbitration.

2. In particular, the following circumstances do not prevent an arbitrator from exercising his powers and are not subject to disclosure:

1) an arbitrator has presented a general opinion on a legal matter discussed in the case but irrespective of the dispute in question in writing or over the course of a public lecture;

2) a representative of a party to arbitration is or was a student at an educational institution at which an arbitrator teaches or taught in the past;

3) an arbitrator is or was a member of a bar association, another professional association or non-governmental organisation together with a representative of a party to arbitration, expert, advisor, witness or other arbitrators from the same panel of arbitrators;

4) several arbitrators from a panel of arbitrators work or have worked in the past at the same organisation provided that the arbitrators are not and have not been dependent on each other ex officio for three years preceding the commencement of arbitration;

5) several arbitrators from a panel of arbitrators or an arbitrator and a representative of a party, expert, advisor, witness are independent co-authors of one collective publication or have acted as editors or reviewers of the same publication;

6) several arbitrators from a panel of arbitrators are or have earlier been members of the same arbitral tribunal in another case;

7) an arbitrator, representative of a party, expert, advisor, witness are or have earlier been members of the same arbitral tribunal in another case unrelated to this dispute;

8) an arbitrator has been selected as an arbitrator by the same party to arbitration or its parent or subsidiary company in another proceeding (proceedings) or otherwise selected (appointed) as an arbitrator in another proceeding (proceedings) involving a party to arbitration provided that such other proceeding (proceedings) is not related to the dispute in question by the nature of its claims and such other proceeding (proceedings), which is related to the dispute by the nature of its claims in question, was commenced at the same time with this arbitration;

9) an arbitrator has participated in any public events (conferences, seminars, presentations, etc.) financed or organised by a party to arbitration or its representative provided that such an arbitrator has not received any remuneration from such a party to arbitration or its representative;

10) an arbitrator and a representative of a party to arbitration, expert, advisor, witness are or have earlier been placed on the same list of arbitrators or mediators used by a permanent arbitration institution or another alternative dispute resolution body;

11) an arbitrator is and was in the past a consumer of any goods (work, services) of a party to arbitration or its parent or subsidiary company if the terms of purchase of such goods (work, services) are similar to the terms on which other consumers purchase such goods (work, services);

12) an arbitrator and a manager, director or a member of a supervisory board or another person exerting influence on one of the parties to arbitration have acted jointly as experts or arbitrators;

13) an arbitrator is connected to a party to arbitration or its representative or to an affiliate person through social media;

14) a party to arbitration or its representative has conducted an interview with a candidate arbitrator in accordance with the requirements contemplated by these Rules prior to appointment or selection of an arbitrator.

Article 9. Communications between a possible candidate arbitrator and a party to arbitration or its representative

1. If pursuant to arbitration regulations a party to arbitration has a right to select an arbitrator, before taking a decision to select the individual who will be offered to act as an arbitrator, the party to arbitration or its representative may offer to a potential candidate arbitrator (the “candidate”) to hold an interview subject to the procedures contemplated by this Article.

2. An interview is conducted solely to confirm that there is no reasonable doubt to the candidate’s independence and impartiality, to determine the candidate's compliance with requirements to professional qualification and experience as required to act as an arbitrator and to determine that the candidate has sufficient time to participate in arbitration.

3. During such an interview conducted by a party to arbitration or its representative the candidate may only discuss the following matters:

1) names of the parties to arbitration, names of parent and subsidiary companies in relation to the parties to arbitration and their representatives, names of third parties that are or may be involved in arbitration, names of other selected or appointed members of the arbitral tribunal and names of experts, advisors and witnesses to be engaged;

2) a general nature of a dispute, type of claims, language of arbitration, applicable law, seat of arbitration and applicable arbitration rules;

3) expected duration of arbitration;

4) the candidate’s professional qualifications and experience.

4. The candidate must refrain from discussing with a party to arbitration or its representative any matters falling outside the scope of this Article.

5. The candidate may decline to participate in an interview with a party to arbitration or its representative without giving reasons or may interrupt it at any time. Such refusal to participate in an interview or its interruption shall not be deemed as circumstances that may raise reasonable doubts to the arbitrator’s independence or impartiality. If the candidate is subsequently appointed as an arbitrator or is selected as an arbitrator by any party to arbitration such refusal to participate in an interview or its interruption does not require disclosure.

6. The candidate may request a party to arbitration or its representative to provide the information stipulated in subparagraphs 2–3 of paragraph 3 of this Article.

7. The candidate may provide to a party to arbitration or its representative his or her brief biographical details, including his or her educational background, past and present professional activities.

8. Provisions of this Article shall apply to any contacts between the candidate and a party to arbitration or its representative in any form and through any means of communication.

Article 10. Prohibition for individuals offered to act as arbitrators and arbitrators to discuss matters regarding arbitration

An arbitrator and an individual offered to act as an arbitrator shall not discuss any matters of such arbitration with any of the parties to arbitration, their representatives, experts, advisors, witnesses outside such proceedings.

Article 11. Effect of the Rules

These Rules shall take effect from the date of their approval and shall apply to any arbitration commenced after the approval.

* In case of inconsistency between the Russian language text and the English language text, the Russian version shall prevail, and the interpretation must be carried out primarily on the basis of the Russian version of the text.