Stronger Financial Markets and Institutions for Ukraine’s Recovery

3. Ukraine’s corporate governance framework

Abstract

This chapter provides policy recommendations to improve Ukraine’s capital markets and corporate governance framework. The first section focuses on enhancing the capital market infrastructure, developing a growth equity market with a focus on SMEs, and strengthening the regulatory framework for stock markets. The second section calls for improving the independence, governance, and regulatory capacity of the National Securities and Stock Market Commission. The third section focuses on enhancing the implementation and monitoring of corporate governance standards. This chapter draws mostly on the experiences of peer countries, and recommendations in the G20/OECD Principles of Corporate Governance.

Ukraine has enacted substantial legal reforms in recent years to enhance its legal framework for corporate governance, including changes to the National Securities and Stock Market Commission’s (NSSMC) powers and the regime governing joint-stock companies. The NSSMC has also established complementary regulations for company disclosure and corporate governance reporting which came into effect in 2025.

Ukrainian public authorities are continuing to align laws and regulations with international standards, building on recommendations from the OECD, the International Monetary Fund (IMF), the European Union (EU), and the European Bank for Reconstruction and Development (EBRD). Progress can be tracked on the 2025 Ukraine Reform Matrix platform, managed by the Cabinet of Ministers of Ukraine (CMU, 2025[1]).

However, significant challenges remain in important areas, including the functioning of capital markets, the NSSMC’s institutional capacity and independence, and the implementation of corporate governance standards. Fragmented markets, inadequate supervision of corporate governance practices, and gaps in NSSMC governance, capacities and implementation of regulation may continue to limit international investment flows into Ukraine.

While good progress has been made in revising legislation, the effective implementation of these changes and the introduction of NSSMC regulations will be crucial for the success of capital market reforms. These reforms would help improve overall financial market conditions, which in turn would help to attract more companies and investors to public equity markets.

This chapter provides policy recommendations to address these challenges and priorities. The recommendations are informed by inputs from key stakeholders including the NSSMC, recommendations from the G20/OECD Corporate Governance Principles, experiences of peer European countries, and practices of jurisdictions analysed in the 2025 OECD Corporate Governance Factbook (OECD, 2025[2]) (OECD, 2023[3]).

Table 3.1. List of recommendations in Chapter 3

#	Recommendation	Responsible authorities	Implementation timeline	Priority recommendation
1	Advance towards an integrated or well-coordinated capital market infrastructure with adequate related services for companies.	NSSMC, MoF	Long	Yes
2	Set up a growth equity market with a focus on SMEs.	NSSMC	Medium	No
3	Revise NSSMC regulations for stock market functioning, including updating listing requirements, along with increasing integration into global capital markets.	NSSMC	Short	No
4	Reinforce the NSSMC’s regulatory capacity to draft secondary legislation required for supervision and enforcement procedures.	NSSMC CMU	Short	Yes
5	Enhance the NSSMC’s independence by reforming its appointment processes for commissioners and governance, along with diversifying its funding sources when market conditions allow.	NSSMC CMU	Short	Yes
6	Enhance implementation of corporate governance standards by applying a national code to all listed companies and clarifying the scope of its application and related disclosure.	NSSMC	Medium	Yes
7	Establish a monitoring system for companies’ compliance with a corporate governance code or standards, including a national report on corporate practices.	NSSMC	Medium	No

3.1. Introduction

Ukraine made important reforms to its capital markets in 2023-24, through Law No. 3585-IX on the State Regulation of Capital Markets and Organised Commodity Markets, and Law No. 2465-IX on Joint Stock Companies (JSCs) (The Verkhovna Rada of Ukraine, 2024[4]; The Verkhovna Rada, 2023[5]). Shareholder rights were strengthened by increasing shareholders’ ability to request annual general meetings, exert pre-emptive rights, and pursue derivative litigation.1 The company disclosure regime, and internal control systems for related party transactions (RPTs) and insider trading, were enhanced with comprehensive reporting requirements, timely prevention mechanisms and robust internal approval procedures. The one-tier board alternative was introduced alongside the existing two-tier board structure to offer companies flexibility in board structure. New legislation also improved the selection and appointment process for NSSMC commissioners. The Commission will be considerably empowered as a capital market authority, with most of the new powers on investigation, monitoring and enforcement to take effect in 2026.

Ukraine made further progress in 2025. Concerning the disclosure regime, new NSSMC regulations on corporate governance reporting were issued in May 2025 (NSSMC, 2025[6]). Companies submitted their annual reports in September 2025, for the first time since martial law took effect. Regarding corporate law, Legislation 4196-IX passed in January 2025 abolished the Commercial Code and expanded the rules governing limited liability companies to include foreign enterprises, as well as disclosure obligations (The Verkhovna Rada, 2025[7]). These amendments came into effect in August 2025.

However, challenges remain in implementing recent institutional and regulatory changes, and to further improve the corporate governance framework. NSSMC regulations need to be drafted for the framework’s practical implementation, but this process is delayed. The political independence of the Commission’s appointment process can still be improved. Although the 2020 Corporate Governance Code is well-regarded by the market, Ukraine lacks an effective monitoring system for company compliance with corporate governance standards (NSSMC & UCGA, 2020[8]). Evaluating the impact of regulatory changes has been arduous given martial law suspension of disclosure requirements, wartime conditions, and the NSSMC’s limited oversight capacity. Moreover, the NSSMC continues to face in adequate staffing and operational capacity.

The IMF has requested a fit and proper review of the NSSMC’s operations, independence, and regulatory capacity, as well as the finalisation of alignment with the International Organization of Securities Commissions (IOSCO) Principles (International Monetary Fund, 2025[9]). To achieve this, Ukraine may introduce new legislation and produce a concept note and a roadmap for capital market reforms. Changes might also include actions to enhance clearing and depository services provided by the National Depository of Ukraine (NDU). In the context of EU-Ukraine accession negotiations, the European Commission has highlighted the need to continue strengthening the NSSMC’s enforcement role and independence, as well as to step up international co-operation (European Commission, 2024[10]).

In this context, the OECD has formulated three recommendations, detailed in the following sections:

• strengthening Ukraine’s capital market infrastructure and regulation

• enhancing the NSSMC’s institutional capacity and independence

• fostering the implementation and monitoring of corporate governance standards

The chapter is informed by the G20/OECD Principles of Corporate Governance, the global standard for corporate governance.2 It also draws on good policies and practices from 52 jurisdictions surveyed for the 2025 OECD Corporate Governance Factbook, and the experiences of peer European countries.3 This is especially the case for the implementation and monitoring of companies’ corporate governance practices.

The recommendations also reflect the OECD’s comprehensive consultation process with stakeholders in Ukraine during Q2 2025.4 Stakeholders acknowledged progress in the legal and regulatory framework but pointed out implementation deficits, the NSSMC’s insufficient institutional capacity, the country’s regulatory complexity, and an underdeveloped capital market.

