19 June 2018
Innovations in corporate governance have become the main theme of the V International Corporate Secretaries Forum

In the Ukrainian companies of the real sector of the economy and banks, the Institute of Corporate Secretary is already widely used. The more transparent and understandable the corporate governance is, the more investors’ trust company has. That is why mastering the working experience of both Ukrainian and foreign colleagues is important not only for the development of the corporate secretary himself but also for the company as a whole.

The focus of this year's Forum was changing of the Ukrainian legislation, implementation of the global and European corporate governance experience and assessment of the level of corporate governance, successful cases of Ukrainian companies.

"This year's Corporate Secretary's Forum is a jubilee, so it was decided to summarize our previous work, to analyse the current situation and build plans for the future in an unusual place for us, namely on a board of a ship on the Dnipro river," Oleksandr Okuniev, Head of the CGPA Management Board, said while greeting the participants.

About 150 participants gathered to share experiences and acquaint themselves with innovations in corporate governance. There were company executives, corporate secretaries, lawyers, specialists of consulting and audit firms, representatives of state regulators and professional associations. It is Ukraine's largest business forum on corporate governance.

Jason Pellmar, IFC Regional Manager for Belarus, Moldova and Ukraine, addressed the participants of the Forum with a welcome speech, emphasizing the importance of introducing the latest international corporate governance practices in Ukraine for increasing the investment attractiveness of Ukrainian companies. He also noted that cooperation between IFC and CGPA in the field of corporate governance development in Ukraine began in September 2013 with the signing of a Memorandum of Partnership.

Representatives of the Supreme Court, the National Bank of Ukraine, the Ministry of Economic Development and Trade of Ukraine, the National Securities and Stock Market Commission, which have a direct influence on changes in the corporate governance system in Ukraine, were invited to participate in the Forum. The topic of corporate legislation in Ukraine, current trends, challenges and plans were discussed by Hanna Vronska, Judge of the Central Administrative Court of the Supreme Court, Oleksiy Perevezentsev, State Secretary of the Ministry of Economic Development and Trade of Ukraine, Maxim Libanov, Member of the National Commission for Securities and Stock Market of Ukraine, as well as Alexander Bevz, Director of the Licensing Department of the National Bank of Ukraine. During her speech, Anna Vronska emphasized the importance of reforming and improving the corporate law and noted that the new Supreme Court is primarily trying to come to a uniform jurisprudence.

"We really want every first-instance judge to understand the philosophy of the laws and regulations that he applies when making decisions. Therefore, one of the tasks we set for ourselves is to deliver this information and train the first-instance judges and appellate judges to do it correctly", the judge of the Supreme Court noted. Oleksiy Perevezentsev stressed the lack of qualified independent directors who could be elected to supervisory boards of state-owned enterprises. Maxim Libanov noted that many laws were adopted but reforms have not been completed yet. He also admitted that today, on the agenda there is the introduction of a separate article on corporate secretaries in the Law of Ukraine "On Joint Stock Companies".

"Most Ukrainian banks have complied with the norms of the law adopted in late 2017 on the appointment of at least three independent members of the supervisory board, but there are many financial institutions in which the nomination of independent directors did not take place", Oleksandr Bevz said. He also noted that the problem with implementing this rule of law becomes from the need to find at least 246 qualified independent members of the supervisory board. According to Mr Bevz National Bank of Ukraine plans to organise a school of independent directors in cooperation with CGPA.

The appropriateness of the evaluation of the level of corporate governance was a point of the second panel moderated by Andriy Boytsun, Advisor of the Strategic Advisory Group for Support of Ukrainian Reforms (SAGSUR). Why it is necessary to evaluate the board of directors and why it is so important, Simon Osborne, ICSA Chief Executive Officer, said. Bistra Boeva, a member of the Private Sector Advisory Group (Global Corporate Governance Forum – IFC/World Bank), Bulgaria, told about Scorecards in the assessment process.

"In Ukraine, in recent years, significant progress has been made in corporate governance. At the moment, the question is not what it is and what for, but how to implement best practices of corporate governance with the maximum benefit for the company, taking into account the local context," Volodymyr Igonin, a Partner of Vasil Kisil & Partners, said In addition, Mr Igonin announced the launch of a joint study of various aspects of corporate governance in Ukraine by CGPA, the European Business Association, Vasil Kisil & Partners, and Amrop Ukraine.

