Historical and legal aspect of the institute of corporate secretary in Ukraine

Abstract

The article is devoted to the study of the genesis of a new legal institute for domestic corporate law - the corporate secretary. The author presents a detailed analysis of special regulatory framework in the field of corporate governance. It is noted that the Law of Ukraine «On Business Associations» did not mention any corporate secretary. In the 1990s, the relevant position was present only in large companies with foreign capital.
It is concluded that in the early 2000s the institute of corporate secretary, although it took place in a number of domestic JSCs, but was not widespread. The survey confirmed the need to introduce a special institute of corporate law, which would facilitate communication between the participants in the corporate legal relations of a particular company.
Emphasis is placed on the fact that for the first time at the regulatory level on the corporate secretary is recorded in the Principles of Corporate Governance №571 of 11.12.2003. The principles of corporate governance are developed on the basis of the model Principles of corporate governance of the Organization for Economic Cooperation and Development, in which the corporate secretary was given the role of a link between the governing bodies and shareholders. It is concluded that the Principles of Corporate Governance are of a recommendatory nature. That is, they are not mandatory for companies.
The first mandatory rules for the position of corporate secretary appeared with the adoption of the Law of Ukraine «On Joint Stock Companies» in 2008. At the regulatory level, the law defined the direct subordination and dependence (at least financial) of the corporate secretary on the supervisory board.
The author concludes that today there is no detailed legal regulation regarding the institution of corporate secretary. Legal regulation is mainly present at the level of bylaws, largely in the field of banking law. Therefore, in modern conditions, the author believes that there is an urgent need to detail the legal status of the corporate secretary at the level of the Law of Ukraine «On Joint Stock Companies».