3.2. Strengthening capital market infrastructure and regulation

As described in Chapter 2, Ukraine’s public equity market remains underdeveloped, channelling few investments into the country. Equity trading accounted for less than 1% of the total trading volume in 2023 (OECD, 2025[11]). No IPOs were conducted on any of Ukraine’s stock exchanges in 2024, and securities trading decreased by UAH 331.19 billion by August 2025 (NSSMC, 2025[12]). Only 23 securities were listed as of July 2025, totalling UAH 5.88 billion (PFTS, 2025[13]).

Two stock exchanges still officially operate in Ukraine: the First Stock Trading System (PFTS) and the Perspektiva Stock Exchange (PRJSC). A third exchange, the Ukrainian Exchange (UX), formally operated until April 2025.5 The PFTS and PRJSC are privately owned joint-stock companies. Their official platforms do not provide up-to-date market capitalisation figures, and comparable data is challenging to obtain from official sources. The UX's last registered market capitalisation was UAH 78.549 billion as of July 2024, with no equity or bond trading activity reported in 2025 (Ukrainian Exchange, 2024[14]). PFTS reached UAH 21.5 billion of market capitalisation in August 2025.

Both the PFTS and PRJSC stock exchanges showed some securities trading activity during the period January-August 2025 (Table 3.2). However, Ukrainian domestic government bonds continue to dominate the market, making up 74.1% of the stock market trading volume. This is followed by a range of financial instruments such as Collective Investment Fund (CIF) shares, investment certificates, external government bonds of Ukraine, sovereign bonds of foreign states, swaps and bonds of foreign issuers – collectively making up 25.2% of trading volume. In contrast, equities and corporate bonds together represented less than 1% of trading during the period.

The PRJSC and UX (before its license was revoked in April 2025) stock exchanges primarily listed bond issuer entities, such as the Ukrainian Ministry of Finance or institutions from EU states (Perspektiva Stock Exchange, 2025[15]; Ukrainian Exchange, 2024[14]). PFTS, while also primarily listing bonds as noted above, reported six publicly traded companies with equity shares on the PFTS (PFTS Stock Exchange, 2025[16]).

Table 3.2. Ukrainian stock exchanges’ activity between January and August 2025

Stock exchange	Market capitalisation	Equities trading volume	Corporate bonds’ trading volume	Domestic government bonds’ trading volume	Other financial instruments’ trading volume
PFTS	21.5 (August 2025)	0.036	2.7	381.5	167.9
PRJSC	-	0.01	2.4	121.1	2.9
UX	78.549 billion (July 2024)	-	-	-	-

Note: Trading volume is measured in UAH billion and encompasses transactions from January to August 2025. Other financial instruments include CIF shares, investment certificates, external government bonds of Ukraine, sovereign bonds of foreign states, swaps and bonds of foreign issuers. Data on trading volume is consolidated by the NSSMC and published monthly on the Commission’s website. Data for market capitalization was obtained from the stock exchanges' websites. According to the NSSMC, calculation methods differ and are not comparable.

Source: NSSMC, (2025[12]), Analytical data on stock market development, https://www.nssmc.gov.ua/news/insights/. PFTS, (PFTS, 2025[17]), index data, https://pfts.ua/en/1-market-data/1-pfts-index/1-index-data. UX, (2024[14]), Stock Exchange List of Securities as of 05.07.2024, https://www.ux.ua/ua/issues.aspx.

As discussed in Chapter 2, many Ukrainian companies face challenges in accessing finance to conduct business operations and grow. Most seek financing from banks or the private market rather than through public markets. Large Ukrainian companies that raise financing from capital markets typically list on foreign exchanges, such as the Warsaw Stock Exchange or the London Stock Exchange. Stakeholders highlighted that it is not convenient for companies to publicly list in Ukraine, due to regulatory complexity and a lack of liquidity in the market. In addition, since two exchanges operate in the country, companies may face different listing and trading requirements, while investors may face fragmentation of services and information.

To address these challenges, Ukraine plans to establish a task force to implement the financial market infrastructure reforms as part of the IMF’s review in June 2025. Moreover, Ukraine and the EBRD signed a memorandum of understanding in July 2025 to collaborate on the creation of an integrated stock exchange structure (Ministry of Finance of Ukraine, 2025[18]). The current structure is not optimal for the financing, growth and resilience of the corporate sector.

To support these efforts and further develop a well-functioning capital market, this section includes recommendations to:

• move towards an integrated or well-coordinated capital market infrastructure with adequate stock market-related services for companies

• set up a growth equity market, with a focus on SMEs

• revise the NSSMC’s regulations for stock market functioning, including updating listing requirements, along with increasing integration into global capital markets.

3.2.1. Moving towards an integrated or well-coordinated capital market infrastructure

Better integration or coordination of stock exchange-related services in the capital market could enhance efficiency in monitoring, clearing and depository services as well as in data analysis; and more broadly improve price discovery. It could also strengthen investor confidence in the Ukrainian market and facilitate companies’ listing and trading in public markets by providing them with adequate access to the necessary services and information. All in all, it would help develop Ukraine’s capital market by providing new sources of financing for businesses and improving liquidity.

Improving access to finance and liquidity in markets are among the reasons why the EU is aiming to move towards a more integrated capital market. The Savings and Investments Union (SIU), a broad set of EU initiatives, also sees increased investment flows, enhanced competition, and stronger economic resilience as benefits to be achieved through greater integration of EU members’ capital markets (EU Commission, 2025[19]). Consolidating Ukraine’s capital market should thus also be seen in the context of its EU accession ambitions.

Competition between multiple stock exchanges as service providers might also have the opposite impact of what is desired. It is noteworthy that all peer countries have a consolidated model with only one trading venue. This is even the case for the largest markets, Poland and Romania, which have the highest number of listed companies and market capitalisation (Table 3.3).

Table 3.3. Stock exchange’s main markets in Ukraine and peer countries in 2024

Country	Stock exchanges	Listed companies	Market capitalisation	Median market capitalisation
Bulgaria	1	63	6 044	52
Czechia	1	13	34 488	211
Poland	1	393	210 823	48
Romania	1	81	47 016	39
Ukraine	3	6	-	-

Note: Market capitalisation is measured in USD millions. The table compares selected jurisdictions with a growth market, using available public information as of the end of 2023. No information is available for Croatia and the Slovak Republic regarding growth markets. For Ukraine, data on the number of listed companies was sourced from PFTS Index Data, as of the end of 2023.

Source: OECD (2025[2]), Corporate Governance Factbook 2025 https://www.oecd.org/en/publications/serials/oecd-corporate-governance-factbook_88f0402f.html. OECD (2025[11]), Mapping Ukraine’s Financial Markets and Corporate Governance Framework for a Sustainable Recovery, https://www.oecd.org/content/dam/oecd/en/publications/reports/2025/01/mapping-ukraine-s-financial-markets-and-corporate-governance-framework-for-a-sustainable-recovery_ba6fc369/866c5c44-en.pdf.

