Corporate governance in joint stock companies: The NSSMC approved requirements for corporate secretary

The NSSMC (National Securities and Stock Market Commission) issued a Resolution approving requirements for corporate secretary of a JSC (joint stock company), which provide for requirements for:

• professional aptitude;
• requirements for business reputation, conflict of interest and independence of the corporate secretary.

The corporate secretary may not be a person who has citizenship, tax residence and place of permanent residence in a state that carries out armed aggression against Ukraine.

Corporate secretaries must comply with the requirements established by the NSSMC:

• JSCs whose securities are admitted to trading on an organized capital market or in respect of which a public offer has been made;
• banks, insurers, and other JSCs that are enterprises of public interest in accordance with the Law of Ukraine on Accounting and Financial Reporting in Ukraine;
• private JSCs with 100 or more shareholders holding ordinary shares in the company.

These requirements may also be applied by other joint stock companies. The NBU has the right to establish additional requirements for corporate secretaries of banks and insurers.

The document has been developed in accordance with the Laws of Ukraine on State Regulation of Capital Markets and Organized Commodity Market” and on Joint Stock Companies and will come into force on the date of its official publication. The document is available on the regulator’s website.