On 28 September 2023, the NSSMC approved the requirements for the corporate secretary of a joint-stock company (the “Requirements”), which include requirements for professional suitability and business reputation, conflict of interest and independence of the corporate secretary. CGPA representatives and the International Finance Corporation (IFC) participated in the development and discussion of the text of the document, held consultations and shared international experience.

According to the document, corporate secretaries must comply with the Requirements:

• JSCs whose securities are admitted to trading on an organised capital market or in respect of which a public offer has been made;
• banks, insurers, other JSCs that are enterprises of public interest in accordance with the Law of Ukraine “On Accounting and Financial Reporting in Ukraine”;
• private JSCs with 100 or more shareholders holding ordinary shares in the company.

These Requirements may be applied by other joint-stock companies, and the National Bank of Ukraine has the right to establish additional requirements for corporate secretaries of banks and insurers in addition to these Requirements. For more details on the text of the NSSMC Decision, please follow the link  https://www.nssmc.gov.ua/document/?id=13889526

According to Oleksandr Okuniev, Chairman of the CGPA Board of Directors, there are three aspects to consider:

Firstly, for those JSCs where a corporate secretary is mandatory, and this position will be introduced only now to comply with the requirements of the law, the Requirements will come into force on 01 January 2024. Candidates for these positions need to study now and be ready to meet the Requirements from the New Year.

Secondly, for those companies where the position of CS has been introduced a long time ago, the people who hold these positions must meet the Requirements from 01 July 2024. Therefore, they will need to undergo training or refresher courses during the first half of 2024.

Thirdly, the compliance of a candidate for the position of corporate secretary with these Requirements is established by the supervisory board (board of directors) of the joint-stock company. We recommend that the Regulation on the Corporate Secretary of a company be amended in advance to regulate the procedure for vetting candidates, requirements for documents, etc.

We remain the undisputed leader in the corporate secretary training market, with more than 20 years of experience in this field. I think that Ukrainian JSCs should now focus on the Ukrainian Corporate Governance Institute, which is an educational partner of the CGPA, in their requirements for special training of candidates for the position of CS.