Ukraine could consider merging its existing stock exchanges, as Bulgaria did in 2017 by consolidating two stock exchanges within the Sofia Stock Exchange to form the current Bulgarian Stock Exchange. Nevertheless, legal challenges raised by stakeholders and international bodies may hinder the implementation of that approach in Ukraine.

Alternatively, Ukraine could establish a new integrated capital market infrastructure within a stock exchange group that provides all trading and information services in accordance with international standards. For example, both the Prague and Warsaw Stock Exchanges offer a range of securities-related services to companies. This includes market data and indicators as well as depository and clearing services. Together with subsidiaries, they form the PX Group in the Czechia and the GPW Group in Poland. These models from peer countries could serve as good examples of integrated capital market infrastructures to improve stock market functioning.

3.2.2. Setting up a growth equity market with a focus on SMEs

In an economy traditionally dominated by conglomerates, state-owned enterprises (SOEs) and large private companies, creating an equity market for growth companies may facilitate funding for SMEs and start-ups. This type of listing segment is expanding worldwide and usually includes platforms established on or managed by stock exchanges to provide equity financing to companies that typically do not meet listing requirements for main markets or banks’ financing criteria (OECD, 2025[20]).

When establishing a growth market, a key consideration is the need to balance investor protection with reducing compliance burdens on companies aiming to list. These types of markets can be accessible to all retail investors or only to some qualified investors (OECD, 2025[2]). Considering Ukraine’s experience with the privatisation of SOEs following independence, when most of the population was granted shares without adequate knowledge of their rights and responsibilities as shareholders, opening a growth market for retail shareholders might require campaigns to improve financial literacy as well as staggered implementation (Forbes, 2021[21]).

Ukrainian stakeholders identified regulatory complexity and financial scarcity as significant obstacles to SMEs thriving in the country. These are precisely the barriers that growth markets aim to tackle by offering an alternative to bank financing or listing on the main or premium markets of stock exchanges. These financing avenues often demand a specific business background and impose regulatory requirements that are difficult for SMEs to comply with, as described in Chapter 2.

Several peer countries have successfully developed an alternative growth market in their domestic stock exchanges. Poland (NewConnect) and Romania (AeROMarket) have seen many SMEs listed on these markets (Table 3.4). Among other measures, they have developed simplified regulations, and flexible funding means for SMEs. Likewise, at the European level, the Euronext Group has established Euronext Growth to offer flexible listing requirements and easier access to capital for SMEs (OECD, 2025[20]).

Table 3.4. Stock exchanges’ alternative growth markets in peer countries in 2024

Country	Number of listed companies	Market capitalisation	Median market capitalisation
Bulgaria	131	1 479	3
Czechia	12	376	15
Poland	355	3 015	4
Romania	270	3 337	4

Note: Market capitalisation is measured in USD millions. The table compares selected jurisdictions with a growth market, using available public information as of the end of 2023. No information available for Croatia and the Slovak Republic regarding growth markets.

Source: OECD (2025[2]), Corporate Governance Factbook 2025, https://www.oecd.org/en/publications/serials/oecd-corporate-governance-factbook_88f0402f.html. OECD (2025[11]), Mapping Ukraine’s Financial Markets and Corporate Governance Framework for a Sustainable Recovery, https://www.oecd.org/content/dam/oecd/en/publications/reports/2025/01/mapping-ukraine-s-financial-markets-and-corporate-governance-framework-for-a-sustainable-recovery_ba6fc369/866c5c44-en.pdf.

The NSSMC has begun laying the groundwork to introduce growth-market listing segments on Ukrainian stock exchanges. New NSSMC Decision 879/2023 on the Conduct of Professional Activity on Organising Trading in Financial Instruments, which took effect in July 2025, establishes a procedure for stock exchanges to establish a special SME market, requiring at least 50% of issuers to be SMEs, along with specific transparency and disclosure requirements. Existing stock exchanges are exempted from these requirements for three years (NSSMC, 2023[22]).

Peer countries could serve as valuable models to inform future steps, especially for creating an enabling environment for SMEs and developing a growth market. The EU’s growth segment regulations may also inform steps to develop this market in Ukraine, particularly given the EU accession negotiations.

3.2.3. Revising NSSMC regulations for stock market functioning

Ukraine’s capital market could be further developed by revising NSSMC regulations and ensuring they are adopted by stock exchanges to encourage companies to list and trade in public equity markets.

NSSMC Decision 1688/2012 established rules for the organisation and operation of stock exchanges. This included mandatory provisions for listing shares in Ukraine, including for equity capital and net income. These included a capitalisation threshold of UAH million 300 (EUR million 6.2 as of end August 2025), a minimum 10% of free float shares, a composition of at least 150 shareholders, and three years of incorporation or existence (Table 3.5). Stock exchanges in Ukraine are required to incorporate NSSMC requirements into their rules and may also establish additional standards. Decision 1688/2012 was recently replaced by NSSMC Decision 879/2023 adopted in July 2025, but listing rules still largely mirror previous NSSMC requirements. While the new regulations repealed the requirements for previous existence and free-float shares, they replaced the equity and net income provisions with a higher capitalisation threshold of UAH 6 billion (EUR 125 million), 20 times higher than the previous one. Implementation might not be immediate, since stock exchanges can maintain previous listing rules until martial law is lifted.

IPO and SPO prospectus rules

Public offerings of shares (IPOs and SPOs) are typically based on a prospectus. Under the new powers conferred, the NSSMC can issue new regulations governing prospectus drafting and procedures, as well as for share offerings through other means.

The NSSMC could issue regulations governing the drafting and approval of prospectuses, clarify prospectus approval procedures, and ultimately provide a template for the market. As mentioned earlier, this should be aligned with initiatives on capital market integration, the creation of a new segment for growth companies, and recent EU regulatory changes.

Listing rules

According to stakeholders, Ukrainian regulations on stock exchange operations and listing rules are too demanding for the country’s market context. Because of limited financing opportunities and high regulatory costs, even large Ukrainian companies do not list domestically. In addition, neighbouring capital markets are deemed more flexible and convenient for Ukrainian companies.

Although the capitalisation threshold was recently revised as part of NSSMC regulatory changes to stock market operations, Ukraine could nonetheless reconsider the new threshold. Allowing stock exchanges greater flexibility to set rules on matters such as the timing of incorporation and shareholder composition could also be a positive step, particularly with a view to attracting foreign investment and developing a growth market for SMEs.

