The Cabinet of Ministers of Ukraine, in accordance with the Procedure for the Competitive Selection of Candidates for the Position of an Independent Member of the Supervisory Board of a State Unitary Enterprise and their Appointment, and for the Competitive Selection of Candidates for the Position of an Independent Member of the Supervisory Board of a Company, in which more than 50 Percent of Shares in the Statutory Capital Belong to the State, Who is Proposed by the Managing Entity of State-Owned Objects for the Election as Independent Supervisory Board Members, approved by Resolution of the Cabinet of Ministers of Ukraine dd. March 10, 2017, No. 142, Resolution of the Cabinet of Ministers of Ukraine dd. September 3, 2008, No. 777 “On the Competitive Selection of Executives of Business Entities of the State Sector of the Economy” and Order of the Ministry of Infrastructure of Ukraine dd. September 26, 2018, No. 435 “On the Competitive Selection for the Position of an Independent Member of the Supervisory Board of State enterprise “International airport “Boryspil” hereby announces the selection for the positions of independent supervisory board members of State enterprise “International airport “Boryspil”.
Company Name: State enterprise “International airport “Boryspil” (hereinafter – BIA).
Business Address: 7 vul. Boryspil, village Gora, Kyiv region, Ukraine, 08300.
Company’s Major Areas of Business:
BIA incorporated for carrying out economic activity with the aim of:
receiving of income (income) from economic activity;
ground and technical maintenance of aircraft of airlines used on internal, interstate and international airlines;
timely satisfaction of the demand of the economy and social needs in the provision of priority services for the aviation transportation of passengers and cargo;
providing aviation safety and flight safety.
The main subject of activity of the BIA is:
• provision of take-off services, aircraft parking, aviation security;
• activities related to the use of the radio frequency resource of Ukraine in the frequency bands of general and special use, aimed at ensuring the efficient use of radio frequency resources and ensuring electromagnetic compatibility of radio-electronic means;
• provision of ground handling services for aircraft, crews, passengers;
• provision of services for flights at the Kyiv / Boryspil airfield;
• provision of services for fueling aircraft and other vehicles.
Requirements for candidate supervisory board members of BIA, their expected functions and required a set of competencies:
The candidate should
• have higher education, particularly in (but not limited to): Governance and Administration in Transport, Finance, Economy, Accounting and Audit, Production and Technology, Business Administration, International Relationships, Law;
• have work experience of no less than 10 years in managerial positions in companies or as a senior civil servant, particularly in (but not limited to):
• have full civil capacity;
• have an impeccable business reputation, adhere to the principles of impartiality and integrity;
• do not have outstanding convictions;
• have experience of conflict management and negotiations;
• possess leadership skills and change management skills;
• meet the independence requirements defined by the Ukrainian law;
• be proficient in at least one of the two languages: Ukrainian or English;
• commit to spending no less than 30 working days a year on discharging the responsibilities as a supervisory board member;
• demonstrate a basic knowledge of the regulations on the provision of aviation services, the operation of air transport and airports, the business environment understanding of global trends, prospects for the development of industry in Ukraine and the European Union:
• 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.
The candidate will conform to the following independence criteria of the law of Ukraine
has not been an official of State enterprise “Boryspil international airport” or its subsidiary, branch, representative office and/or other separated subdivision for the past five years;
has not been an employee of State enterprise “Boryspil international airport” or its subsidiary, branch, representative office and/or other separated subdivision for the past three years;
is not an affiliated person (in the sense provided by Law of Ukraine "On Joint Stock Companies" and Law of Ukraine “On Preventing Corruption”) of State enterprise “Boryspil international airport” and/or its shareholders (participants) or its subsidiary, branch, representative office and/or other separated divisions and/or their officials;
has not received any income from State enterprise “Boryspil international airport” or its subsidiary, branch, representative office and/or other separate units;
is not a public official or state representative;
does not hold elective positions and is not an official of public authorities and/or local self-government bodies;
is not an auditor of State enterprise “Boryspil international airport” nor is involved in the audit of State enterprise “Boryspil international airport” or its subsidiary, branch, representative office and/or other separated subdivision as an auditor who works for audit organization, nor has been such an auditor or involved in such an audit within a certain period of the past three years prior its appointment (election) to the supervisory board;
has not, or has not had for the last 5 years a commercial or civil-law relationship to State enterprise “Boryspil international airport” or its subsidiary, branch, representative office and/or other separated subdivision directly or as a shareholder (participant), manager or member of the executive body of an entity that has or has had such connections;
is not, nor has been in the past three years, an official or an employee, a representative of a company whose main business is providing, on the Ukrainian territory, the provision of aviation services, the operation of air transport, the development of airport infrastructure, which are similar to the activities of the State enterprise “Boryspil international airport”;
is not a close person with the persons specified in the above clauses (the term "close person" is used in the sense defined in the Law of Ukraine "On the Prevention of Corruption").
The candidate should have one or more of the following professional competencies
strategic management - the experience of developing and implementing a company’s long-term strategy;
management of companies in aviation services, airport infrastructure development, logistics, ERP systems, and IT management and information security, experience in organizational transformation and business model transformation to increase operational efficiency;
finance and audit - experience in the transformation of financial management systems and the implementation of internal audit and internal control;
corporate governance - experience in implementing best corporate governance practices and establishing supervisory board (board of directors) processes;
compliance and risk management - experience in the implementation of these systems.
