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

With this announcement, a transparent and competitive selection process has been launched to appoint three independent members to the Supervisory Board of NPC UKRENERGO.

The Supervisory Board will consist of four newly appointed independent members and three state representatives, with all seven members expected to be appointed simultaneously by December 9, 2024.

This process reflects the government’s commitment to strengthening corporate governance in state-owned enterprises and ensuring that the company’s governance adheres to OECD principles and international best practices while fostering an independent and efficient Board.

The competitive selection is announced 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", оrder of the Ministry of Energy of Ukraine dated 09.09.2024 No. 337 “On the competitive selection of independent members of the Supervisory Board of the Private Joint Stock Company «National Energy Company «UKRENERGO»

Address of NPC UKRENERGO: Ukraine, Kyiv.

The number of independent members of the Supervisory Board who will be selected on a competitive basis - 3 (three) persons. The fourth independent member is being selected in parallel through a similar transparent procedure and will be appointed at the same time.

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 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 upgrades and extensions to existing and new substations and power lines and reconstructs existing ones to maintain and improve the efficiency and reliability of the power transmission network, enable the conditions for addition of nuclear power generation capacity, enable the further integration of RES and promote new sources of flexible generation and energy storage, and ensure the technical compliance of the network with the standards and requirements set out by the EU including those applied by 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 system is fully synchronized with the grid of the Continental European Network (CEN).

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

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 single electricity market, particularly the expansion of export-import operations between Ukraine and the EU, the coupling of energy markets, etc.

NPC UKRENERGO faces crucial tasks in maintaining the stability of Ukraine's power system in the context of martial law and the process of European integration. The establishment of an independent Supervisory Board is an urgent priority, which is crucial for the sustainability (both managerial and operational) of the company.

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

Principles of Formatio[n of the Supervisory Board of NPC UKRENERGO

The Supervisory Board of NPC UKRENERGO is formed through the election of independent members via a transparent and competitive selection process, as required by law, while taking into account the company's profile and strategic priorities. The  Supervisory Board is comprised of seven members, four of whom, among other things, must meet the independence criteria and requirements established by law.

The composition of the Supervisory Board adheres to the principles of transparency, objectivity, honesty, publicity, and integrity of the results of the formation, independence, diversity of competencies, and professional expertise of its members:

• Transparency. This principle ensures that the Supervisory Board is formed via competitive selection based on objective criteria for independent members, and the appointment of state representatives is carried out in accordance with the legal requirements.
• Objectivity.  This principle ensures that the decision-making procedure for forming the supervisory board is impartial and verifiable, including by persons not involved in forming the supervisory board.
• Publicity. This principle requires that the results of the formation of the supervisory board be published within the time limits and in the manner provided by law.
• Independence. The principle is implemented through requirements for the election of independent members to the Supervisory Board who do not hold elected positions, are not officials of state authorities and 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. This principle provides that each member of the Supervisory Board has work experience, competencies in areas, and professional skills that are distinct from those of other members of the Supervisory Board in a manner that enables the Board to be equipped with a comprehensive array of skills to deliver on its prerogatives with suited expertise and professionalism. This generally entails seeking the most diverse set of experience, areas of competence, and professional skills when composing the Supervisory Board.

When forming the Supervisory Board, any form of discrimination is prohibited following the law, including on the grounds of age, sex, ethnicity, physical ability, nationality, 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 in accordance with the legislation. Collectively, 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.
• Implement risk management policies and procedures, as well as identify and develop risk countermeasures.
• Approval of the draft strategy annual financial plan of NPC UKRENERGO (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 their implementation, as well as decisions related to the economic activities of NPC UKRENERGO";
• Oversight over significant capital expenditures and acquisition and disposal of property in line with 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 (CEO and Management Board Members), regular monitoring of the achievement of goals to implement the strategy, and timely taking of the necessary measures.

 Corporate Governance

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

Oversight  over the activities of the company's management:

• Ensuring the search and hiring of senior management (all members of the Management Board, including CEO) of NPC UKRENERGO  able to implement the strategy of NPC UKRENERGO, effectively manage the business, ensure the achievement of approved goals of the company, 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, including in crisis conditions, by the Management Board of NPC UKRENERGO.
• Ensuring the work of NPC UKRENERGO's management bodies ensures public trust in the energy system, transparency, and non-discriminatory access to the electricity infrastructure following the regulatory framework of Ukraine and the EU, as well as company data safety and protection measures.

Alignment of interests:

• To ensure that the actions and motivation of the Management Board of NPC UKRENERGO members as regards the management and development of the energy system 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 the letter of expectation issued for NPC UKRENERGO by the shareholder.

 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.
• Approval of the terms of the contract for the provision of audit services and election of a person authorized to sign such a contract with the audit entity. 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 and timeliness 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).
• Ensuring the transparency of the Supervisory Board by providing the authorized management body with annual reports, including reports about the achievement of performance indicators from the shareholder letters of expectation.

