The Role of the Supervisory Board in Corporate Governance of Joint Stock Companies: Ukrainian and International Experience

Abstract

The article is devoted to a comprehensive study of the legal nature, functions, and place of the supervisory board in the corporate governance system of joint-stock companies. The relevance of the topic is determined by Ukraine’s European integration processes, the globalization of financial markets, and the need to enhance transparency and efficiency of corporate governance.
The article analyzes the current legislation of Ukraine, in particular the Civil Code of Ukraine and the Law of Ukraine “On Joint-Stock Companies”. It is concluded that the regulatory framework establishes a two-tier management model, granting the supervisory board exclusive competence. The main functions of the supervisory board are revealed: control, strategic, protective, appointive, and advisory.
The study conducts a comparative legal analysis of the two main models of corporate governance – the monistic (Anglo-American) and the dualistic (continental), with a detailed examination of the experience of Germany, the United Kingdom, and the recommendations of the G20/OECD Principles of Corporate Governance (2023).
Particular attention is paid to the existing systemic problems in the practical implementation of the supervisory board institute in Ukraine. Among the key shortcomings, the author highlights the absence of a clear business judgment rule and a mechanism of joint and several liability of board members, difficulties in proving the causal link when bringing members to civil liability, as well as the negative impact of martial law, introduced by the Decree of the President of Ukraine, approved by Law № 2102-IX of February 24, 2022, on the efficiency of corporate governance bodies.
Based on the conducted research, specific proposals for improving the legislation are formulated, including the introduction of standards of due care and duty of loyalty, the regulatory framework for remote meetings and electronic voting under martial law, and the gradual introduction of gender quotas in the composition of supervisory boards.