Pursuant to the Procedure for conducting a 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 for conducting a competitive selection of candidates for the position of an independent member of the supervisory board of a company in which the State holds more than 50 per cent of the shares (interests) in the authorised capital, proposed by the entity managing state-owned assets for election as independent members of the supervisory board, approved by Resolution No. 142 of the Cabinet of Ministers of Ukraine dated 10 March 2017, Resolution No. 777 of the Cabinet of Ministers of Ukraine dated 3 September 2008 “On Competitive Selection of Managers of State-Sector Business Entities”, and Order No. 1265-r of the Cabinet of Ministers of Ukraine dated 18 November 2025 “On Announcing the Competitive Selection of Candidates for the Positions of Independent Members of the Supervisory Board of Joint Stock Company ‘National Joint Stock Company Naftogaz of Ukraine’”, a competitive selection is hereby announced for four positions of independent members of the Supervisory Board of Joint Stock Company “National Joint Stock Company Naftogaz of Ukraine”.
Name of the company: Joint Stock Company “National Joint Stock Company Naftogaz of Ukraine” (“NJSC Naftogaz of Ukraine”, the “Company”).
Registered office of NJSC Naftogaz of Ukraine: Kyiv, Ukraine.
Number of independent members of the Supervisory Board to be selected by competition: 4 (four) Board members.
COMPANY OVERVIEW AND RATIONALE FOR STATE OWNERSHIP
Naftogaz Group comprises Joint Stock Company “National Joint Stock Company Naftogaz of Ukraine” (hereinafter – “NJSC Naftogaz of Ukraine”, the “Company”) and its subsidiaries within the meaning of the Methodological Recommendations approved by Order No. 24098 of the Ministry of Economy dated 1 October 2024, together on a group (consolidated) basis (hereinafter – “Naftogaz Group”).
The key objectives of maintaining NJSC Naftogaz of Ukraine in State ownership include, inter alia:
•    Strengthening the security of hydrocarbon supply and the resilience of Ukraine’s energy system;
•    Achieving Ukraine’s energy independence, in particular through increased hydrocarbon production;
•    Maximising the Company’s value while adhering to principles of social responsibility and ensuring acceptable and stable long-term returns for the shareholder;
•    Supporting the transformation of the energy sector;
•    Ensuring the sustainable economic development of the Company in line with principles of social and environmental responsibility;
•    Representing and protecting Ukraine’s interests in domestic and international energy markets.
Overall Objectives of NJSC Naftogaz of Ukraine (on a Consolidated Basis) for 2026–2028
Based on the State Ownership Policy and the Owner’s Expectation Letter, the State expects Naftogaz, as a commercial company, to operate profitably and sustainably, ensuring the achievement of defined long-term objectives by leveraging its scale, the advantages of vertical integration, and its knowledge and experience.
Energy Security and Continuity of Supply
•    Ensures reliable and safe supply of natural gas and other energy resources to Ukrainian consumers, including the performance of public service obligations to protect vulnerable customer categories;
•    Utilises the potential of underground gas storage facilities to ensure stable passage through the heating seasons;
•    Supports the resilience of critical energy infrastructure under conditions of military aggression and during post-war recovery.
Energy Independence of Ukraine
•    Invests in geological exploration and development of new fields, modernisation of the existing production base and enhancement of hydrocarbon recovery factors;
•    Cooperates with leading global players in exploration, production and oilfield services;
•    Strengthens internal capabilities, management systems and corporate governance;
•    Promotes energy efficiency and reduction of the carbon footprint, including through development of renewable and alternative energy projects.
Gas Market Reform and Integration with the EU Market
•    Facilitates full implementation of European legislation and gas market regulatory rules;
•    Supports the development of transparent and competitive wholesale and retail energy market segments;
•    Develops sustainable business models in the segments of retail gas supply, heat supply and gas distribution, balancing the interests of consumers, the State and investors.
Representation of Ukraine’s Interests
•    Plays one of the key roles in ensuring the State’s energy security, being one of the largest taxpayers and employers in the country;
•    Develops international partnerships, including with European and international financial institutions, to strengthen energy security and support Ukraine’s recovery;
•    Leverages Ukraine’s infrastructure potential (underground gas storage, pipelines, generation assets) to create new business opportunities in the regional energy market.
