On November 15, 2018, Oleksandr Okuniev, Chairman of the CGPA Management Board, was a speaker at the Corporate Governance Module of the LEGAL HIGH SCHOOL and told the students about the role of corporate secretary in the company.
According to the lecturer, the legal basis for the activities of the corporate secretary of the joint-stock company is defined by the Law of Ukraine “On Joint Stock Companies”, in particular, paragraph 4 of Article 56: the supervisory board, on the proposal of the chairman of the supervisory board, has the right to elect a corporate secretary. Corporate secretary is a person responsible for the interaction of a joint-stock company with shareholders and/or investors; part 2 of Article 78: within 10 business days from the date of receipt of the written request of the shareholder, the corporate secretary, and in the absence thereof – the executive body of the joint-stock company, is required to provide certified copies of the relevant documents to this shareholder as well as Article 73 (2): the corporate secretary cannot be a member of the audit committee (auditor) of the joint-stock company.
In addition, the corporate secretary’s position is described in the Corporate Governance Principles approved by the decision of the National Commission on Securities and Stock Market dated July 22, 2014, No. 955, where in paragraph 3.1.16 it is stated that in order to provide effective organizational and informational support to the activities of the joint-stock company, proper informing of shareholders and interested persons, the joint-stock company should introduce the position of corporate secretary.
The presence of a corporate secretary in a joint-stock company becomes obligatory, because in part 1 of the Article 24 of the Law of Ukraine “On Joint Stock Companies” it is stated that a public joint stock company is required to undergo an IPO procedure at least at one stock exchange in Ukraine. And for this purpose, there is a requirement of the introduction of the corporate secretary by the issuer.
Factors that influence on the increase of the status of corporate secretary in companies of Ukraine are the follows: a complete rethinking of the role of the supervisory board as the management body of the company; strict compliance with the requirements of the legislation of the countries in which the business company is run is the question of its “life or death”; exit of Ukrainian companies into domestic and international stock markets (borrowing, private placement of shares, IPO); change of forms of work with shareholders, increase of their activity.
“The role of the corporate secretary is to ensure that the company complies with the corporate procedures provided by the current legislation and “best practice” of corporate governance. He is engaged in the establishment of effective interaction between shareholders and the company, as well as supervisory board and management, among its functions are: organizational and legal support of the activities of the supervisory board, its committees, general shareholders’ meeting and the executive body of the company, as well as the introduction of procedures to ensure the manageability of companies, which are part of the group”, – Oleksandr Okuniev said.
He dwelt in detail on the analysis of the structure of the corporate secretary’s apparatus and gave examples of the division of powers in this apparatus. Speaking about the regulation of the status of corporate secretary in the local regulations of the joint-stock company, the lecturer recalled that, in accordance with the Regulations on the corporate secretary of a joint-stock company, the corporate secretary is an official of the joint-stock company, provides legal, organizational and technical support and coordination of work of the management, the exchange of information between them and shareholders, performs other tasks. And the corporate secretariat is a structural unit of a joint stock company, consisting of assistants of the corporate secretary and other specialists, whose task is to ensure the performance of the corporate secretary of all his responsibilities. An exemplary provision on the corporate secretary of a joint-stock company in whose authorized capital the corporate rights of the state exceeds 50 per cent, approved by the order of the State Property Fund on March 19, 2015, No. 356.