By the Decision of the CGPA Management Board, the Regulation on the Registry of Corporate Directors was approved.
NATIONAL REGISTRY OF CORPORATE DIRECTORS
1.1. This Regulation is developed in accordance with the Charter of the Corporate Governance Professional Association (hereinafter – CGPA) and determines the content, the order of forming and maintaining the provisions of the National Registry of Corporate Directors (hereinafter – the Registry).
1.2. The Registry is created by CGPA in order to provide public information about experts on corporate governance, whom CGPA recommends for election to the supervisory boards of legal entities (hereinafter – Corporate Directors). The inclusion of a person in the Registry is a recommendation of the CGPA regarding the ability of the person to hold the position of a member of the supervisory board.
2.1. The Registry is formed and maintained by a special body of the CGPA – the Independent Registry Board (hereinafter – the Board), which is created by the decision of the CGPA Management Board and includes at least five members for one year.
2.2. With the consent of the Board, the CGPA Management Board appoints the Secretary of the Board, who is not the member of the Board.
2.3. During the term of tenure in accordance with the decision of the CGPA Management Board with the consent of all members of the Board, the number of members of the Board can be increased with the appointment of new members to the remaining term.
The powers and authorities of the Board are considered to be extended for one year if the CGPA Management Board for two months from the date of expiry of the authority has not approved its new composition.
2.4. The Registry Board:
defines the general, reputation and professional requirements for candidates who wish to be included in the Registry;
determines the internal procedures of the Board and approves regulations that regulate them;
decides on the inclusion of candidates in the Registry or, in certain cases, the exclusion from it;
supports professionals from the Registry to be elected to the supervisory boards of legal entities by informing the business community and executive bodies about the professionals included in the Registry, and about their competencies, by providing relevant recommendations, by assisting in preparing the necessary documents, etc. ;
provides CGPA, if necessary, with proposals concerning the improvement of the legal environment in the field of corporate governance and related industries.
2.5. Secretary of the Board:
organizes the Board’s meetings; captures the results of voting at meetings of the Board; signs the minutes of meetings of the Board;
organizes the survey if the Board meets in absentia;
maintains the Registry and provides information from the Registry;
informs the CGPA Management Board about the work of the Board;
performs other organizational and technical functions for the Board’s operation.
2.6. The Secretary calls the Board’s meeting. The meeting is authorized to consider meeting agenda if fifty per cent of the members is present. At each meeting, the Board’s chairman is elected from the present members.
2.7. Decisions of the Board are made by open voting. The decision is considered approved if all members of the Board voted for it in the manner prescribed by the Rules of the Board of the National Registry of Corporate Directors. The information on the voting is confidential. On the proposal of any of the Board’s members, voting can be secret.
2.8. If all members agree, the voting may be in absentia accordance with specified procedures.
2.9. Members of the Board, Secretary, CGPA’s officials are required to prevent the disclosure of confidential information which they learned during the performance of their functions.
2.10. The list of the information contained in the Registry is approved by this Regulation (Annex №1).
2.11. The Registry is placed permanently available on the website of the CGPA.
3.1. The Registry may include the professionals who in accordance with the laws of Ukraine have the right to be elected as members of the supervisory boards of legal entities and meet the following criteria (hereinafter – Applicants):
1) personal professional success, confirmed by relevant achievements in career development, for example, the status of the business owner or the head (deputy head) of the real sector company, the bank; partner of a legal or audit company that is one of the leading in the country, etc.;
2) an understanding of contemporary domestic and world trends in the development of theory and best practice regarding the role, tasks, principles and organization of work of the Board, as evidenced, for example, by the experience of work in the supervisory boards (board of directors, other similar bodies of companies), relevant trainings in authoritative organizations etc.;
3) the ability to understand and assess the business of the company as a whole and/or the main business processes, understand the financial statements and the basics of risk management, make a specific contribution to at least one of the board committees, creating value for the company;
4) readiness and ability to express independent professional judgments and make decisions;
5) personal integrity.
3.2. For inclusion in the Registry Candidate submits (sends) to the CGPA electronically the following documents:
the application for inclusion in the Registry (Annex №2);
the consent to personal data processing and disclosure (Annex №3);
the profile (Annex №4);
a copy of the passport;
copies of documents of higher education;
copies of qualification in the field of corporate governance (if any);
copy of the work record book (if any), recommendations and other documents showing the Candidate’s experience in corporate governance (if any);
other documents describing qualifications, professional and personal qualities, Candidate’s reputation (letters, information about public or social distinctions, awards, etc.);
a free-form cover letter specifying: (a) the reason that, according to the Candidate, allowing him to qualify for the election to the supervisory board (professional education, qualifications, experience, impeccable business reputation, etc.); (b) personal mission’s vision of Candidate in the supervisory board after an election;
CV, the description of the job results of the Candidate in the business structures’ management (if any);
short video-presentation to members of the Board (optional);
consent to the verification of information of the Candidate (Annex №5).
