The National Securities and Stock Market Commission of Ukraine (NSSMC) approved the Requirements for the Corporate Secretary of a Joint Stock Company (the “Requirements”) by Decision No. 1089 dated 28.09.23, as well as the Recommendations on the appointment of a person as a corporate secretary and his/her activities by Decision No. 1091 dated 28.09.2023.

On 24 October 2023, the Corporate Governance Professional Association (CGPA), with the support of the NSSMC, held an online interactive with the participation of Oleksandr Okuniev, Chairman of the CGPA Board of Directors, and Maksym Libanov, a member of the NSSMC, during which the speakers answered questions from participants on the implementation of the Requirements.

In particular, Maksym Libanov focused on which companies must comply with the requirements for corporate secretaries, who is entitled to and how to apply the approved requirements. He provided recommendations on how to implement these requirements in different companies effectively.

The event was attended by over 260 representatives of Ukrainian companies from the public and private sectors and government agencies.

The questions answered during the event included the following:

• If the duties of the corporate secretary are combined with the Company’s regular position, is it necessary to conclude a written employment contract, or is an order for combining the duties sufficient?
• Do I understand correctly that the contract of the already appointed corporate secretary must be amended concerning both duties and requirements, and these amendments to the contract must already be approved by the supervisory board?
• The law provides for a term (part 2 of Article 86) for the election of a corporate secretary. Do I understand correctly that the contract with the corporate secretary must be for a fixed term? Or can the Supervisory Board or the Charter still determine that the corporate secretary is elected for an unlimited term?
• Is it correct to understand that if it is possible to enter into a civil law contract with the corporate secretary, then the position of corporate secretary may not be included in the company’s staff list?
• Can the provisions on the corporate secretary be provided for in the Charter, or is it advisable to additionally approve the Regulations on the Corporate Secretary? Who should approve the Regulations?
• Is it enough to have a law degree and a corporate secretary course completed several years ago, or is it necessary to periodically update the corporate secretary course, for example, every three years?
• Is self-education enough for a corporate secretary? Or is external training required?
• What regulates the “three-year” validity of the corporate secretary certificate?
• Who should check the compliance of the corporate secretary with clauses 10-12 of the Requirements?
• Clause 4 of Section I of the Requirements provides for the procedure for verification of the corporate secretary upon appointment, but how to verify the already appointed corporate secretary? Is it mandatory for the committee or the supervisory board to conduct such an audit, or is it left to the company’s discretion?
• Is a PrJSC legally liable for the absence of a corporate secretary?
• The Classifier of Professions contains the position of Corporate Secretary (code KP1231). What about the title of the job?
• Please clarify the conflict of interest of candidates for the position of corporate secretary, what needs to be investigated and what should be paid attention to.

If you would like to hear the answers to these and many other questions and receive a video recording of the event, please fill out the form.

The event was held in cooperation with the IFC’s Integrated Environmental, Social and Governance (ESG) Standards Program in Europe and Central Asia, implementing with the financial support of the Government of Switzerland (SECO). The goal of the Program is to promote and assist companies in adopting best corporate governance practices, thereby contributing to their ability to attract sustainable investment.