Difference of powers of the Board Chair, Chief Executive Officer and Company Secretary under the one-tier corporate governance structure in Ukraine

In the article there is an analysis of the difference of powers of the Board Chair, Chief Executive Officer and Company Secretary under the one-tier corporate governance structure in Ukraine, also the legal nature of the formalization of their duties. The article objective is to establish and articulate the differences of their powers, which is achieved through the study and analysis of legislative acts and relevant scientific researches. It has been determined that the election of the Board Chair and the Chief Executive Officer must take place at the first meeting of the newly elected Board of Directors, while the appointment of the Corporate Secretary occurs upon the appearance of this position. It has been established that the Board Chair and the Chief Executive Officer are elected by the Board of Directors, while the Corporate Secretary is appointed by the Board. The author examines the role of the Board Chair in corporate governance and concludes that the Chair convenes the Board, presides over its meetings, and signs the meeting minutes. It is also noted that, during such meetings, the Board Chair may have the right to a casting vote in the event of a tie among the Board members, as specified in the corporate charter document. The author examines the role of the Chief Executive Officer in corporate governance and concludes that the CEO represents the interests of the corporation, performs legally significant actions on its behalf without the need for a power of attorney, including transactions, and issues orders and directives that are mandatory for all employees of the corporation. It is also noted that the use of the term «ordinary daily activities of the corporation» in paragraph 3 of part two of Article 65 of Law № 2465-IX, the literal interpretation of which could unpredictably limit the powers of the Chief Executive Officer, does not meet the «quality of law» criterion. The article suggests to harmonize the terminology used in Laws № 2465-IX and № 2275-VIII. The author examines the role of the Corporate Secretary in corporate governance and concludes that the Corporate Secretary facilitates the coordination of the Board of Directors and its committees, and the exchange of information between the Board, shareholders, and other stakeholders of the corporation. It is also noted that the Corporate Secretary cannot be a member of the Board of Directors. The article specifies that the Board Chair, the Chief Executive Officer, and the Corporate Secretary are all officials.