In accordance with the Company’s Charter and the Owner’s Expectation Letter, the main activities of Naftogaz Group include, inter alia:
•    Organisation and performance of geological exploration works related to oil and gas prospecting, and operation of oil, gas and gas condensate fields;
•    Comprehensive development of oil, natural gas and gas condensate resources using advanced field development methods and new technological processes for processing and extraction of valuable components;
•    Production of oil, gas condensate and natural gas;
•    Sale and supply of natural gas and other forms of energy, including through the performance of special duties imposed on Naftogaz Group pursuant to acts of the Cabinet of Ministers of Ukraine;
•    Storage of natural gas in underground gas storage facilities to ensure security of supply to Ukrainian consumers and to meet international demand for storage services;
•    Sale of oil, liquefied gas, gas condensate and petroleum products;
•    Development, operation and repair of trunk oil pipelines, underground gas storage facilities, condensate pipelines and distribution gas pipelines;
•    Transportation of oil and petroleum products.
Auxiliary activities that are gaining increasing importance in the context of the energy transition include:
•    Generation, transportation and supply of heat energy;
•    Generation of electricity;
•    Provision of energy services;
•    Implementation of renewable and alternative energy projects.
Company Mission
To act as a driver of modernisation and professionalism in Ukraine’s energy sector, integrated with the European energy market; to ensure uninterrupted energy supply at competitive prices while maximising the value of national resources (in line with the Ownership Policy and the corporate strategy).
The purpose of NJSC Naftogaz of Ukraine as a commercial company is to generate profit from its business activities, while at the same time delivering on the State’s key policy objectives in the energy sector and fulfilling the Owner’s Expectation Letter with respect to financial, operational and non-financial indicators on a consolidated basis.
BOARD FORMAT, EXPECTATIONS AND INSTITUTIONAL SUPPORT
Naftogaz Group is implementing a corporate governance system aligned with best practices and the OECD Guidelines on Corporate Governance of State-Owned Enterprises, fully complying with Ukrainian legislation governing corporate governance, including the State Ownership Policy.
NJSC Naftogaz of Ukraine has established a Supervisory Board with a majority of independent members. The Company applies the Corporate Governance Code approved by the National Securities and Stock Market Commission. Naftogaz Group has implemented an internal control system that includes internal audit, compliance (covering, inter alia, anti-corruption policy and the new REMIT function), risk management and financial control.
The Supervisory Board of NJSC Naftogaz of Ukraine has established four standing committees as its advisory and consultative bodies:
•    Audit and Finance Committee;
•    Nominations, Remuneration and Evaluation Committee;
•    Governance and Ethics Committee;
•    Strategy and Risk Committee.
The Supervisory Board Committees operate in accordance with their mandates and are supported by dedicated Company resources.
Members of the Supervisory Board are expected to ensure a sufficient level of engagement in the work of the Supervisory Board and its committees, which in international practice corresponds to an indicative time commitment of up to 50 days per year, including participation in meetings, preparation, strategic sessions and ad hoc consultations in crisis situations. The Supervisory Board operates in a hybrid format, both remotely and in person. Candidates must confirm their willingness to travel regularly to Ukraine and perform their duties in person whenever required for the effective discharge of their mandate. All travel, accommodation and related expenses will be reimbursed in accordance with the Company’s policy.
To ensure the effective functioning of the Supervisory Board, Naftogaz provides its members with comprehensive institutional support, including a professional corporate secretariat, access to legal advice, financial and analytical information, internal audit and external experts. Board members have guaranteed, timely and comprehensive access to the materials necessary for decision-making and may request additional information or analysis within the scope of their powers.
The activities of the Supervisory Board are based on international corporate governance standards and provide for a clear division of powers between the Supervisory Board and the Management Board, high-quality strategic and risk-focused discussions, independence of judgement, strict adherence to principles of integrity, avoidance of conflicts of interest and accountability to the shareholder.
This working model ensures that the Supervisory Board provides independent strategic oversight, can function effectively even under conditions of high uncertainty and war, and maintains the high standards of transparency, professionalism and accountability required by the State as shareholder and by international partners.
