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Announcement of the selection for the position of Independent Non-Executive Directors of the Supervisory Board of the state enterprise “Ukrainian Sea Ports Authority” (“USPA”)
01.11.2021 | 17:07

According to the Procedure for competitive selection of candidates for the position of 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 Independent Member of the Supervisory Board of a 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 Member of the Supervisory Board, approved by the Resolution of Cabinet of Ministers of Ukraine dated March 10, 2017 № 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”, the Orders of Ministry of infrastructure of Ukraine from August 20, 2020 No. 531 and from September 2, 2020 No. 177 competitive selection for  2 (two) positions of the Independent Non-Executive Directors of the Supervisory board of the state enterprise “Ukrainian Sea Ports Authority” is announced.

Company Name: the state enterprise “Ukrainian sea ports authority” (“USPA”, the Company)

USPA place of location: legal address: 14 Peremohy Ave., Kyiv, 01135, actual address: Lanzheronivska str., 1, Odessa, 65026

Number of the Independent Non-Executive Directors of the Supervisory Board selected in the competition – 2 (two) persons.

Ukrainian Sea Ports Authority (USPA) is one of the largest state enterprises, which has strategic importance for the economy and security of Ukraine.

The USPA was founded in 2013 as a result of the maritime industry reform of Ukraine to manage state property in the seaports and to use it efficiently, create mechanisms to attract investments in the port infrastructure for its development and stable business performance. There are other tasks of the USPA, like maintenance of the passport depths of the ports’ water area and ensuring safety of navigation, etc.

The USPA is part of the management of the Ministry of Infrastructure of Ukraine and unites Ukrainian seaports and other infrastructure objects, contributing to the development and competitiveness of each of them. The structure of the enterprise consists of the head office in Kiev, Delta-pilot and Dredging fleet branches and 13 branches in the seaports of Ukraine.

USPA works for the state and business, covering every day the whole range of tasks in the port and at sea – starting from improving the legislative base to ensuring cargo transportation and safety of navigation.

The mission of “USPA” is to facilitate the development of Ukraine’s maritime transport infrastructure and increase the competitiveness of Ukrainian sea ports in the Azov-Black Sea basin by means of creating necessary conditions for the economic activity of maritime terminals and enterprises whose main products and/or raw materials are subject to exports-imports transactions being handled in the sea ports as cargo.

Goals:

  • Providing for proper functioning of sea ports;
  • Arrangement and ensuring the safety of navigation;
  • Maintenance, efficient use and modernization of state property assigned to USPA on the right for economic operations and gaining of profit.

For more information about “USPA” please visit: http://www.uspa.gov.ua/

EXPECTED FUNCTIONS OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE SUPERVISORY BOARD OF “USPA”:

The Supervisory Board may form Committees out of the members of the Supervisory Board. Standing Committees are the Audit Committee and the Nomination & Remuneration 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 company’s goals.
  • Control over the implementation of the strategy of “USPA” by approving short-term action plan, functional strategies and coordination of priorities proposed by the CEO.
  • 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.
  • Identifying performance indicators for the CEO 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 “USPA”.
  • Implementation of the best world standards of Corporate Governance for “USPA” 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 CEO:

  • Ensuring recruitment and employment of the CEO of  “USPA” 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 CEO performance.
  • Taking decisions on the level of compensations to the CEO, 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.

Alignment of interests:

  • Ensuring that the actions and motives of the CEO 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 CEO and 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 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.
  • Standing internal audit department.
  • Facilitating the introduction of proper control systems, including but not limited to risk management system, financial and operational control, cyber security, business continuity 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.

POTENTIAL CANDIDATES MUST MEET THE FOLLOWING REQUIREMENTS:

