Announcement of competitive selection for the position of an independent member of the Supervisory Board of the Private Joint Stock Company "National Power Company "UKRENERGO" (NPC "UKRENERGO")

Company name: PRIVATE JOINT STOCK COMPANY "NATIONAL POWER COMPANY "UKRENERGO" (NPC "UKRENERGO")

In accordance with the Procedure for the competitive selection of candidates for the position of an independent member of the supervisory board of a state unitary enterprise and their appointment, as well as the competitive selection of candidates for the position of an independent member of the supervisory board of a business entity, in the authorized capital of which more than 50 percent of the shares (stakes) belong to the state, proposed by the subject of management of state-owned objects before election to the position of independent members of the supervisory board,  approved by the Resolution of the Cabinet of Ministers of Ukraine No. 142 of March 10, 2017, Resolution of the Cabinet of Ministers of Ukraine No. 777 of September 3, 2008 "On the Competitive Selection of Heads of Business Entities of the Public Sector of the Economy", Order of the Cabinet of Ministers of Ukraine No. 1021-p of November 10, 2023 "On the announcement of the competitive selection of candidates for the position of an independent member of the Supervisory Board of the Private Joint Stock Company "National Power Company "UKRENERGO",  the competitive selection of one independent member of the Supervisory Board of NPC UKRENERGO is announced.

Address of NPC UKRENERGO: Ukraine, Kyiv.

The number of independent members of the Supervisory Board who will be selected on a competitive basis is 1 (one) person.

About the company: NPC UKRENERGO is a private joint-stock company with 100% shares owned by the state, which belongs to the sphere of management of the Ministry of Energy of Ukraine. NPC Ukrenergo is an independent certified transmission system operator following the Resolution of the National Energy and Utilities Regulatory Commission dated 17.12.2021 No. 2586 "On the Final Decision on Certification of the Transmission System Operator" and provides services for the transmission of electricity and dispatch (operational and technological) control, maintenance of the transmission system, sufficient transmission capacity and reliability of the transmission system, operational security of the IPS of Ukraine, as well as performing the functions of the administrator of commercial metering and administrator of settlements in the electricity market of Ukraine.

NPC UKRENERGO is built on a regional principle and includes four territorial network maintenance departments: Northern, Southern, Eastern, and Western. It also contains 15 Regional Network Service Centers (RCMs). Six regional dispatch centers perform dispatch control functions in NPC UKRENERGO. In addition, NPC UKRENERGO has a separate specialized subdivision called "Construction and Repair."

The company's staff consists of almost 8 thousand employees, which maintains unique high-tech equipment of 103 substations of 220-750 kV and more than 19 thousand people. km of main and interstate power lines annually transmit hundreds of billions of kilowatt-hours of electricity from generation to distribution networks.

The annual investment budget reaches up to UAH 4 billion, which NPC Ukrenergo invests in new substations and power lines and reconstructs existing ones to improve the efficiency and reliability of the power transmission network, ensure the issuance of additional capacities of nuclear power plants, the possibility of integrating RES into the energy system of Ukraine and ensure the technical compliance of the network with the standards and requirements of ENTSO-E.

NPC Ukrenergo actively cooperates with international financial institutions, attracting loans from the World Bank, the European Bank for Reconstruction and Development, the European Investment Bank, and the German KfW group to implement the most large-scale and resource-intensive projects.

Ukraine's power systems are fully synchronized with the ENTSO-E power grid of continental Europe.

Ukrenergo is an observer member of the European Energy Association ENTSO-E, an ISO-certified transmission system operator of Ukraine with the functions of operational and technological management of the United Energy System of Ukraine (IPS), the transmission of electricity through main power grids from generation to distribution networks. On December 14, 2023, NPC UKRENERGO received full membership in the European Network of Transmission System Operators (ENTSO-E). From January 1, 2024, NPC Ukrenergo of the Ukrainian energy system became the 40th full member of the association.

NPC Ukrenergo's membership in ENTSO-E opens a new stage of cooperation between Ukrainian and European power system operators as equal participants in the European energy space. The critical goal of NPC UKRENERGO remains the full integration of Ukraine's unified energy system and electricity market into the European energy space, particularly the expansion of export-import operations between Ukraine and the EU, the unification of energy markets, etc.

