13.02.2026
Date: February 12, 2026
Format: Energy Freedom (Talk Show)
Moderator: Andriy Kulykov
Ukraine consistently declares its course toward European integration and the implementation of OECD standards. The adoption of Law No. 3587-IX was a significant step toward expanding the powers of Supervisory Boards. However, wartime realities create tension between democratic procedures and a rigid management vertical.
FULL TRANSCRIPTION
Andriy Kulykov: Greetings to everyone watching Energy Freedom from Energy Club. Today we are talking about corporate governance in the public sector during the war. This is a topic that directly determines institutional resilience and energy security. Ukraine is moving toward European integration and OECD standards, yet the war demands rapid solutions. Where is the balance between manageability and the principles of proper governance? Where is the line beyond which speed turns into the destruction of institutions?
The participants discussing this topic today didn’t even wait for the recording to start; they were already deep in discussion. It’s clear this topic affects everyone.
With us today:
Andriy Kulykov: First question to Oleksandr Okuniev. In wartime, how do we avoid losing the institutions that are the core of proper corporate governance? And are ethics and trust assets during a crisis?
Oleksandr Okuniev: Thank you for the question. There are two important points here.
First: You can do whatever you want with your business if you bear full responsibility and finance it with your own money. But if you need someone else’s money, you must play by the rules of those providing it. These rules might seem unfair or irrelevant, but you must follow them, otherwise, there will be no funding. Ukraine is currently in a state of limitation: regardless of what we think is right, we must consider the conditions of our partners, because supporting the economy on our own would be extremely difficult.
Second: Systemic approach. What we call “corporate governance reform” often feels like episodic, chaotic actions that aren’t always seen through to the end. The main problem is the lack of a single state body responsible for ownership policy in the state sector of the economy. When a reform has no single owner, there will be no system.
Let me give an example. In April, an external evaluation of three supervisory boards of energy companies was conducted for the first time. The scores varied: some were high, others quite low. For instance, Naftogaz received 3 out of 4 on one component (where 4 is the worst score). The results were published, but for six months, nothing happened. The owner seemed satisfied. Then, after the scandal with the “Midas case,” sudden actions began—”reset everyone.” Why everyone? If one board received a good evaluation, why change it? This is “company-ism” (campaigning).
Regarding ethics and trust: they are essential for us; otherwise, we won’t have the opportunity to support the economy.
Andriy Kulykov: Excellent. Moving to Maksym Libanov. Maksym, Law No. 3587-IX is often called a turning point. But what has actually changed in practice, and where are the main risks now? Where is the “red line” between the state’s ownership policy and interference in operational activities?
Maksym Libanov: We must agree that the changes introduced by Law No. 3587-IX are fundamental. It is a point of no return. But the problem, as is typical in Ukraine, didn’t hit us at the drafting stage, but at the stage of practical implementation. Almost two years have passed, and not all ideas have been realized.
The cornerstone is the State Ownership Policy. This is the document that should define why the state keeps companies in its ownership and what tasks it sets for them. Based on this Policy, every company should receive a “letter of expectation” from the owner. Unfortunately, not all companies have these letters. As a result, Supervisory Boards find themselves in a vacuum. In the absence of clear expectations, they act at their own discretion, which may not always coincide with the state’s vision.
Is Ownership Policy an interference in operational activity? No, it is a document of strategic direction. As for real interference… where there is no lateral political pressure, the system works. But the activities of our anti-corruption bodies and public information confirm that such things, unfortunately, do exist.
Andriy Kulykov: Oleksandr (Lysenko), a question for you. In theory, the Supervisory Board is the strategic center. During the war, there are attempts to centralize decisions. To what extent does the Supervisory Board remain a real decision-making center, and how do rotations affect the stability of the strategy?
Oleksandr Lysenko: Let me try to answer that. We are talking in the context of war, where the decision-making center indeed tends to centralize. But we must distinguish the impact of war into stages.
If we recall February 24 and the first months after the start of the full-scale invasion, we know of facts where Supervisory Boards simply stepped aside, and decisions had to be made contrary to the law and procedures. This was a necessity. There was a total lack of understanding of what was happening and whether the country as a whole would continue to function. Corporate governance for such extreme conditions of uncertainty (and the OECD says nothing about this) had no ready-made recipes.
