July 22, 2020, The Corporate Governance Professional Association held an online conference on “Corporate Secretary: Lifehacks in Quarantine Work.”

Five professionals of corporate governance shared their own experience and work-life skills of the Corporate Secretary during instability and crisis. Oleksandr Okuniev, founder and Chairman of the CGPA Management Board, moderated the conference. He was the inspirer of the CGPA establishment and development of the Corporate Secretary Institute in Ukraine.

Oleksiy Povolotsky, Director for Corporate Governance, Risk Management and Compliance at DTEK, told about the role of the Corporate Secretary in the crisis and building the function of business continuity management. During his speech, he highlighted the following points:

• Work with new challenges, such as reorientation of the Board, whose members are located in different parts of the world; many changes had to be made, sometimes it was necessary to hold virtual meetings, where the difference in time between participants reached 10 hours.
• It was essential to have a secure system for sharing documents and ensuring that the technology worked smoothly. IT specialists have become “worth their weight in gold.”
• It was very timely to adopt the Temporary Procedure for Calling and Holding General Meeting of Shareholders and General Meeting of Corporate Investment Fund Participants. Thanks to this initiative, most general meetings of shareholders in the holding companies were postponed to a later date.
• Lockdown in other jurisdictions has a significant impact on the company’s operations, especially on the corporate secretary’s work, whose office should ensure the smooth running of the board. Planning all activities without exception and effective communications have become important in resolving the issues raised and finding a better and quicker solution.
• DTEK is not a public company but adheres to the best practices of corporate governance. The Supervisory Board played a significant role in setting up processes. In 2019, the process of implementing business continuity management as a response to potential threats was launched. Timely response to potential risk is a chance for success. The Corporate Secretary service became the driving force of this process.

“The corporate governance system is changing completely; the corporate secretary’s role is changing; the corporate secretary in a company is the assistant to all management. The corporate secretary must be able to put the shoulder of the whole management so that the system works smoothly” – O.Povolotsky noted lastly.

Vladislava Ryabota, Regional Corporate Governance Lead, South Asia, IFC, defined the role of the corporate secretary to support the investment process on the example of her work experience in South Asia. Vladislava highlighted several interesting aspects:

• The Institute of Corporate Secretary in South and South-East Asia has developed long ago, it is a separate profession, which is taught; and the question “who is responsible for corporate governance in the company” or “who is the corporate secretary” does not cause any additional queries or surprise. This is true even in countries like Afghanistan and Bhutan, where nothing else is developed except for financial institutions and relevant legislation.
• Corporate secretaries answer most of the questions that the International Finance Corporation evaluates in its investment projects; their role in this process is invaluable and very important.
• On work during the crisis, Vladislava noted that almost all DD procedures during this period were conducted virtually, which even increased the efficiency of the process.
• In South Asia, especially in India, the remote holding of general meetings of shareholders and supervisory board meetings has been practiced for a long time, so now companies have not felt any problems with it.
• This crisis was a practical test of the effectiveness of companies’ business continuity plans.
• Separately noted the certification of corporate secretaries, indicating that this procedure is mandatory in India, unlike in other countries. (In India, there is the Ministry of Corporate Affairs, which website contains the law on mandatory certification of corporate secretaries by the Institute of Corporate Secretaries of India)

Natalia Shevchenko, Corporate Secretary of the National Depository of Ukraine, shared her experience of holding remote meetings of shareholders for the Depository as an institution and the clients of the Depository. She noted that during the general meeting, she acted as a permanent consultant for all participants of the process, answering many questions about procedural and technical issues, especially on filling out and signing bulletins, certifying signatures, and sending them to the depositary institution.

Today, NDU has already held about 15 remote shareholder meetings for its clients, some of which are in the voting process today. Natalia noted that the regulation on holding the general meeting of shareholders remotely needs to be improved. Thanks to the experience gained at the meeting, they were able to identify weaknesses and submit their comments and observations to the regulator (CGPA note – National Securities and Stock Market Commission).

In the near future, all stakeholders hope for their early adoption and approval, which will make it easier for market participants to work. Despite the forecasts of the epidemic, it will be in demand for a very long time.

Tatiana Shestak, Corporate Secretary of Ukrgasbank JSC, and Maria Lutsenko, Head of Corporate Governance Service of Ukrgasbank JSC, shared the experience of holding the annual general meeting of Ukrgasbank JSC shareholders, highlighted the bottlenecks of the new requirements, and expressed their gratitude to partners and colleagues from the National Depository and the National Commission on Securities and Stock Market. The colleagues noted that the crisis had become a catalyst in digitizing the bank, which has already been launched. They also stated that despite some difficulties, they held a successful general meeting of shareholders, studied and clarified all the problems, and are ready to continue working remotely.

“If the world changes, then we must also change, learn new things and become effective in the new realities,” Oleksandr Okuniev summarised. He shared with the participants the experience of CGPA and the Ukrainian Corporate Governance Institute, spoke about training and professional development programs for corporate secretaries.

The nearest professional training program for corporate secretaries in Ukraine is scheduled for October 2020. Registration is open. The number of seats is limited. Do not hesitate! As always, there is a discount for an early bird.