More information on the activities of NPC UKRENERGO: https://ua.energy/

Principles of Formation of the Supervisory Board of NPC UKRENERGO

The Supervisory Board of NPC UKRENERGO is formed by electing an independent member based on competitive selection, as required by law, taking into account the profile of its activities and strategy. The quantitative composition of the Supervisory Board is seven members, four of whom must meet the independence criteria and requirements established by law. Currently, NPC Ukrenergo is organizing the search for a candidate for one position as an independent Supervisory Board member.

The composition of the Supervisory Board is formed in compliance with the principles of transparency, objectivity, honesty, publicity of the results of the formation, independence, diversity of competence, and sets of professional skills of the members of the Supervisory Board.

Transparency means forming a supervisory board based on the results of a competitive selection for independent members and appointing state representatives following the requirements established by law.

Objectivity means a qualitative characteristic of the decision-making procedure for forming the supervisory board, which, if necessary, allows persons not involved in forming the supervisory board to check the mechanism and method for making the relevant decision.

Publicity of the results of the formation means the publication of the results of the formation of the supervisory board within the time, within the limits, and in the manner provided for by law.

Independence provides for the election of independent members to the Supervisory Board who do not hold elected positions, are not officials of state authorities and/or local self-government bodies, and are free from any material interests or relations with NPC UKRENERGO and its management, which may jeopardize the adoption of an objective decision.

Diversity means that each member of the Supervisory Board has work experience, competencies in areas, and professional skills that are significantly different from those of other members of the Supervisory Board. This generally provides the most diverse set of experience, areas of competence, and professional skills for the entire composition of the Supervisory Board.

When forming the composition of the Supervisory Board, any form of discrimination is prohibited following the law, including on the grounds of age, sex, physical fitness, nationality, ethnic origin, or citizenship.

Expected functions of the members of the Supervisory Board of NPC UKRENERGO:

The Supervisory Board may form permanent and temporary committees. As part of the Supervisory Board, such standing committees as the Audit Committee and the Committee on Appointments and Remuneration of Officials must be formed. Each member of the Supervisory Board will perform the following functions:

 Development and control of strategy implementation

• Advising on developing and approving NPC Ukrenergo's strategies based on evidence-based analysis; supervising the business transformation process to establish a competitive electricity market; and approving vital organizational changes.
• Monitoring the implementation of the strategy of NPC UKRENERGO, which is achieved, among other things, by approving a short-term action plan and functional strategy and agreeing on the priorities proposed by the Management Board of NPC UKRENERGO.
• Implementation of risk management policies and procedures.
• Approval of the draft strategy annual financial plan of NPC UKRENERGO" and its approval (after the entry into force of the Law of Ukraine "On Amendments to Certain Legislative Acts of Ukraine on Improving Corporate Governance, financial, investment and Strategic Plans for 2025 are approved by supervisory boards, by clause 7 of the Final Provisions of Law 3587-IX) and the report on its implementation, as well as decisions related to the economic activities of NPC UKRENERGO";
• Supervision of significant capital expenditures and acquisition and disposal of property by the 10-year network development plan approved by the regulator and tariffs adapted for this.
• Determination of performance indicators for the Management Board of NPC UKRENERGO, regular monitoring of the achievement of goals to implement the strategy, and timely taking of the necessary measures.

 Corporate Governance

• Ensuring public trust and transparency of NPC UKRENERGO's management.
• Implementation of the world's best corporate governance standards for NPC Ukrenergo on corporate governance for state-owned enterprises.
• Ensuring compliance of the corporate governance system with the best national and international standards of corporate governance, quality monitoring, regular assessment of its impact on NPC UKRENERGO's performance, and implementing changes in corporate governance practices (transformation of the existing corporate governance system).
• Ensuring proper interaction and balance of interests between NPC UKRENERGO and the shareholder (state) represented by the management entity and key stakeholders.

 Control over the activities of the company's management:

• Ensuring the search and hiring of senior management (members of the Management Board) of NPC UKRENERGO aimed and able to implement the strategy of NPC UKRENERGO, effectively manage the business, ensure the achievement of approved goals, and implement the necessary organizational changes.
• Regular evaluation of the effectiveness of the Management Board, and, if necessary, rotation or dismissal of members of the Management Board; formation of a talent pool for critical positions in the NPC UKRENERGO.
• Deciding on the management board's compensation level, applying a scheme of incentives and annual payments based on the performance assessment results and achievement of personal yearly goals and NPC UKRENERGO goals.
• Assistance in ensuring the NPC UKRENERGO's financial stability in crisis conditions by the Management Board of NPC UKRENERGO.
• Ensuring the work of the management bodies of NPC UKRENERGO regarding public trust, transparency, and non-discriminatory access to the electricity infrastructure following the regulatory framework of Ukraine and the EU.