Back then, I, along with Dmytro Natalukha, submitted a bill that allowed all possible exceptions. This was done so as not to apply corporate governance tools—to make decisions without Supervisory Boards, to not create them, to cancel competitions—because we had to act instantly.
But now the situation is different. Those factors are gone. The operational activity of state enterprises continues in a more or less familiar mode; therefore, procedures can and must return.
Unfortunately, throughout the entire period of reform—which has been ten years—the institution of Supervisory Boards has not worked as expected. The appearance of Supervisory Boards in key energy and state companies often did not lead to management changes. Management was appointed by ministries even before the boards appeared. Then boards appeared, but the same management continued to act.
Of course, a Supervisory Board’s goal isn’t just to change management for the sake of it. Но if we said ministries were ineffective owners and we needed boards to change the rules of the game, it’s not entirely clear why changes didn’t occur.
“Energoatom” is a very illustrative case in this regard. What changed with the state of Energoatom before and after the arrival of the Supervisory Board? Yes, there were issues of political interference. Но Supervisory Boards often fail to understand that the responsibility for managing a state enterprise now lies with them. They are fully responsible for the appointment and dismissal of management. Therefore, nodding at management and saying “we didn’t know” simply means admitting you controlled them poorly and that your internal control system isn’t working.
We can conclude: we have good legislation (I am currently doing a review with the OECD, and this is confirmed), but very weak implementation. This speaks to the “appetite” of the owner—the state represented by the government—for reform. We need to return all tools, including the evaluation of Supervisory Board activities, which was somehow canceled (possibly as a result of “firefighting” following the consequences of the Midas case). We must ensure the implementation of the good legislative framework that many present here contributed to.
(Regarding the evaluation of Supervisory Boards): I once inserted the requirement for evaluation into the law. Of course, evaluation shouldn’t be an end in itself just to dismiss members of Supervisory Boards. But it must have consequences. If we see a “three” (out of four) evaluation for one of the state companies, it indicates low effectiveness of the Supervisory Board’s function. According to legislation, this is grounds for the early termination of the entire board’s powers. And when the government, as the owner, simply ignores this—it raises questions.
To be honest: these evaluations were not initiated by the government. They were initiated by the International Monetary Fund as part of our cooperation. Therefore, claiming that the government has a request and appetite for corporate governance reform, looking at practical actions, is currently very difficult.
Andriy Kulykov: Volodymyr, from a legal standpoint, how effective are the charters of state companies as safeguards against manual management? How can the independence of the directorate be ensured?
Volodymyr Igonin: Thank you for the question and the invitation. Before the broadcast, we exchanged thoughts with colleagues that attention to corporate governance has grown significantly in recent years, and the fact that we are discussing this in Energy Club personally inspires me.
Regarding your question: The charter is likely the “last mile.” It is a document of the lowest level. If you look at the hierarchy, the Constitution is paramount, then laws, then Cabinet acts, and somewhere at the very end—local documents (charters). As a lawyer, I say: you cannot change through a charter what the legislation defines. This is very important. Although individual attempts to “reverse” the law through a charter occur in some companies.
I wouldn’t rush to agree that the state as an owner has no appetite for change. My observations suggest otherwise. In 2024, a very important, foundational document was adopted—the State Ownership Policy. There had never been such a comprehensive document in Ukraine before. This is a great success achieved, in part, with the support of international partners.
The dialogue and search for solutions continue. The first version was adopted in 2024, and it is working. Right now, the State Ownership Policy is being updated to account for the first practices of its application. Our team at “Vasil Kisil & Partners” is honored to be involved as experts in this work alongside the Ministry of Economy and the EBRD. So, there is progress and advancement.
But let’s return to the essence: what is corporate governance? The simplest and most concise definition was given by the British Cadbury Committee back in 1992. It sounds like this: “It is the system by which companies are directed and controlled.” This definition was also used by our National Commission (NSSMC) in Ukrainian legislation.