MANDATORY REQUIREMENTS FOR ALL INDEPENDENT MEMBERS
Each independent member of the Supervisory Board of NJSC Naftogaz of Ukraine must meet the following minimum requirements:
•    Higher education, including (but not limited to) in petroleum engineering, management and administration, economics, finance, audit, international relations or law;
•    Full civil legal capacity;
•    No unexpunged criminal conviction;
•    Adherence to principles of impartiality and integrity;
•    Impeccable business reputation;
•    Must not be and must not have been within the previous six years a founder, shareholder (participant), manager, supervisory board member, employee or representative of a person subject to personal, special economic or other restrictive measures (sanctions) imposed by the Government of Ukraine;
•    Ability to devote at least 50 working days per year to the performance of duties as a member of the Supervisory Board, including participation in meetings in person or remotely (via audio/video conferencing), and willingness to travel to Ukraine to attend Supervisory Board meetings;
•    Proficiency in Ukrainian and English for citizens of Ukraine, and proficiency in English for foreign nationals.
Each independent member of the Supervisory Board of NJSC Naftogaz of Ukraine is expected to have experience, competencies and professional skills that materially differ from those of other Supervisory Board members, thereby ensuring diversity within the Board and enabling the Company to leverage this diversity for its development and growth. The following experience is desirable for each candidate individually, but mandatory for the Supervisory Board collectively:
•    Experience as a non-executive director in an international public company;
•    Executive experience in leading international or regional oil and gas companies;
•    Career achievements in diverse and complex projects in multiple geographies, including emerging markets;
•    Experience in interaction with government representatives and regulators in the energy sector; understanding of EU regulatory acts affecting the sector, including state aid control specifics;
•    Knowledge of the European energy market, trends and outlook for the development of renewable energy sources;
•    Experience and network within the international investment community, knowledge of funding sources in capital markets and experience in raising debt and equity capital on international markets.
According to the Ukrainian legislation cannot be an Independent member of the Supervisory Board JSC “NAK Naftogaz of Ukraine” a person who, in particular:
1) is, or within the last five years has been, an officer of JSC “NAK Naftogaz of Ukraine” or any of its subsidiaries, branches, representative offices and/or other separate divisions, except for holding the position of an independent member of the supervisory board;
2) is, or within the last three years has been, an employee of JSC “NAK Naftogaz of Ukraine” or any of its subsidiaries, branches, representative offices and/or other separate divisions;
3) is an affiliated person (as this term is defined in the Law of Ukraine “On Joint Stock Companies”) of JSC “NAK Naftogaz of Ukraine” and/or its shareholders (participants), or of any of its subsidiaries, branches, representative offices and/or other separate divisions and/or their officers;
4) receives, or during the previous three years has received, from JSC “NAK Naftogaz of Ukraine” or any of its subsidiaries, branches, representative offices and/or other separate divisions any income other than remuneration for serving as a member of the supervisory board;
5) holds (directly or indirectly) 5 percent or more of the share capital of JSC “NAK Naftogaz of Ukraine” (individually or jointly with affiliated persons) or represents the interests of such holder;
6) is a civil servant or a representative of the state;
7) is, or within a certain period during the last three years preceding their appointment (election) to the supervisory board has been, an independent auditor of JSC “NAK Naftogaz of Ukraine” or any of its subsidiaries, branches, representative offices or other separate divisions;
8) participates in the audit of JSC “NAK Naftogaz of Ukraine” or any of its subsidiaries, branches, representative offices and/or other separate divisions as an auditor engaged by an audit firm, or participated in such audit within a certain period during the last three years preceding their appointment (election) to the supervisory board;
9) has, or within the last year has had, significant business relations with JSC “NAK Naftogaz of Ukraine” or any of its subsidiaries, branches, representative offices or other separate divisions, either directly as an individual entrepreneur or as a shareholder (participant), executive or member of the executive body of a business entity that has or had such relations. For the purposes of this clause, the materiality of business relations shall be determined by the charter or by the supervisory board regulations;
10) has, in total, served for more than 12 years as a member of the supervisory board of JSC “NAK Naftogaz of Ukraine”;
11) is a close person to any of the individuals specified in clauses 1–10 above (the term “close person” is used as defined in the Law of Ukraine “On Prevention of Corruption”);
The requirements of clauses 1, 2 and 4 do not apply in cases of holding the position of an independent director of the company and the relations associated with such position.
