Порядок формування наглядової ради акціонерного товариства

The article examines the theoretical and legal principles of forming the composition of the supervisory board of joint-stock companies, as well as their practical implementation in the context of the transformation of corporate governance in Ukraine. An analysis of the norms of current legislation, in particular the Law of Ukraine «On Joint-Stock Companies», the provisions of the Financial Sector Development Strategy, and the recommendations of international organizations that define general approaches to building an effective control system in joint-stock companies is carried out. Special attention is paid to the category of independent directors, determining their status, functionality and limitations, as well as their role in strengthening transparency and integrity in the activities of the supervisory board. It is substantiated that the involvement of independent board members, provided that real independence is ensured, can positively affect the adoption of strategically balanced decisions and the protection of the interests of minority shareholders. A separate section of the work is devoted to the feasibility of employee representation in the supervisory board as a means of strengthening labor sovereignty, developing social partnership and harmonizing the interests of employees and owners of capital. Based on a comparative analysis of international practice (Germany, Austria, China), a conclusion is made about the effectiveness of models of labor participation in the management of companies through representation in supervisory boards. It is noted that in Ukraine the issue of employee participation in supervisory boards remains insufficiently regulated, which creates gaps in the corporate control system. The author proposes a mechanism for introducing a guaranteed share of employee representatives in supervisory boards, which can serve as an additional tool for increasing the level of trust in management decisions, reducing internal conflicts and promoting the long-term stability of the enterprise. The author justifies the need to improve legislation in the direction of formalizing the participation of various groups of stakeholders in corporate governance, which will meet European standards and national socio-economic realities. It is argued that in addition to independent members, employees should also be elected to the supervisory board. Their quota should depend on the size of the joint-stock company, in particular, on the criterion of the number of people working at the enterprise.