Coordination of interests:

• To ensure that the actions and motivation of the Management Board of NPC UKRENERGO members comply with the best corporate governance practices and the interests of the state and the people of Ukraine.
• Implementing the best standards of ethics and preventing potential conflicts of interest among management, members of the Management Board, and Supervisory Board, including misuse of corporate assets, abuse in transactions with related parties, etc.
• Ensuring compliance with the primary goals and priorities according to which the state owns (manages) NPC UKRENERGO, as well as the basic principles of management and activities defined by the Ownership Policy of NPC UKRENERGO.

 Audit and control:

• Promoting the implementation of an effective system of timely and reliable reporting following current and future accounting standards of independent auditing, complete and transparent disclosure of information by energy standards and principles of Ukraine, the EU, and best international practices, including supervision of regular independent audits.
• Selection of an independent auditor (audit firm) for NPC UKRENERGO, determination of the terms of the contract concluded with it, and establishment of the procedure for determining the payment amount for its services.
• Support and control of the activities of the Internal Audit Unit of NPC UKRENERGO
• Promoting the implementation of appropriate control systems, including risk management, financial and operational controls, cybersecurity, business resilience, and compliance with the regulatory framework within which the NPC UKRENERGO operates, per Ukrainian law, EU regulatory framework, and global best practices.

 Transparency and Disclosure:

• Ensuring transparency, supervision of the information disclosure process, and the quality of communications by NPC UKRENERGO based on the principles of a competitive market, the regulatory framework of Ukraine and the EU, and the best international practices.
• Ensuring transparent and timely disclosure of information on all material issues related to NPC UKRENERGO, including its financial condition, performance results, sustainability, ownership and management, and information on foreseeable risk factors (subject to restrictions established by law for the period of martial law).

Candidate Profile:

According to the requirements of the ownership policy, the challenges of the current context, and the company's strategy, the position of an independent member of the Supervisory Board requires a competent leader who will be able to effectively perform the role of "economic diplomacy" for NPC UKRENERGO, help Ukraine's integration into the EU, strengthen interaction with ENTSO-E and cooperation with international partners, based on practical experience and accumulated social network in the government, business or diplomatic sphere of the EU countries, United Kingdom or the United States of America.

Potential candidates MUST meet the following requirements:

• University degree, in particular (but not limited to) in Economics, International Relations, Management and Administration, Finance, Law, Engineering and Electricity;
• At least 10 years of experience in senior management positions (C-suite or equivalent) in the international energy business with involvement in one or more of the following areas: international development, business development, or operations; or at least 10 years of experience in senior diplomatic or governmental positions in government, government agencies or intergovernmental institutions in areas including (but not limited to) policy making, regulation, international relations in the energy sector; or a combination of these experiences, preferably in EU countries (taking into account the need to know the specifics of the functioning of EU energy markets and integration processes into ENTSO-E) or, alternatively, in the USA or  the United States or the United Kingdom (as strategic partners);

• Experience in interaction and/or negotiation, promotion, and advocacy of transformational changes with stakeholders at the international level, in particular, the experience of partnership and understanding of the peculiarities of the work of European institutions, including the European Commission and the Energy Community, IFIs and international organizations, in particular in the energy sector, etc;
• Experience in managing large-scale institutional transformations and promoting change in one or more areas (diplomatic, governmental, and/or energy companies) closely related to the stakeholders' management;
• Understanding of the principles and norms of corporate governance according to the OECD standards;
• Willingness to allocate sufficient time to fulfill their duties, but not less than 50 working days per year, and to be ready to come to Ukraine to participate in the meetings of the Supervisory Board;
• The ability to attend in person or remotely via audio and video communication the meetings of the Supervisory Board of NPC "Ukrenergo," which will be held in the form of joint presence in a designated place;
• Knowledge of Ukrainian and/or English;
• Full civil capacity;
• No outstanding criminal record;
• Impeccable business reputation and international recognition in related professional fields;
• Adherence to the principles of impartiality and integrity.
• Compliance with the independence requirements outlined in the legislation of Ukraine;
• Not to hold elected office or be an official state and/or local government official in any country.