COMPENSATION
Independent members of the Supervisory Board of JSC “NJSC Naftogaz of Ukraine” will receive monetary compensation in line with international standards, in accordance with Resolution No. 668 of the Cabinet of Ministers of Ukraine dated 4 July 2017 “On Approval of the Procedure for Determining the Terms of Remuneration and Reimbursement of Expenses of Members of Supervisory Boards of State Unitary Enterprises and Companies in which the State Holds More Than 50 Per Cent of the Shares (Interests) in the Authorised Capital”. In addition, Directors’ and Officers’ (D&O) liability insurance will be provided, and expenses incurred on behalf of the Company will be reimbursed in accordance with the above Resolution.
SUPERVISORY BOARD PROFILES AND EXPECTED COMPETENCIES
PROFILE 1 – Independent Member of the Supervisory Board
Strategy, Corporate Development, Capital Investments, and Long-Term Value Creation
1.1 Role within the Corporate Governance System
This Supervisory Board member plays a central role in developing Naftogaz’s strategic capacity and ensuring coherent, analytically sound, and forward-looking decision-making. The Board member brings deep expertise in developing long-term strategies, assessing business model evolution, allocating capital, shaping the asset portfolio, and guiding corporate development amid war, market volatility, structural transformation, and EU integration. The role focuses on enterprise-level strategic direction, business model evolution, and long-term value architecture.
The role ensures that strategic initiatives submitted by the Management Board are grounded in economic logic, realistic scenarios, operational feasibility, and alignment with national priorities and international standards. The Board member strengthens the Board’s ability to challenge Management constructively, maintain strategic discipline, and embed long-term value creation into all major decisions.
1.2 Key Responsibilities at Supervisory Board Level
•    Strategic Framework and Long-Term Planning. Defines principles for assessing strategic goals and long-term development scenarios, ensuring that Management Board proposals are realistic, analytically sound, and resilient to wartime, regulatory, and market uncertainties.
•    Asset Portfolio and Business Model Evolution. Oversees the strategic coherence and economic logic of the Company’s asset portfolio and business structure, ensuring that decisions on development, restructuring, or divestment support competitiveness, EU integration, and diversification into future energy segments.
•    Capital Strategy and Financing Sources. Assesses the capital strategy and the suitability, cost, and risk implications of various financing sources (equity injections, IFI instruments, commercial debt, hybrid structures, and capital markets), ensuring complete alignment with long-term value creation, resilience requirements, and the Group’s risk appetite.
•    Equity Story, Strategic Investors and Monetization Pathways. Reviews opportunities to attract private or strategic investors, evaluates potential partial privatization options, asset monetization routes, and readiness for future IPOs, ensuring that capital-raising decisions strengthen the portfolio structure and reinforce Naftogaz’s long-term strategic and financial architecture.
•    Capital Investments and Major Programs. Sets standards for evaluating CAPEX and major investment projects, assessing their risk-return balance, underlying assumptions, feasibility, and Naftogaz’s organizational capacity to execute without compromising financial resilience.
•    M&A, Partnerships and Corporate Development. Establishes principles for assessing acquisitions, joint ventures, and strategic partnerships, ensuring that all corporate development initiatives are strategically coherent, value-accretive, and effectively integrated into the Group’s long-term development model.
•    Strategic Financial Implications. Evaluates long-term financial implications of strategic initiatives, ensuring alignment with capital strategy, liquidity constraints, debt sustainability, and the expectations of IFIs, donors, lenders, and international partners.
1.3 Professional Experience and Competencies
The candidate must have a proven track record of working with complex corporate systems, large-scale assets, capital programs, and the international investment environment.
Relevant Professional Experience (not less than 10–15 years cumulative experience). The candidate must demonstrate experience in one or several of the following areas:
•    Senior executive roles (CEO, COO, CSO, EVP Strategy, VP Corporate Development) in international energy, oil & gas, infrastructure, or industrial companies.
•    Investment banking, private equity, sovereign, or infrastructure funds with direct exposure to M&A, capital markets, restructurings, or project finance.
•    Oversight of multi-billion-dollar capital portfolios and cross-functional transformation programs.
•    Experience interacting with IFIs (EBRD, IFC, World Bank, IMF) and international lenders.
•    Leadership of corporate transformations, strategic restructuring, and business model evolution in complex organizations
•    Experience in operating in high-risk markets, regulatory transitions, or volatile geopolitical environments.
Key Competencies
•    Advanced strategic thinking, scenario building, and understanding of long-term value drivers.
