It is important that the supervisory board of JSC “Ukrainian defence Industry”, established based on the SC “Ukroboronprom”, follows international standards of corporate governance.
This was stated by Svitlana Musiiaka, head of research and policy development of NAKO, on the air of “Radio NV”.
In the approved charter of the future joint-stock company, which is formed based on the state concern “Ukroboronprom“, specific points belong to the competence of the Cabinet of Ministers of Ukraine and are not formulated enough.
It is about the formation of the supervisory board. The statute provides for the involvement of independent members. However, this opportunity was limited and only available to some joint-stock companies and state-owned enterprises during the war.
“It is very important to have a balance – the state appoints three members, three independent, and must be selected through a competition. This is a general rule. However, during martial law, the government limited the list of companies in which such selection occurs. And he noted that, as a general rule, he should appoint even independent members as his management. And unfortunately, as of now, the joint-stock company “Ukrainian Defence Industry” is not on the list of companies for which an independent selection and open competition of supervisory board members should take place,” said Svitlana Musiiaka.
The expert explained that the only stockholder of the newly created company is the state represented by the Cabinet of Ministers. The governing bodies of this society will be the general meeting, which is performed by the Cabinet of Ministers, the supervisory board, and the general director. That is, the government is a stockholder and performs the function of a general assembly.
“There is the most important management body of the company, then a supervisory board is formed, the government appoints three members, and three members should be selected through a competition, and then the supervisory board appoints the general director. Thus, if the government were to appoint all supervisory board members, the guarantees of independence would be reduced. And the only governing body will be the Cabinet of Ministers,” she said.
According to the experts, if the government appoints all supervisory board members, its influential company will only grow. Therefore, the involvement of independent members in the supervisory board is critically important for the Ukrainian Defence Industry. “From our point of view, it is essential that the supervisory board of the joint-stock company reflects the international standards of corporate governance, which we strive for and compliance with which is enshrined in our legislation. And the competitive selection of independent members of the supervisory board of the joint-stock company did take place. For this, it is necessary to make changes in the decision of the Cabinet of Ministers”, she noted.