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 Ministry for Communities, Territories and Infrastructure Development of Ukraine No. 199 of March 5, 2024 “On the competitive selection of candidates for the positions of independent members of the Supervisory Board of the Private Joint Stock Company “Ukrainian Danube Shipping Company”, the competitive selection for three independent members of the Supervisory Board of Private Joint Stock Company “Ukrainian Danube Shipping Company” is announced.

Company name: Private Joint Stock Company “Ukrainian Danube Shipping Company” (PJSC “UDP”, Company)

Address of PJSC “UDP”: Ukraine, Odesa Oblast, Izmail

The number of independent members of the Supervisory Board who will be selected on a competitive basis – 3 (three) persons.

PJSC “UDP” is one of the largest economic entities of the public sector of the economy in the field of inland water transport not only in Ukraine but also in Eastern Europe, which over the years of activity has confirmed its authority as a reliable partner and an undoubted leader in the provision of transport services and support appropriate level of transportation security.

The private joint-stock company “Ukrainian Danube Shipping Company” was transformed into a joint-stock company, 100% of whose shares belong to the state. Bringing the corporate governance of PJSC “UDP” into compliance with national legislation and international standards, such as the OECD Guidelines on Corporate Governance of State-Owned Enterprises, is a key step for increasing the efficiency of processes and the transparency of decisions made, as well as for ensuring the diversification of the export capacity of the Ukrainian economy. The functions of managing state corporate rights are performed by the Ministry for Communities and Territories Development of Ukraine.

The new Supervisory Board will comprise of five members with majority of independent directors, i.e. include three members that meet independence criteria and two state representatives.

Strategic goals and areas of activity of the Company. The state, represented by the Ministry for Communities and Territories Development of Ukraine, determines the strategic goals and directions of the Company's activities and expects that within its commercial status, the Company will be able to create the necessary conditions for their implementation profitably and sustainably over the long term, using its scale and advantages, knowledge, and experience, namely:

• Providing transport services to legal entities and individuals with guaranteed quality of transportation, convenience, and safety of cargo delivery, deep integration into the European transport system in line with sustainable development principles;
• Fleet modernization and renovation, infrastructure optimization, implementation of necessary measures for investment activities and major repairs to increase the competitiveness of the Company and ensure compliance of the fleet with EU environmental standards;
• Increasing the efficiency of existing and creating new cargo flows, increasing the volume of transportation, and supporting the development of logistical routes through the Danube and related infrastructure;
• Implementation of sustainable development and social responsibility policies, ensuring the development of the company's personnel potential.

The Company’s Mission: is to satisfy the market demand for cargo transportation on the Danube River, increase operational efficiency and service quality, deeply integrate into the European transport system, integrate the Ukrainian economy with the EU economy, ensure existing cargo flows and create new ones.

The purpose of activity of PJSC “UDP” is to make a profit conducting such business activities.

REQUIREMENTS FOR THE CANDIDATES FOR THE POSITION OF INDEPENDENT MEMBERS OF THE SUPERVISORY BOARD OF PJSC “UDP”:

Each independent member of the supervisory board of the PJSC “UDP” should meet these minimum requirements:

• Higher education, in particular (but not limited to) the fields of management and administration, economics, finance, auditing, international relations, law;
• No outstanding criminal record;
• Impartiality, integrity, and impeccable business reputation;
• Readiness to dedicate sufficient time to fulfil their assigned duties, both in person in Ukraine and remotely, which should amount to no less than 20% of annual working days, i.e. minimum 50 working days a year;
• Proficiency in Ukrainian and English – for citizens of Ukraine, proficiency in English or Ukrainian – for foreigners.

Each independent member of the supervisory board of PJSC “UDP” should have extensive experience, competencies, and professional skills to provide comprehensive guidance to the company’s development and growth and cover a wide range of strategic skills.

The below experience and knowledge are desirable for individual candidates, but obligatory for the supervisory board as a whole, and includes:

• At least 5 years of experience working in executive or supervisory bodies of international or regional companies operating, preferably, in inland or maritime bulk cargo shipping, container shipping, or international trading of commodities such as grain, fertilizers, iron ore, metals.
• Experience in interacting with governments and regulators on the management of State-Owned Enterprises (SOEs) e.g. relating to strategy, corporate governance, competition, state aid, or sector development.
• Experience and understanding the requirements of maritime businesses e.g. relating to IMO / Danube Commission / EU regulations and issues related to the sustainability and competitiveness of maritime and river transport;
• Understanding of market trends and knowledge of EU strategic priorities for maritime and river transport development, including the Danube navigation market and infrastructure;
• Knowledge of international financial, sectoral environmental, social, and governance (ESG) standards and reporting/disclosure requirements including for listed companies and specifically for procurement processes and anti-corruption;
• Experience in preparing companies for raising private sector investment and/or for accessing debt or equity capital markets. This includes, but is not limited to, roles in private equity, investment banking and management consulting;
• Experience in the international investment community (including IFIs), practical knowledge of sources of funding in capital markets, as well as experience in attracting both debt and equity financing in international markets;
  • Experience in transforming companies preferably in developing markets considering in particular - capacity expansion, corporate governance, compliance with laws and regulations, operational efficiency, asset renewal and environmental performance and other areas relevant to strategic goals;
  • Practical experience in implementing or overseeing the implementation of changes in complex environments involving multiple stakeholders.
  • Expert knowledge in legal matters, risk management, procurement and compliance, finance, accounting, and auditing;
  • Knowledge of legislative and regulatory requirements in the transport sector and experience in developing and implementing policies and procedures to comply with them.