Meeting one or more of the above requirements will be considered an additional advantage:

• Knowledge of the national and European electricity market, trends and prospects for the development of the electricity industry, understanding of the specifics of the European network of electricity transmission system operators;
• Experience in senior positions in government, government agencies, or intergovernmental institutions, or experience in interacting with government agencies, in particular, regulatory authorities in the electricity sector and electricity trading at the international level, including experience in working with government (or intergovernmental) institutions on the development and/or implementation of projects and programs of national importance; or a combination of the above experience, preferably in EU countries or, alternatively, the United States or the United Kingdom;
• Experience in senior government positions in government, government agencies, or intergovernmental institutions related to policymaking, regulation, infrastructure management, international relations in the field of electricity, or a combination of the above experience, preferably in the EU or, alternatively, the USA or the UK;
• Experience in senior management positions in organizations that represent electricity transmission system operators or in international financial institutions that work with companies in the electricity market.
• Experience in developing strategies and long-term development plans and/or conducting organizational transformations of large organizations.
• Experience in supervisory bodies to ensure effective supervision and strategic direction of the organization.

Required Leadership Competencies:

• Strategic Thinking: Anticipates future opportunities and develops innovative strategies. For example, adjusting business strategies according to market and company dynamics. Uses the key factors that distinguish the company in the market. Coordinates strategy across different business units to take advantage of long-term opportunities.
• Business Understanding: Apply business and market knowledge to achieve the company's goals. For example, deepen knowledge about business and the industry by following the news to make informed decisions. Understand politics and other external factors affecting the company.
• Comprehensive Problem Solving: Draws accurate conclusions from analyzing information to solve problems effectively. For example, ask precise questions to help others navigate difficult situations and find practical solutions. Uses a variety of inputs to understand better and solve problems.
• Result-oriented: Consistently achieves results, even in challenging environments. Relying on effective behaviors stimulates enthusiasm and commitment to high standards within the team. It encourages dedication to achieving goals and quick results.
• Collaboration: Builds relationships and collaborates with others to achieve common goals. For example, it expands and strengthens cooperation between colleagues and external partners. Seeks ideas from different colleagues, allowing them to express themselves in discussions.
• Building Trust: This approach gains the trust of others through honesty, commitment to principles, and sincerity. For example, it creates a reliable team that can handle even the most complex tasks. It also builds trust between people by organizing honest and open communication and ensuring transparency.
• Confidence: Uses persuasive arguments to gain the support and affection of others. For example, they skillfully explain how their ideas coincide with the interests of others and can help solve their problems. Uses advanced negotiation skills to reach agreements and strengthen partnerships.
• Effective Communication: He develops and structures multi-level communication that clearly understands the unique needs of different audiences. For example, he addresses various groups and builds communication based on their preferences.

Independence requirements set forth by the legislation of Ukraine - a person may not be nominated for the position of an independent member of the Supervisory Board of NPC Ukrenergo if:

• was a member of the management bodies of NPC UKRENERGO and/or its affiliated legal entities for the previous five years;
• receives and/or has received during the previous three years from NPC "UKRENERGO" and/or its affiliated legal entities additional remuneration in the amount exceeding 5 percent of the total annual income of such person for each of such years;
• owns (directly or indirectly) 5 or more percent of the authorized capital of NPC UKRENERGO or is an official or a person performing managerial functions in NPC UKRENERGO, or is an individual entrepreneur who during the past year had significant business relations with NPC UKRENERGO and/or its affiliated legal entities;
• is and/or has been during the previous three years a key partner, officer, or employee of the audit entity that participated in the provision of services for the statutory audit of financial statements of NPC "UKRENERGO" and/or its affiliated legal entities;
• is and/or has been during the previous three years an employee of an audit firm that has provided audit services to NPC "UKRENERGO" and/or its affiliated legal entities during the last three years;
• is and/or has been for the previous three years an employee of NPC UKRENERGO and/or its affiliated legal entities;
• is a shareholder-owner of a controlling stake and/or a representative of a shareholder-owner of a controlling stake in NPC "UKRENERGO" in any civil relations;
• was a member of the Supervisory Board of NPC UKRENERGO for more than 12 years;
• is a person related by family relations with persons subject to the above restrictions;
• mentioned in part 1 of Article 11-3 of the Law of Ukraine "On Management of State Property Objects";
• is a founder, shareholder (participant), head and/or member of the supervisory board of an enterprise, or other business organization operating in the same or adjacent markets with NPC UKRENERGO, as well as a person who is a founder, shareholder (participant), head of a business entity (including a foreign one) engaged in the production (extraction) and/or supply of electricity (natural gas), exercises sole or joint control over at least one a business entity (including a foreign one) that produces (extracts) and/or supplies electricity (natural gas), or exercises any right about at least one business entity engaged in the production (extraction) and/or supply of electricity (natural gas), or has been or is an employee of a business entity engaged in the production and/or supply of electricity (natural gas) for the last three years electrical energy;
• does not meet the requirements for ensuring the independence and unbundling of the transmission system operator defined in Article 32 of the Law of Ukraine "On the Electricity Market";
• is a People's Deputy of Ukraine, a member of the Cabinet of Ministers of Ukraine, a head of central and local executive bodies, other state bodies, an official of local self-government, a military serviceman, a notary, an official of the prosecutor's office, a court, the Security Service of Ukraine, the National Police of Ukraine, a civil servant, or another person defined by the Law of Ukraine "On Prevention of Corruption";
• is a person whom a court has prohibited from engaging in a specific type of activity;
• is an individual - a citizen and/or resident of a country recognized by the Verkhovna Rada of Ukraine as an aggressor state;
• is a person to whom special economic and other restrictive measures (sanctions) have been applied following the Law of Ukraine "On Sanctions" and who is also related to them.