  • Higher education, preferably (but not limited to) in such areas as “Management and transport administration”, “Transport”, “Engineering”, “Finance”, “Economics”, “Accounting and audit’, “Production and technology”, “Business administration”, “International relations”, “Law”, additional higher education, MBA will be an advantage;
  • At least 5 years of management experience in the following areas:
  • management of large enterprises;
  • corporate governance;
  • management and business development;
  • operational management;
  • strategic management and business development in the field of operation and development of port infrastructure  and /or transport logistics;
  • navigation safety assurance;
  • risk management;
  • finance and audit;
  • investment activities;
  • Full civil capacity;
  • Impeccable professional reputation;
  • Adhere to the principles of impartiality and integrity;
  • No outstanding convictions;
  • Leadership qualities and change management;
  • Meet the independence requirements defined by the Ukrainian law;
  • Knowledge of Ukrainian and/or English languages;
  • Knowledge of the legislative acts of Ukraine and EU states, governing the functioning and development of port infrastructure, navigation safety assurance, conditions of the business environment, understanding of global trends, development prospects of the maritime transport sector, the functioning of the maritime transport, development of its infrastructure, the acts of international organizations - International Maritime Organization, International Maritime Satellite Organization, etc.;
  • Knowledge of the local and / or European market of port infrastructure and maritime shipping, its trends and prospects;
  • May not be and has not been for the previous six years the founder, shareholder (participant), manager, member of the supervisory board, employee, or representative of a person to whom the Government of Ukraine has applied personal, special economic, or other restrictive measures (sanctions);
  • Have no criminal record for a crime, except for the cases when such criminal record has been expunged or revoked in the manner prescribed by law (except for a rehabilitated person), or who during the last year has not been imposed an administrative penalty for committing a corruption offense;
  • Has not been convicted for a corruption offense that has entered into force or for an offense that is related to corruption.

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

  • He/she is not and in the past five years have not been an officer of the Company or its subsidiary, branch, representative office and/or other separate division;
  • He/she is not and in the past three years have not been an employee of the Company or its subsidiary, branch, representative office and/or other separate division;
  • He/she is not an affiliated person (within the meaning of the Law of Ukraine “On Joint Stock Companies”) of the Company and/or its shareholders (participants), or of its subsidiary, branch, representative office and/or other separate divisions and/or officers;
  • He/she is not receiving and have not received any income from the Company or its subsidiary, branch, representative office and/or other separate division, except for the income in the form of remuneration for the fulfillment of the functions of a Supervisory Board member;
  • He/she does not hold any corporate rights in the Company (independently or together with affiliated persons) and do not represent the interests of such holder;
  • He/she is not a government official or a representative of the government;
  • He/she is not an auditor of the Company and have not been one over a certain period in the past three years preceding my appointment (election) to the Supervisory Board;
  • He/she does not participate in the auditing of the Company or its subsidiary, branch, representative office and/or other separate division as an auditor employed by an audit firm; neither have I participated in such auditing over a certain period in the past three years preceding my appointment (election) to the Supervisory Board;
  • He/she has not had in the past year any business or civil relations with the Company or its subsidiary, branch, representative office and/or other separate division either directly or as a shareholder (participant), manager or member of an executive body of the economic entity that has had such relations;
  • He/she has not worked in the position of an independent member of the Supervisory Board of the Company in the past three terms;
  • He/she is not a close person to the persons specified in the present paragraph (the term “close person” has the meaning provided to it by the Law of Ukraine “On Prevention of Corruption”).

The applicant shall possess one or more of the following professional competencies:

  • strategic management – experience in the development and implementation of a long-term development strategy of the company;
  • management of activities of business entities in the field of functioning and development of port infrastructure, navigation safety assurance;
  • operational efficiency – experience of organizational transformations and implementation of changes to the business management model for the sake of operational efficiency improvement;
  • finance and audit – experience of transformation of the financial management system and implementation of the internal audit and internal control system;
  • corporate governance – experience in the implementation of the best corporate governance practices and organization of work of the Supervisory Board (Board of Directors);
  • digitalization of logistics processes and services – experience in the implementation of automation of business processes, corporate information systems etc.;
  • compliance and risk management, and experience in the implementation of such systems.

Would be an advantage:

  • Proven experience working in large European and international marine companies;
  • Experience in preparation and implementation of the public-private-partnership projects, including but not limited to concession projects;
  • Supervisory Boards / Board of Directors experience in large reputable companies;
  • Experience liaising with investors and large financial institutions;
  • Experience of liaising with governing infrastructure regulators at the national and/or international levels;
  • Experience in conducting high-level negotiations with clients, suppliers, financial institutions, partners, state executive or legislative bodies.

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) with photo 3×4;
  • 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);
  • cover letter 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 09:00 (Kyiv time) November 29, 2021 in Ukrainian and English to e-mail address: [email protected] (indicating the subject of the letter: USPA) 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,*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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