In accordance with the Procedure for conducting competitive selection of candidates for the position of independent member of the supervisory board of a state enterprise and their appointment, as well as conducting competitive selection of candidates for the position of independent member of the supervisory board of an economic entity in the statutory capital of which more than 50 percent of shares (stakes) belong to the state, proposed by the management subject of state property objects, prior to 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, the resolution of the Cabinet of Ministers of Ukraine dated September 3, 2008, No. 777 "On conducting competitive selection of managers of state-owned sector of the economy," and the order of the Ministry of Energy dated 25.09.2023 No. 290 "Оn the announcement of a competitive selection of independent members of the supervisory board of LLC "Gas Transmission System Operator of Ukraine" a competitive selection is announced for three positions of independent members of the supervisory board of LLC "Gas Transmission System Operator of Ukraine".

The name of the company: LLC Gas Transmission System Operator of Ukraine (the GTSOU)

The location of the GTSOU: Kyiv, Ukraine

The number of the independent members of the Supervisory Board to be selected via competition -– 3 (three) persons.

The GTSOU is one of the largest companies in Ukraine, with one of the most powerful and extensive networks of main gas pipelines in the world.

The GTSOU is a natural monopoly responsible for transporting natural gas to consumers in Ukraine and European Union countries.

The company was established in 2019 to fulfil international commitments to the Energy Community regarding the independence of the gas transmission system operator in Ukraine.

Starting from January 1, 2020, the GTSOU is a certified operator of the gas transmission system in Ukraine and operates independently of vertically integrated enterprises.

Vision: To be a modern and innovative operator of the gas transmission system within the integrated European gas network.

Mission: To promote the development of a competitive, transparent, and non-discriminatory gas market and ensure reliable gas supply for Ukrainian and European consumers in the most sustainable manner.

Values:

• Effectiveness and reliability. Reliable provision of natural gas transportation services in a transparent, non-discriminatory, and resilient manner at a fair price.
• Supply security. Adequate and diversified gas transportation capacity for Ukrainian and European consumers to ensure energy security and uninterrupted supply under any circumstances.
• Integrity. Independence, fairness, and transparency of the operator, fostering trust among clients and the market.
• Responsibility. High standards of social and environmental responsibility.
• Market impact. Support for the development of a non-discriminatory, competitive, transparent, and liquid natural gas market aimed at ensuring a fair price for consumers in Ukraine.

The GTSOU operates in accordance with the best international practices and proper corporate governance mechanisms within the framework of integration with the EU gas market and the European network of gas transmission system operators.

Implemented management systems demonstrate that the GTSOU ensures reliable, safe, and energy-efficient operation of the gas transmission system, provides high-quality gas transportation services to customers, and enhances the efficiency of company processes.

SUPERVISORY BOARD PROFILE

The Supervisory Board is planned to consist of a total of 5 members, with 3 being independent members and 2 being representatives of the State.

Each independent member of the supervisory board of the GTSOU should have such experience, competencies, and professional skills that differ significantly from those of the other members of the supervisory board, thus creating a diverse board that can in the aggregate provide comprehensive guidance to the company’s development and growth. The below experience is desirable for individual candidates, but obligatory for the supervisory board, includes:

• Experience in a gas or power transmission system or energy industries with international experience and/or Ukrainian experience at the C level;
• Work experience at national energy sector regulators with international experience and/or Ukrainian experience;
• Board member experience in OECD countries’ and/or Ukrainian gas transmission system or energy industries;
• Demonstrated experience in developing and implementing corporate governance systems in gas transmission system or energy industries companies. Deep understanding of the principles and foundations of corporate governance;
• Experience in a top executive position (C level) in a gas transmission system or energy sector in international and/or Ukrainian companies with a workforce of over 500 employees, with responsibility for shaping the company's business/financial plan and budgeting, as well as attracting investments and conducting investment analysis;
• Experience in management positions in developed markets in OECD countries and/or Ukraine with the proven ability to contribute to best practices and up-to-date innovations of a gas transmission system, power transmission system, and energy industry;
• Demonstrated understanding of the gas supply chain – in EU countries or Ukraine – with a focus on transmission functions and operations, including technical aspects of gas transmission, gas storage, and supply-demand dynamics;
• Successful experience in managing transformational processes and complex organizational change projects in companies of gas transmission systems or energy sector of OECD countries and/or Ukraine (business model transformation, organizational adjustment, mergers/acquisitions, crisis management);
• Finance and audit: formation of the company's business/financial plan and budgeting, responsibility for attracting investments, conducting investment analysis, conducting an external audit of the company as well as development of internal audit systems in international companies operating in gas transmission system or energy industries in  OECD countries and/or Ukraine;
• Ability to carry out negotiations with a full spectrum of domestic energy industry players.

REQUIREMENTS FOR THE CANDIDATES FOR THE POSITION OF INDEPENDENT MEMBERS OF THE SUPERVISORY BOARD OF THE GTSOU

Minimum requirements for the candidates:

Each independent member of the supervisory board of the GTSOU should meet these minimum  requirements:

• Availability of full civil legal capacity;
• Presence of and willingness to provide proof of the presence of higher education, professional knowledge, and skills, in the area of the energy industry and best international approaches to implementation of OECD corporate governance principles, relevant work experience, and other characteristics necessary for the proper performance of the duties of a supervisory board member, corresponding to the types of activities of a state-owned enterprise and a business entity, in the statutory capital of which more than 50 percent of shares (stakes) belong to the state;
• Each member of the GTSOU Supervisory Board must be willing to dedicate sufficient time to fulfil their assigned duties, which should amount to no less than 50 working days per year. Additionally, they should be prepared to travel to Ukraine to participate in Supervisory Board meetings;
• Proficiency in Ukrainian and English – for citizens of Ukraine, English – for foreigners;
• Integrity, impartiality, and an impeccable professional record and reputation.

