Considering the wishes and needs of Ukrainian business representatives, especially representatives of companies (joint-stock companies, etc.) of Ukraine, on October 19-23, 2020, the 69th Training Program “Corporate Secretary” was held. The Program allowed its participants to determine the role and legal status of a corporate secretary, his tasks, and a possible range of responsibilities in different companies, to understand the peculiarities of a corporate secretary’s work in banks and/or companies with a significant state share.
The Program was started by Oleksandr Okuniev, Chairman of the CGPA Management Board. He covered corporate governance issues and the unique role of the corporate secretary in the company.
Eugene Petryk, Director of EMCON LLC, spoke to the participants of the Program about the general meeting of shareholders. The discussion, as usual, was lively.
Questions about the competence of the general meeting of shareholders, the procedure for convening, registration, quorum, decision-making, voting, and drawing up minutes are always of great interest to program participants, taking into account Ukraine’s laws and regulations, which tend to change. How to properly hold a general meeting of shareholders to avoid unpredictable negative consequences are the questions answered by E. Petryk.
Oksana Zaika, DTEK’s Corporate Governance Manager, shared the experience of carrying out significant transactions and transactions with interest with the participants. In particular, Oksana focused on such issues as:
- Definition of “significant transaction” and “transaction in which there is an interest”, legal requirements for the procedure for their commission
- Restrictions on voting on issues of consent to commit transactions with interest
- Consequences of non-compliance with the requirements of the legislation on the commission of significant transactions and transactions with interest
- Experience in building a transaction agreement and control system at DTEK
First Vice President of the Auditors’ Guild of Ukraine Iryna Pavlova gave two lectures on external and internal audits. She stressed that internal audit is fundamentally different from external. In the part of the external audit, particularly, the emphasis was placed on conducting an external audit to obtain independent professional confirmation of the reliability of the enterprise’s financial statements. During the lecture, Iryna noted the urgent problem of getting positive conclusions by enterprises based on the external audit results, provided that such enterprises, despite the direct rule of law, did not move to international financial reporting standards. It should be recalled that the violation of accounting rules prevents a positive conclusion of the external audit.
The lecturer also highlighted the problem of the so-called “transformation of financial statements”, derivative risks, which, from the point of view of the internal auditor and the company’s supervisory board, such a service carries for the sustainable development of the company and asset protection.
In terms of internal audit, she stressed the fundamental aspects of using the internal audit service as a useful tool for risk identification and management. The lecturer also highlighted real practical examples from the internal audit service’s sufficient work in the private and public sectors, including data on foreign experience.
Olena Stupak, Executive Director of EMCON LLC, told the listeners about the basic rules of disclosure of information on the stock market and law enforcement related to the provision of inaccurate and incomplete information by issuers. Also, Olena held a workshop with students of the Corporate Secretaries Training Program on the specifics of reporting and the content of information that should be covered in the reports.
The organizers and participants of the Program complied with all sanitary and epidemiological norms, ensuring participants’ safety. That was the second Program implemented through a combination of online and offline formats. Some participants listened to the Program in the auditorium, and some from home and office.
All 30 students of the Program successfully passed the exam and received certificates.