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Announcement of selection for the positions of Independent Non-Executive Directors of the Supervisory Board of the Joint Stock Company “Ukrainian railways” (Ukrzaliznytsia)
29.09.2021 | 12:13

The Cabinet of Ministers of Ukraine, in accordance with the Procedure for carrying out competitive selection of candidates for the position of an independent member of the Supervisory Board of a state unitary enterprise and subsequent appointment of successful candidates, and for carrying out competitive selection of candidates for the position of an independent member of the Supervisory Board of an economic partnership, in which more than 50 percent of shares in the share capital are owned by the state (the mentioned candidates shall be proposed by a state-owned company for the election process of independent members of the supervisory board) approved by Resolution of the Cabinet of Ministers of Ukraine of March 10, 2017, No. 142, Resolution of the Cabinet of Ministers of Ukraine of September 3, 2008, No. 777,  and Resolutions of the Cabinet of Ministers of Ukraine of April 21, 2021, No. 363 “Some questions activities of the supervisory board of the Joint Stock Company "Ukrainian Railways” and of June 18, 2021, No. 754 “Some questions of the supervisory board of the Joint Stock Company "Ukrainian Railways” hereby announces a selection for the positions of 4 (four) independent members of the Supervisory Board of the Joint Stock Company “Ukrainian Railways” (Ukrzaliznytsia).

Name of the Company: Joint Stock Company “Ukrainian Railways” (JSC “Ukrainian railways”).

Business Address of JSC “Ukrainian railways”: 03150, street Jerzy Giedroyc, 5

Number of the Independent members of the Supervisory Board selected in the competition – 4 (four) persons.

Key Lines of Commercial Activity of the Company:

Satisfying the needs of the state, legal entities and individuals in safe and high quality domestic and international railroad transportation, works and services that are performed (provided) by the company, ensuring the efficient functioning and development of railroad transport, creating conditions for increasing the competitiveness in the industry as well as generating profits from business activities, in particular:

- providing transportation services of passengers, cargoes, in particular, hazardous cargoes, luggage, heavy luggage and mail by domestic and international railroad transport.

- providing services of access to the infrastructure of railroad transport and other services related to the use of infrastructure facilities.

- design, construction, maintenance, operation, reconstruction, repair, upgrading, technical modernization and other types of improvements of railroad infrastructure facilities.

- construction of railroads and metro.

- transportation of cargoes (movement of cargoes without entering into contracts of carriage) by railroads of public and non-public use.

- providing services of loading, reloading, unloading, weighting, accepting, issuing and fastening cargoes, checking the correctness of their loading and fastening.

- providing services of loading and unloading luggage, heavy luggage and mail on railroads of public and nonpublic use.

- providing securing services of cargoes accepted for transportation as well as guarding artificial structures, railroad infrastructure facilities and carrying out other guard activities.

- storage and warehouse storage of all types of cargoes including those that are under customs control as well as heavy luggage, luggage and hand-luggage of passengers.

- providing transportation and forwarding services, organizing transportation by railroad transport, organizing group or individual dispatches of cargoes.

- production, operation, modernization, roundhouse maintenance, current repairs and overhaul services, technical maintenance with the detachment of cars and the provision of technical maintenance services of the railroad rolling stock, containers and technical equipment that are operated in railroad transport.

- centralized management of freight car parks of different ownership in accordance with the strategic policy of the state, performance of words to operate terminals, provision of services of using terminals.

Requirements for the Supervisory Board Member Candidates for JSC “Ukrainian railways”:

The candidates are required to:

− availability of full civil capacity.

− have high education, particularly in (but not limited to) the fields of Operations and Logistics, Finance, Accounting or Audit, Technology, Human Resources, Law, Public Administration, Transport, Management, Engineering, Economics.