Candidate Profiles:

Aligned with the challenges of the wartime context and the company's strategy, each independent member of the Supervisory Board of NPC UKRENERGO should have experience, competencies, and professional skills that contribute to company success and that can be combined to build a diverse Board that provides comprehensive recommendations for the development and growth of the company, and the electricity sector in Ukraine overall, including its integration into the broader European electricity market.

Potential candidates MUST meet the following requirements:

• University degree, in particular (but not limited to) in Economics, International Relations, Management and Administration, Finance, Law or Power Engineering;
• At least ten years of experience in senior management positions (C-suite or equivalent) in the international energy business or policy-making with involvement in one or more of the following areas:
  • senior management roles in external relations (GR, international development), finance and M&A, strategy or business development, and operations (network management, maintenance or dispatching management) in international energy companies;
  • senior diplomatic or governmental positions in government, government agencies, or intergovernmental institutions in areas including (but not limited to) policy-making, regulation, and international relations in the energy sector;
  • 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);

• Understanding of ENTSO-E and NPC UKRENERGO's role within it and of how ENTSO-E operates and engages with other key energy stakeholders such as the European Commission, the Energy Community, ACER, and the broader EU electricity market.
• 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.;
• Understanding of the principles and norms of corporate governance according to the OECD standards, including state-owned enterprises; 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;
• Fluent in English, and knowledge of Ukrainian is a benefit;
• Full civil capacity;
• No outstanding or past criminal record;
• Impeccable business reputation and international recognition in related professional fields;
• Adherence to the principles of impartiality and integrity and best corporate governance practices.
• 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 requirements will be considered an additional advantage:

• Strategic Management: Demonstrated experience in developing strategies and long-term development plans and/or conducting organizational transformations of large organizations and promoting change in one or more areas (diplomatic or governmental areas in EU countries and/or EU energy companies) closely related to the stakeholders' management;
• Stakeholder Management: Experience in senior  positions in  government agencies, multilateral or intergovernmental institutions related to policymaking, regulation, infrastructure management, international relations and development in the field of electricity, or a combination of the above experience, preferably in the EU or alternatively, the USA or the UK;
• Financial Planning and Іnvestment: Financial (С-level) and audit experience in the Big4 audit firms, EU TSO, energy or heavy industry sectors in EU countries, including experience in investment projects, corporate finance, and debt restructuring.
• Operational Management: at least three years of experience in senior management positions (C-level) in international companies, among the EU TSOs or EU energy sector entities with more than 1000 employees.
• EU Regulation: Extensive experience with regulations, national regulators in EU countries, or regulatory associations such as ACER, particularly in the transmission or the broader energy sector.
• TSO-related Experience: Experience in senior management positions in organizations that work with, or represent, electricity transmission system operators or international financial institutions that work with companies in the EU electricity market.
• Market Knowledge: Deep understanding of the national and European electricity markets, trends and prospects for the development of the electricity industry, knowledge of the specifics of the European network of transmission system operators (ENTSO-E and/or ENTSO-G);
• Corporate Governance: Experience in board membership and implementation of the OECD-based corporate governance principles, including implementation of the “three lines of defense” risk management system (based on COSO principles), to ensure effective supervision and strategic direction of the organization.
• Risk Management: Understanding of risk management methods and principles, ability to identify risks in a timely manner with the help of internal audit and compliance, and develop risk countermeasures.

Required Leadership Competencies:

• Strategic Thinking: The candidates anticipate future opportunities and develop 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: The candidates apply business and market knowledge to achieve the company's goals. For example, it deepens knowledge about business and the industry by following the news to make informed decisions. Understand politics and other external factors affecting the company.
• Problem Solving: The candidates draw accurate conclusions from analyzing information to solve problems effectively. For example, the candidate asks 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: The candidates consistently achieve 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: The candidates build relationships and collaborate with others to achieve common goals. For example, the candidate expands and strengthens cooperation between colleagues, external partners, and stakeholders. Seeks ideas from different colleagues, allowing them to express themselves in discussions.
• Building Trust: The candidate gains the trust of others through honesty, commitment to principles, and sincerity. For example, the candidate 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: The candidates use persuasive arguments to gain the support and affection of others. For example, the candidate skillfully explains 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: The candidate develops and structures multi-level communication that clearly understands the unique needs of different audiences (groups of stakeholders). For example, the candidate 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;
• 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 audited 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
• 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
• Decision regarding the winners, conducted by the Nomination Committee till 9^th of December 2024

To participate in the selection, the applicant personally sends an application for participation by e-mail (in Ukrainian 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/or 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 (English and Ukrainian, machine learning translation tools can be used if nessesary);
• 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 October, 10, 2024 until 18:00 (Kyiv time) on October, 31, 2024 in Ukrainian and English to the e-mail address: c[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: Dovhalenko 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.