REQUIRED COMPETENCIES:

Each independent member of the supervisory board must meet the requirements of at least one of the below areas. At the same time, the independent members of the supervisory board in the aggregate must meet the requirements of all qualifications listed below. In the case of two candidates with the same areas of competence and sets of professional skills, preference will be given to a candidate with experience in non- executive positions in international listed corporations and / or experience in senior management positions in the major international and regional transportation companies. As a minimum prerequisite, each individual candidate is expected to display an understanding of corporate governance standards in a two-tier management structure and particularly the role of the supervisory board in a state-owned company.

1. Business strategy and development:
   • Successful experience in developing and implementing the strategies of large international cargo transportation companies;
   • Ability to create a clear vision of the company's strategy and its development;
   • Knowledge and experience in developing large projects in managing large international or regional maritime/river navigation companies. Understanding and experience working with the European or American maritime/river transportation market is a strong asset;
   • Experience in developing or managing complex projects in the field of organizational change (business model transformation, organizational restructuring, turnaround, corporate governance improvements).
   • Experience in attracting debt or equity financing (including in international capital markets); a broad network of contacts in the leading international commercial banks and investment banking firms;
   • Understanding of the possibilities of attracting (creating) cargo flows for river transportation in Europe;
   • Experience of implementing growth strategies and/or experience of overseeing/managing business transformations in emerging markets, including, among other things, experience with group reorganisation, business turnarounds, cost optimisation, improving management, governance and reporting standards and practices, increasing transparency.
2. Legal, Government Relations, and Regulatory issues:
   • Practical knowledge in various areas of international law, with a focus on international commerce, trade, navigation and maritime operations;
   • Experience in interacting with governments and regulatory bodies, understanding EU regulatory acts and issues related to the sustainability and competitiveness of EU maritime and river transport;
   • Understanding the specifics of European institutions and the process of integration into the European transport system, both from the standpoint of a business and a country;
   • Understanding   the   implementation    of   international    standards   in    the   field   of  ESG and reporting/disclosure requirements;
   • Experience with applying the principles of corporate governance and change management in large business organizations, for example in cases of corporate transformations.
3. Finance and audit:
   • Experience in developing and overseeing the implementation of a business / financial plan of a company;
   • Expertise in budgeting processes, including forecasting and monitoring;
   • Experience in ensuring efficient and strategic use of material and financial resources, and in ensuring satisfactory profitability management of the company for example through cost control and revenue enhancement strategies;
   • Experience in developing internal control systems and conducting internal audits.
   • Investment analysis skills (analysis of transactions / investments / operations from economic, market, financial, and other points of view), including capability to assess risk and return and make informed investment decisions;
   • Knowledge of the international capital markets.

PERSONAL CHARACTERISTICS

Candidates for the PJSC “UDP” supervisory board must demonstrate the following personal characteristics:

• • Integrity, honesty, and an impeccable personal reputation;
  • Awareness of the risks associated with war and the ability to make decisions and act effectively in conditions of uncertainty;
  • Outstanding leadership skills and demonstrated success in a series of challenging management assignments throughout his/her career;
  • Proficient in navigating the interests of diverse stakeholders;
  • A skilled communicator adept at fostering collaborative work environments;
  • No conflicts of interest;
  • Demonstrates objectivity and independent thought in decision-making processes.

A PERSON MAY NOT BE NOMINATED TO THE SUPERVISORY BOARD OF THE PJSC “UDP” AS THE INDEPENDENT MEMBER IF SUCH PERSON IS:

