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 Resolution of the Cabinet of Ministers of Ukraine  of April 4, 2018, No. 217-r “Some questions regarding the selection of independent members of the Supervisory Board of the Public Joint Stock Company "Ukrainian Railways” hereby announces a selection for the position of an independent member of the Supervisory Board of the Public Joint Stock Company “Ukrainian Railway”.

Name of the Company: Public Joint Stock Company “Ukrainian Railway” (PJSC “Ukrzaliznytsia”).

Business Address of PJSC “Ukrzaliznytsia” 03680, Kyiv, 5 Tverska St.

Key Lines of Commercial Activity of the Company: 

Satisfying the needs of the state, legal entities and individuals in safe and high quality domestic and international railroad transportation, works and services that are performed (provided) by the company, ensuring the efficient functioning and development of railroad transport, creating conditions for increasing the competitiveness in the industry as well as generating profits from business activities, in particular:

- providing transportation services of passengers, cargoes, in particular, hazardous cargoes, luggage, heavy luggage and mail by domestic and international railroad transport;

- providing services of access to the infrastructure of railroad transport and other services related to the use of infrastructure facilities;

- design, construction, maintenance, operation, reconstruction, repair, upgrading, technical modernization and other types of improvements of railroad infrastructure facilities;

- construction of railroads and metro;

- transportation of cargoes (movement of cargoes without entering into contracts of carriage) by railroads of public and non-public use;

- providing services of loading, reloading, unloading, weighting, accepting, issuing and fastening cargoes, checking the correctness of their loading and fastening;

- providing services of loading and unloading luggage, heavy luggage and mail on railroads of public and non-public use;

- providing securing services of cargoes accepted for transportation as well as guarding artificial structures, railroad infrastructure facilities and carrying out other guard activities;

- storage and warehouse storage of all types of cargoes including those that are under customs control as well as heavy luggage, luggage and hand-luggage of passengers;

- providing transportation and forwarding services, organizing transportation by railroad transport, organizing group or individual dispatches of cargoes;

- production, operation, modernization, roundhouse maintenance, current repairs and overhaul services, technical maintenance with the detachment of cars and the provision of technical maintenance services of the railroad rolling stock, containers and technical equipment that are operated in railroad transport;

- centralized management of freight car parks of different ownership in accordance with the strategic policy of the state, performance of words to operate terminals, provision of services of using terminals.

Balance sheet 2017.docx

Notes 2017.docx

Statement 2 2017..docx

Statement 3 2017..docx

Statement 4 2017..docx

Requirements for candidate supervisory board members of PJSC Ukrzaliznytsya, 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 railway transportation, 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 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;
• 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 Ukrainian law:

• 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 received in the past five years from PJSC Ukrzaliznytsya, 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 PJSC Ukrzaliznytsya 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 PJSC Ukrzaliznytsya 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;
• Railway Transportation: work experience in railway management, railway infrastructure, tariff policy and pricing;
• 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.
• International Relations: experience in international relations and attracting international partners and investors.

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 PJSC Ukrzaliznytsya

1. Strategy setting and implementation control

• setting the strategy of PJSC Ukrzaliznytsyaand 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;
• 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 PJSC Ukrzaliznytsya 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 PJSC Ukrzaliznytsya;
• 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 PJSC Ukrzaliznytsya 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 PJSC Ukrzaliznytsya in ensuring the financial stability of the company;
• ensuring that the actions of PJSC Ukrzaliznytsya’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 PJSC Ukrzaliznytsya.

4. Alignment of interests

• ensuring that the incentives and actions of PJSC Ukrzaliznytsya’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 PJSC Ukrzaliznytsya 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 PJSC Ukrzaliznytsya’s competitive position;
• ensuring that PJSC Ukrzaliznytsya 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.

7. Advice

• advising PJSC Ukrzaliznytsya’s management on complex issues, supporting key transformation projects and organizational 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 PJSC Ukrzaliznytsya

• rail transportation and railway infrastructure;
• strategy and business development;
• operational excellence;
• corporate governance;
• compliance and risk management;
• finance and audit;
• international relations and international investments.
• 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 Public Joint Stock Company "Ukrainian Railway” Application form UZ.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 PJSC “Ukrzaliznytsia” Statement - independence criteria UZ.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 areaccepted 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 Public Joint Stock Company “Ukrainian Railway” or via e-mail: cv@kmu.gov.ua
• Telephone number for information: (044) 256-69-97, 256-66-45

E-mail: cv@kmu.gov.ua

• 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.