Peer countries vary in their capital market policies and listing rules, as well as in their adoption of EU Directive 2001/34/EC on the listing of securities and on information to be published in the prospectus (European Parliament, 2001[23]). The Warsaw Stock Exchange does not impose a minimum number of years a company must have been incorporated. However, it does require disclosure of the previous three years’ financial statements for listing on the main market. In contrast, several other countries' trading venues include similar but, overall, more permissive admission rules than those in place in Ukraine. For instance, the Bulgarian Stock Exchange does not require an extended incorporation period for most market segments, but it does require the disclosure of regulated information within a specified period. The Prague Stock Exchange requires lower capitalisation than in Ukraine, but a similar period of operation and a higher proportion of free-float shares. Croatia, the Czechia and Romania require lower capitalisation for their main markets than Ukraine’s PFTS exchange. The Zagreb Stock Exchange does not require an incorporation period, but an investor relations office is in place to support the official market listing. Otherwise, the Bratislava Stock Exchange requires a higher capitalisation and percentage of free float shares for admission to the main market than Ukraine (Table 3.5).

Table 3.5. Listing requirements in Ukraine and peer countries in 2025

Jurisdiction	Stock exchange	Market segment	Minimum market capitalisation	Incorporation or existence period	Free float shares
Bulgaria	Bulgarian Stock Exchange	Main market - standard equity segment	There is no minimum market capitalisation requirement. BGN 4 000 (over EUR 2000) monthly average turnover for the last 6 months and a monthly average of at least 5 equity transactions in the same period.	Disclosure of regulated information for the last 6 months	There is no minimum free float threshold requirement
Croatia	Zagreb Stock Exchange	Official market	EUR 1 million	-	25%, distributed between at least 30 shareholders
Czechia	Prague Stock Exchange (within PX Group)	Standard market	EUR 1 million	3 years of operations	25%
Poland	Warsaw Stock Exchange (within GPW Group)	Main market	EUR 15 million	3 years of financial statements or sufficient information to assess the company’s financial situation	Shareholders holding less than 5% of votes collectively owning at least 25% of shares, or at least 500 thousand shares valued at EUR 17 million.
Romania	Bucharest Stock Exchange	Main market	EUR 1 million	3 years of financial reporting	25%
Slovak Republic	Bratislava Stock Exchange	Main market	EUR 15 million	3 years of business activity	25% or the market value of the shares offered to the public is at least EUR 5 million
Ukraine	PFTS Stock Exchange	Main market	UAH 300 million (EUR 6.2 million)	3 years of existence	10% or UAH 75 million

Note: Listing requirements for similar markets, according to each stock venue’s listing rules and official websites’ information. Information for PFTS stock exchange based on listing rules in place as of September 2025. The UAH to EUR conversion is based on the NBU’s official exchange rate as of end August 2025. For further information, please visit Official hryvnia exchange rates: Official hrivnya exchange rates.

Source: The Bulgarian Stock Exchange (2024[24]), Rules and regulations, Part III Listing Rules https://download.bse-sofia.bg/BSE-Rules/BSE_Part_III_Listing_Rules_EN.pdf?1756142891648; (Zagreb Stock Exchange, 2024[25]); Zagreb Stock Exchange (2024[25]), Exchange Rules, unofficial consolidates text, https://zse.hr/UserDocsImages/docs/legal/rules/Exchange%20Rules%202024_consolidated.pdf?vel=814796, The Prague Stock Exchange (2024[26]), Exchange Rules Section IV, https://www.pse.cz/userfiles/related_documents/en/EN-VI-Conditions-for-the-Admission-of-Shares-to-Trading-on-the-Prime-Market-of-the-Exchange-01012025.pdf. The Warsaw Stock Exchange (2006[27]), Exchange Rules, https://www.gpw.pl/pub/GPW/files/PDF/regulacje/WSE_Rules_GPW_WATS.pdf. Bucharest Stock Exchange (2025[28]), Bucharest Stock Exchange Rulebook, main regulated market, https://www.bvb.ro/juridic/files/EN_%20Rulebook%20RMO%20_June%2030_2025_final.pdf. Bratislava Stock Exchange (n.d.[29]), Chapter IV, the rules for shares admission to the main listed market and parallel listed market of the stock exchange, https://www.bsse.sk/bcpb/wp-content/uploads/2022/12/Rules-for-Shares-Admission-to-Main-Listed-Market-and-Parallel-Listed-Market_from01022023.pdf. NSSMC (2012[30]), Decision 1688 on Approval of the Regulation on the Functioning of Stock Exchanges, https://zakon.rada.gov.ua/laws/show/z2082-12?find=1&text=prospectus#Text.

Peer countries can provide examples of good practices to inform further regulatory changes, including on how stock exchanges can implement existing rules. Poland follows a flexible approach to companies’ period of existence, requiring financial statements for the last three years or sufficient information to assess the company's financial situation and potential risks. Similarly, Croatia requires information on past and future activities. This aims to protect investors by providing them with sufficient information while allowing flexibility for new companies to be admitted to trade securities. The model used by the Zagreb and Bulgarian Stock Exchanges, which staggers the percentage of free float shares across several segments rather than setting a unique threshold as in Ukraine, could also serve as input for regulatory changes.

Capitalisation standards

As discussed above, imposing high capitalisation thresholds on companies that aim to list on the main capital market segments might exclude many Ukrainian businesses from accessing public markets.

Although arguments have been advanced that a higher threshold could contribute to greater market liquidity, in view of the failure to attract larger companies to the Ukraine market, allowing smaller cap companies to list would not necessarily diminish Ukraine’s market liquidity.

While the Czechia has the lowest company capitalisation threshold for its top tier (prime market), it has five times the market capitalisation and number of listed companies of Bulgaria, where capitalisation required is relatively high.

Most peer countries require lower company capitalisation for companies to be admitted on their stock exchanges than Ukraine does. Furthermore, some of them may transpose the new EU Listing Act 2024 and soon update their legal frameworks, potentially placing Ukraine in an even less competitive position (The European Parliament and the Council, 2024[31]; ESMA, 2024[32]).6

International co-operation and dual listing

Considering the crucial role international investors could play in the development of Ukraine’s capital market (as discussed in Chapter 2), international collaboration and dual listing could be other areas for improvement when implementing new NSSMC regulations for stock market operations. Partnerships with European and other international stock exchanges could be developed, as some peer countries have done. For example, Bulgaria recently launched the EuroBridge dual listing segment with the German Deutsche Börse in 2024, allowing for simultaneous trading in both regulated markets (The Bulgarian Stock Exchange, n.d.[33]). Another example is Poland’s GlobalConnect platform, which serves for the trading on the Warsaw Stock Exchange of global securities listed on foreign stock exchanges (Global Connect, GPW, n.d.[34]). International co-operation could also help improve corporate governance practices in Ukraine’s market by exposing Ukrainian firms to the standards of these countries.

