The National Securities and Stock Market Commission of Ukraine has presented the first draft of a new Corporate Governance Code to international experts as part of its work to align Ukrainian standards with updated Organisation for Economic Co-operation and Development principles and international practices. The code would extend beyond companies whose shares are admitted to trading to cover public interest entities, including large private companies, financial institutions and state-owned enterprises. Its additional recommendations would operate on a comply or explain basis rather than repeat mandatory legal requirements. The draft covers governance principles, shareholder rights, boards and executive bodies, sustainability and long-term value, and disclosure and transparency. Sustainability is a new section for the Ukrainian code. Experts called for further work on board composition, gender representation, disclosure of directors’ other positions, and the balance between internal controls, risk management and investor needs. The Commission will revise a draft provision requiring at least one-third of supervisory board members, and no fewer than two directors, to be independent. Experts noted that this merely reflects the statutory minimum and is weaker than the current code’s recommendation of at least 50%, while the developers said they do not plan to lower the standard. Version 2.0 is planned by the end of October, followed by public discussion in November, a final version in early December and approval before Christmas.
National Securities and Stock Market Commission of Ukraine presents first draft of expanded Corporate Governance Code
The National Securities and Stock Market Commission of Ukraine has presented the first draft of a broader Corporate Governance Code aligned with updated OECD principles. It would apply comply or explain recommendations to listed companies and other public interest entities, while adding sustainability and long-term value as a new section. The Commission plans to strengthen the draft’s board independence provision before public discussion in November and approval before Christmas.