In Ukraine the firm provides corporate governance and compliance services to banks, other financial institutions and multinational corporations to help them:
Our team is also actively engaged in public projects, including support to the Ministry of Finance of Ukraine in drafting legislative initiatives, aimed at improvement of corporate governance at state-owned entities.
The scope of services provided by our Corporate Governance and Compliance team includes the following:
Diagnostic review: current corporate governance structure; Governance/Reporting policies and procedures; supervisory board composition and responsibilities; minority shareholder’s rights and privileges; compliance with anti-monopoly rules in case when top officials hold positions in multiple companies;
Developing a target structure: advising on enhanced corporate governance practices in Ukraine and other jurisdictions; structuring shareholder relationships; introducing non-executive directors to the supervisory board; ensuring balance of responsibilities between the supervisory board and the director/board of directors; developing internal policies (signing/counter signing procedures, reporting policies, risk management, KPIs, etc.);
Implementing a target structure: drafting/amending a company’s statutory documents and internal policies; ensuring proper formalisation of such documents; drafting shareholder agreements and other related documents (options and management agreements, employment contracts with the management, etc.); ensuring proper registration of the respective documents (charter, etc.) with the authorities of the relevant jurisdiction.
Anti-money laundering compliance: independent AML audits/internal AML audits, AML programme evaluations and gap analysis; review of the effectiveness of AML programmes and/or assistance with AML risk assessments; design and implementation of customer due diligence processes (“Know Your Client” programmes [KYC] and risk models); design and delivery of training programmes for employees and management.
Anti-corruption compliance: independent compliance risk assessments and gap analysis; provision of practical recommendations for improving policies and procedures, as well as addressing compliance risks; design and assistance in the implementation of anti-corruption compliance programmes; design and delivery of training programmes for employees and management.
Compliance with specific regulations and policies: analysis of the key elements in a company’s compliance programme with respect to relevant laws and global best practices; ascertainment of whether compliance-related activities are being implemented as intended.
Evaluation of the “Know Your Client” policies of the bank’s subsidiary in Ukraine. In particular, client was interested in an assessment of the extent to which its KYC policies complied with Ukrainian AML legislation as well as the group's policy.
Performance of an internal AML audit regarding the policies and requirements of the group’s subsidiary in Ukraine. Within this project PwC Legal, in particular, conducted the audit of AML alert disposition quality.
Performance of an internal AML audit of its Ukrainian subsidiary with respect to local regulatory requirements. Within this project, PwC conducted: an assessment of the compliance of the subsidiary’s AML rules and internal procedures with the applicable Ukrainian legislation, including requirements imposed by the National Bank of Ukraine; an analysis of the actual implementation of existing AML procedures (including customer identification, due diligence and risk assessment) by testing a sample of customer files and interviewing key employees of the bank; an evaluation of the bank's transaction monitoring and reporting controls, by analyzing algorithms, testing a sample of reports and responses to regulatory requests, and interviews with responsible employees; an assessment of compliance with applicable Ukrainian and international sanctions regulations, and an assessment of the compliance of the AML training program with the guidelines of the NBU and international best practices.
Development and implementation of the strategy for improvement of corporate governance system of Ukrainian state-owned banks in accordance with best international principles and standards. This is a unique experience, which might have a significant impact on the whole corporate governance system in Ukraine.
Improvement of the corporate governance practices at Naftogaz and its subsidiary Ukrtransgaz in accordance with the OECD guidelines. Within this project, PwC conducted the following tasks: analysis of the current state of the company’s corporate governance (the ‘as is’) versus good practice, considering in particular the OECD guidelines for State Owned Enterprises (SOEs); development of a target corporate governance structure (the ‘to be’) ensuring that the proposed recommendations conform with the requirements of the EU Third Energy Package and other best practices and international standard; development of recommendations regarding functioning of key corporate governance bodies and management’s control framework with particular attention paid to the effectiveness of decision making and internal control processes; development of a prioritized action plan of changes (a roadmap) that should be implemented in order to bring the Naftogaz in line with expected practices.
Managing Partner, Attorneys Association "PwC Legal in Ukraine"
Tel: +380 44 354 0404
Vadym Romaniuk
Head of Banking and Finance practice, Attorneys Association "PwC Legal in Ukraine"
Tel: +380 44 354 04 04