Other areas of reform

To further improve its capital market and boost liquidity, Ukraine could also review specific regulations that stakeholders have identified as problematic. For instance, the fair price assessment in the squeeze-out scheme could be revised, since no market benchmark is available due to the lack of listed companies. This could be deterring investors from buying minor stakes in Ukrainian companies. Likewise, foreign securities transactions may be too complex to conduct due to prudential restrictions in place. This may excessively restrict investments from the banking sector in capital markets. Moreover, banking regulation might limit financial companies from adopting a one-tier board, an option granted to companies under the recent legal reforms.

Recommendation 1: Advance towards an integrated or well-coordinated capital market infrastructure with adequate related services for companies

Recommendation 2: Set up a growth equity market with a focus on SMEs.

Recommendation 3: Revise NSSMC regulations for stock market functioning, including updating listing requirements, along with increasing integration into global capital markets.

3.3. Enhancing the NSSMC’s institutional capacity and independence

The implementation of reforms to improve the NSSMC’s institutional capacity is widely regarded as urgent by stakeholders and international financial institutions. Implementation gaps are impacting the functioning of the new capital market regime in line with recent legal reforms. The NSSMC’s new supervision and enforcement procedures are not yet in place due to delays in implementing regulations envisaged by the legislation. No training programmes have yet been provided to equip NSSMC staff with the necessary skills and knowledge to fulfil their new responsibilities. Stakeholders noted that the Commission conducts limited consultations with market participants and has insufficient regulatory coordination with the National Bank of Ukraine (NBU).

Regarding the NSSMC’s independence, the IMF and the EU have both recommended further limiting political and external influence on its appointments and decision-making. A review of the appointment process for the NSSMC’s chair and commissioners needs to be completed as part of the IMF’s review (International Monetary Fund, 2025[9]). The EU has emphasised the need for further alignment with IOSCO Principles for the independent operation of the Commission, as well as regarding international co-operation and enforcement mechanisms (European Commission, 2024[10]).

To address gaps in the NSSMC’s reform implementation and independence, this section provides recommendations to:

• reinforce the NSSMC’s regulatory capacity to draft the secondary legislation it requires for supervisory and enforcement procedures

• further enhance the NSSMC’s independence by reforming its appointment processes for commissioners and governance and diversifying its funding sources when market conditions allow.

3.3.1. Reinforcing the NSSMC’s regulatory capacity

A well-resourced and effective regulator is a fundamental pillar for capital market development. Ukraine should ensure that the NSSMC is given, and exercises, all necessary powers to issue regulations and guidelines, and to carry out monitoring and enforcement activities.

As a top priority for implementing recent capital market reforms, Ukraine should prioritise the drafting of secondary legislation on the Commission’s key roles and procedures, such as the supervision of market participants and enforcement of the capital markets law and NSSMC regulations. Law 3585-IX empowers the NSSMC to develop and approve these regulations under the Ministry of Justice's supervision. Since private action via court procedures is not yet well-regarded by Ukrainian investors and stakeholders, the enforcement capacity and procedures of the NSSMC are even more critical to safeguard a well-functioning capital market.

The issuance of secondary legislation will allow the NSSMC to exercise its new responsibilities, including developing and monitoring corporate governance standards, increasing financial literacy, setting requirements for supervisory boards, undertaking law enforcement procedures, and sanctioning misbehaviour. In addition, official and publicly available regulations and enforcement procedures will improve shareholder confidence and attract investment. Transparency is also crucial to support the rule of law, as highlighted in the G20/OECD Principles of Corporate Governance (Principle I.B.). All peer countries’ stock exchanges have platforms with national and EU regulations publicly available for investors.

To achieve this, the NSSMC could reinforce its methodology department responsible for regulatory tasks by enhancing its technical capacity. Collaboration with national bodies that already possess recognised capacity and expertise, such as the National Bank of Ukraine, may produce positive results. Contributions from international bodies and peer countries' stock exchanges and capital market authorities, through experience-sharing, may facilitate communication and a timely market response.

However, challenges with NSSMC personnel, particularly in terms of numbers and skill sets required to implement legal reforms, have exacerbated regulatory challenges. Although legal reforms have strengthened the NSSMC’s operational capacity by improving funding and personnel conditions, restrictions by the Cabinet of Ministers of Ukraine have halted salary increases and prevented the recruitment of new officers. If possible, improving the staffing of the NSSMC’s methodology department could be prioritised by addressing the restrictions in the Budget Code. Even if employed only temporarily, additional, more qualified personnel could make a substantial difference in conducting market consultations, drafting necessary regulations, and ensuring smooth implementation. New personnel could also be hired or allocated from other agencies with regulatory expertise through intergovernmental collaboration.

Consulting with market participants during the drafting process may also help maintain an up-to-date view of market expectations of the NSSMC’s future performance, as recommended by the G20/OECD Principles of Corporate Governance (Principle I.B.) (OECD, 2023[3]). Together with financial literacy programmes (as discussed in Chapter 5), increased consultation could also improve regulation efficiency and market adaptation. Peer countries could provide good practices with regard to financial literacy. The Romanian Institute of Financial Studies (IFS) provides training, certifications, and professional evaluation on non-banking financial matters (Institute of Financial Studies, n.d.[35]). Likewise, the Polish Financial Supervision Authority (UKNF) undertakes a variety of educational initiatives, such as public campaigns and e-learning platforms (OECD, 2022[36]).

3.3.2. Further enhancing NSSMC independence and governance

An independent and well-governed capital market authority is also crucial to well-functioning capital markets, protecting investors' rights, and long-term economic development, as noted in the G20/OECD Principles (Principle I.E.). In line with recommendations from international organisations, Ukraine should strengthen the NSSMC’s capacity by enhancing its independence and governance. Improving its independence would strengthen investor confidence and safeguard its decision-making and operations from undue political interference.

Nominations and appointments

The mechanism to compose the new body in charge of appointing NSSMC commissioners could be revised to ensure greater independence. Progress was made with Law 3585-IX by establishing a nomination committee that undertakes a competitive screening and appointment process. The nomination committee is composed of at least five persons nominated by the President of Ukraine and candidates selected are appointed by presidential decree. Even if the President were still to make the final appointment decision on NSSMC commissioners, like in many jurisdictions, a nomination committee that is itself composed of independent members could enhance the independence of the process. The current composition of nomination committees of SOEs and the National Agency on Corruption Prevention (NACP) in Ukraine can serve as good examples.7

Changes to the appointment process may require complementing recent legal amendments to the State Regulation of Capital Markets and Organised Commodity Markets. They could include establishing profile conditions that reinforce commissioners’ independence at the time of their appointment and while in office.

Although the appointment process for commissioners varies among peer countries, most require participation from different bodies in the decision-making process. Like Ukraine, the Czechia, relies solely on presidential authority, while Bulgaria, Croatia, Romania, and, to some extent, the Slovak Republic require parliamentary approval for the appointment of commissioners. Although Poland does not require parliamentary approval, several government bodies participate in the appointment process (Table 3.6).