•    Ability to analyze significant corporate decisions, assess financial and operational assumptions, and identify systemic risks.
•    Knowledge of international oil & gas markets, macroeconomic dynamics, and global energy transition pathways.
•    Understanding of EU energy policy, ESG trends, and requirements influencing Naftogaz’s strategic model.
•    Ability to influence through structured, fact-based argumentation and independent judgment.
•    Strong Board-level communication, ethics, and decision-making capabilities.
1.4 Expected Contribution to Naftogaz
This role strengthens the strategic quality and long-term coherence of Supervisory Board decisions. The Board member will:
•    Ensure that major strategic and investment decisions are consistent, analytically robust, and aligned with long-term value creation.
•    Improve the quality of portfolio choices, capital allocation, and corporate development initiatives.
•    Support the structural adaptation of the business model to wartime realities, post-transit conditions, and EU integration.
•    Reinforce confidence of IFIs, donors, and investors through predictable, economically grounded, and credible strategic governance.
•    Strengthen financial resilience by ensuring disciplined assessment of strategic projects and capital-raising options.
•    Enhance the Company’s ability to modernize, diversify, and remain competitive under conditions of high external uncertainty.
PROFILE 2 – Independent Member of the Supervisory Board
Exploration & Production (Upstream), Technology, Operational Resilience, and Resource Base Development
2.1 Role within the Corporate Governance System
This Supervisory Board member provides independent, high-level technical and strategic oversight of Naftogaz’s upstream segment. The role ensures that the Supervisory Board can critically assess field development strategies, production forecasts, technology decisions, and upstream investment proposals in a complex environment marked by wartime risks, geological uncertainty, ageing assets, and the need for accelerated modernization.
The Board member brings deep expertise across the full E&P lifecycle, including exploration, drilling, field development, production optimization, technology deployment, and operational risk management. The role strengthens the Board’s ability to ensure that upstream decisions are realistic, technically feasible, cost-effective, and aligned with long-term strategic and national energy security priorities.
2.2 Key Responsibilities at Supervisory Board Level
•    Resource Base and Upstream Strategy Oversight. Provides governance-level review of principles, assumptions, and methodologies used by Management and subsidiaries for resource base development and production planning. Ensures that upstream strategies and forecasts are realistic, risk-adjusted, and aligned with long-term portfolio sustainability.
•    Technology Policy and Modernization Frameworks. Oversees the strategic framework guiding technology choices and modernization across upstream subsidiaries. Reviews whether proposed technologies, digitalization efforts, and efficiency initiatives reflect international E&P standards and are supported by appropriate governance and decision criteria.
•    Upstream Investments and Capital Allocation. Evaluates major upstream investment proposals and capital programs submitted by Management. Ensures that underlying assumptions, risk-return profiles, and technical feasibility assessments are sound, and that organizational capacity to oversee execution is adequate at the subsidiary level.
•    Operational Resilience and HSE Governance. Monitors how Management ensures effective risk frameworks, safety standards, and continuity planning across upstream operations. Reviews adherence to international HSE/ESG expectations and challenges Management on preparedness for wartime, geological, environmental, and logistical risks.
•    Alignment with International Standards and Technical Governance. Oversees the Group’s alignment with recognized international benchmarks for operational excellence and environmental compliance. Reviews Management’s approach to leveraging external expertise, international service providers, and technical advisors to strengthen upstream governance and capabilities.
2.3 Professional Experience and Competencies
Relevant Professional Experience (not less than 10–15 years cumulative experience). The candidate must demonstrate experience in one or several of the following areas:
•    Senior executive roles in upstream operations (CEO, EVP Upstream, VP Exploration, VP Production, CTO) in major international oil & gas companies.
•    Leadership roles in global oilfield service companies (Halliburton, Schlumberger, Baker Hughes, Weatherford, or equivalents) involving large-scale drilling and production programs.
•    Management of multi-field upstream portfolios across different geological settings or international jurisdictions.
•    Execution of major capital programs, including drilling campaigns, reservoir management, production optimization, or field redevelopment.
•    Operational leadership in high-risk or complex environments, including conflict-affected areas, offshore/onshore harsh conditions, or stringent regulatory regimes.
•    Engagement with engineering standards bodies, regulators, or international partners on HSE, environmental compliance, and technical excellence.