Documents that require the personal signature of a candidate must be printed, signed, scanned and sent electronically to the CGPA and also originals of them must be sent by ordinary mail.
3.3. The Board Secretariat within five days checks the correspondence of the sent documents to the approved list. In case of detection of violations (absence of documents, improper registration, etc.), the Board Secretariat informs the applicant about it and invites them to eliminate them.
3.4. At the request of the Secretary, the Candidate must provide original documents for review referred to in p. 3.2.
3.5. To cover the expenses for maintaining the Registry when applying for inclusion in the Registry Applicants pay an application fee determined by the CGPA Management Board.
3.6. A Candidate may be refused to be included in the Registry if he did not deliver documents or copies foreseen by this Regulation in time or provide inaccurate or incomplete information.
3.7. At the suggestion of Secretary, or another member of the Board the Candidate may be invited to the interview with a member of the Board, the results of the interview are taken into account while deciding on the inclusion in the Registry.
3.8. During the consideration of the documents and discussion of candidates, members of the Registry Board express their own subjective opinion on the eligibility of candidates by the criteria set out in Paragraph 3.1. of the Regulation on the National Registry of Corporate Directors, as well as the willingness to recommend a Candidate as a member of the Supervisory Board; the decision on inclusion in the Registry shall be taken only if all the members of the Registry Board have given the positive answers on both issues concerning candidate.
3.9. A Candidate may be refused to be included in the Registry if:
he does not meet criteria set up in p. 3.1.;
there are subjunctive opinions of the Registry Board’s members on not-readiness to recommend the Candidate as a member of the supervisory board.
3.10. The decision to include (or refusal to include) the Applicant to the Registry shall be taken within four months after the date of application.
3.11. Entries are made in the Registry within three working days after the positive decision of the Board.
3.12. During three days, the Secretary sends the letter confirming the fact of making an entry in the Registry.
3.13. The decision to refuse to include in the Registry is noted to the candidate within three working days after the approval of the refusal without indicating the reasons for such refusal.
3.14. Corporate Director may be excluded from the Registry by the decision of the Board in case of:
the death or loss of capacity;
the detection of non-compliance with corporate directors’ requirements determined by this Regulation;
the failure to provide or providing false information for inclusion in the Registry;
the gross violation of laws of Ukraine and/or duties as a member of the Supervisory Board as well as the rules and standards of professional activity and business ethics;
the disqualification to hold management positions and be elected as a member of the supervisory boards of legal entities in accordance with the law.
3.15. The date of exclusion is a date of the relevant decision of the Board.
4.1. Corporate Director included in the registry has to:
consider the CGPA’s proposals on introducing a candidate for election to the supervisory boards and in due time inform the CGPA about his decision;
immediately inform the Board about the evidence and the existence of circumstances preventing his further stay in the Registry;
in the case of change of information contained in the Registry within five (5) business days provide information about such changes;
strictly comply with the current legislation of Ukraine, regulations and professional standards, to ensure use in their own business best practices of corporate governance;
faithfully perform the duties of the member of the Supervisory Board;
on request of the Board to provide information necessary for processing of complaints of the Corporate Director’s actions (inactions).
4.2. Corporate Director may:
be informed by the CGPA about applying from the business entities and executive authorities for providing candidates for the supervisory boards;
ask for the CGPA’s consultations concerning the preparation of the documents for competitive selection of candidates to the supervisory boards of legal entities;
ask the CGPA for the letter of recommendation to represent it with competitive documentation;
get consultations from the CGPA on corporate governance;
at any time require the exclusion himself from the Registry by sending the notice to the Board.
5.1. CGPA provides maximum awareness of public authorities, business environment about the project, its goals and objectives; promotes its own collective members, partners and other entities in establishing contacts and negotiations with the Professional from the Registry about their election to the supervisory boards.
5.2. CGPA within its own statutory activities conduct conferences, “round tables”, workshops to enable persons, included in the Registry, to demonstrate their expertise and inform the business community about their vision of the issues of corporate governance.
6.1. If the CGPA gets the complaint about Corporate Director’s violation of the Ukrainian legislation, responsibilities of the member of the Supervisory Board, rules and standards of professional activity and business ethics, the CGPA opens disciplinary proceedings against the Corporate Director.
6.2. During the disciplinary proceedings, the CGPA is to provide objective, impartial, thorough and comprehensive review of the complaint. The Corporate Director who is under the proceedings has a possibility to get acquainted with the complaint and submit his objections.
6.3. In the case of detection of gross violation of the Ukrainian legislation, responsibilities of the member of the Supervisory Board, rules and standards of professional activity and business ethics by the Corporate Director, the CGPA makes a decision on the disciplinary responsibility of the Corporate Director. It could be a warning, suspension (suspension of membership in the Registry) for a period of one to three years; exclusion from the Registry with or without the right of renewal.