Table 3.6. Capital market authority’s governance in Ukraine and peer countries

Jurisdiction	Term of members (in years)	Re-appointment	Nomination or appointment by:	Approval by legislative body	Funding source	Governing body/head
Bulgaria	6	Allowed	Members of Parliament nominate the Chair of FSC, who the National Assembly then elects. The National Assembly elects the other members of the FSC Board on nomination by the Chair.	Required
					Public & Self1	FSC Board
Croatia	6	Allowed	Croatian Government	Croatian Parliament	Self	The Board
Czechia	6	Only once	President	Not required	Public	Bank Board
Poland	5 (Chair only)	Allowed	Prime Minister (Chair and Vice-Chairs) and other respective institutions	Not required	Self	Commission
Romania	5	Allowed	Parliament	Required	Self	Board
Slovak Republic	6	Allowed	Nominated by the Government, appointed by the President	Required for the governor and deputy governors	Self	Bank Board
Ukraine	6	Only once	President	Not required	Public & Self	Commission (NSSMC)

Note: In Ukraine, the national budget funding is used to finance the salaries of NSSMC staff only and not for NSSMC operations such as supervision and enforcement procedures.

Source: OECD (2025[2]), OECD Corporate Governance Factbook 2025, https://www.oecd.org/en/publications/serials/oecd-corporate-governance-factbook_88f0402f.html. The Verkhovna Rada of Ukraine (2024[4]), Law 3585-IX, https://zakon.rada.gov.ua/laws/show/3585-20#Text.

Funding arrangements

As outlined in Principle I.E of the G20/OECD Principles of Corporate Governance, the source of funding of the capital market authority can influence its independence. While more than three-quarters of the jurisdictions’ capital market authorities covered by the OECD Corporate Governance Factbook have a self-financing model, nearly one-fifth collect contributions from both the government and self-generated revenues (OECD, 2025[2]). Similarly, most peer countries rely solely on self-funding, by collecting fees from supervised market participants and imposing fines for regulation violations. Bulgaria uses a mixed financing model and the Czechia’s capital market authority is funded entirely by the government (Table 3.6).

The NSSMC could diversify its funding sources, which would improve its capacity to respond to unexpected challenges, while enhancing its resilience. It would also give it more leverage to decide on its priorities and allocate resources accordingly, including personnel and salaries. This will help attract and retain the professional expertise and skills the Commission needs, especially to implement ongoing capital market framework reforms.

Although relying on market participant fees would give the Commission more financial independence, it should however be noted that in the current wartime context and given the low level of development of the equity market, these fees would not be expected to be a significant source of income until market conditions improve.

While moving towards a self-sufficient revenue model could enhance the Commission’s independence and operational capacity, the delayed implementation of supervision and enforcement procedures has left the NSSMC dependent on government funding. To develop and expand the NSSMC’s self-funding capacity, Ukraine may need to expedite the implementation of capital market procedures, as mentioned earlier. The collection of fees would also depend on improvements in overall market conditions, which would attract more companies and market participants. A good example in Ukraine could be an independent body like the NBU, which is fully self-funded.

Given the obstacles in implementing a self-funding system and the ongoing wartime context, temporarily maintaining public funding for the NSSMC is recommended. Additionally, a greater proportion of public funding could be reallocated to improve supervision and upgrade collection fee systems. This may require addressing restrictions in the Budget Code to allow for the allocation of fees collected by the NSSMC to fund capital market procedures, as currently government financing only funds staff and institutional operations. Updating the formula for regulation fees, which dates back to 2017, could also be beneficial.

Other governance arrangements

Independence is also fundamental to the capital market authority’s sound governance (Principle I.E. of the G20/OECD Principles of Corporate Governance). Countries generally address this issue by creating a formal governing body, typically a council, board, or commission, which is the case for the NSSMC (OECD, 2023[3]). The 2024 reforms on the capital market legal framework strengthened the NSSMC’s governance, aligning it more closely with some jurisdictions surveyed by the OECD Corporate Governance Factbook. Eleven jurisdictions have the same number of governing body members as Ukraine, while another eight have between five and seven members. NSSMC commissioners’ six-year fixed-term tenure is similar to what peer countries have established for their capital market authority (Table 3.6). Additionally, clear and limited grounds for the dismissal of commissioners are now specified by law, protecting their independence while they exercise their functions.

Ukraine could further enhance the NSSMC’s independence by staggering the appointment of commissioners, thereby shielding the process from political interference linked to the electoral cycle. To address the inadequate coordination between the NSSMC and the NBU highlighted by some stakeholders, Ukraine could consider including some form of NBU representation on the Commission’s board, which could also help to improve its governance. Some peer countries follow this policy, including Poland and the Czechia. Alternatively, Ukraine could strengthen the role of the Financial Stability Council in coordinating policy and regulations between the NSSMC and the NBU.

Recommendation 4: Reinforce the NSSMC’s regulatory capacity to draft secondary legislation required for supervision and enforcement procedures.

Recommendation 5: Enhance the NSSMC’s independence by reforming its appointment processes for commissioners and governance, along with diversifying its funding sources when market conditions allow.

3.4. Improving the implementation and monitoring of corporate governance standards

The NSSMC's new regulatory powers granted by Law 3585-IX include providing methodological support for the implementation of international standards of corporate governance and national corporate governance legislation. The Commission has also been empowered to develop and approve the corporate governance code, as well as set corporate governance rules for market participants, except for non-listed banks under the NBU’s supervision. Additionally, the NSSMC was tasked with reporting to parliament annually on the corporate governance of joint stock companies in Ukraine. An advisory expert council within the NSSMC must inform and help the Commission on corporate governance issues.

The NSSMC has also made progress by implementing a reporting regime that companies have to comply with since September 2025. Financial and non-financial disclosure reporting were set out in NSSMC Decision 608/2023, and corporate governance reporting was recently detailed by NSSMC Resolution 28/21/2209/K01, issued in May 2025. This follows the European Commission’s Recommendation 2014/208/EU on the quality of corporate governance reporting.

However, Ukraine has not yet established a national monitoring system for companies’ disclosure on compliance with a specific code or set of corporate governance standards applicable to all listed companies. Stakeholders noted that this has been a longstanding concern in Ukraine. They also noted that the 2020 Ukrainian Corporate Governance Code was a positive step in encouraging best practices. However, assessing companies' adherence to the Code’s recommendations is difficult as there is no monitoring system.

To encourage better implementation and monitoring of corporate governance standards, this section provides recommendations on:

• applying a national corporate governance code to all listed companies and clarifying the scope of its application and related disclosure

• setting up a monitoring system for corporate governance standards, including a national report on governance practices.