The inalienable key topic of each forum is the discussion of the corporate secretary's activities, peculiarities of work, problem analysis, as well as consideration of trends in positive changes in the development of corporate governance in Ukrainian companies. Oleg Zhuravlov, Advisor to the Head of the CGPA Management Board, focused on the main trends in the disclosure of remuneration of members of the board of directors. Yevgen Petryk, Director of Emkon, focused on the implementation of changes of corporate legislation, which are constantly faced with corporate secretaries in their daily work.

In Ukraine, the implementation of the squeeze-out procedure by large companies is gaining momentum, namely, the obligatory sale of its own shares by the minority at the request of the majority shareholder. Tetyana Fleryk, Chief Legal Officer of DTEK Group, shared the practical experience in implementing such processes and the role of the corporate secretary in them. "One should not be afraid to be the first, to change for the better himself and the surrounding reality. In our power to make changes positive and real, developing professionalism and accumulating precious life experience", she noted.

The accompanying element of the procedure is the opening of escrow accounts. Andriy Tymchyshyn, Deputy Director of the Corporate Clients Department of PJSC "KREDOBANK", told about the peculiarities of opening such accounts and their prospects: "Our bank, after evaluating the benefits of the escrow account for clients, and having the experience of the successful use of this bank instrument, offers to use such a service in the implementation of the squeeze-out and other business and trade operations."

"The importance of the role of corporate secretary is due to a number of factors. Corporate secretaries make a significant contribution to the company's image in the eyes of shareholders and other investors – by ensuring interoperability between the company and its stakeholders; in informative management – by providing access to corporate decisions and information about company's activities; in the corporate governance system – by ensuring proper preparation, adoption and enforcement of decisions at all levels of corporate governance system. In addition to the high level of professional skills, corporate secretaries must always adhere to the independence of judgments in order to be an advisor trusted by both the company and its external stakeholders," Maria Sukhan, Corporate Secretary of Naftogaz of Ukraine, said.

Victor Shulyk, Director of the Market Research Department of the Rating Agency IBI-Rating, completed the business program of the Forum. He unveiled the results of a research of public practice in corporate governance, which has been jointly conducted by CGPA and the IBI-Rating Agency for three years already. In general, information on 68 companies operating in Ukraine was analysed. The largest evaluation point, within the scope of the research, was acquired by JSC "Farmak". The corporate secretary of the company, Yuriy Syrotyuk, got the award for best public practice in corporate governance.

The culmination of the Forum was a bright and festive ceremony announcing the results and awarding the winner of the "Corporate Secretary of the Year" competition for personal professional achievements in corporate governance in Ukraine. The winner of the competition was Tetyana Shestak, Corporate Secretary of the UkrGasBank. The laureates were Oksana Pikuz, Head of the Department of Internal Legal Support – Corporate Secretary of JSC PIRAEUS BANK ICB (03.2016-05.2018), and Tetyana Fleryk, Chief Legal Counsel of DTEK. Tetyana Fleryk was also awarded a special nomination "Novation of the Year". Iryna Varetsa, Head of the Corporate Rights Department of Ukrtransgas JSC, received the nomination "Desire of Perfection". The nominees for the competition were Olena Kupetskaya, Board Secretary / Chief Specialist in the Legal Support Section for Corporate Activities of the Legal Department of JSC Ukrgazvydobuvannya, and Iryna Shevchuk, Corporate Secretary, PJSC "KYIVOBLENERGO".

Our partners also handed special prizes to the winners: Oleksiy Povolotsky, Acting Director of Corporate Governance, Risk Management and Compliance Department of DTEK LLC, presented the prize from the DTEK Academy and Tetyana Skuratovska, Human Capital Ukraine Director, presented the prize "For Leadership in Corporate Governance". The highlight of the gala evening and the celebration of the Corporate Secretary's Day was an evening walk along the Dnipro, accompanied by a concert of classical music of the Kiev-Classic Orchestra under the leadership of the National Artist of Ukraine Herman Makarenko.

Photoes by link