Kyiv, Volodymyrska street, 23

Development of a corporate governance code of the company

It should be recognized that it is not always possible to consolidate certain specific shareholders’ agreements (for example, an agreed vote at a general meeting on the issues for a certain period of time; obligations to make additional contributions to the charter capital of the Company) in accordance with the Charter, the Regulations and other internal regulatory documents of the Company.

In most advanced economies such issues are settled in the so-called Shareholders agreement. In Ukraine, such transactions are not subject to judicial protection, so it is impossible to achieve its enforcement by all participants. Most often, such a problem is solved through the withdrawal of the holding’s management structure from the Ukrainian jurisdiction (registration of the “head company” abroad) with the conclusion of a shareholders agreement in the country of registration of the “head company” of the holding. In this case, the shareholders agreement will become really binding for the parties, since in the case of violation of its norms, an appropriate trial will take place in the country of registration of the head company of the holding.

The purpose of cooperation with a consultant in the project:

To get an idea of the main problem issues that are usually discussed in similar situations and the traditional mechanisms used to resolve them;

To reach agreement with partners on all the above issues;

Formulate the agreements in the form of the Company’s Corporate Governance Code.

In Ukraine, part of the norms of such a Code will have the status of a “gentleman’s agreement”. The second part of its norms, of course, will be fixed in the Charter and the Regulations of the company. In the future, the text of the Code can be successfully used as a “terms of reference” for an international law firm to draft a joint-stock agreement outside of Ukraine.

The result of the project:

The founders of the company clearly understand the problems of joint stock agreements (form, content, methods of enforcement)

The founders of the Company have agreed on all disputable issues

A draft final version of the document was drawn up (the Corporate Governance Code of the Company)

The Manual on the implementation of all norms of the Code in Ukraine (and / or abroad) has been prepared and handed over to the Customer.

Documents to be developed:

“Questionnaire” is a list of issues that are usually discussed by the main business owners in order to develop an agreed position on the corporate governance model of the Company (group of companies) and its introduction into the current activity in the context of Ukrainian legislation (taking into account the possibility of implementing the established agreements by creating the main Group companies and / or the conclusion of the relevant shareholder agreement outside Ukraine). In addition to the list of issues, this document should provide a description of possible solutions to the issue and the necessary explanations (at the conceptual level).

The Draft of the Code of Corporate Governance of the Company (a group of companies) of the Customer.

Guidelines for the implementation of the Code – an explanation of how certain norms of the Code will be implemented and how they will be achieved for all those who approve it.

The approximate duration of the project is 2-3 months.

Detailed information about the project can be obtained from:

Oleksandr Okuniev

Head of the CGPA Management Board

Tel: +38 044 228-87-59

Mob: +38 097 212-25-58

Email: A.Okunev@cgpa.com.ua