According to the Law of Ukraine «About management of objects of state-owned property», Resolution of the Cabinet of Ministers of Ukraine № 142 dated 10.03.2017 «Certain Issues of Management of State Unitary Enterprises and Business Associations in which the State holds more than 50 per cent of the share capital», № 777 dated 03.09.2008 «On Competitive Selection of Heads of Public Sector Economic Entities», № 643 dated 31.05.2022 «Some issues of management of state property for the period of martial law», Order of the State Agency of Forest Resources of Ukraine № 116 dated 08.05.2024 «On announcement of competitive selection for the positions of independent members of the Supervisory Board of the State Specialized Forest Enterprise «Forests of Ukraine» Selection for the positions of independent members of the Supervisory Board of the State Specialized Forest Enterprise «Forests of Ukraine» in the amount of 3 (three) persons is announced.

Name of the company: State Specialized Forest Enterprise «Forests of Ukraine» (SFE «Forests of Ukraine»).

Address: Ukraine, Kyiv, Code – 44768034.

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

The SFE «Forests of Ukraine» ranks as one of the most prominent forest users in Europe and holds the distinction of being the largest in Ukraine. It operates under the auspices of the State Forest Resources Agency of Ukraine.

 This enterprise is responsible for managing approximately 6.6 million hectares of state-owned forest land.

Specializations of SFE «Forests of Ukraine» include:

• forest management, protection, conservation, sustainable utilization, and restoration;
• hunting management, protection, conservation, and sustainable utilization of the state hunting fund within the hunting territories allocated for the enterprise’s use.

More information on the activities of the SFE «Forests of Ukraine» is available on the website: https://e-forest.gov.ua/

Principles of the Supervisory Board composition

It is envisaged that the Supervisory Board will consist of 5 members in total, 3 of which are independent members and 2 are representatives of the state.

The Supervisory Board, within the competence defined by the charter of the SFE «Forests of Ukraine» and the legislation of Ukraine, manages the Enterprise, as well as controls and regulates the activities of the General Director.

Each independent member of the Supervisory Board of the SFE «Forests of Ukraine» must have experience, competencies and professional skills that are significantly different from those of other members of the Supervisory Board, thus creating a diverse board that provides comprehensive recommendations for the development and growth of the enterprise.

The Supervisory Board is formed on the following principles: collective suitability; diversity of composition; equality of requirements; professionalism; openness and transparency.

The principle of collective suitability provides that the members of the Supervisory Board have common/combined knowledge, skills, professional and managerial experience to the extent necessary (sufficient) to understand all aspects of the Enterprise’s activities, adequately assess the risks to which the Enterprise may be exposed, make informed decisions, as well as ensure effective management and control over the Enterprise’s activities in general, taking into account the functions assigned to the Supervisory Board by the legislation of Ukraine, the Enterprise’s charter and its internal regulations.

The principle of diversity of the Supervisory Board members implies that they have experience in various fields, taking into account the following key competencies and skills:

professional knowledge and experience in the field of environmental management, forestry, accounting and reproduction, protection and conservation of forests, as well as their sustainable use, and increase of forest productivity;

understanding of trends and prospects of development of the forestry industry (sphere), creation of conditions for increasing the Enterprise’s competitiveness, including under wartime and post-war conditions;

professional knowledge and experience in the field of finance and audit;

awareness of risk management and compliance;

knowledge and experience in corporate governance;

strategic management and change management;

operational efficiency;

crisis management;

professional knowledge and experience in the legal field – particularly, a demonstrated understanding of domestic environmental laws and regulations, as well as of EU standards/the EU alignment process undertaken by Ukraine in this domain and the implications for Ukrainian forestry activities;

conflict management and negotiation skills.

The principle of equality of requirements stipulates that the requirements for candidates proposed for election (appointment) to the Supervisory Board shall be the same for all members of the Supervisory Board, except for the criterion of independence for candidates for the positions of independent members of the Supervisory Board as defined by the law and this Regulation.

The principle of professionalism requires that the members of the Supervisory Board have an appropriate professional level and professional experience.

