A discussion took place on corporate governance, regulatory requirements, and change management — key factors for the resilience of Ukraine’s financial market. The event was organized at the initiative of the SUP Committee for the Development of the Non-Banking Financial Sector, and the meeting was moderated by its head, Roman Filonenko.
Ukrainian business is undergoing a deep transformation: from intuitive decisions to systematic approaches, transparency, and professionalization. In these conditions, corporate governance is becoming a key factor for competitiveness and integration into the European market.
Corporate Governance: Realities and Challenges for Ukrainian Business
As noted by Serhiy Bulavin, Chairman of the Supervisory Board and member of the Supervisory Boards of MTI Group, CGPA, and GenerationPlus, a significant portion of Ukrainian companies still do not demonstrate the necessary level of corporate maturity to obtain licenses from European regulators — in Lithuania, Sweden, or the United Kingdom.
The main reason is a formal approach to corporate management: declarative policies, weak procedures, and the lack of a true culture of accountability. Insufficient control and ineffective processes sooner or later lead to problems that can threaten the very existence of a business.
Management Professionalization — A Requirement of the Times
Expert Serhiy Bulavin emphasized that professional supervisory and advisory boards are no longer a “fashion” but a practical necessity for owners who strive to:
- protect and increase capitalization;
- prepare the company for M&A;
- enter international markets;
- attract investments, including from EU financial institutions;
- reduce business dependence on a single key person.
Boards help avoid partner conflicts, form a real strategy, build professional management, and systematize managerial processes.
Lithuanian Experience of Corporate Governance in the Fintech Sector
Petras Pinevičius, Chief Compliance Officer at NovaPay EU UAB, explained in detail how corporate governance is organized in Lithuanian fintech companies. In a regular business, only two bodies are sufficient — the shareholders’ meeting and management. But in EMI and PI, the requirements are much stricter: three-tier management structures are mandatory — management, the board, and the supervisory board. Each member of the governing bodies must meet the requirements of professional fitness and integrity, and the AML/CFT function must be real, not formal.
Regulatory Challenges in Ukraine: Strict Deadlines and Gaps in Regulations
Vadym Romanyuk, Head of Banking and Financial Law at PwC Legal Ukraine, analyzed the key difficulties financial companies face during the implementation of NBU Resolution No. 185. NBU Resolution No. 185, which regulates corporate governance in financial companies, is an important step toward transparency and resilience in the sector. At the same time, an analysis of its provisions reveals a number of issues that require further development and clearer legal certainty.
Management Structure Issues The resolution introduces changes to the requirements for governing bodies but creates potential inconveniences:
- Burden on the General Meeting (GM): In the absence of a Supervisory Board, the General Meeting of participants of a financial company is tasked with control and strategic functions that are uncharacteristic for it. This can complicate operational work and decision-making, as the GM is a less flexible body.
- Narrowing of Structures: A narrowing of possible corporate governance structures is observed compared to current legislation. Questions arise regarding the possibility of using bodies such as the Board of Directors and their clear place in the new system.
- Activity Planning: There are no clear rules regarding the need to approve activity planning documents for existing companies, which creates a gap in strategic management.
Legal Uncertainty and Documentation
A critical flaw repeated in several sections is insufficient legal certainty and inconsistency with other NBU regulatory acts. This lack of clarity complicates the understanding and fulfillment of requirements.
Format for Approving Internal Documentation: The NBU requires the approval of internal documentation that must contain a “clear sequence of actions for a certain process, indicating the methods, forms, and deadlines (timeframes) for employees to take these actions.” This definition essentially turns a policy into a detailed procedure, requiring a significant overhaul of existing internal documentation.
Change and Crisis Management
Financial expert and attorney Mykhailo Fedorenko focused on the fact that effective change and crisis management is a critical survival factor during regulatory reforms. Change management includes:
- preparing the organization
- forming a vision
- implementing transformations
- anchoring results
- final evaluation. He also presented key models: Kotter, ADKAR, and the Kübler-Ross change curve.
Crisis management includes:
- early detection of threats
- rapid decision-making
- stabilization of operations
- stakeholder protection
- post-crisis recovery.
Roman Kuzyuk, First Deputy Director General of the “Viysktorhservis” Concern, focused on the key dimensions that shape the success of any enterprise operating in the defense or rear-support sphere today, as well as the logic of making and implementing every managerial decision. Today, more than ever, we must have a comprehensive approach covering all areas of company activity. Managerial efforts should be aimed at:
- Innovations: We must constantly look for and implement new technological and organizational solutions that increase our efficiency and the quality of products/services.
- Control: Clear and continuous control over all processes — from finance to product quality — is the basis for minimizing risks and ensuring transparency.
- Transparency: Maximum transparency within the company and before partners/stakeholders builds trust and ensures the legality of our actions.
- Processes: It is necessary to constantly optimize and standardize internal business processes to ensure speed and repeatability of results.
- Personnel: People are the main resource. This applies to training as well as ensuring decent working conditions and motivation.
- Management: Quality management at all levels ensures coordinated work, rapid reaction to changes, and responsible task execution.
- Structure: A clear structure and rules for the interaction of governing bodies are the guarantee of the resilience and effectiveness of the company as a whole.
We thank the speakers for their expertise, depth of analysis, and readiness to share practical cases that made this event truly valuable.
Read more about the Committee and the opportunity to join here.