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 Order of the Ministry of Energy and Coal Industry of Ukraine dated April 6, 2018, No. 206 "On the competitive selection for the position of an independent member of the supervisory board of the State-owned Enterprise Ukrenergo National Power Company” hereby announces a selection for the position of an independent member of the Supervisory Board of the State-owned Enterprise Ukrenergo National Power Company.
Name of the Company: State-owned Enterprise Ukrenergo National Power Company (hereinafter Ukrenergo).
Business Address of Ukrenergo: 25 S. Petliury St., Kyiv, 01032
Key Lines of Commercial Activity of the Company:
Ukrenergo was established pursuant to the Order of the Ministry of Energy of Ukraine No. 54 of 15 April 1998 on the basis of the SOE National Dispatch Centre of the Power Industry of Ukraine with affiliation of the restructured SOE State Electric Company “Ukrelektroperedacha” as a power company entrusted with functions such as dispatching and process control over the United Energy Systems of Ukraine (UESU) and transmission of electricity via main power networks from generating facilities to regional power networks of power companies (Oblenergos). Ukrenergo’s activities include transmission of power to 4 EU countries, as well as cross-border power transmissions between the UESU and power systems in 3 CIS countries. The Company includes 8 regional power systems across Ukraine and has over 10 thousand employees. It also has high-tech equipment at its 137 extra high voltage (220–750 kV) substations with the total installed capacity of over 78 thous MVA and more than 21 thous km of 220-750 kV EHV main grids and cross-border interconnections. Annual transmission of electricity via Ukrenergo’s main power networks is more than 110 bln kWh.
Ukrenergo will operate as a state-controlled enterprise. Ukrenergo will draft the power network development plans and submit such plans and submit these plans and proposals regarding the tariff (cost-based or incentive-based) to be approved by the NEURC according to the EU Energy Directives. Ukrenergo will operate subject to the EU legal and regulatory requirements as well as energy regulations and corporate governance recommendations of the Organisation for Economic Co-operation and Development (OECD) for state-owned enterprises.
Ukrenergo’s key areas of activity include TSO functions as well as management and operation of main networks, in particular:
centralised dispatch (operation and process) control over the UESU and organisation of information sharing with the market operator and participants, TSOs of the neighbouring countries, ENTSO-E and the Energy Community in accordance with the scope and the procedure established by the market regulations, transmission system code, revenue metering code and other regulations;
operational mode planning for the UESU in line with the market rules and transmission system code;
improvement and development of Ukraine’s electricity market, balancing market and ancillary services market;
ensuring efficient operation and process service and repairs of the main and cross-border power networks, reducing physical resource expenditures and network power losses; ensuring operation of the ancillary services market and procurement of ancillary services to comply with the operational safety standards of the UESU;
participation in operation monitoring of the fuel (coal, natural gas, fuel oil) flow at TPPs of generating companies, as well as in the improvement of the balance forecasting model for power, fuel and expenditures at TPPs of generating companies in line with market transformations;
participation in drafting of forecast balances of power, fuel and expenditures at TPPs of generating companies (annual, quarterly and monthly); preparation thereof for approval; provision of performance monitoring and preparation of opinions and proposals on their optimisation;
shaping and implementation of the unified technical policy for the development and introduction of the telecommunications network, data transmission channels, protection relay systems and emergency automation, automated dispatch control systems, systems of accounting for and control of power quality;
ensuring parallel operation of the UESU and foreign power systems and integration of the UESU into the ENTSO-E.
Requirements for candidate supervisory board members of Ukrenergo, their expected functions, and required set of competences:
The candidate will:
- have higher education, particularly in (but not limited to) the fields of Finance, Mathematics, Engineering, Accounting and Audit, Management, Business Administration, or Law;
- have work experience of no less than 10 years in senior managerial positions in companies or as a senior civil servant, particularly in (but not limited to) areas of power transmission or generation, energy market regulation, finance, engineering, accounting and audit, management, business administration, or legal practice;
- have experience of conflict management and negotiations;
- possess leadership skills and change management skills;
- have an impeccable business reputation;
- meet the independence requirements defined by Ukrainian and EU law;
- be proficient in at least one of the two languages: Ukrainian or English;
- commit to spend no less than 30 working days a year on discharging the responsibilities as a supervisory board member;
- demonstrate a basic understanding of the laws and regulations governing NPC Ukrenergo’s activity; knowledge of the energy sector of Ukraine and the company’s business environment; knowledge of the electricity market, trends and prospects of development in this area;
- demonstrate an understanding of the laws and regulations governing the energy market of EU member states, including unbundling requirements, the international energy market, and global trends;
- 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 and the EU:
- complies with the requirements for independent supervisory board members set by the Law of Ukraine “On State Property Management”, requirements for independent directors set by the Law of Ukraine “On Joint-Stock Companies”, and requirements for independent supervisory board members approved by the Cabinet of Ministers of Ukraine;
- has not been in the past five years a founder, shareholder (participant), manager, supervisory board member, director, employee, or representative of NPC Ukrenergo or other economic entity active in the same or adjacent markets for the generation, transmission, distribution or supply of electricity in Ukraine, or a supervisory board member, director or other officer of a transmission system operator in countries adjacent to Ukraine, or another economic entity which is/was engaged in the production and/or supply of natural gas;
- has not been in the past two years an affiliated person (within the meaning of this term defined in the Law of Ukraine “On Joint-Stock Companies”) of NPC Ukrenergo, other economic entity which operates/operated the power system of Ukraine or is/was engaged in the generation, transmission, distribution or supply of electricity in Ukraine, other economic entity which is/was engaged in the production and/or supply of natural gas, its shareholder or subsidiary, branch, representative office, other separated subdivision or any official thereof;
- has not received in the past five years from NPC Ukrenergo, other economic entity which operates/operated the power system of Ukraine, 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; holds no corporate rights in NPC Ukrenergo or other economic entity mentioned above (as a single holder or jointly with affiliated persons) nor represents such a holder;
- has not been an auditor of NPC Ukrenergo, other economic entity which operates/operated the transmission system of Ukraine, within a period of three years preceding such member’s appointment (election) to the supervisory board; nor has participated in the audit of the company, its subsidiary, branch, representative office or any other separated subdivision thereof as an auditor employed as part of the audit firm, nor has participated in such an audit, within a period of three years preceding such member’s appointment (election) to the supervisory board.
