03.08.2026
The final offline discussion of the Energy Club special project – the forum “Corporate Governance in Energy: From Formal Rules to Real Responsibility,” held on July 16 in Kyiv, brought together representatives of energy companies, members of supervisory boards, lawyers, consultants, public sector officials, and corporate governance experts. The final meeting provided a platform for summarizing a cycle of professional discussions and engaging in a candid dialogue about how a modern corporate governance model should function in Ukraine’s energy sector.
Participants discussed practical aspects of interaction between the owner, management, and supervisory boards, the limits of governing bodies’ responsibility, the impact of corporate governance on the trust of international partners and investors, as well as current changes in the public sector.
Valerii Bezus, Vice President of Energy Club and Head of the State Agency on Energy Efficiency and Energy Saving of Ukraine in 2021–2023, suggested in his address looking at corporate governance not through the lens of individual conflicts or political debates, but through its fundamental purpose. In his conviction, the main question that the corporate governance system must answer remains unchanged regardless of the company’s form of ownership: whether management acts in the owner’s interest.
Corporate governance arises when the owner delegates management
Valerii Bezus emphasized that the problem of corporate governance has existed as long as the division between ownership and management functions has existed. That is why its primary function is to ensure that management acts in accordance with the owner’s interests.
According to the expert, as long as the owner manages the business personally or directly controls the hired executive, a distinct corporate governance system does not actually exist. It emerges only when the owner can no longer exercise continuous control and delegates this function to a specialized body.
That is precisely when the need for a supervisory board arises to oversee management activities on behalf of the owner. Over time, the system becomes more complex – with the creation of joint-stock companies, the appearance of minority and majority shareholders, different ownership models, and state participation.
At the same time, Valerii Bezus stressed, regardless of whether it is a private or state-owned business, the essence of corporate governance remains the same: it must ensure that management’s actions align with the owner’s interests.
The speaker also drew attention to the fact that effective corporate governance is a prerequisite for company development. At a certain stage, a business can no longer scale, attract investment, or meet the requirements of international financial partners without a modern corporate governance system.
The supervisory board represents the interests of the owner, not management
Valerii Bezus paid special attention to the role of supervisory boards. He emphasized that the very name of this body defines its function – to exercise oversight over management activities. Management is the object of control because, in a corporate model, the owner and company leadership are no longer the same entity.
Even if the CEO simultaneously holds a stake in the company, the supervisory board must oversee them as a manager and protect the rights of all shareholders.
Valerii Bezus described a situation where the supervisory board effectively sides with management and enters into conflict with the owner as incorrect. “The role of the supervisory board is to protect the owner’s interests before the company’s management,” he stressed.
At the same time, the expert warned against a common mistake – perceiving the supervisory board as an executive body. It does not manage the company or perform management functions. Likewise, it should not substitute for the owner. Its task is to exercise oversight, ensuring the realization of shareholder interests.
The Vice President of Energy Club also pointed out that not all decisions executed by a company should be identified as decisions of the owner. For example, the performance of public service obligations (PSO) is a consequence of state regulatory policy, not a corporate decision of the shareholder.
The quality of corporate governance depends on the maturity of the state and business
Speaking about the public sector, Valerii Bezus called for not mixing corporate governance with political processes. According to him, societal interests are realized through democratic political mechanisms – elections and the activities of constitutional government bodies. They represent the state as a shareholder in state-owned companies and bear political and legal responsibility for doing so.
If society disagrees with how the state exercises its ownership rights, this should be resolved in the political arena, rather than through interference in the principles of corporate governance.
At the same time, the speaker acknowledged that corporate governance in the public sector is significantly more complex than in private business. Here, functions of the state as a regulator, policy maker, security guarantor, and executor of socially important tasks are added to the classic relationship between owner and management.
That is why Valerii Bezus figuratively compared corporate governance of state-owned companies to “3D chess,” where several centers of responsibility interact simultaneously. To minimize conflicts of interest, in his view, the functions of owner, regulator, and state policy-making should be separated among different government bodies as much as possible.
The expert separately noted that the quality of corporate governance in state-owned companies directly depends on the overall corporate governance culture in the country. Ukraine is currently still forming this institution: an underdeveloped stock market, culture of joint ownership, and practice of joint-stock company operations affect not only private business, but also the public sector.
In summary, the speaker emphasized that regardless of ownership form, quality corporate governance creates the prerequisites for sustainable company development, increased investor confidence, and the implementation of international governance standards in Ukrainian energy.
Today, as the Ukrainian energy sector undergoes a large-scale transformation, integrates into the European market, and attracts international financial support for recovery and development, the issue of corporate governance extends far beyond internal company procedures. It becomes one of the key factors in investor confidence, the efficiency of state ownership, and the ability of energy enterprises to operate under transparent and understandable rules. That is why the discussion on the division of responsibility between the owner, supervisory board, and management today carries not only professional, but also strategic importance for the future of Ukrainian energy.
