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Announcement of selection for the position of an Independent Non-Executive Director of the Supervisory Board of the Private Joint Stock Company “National Power Company “Ukrenergo” (NPC “Ukrenergo”)
26.08.2021 | 10:30

In accordance with the Procedure for the competitive selection of candidates for the position of an independent non-executive director 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 non-executive director of the supervisory board of a business company, in the authorized capital of which more than 50 percent of shares (interest) belong  to the state, proposed by the subject of management of state-owned objects prior to the election to the position of independent non-executive director of the Supervisory Board, approved by the Resolution of the Cabinet of Ministers of Ukraine from March 10, 2017 No. 142, the Resolution of the Cabinet of Ministers of Ukraine dated September 3, 2008 No. 777 “On competitive selection of heads of economic entities of the public sector of the economy" and Order of the Ministry of Finance of Ukraine dated  July 19, 2021 No. 401 “Some issues of the supervisory board of the Private Joint Stock Company “National Power Company “Ukrenergo” competitive selection for 4 (four) positions of the independent member of the Supervisory board of Private Joint Stock Company “National Power Company “Ukrenergo”  is announced.

Company name: the Private Joint Stock Company “National Power Company “Ukrenergo” (NPC “Ukrenergo”, company).

NPC “Ukrenergo” place of location: 25 Symona Petliury str., Kyiv, Ukraine, 01032.

Number of the Independent Non-Executive Directors of the Supervisory Board selected in the competition – 4 (four) persons.

NPC “Ukrenergo” is a private joint stock company with 100% state-owned shares, managed by the Ministry of Energy of Ukraine. NPC “Ukrenergo” is the transmission system operator of Ukraine with the functions of operational and technological control of the Integrated Power System of Ukraine (IPS), transmission of electricity via trunk power grids from generation to distribution networks, as well as commercial metering administrator and settlement administrator in the electricity market of Ukraine.

NPC “Ukrenergo” ensures:

  • of production and consumption of electricity and capacity in the power system in real time;
  • the operation and development of trunk and interstate power grids;
  • the parallel operation of the power system of Ukraine with the power systems of neighbouring countries;
  • the technical possibility of export / import of electricity to 4 countries of the European Union and neighbouring countries.

NPC “Ukrenergo” has been actively working on a strategic goal – integration of the IPS of Ukraine into the European Network of Transmission System Operators for Electricity, ENTSO-E. On 28 June 2017, the Agreement on the conditions for the future interconnection of the power systems of Ukraine and Moldova with the power system of Continental Europe was signed. Since then, the company has been systematically moving towards the integration roadmap implementation. An operational agreement on the establishment of a joint Ukraine/Moldova control unit has been signed. Based on the results of 2020, NPC “Ukrenergo” has fully completed the data collection and preparation for building a mathematical model of the Ukrainian power system and studying its steady state and dynamic stability during synchronous operation with the European power system. In October 2020, final data for such studies was provided to ENTSO-E Consortium consisting of six European TSOs, namely 50Hertz (Germany), PSE S.A. (Poland), MAVIR (Hungary), SEPS (Slovakia), Transelectrica (Romania), and EMC (Serbia). The Consortium confirmed the data sufficiency and, according to the Service Contract concluded with NPC “Ukrenergo” in 2019, in the second half of 2021, it should complete steady state and dynamic stability studies of the power system and determine the technical possibility of the synchronous operation of the IPS of Ukraine with the ENTSO-E Continental Europe power system. In 2020, the Catalogue of Measures for the Integration of the IPS of Ukraine into ENTSO-E was updated in accordance with the requirements of the EU network codes and ENTSO-E Synchronous Area Framework Agreement (SAFA), which replaced the earlier Operation Handbook (a collection of rules and recommendations for the operation of ENTSO-E network).

Also, while preparing the IPS of Ukraine for synchronization with ENTSO-E, NPC “Ukrenergo” implements many projects for construction and rehabilitation of power grids to improve the resilience of power supply to border areas and the operation of interconnectors.

NPC “Ukrenergo” is one of the key players in the electricity market, which performs the functions of the administrator of commercial metering and the administrator of settlements, as well as its obligations to ensure the public interest (PSO) in the functioning of the electricity market.

For more information about NPC “Ukrenergo” please visit: https://ua.energy/  

Principles of formation of the Supervisory Board of NPC “Ukrenergo”:

  1. The Supervisory Board of the Company is formed taking into account the activities and strategies of the Company, by the election of independent members on the basis of a competitive selection and a decision-making on the appointment of state representatives in accordance with the law.
  2. The Supervisory Board has seven members, four of whom must meet the criteria of independence and the requirements established by law. The Company now organizes a search for candidates for four Independent Members of the Supervisory Board.
  3. The formation of the Supervisory Board is established in accordance with the principles of transparency, objectivity, honesty and publicity of the results of the formation, independence, diversity of areas of competence and the set of professional skills of the members of the Supervisory Board.

Transparency means the formation of a Supervisory Board based on the results of competitive selection for independent members and the appointment of state representatives in accordance with the requirements set by law.

