30.04.2026
Energy Club has launched a special project dedicated to corporate governance in Ukraine’s energy sector—a topic that currently determines not only the efficiency of state-owned enterprises (SOEs) but also the level of investor confidence, the resilience of the industry, and the country’s ability to conduct deep economic reforms.
Within this project, a professional discussion is forming around a key question: why, despite having formally correct rules, corporate governance often fails to function as a system. The focus is not on theory, but on practice—the real role of supervisory boards, the line between oversight and interference, shareholder responsibility, and the independence of directors under current Ukrainian conditions.
Expert meetings, a series of interviews with market participants and international experts, and a final forum in Kyiv will showcase not only the Ukrainian agenda but also an external perspective on the readiness of Ukrainian energy companies for a new quality of governance.
As part of this special project, Energy Club journalist Olena Karpachova spoke with Oleksandr Okuniev, Chair of the Board of the Professional Association of Corporate Governance (Paku), founder of the Ukrainian Institute of Corporate Governance, and member of the Board of the National Registry of Corporate Directors.
Oleksandr Yosypovych has many years of experience implementing consulting projects as part of teams from the International Finance Corporation (IFC) in Ukraine (1996–2001), the International Institute of Business (2001–2012), and the Ukrainian Institute of Corporate Governance (since 2012). He is the author of numerous training programs for corporate governance professionals in Ukraine, Kazakhstan, Moldova, Uzbekistan, Tajikistan, and Mongolia. He also serves as a member of the Committee on the Functioning of Issuers and Corporate Governance of the NSSMC. He is the co-author of Ukraine’s first manual on corporate governance (IFC, Kyiv, 1999); “The Handbook of International Corporate Governance” (Institute of Directors, London, 2005); author and compiler of the manual “Corporate Governance in Private and Family Companies” (Kyiv, 2012); author-compiler of two editions of “Anti-Corruption Compliance” (Kyiv, 2018 and 2023); author of the practical guide “Supervisory Board Self-Assessment” (Kyiv, 2024); and author of over 100 publications on corporate law and governance.
In the interview, Oleksandr Okuniev explicitly states that Ukraine is only at the starting point of forming a mature model. He explains why the public sector is stuck in formal procedural compliance without substance, while the private sector lacks the tools and practical experience for implementation. The leading expert pays special attention to systemic challenges and key gaps between state and private management models, explains the real state of the independent directors’ market, and emphasizes a critical problem — the lack of actual independence among board members. At the same time, he formulates specific steps for the state.
This conversation is not about declarations, but about diagnosing the system and practical solutions, without which a quality reboot of corporate governance in Ukraine’s energy sector is impossible.
— Oleksandr Yosypovych, you have spent many years working on corporate governance as a consultant, educator, and developer of professional programs. To be frank, what stage is Ukraine at today: are we already building a mature system or are we still in the phase of basic formation?
— In my opinion, we are at the starting stage of its formation. In fact, certain rules and procedures have already been written—they more or less correspond to European documents and practice. However, there is no stock market within the country, which leads to a lack of understanding of the true purpose of their application.
They seem to be applied, but what we observe, especially in the public sector, is—well, there is the harsh word “sabotage,” and then there is a softer formulation: “appearance versus performance”. Right now, it is mostly about the “appearance.” We adhere to the form, or try to adhere to it at least partially, but we are entirely focused on the form, while there is very little substance.
In the private sector, the situation regarding values is significantly better. The issue there is that many owners are still at the early stages of understanding why corporate governance is needed, how to implement it, and where to find people who will actually perform it properly. In short, the private sector has a deficit of “how,” while the public sector has a deficit of “why”. This is why we are still at the start.
— In professional circles, it is often said that Ukraine has enough rules but lacks quality practice. How fair is this statement?
— It is absolutely fair. Rules and procedures are sufficient—sometimes even excessive. But proper practice and people who embody expertise in this matter are extremely scarce.
And let’s be honest, it’s like this everywhere, not just in Ukraine. Globally, many people own businesses or hold positions without fully understanding the goals and benefits of corporate governance. They say they understand, but they don’t. You can judge by their actions.
A striking example is Donald Trump. Does he understand the principles of corporate governance? Probably. Does he follow them—as a president or a businessman? Probably not. We have thousands like him.
The same applies to Ukraine, unfortunately. However, we are moving forward. We need people in boards who understand the industry, strategy, and personnel management, but who also have a deep understanding of corporate governance issues. There shouldn’t be a separate “director of corporate governance”; there should be business people who understand corporate governance. Such people are critically lacking.
— Regarding the energy sector specifically, what is the main challenge: political influence, weak institutions, personnel issues, or blurred responsibility?
— All these manifestations are interconnected.