3.4.1. Enhancing implementation of corporate governance standards

To establish a corporate governance framework, jurisdictions typically implement a combination of mandatory legal and regulatory provisions, along with non-mandatory recommendations. Most jurisdictions (80%) analysed in the OECD Corporate Governance Factbook have established a corporate governance code on a comply or explain basis, as Ukraine did in 2020. However, the Ukrainian Code was introduced relatively late compared to most peer countries, which developed their codes in the early 2000s, with Croatia doing so last, in 2011 (Table 3.7). The short period for implementation and market adaptation to the Code has been further disrupted by the war and the imposition of martial law.

Table 3.7. Corporate governance codes in Ukraine and peer countries

Jurisdiction	Custodians		First code	Updates
(Public/private/stock exchange/mixed initiative)		No.	Latest
Bulgaria	The National Corporate Governance Committee	Private	2007	4	20241
Croatia	Croatian Financial Services Supervisory Agency (Hanfa)	Public	2011	1	2024
	Zagreb Stock Exchange (ZSE)	Private
Czechia	Czech Institute of Directors	Private	2001	2	2018
Poland	Warsaw Stock Exchange (GPW)	Exchange	2002	-	2021
Romania	The Bucharest Stock Exchange (BVB)	Exchange	2001	35	2024
Slovak Republic	Slovak Association of Corporate Governance	Mixed	2002	2	2016
Ukraine	NSSMC	Public	2020	2	2021

Note: 2021 update to the Code in Ukraine, by adoption of Annex on Corporate Governance and Sustainable Development (ESG) to the Corporate Governance Code.

Source: OECD (2025[2]), Corporate Governance Factbook 2025, https://www.oecd.org/en/publications/serials/oecd-corporate-governance-factbook_88f0402f.html. The Verkhovna Rada of Ukraine (2024[4]), Law 3585-IX, https://zakon.rada.gov.ua/laws/show/3585-20#Text. NSSMC (2025[6]), Resolution 28/21/2209/K01, https://www.nssmc.gov.ua/en/document/?id=47973623&fbclid=IwY2xjawKmaPxleHRuA2FlbQIxMABicmlkETFvWFdGaWticnpDNzFUaXlSAR7jk2DEXD0WIP_XN6mEh99LoAGTMacDhB7Nlvb3EQtR06M61IIgiLgeI5RPKA_aem_9qIMJkwGKTyiaHyfos99tQ.

Ukraine should enhance the implementation of corporate governance standards as a priority, with peer countries providing good practices it could follow. Changes could include establishing the 2020 Corporate Governance Code as the main instrument and using it to establish benchmarks for companies. Although the Code is well-regarded by stakeholders, revisions could improve it by reflecting legal and regulatory amendments enacted in recent years. Reforms may also include clarifying the Code's scope and the responsible body that would serve as the custodian.

Peers such as Bulgaria, Croatia, Romania and the Slovak Republic require companies to implement a specific national corporate governance code and have set a clear custodian body. In Poland, the adoption of the code is voluntary, but the stock exchange monitors compliance for companies listed in the GPW Main Market (Table 3.8). Likewise, over 90% of jurisdictions covered by the OECD Corporate Governance Factbook require companies, by law, regulation, or listing rules, to implement a specific code. For companies listing on the new growth market (e.g. SMEs), disclosure could be made voluntary, at least as a transitional measure.

Table 3.8. Implementation of corporate governance codes in Ukraine and peer countries

Jurisdiction	Key national corporate governance codes and principles	Implementation mechanism
		Basis for framework	Disclosure in annual company report	Surveillance
Bulgaria	National Code for Corporate Governance	Law or regulation	Required	The National Corporate Governance Committee
Croatia	Corporate Governance Code	Law or regulation	Required	Securities regulator
Czechia	Czech Corporate Governance Code	Voluntary	Required	-
Poland	Code of Best Practice of GPW Listed Companies	Voluntary	Required	Stock exchange
Romania	BVB Code of Corporate Governance	Law or regulation	Required	Stock exchange
Slovak Republic	Corporate Governance Code for the Slovak Republic	Law or regulation, Listing rule	Required	Stock exchange, Private institution (Slovak Corporate Governance Association)
Ukraine	No code has been established as a national standard	Regulation - Resolution 28/21/2209/K01	Requires disclosure on a code or corporate governance standards	None for a national corporate governance code or an established set of standards

Source: OECD (2025[2]), Corporate Governance Factbook 2025, https://www.oecd.org/en/publications/oecd-corporate-governance-factbook-2025_f4f43735-en.html; The Verkhovna Rada of Ukraine (2024[4]), Law 3585-IX On Amendments to the Law ... | dated 22.02.2024 No. 3585-IX; NSSMC (2025[6]), Resolution 28/21/2209/K01 https://www.nssmc.gov.ua/en/document/?id=47973623.

Croatia’s experience can serve as a recent example of a staggered implementation process. The country adopted new capital market legislation in 2008 to align with EU standards, similar to the process underway in Ukraine. Subsequently, the Croatian Corporate Governance Code was established in 2010 for all companies. In 2021, Croatia initiated national-level reporting on companies' performance based on publicly available information, including statistics on corporate governance issues such as board structure, directors' remuneration, and the management of related party transactions. To enhance the quality of national publication and boards' reporting, the Croatian capital market authority (HANFA) was tasked with collecting information from companies on corporate governance compliance in 2013. To facilitate investor understanding of companies' performance, HANFA began collecting company reports in 2019 to provide an overall assessment. Croatia’s Corporate Governance Code was updated in 2025 in line with the revised G20/OECD Principles of Corporate Governance, as part of Croatia’s accession process to OECD.

Since the NSSMC’s Resolution on corporate governance reporting did not specify which code companies should apply and report on, companies can adopt their own code, determining the scope and content of corporate governance disclosure. Companies have ample flexibility to report on their corporate governance rules and practices, subject to general quality criteria, such as ensuring that the information released is clear, accurate, and comprehensive for shareholders and stakeholders. Consequently, corporate governance reporting may vary substantially across companies. This approach is not consistent with the one adopted by most jurisdictions analysed in the OECD Corporate Governance Factbook and may hamper the adoption by boards of good practices essential to effective corporate governance.

Across jurisdictions, oversight of corporate governance standards is allocated to various private or public bodies, including stock exchanges, associations, and capital market authorities. Peer countries also employ different approaches regarding their supervisory bodies for the national corporate governance codes (Table 3.8). in Ukraine, the NSSMC supervises companies’ compliance with corporate governance standards, which seems the best option at the moment. Stock exchanges may not be a suitable option, as few companies are listed and the stock market needs reforming. Associations could collaborate with the NSSMC, but wartime conditions would make it difficult for private organisations to set up and manage the whole system from scratch.

Powers granted to the NSSMC by Law 3585 did not explicitly include monitoring and oversight of corporate governance standards. Still, the Commission could implement measures for their adoption and implementation. If the reforms enacted do not permit the NSSMC to adequately supervise corporate governance standards, new legislation clarifying its role might be necessary.