The principle of openness and transparency provides for the formation of the Supervisory Board in accordance with the requirements set forth by law.

Expected functions of the Independent members of the Supervisory Board of the SFE «Forests of Ukraine»:

• Participation in Committees’ work.

The Supervisory Board may form standing and temporary Committees. Standing Committees, such as the Audit Committee, the Nomination and Remuneration Committee should be formed within the Supervisory Board. The members of the Supervisory Board who will be members of the committees should meet the requirements for competence in matters relating to the key functions and responsibilities of the respective committees. Each position of a member of the Supervisory Board has the following key functional elements, which are mandatory for the performance of the following functions.

• Development and monitoring of strategy implementation.

Developing and approving the company's strategy and financial plan based on evidence-based analysis, overseeing the business transformation process to achieve the goal and approving key organisational changes.

Analysing and monitoring the implementation of the strategy of the SFE «Forests of Ukraine» by approving a short-term action plan, functional strategies and agreeing on the priorities proposed by the company's management.

Oversight of risk management policies and procedures.

Approval of the annual budget and business plan of the enterprise, as well as oversight of major capital expenditures, acquisition and disposal of property.

Determining indicators for assessing the efficiency of the company's management and regularly monitoring the achievement of goals aimed at implementing the strategy and taking the necessary measures in a timely manner.

• Corporate Governance.

Taking appropriate transparency measures to increase public trust in the SFE «Forests of Ukraine», as well as ensuring that the top management adheres to the principles of transparency and complies with the laws and regulations of Ukraine.

Monitoring the effectiveness of the SFE «Forests of Ukraine» governance practices and making changes as needed.

Playing a key role in the implementation of the best international corporate governance standards for the SFE «Forests of Ukraine», taking into account the peculiarities of corporate governance of the state enterprise.

Ensuring compliance of the corporate governance system with the best national and international corporate governance standards, regular assessment of its impact on the company's performance, and implementation of changes in corporate governance practices (transformation of the existing corporate governance system).

Ensuring proper interaction between the company, the owner and key stakeholders.

• Control of the company's management.

Regular assessment of the performance of senior management and, if necessary, rotation or dismissal of managers; management of personnel reserves for key positions of the company.

Decision-making on the level of compensation of senior management, application of the incentive scheme and annual payments based on the results of performance evaluation and achievement of annual personal goals and objectives of the enterprise.

Assistance in ensuring financial stability of the enterprise in crisis conditions by the Director General of the SFE «Forests of Ukraine».

• Alignment of interests.

Ensuring that the actions and motivation of the company's senior management are in line with the best corporate governance practices and the interests of the state and the people of Ukraine.

Implementation of the best ethical standards and prevention of potential and actual conflicts of interest among management, members of the management board, supervisory board, including misuse of corporate assets, abuse of related party transactions, etc.

• Audit and control.

Promoting the implementation of an effective system of timely and reliable reporting in accordance with current and future independent audited accounting standards, full and transparent disclosure of information in accordance with the standards and principles established in Ukraine and the EU, including oversight of regular independent audits.

Promoting the implementation of appropriate control systems, including risk management systems, financial and operational controls, cybersecurity, business stability, and compliance with the regulations within which the company operates (compliance).

Ensuring public trust through an appropriate system of enterprise governance.

• Transparency and disclosure of information.

Promoting transparency, oversight of the information disclosure process and the quality of the company's communications in accordance with the principles of a competitive market and the laws and regulations of Ukraine and the EU.

• Consulting.

Advising the Company's management on complex issues, supporting key transformation projects and organisational changes of the Company through work in the Supervisory Board committees, including the Audit Committee, Nomination and Remuneration Committee.       

Required competencies of future independent members of the Supervisory Board of the SFE «Forests of Ukraine»:

• Operational efficiency:

• Experience in senior positions in production management (Operations Director, Director of Production Planning and Control, etc.) in the forestry/timber industry or primary commodities more broadly;
• Experience in managing operational processes, production planning, resource management, and the efficiency and social and environmental sustainability of production;
• Understanding of financial aspects of production, budgeting and efficient use of resources.

