This editorial draws on insights from governance experts, including Olena Malynska, WOBua Co-founder, Supervisory and Advisory Boards, and Svitlana Panaiotidi, WoBua Member, Chairwoman of the SB Charity Foundation “Lawyer’s move”, Co-Founder at Zviropolis Veterinary Clinics.

War has a way of revealing truths that peacetime allows us to ignore. Over the past months, Ukraine’s corporate governance architecture has been forced into its most unforgiving test: one where every procedural gap becomes a vulnerability, every unclear line of authority becomes a point of tension, and every opaque decision becomes a potential crisis.

Strategic SOEs are no longer navigating pressure. They are navigating exposure.

The recent Energoatom scandal has delivered a painful but crystal-clear lesson: in a full-scale war, the greatest existential threat to a strategic state-owned enterprise is not a lengthy strategic debate in a supervisory board room - it is opaque, untransparent decision-making.

In peacetime, independent supervisory boards rightly spend approximately 70% of their time on long-term strategy and only 30% on compliance and risk control. In wartime, this ratio must be reversed. For Energoatom, Ukrenergo, Naftogaz and every other critical SOE, the new sacred priority has to be transparent, bullet-proof audit trails and zero tolerance for non-transparent procedures. Strategy must be simplified and delegated to professional executive management.

We also have to confront an uncomfortable truth: during full-scale war, it is neither possible nor desirable for state-owned companies to be fully insulated from their shareholder - the Ukrainian state. Pretending otherwise, or maintaining the fiction of complete independence through passive or disengaged supervisory boards, only exposes the reform to attacks and discredit.

For years, Ukraine over-idealised corporate governance, presenting it as a universal remedy for corruption, inefficiency and political interference. But governance is not a magic pill; it is an instrument. It cannot replace political will, strong institutions or wartime stewardship that is swift, accountable and transparent.

If the reform is to survive, supervisory boards must urgently refocus. Their main task today is not the comfortable “helicopter view” of strategy but relentless oversight of transparency, compliance and audit processes. Only this shift deprives reform opponents of their strongest arguments.

One of the deeper vulnerabilities exposed in recent months is the distance - sometimes literal, sometimes conceptual - between supervisory boards and the realities of wartime operations. For too long, there was “an overly strong focus on foreign independent supervisory board members who were far removed from being in the trenches.”

This is not an argument against international expertise; it is an argument for legitimacy and balance. “We absolutely need to have at least one independent Ukrainian member on the board. Otherwise, the reform remains vulnerable to the populist attack of ‘what, are our own people worse than foreigners?’”

But composition is only part of the issue. Physical presence matters. Supervisory boards should spend at least half of their meeting time in Ukraine - seeing operations firsthand, understanding constraints, and engaging directly with the government or, when necessary, parliament. “True independence in wartime cannot mean comfortable remoteness; it must mean informed, involved, and accountable presence.”

This expectation is not only internal. Many strategic SOEs are now financed through international partners. These partners have a legitimate interest in understanding how their funds are used - and that interest requires independent boards that are not simply nominal but fully engaged.

Finally, the system cannot mature without genuine dialogue. Not formalistic exchanges that satisfy the process, but “genuine, substantive dialogue between all stakeholders - one that delivers value and fosters mutual growth rather than merely existing on paper.”

A second structural lesson becomes clear when examining why governance failures persist even within advanced frameworks: the effectiveness of an SOE in wartime depends on a precise and functioning distribution of authority, especially between the Supervisory Board and the CEO.

Modern governance frameworks grant Supervisory Boards responsibility for CEO appointments, evaluations, KPIs and - when required - dismissal. When these powers exist only on paper, oversight becomes nominal. Legacy practices, political pressure and procedural ambiguity often limit boards’ ability to exercise their core functions. The new corporate governance law provides a strong blueprint aligned with international standards, yet several implementation mechanisms - especially those related to CEO accountability - remain incomplete. Governance that appears sound on paper may not function in practice. Partial implementation, in wartime, is enough to compromise an entire enterprise.

Equally essential is the shareholder’s role. “No Supervisory Board can fulfil its mandate if the state does not engage consistently, communicate expectations, and make timely decisions.” Irregular or politically driven involvement leads to stalled CEO appointments, delayed evaluations and suspended strategies - vulnerabilities Ukraine cannot afford.

For SOEs to remain resilient under the pressure of war, two conditions must function simultaneously:

• an empowered Supervisory Board with fully operational CEO-related authority, and
• a shareholder that exercises structured, transparent, and timely oversight.

Without both, governance reform risks becoming exactly what its critics claim: a well-written document rather than a system capable of protecting the state’s strategic assets.

War compresses time. It accelerates consequences. It eliminates the shadows in which weak institutions can hide. What remains visible is the quality of oversight, the courage to take responsibility and the willingness to act when the system hesitates.

Good governance, in such moments, becomes less about documents and more about the people who embody its principles. The next stage of reform will depend on who steps into that responsibility - and whether the country is ready to widen that circle.

Only then will Ukraine’s corporate governance shift from a defended ideal to a lived practice capable of withstanding the hardest conditions war can impose.