Key Competencies
•    Deep understanding of the E&P lifecycle and drivers of stable and growing production.
•    Ability to assess technical logic, engineering assumptions, production forecasts, and geological uncertainties.
•    Strong command of international standards in HSE, ESG, field management, and operational efficiency.
•    Capacity to translate technical insights into strategic governance decisions at the Board level.
•    Independence, integrity, and the ability to challenge management constructively in high-stakes technical contexts.
2.4 Expected Contribution to Naftogaz
This role materially improves the Supervisory Board’s ability to make informed, technology-driven, and strategically aligned decisions in the upstream. The Board member will:
•    Strengthen the quality and realism of production strategies, resource base development, and upstream planning.
•    Enhance oversight of upstream investments, ensuring that technological, geological, and operational risks are appropriately assessed and mitigated.
•    Support the modernization of upstream operations through the adoption of advanced technologies and alignment with international standards.
•    Increase Naftogaz’s operational resilience under wartime conditions and infrastructure threats.
•    Reinforce national energy security through improved production stability and efficiency.
•    Ensure that senior technical leadership possesses the required competencies to manage complex upstream operations effectively.
PROFILE 3 – Independent Member of the Supervisory Board
Finance, Internal Control, Audit, Capital Discipline, and Financial Resilience
3.1 Role within the Corporate Governance System
This Supervisory Board member plays a pivotal role in ensuring Naftogaz's financial resilience, transparency, and integrity under wartime conditions, market distress, and heightened scrutiny from IFIs, donors, and creditors. The Board member provides the Board with deep financial leadership expertise, ensuring that financial decisions, reporting practices, internal controls, and capital structures are robust, compliant, and aligned with the Company’s long-term objectives and risk profile.
The role safeguards the reliability of financial information, strengthens internal control and internal audit systems, and ensures disciplined financial oversight of investment, liquidity, and capital strategy. It enhances stakeholder trust and supports Naftogaz’s ability to attract external financing, manage liquidity shocks, and withstand severe operational and macroeconomic disruption.
3.2 Key Responsibilities at Supervisory Board Level
•    Financial Strategy and Capital Structure. Oversees the Company’s financial strategy, ensuring alignment with long-term objectives, capital capacity, and wartime liquidity constraints. Reviews the robustness of capital structure, debt sustainability, and financing strategies, including interactions with IFIs, donors, and credit markets.
•    Budgeting, Financial Planning, and Resource Efficiency. Defines expectations for transparent and rigorous budgeting, reviews financial plans for realism and prioritization, and ensures efficient allocation and use of financial and material resources.
•    Financial Reporting, Transparency, and Compliance with Standards. Ensures that financial statements are accurate, complete, and compliant with IFRS; oversees the quality of financial information and the integrity of performance and cash-flow reporting.
•    Internal Control, Internal Audit, and External Audit Oversight. Oversees the adequacy of internal control systems and adherence to recognized frameworks; ensures the independence of internal audit and monitors implementation of key findings. Supervises interactions with external auditors and ensures the timely resolution of material audit issues.
•    Investment Discipline and Financial Assessment of Projects. Defines standards for financial evaluation of investment proposals and major capital programs, ensuring that underlying assumptions are sound, risk-adjusted, and consistent with the Company’s financial strategy and liquidity position.
•    Financial Resilience, Liquidity and Risk Alignment. Assesses financial resilience under extreme scenarios, monitors liquidity risks, and ensures that financial policies and decisions align with Naftogaz’s overall risk appetite and wartime operational realities.
3.3 Professional Experience and Competencies
Relevant Professional Experience (not less than 10–15 years cumulative experience). The candidate must demonstrate experience in one or several of the following areas:
•    CFO, VP Finance, or equivalent senior financial leadership roles in large international oil & gas, energy, or infrastructure companies.
•    Direct responsibility for capital structure decisions, financing, debt management, treasury, liquidity management, and long-term financial modelling.
•    Oversight of internal control, internal audit, compliance, and risk functions.
•    Experience working with IFIs, external auditors, credit rating agencies, and international lenders.
•    Leadership in financial restructuring, crisis financial management, or liquidity stabilization
•    Experience managing multi-billion-dollar financial portfolios, budgets, or investment pipelines.
Key Competencies
•    Ability to interpret and challenge complex financial data and strategic financial plans.