− have minimum of 10 years of professional experience in senior management roles in business, state-owned enterprises or government bodies, particularly in the areas of (but not limited to) Transportation, Logistics, Finance, Accounting and Audit, Investment, Management, Business administration, or Legal Practice, including at least 5-year experience as a top manager or an equivalent position (including but not limited to Chief Executive Officer, General Manager, General Director, Chairman or Member of the Board of Directors, Chairman or Member of the Supervisory Board (Board of Directors)).

− have an impeccable business reputation.

− knowledge of the national and European market of railway transportation, trends and prospects of the development of the railway infrastructure, understanding of the specifics of the work of national carriers of goods and passengers.

− meet the independence requirements defined by Ukrainian law* (see below).

− be proficient in at least one of the two languages: Ukrainian or English; Ukrainian is a plus but not mandatory.

− be able to commit to no less than 30 working days per year to discharging the responsibilities as a supervisory board member.

− not be, or not have been in the past five years, a founder, shareholder (participant), manager, supervisory board member, employee, or representative of, or have any significant business with, any entity on which personal, special economic, or other restrictive measures (sanctions) have been imposed by the Ukrainian government.

− absence of criminal conviction.

− adherence to the principles of impartiality and integrity.

The candidates should possess the following competencies:

− strong analytical ability.

− personal integrity and accountability.

− excellent interpersonal, communication and persuasion skills.

− solid understanding of financial management and corporate governance principles.

− well-developed conflict management, negotiation, and facilitation skills.

The candidate should have broad professional expertise in one or more of the following:

1. Strategic Management: developing and implementing a company’s long-term strategy, particularly, such that involves reorganization, restructuring, transformation of business model.

2. Railway Transportation: senior management experience in railway industry, railway infrastructure, tariff policy and pricing.

3. Operational Excellence and Process Modernization: setting up performance management systems, modernizing business model and business processes to ensure greater operational efficiency, greater customer satisfaction and goals accomplishment.

4. Finance and Audit: implementing financial management systems to ensure internal control, transparency and accountability and preventing corruption or inefficiencies; development and implementation of long-term investment programs.

5. Corporate Governance: applying best international corporate governance practices and ensuring effective supervisory board (board of directors) processes.

6. Compliance, Risk Management, Safety: developing and implementing risk management and compliance systems, ensuring meeting complex quality and safety requirements.

7. Multi-Geography/Culture and Multi-Stakeholders Experience: managing complex relationships in international environment, building successful partnerships with investors and stakeholders across geographies and cultures.

Preference will be given to candidates who have:

− prior experience of serving as a Board Member and/or Supervisory Board Member for organizations of similar size, complexity, and maturity.

− demonstrated ability to manage various stakeholders and meet their needs and interests.

− proven success record in large-scope organizational transformation and/or restructuring.

− experience of attracting investors and managing and restructuring international financial obligations in investment programs and enterprise development programs (loans, bonds, IPO, etc.).

− strong motivation to make a personal impact to the development of strategic industry for Ukraine;

− in the case of two candidates with the same areas of competence and sets of professional skills, preference will be given to a person who has experience in management positions in companies engaged in freight and passenger rail transportation industry.

*The candidate will conform to the following independence criteria of the Ukrainian law:

  • has not been a member of governing bodies for the past five years for JSC “Ukrainian railways” and / or its affiliated legal entities (subsidiaries, branches);
  • does not receive and / or has not received within the previous three years from JSC “Ukrainian railways” and / or its affiliated legal entities additional remuneration in excess of 5 percent of that person's total annual income for each of those years;
  • does not own (directly or indirectly) 5 percent or more of the authorized capital for JSC “Ukrainian railways”or is not an official or a person who performs managerial functions, and is also a natural person - entrepreneur who during the past year has had significant business relations with the company and / or its affiliated legal entities. (Business relations are the supply of goods to the company and / or its affiliates or the provision of services (including financial, legal, consulting), or the consumption of goods or services provided by the company and / or its affiliates.
  • is not and / or has not been an independent auditor for the previous three years for JSC “Ukrainian railways” and / or its affiliated legal entities;
  • is not and / or has not been an employee of an audit firm that provided audit services for the previous three years to JSC “Ukrainian railways” and / or its affiliated legal entities;
  • is not and / or has not been an employee for the previous three years of JSC “Ukrainian railways” and / or its affiliated legal entities;
  • is not a shareholder - the owner of the majority shareholding of JSC “Ukrainian railways” and / or is not a representative of the shareholder - the owner of the controlling stake in this company in any civil relations;
  • has not been a member of the JSC “Ukrainian railways” Supervisory Board for more than total 12 years;
  • cannot be the founder, shareholder (participant), chairman and / or member of the supervisory board of an enterprise, other business company operating in the same or related markets with JSC “Ukrainian railways” (according to part three of Article 112 of the Law of Ukraine "On Management of objects of state property ");
  • is not a close person to the persons mentioned in the provisions above. (For the purposes of this caveat, a close person is a cohabitant who has a shared life and has mutual rights and obligations with the person referred to in paragraph 9 of Part One of this Article of the Law of Ukraine on Joint Stock Companies (except for persons whose mutual rights and responsibilities are not family-related with the subject), including cohabiting persons, but not married, and (regardless of these conditions) spouse, father, mother, stepfather, stepmother, son, daughter, stepson, stepdaughter, sibling, grandfather, grandmother, great-grandfather, great-grandmother, grandson, granddaughter, great-grandson, great-granddaughter, son-in-law, sister-in-law, father-in-law, mother-in-law, adoptive parent or adopted son or adopted daughter, guardian or caregiver, a person under the guard or care of that person).
  • S/he has not received in the past five years from JSC “Ukrainian railways”, its subsidiary, branch, representative office or any other separated subdivision, any income, except for income in the form of remuneration for discharging the functions of a supervisory board member;
  • S/he holds no corporate rights in JSC “Ukrainian railways” or other economic entity mentioned above (as a single holder or jointly with affiliated persons) nor represents such a holder.

Expected functions of independent supervisory board members of JSC “Ukrainian railways”

Development and control over the implementation of the strategy

− Advise and consult on the process of development and approval of corporate strategy to ensure that it’s grounded in evidence-based analysis, supervision over business transformations to achieve organizational goals and institutionalize key organizational changes.

− Monitor the implementation of JSC “Ukrainian railways” strategy, which is achieved among other things by approving a short-term action plan, functional strategies and coordination of priorities proposed by the company’s management.

− Implement risk management policies and procedures.

− Approve proposed strategy, annual financial plan of JSC “Ukrainian railways” and relevant progress report.

− Approve key decisions related to development and reform activity of JSC “Ukrainian railways”.

− Approve the annual budget and business plans of the company as well as implement control over major capital expenditures.

− Identify performance indicators for the company’s management and ensure monitoring of the goals achievement, aimed at the implementation of the strategy, and initiate timely corrective action.

Corporate governance

− Ensure and promote public trust and transparency of JSC “Ukrainian railways” management.

− Introduce the best international standards of corporate governance for the benefit of JSC “Ukrainian railways” with regards to corporate governance of state-owned enterprises.

− Monitor the quality of the compliance with corporate governance standards, and regular assessment of governance process to improve the company’s performance and introduce necessary changes.

Control of the activities of the company’s management

− Ensure the recruitment and employment of the top management (Board of Directors and CEO/Management Board) of JSC “Ukrainian railways”, which will be highly committed and capable of implementing the company’s strategy, effectively managing the business, ensuring the achievement of the approved objectives and introducing the necessary organizational changes.

− Implement regular performance assessment of the top management and, when necessary, rotation and dismissal of managers; ensure adequate succession planning and internal pool of candidates for the key positions.

− Make decisions on the level of compensation of the top management, apply incentivizing plans and annual rewards based on the results of performance assessment and achieving annual individual and organizational objectives.