• a government official or a representative of the state;
• Have been or within the last five years been an official of PJSC “UDP” or its subsidiary, branch, representation and/or other separate unit, except for holding the position of an independent member of the supervisory board;
• Have been or within the last three years been an employee of PJSC “UDP” or its subsidiary, branch, representation and/or other separate unit;
• Be an affiliated person (as defined in the Law of Ukraine “On Joint-Stock Companies”) of PJSC “UDP” and/or its shareholders (participants), or its subsidiary, branch, representation and/or other separate unit and/or their officials;
• Receive or have received during the previous three years any income from the PJSC “UDP”, or its subsidiary, branch, representation and/or other separate unit, except for income as a supervisory board member;
• Own (directly or indirectly) 5 percent or more of the authorized capital for PJSC “UDP” (independently or together with affiliated persons) or represent the interests of such owner;
• Be an independent auditor of the PJSC “UDP”, its subsidiary, branch, representation, or other separate unit or has held such position in the last three years preceding their appointment (election) to the supervisory board;
• Participate in audits of the PJSC “UDP”, its subsidiary, branch, representation, and/or other separate unit as an auditor working for an audit organization, or has participated in such audits in the last three years preceding their appointment (election) to the supervisory board;
• Have been or within the last three years been 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 PJSC “UDP” and/or its affiliated legal entities;
• Have been or within the last three years been an employee of an audit firm which has provided audit services to the Company and/or its affiliated legal entities in the past three years;
• Have or have had during the past year significant business relations with the PJSC “UDP”, its subsidiary, branch, representation, and/or other separate unit directly as a natural person-entrepreneur or as a shareholder (participant), leader, or member of the executive body of an economic entity that has or had such relations;
• Have been a member of the Supervisory Board of the PJSC “UDP” for more than total 12 years;
• Be a close person to the persons mentioned in the provisions above (for the purposes of this caveat, the term “close person” is used as defined in the Law of Ukraine “On Prevention of Corruption”);
• Be 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”;
• Be or were a founder, shareholder (participant), chairman, member of the supervisory board, employee, or representative of a person to whom the Government of Ukraine has applied personal, special economic, or other restrictive measures (sanctions);
• Have outstanding criminal convictions;
• Have been found guilty by a court decision of violating the requirements of Article 89 of the Law of Ukraine “On Joint-Stock Companies” (such restriction applies within three years from the date of execution of such court decision);
• Have been found guilty by a court decision of violating Ukrainian corporate legislation;
• Be a person whom a court has prohibited from engaging in a specific type of activity;
• Be a citizen (subject) or resident of a country recognized by the Verkhovna Rada of Ukraine as an aggressor state, or a person (and related persons) subject to special economic and other restrictive measures (sanctions), including but not limited to those in accordance with the Law of Ukraine “On Sanctions”;
• Be a founder, shareholder (participant), chairman and/or member of the supervisory board of an enterprise, or other business company operating in the same or related markets with PJSC “UDP”;
• Be an official of another economic entity that carries out activities in the field of activities of PJSC “UDP.”

EXPECTED FUNCTIONS OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE SUPERVISORY BOARD OF PJSC “UDP”

• • Active participation in the development and critical evaluation of proposals regarding the financial, strategic, and investment plans and performance indicators of the Company, approval of such plans, exercising control over the executive body's work, timeliness and reliability of reporting on the Company's performance, and completeness of disclosure of information about the Company; decision-making regarding the mechanism of financial control and risk management;
  • Ensuring the effective functioning of the internal and external control system, including audit; other functions related to the performance of the supervisory board's powers, as defined by law and the Charter of PJSC “UDP”.

REMUNERATION

Independent member of the Supervisory Board of the PJSC “UDP” will receive monetary remuneration that corresponds to international standards, as per the resolution of the Cabinet of Ministers of Ukraine dated July 4, 2017, No. 668, “On the approval of the Procedure for determining the terms of payment for services and compensation of expenses for members of supervisory boards of state-owned enterprises and business entities, in the statutory capital of which more than 50 percent of shares (stakes) belong to the state. ” Additionally, D&O insurance will be provided, and expenses incurred on behalf of the company will be reimbursed in accordance with the aforementioned resolution.

THE COMPETITIVE SELECTION PROCESS

1. Announcement of the competition
2. The collection and assessment of the submitted documents of the candidates
3. Interviews with potential candidates conducted by recruitment agency
4. Definition and composing of the shortlist of candidates and the presentation of the shortlist to the Nomination Committee by the recruitment agency
5. Interviews with the shortlisted candidates conducted by the Nomination Committee
6. The selection of the winners conducted by the Nomination Committee

To participate in the selection process, the candidate must personally send an email with an application for participation in the selection (in Ukrainian and English languages).

The application must contain the following information about the candidate (full name of the candidate, residential address, mailing address, contact phone number, email 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;
  • curriculum vitae (resume) (in Ukrainian and English with a 3*4 color photo);
  • consent to the processing of personal data (in Ukrainian and 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 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 with a signature (in Ukrainian and English).

The candidate may submit other documents that confirm their professional and/or moral qualities.

The relevant documents should be submitted in Ukrainian and English languages and must clearly reflect the information.

The candidate is responsible for the accuracy of the submitted documents.

Documents should be submitted in Ukrainian and English till 18:00 (Kyiv time) February 11, 2025 to the email address: с[email protected]

For inquiries, you can contact phones +38 (044) 200 44 35 or +38 (044) 200 47 73 * 3241 (contact persons in the Secretariat of the Committee for the Appointment of Heads of Enterprises Especially Important for the Economy: Dovhalenko Natalia, Sverediuk Tetiana).

The results of the competitive selection are published on the official website of the Ministry for Communities and Territories Development 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 financial and economic status is attached.

• Such a document may be:
  • certificate/extract from the HR department of the relevant company;
  • tax return (from the state authorities);
  • reference (recommendation) letter of the head;
  • employment (civil law) contracts;
  • other documents.