27.07.2026
The culmination of the three-month special project was the Energy Club forum “Corporate Governance in Energy: From Formal Rules to Real Responsibility,” held in Kyiv on July 16.
At the center of the discussion were practical questions rather than theoretical principles: how the state should exercise its ownership rights without manual interference in company operations; what the real role of supervisory boards should be; how to evaluate their effectiveness; where the line between control and political pressure lies; how to ensure the accountability of management and governing bodies; and what exactly builds the trust of international financial institutions, donors, and investors in Ukrainian energy companies.
A special focus of the meeting was on the developments of 2025–2026: updating supervisory boards in key state-owned energy companies, a new stage of OECD standards implementation, and stricter requirements for transparency, compliance, and governance accountability.
One of the key speakers at the forum was attorney and dispute resolution partner at Juscutum Oleksii Hnatenko. In his speech, he explained why corporate governance is a prerequisite for the development of state-owned companies, outlined the main systemic problems of the Ukrainian model, and proposed practical steps for its improvement.
“If companies want to grow, there must be a supervisory board”
Oleksii Hnatenko began his speech by answering a fundamental question around which much debate centered throughout the forum: “Perhaps the main question is: do we need corporate governance as such in Ukraine in general? I have no doubt about it. Obviously, it is needed. Especially where there is big business, and especially where there are state-owned companies.”
According to the lawyer, following the repeal of the Commercial Code, Ukraine is in a complex transition period where state and municipal enterprises must undergo corporatization. This is a large-scale challenge for a country that is simultaneously waging a war and restoring its economy.
At the same time, corporate governance should not be perceived as an imposed bureaucratic model – it originated in Western business practice, where the main criteria are efficiency, development, and accountability.
Oleksii Hnatenko paid special attention to the role of supervisory boards, which are currently the subject of the most intense discussions.
“If companies want to grow, there must be a supervisory board. It does not protect shareholders or management separately. In fact, it is a balancer designed to ensure a balance of interests, prevent conflicts, and foster effective management,” he emphasized.
According to the speaker, supervisory boards acquire special importance in the energy sector, which remains vulnerable to political conditions: “A supervisory board is that small island of stability that must ensure the operation of energy companies.”
At the same time, corporate governance procedures, often perceived as excessive bureaucracy, actually perform a protective function: “Bureaucracy is also a kind of immunity. If crises arise in an enterprise or in the country, it is the supervisory board that must ensure the stable functioning of the company.”
Conflict of roles and the need for unified rules for the energy sector
Speaking about the problems of the Ukrainian corporate governance model, Oleksii Hnatenko stressed that the greatest challenge remains the conflict of interest, where the functions of owner, regulator, and bearer of public interest are often combined within a single center of influence. If it is impossible to completely separate these roles, it is necessary to establish procedures that minimize the corresponding risks.
Summarizing the discussion, the speaker suggested moving from discussions to formulating practical sectoral solutions: “I think that if we addressed the issue of a unified corporate governance code specifically in the energy sector – with our recommendations, vision, specifics, and features – it would be appropriate to submit it to the regulator, the Ministry of Energy, and engage MPs to settle these issues.”
This is important because the energy sector, operating under conditions of war, constant infrastructure attacks, and political turbulence, requires its own modern corporate governance standards.
Three systemic problems of corporate governance
Summing up his speech at the forum, Oleksii Hnatenko highlighted the main points:
“We discussed why corporate governance cannot be reduced merely to creating supervisory boards, appointing independent directors, and approving internal policies. In my opinion, these tools will not work without resolving three systemic problems.
First: institutional conflict of roles. The state simultaneously acts as the owner of energy companies, shapes policy, regulates the market, and represents the public interest. Formally, these functions may be distributed among different bodies, but in practice, they often converge in one center of influence.
As a result, the company receives contradictory signals: ensure profitability and pay dividends, suppress tariffs, fulfill public service obligations, invest in recovery and physical protection. Under such conditions, even a professional supervisory board will lack sufficient autonomy.
The second problem is related to the transition period following the repeal of the Commercial Code of Ukraine. State and many municipal enterprises faced the task of transitioning to corporate forms, specifically JSCs and LLCs.
However, corporatization should not turn into a mechanical change of name and charter. It requires property inventory, resolution of licenses, contracts, and liabilities, distribution of powers, and creation of an effective control system. All of this takes place during war and political turbulence, when priorities can change faster than a single management cycle completes.
The third problem is the vagueness and volatility of goals. Energy companies are simultaneously expected to deliver financial efficiency, service affordability, power reliability, modernization, infrastructure recovery, and integration into the European market.
Each of these goals is important. But without a clear hierarchy, timelines, and funding sources, KPIs and OKRs lose their meaning. Metrics cannot fix an undefined mandate; they only create the illusion of controllability.
Corporate governance begins with answering simple questions: why the state or municipality owns a company, where the boundaries of owner intervention lie, what public value the enterprise should create, and by what results its performance will be evaluated.
Thank you to Energy Club and the event participants for a substantive and candid discussion. In current conditions, the quality of corporate governance is not a formality, but a component of the resilience of Ukrainian energy.”
The Energy Club forum served as a platform not only for discussing corporate governance principles, but also for searching for practical solutions that will help make state energy companies more independent, effective, and resilient. The proposal to develop a sectoral corporate governance code for the energy industry was one of the key initiatives voiced during the discussion, and it could become the next step in shaping a modern governance model for a strategic sector.