The candidate should have one or more of the following professional competencies:
- Strategic Management: experience of developing and implementing a company’s long-term strategy;
- Electricity Transmission System Management: experience of electricity transmission system management, preferably in the EU countries or North America;
- Competitive Electricity Markets: experience in regulatory policies of a competitive electricity market in the EU and other markets;
- Operational Excellence: experience in organisational 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 risk management and compliance systems.
The following will be an advantage:
- 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 programmes and enterprise development programmes (loans, bonds, IPO, etc.);
- experience of managing transformational processes and complex turnarounds.
Expected functions of independent supervisory board members of NPC Ukrenergo
1. Strategy setting and implementation control
- setting the strategy of NPC Ukrenergo 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 and approval of the company’s annual budgets and business plans, as well as control over its major capital expenditures, and acquisition and disposal of assets according to the ten-year network development plan, as approved by the regulator;
- identification of performance indicators for the company’s 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 NPC Ukrenergo and its management, 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 NPC Ukrenergo;
- 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 interface between the company and the shareholder and key stakeholders.
3. Monitoring of management
- attracting appropriate management to NPC Ukrenergo which will be fit for the implementation of the strategy as set out by the board and achievement of the results;
- regular assessment of management’s performance and, when necessary, supplementing or replacing, including dismissing, management; ensuring adequate succession planning for the company’s key management positions;
- setting the remuneration parameters for the management, including incentives and rewards based on the performance results and achievement of the company’s objectives;
- supervising management of NPC Ukrenergo in ensuring the financial stability of the company;
- ensuring that the actions of NPC Ukrenergo’s management comply with best corporate governance standards;
- reviewing and approving the management’s plan for the effective governance of subsidiaries, branches, representative offices, or other units or controlled entities of NPC Ukrenergo.
4. Alignment of interests
- ensuring that the incentives and actions of NPC Ukrenergo’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 NPC Ukrenergo 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, disclosure of which would jeopardise NPC Ukrenergo’s competitive position;
- ensuring that NPC Ukrenergo has appropriate control systems, including systems for risk management, financial and operational control, and cyber security, as well as compliance with the company’s legal and regulatory framework.
6. Transparency and disclosure of information
- ensuring the transparency and disclosure of information, as well as the quality of communications on the part of the company according to the legal and regulatory framework of Ukraine and in line with best practices.
- advising NPC Ukrenergo’s management on complex issues, supporting key transformation projects and organisational changes in the company by participating in the work of the supervisory board committees.
Set of competencies, one of which will be possessed by a supervisory board member of NPC Ukrenergo
- regulatory policies of competitive energy markets;
- strategy and business development;
- energy transmission systems management;
- operational excellence;
- corporate governance;
- compliance and risk management;
- finance and audit.
To participate in the selection process, a candidate has to submit in person and/or send via e-mail the following materials:
an application for participation in the selection has to be completed in Ukrainian and addressed to Bondarenko V. V., the State Secretary of the Cabinet of Ministers of Ukraine, Chairman of the Commission for Selection of candidates for the position of an independent member of the Supervisory Board of the NPC Ukrenergo Application form.docx.
The application should have information about the candidate (candidate’s full surname, name and patronymic, the address of candidate’s registration and the mailing address, the contact telephone number, e-mail and Skype, if available).
Attached to the application should be:
- a properly certified copy of the ID document, a copy of employment record (if available) or the documents confirming the work experience, a copy of the higher education diploma;
- Curriculum vitae (resume) (in Ukrainian or English);
- a consent to the processing of personal data Consent - personal data (04 2018).docx;
- recommendation letters (if available);
- a statement regarding meeting the independence criteria of a member of the Supervisory Board of the NPC Ukrenergo Statement independence criteria.docx;
- a motivation letter with regard to carrying out the functions of a Supervisory Board Member (to be composed in free form in Ukrainian and/or English up to two pages; the letter to contain, in particular, a justification of the interest in this vacancy).
The candidate shall bear full responsibility for any inaccuracies and/or misprints in the submitted documents.
Applications for participation in the selection are
accepted within 14 working days from the date of announcement of the selection to 16:00 on May 14, 2018 and should be submitted in sealed envelopes (except for the copy of the ID document and the consent to the processing of personal data).
Applications are accepted at: 01008, city of Kyiv, 12/2 Hrushevskoho St., Secretariat of the Cabinet of Ministers of Ukraine, Commission for Selection of an Independent Member of the Supervisory Board of State-owned Enterprise Ukrenergo National Power Company or via e-mail: email@example.com
Telephone number for information: (044) 256-69-97, 256-66-45
The selection procedure starts on May 21, 2018.
The selection procedure will be held at: 01008, city of Kyiv, 12/2 Hrushevskoho St., House of Government.
The results of the selection will be published on the official website of the Cabinet of Ministers of Ukraine until July 3, 2018.