•    Deep understanding of IFRS, audit standards, financial controls, and risk management frameworks.
•    Strong command of financial modelling, valuation, capital allocation, and investment appraisal methodologies.
•    Capacity to identify financial vulnerabilities, liquidity risks, and structural constraints early.
•    High integrity, independence, and professionalism in situations of high financial and operational pressure.
•    Strong communication skills and the ability to interface with IFIs, auditors, creditors, and government stakeholders.
3.4 Expected Contribution to Naftogaz
This role significantly strengthens Naftogaz's financial integrity and resilience. The Board member will:
•    Reinforce the transparency, accuracy, and credibility of all financial reporting and disclosures.
•    Ensure disciplined financial decision-making and robust evaluation of investments and capital programs.
•    Strengthen liquidity and capital resilience during wartime and extreme market volatility.
•    Enhance trust and confidence among IFIs, lenders, donors, and strategic partners.
•    Improve financial governance across the Group, reducing risks of inefficiency, loss, or misstatement.
•    Support long-term financial sustainability and enable effective implementation of the Company’s strategic agenda.
PROFILE 4 – Independent Member of the Supervisory Board
Commercial Strategy, Gas Market Operations, Pricing, Procurement, and Trading
4.1 Role within the Corporate Governance System
This Supervisory Board member provides essential independent oversight of Naftogaz’s commercial operations, including gas procurement, pricing strategy, trading, portfolio management, storage optimization, and exposure to PSO obligations. In a post-transit environment characterized by high price volatility, uncertain supply routes, liquidity constraints, and structural dependence on imports, this role is indispensable for safeguarding the Company’s financial resilience.
The Board member brings deep expertise in gas markets, commodity trading, portfolio optimization, risk management, and commercial contracting. The role ensures that Management’s commercial decisions are well-structured, economically justified, risk-balanced, and aligned with Naftogaz’s strategic objectives and national energy security priorities.
This Board member enhances the Supervisory Board’s ability to scrutinize commercial exposures, anticipate market risks, and improve transparency and discipline across the entire commercial value chain.
4.2    Key Responsibilities at Supervisory Board Level
•    Commercial Strategy and Procurement Framework Across Energy Products. Provides oversight of the Group’s commercial strategy and procurement principles across gas, LNG, electricity, and other energy commodities. Ensures that Management’s sourcing strategies reflect market conditions, infrastructure and supply-route risks, PSO requirements, liquidity constraints, and long-term value considerations.
•    Pricing Strategy and Market Assumptions. Reviews key pricing methodologies, cost-reflective models, tariff logic, and demand/supply assumptions used by Management. Ensures that pricing approaches balance financial sustainability, regulatory expectations, and public service obligations.
•    Trading Governance, Portfolio Oversight, and Risk Limits. Oversees the policy framework and risk-limit architecture for trading, hedging, portfolio management, and storage optimization across all energy products. Monitors exposure to volatility, counterparty risk, long-term commitments, and market disruptions, ensuring adherence to Board-approved limits.
•    PSO Exposure and Liquidity Implications. Assesses the financial and operational impact of PSO and other social obligations on commercial performance and liquidity. Ensures that Management integrates PSO-related risks and working-capital needs into commercial planning and mitigation measures.
•    Oversight of Major Commercial Contracts. Reviews and, where required, approves significant commercial agreements related to supply, transportation, storage, balancing, and trading. Ensures contractual decisions are economically sound, risk-balanced, and aligned with the Company’s strategic interests.
•    Integration of Market, Regulatory, and Geopolitical Risks. Ensures that Management incorporates market trends, regulatory developments, sanctions regimes, geopolitical risks, and infrastructure vulnerabilities into commercial strategies and commercial operations. Challenges key assumptions and reviews Management’s responses to evolving external conditions.
•    Commercial Governance and Transparency. Oversees the robustness of governance standards, internal controls, and transparency across commercial and trading activities. Monitors how Management addresses findings from risk, compliance, and internal audit functions to maintain discipline and integrity.
4.3 Professional Experience and Competencies
Relevant Professional Experience (not less than 10–15 years cumulative experience). The candidate must demonstrate experience in one or several of the following areas:
•    Senior commercial, trading, or supply leadership roles (CEO, SVP, EVP, Director) in international gas, LNG, energy, or commodity-trading companies.
•    Experience in gas procurement, portfolio management, energy trading desks, and optimization of storage and transportation assets.
