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Corporate Governance Services

Why PwC Legal Ukraine?

  • Our Corporate Governance and Compliance practice is part of a network of 2,500 lawyers in over 80 countries, advising an extensive client base, which includes Financial Times Stock Exchange (FTSE) 100 corporates, multinationals, large private businesses and mid-market companies
  • With our extensive knowledge of local regulations and our multijurisdictional capabilities, we are well positioned to help our clients deal effectively with corporate governance, regulatory and compliance issues. Our team has extensive experience in banking and financial services where we advise on all aspects of corporate governance and regulatory compliance
  • Experience of our global network enables us to provide exceptional compliance services, which embody global best practices, while also keeping our clients aware of current developments in international compliance regulations
  • Our Anti-money Laundering (“AML”) practice includes experts, specialising on both Ukrainian and foreign legislation, with the skill and experience to help clients:
    • improve AML policies and procedures, and
    • prevent violating related regulatory requirements, which allows our clients to avoid penalties, reputational damages, suspension of activities and/or withdrawal of licenses
  • Our team consists of experienced attorneys, being socially responsible and adhering to the highest professional and ethical standards

Clients

In Ukraine the firm provides corporate governance and compliance services to banks, other financial institutions and multinational corporations to help them:

  • develop sustainable and effective corporate governance and compliance systems, and
  • increase their efficiency in the prevention of money laundering operations and financial crimes.

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.

 

Scope of Services

The scope of services provided by our Corporate Governance and Compliance team includes the following:

Corporate governance

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.

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Compliance

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.

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Selective Experience

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.

Client: One of the major international banks

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.

Client: One of the major international banks

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.

Client: One of the major international banks

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.

Client: The Ministry of Finance of 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.

Client: Naftogaz of Ukraine and its subsidiary Ukrtransgaz

Contact us

Alexey Katasonov

Alexey Katasonov

Managing Partner, Attorneys Association "PwC Legal Ukraine"

Tel: +380 44 354 0404

Olga Melnychenko

Olga Melnychenko

Нead of Market Entry & Exit, Employment & Immigration practice, Attorneys Association "PwC Legal Ukraine"

Tel: +380 44 354 0404

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