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Corporate governance

“The essence of corporate management lies in a system

Of relations between investors – owners of the enterprise, its managers and also persons interested in ensuring effective activity of the enterprise, balance of influence and balance of interests of participants of corporate relations”

Corporate management principles, affirmed by decision of SCCPFP dated 11.12.2003 № 571

In spite of passing new Law of Ukraine “On Joint Stock Companies” implemented principles of corporate management in Ukraine, current legislation and presently does not fully regulate all aspects of joint stock companies, including corporate governance, which increases the risk of destructive corporate conflicts a number of which remains significant in Ukraine.

Competent corporate governance is not limited to relationships between investors and managers, but also stipulates consideration of legitimate interests and active cooperation of persons concerned who have legitimate interest in the activities of the company (employees, customers, creditors, government, public, etc.).

LCF LAW GROUP services in the area of corporate governance include:

- Advice on corporate governance;

- Audit of existing system of corporate governance;

- Legal analysis of internal corporate documents;

- Provide suggestions for making the necessary amendments to internal corporate documents of the company;

- Draft internal corporate documents of the company (including drafting of a new version due to changes in corporate law (Law of Ukraine "On Joint Stock Companies");

- Corporate finance (including distribution of dividends);

- Corporate audit (inspection of shares and shares in the authorized capital agreements, revising Articles of association and internal documents that regulate the activity of the company; inspection of the minutes of General meeting of shareholders or members and meetings of the Board of Directors, Auditing Committee and the Board, instructions and orders of the director, etc., provision of legal opinions on necessary changes of the above mentioned documents according to the legal requirements, specific objectives of the client and with an aim of ensuring corporate security of business);

- Corporate business security (working out security measures in the area of corporate governance aimed at preventing possible "Raider capture" of the company, redistribution of assets, transfer of assets to "friendly" legal entities, elaboration of measures aimed at preventing internal corporate conflicts);

- Corporate secretary (secures organizational and technical and legal actions as with regards to calling and holding General meetings of the shareholders, meetings of the Supervisory board, Executive body and Auditing committee, organizes voting at the meetings (including by interviewing members of these bodies), maintains and storages protocols of meetings of these bodies, controls execution of decisions of the Supervisory board, analyses their efficiency and effectiveness; performs duties of the Secretary of the General meeting of shareholders, ensures information exchange on company’s activity among the members of the Supervisory board, Executive body, shareholders and other persons concerned, work with complaints and appeals of the shareholders, ensure drafting of the Articles of association and internal documents of the company, amendments and supplements to them; to participate in implementing procedures for avoiding conflicts of interest of officials of the association, etc.).