To exert political influence on state companies, institutions must be weak; otherwise, you wouldn’t achieve your goal or would step outside the law. Regarding the personnel problem—naturally, one would select loyal people rather than professional ones to maintain that influence. And, of course, responsibility must be blurred so that there are no consequences.
The problem comes from the top—specifically, a lack of political will to change things. The consequences are all these manifestations, particularly in the energy sector, that everyone is hearing about.
— Is it true that a major problem in the Ukrainian model is that corporate governance is evaluated by formal signs: the board exists, committees are formed, but the real quality of management doesn’t change?
— Yes, and I would add that if you look closely at large SOEs, they often fail to meet even these formal signs. Either the board is incomplete, or there is an “acting” director instead of a permanent one, or the statutes aren’t updated. This devalues and disorganizes the entire model.
We have a state-approved methodology for the external evaluation of boards, which was used for Naftogaz, GTS Operator of Ukraine, and Ukrenergo. Even under this methodology, independent experts gave relatively low scores for these economic flagships.
Furthermore, board decisions are strategic, and their effects often take more than a year to manifest. Our annual evaluation is, in my view, incorrect because we might judge a board as ineffective when it is actually performing well for the long term, or vice versa. Determining real quality is difficult, but it’s good that through ownership policy and letters of expectation, we are starting to think about long-term consequences.
— Has a real market for professional independent directors formed in Ukraine?
— This is exactly what we have been working on for many years.
We have held the annual Corporate Directors Forum for 10 years. Since 2009, we have had the Professional Association of Corporate Governance. The National Registry of Corporate Directors has been public for 9 years. About 750 people have completed our training program for board members. Even during the war, hundreds of our graduates meet to share experiences. I believe the market is formed.
The issue is that independent professionals are not always in demand. In the public sector, there are often reasons not to create a “real” market-based board. In the private sector, however, demand is growing as founders begin to step back from management due to age or health.
— Can quality corporate governance be built during a war, or does the system inevitably slide into manual management?
— War sharpens everything and highlights both successful and unsuccessful decisions very clearly. You can see it on the battlefield and in business.
While anti-crisis management is needed, a professional board is the primary tool for survival and effective functioning. Of course, the board must change its style: provide more freedom to managers while focusing more on control functions without excessive bureaucracy. The board must lead emotionally and support the management in strategic matters rather than hiding abroad. I do not agree with the claim that boards are unnecessary during wartime.
— How does the management culture in a state company differ fundamentally from a private one?
— They are “super-different”. Public sector representatives are much more focused on rules, procedures, and compliance with legislation because the sector is highly regulated and under the “magnifying glass” of law enforcement. Many highly qualified people refuse positions in the public sector because they want to enjoy their work rather than spend time in interrogations. This is a great loss for the state.
The private sector is more focused on the business itself. They spend less time on procedures and more on how to make the company more efficient and help the business grow. Personally, I find working with the private sector much more interesting.
— What three actions should the state take to show it is interested in real strengthening of corporate governance rather than imitation?
1. Allow the private sector into industries where it is currently absent, such as railways, energy, and the nuclear sector. We saw in the military sphere how allowing private competition during the war led to Ukraine reaching leading positions globally.
2. Privatize up to 80% of state enterprises. We need to get rid of state assets that endlessly generate losses. The main effect isn’t the sale price, but stopping the drain on the budget to cover their losses.
3. Create a specialized state body to perform the function of the “owner” for the remaining 20% of effective enterprises. We need a National Wealth Fund or a state agency for managing corporate rights. International organizations have made this a condition for financing, but little has happened yet.
— What will be the most important factor for the quality of boards in the coming years?
— Legislation can always be improved, but it isn’t actually that bad in Ukraine. I believe the priority should be implementing a serious evaluation procedure for existing boards. Without criteria and professional assessments, it is hard to say if a board is effective or not.
If a board is ineffective, we need to diagnose why: is it the people, the procedures, or a lack of cooperation with the shareholder? In 2025, the state conducted external evaluations for three companies. That was a good starting point, but unfortunately, it hasn’t been scaled for 2026.
— What is the main criterion for a successful board today?
— All factors—independence, professionalism, and the balance between control and support—are equally important. However, the most problematic today is real, rather than formal, independence, especially in state companies.
Not everyone is ready to say what they think. Unfortunately, those who take a principled stand in some state banks and companies often don’t last long. This is the main challenge.
Ukraine already has corporate governance rules. The question is whether it is ready to execute them in substance rather than just on paper. Today it’s a choice between two models: the imitation of control or real responsibility. This choice will determine whether the energy sector becomes a point of growth or remains a source of systemic risks.
The essence of corporate governance lies not in structures and procedures, but in the ability to make responsible decisions and bear the consequences. Next few years will be decisive: either corporate governance becomes an effective development tool, or it finally settles as a hollow formality.