• Business strategy and development:

• Experience in management positions in large companies (CEO, Member of the Management Board, Member of the Supervisory Board, etc.), preferably related to primary commodities and/or environmental management;
• Successful experience in managing strategy development or transformation projects in the forestry/timber industry, including demonstrated experience of developing sustainable resource exploitation and commercialisation strategies, and demonstrated knowledge of the forestry value chain and global markets;
• Experience in managing capital investment projects, preferably related to primary commodities and/or environmental management;
• Experience in developing, implementing and automating effective business processes;
• Skills of successful management in conditions of uncertainty, ability to initiate and manage the process. Ability to create a clear vision of the company's strategy and development.

• Corporate governance and compliance;

• Experience in the Management Board or Supervisory Board of large companies, and a clear understanding of the status, missions, and responsibilities of a Supervisory Board;
• Experience in the field of compliance in senior positions (Chief Compliance Officer, Chief Risk Officer, etc.);
• Deep understanding of corporate governance principles and practices;
• Successful experience in building a corporate governance system and/or its transformation);
• Understanding of important legal norms and standards related to the company's activities.

• Finance and Audit:

• Experience of work in finance and audit areas in managerial positions (Member of the Board responsible for Finance, Partner of an Audit or Consulting Firm, Member of the Supervisory Board);
• Experience in the development of a business / financial plan of the company and budgeting;
• Experience in ensuring efficient and purposeful use of material and financial resources, management of the company’s profitability while accounting for social and environmental sustainability principles;
• Experience in developing recommendations for improving the efficiency of projects / investments, improving the financial stability of the company;
• Investment analysis skills (analysis of transactions / investments / operations from economic, market, financial and other points of view);
• Experience in developing internal control systems and execution of companies’ audits.

• Legal and Regulatory Aspects and International Relations:

• Practical understanding of domestic environmental law and regulations, as well as of EU standards/the EU alignment process undertaken by Ukraine in this domain;
• Understanding of global political, economic and social trends related to primary commodities and their markets;
• Understanding of international economic relations, as well as trade networks, barriers and opportunities, in particular related to primary commodities.

• Risk Management:

• Experience in Risk Management (Chief Risk Officer, Director of Risk and Compliance Department);
• Demonstrated ability to identify risks, develop strategies for their management and minimize the negative impact on the company – particularly social and environmental risks;
• Successful experience in developing and implementing risk management processes, including risk identification, analysis, assessment and minimization;
• In-depth understanding of Risk Management methods and tools, such as SWOT analysis, FMEA.

Candidates must meet the following requirements:

A candidate for the position of an independent member of the Supervisory Board must be able to devote sufficient time to participate in the work of the Supervisory Board of the SFE «Forests of Ukraine» and not be a member of the Supervisory Board or management body of more than three companies at the same time, undertake to perform the duties of a member of the Supervisory Board for at least 20 working days per year, and/or participate in at least 75% of the total number of meetings of the Supervisory Board and/or its committees; the candidate must meet the criteria of independence established by the legislation of Ukraine.

It will be an advantage:

• experience in developing or managing complex projects in the field of organisational change (business model transformation, organisational restructuring, mergers/acquisitions);
• knowledge of the legal acts regulating the forest industry, understanding of the peculiarities and specifics of the EU and international forest industry market, global trends and prospects for the development of this industry;
• work experience in international specialised associations, supervisory authorities or regulators;
• knowledge in the field of audit.

