Поняття та роль незалежного директора (незалежного невиконавчого директора) в корпоративному управлінні

The article analyzes the features of a new legal institution for Ukrainian corporate law – an independent director (independent non-executive director) of the supervisory board (board of directors) in joint-stock companies. Special attention is focused on clarifying the terminological correctness of the concepts introduced in the legislation. It is noted that the Law on Joint stock company uses a dual (double) designation regarding the regulation of the institution of officials – “independent member of the supervisory board” (in the case of choosing a two-tier corporate governance system) and “independent non-executive director” (in the case of choosing a one-tier corporate governance system). The function of the relevant official is to control and supervise the activities of corporate governance bodies. In connection with European integration, the terminology based on the provisions of Recommendation No 2005/162/EC of the European Union was taken as the basis. The author argues that other concepts do not correspond to the domestic legal tradition, and therefore they are inappropriate to use both in rulemaking and in acts of local lawmaking. It is emphasized that the institution of independent directors is designed to ensure highly professional control over the activities of a joint-stock company, the objectivity of public information about the company’s activities, the use of non-standard approaches aimed at the development of the enterprise’s entrepreneurial activity, and increases investor confidence. Shareholders, including majority shareholders, understand in practice that the presence of a powerful and capable supervisory board is a competitive advantage of the company. The author emphasizes that the presence of independent directors on the board increases the investment attractiveness of the relevant joint-stock company, since they are able to provide more effective and professional control over the activities of the board, which reduces the risks of investing in this company and, accordingly, contributes to increasing its market value. It is concluded that the effectiveness of non-executive directors directly depends on both their participation in board meetings and their thorough verification of the assumptions of executive directors and other agents in the decision-making process. Independent members of the supervisory board (independent directors) have a much greater impact on the management of the joint-stock company and on the quality of financial information than other members of the board. Therefore, there is an inverse relationship between the quota of independent directors on the supervisory board (board of directors) and accounting manipulation.