October 10, 2017, the Round table on the topic: “The National Registry and the Code of Ethics and Professional Conduct of Corporate Directors as a response to the challenges of the process of corporate governance reform in Ukraine”.
The main speakers of the event were members of the Registry Advisory Board of the National Registry of Corporate Directors: Oliana Gordyienko, Director for Governance (EBRD), Yaroslav Kinakh, Iskander Energy Corporation President, Oleksandr Okuniev, Head of the CGPA Management Board, who initiated the establishing of the National Registry of Corporate Directors in Ukraine, and the Secretary of the Registry Advisory Board – Oleg Trypolsky. 

The main goal of corporate governance reform in Ukraine is to introduce the best corporate governance standards into the practice of business companies for increasing their investment attractiveness, reducing investment risks, increasing capitalization due to the professionalism of the members of the boards of directors who passed the relevant qualification certification (including to the National Registry of Corporate Directors) in accordance with the professional and ethical standards set forth in the Code of Ethics and Professional Conduct of Corporate Directors.

Members of the Registry Advisory Board focused attention on the activities of the Registry Advisory Board, on the decisions that were adopted, and also on the criteria that became the factors of decision-making on including or non-including the candidates in the Registry. The expectations from applicants were announced.

The event was attended by representatives of the Ukrainian professional community, who are interested in receiving answers to the questions on the achieved goals, successes and planned steps in the process of corporate governance reform in Ukraine.
Among them: Yuri Nikitin, Deputy Chairman of the State Property Fund of Ukraine, Member of the CGPA Management Board; Anatoly Efimenko, Consultant on Corporate Governance of IFC Advisory Programs on Corporate Governance in Europe and Central Asia; Vladimir Igonin, Advisor of Vasil Kisil & Partners; Oleg Bondar, Managing Partner of the Ecovis Bondar and Bondar Law Bureau; Anastasia Rogina, Head of Law Support of Corporate Activities of PJSC “Ukrgazvydobuvannia”; Elena Dudenko, Senior Specialist of the Corporate Rights Department of JSC SCM; Kateryna Zorya, Corporate Secretary of the Industrial Union of Donbass Corporation; Julia Tolchinina-Burunskaya, Director of the Law Department of JSC “Ukrhydroenergo”; Alexey Dolgikh, Managing Partner of Boyden Global Executive Search; Evgeny Dzyumenko, a Consultant on Organizational Development and Human Capital; Oleg Yakovenko, a Member of the Upromex Supervisory Board; Andrey Dronyuk, CEO of Intellectual Communications LLC and others.

Oleksandr Okuniev said that the establishing of the Registry was the answer to the question from the businesspersons, where they can get independent directors. “We received a lot of requests on getting advice on someone, who could be included in the supervisory board as an independent director. We decided to institutionalize this process, and not to give any advice behind the scenes, and we decided to establish a register, a list of people whom we recommend as professional directors – members of supervisory boards,” he said. At the same time, O.Okuniev noted that the Registry is transparent and open. According to him, such project will help companies improve corporate governance by attracting worthy people. “I receive letters with questions, where we can see the Registry. You do not see it, because there are no people on the list. The Registry Advisory Board has already held several meetings, interviewed candidates. During the voting for including in the Registry the first group of candidates, no candidates were included in the Registry. We keep secret the number of documents submitted and the names of those who submitted documents and who were denied. There were up to 10 candidates, whom we considered for including or not including in the Registry, and did not accept anyone”, O.Okuniev said. According to him, this is due to the fact that the expectations of those who submitted documents and those who had to vote for including in the Registry did not coincide.

According to Yaroslav Kinakh, it was important for all members of the Registry Advisory Board to assess the experience of the candidate in a certain field and the understanding if the candidate will add value to the company’s supervisory board. “When we consider candidates for the opportunity to be independent directors, we try to understand what they really are interested in, and we have a lot of fears about those people who really want to be members of the supervisory boards of the state companies,” J.Kinakh said. He also noted that the candidates are necessarily discussing their vision for the development of corporate governance in Ukraine.

 As Oliana Gordiyenko noted, the fact that the Registry is empty means that there are no candidates who are worth to be nominated by the Registry Advisory Board; and the Registry Advisory Board is not ready to bear reputational responsibility for them. This fact shows the state of contemporary understanding of who an independent director in Ukraine is. “I do not think that this should be taken as bad news. In fact, more important is the fact of the number of people who apply and are interested in this issue, as well as the time that the Registry Advisory Board spends on holding meetings and interviews. During the interview, an interesting discussion takes place on what is the meaning of the independent director’s work, and how we understand in the context of Ukrainian companies what is the ability to express independent judgments,” she said. O.Gordiyenko noted that at this stage, the institute of corporate directors in Ukraine is in the process of development, and the Registry Advisory Board members debate a lot about standards and criteria for selection.

Oleg Tripolsky separately noted the features of the establishing of corporate governance and the activities of supervisory boards in the state enterprises, mainly guided by the law.
Oleksandr Okuniev presented and commented on the main principles outlined in the draft Code of Ethics and Professional Conduct of Corporate Directors, developed by the CGPA experts under his leadership. The Code encompasses such values as honesty, integrity, self-improvement and responsibility, which must be fundamental elements of the behavior of each director. The Code sets standards that should be followed by members of supervisory boards (non-executive directors) in the process of fulfilling their own professional or official duties. One code and one policy can not envisage all possible situations arising during the activity. Accordingly, this Code is intended to be a source of guidelines for directors. Compliance with all norms of the Code is also an obligatory condition for including in the Registry.
CGPA plans to review and improve the Code on a regular basis, taking into account the changes that will take place in the economy and, accordingly, in corporate governance practices in Ukraine, as part of the European and world economic space.
The Draft Code is available by the link . Suggestions and comments could be sent by filling out the on-line form https://goo.gl/forms/EWjliSIKfsBaX0l93.