Requirements for the independence of members of the supervisory board, as defined in Article 11³ of the Law of Ukraine «On the Management of State Property», namely, a person cannot be an independent member of the supervisory board who:

• is or has been an official of the SFE «Forests of Ukraine» or its subsidiary, branch, representative office and/or other separate subdivision within the last five years, except for holding the position of an independent member of the Supervisory Board;
• is or has been an employee of the SFE «Forests of Ukraine» or its subsidiary, branch, representative office and/or other separate subdivision within the last three years;
• is an affiliated person (within the meaning of this term in the Law of Ukraine «On Joint Stock Companies») of the SFE «Forests of Ukraine» and/or its shareholders (participants), or its subsidiary, branch, representative office and/or other separate subdivisions and/or their officials;
• receives or has received during the previous three years from the SFE «Forests of Ukraine», or its subsidiary, branch, representative office and/or other separate subdivision any income, except for income in the form of remuneration for performing the functions of a member of the Supervisory Board;
• owns (directly or indirectly) 5 per cent or more of the authorised capital of the SFE «Forests of Ukraine» (independently or together with affiliated persons) or represents the interests of such owner;
• is a civil servant or representative of the state;
• is an independent auditor of the SFE «Forests of Ukraine», its subsidiary, branch, representative office or other separate subdivision or was an independent auditor for a certain period during the last three years preceding her appointment (election) to the Supervisory Board;
• participates in the audit of the SFE «Forests of Ukraine» or its subsidiary, branch, representative office and/or other separate subdivision as an auditor working as part of an audit firm, or participated in such an audit during a certain period for the last three years preceding his/her appointment (election) to the Supervisory Board;
• has or has had during the last year a material business relationship with the SFE «Forests of Ukraine», its subsidiary, branch, representative office or other separate subdivision directly as an individual entrepreneur or as a shareholder (participant), manager 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 regulation on the Supervisory Board;
• has been a member of the Supervisory Board of the SFE «Forests of Ukraine» for more than 12 years;
• is a close person to the persons referred to in clauses 1-10 of part one of this Article (the term ‘close person’ is used in the meaning defined in the Law of Ukraine «On Prevention of Corruption»);

Competitive selection process

Announcement of the competition

Receiving and evaluating the submitted documents from the candidates

Interviews with potential candidates conducted by the recruitment consultant

Identification and shortlisting of candidates and submission of the shortlist to the Nomination Committee by the recruitment consultant

Interviews with shortlisted candidates conducted by the Nomination Committee

Determination of the winners by the Nomination Committee

Compensation

The independent members of the Supervisory Board of the SFE «Forests of Ukraine» will receive remuneration in the amount and in the manner prescribed by the legislation of Ukraine.

To participate in the selection, the applicant shall personally submit and/or send an application for participation in the selection (in Ukrainian and/or English).

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

Along with the application:

• a copy of the identity document and proof of citizenship, information on employment from the register of insured persons of the State Register of Compulsory State Social Insurance or copies of the employment record book (if any) or documents confirming work experience*. Such information must include the exact period of work, job titles, the general set of duties performed in these positions, and the number of employees subordinate to the applicant; 
• a copy of the document on higher education;
• copy of documents on postgraduate education and/or professional skills (if any);
• a biographical statement (CV) (in Ukrainian and English with a colour photo 3*4);
• consent to the processing of personal data (in Ukrainian and/or English);
• recommendations (if available);
• statement on compliance with the criteria of independence of a candidate for the position of a member of the supervisory board (in Ukrainian and/or English);
• the applicant's questionnaire in the form according to the Annex (in Ukrainian only);
• a copy of the certificate of 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.

The relevant documents must clearly reflect the information.

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

Documents are submitted from August, 15,  2024 until 18:00 (Kyiv time) September, 13, 2024 in Ukrainian and/or English to the following e-mail address: [email protected].

Phone number for inquiries: +38 (044) 200 47 73 *3241 or +38 (044) 200 44 84 (contact persons of the Secretariat of the Committee for Appointment of Heads of Enterprises of Particular Economic Importance): Tetiana Sverediuk, Natalia Dovhalenko).

The results of the competitive selection shall be published on the official website of the State Agency of Forest Resources of Ukraine in accordance with the Procedure for 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 competitive selection of candidates for the position of an independent member of the supervisory board of a business company in which more than 50 per cent of the authorised capital is owned by the state, proposed by the state-owned entity for election as independent members of the supervisory board, approved by Resolution of the Cabinet of Ministers of Ukraine №. 142 dated 10 March 2017.

Information on the financial and economic status is attached.

* This document may include:

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