Competitive Selection Process

• Announcement of competitive selection
• Receipt and evaluation of submitted documents from candidates
• Interviews with potential candidates conducted by a recruitment agency
• Identification and shortlisting of candidates and submission of the shortlist to the Nomination Committee by the recruitment agency
• Interviews with selected candidates conducted by the Nomination Committee
• Determination of the winners, conducted by the Nomination Committee

To participate in the selection, the applicant personally sends an application for participation by e-mail (in Ukrainian and/or English).

The application must contain information about the applicant (full name, surname, and patronymic (if any), registration address of the applicant and correspondence address, contact phone number, and e-mail address).

Along with the application:

• a copy of the document certifying the identity and confirming citizenship, information about employment from the register of insured persons of the State Register of Compulsory State Social Insurance or a copy of the employment record book (if any), or documents confirming work experience*. Such information should include the exact period of work, job titles, the general set of duties performed in these positions, and the number of employees under the command;
• a copy of the document on higher education;
• a copy of documents on postgraduate education and/or professional skills (if any);
• curriculum vitae (resume) (in Ukrainian and English with a 3*4 color photo);
• consent to the processing of personal data (in Ukrainian and/or English);
• recommendations (if any);
• a statement on compliance with the independence criteria of a member of the supervisory board of the enterprise company (in Ukrainian and/or English);
• applicant's questionnaire in the form according to the appendix (only in Ukrainian);
• a copy of the certificate issued by the competent authority of the applicant's country of permanent residence on the presence or absence of a criminal record;
• Motivation letter for performing the functions of a member of the Supervisory Board (in Ukrainian and/or English)

The applicant may submit other documents confirming his/her professional and/or moral qualities.

Relevant documents must be submitted in Ukrainian and/or English and must reflect the information.

The applicant is responsible for the inaccuracy of the submitted documents.

Documents are submitted from April, 23, 2024 until 18:00 (Kyiv time) on May, 22, 2024 in Ukrainian and/or English to the e-mail address: [email protected].

The phone number for inquiries is +38 (044) 200 44 84 or +38 (044) 200 47 73*3241 (contact persons of the secretariat of the committee for the appointment of heads of enterprises of particular importance for the economy: Dovgalenko Natalia, Sveredyuk Tetyana).

The results of the competitive selection are published on the official website of the Ministry of Energy of Ukraine following the Procedure for the competitive selection of candidates for the position of an independent member of the supervisory board of a state unitary enterprise and their appointment, as well as the competitive selection of candidates for the position of an independent member of the supervisory board of a business entity, in the authorized capital of which more than 50 percent of the shares (stakes) belong to the state, which are proposed the subject of management of state-owned objects before the election to the position of independent members of the Supervisory Board, approved by the Resolution of the Cabinet of Ministers of Ukraine dated March 10, 2017 No. 142.

Information on the financial and economic condition is attached.

* Such a document may be:

1. certificate/extract from the HR department of the relevant company;
2. tax return (from the state authorities);
3. reference (recommendation) letter of the head;
4. employment (civil law) contracts;
5. other documents.