•    Direct responsibility for market risk management, hedging, contract negotiation, or structuring of long-term supply agreements.
•    Work with PSO frameworks, tariff regulation, retail/wholesale market dynamics, or balancing markets.
•    Experience interacting with regulatory bodies, transmission system operators, energy exchanges, and cross-border trading environments.
•    Exposure to managing commercial activities in high-volatile or crisis-affected markets.
Key Competencies
•    Deep understanding of gas market fundamentals, supply/demand modelling, and price formation mechanisms.
•    Strong command of commodity-trading instruments, hedging tools, portfolio optimization techniques, and risk-limit frameworks.
•    Ability to interpret market signals, evaluate exposures, and anticipate commercial risks under uncertainty.
•    Advanced negotiation skills and the ability to evaluate complex commercial contracts.
•    Financial and analytical acumen to assess liquidity impact, risk-adjusted returns, and commercial scenarios.
•    Independence, integrity, and the ability to challenge commercial assumptions constructively.
4.4 Expected Contribution to Naftogaz
This role addresses a critical capability gap in the Supervisory Board and significantly strengthens commercial oversight. The Board member will:
•    Improve the quality, discipline, and transparency of commercial decisions across procurement, pricing, and trading.
•    Strengthen Naftogaz’s ability to manage market volatility, PSO-driven liquidity pressures, and procurement risks.
•    Enhance risk governance in trading, portfolio management, and contract negotiations.
•    Support the development of a coherent commercial strategy aligned with long-term financial sustainability and market realities.
•    Reinforce Naftogaz’s resilience in a post-transit, import-dependent, and high-volatility environment.
•    Increase confidence of IFIs, lenders, and partners in the robustness of Naftogaz’s commercial governance.
APPLICATION PACKAGE AND SUBMISSION REQUIREMENTS
To participate in the selection process, the candidate shall personally submit by email the following documents:
•    Application for participation in the competitive selection in the prescribed form, in Ukrainian and English;
•    Consent to personal data processing in the prescribed form, in Ukrainian and English;
•    Declaration of compliance with independence criteria, in Ukrainian and English;
•    Candidate’s questionnaire in Ukrainian (the prescribed form must be used);
•    Biographical note (curriculum vitae) with colour photograph, in Ukrainian and English;
•    Copy of an identity document confirming the candidate’s citizenship;
•    Information on employment history from the Register of Insured Persons of the State Register of Compulsory State Social Insurance or copies of the employment record book (if available), or documents confirming professional experience. Such information must include the exact period of employment, job titles, general scope of responsibilities performed in each position and the number of subordinates.*
(*Such documents may include: a certificate/extract from the HR department of the relevant company; a tax declaration (issued by a public authority); a reference or recommendation letter from a supervisor; employment (or civil-law) contracts; other documents.);
•    Copy of the higher education diploma;
•    Copies of documents on postgraduate education and/or professional qualifications (if available);
•    References and recommendations (if available);
•    Copy of a certificate issued by the competent authority of the candidate’s country of permanent residence confirming the presence or absence of a criminal record;
•    Motivation letter for the position of independent member of the Supervisory Board of JSC NJSC Naftogaz of Ukraine, in Ukrainian and English, signed by the candidate.
The candidate may submit additional documents confirming his/her professional and/or personal qualities.
All documents must clearly and legibly reflect the relevant information.
The candidate is responsible for the accuracy and completeness of the submitted documents.
Documents must be submitted from December 12, 2025 until January 11, 2026, 18:00 (Kyiv time) in Ukrainian and English to the following email address: [email protected]
Contact phone numbers for enquiries: +38 (044) 200 47 73*3241 or +38 (044) 200 44 84 (contact persons – Secretariat of the Committee for Appointment of Heads of Enterprises of Strategic Importance for the Economy: Tetiana Sverediuk, Nataliia Dovhalenko).
The results of the selection process will be published on the official website of the Ministry of Economy of Ukraine in accordance with the Procedure for conducting a competitive selection of managers of state-sector business entities, approved by Resolution No. 777 of the Cabinet of Ministers of Ukraine dated 3 September 2008 “On Competitive Selection of Managers of State-Sector Business Entities”.
Information on the financial and economic status of the Company is attached. 
Separate financial statements as at and for the year ended 31 December 2024.