Required competencies:

Each independent member of the supervisory board of GTSU must meet the requirements of at least two and more of the following areas. At the same time, the independent members of the supervisory board in the aggregate must meet the requirements of all qualifications listed below.

1.    Strategic and change management:

• Demonstrated experience in strategic and change management in  gas transmission system or energy industries;
• Experience in managing transformational processes and complex projects that entail organizational change and knowledge of the general challenges associated with the companies’ operations at senior management level, as well as experience in the formation and launch of work of Supervisory Board committees of  gas transmission system or energy industries.

2.    Financial planning and investment:

• Finance and audit experience in gas transmission system or energy industries, including experience in investment projects and debt restructuring;
• Successful experience in financial planning in gas transmission system or energy industries.

3.    Operations Management:

• Experience in a top executive position (C level) in gas transmission system or energy industries in international and/or Ukrainian companies with a workforce of over 500 employees for at least three years.

4.   Legal, risk and compliance:

• Experience in managing legal aspects of transformational processes and complex projects that entail organizational change; knowledge of the general challenges in the industry, associated with the companies' operations, as well as experience in the formation and launch of work of Supervisory Board committees of gas transmission system or energy industries;
• Experience in a senior legal/compliance/risk management role of reputable company.

5.   EU Regulation:

• Broad experience with national regulators in EU countries, specifically in gas transmission system or energy industries, as well as experience in managing stakeholder relationships including investors etc.

6.   Corporate governance:

• Experience as a member of a Board (preferably- in the energy industry);
• Understanding of corporate governance principles in gas transmission system or energy industries; experience in developing and implementing corporate governance systems;
• Overseeing as a Board Member the developing / organizing / conducting competitive selection of company management, as well as conducting assessments of the activities of company management in gas transmission system or energy industries.

TRANSVERSAL COMPETENCIES: Motivation and Leadership

These competencies are required of all Board Members.

• Display of leadership skills and motivation to make a contribution to the strategic development of Ukraine's gas transmission industry; persistence, and drive;
• Excellent interpersonal skills, notably in communication, conflict management, negotiation, and process facilitation;
• Demonstration of resilience and the ability to adapt to constant and numerous external pressures and changes inherent in the gas transmission system and energy industries.

A person may not be nominated to the Supervisory Board of the GTSOU as the independent member if such person is:

1. A person who was or is a founder, shareholder (participant), manager, member of the supervisory board, employee, or representative of a person (legal or physical) to whom the Government of Ukraine has applied personal, special economic, or other restrictive measures (sanctions);
2. A person who holds elected positions and/or is an official of state authorities and/or local government;
3. A person who is mentioned in points 1) – 11) of the part 1 of the article 11-3 of the Law of Ukraine "On Management of State Property Objects”;
4. A person who has outstanding criminal convictions;
5. A person who does not meet the requirements for ensuring the independence of the GTSOU as defined in Article 23 of the Law of Ukraine "On the Natural Gas Market", including a person who directly or indirectly exercises sole or joint control over at least one business entity (including foreign ones) engaged in the extraction (production) and/or supply of natural gas and/or electricity and a person who is an official of at least one business entity (including foreign ones) engaged in the extraction (production) and/or supply of natural gas;
6. A person who, within the previous three years, was an officer or employee of a vertically integrated organisation, which included the GTSOU before the unbundling according to the ISO model, other business entities that are part of or affiliated with such a vertically integrated organisation, as well as an official, employee of a business entity (including a foreign one) engaged in the extraction (production) and/or supply of natural gas and/or electricity, or an official, employee of the Management Body.

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

REMUNERATION

Independent members of the Supervisory Board of the GTSOU will receive monetary remuneration that corresponds to international standards. In addition, D&O insurance will be provided, and all expenses incurred on behalf of the company will be reimbursed.

To participate in the selection process, the candidate must personally send an email with an application for participation in the selection. The application should be in both 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 confirming identity and citizenship.
• Copies of the employment record book (if available) or documents confirming work experience*.
• A copy of diplomas proving completion of higher education.
• Biographical information (resume) (in Ukrainian and English languages) with a 3x4 photograph.
• Consent to the processing of personal data (in Ukrainian and English languages).
• Recommendations (if available).
• Declaration regarding compliance with the criteria for independence of a member of the Supervisory Board of the GTSOU (in Ukrainian and English languages).
• Motivation letter regarding the fulfilment of functions as a member of the Supervisory Board (up to two pages in length, in Ukrainian and English languages).

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.

The candidate bears responsibility for the inaccuracy of the provided documents.

Documents should be submitted in Ukrainian and English till 18:00 (Kyiv time) October, 10, 2023 to the email address: [email protected].

For inquiries, you can contact phones +38 (044) 200 47 73 * 3241 or +38 (044) 200 44 84 (contact persons in the Secretariat of the Committee for the Appointment of Heads of Enterprises Especially Important for the Economy: Anastasiia Pasternak, Nataliia Dovhalenko).

The selection results will be published on the official website (https://www.mev.gov.ua/) (management entity - Ministry of Energy) in accordance with the Procedure for conducting the competitive selection of managers of entities in the state sector of the economy, approved by the resolution of the Cabinet of Ministers of Ukraine dated September 3, 2008, No. 777 "On Conducting Competitive Selection of Managers of Entities in the State Sector of the Economy".

Information on the financial and economic status is attached.

*Such documents may include:

•    a reference/extract from the human resources department of the respective company;

•    a tax declaration (from government authorities);

•    a recommendation letter from a supervisor;

•    employment (civil-law) contracts;

•    other documents.