Objectivity means an impartial selection procedure based on an assessment of the qualifications of candidates.

Publicity of the results of the formation means the promulgation of the results of the supervisory board formation within the time, the limits and in the manner prescribed by law.

Independence involves the election to the Supervisory Board of independent members who are not civil servants or state representatives and are free from any material interests or relations with the Company, which may jeopardize the adoption of an objective decision.

The member of the Supervisory Board of the Company may not be a person who is a founder, shareholder (participant), chairman and/or member of the supervisory board of an enterprise, another business entity engaged in the same or adjacent market, as well as a person who is a founder, shareholder (participant), the head of the business entity (including a foreign one), which carries out activities of the production (extraction) and/or supply of electricity (natural gas), exercises sole or joint control over at least one business entity (including a foreign one), which carries out activities of the production (extraction) and/or supply of electricity (natural gas), or enjoys any right in respect of at least one business entity that carries out activities of the production (extraction) and/or supply of electricity (natural gas) or for the last three years has been or is an employee of a business entity engaged in the production and/or supply of electricity.

Diversity means that each member of the Supervisory Board has such experience, competencies in such areas and such professional skills that differ significantly from the skills of other members of the supervisory board, which generally provides the most diverse set of experience, areas of competence and professional skills.

       4. Any form of discrimination based on age, sex, physical integrity, nationality, ethnic origin or citizenship is prohibited in the formation of Supervisory Board in accordance with the law.

According to the Supervisory Board formation principles of Private Joint Stock Company “National Power Company “Ukrenergo”  the candidate for the position of the Independent Non-Executive Director of the Supervisory Board should satisfy the following requirements:

Potential Candidates must meet the following requirements:

  • Higher education, preferably in such areas as “Power engineering”, “Management and Administration”, “Economics”, “Finance”, “Audit”, “International Relations”, “Law”;
  • At least 5 years of management experience;
  • Knowledge of the national and European electricity market, trends and prospects for the development of the electricity sector, understanding of the specifics of the European network of electricity transmission system operators;
  • Understanding the specifics of the European institutions, including the European Commission and the Energy Community, etc;
  • Experience of liaising with energy regulators at the national and/or international levels;
  • Knowledge of Ukrainian and/or English languages;
  • Full civil capacity;
  • No outstanding convictions;
  • Adhere to the principles of impartiality and integrity;
  • Impeccable professional reputation;
  • A candidate is not and has not been, for the past six years the founder, shareholder (participant), manager, non-executive director of the supervisory board, employee or representative of the person to whom the Government of Ukraine has applied personal, special economic or other restrictive measures (sanctions).

2. The candidate must satisfy the following independence criteria according to the legislation of Ukraine:

  • has not been a member of governing bodies for the past five years for Private Joint Stock Company “National Power Company “Ukrenergo” and / or its affiliated legal entities (subsidiaries, branches);
  • does not receive and / or has not received within the previous three years from Private Joint Stock Company “National Power Company “Ukrenergo” 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 Private Joint Stock Company “National Power Company “Ukrenergo” 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 Private Joint Stock Company “National Power Company “Ukrenergo”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 Private Joint Stock Company “National Power Company “Ukrenergo” and / or its affiliated legal entities;
  • is not and / or has not been an employee for the previous three years of Private Joint Stock Company “National Power Company “Ukrenergo” and / or its affiliated legal entities;
  • is not a shareholder - the owner of the majority shareholding of Private Joint Stock Company “National Power Company “Ukrenergo” 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 Private Joint Stock Company “National Power Company “Ukrenergo” 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 Private Joint Stock Company “National Power Company “Ukrenergo” (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).

Required competencies:

1. Business strategy and development:

Experience of successful strategy development and implementation for large enterprises;

Experience of the development and management of complex projects of organizational changes (transformation of business models, organizational restructuring);

Skills of successful management under uncertainty, ability to initiate and manage the process. The ability to create a clear vision of the company strategy and its development

2. Regulatory Affairs:

Experience of interaction with regulatory and inspection authorities in the energy sector;

Experience of work with the regulatory framework of the energy sector in Ukraine and the European Union

3.Legal support:

Knowledge of legal and regulatory acts governing the company. Ability to navigate changing legislation. Skilled in legal risks assessment and management;

Deep practical knowledge in various areas of law (Ukrainian and/or international). Experience in legal concept and mechanisms development;

Profound understanding of Corporate Governance principles and foundations.

4. Finance and audit:

Experience in development of a business / financial plan of the company and budgeting;

Experience in ensuring of efficient and purposeful use of material and financial resources, management of the company’s profitability;

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.

A member of the supervisory board must have professional competence in at least one of the above areas. 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 managerial experience in Transmission System Operators – members of ENTSO-E.