The following will be an advantage
experience in large companies in the aviation industry, including foreign ones;
experience of supervisory board membership or directorship or C-level positions in large companies (in particular, CEO, Business Unit Head, Chair/Member of the Executive Board);
experience of working in international companies and markets;
experience of attracting investors, financial institutions, restructuring of international financial obligations for the implementation of investment programs and enterprise development programs (loans, bonds, IPO, etc.);
experience of managing transformational processes and complex turnarounds.
Expected functions of Members of the Supervisory Board of State enterprise “Boryspil international airport”
1. Development and control over the implementation of the strategy
setting the strategy of State enterprise “Boryspil international airport” and oversight of its implementation, particularly reviewing and approving medium and long-term action plans proposed by the company’s management according to the state ownership policy;
oversight over the design and implementation of risk management policies and procedures;
review of the company’s annual budgets and business plans, as well as control over its major capital expenditures, and acquisition and disposal of assets;
identification of performance indicators for the company’s senior management, monitoring of the achievement of the strategic objectives on a regular basis, as well as the use of the necessary measures on a timely basis.
2. Corporate governance
taking appropriate measures to enhance public trust in and transparency of State enterprise “Boryspil international airport”, as well as ensuring that management adheres to the principles of transparency and acts in compliance with the legal and regulatory framework of Ukraine;
playing a key role in the introduction of best international standards of corporate governance at State enterprise “Boryspil international airport”;
ensuring compliance with best corporate governance standards, regularly assessing its impact on the company’s performance, and making changes in the corporate governance practices as needed;
ensuring appropriate interaction between the company and the shareholder and key stakeholders.
3. Monitoring of management
regular assessment of senior management’s performance and, when necessary, supplementing or replacing, including dismissing of the management;
ensuring adequate succession planning for the company’s key management positions;
setting the remuneration parameters for the senior management, including incentives and rewards based on the performance results and achievement of the company’s objectives;
supervising senior management of State enterprise “Boryspil international airport” in ensuring the financial stability of the company;
ensuring that the actions of State enterprise “Boryspil international airport”’s senior management comply with best corporate governance standards;
reviewing and approving of State enterprise “Boryspil international airport”’s senior management’s plans for the effective governance of subsidiaries, branches, representative offices, or other units or controlled entities of State enterprise “Boryspil international airport”.
4. Alignment of interests
ensuring that the incentives and actions of State enterprise “Boryspil international airport”’s management are aligned with the best interest of the company;
introduction of best ethical standards and prevention of conflicts of interest among management and supervisory board members, including misuse of corporate assets and related-party transactions.
5. Audit and control
ensuring that State enterprise “Boryspil international airport” has an appropriate system for the timely and accurate accounting and reporting in compliance with the existing and future accounting and independent audit standards;
ensuring full and transparent disclosure of information according to the Ukrainian and international standards, including ensuring regular independent audits, while ensuring the protection of the essential information, the disclosure of which would jeopardize State enterprise “Boryspil international airport”’s competitive position;
ensuring that State enterprise “Boryspil international airport” has appropriate control systems, including systems for risk management, financial and operational control, and cybersecurity, as well as compliance with the company’s legal and regulatory framework.
6. Transparency and disclosure of information
ensuring the transparency of activities and disclosure of information, as well as the quality of communications on the part of the company according to Ukrainian law and in line with best practices.
Advising State enterprise “Boryspil international airport”’s senior management on complex issues, supporting key transformation projects and organizational changes in the company by participating in the work of the supervisory board committees;
Other functions that according to the Law and the company’s charter belong to the exclusive competence of the supervisory board.
The supervisory board will collectively possess a maximum set of the competencies that are required of individual supervisory board members. The members of the supervisory board should have experience in various fields.
To participate in the selection, the candidate will submit the following materials in person and/or via e-mail:
application to participate in the selection addressed to S. S. Dehtyarenko, Chairman of the Commission for the Selection of Independent Members of the Supervisory Board of State enterprise “Boryspil international airport” (in Ukrainian and/or English).
The application must include information about the applicant (applicant’s full surname, given name and patronymic, the address of candidate’s registration and the mailing address, telephone number, e-mail address, and Skype ID, if available).
Enclosed with the application will be:
• copy of the ID document,
• copy of the employment record (if available) or documents confirming work experience. For example: HR Certificate/Reference; Tax Declaration (from a state authority); Reference Letter of the supervisor; Labor Contracts; other documents;
• copy of the higher education diploma (translated into Ukrainian or English);
• curriculum vitae (resume) (in Ukrainian and English);
• consent to the processing of personal data (in Ukrainian and/or English);
• reference letters (if available);
• a statement on the conformity to the independence criteria of a supervisory board member of State enterprise “Boryspil international airport” (in Ukrainian and/or English);
• a motivation letter regarding the functions of a supervisory board member (to be composed in any form in Ukrainian and/or English of no more than two pages; the letter must include, among other things, a motivation of the interest in this vacancy and demonstration of compliance with one or more competencies).
The candidate shall be responsible for any inaccuracies in the submitted documents.
Applications for the participation in the competitive selection will be accepted starting from 10:00 am on November 20, 2018 (Kyiv time) to 6:00 pm on January 9, 2019 (Kyiv time).
• via e-mail at email@example.com
• by mail to 12/2 Hrushevskoho Str., 01008 Kyiv, Secretariat of the Cabinet of Ministers of Ukraine, Commission for the Selection of Independent Members of the supervisory board of State enterprise “Boryspil international airport”.
Telephone number for information: +38 (044) 256-67-56, 256-67-88.