3.4.2. Setting up a monitoring system for corporate governance standards

In addition to improving implementation of corporate governance standards, Ukraine would benefit from producing a national report on companies’ adherence to the Code, which would support monitoring and help inform market participants. Although shareholders in Ukraine can monitor companies’ disclosure and receive qualitative explanations on deviations from corporate governance standards, there is no national monitoring system for listed companies. Gaps in the implementation of corporate governance standards, as mentioned earlier, make overall market oversight more challenging. Among peer countries, Bulgaria, Croatia, Poland and Romania publish annual reports on companies’ compliance with their codes (Table 3.9) and over three-quarters of jurisdictions covered by the OECD Corporate Governance Factbook do so as good practice (Principle IV.A.9 of the G20/OECD Principles of Corporate Governance).

Table 3.9. Corporate governance national publication in Ukraine and peer countries

Jurisdiction	Publication		Key contents
	Frequency (years)	Latest
			Coverage of the listed companies	Coverage of the provisions of codes
Bulgaria	1	2022	Full	Full
Croatia	1	2024	Full	Full
Czechia	-	-	-	-
Poland	1	2024	Full	Full
Romania	1	2024	Full	Full8
Slovak Republic			Partial	Partial
Ukraine	-	-	-	-

Source: OECD (2025[2]), Corporate Governance Factbook 2025, https://www.oecd.org/en/publications/serials/oecd-corporate-governance-factbook_88f0402f.html. The Verkhovna Rada of Ukraine (2024[4]), Law 3585-IX, https://zakon.rada.gov.ua/laws/show/3585-20#Text. NSSMC (2025[6]), Resolution 28/21/2209/K01, https://www.nssmc.gov.ua/en/document/?id=47973623&fbclid=IwY2xjawKmaPxleHRuA2FlbQIxMABicmlkETFvWFdGaWticnpDNzFUaXlSAR7jk2DEXD0WIP_XN6mEh99LoAGTMacDhB7Nlvb3EQtR06M61IIgiLgeI5RPKA_aem_9qIMJkwGKTyiaHyfos99tQ.

To develop a corporate governance monitoring framework, NSSMC regulations may need to be complemented by establishing that companies’ reporting will serve as input for a national publication to be released at regular intervals. The NSSMC could build on its existing obligation to inform the parliament on the country’s corporate governance situation regarding joint stock companies. In any case, the national report should show practical and easy-to-understand information for market participants.

Ukraine may also need to amend the NSSMC regulation on corporate governance reporting by repealing companies' authority to determine the scope and content of their corporate governance report. While companies should have flexibility in implementing the Code on a comply or explain basis, the NSSMC should determine the scope of reporting. This is the case in all peer countries except the Czechia (Table 3.9). If a growth market is developed, greater flexibility for companies listed on it could be beneficial.

Furthermore, a national publication could help expand adherence to best practices and address educational gaps in the Ukrainian market. For example, as highlighted by stakeholders, ex-ante controls for related party transactions in companies’ internal control systems need to be expanded across the market. There may also be a need to improve directors’ understanding of the new supervisory functions of boards. Likewise, controlling shareholders may require a better understanding of the one-tier board structure alternative to address their concern about losing control.

Stock market regulations should also support effective corporate governance, as recommended by Principle I.D. of the G20/OECD Principles of Corporate Governance. For instance, Ukraine’s PFTS listing rules require applicants to report their corporate governance frameworks and recommend adherence to corporate governance principles when preparing their financial statements. However, there is no requirement to report compliance with a specific code or set of corporate governance standards. Stock exchanges could also consider establishing a national monitoring and reporting system for the corporate governance of listed companies, in line with the previously suggested reforms for the NSSMC and stock market regulations.

Bearing in mind security conditions, Ukraine could also review the remaining martial law exceptions on company obligations and NSSMC supervision procedures to normalise capital market conditions gradually. In some industries, such as banking and insurance, large companies have continued to disclose information voluntarily since 2022, with the aim of keeping foreign shareholders informed. The NSSMC has also recently lifted some exceptions, such as those related to disclosure for public interest companies. Stakeholders have noted that martial law has delayed the implementation of the new capital market regime and weakened the Commission’s supervisory role. To further enhance the implementation and monitoring of corporate governance standards, the NSSMC could revisit martial law exceptions that hinder monitoring efforts. Consulting with market participants will help identify situations where companies have adapted and developed adequate mechanisms and where exceptions are no longer needed.

Recommendation 6: Enhance implementation of corporate governance standards by applying a national corporate governance code to all listed companies and clarifying the scope of its application and related disclosure.

Recommendation 7: Establish a monitoring system for companies’ compliance with a corporate governance code or standards, including a national report on corporate practices.

References

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Notes

← 1.  Moreover, draft legislation on company law, including shareholders' rights and gender gap, was introduced for parliamentary discussion in late 2025, aiming for further alignment with EU frameworks.

← 2.  Policymakers can find helpful guidance in the OECD Methodology for Assessing the Implementation of the G20/OECD Principles of Corporate Governance (OECD, 2017[37]). Examples of how the principles can provide supportive guidance include:

• Developing a well-functioning capital market with an integrated or well-coordinated capital market infrastructure and adequate stock market services may make it easier for companies to access finance (Principles I.A. and I.D.).

• Setting up a strong, transparent, and independent capital market authority could better tackle market participants’ misbehaviour and investor distrust (Principle I.B).

• Working on a well-staffed NSSMC that effectively supervises market participants and resolves disputes can contribute to the effective implementation of corporate governance rules (Principle I.E.).

• Improving monitoring of the corporate governance framework, including reporting on companies’ compliance with corporate governance standards or a Code, could better inform investors and reduce market opacity (Principle IV.A.9).

← 3.  This report draws in particular on experiences from Bulgaria, Croatia, Czechia, Poland, Romania and the Slovak Republic.

← 4.  Directors, company officers, investors, experts, government officials, international organisations, professional associations, representatives from investment companies, asset managers, insurance corporations, banks, and the NSSMC were interviewed remotely.

← 5.  The Ukrainian Supreme Court upheld an NSSMC resolution terminating UX’s license.

← 6.  The EU Legislation amended several capital market regulations, such as the Prospectus Regulation, the Market Abuse Regulation, and the Markets in Financial Instruments Regulation.

← 7.  The composition of the SOEs Nomination Committee includes senior officials from the Ministry of Economy, the Ministry of Finance, a Deputy State Secretary, the relevant ownership entity, and independent experts, such as representatives from the EBRD, EU, World Bank Group, and Business Ombudsmen. The nomination commission for the NACP head consists of three persons appointed by the Cabinet of Ministers of Ukraine, three persons appointed by the Cabinet of Ministers of Ukraine based on proposals from donors who have provided international technical assistance to Ukraine in preventing and combating corruption during the two years before the expiration or early termination of the Chairman's term.