Expectant functions of Supervisory Board Members of NPC “Ukrenergo”:

The Supervisory Board may form standing and temporary Committees. Standing Committees such as the Audit Committee, the Remuneration Committee, and the Nomination Committee. Each position of a Member of the Supervisory Board has such key functional elements that are mandatory for the following functions:

Development and monitoring of strategy implementation

  • Consulting in the process of development and approval of corporate strategies formed on evidence-based analysis, supervision over business transformation for achieving the aim of development of competitive electricity market and approval of key organizational changes.
  • Control over the implementation of the strategy of NPC “Ukrenergo” by approving short-term action plan, functional strategies and coordination of priorities proposed by the company’s management.
  • Implementation of risk management policies and procedures.
  • Approval of the strategy, annual financial plan of the company and report on its implementation, as well as control over operational decision of the company.
  • Control over major capital expenditures, acquisition and alienation of property according to the 10-year network development plan approved by the regulator and tariffs adapted thereto.
  • Identifying performance indicators for the company’s management and regular monitoring of achieving the goals aimed at the implementation of the strategy, and timely taking of necessary measures.

Corporate Governance

  • Taking appropriate measures to ensure transparency for public confidence increase in NPC “Ukrenergo”.
  • Implementation of the best world standards of Corporate Governance for NPC “Ukrenergo” for state-owned enterprises corporate governance.
  • Ensuring compliance of the corporate governance system with the best national and world standards of corporate governance, regular assessment of its impact on the company's performance, as well as implementation of changes in corporate governance practices.

Control over the activities of the Management:

  • Ensuring recruitment and employment of the top management (Board of Directors) of
    NPC “Ukrenergo” committed and able to implement the company’s strategy, effectively manage the business, ensure the achievement of the approved objectives and introduce the necessary organizational changes.
  • Regular assessment of the top management performance and, where necessary, rotation and dismissal of managers; the pool of candidates for the company’s key positions management.
  • Taking decisions on the level of compensations to the top management, applying the schemes of incentives and annual rewards based on the results of assessment of performance and achieving of annual personal objectives and the company’s objectives.
  • Facilitating the Board of Directors of NPC “Ukrenergo” in ensuring financial stability of the company in crisis.
  • Ensuring that the company’s managers have public trust, observe the principles of transparency, non-discriminatory access to utilities infrastructure in compliance with the legal and regulatory framework of Ukraine and the EU.

Alignment of interests:

  • Ensuring that the actions and motives of the top management of the company comply with best corporate governance practices, interests of the State and the Ukrainian people.
  • Introduction of best ethical standards and prevention of potential or real conflicts of interest among the managers, Members of the Board of Directors, the Supervisory Board, including diversion of corporate assets, abuse in operations relating to related parties etc.

Audit and control:

  • Facilitating the introduction of efficient system of timely and accurate reporting in compliance with the existing and future independent audit standards for accounting, facilitating full and transparent disclosure of information according to the Ukrainian and EU energy standards and principles of Ukraine and EU, including supervision over regular independent audits.
  • Election of an independent auditor for the company and determination of the terms of the contract concluded with him, setting the amount of payment for his services.
  • Formation of the internal audit department and control of its activities.
  • Facilitating the introduction of proper control systems, including but not limited to risk management system, financial and operational control, cyber security, business continuity systems, procurement systems, as well as compliance with the legal and regulatory framework of Ukraine and EU as well as best international practices.
  • Ensuring public trust by introducing a proper corporate governance system and protection of customers based on world best practices.

Transparency and disclosure of information:

  • Facilitating the transparency, supervision over the process of information disclosure and the quality of communications on the part of the company according to the competitive market principles and the Ukrainian and the EU legal and regulatory frameworks based on world best practices.

To participate in the selection, the applicant personally submits and / or sends by e-mail an application for participation in the selection (in Ukrainian and English).

The application must contain applicant’s detailed information (applicant’s full name, applicant’s address of registration and the address for correspondence, contact phone number, e-mail address).

List of the document to be attached to the application:

  • a copy of an identity document, a copy of the employment record book (if available) or documents confirming the availability of work experience*, a copy of a document of higher education;
  • biographical information (summary) (in Ukrainian and English);
  • consent to personal data processing (in Ukrainian and English);
  • recommendation letters (if available);
  • application on correspondence to the criteria of Independent Non-Executive Director of a Supervisory Board of the company (in Ukrainian and English);
  • motivation list on performance of Independent Non-Executive Director of a Supervisory Board functions (shall not exceed two pages, in Ukrainian and English).

The applicant may submit other documents that will confirm his professional and / or moral qualities.

Relevant documents shall be submitted in Ukrainian and English and must clearly reflect the information.

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

Documents are submitted till 16:45 (Kyiv time) September 24, 2021 in Ukrainian and English to e-mail address: cv.ukrenergo@me.gov.ua 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*3241,*3216,*3244 (the secretariat of the committee on the appointment of managers of enterprises of particular importance to the economy).

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 ".

Information on financial and economic status is attached.

* Such a document can be:

  • certificate / extract from the personnel management department of the respective company;
  • tax return (from the state authorities);
  • reference (recommendation) letter of the head;
  • employment (civil) contracts;
  • other documents.

If the document contains confidential or commercial information, please make sure that it is excluded (deleted).

** If you send documents in paper form to the postal address, please confirm such sending by e-mail or telephone.


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