What is important here? The first word—“system.” You cannot fix things in one isolated area and expect the company to suddenly work just because it has good management, a good owner, or a strong Supervisory Board. It must work specifically as a system. And here, truth be told, we are stalling.
There is an illusion I call “corporate paternalism”: the expectation that “someone grown-up” (competent, strong) will join the Supervisory Board and solve everything. The Supervisory Board is an extremely important body, but it cannot work in a vacuum. It should not perform the work of management.
The principle of operational independence works both ways:
The State (owner) should not interfere in the activities of the Supervisory Board.
But the Supervisory Board should not do the work of the executive body.
Therefore, the question is complex. It is true that it hasn’t become fully functional. But there is progress, at least at the legislative level. Oleksandr Lysenko rightly noted that in the OECD report, our legal framework received quite high marks. The main remarks concern specifically the practice of implementation and culture.
Andriy Kulykov: Roman, a question for you. To what extent does the professionalization of management yield better results? How do you attract people when the risks and responsibilities are so high?
Roman Bondar: I’ll add a bit of provocation. The problem with corporate governance begins and ends with the problem with the owner.
In every management body, there are ownership departments where people sit on a salary of 40,000 UAH, tasked with performing the functions of professional asset managers, writing roadmaps, and making decisions. This is impossible. There are only a few such specialists in Ukraine, and in the ministries, there are almost none. Therefore, companies often write their own letters of expectation, send them to the ministry, where they make cosmetic edits—and that’s it. This is imitation due to uncertainty.
We are talking about the energy sector. Let’s be honest: for years, this industry was captured by corrupt groups. When representatives of the owner have dishonest motives, management is powerless. Even if you have a fantastic Supervisory Board, an owner with shadow motives will always win. The latest example is the dismissal of Kudrytskyi. Even a protected system with international stakeholders did not withstand the tools of shadow influence.
But I am an optimist. We have come an incredible way. We have “bastions”—state banks, Naftogaz—where corporate governance standards work and resist pressure.
Regarding the war: sometimes centralization makes sense. We had independent boards with foreigners who don’t come to Ukraine, don’t understand the context, and are afraid, yet decisions need to be made in hours. Perhaps it would be more honest to temporarily subordinate the enterprise directly to the management body than to imitate processes that don’t work. But our path is to build institutions despite everything.
Oleksandr Lysenko: I don’t want to be a pessimist, but I want us to track patterns.
This indicates that the state as an owner has no appetite for reform regarding strategy. They are ready to give up everything to corporate governance except strategy and money.
Andriy Kulykov: Oleksandr (Okuniev), to what extent is the management training system ready to meet the needs of the state sector?
Oleksandr Okuniev: For the private sector, we have already created a model: there is a registry of directors and a training system. Nothing prevents using this for the state sector. But there is a problem: most people from this registry set a condition—”don’t offer me a job in the state sector.”
There are two reasons. First: Incompetence of the people representing the state. Second: The corruption component. People from business who tried going into the state sector often “gave up” and returned because there is a limit to compromise. As long as there is no single responsible body, the situation remains blurred.
Andriy Kulykov: And in conclusion—a blitz. One main piece of advice to the state as an owner for the next six months to avoid undermining institutional resilience?
Roman Bondar: Remove the senseless compensation cap that affects the contracts of the top management team. The market should determine fairness. Give professionals the money.
Volodymyr Igonin: I agree. This year, a new reward system linked to market indicators should start working. My advice is consistency. Business needs predictability to plan activities not for a week, but for years.
Oleksandr Lysenko: Adhere to procedures. Corporate governance is a system of procedures, not political expediency. Even correct motives implemented by bypassing procedures undermine trust in the reform.
Maksym Libanov: Compare the comparable. We are introducing a unified methodology for reporting on corporate governance. This will provide the opportunity to make decisions based on facts and comparison rather than feelings.
Oleksandr Okuniev: Be honest. Do everything honestly. Not for “show,” but to actually get moving.
Andriy Kulykov: Thank you very much to everyone. The value of our discussion lies in the fact that our collective experience is created from the sum of these thoughts. See you next time!
