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 Energy and Coal Mining of Ukraine dd. March 5, 2019, No. 91 «On the Competitive Selection for the Position of an Independent Member of the Supervisory Board of Private Joint Stock company «Ukrhydroenergo» hereby announces the selection for the positions of independent supervisory board members of Private Joint Stock company «Ukrhydroenergo».
Company Name: Private Joint Stock Company «Ukrhydroenergo» (hereinafter – PJSC «Ukrhydroenergo»).
Business Address: Vyshhorod, Kyiv obl., Ukraine, 07300.
Company’s Major Areas of Business are electric power generation and provision of auxiliary services, in particular:
- production, distribution, supply, trade, purchase and sale in Ukraine and abroad of electric energy, electricity produced for the purpose of electricity and heat supply, and derivatives of energy products and equipment, equipment and devices used in this field;
- electricity sales on the market of bilateral agreements;
- sale of electric energy in the market «one day in advance» and the internal market;
- sale of electric energy in the balancing market;
- sales of auxiliary services in the market of ancillary services.
PJSC «Ukrhydroenergo» consists of seven hydroelectric power stations and two hydroaccumulating power plants located on the Dnipro and Dniester rivers, namely, Kyiv Hydroelectric Power Station and Kyiv Power Plant, Kaniv HPP, Kremenchug Hydroelectric Power Plant, Medniyn Dneprovskaya HPP, Dnipro hydroelectric power station, Kakhovka Hydroelectric Station, Dniester HPP and Dniester HPSS
The Company is the main producer of peak power and the main reserve power source in the power grid of Ukraine since it operates power generating equipment with high maneuverability.
Requirements for candidate supervisory board members of PJSC «Ukrhydroenergo», their expected functions and required set of competencies:
The candidate will
have higher education (not lower than the degree of «master» or equivalent), in particular (but not limited to) in the following areas: Hydropower, Power engineering, Nuclear power Engineering, Hydrotechnical Construction, Electrical Engineering, Finance, Economy, Law;
have work experience of no less than 10 years, have work experience in senior managerial positions (strategic or operational management) for at least 7 years or senior management positions of civil service not less than 5 years;
have full civilian capacity;
have an impeccable business reputation, be guided by high standards of business and principles, adhere to the principles of integrity, 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 Ukrainian and/or English. If the candidate does not have mastery of the Ukrainian language, he must take an obligation to study the Ukrainian at the necessary level for the performance of a member of the supervisory board duties over the duration of the contract;
commit to spend no less than 30 working days a year on discharging the responsibilities as a supervisory board member;
to demonstrate the basic knowledge of the legislative acts regulating the activities of the company;
knowledge of the specifics of the company's activity; knowledge of the energy market, trends and prospects of the industry, energy complex and hydropower development;
knowledge of the process of development and implementation of «Enterprise Strategy», as well as corporate governance;
knowledge in the field of audit, organization of internal control and compliance, etc;
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 the Private Joint Stock Company «Ukrhydroenergo» or its subsidiary, branch, representative office and/or other separated subdivision for the past five years;
has not been an employee of the Private Joint Stock Company «Ukrhydroenergo» 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 the Private Joint Stock Company «Ukrhydroenergo» 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 other than income in the form of remuneration for fulfilling Supervisory Board member duties from the Private Joint Stock Company «Ukrhydroenergo» or its subsidiary, branch, representative office and/or other separate unit;
is not the owner of the corporate rights of the Private Joint Stock Company «Ukrhydroenergo» (independently or in association with affiliated persons) or does not represent the interests of such owner;
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 the Private Joint Stock Company «Ukrhydroenergo» nor is involved in the audit the Private Joint Stock Company «Ukrhydroenergo» 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 year a commercial or civil-law relationship to the Private Joint Stock Company «Ukrhydroenergo» 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 in the past three years an independent member of supervisory board of the Private Joint Stock Company «Ukrhydroenergo»;
is not, nor has been in the past three years, an official or an employee, a holder of corporate rights or a representative of a company whose main business is the production, distribution, supply, trade, purchase and sale in Ukraine and abroad of electric energy, energy produced for the purpose of electricity and heat supply, and derivatives of energy products and facilities, equipment and devices used in this field, as well as in the field of supply of auxiliary services in the field of energy, which are similar to the activities of the Private Joint Stock Company «Ukrhydroenergo»;
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 - experience of developing and implementing a company’s long-term strategy;
management of business entities in the field of energy, power engineering and hydropower;
management of the activity of international electric and heat supply operators;
operational efficiency - 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 and experience in the implementation of these systems.
The following will be an advantage
Experience in senior managerial positions (strategic and operational management) for at least 5 years in energy industry enterprises or civil service experience not less than 7 years;
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) incl. enterprises of the power industry;
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 the Private Joint Stock Company «Ukrhydroenergo»
1. Development and control over the implementation of the strategy
setting the strategy of the Private Joint Stock Company «Ukrhydroenergo» 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 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 the Private Joint Stock Company «Ukrhydroenergo», 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 the Private Joint Stock Company «Ukrhydroenergo»;
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
attracting appropriate senior management to the Private Joint Stock Company «Ukrhydroenergo» which will be fit for the implementation of the strategy as set out by the board and achievement of the results;
regular assessment of senior 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 senior management, including incentives and rewards based on the performance results and achievement of the company’s objectives;
supervising senior management of the Private Joint Stock Company «Ukrhydroenergo» in ensuring the financial stability of the company;
ensuring that the actions of the Private Joint Stock Company «Ukrhydroenergo»’s senior management comply with best corporate governance standards;
reviewing and approving of the Private Joint Stock Company «Ukrhydroenergo»’s senior management’s plans for the effective governance of subsidiaries, branches, representative offices, or other units or controlled entities of the Private Joint Stock Company «Ukrhydroenergo».
4. Alignment of interests
ensuring that the incentives and actions of the Private Joint Stock Company «Ukrhydroenergo»’s management are aligned with the best interest of the company;
introduction of the 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 the Private Joint Stock Company «Ukrhydroenergo» 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 the Private Joint Stock Company «Ukrhydroenergo» ’s competitive position;
ensuring that the Private Joint Stock Company «Ukrhydroenergo» 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 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 the Private Joint Stock Company «Ukrhydroenergo»’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.
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 PJSC «Ukrhydroenergo» (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:
All documents must clearly display the information and be translated into Ukrainian or English.
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 May 30, 2019 (Kyiv time) to 10:00 am on June 20, 2019 (Kyiv time).
Telephone number for information: (044) 256-67-88, 256-64-51.
The results of the selection will be made public on the official web site of the Cabinet of Ministers of Ukraine.
* According to the recommendations of the commission, such document should provide the following information:
Such a document can be:
In the case when a document includes sensitive or commercial information/confidential 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.