− Support JSC “Ukrainian railways” management in ensuring financial stability of the company in crisis.

− Ensure that all activities of the company’s management are done in a way that promotes public trust, transparency and non-discrimination.

Alignment of interests

− Ensure that the actions and intentions of the top management of the company are aligned with the best corporate governance practices, interests of the State and the Ukrainian people.

− Implement the best ethical standards and prevent the potential conflicts of interest regarding the managers, the Board of Directors members, the Supervisory Board members, including unlawful use of corporate assets, abuse in operations involving related parties and alike.

Audit and control

− Facilitate the introduction of efficient system of timely and accurate reporting in compliance with the existing and future accounting and independent audit standards; facilitate full and transparent disclosure of information according to the Ukrainian standards and principles as well best international practices, including supervision over regular independent audits.

− Select an external auditor for the company and determine the terms and conditions of the contract with such auditor, including such auditor’s remuneration.

− Establish an internal audit unit and control over its activity.

− Facilitate the institution of the proper control systems, in particular risk management, financial and operational control, cyber security, procurement and business resilience as well as compliance with the legal and regulatory framework in which the company operates according to the legislation of Ukraine and the best international practices.

− Ensure public trust by the use of the proper corporate governance system and protection of customers' rights in view of with best international practices.

Transparency and disclosure of information

− Ensure transparency, supervision over the process of information disclosure and the quality of communication on behalf of the company according to the competitive market principles, the Ukrainian regulatory framework and best international practices.

The following permanent committees must be established by the Supervisory Board:

1. the Audit Committee

2. the Remuneration Committee

3. the Nomination Committee

The Remuneration and the Nomination Committee can be combined.

The Supervisory Board can establish other permanent and temporary committees consisting of its members.

More details regarding functions of independent supervisory board members of JSC “Ukrainian railways” are stated in the p. 71 of the Charter of JSC “Ukrainian railways”, approved by the Resolution of the Cabinet of Ministers of Ukraine from the 02.09.2015, in the art. 52 of the Law on Joint stock companies № 514-VI, approved from the 17.09.2008.

For participation in the Competitive Selection an Applicant should submit Application for participation in the Competitive Selection (in English and Ukrainian languages).

Along with the Application there should be:

  • a copy of the identity document, a copy of the employment record (if any) or documents confirming work experience*, a copy of the document on higher education;
  • biographic reference (resume) (in Ukrainian and English) with photo 3*4;
  • consent to personal data processing (in Ukrainian and English);
  • statement on the meeting of independence criteria by a candidate to the Independent Member position of the Supervisory Board  (in Ukrainian and English);
  • motivation letter on performance of Independent Member of a Supervisory Board functions (with a volume of not more than two pages in Ukrainian and English).
  • reference letters (if available).

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

Documents are submitted till 16:45 (Kyiv time) October 29, 2021 in Ukrainian and English to e-mail address: [email protected] or to the correspondence address**: 01008, Kyiv, 12/2 Hrushevskoho M. str, Ministry of Economy of Ukraine.

Phone number for reference: +38 (044) 200 47 73 *3244, *3241, *3216 (the secretariat of the committee on the appointment of managers of enterprises of particular importance to the economy).

Information on financial and economic status: attached.

* Such a document can be:

  • HR certificate/reference;
  • tax declaration (from a state authority);
  • reference letter of the supervisor;
  • labour contracts;
  • other documents.

In the case when a document includes confidential or commercial information, or not-for-disclosure data, please make sure it is excluded.

** In case of sending documents in paper form to a postal address, please confirm such sending by e-mail or telephone.

The selection results will be published on the official website of the Ministry of Economy of Ukraine in accordance with the Procedure for competitive selection of heads of economic entities of the public sector of the economy, approved by the Cabinet of Ministers of Ukraine dated September 3, 2008 № 777 "On competitive selection of heads of economic entities of the public sector of the economy ".