03.08.2026
The forum “Corporate Governance in Energy: From Formal Rules to Real Responsibility,” held in Kyiv on July 16, served as the final offline discussion of Energy Club’s three-month special project. Its participants discussed practical aspects of supervisory board operations, interaction between the state and company management, as well as changes defining the modern corporate governance model in the energy sector.
The forum featured Oleh Terletskyi – member of the Supervisory Board of Ukrhydroenergo, Head of the NGO “Center for Energy Initiatives,” Director of Department at the Ministry of Fuel and Energy (2010–2011), and Head of the Trade and Investment Department at NJSC “Naftogaz of Ukraine” (2001–2008).
In his speech, he suggested rethinking the very nature of corporate governance, shared practical experience from Ukrhydroenergo’s supervisory board during full-scale war, and outlined the key challenges currently facing supervisory board members in state-owned companies.
The supervisory board is about strategy, not just control
Oleh Terletskyi emphasized that in Ukraine, corporate governance is still often perceived through a narrow lens of oversight and control.
“We still evaluate the supervisory board exclusively through its supervisory function: whether it oversaw something, controlled something, or prevented something. In reality, corporate governance is about strategy, visionary leadership, mentorship, coaching, and supporting management. When management faces non-standard challenges, the supervisory board should assist rather than merely demand reports,” the expert noted.
According to him, a supervisory board must serve as a partner to executive management, helping company leaders navigate complex situations, adapt strategy to changing conditions, and make decisions in the long-term interest of the enterprise.
Practical experience of Ukrhydroenergo during wartime
Speaking about the operations of Ukrhydroenergo’s supervisory board, Oleh Terletskyi noted that wartime required rapid adaptation of all corporate mechanisms.
He reminded that the company’s current supervisory board was formed in February 2024, amidst constant attacks on energy infrastructure and unprecedented operational challenges.
“The supervisory board actively joined the company’s work from the very first days. We held dozens of meetings, established effective committee operations, approved key policies, and provided continuous support to executive management in making critical decisions,” the expert shared.
Particular attention was paid to cooperation with international financial institutions. According to Oleh Terletskyi, independent supervisory board members actively participate in negotiations with foreign partners, donors, and creditors, strengthening trust in the company and facilitating resources for restoring destroyed generating capacities.
Internal control, compliance, and legal risks
The expert emphasized that Ukrhydroenergo continues to systematically implement OECD corporate governance standards. Today, OECD guidelines are no longer just external recommendations, but an internal standard for state companies, and Ukrhydroenergo’s team is ready to share its implementation experience.
He separately focused on the internal control system. According to him, the company employs a compliance officer, internal audit, and a risk management system, approving risk maps, risk appetite declarations, and risk tolerance metrics. At the same time, the internal control system should not expose the company’s entire internal workings externally. Despite delays in fully deploying certain processes due to SAP module integration, necessary policies have already been established, making complete digitalization merely a matter of time.
Oleh Terletskyi also highlighted the high level of personal responsibility borne by supervisory board members. They consciously agree to work under significant legal risks, as any collegial decision can become subject to law enforcement review. Furthermore, even minor changes in external conditions, such as exchange rate fluctuations, can alter the legal parameters of a major transaction and require re-running the entire approval procedure.
Professionals working on supervisory boards accept these risks consciously, understanding their responsibility for adopted decisions and acting strictly in the company’s interest, the expert stressed.
Key Takeaways
Oleh Terletskyi’s speech reaffirmed that effective corporate governance in the energy sector is not about formal compliance with procedures, but about strategic partnership, vision, and mutual responsibility between the board and management.
Ukrhydroenergo’s experience demonstrates that even under wartime conditions and severe infrastructure destruction, a professional supervisory board can serve as a reliable pillar for a company, helping it preserve operational stability, implement modern standards, and maintain the confidence of international partners.
