Most common questions about work of supervisory boards:
Governmental bodies of all unitary enterprises, where the state is a sole founder, should set up supervisory boards. If the state is not a sole shareholder, this issue will be resolved by the General Meeting of the Board. Primarily, independent supervisory boards should be set up for all the Ukrainian critical state-owned enterprises. This category includes the enterprises where value of assets exceeds UAH 2 billion, or where annual net income is more than UAH 1.5 billion. As of 31.12.2018, such enterprises reached 51 units.
Independent supervisory boards function at such state-owned companies already, as 'Naftogaz of Ukraine', 'Ukraine's Main Oil Pipelines', 'Ukrzaliznytsya', 'Ukrenergo', 'Ukrposhta'. Independent supervisory board for a state-owned enterprise 'Prozorro.Prodazhi' was set up recently . Recruitment of candidates to two other supervisory boards, namely, 'Ukrainian Sea Ports Authority', 'International Airport 'Boryspil' step up to their final stage.
Current legislation and charter will determine number of the supervisory board's directors. But there is a general requirement saying that number of the supervisory board's members might not fall less than five and can not exceed more than eleven directors. Moreover, independent members of a supervisory board should dominate.
Current legislation does not impose any restrictions on participation of non-citizens of Ukraine in the recruitment interviews to the SOEs' supervisory boards.
Members of the SOEs' supervisory boards can receive the payment for their activities and, at SOE's expense, reimbursement for the expenditures incurred due to the performance of their functions. Amount of cash compensation might involve two trenches, i.e. annual and supplementary remuneration, that are specified in a contract between a member of a supervisory board and SOE. Maximum amount of annual remuneration is limited depending on SOE's revenue for the past reporting year. Additional remuneration might be paid for the fullfillment of the functions that the chairman of the supervisory board bears (20% of annual remuneration) and participation in the work of the supervisory board's committee (10% of annual remuneration, regardless of number of the committees). Compensation to the independent members of the supervisory board is regulated by the Resolution of the Cabinet of Ministers of Ukraine dated July 4, 2017 No. 668.
Planned meetings of SOE's supervisory board are held at least once a quarter in accordance with the approved plan. Planned meetings can be convened any time on an initiative of the chairman of the supervisory board, any of its members or managed entity.
Format of meetings of the supervisory board should be defined in company's charter and regulation on the supervisory board. These documents might include such absentee options, as video or skype conferences, and absentee voting (polls) as well.
SOE's supervisory board necessarily sets up an audit committee alongside with a nomination and remuneration committee to determine awards for the SOEs' C-Suit. Being governed with a charter and regulations on the supervisory board, supervisory board should set up other committees.
For independent members of the supervisory board, such restrictions might be written into the company's charter and regulation on the supervisory board. For state representatives, there is a general limitation for any supervisory board: simultaneous membership at the supervisory boards of more than five SOEs is not allowed.
Managed company where the management company belongs, or general meeting of the company (if the state is not a corporation's sole stockholder) will determine the amount of annual remuneration to the members of the supervisory board, taking into account indicators of determining the amount of remuneration.
Person authorized by a managed company or general meeting of shareholders will conclude a contract with a winner of the recruitment procedure. Such a contract might be both pre-paid or suggest no payment generally.
In case where applicant can not directly participate in a meeting of the Nomination Committee, job interview might be conducted by a video or Skype- conference.
Regulations of the Cabinet of Ministers of Ukraine determine that recruitment interviews are carried out in compliance with a diversity principle for the supervisory boards following professional competencies of its members, both independent and state representatives.
Commission that carries out the pre- recruitment interviews makes determination on an applicant's admission to participate in a recruitment interview. Reasons for non-admission might involve: applicant's failure to submit one of documents; misfit document on a submitted file; mismatch of applicant with the commission's requirements; submission of untrustworthy information; presence of an unclaimed or expunged criminal record, prohibition from holding the respective positions or carrying out certain operations, and if documents are forwarded after expiry of the deadline that is specified in recruitment announcement.
To participate in the recruitment, applicant submits in person and/or sends to the postal address or by e-mail the following documents: application; CV; ID copy (passport); copy of higher education proof; copy of employment records or other documentary proof of their job experience; consent to processing of personal data; reference; motivational letter on functions as a member of supervisory board; compliance statement with independence criteria. Detailed list of documents will be determined in the announcement on recruitment interviews.
To participate in recruitment, citizens of Ukraine should submit copies of all filled out pages of their passport in their application; non –residents of Ukraine need to file non-resident's ID copy, or ID, and other proof of an apatride.
Copy of applicant's passport does not require any notarial proof. If the language of the document is not Ukrainian or English, translation into English must be attached.
Copy of higher education document should not be notarized. Diploma of higher education issued by the Ukrainian educational institution does not require any translation. If the original language of the diploma is not Ukrainian or English, translation should be made into English.
Scanned applications submitted by e-mail must be saved in PDF format (all documented pages should be submitted in one file).
Candidates can choose any of these three options to file applications: personal submission, postal package, or an e-mail.
CV should be detailed and include all the applicant's achievements at the most recent jobs, for the last ten years at least in the long run. While describing your achievements, it is recommended to indicate their economic effect. Summary and motivational letter should hold clear arguments: What applicant's experience and achievement can be an asset to target SOE? What added value can an applicant bring while working on a supervisory board? The same arguments should be shared during the recruitment interview and they must be documented.
References do not play a determinant role, but their preparation demands careful consideration. A referee should have a high credit of public or professional trust. Text of the reference should hold some concrete evidence of the applicant's expertise in some competence where he applies to the supervisory board.
After receiving an e-mail with an applicant's documents pre-recruitment commission sends a confirmation of receipt.
Pre-recruitment commission in writing informs all the participants about results by e-mail. Normative documents do not set out any timeline for the dispatch of such notifications.
As of April 1, 2018, anti-corruption requirements for members of SOE's supervisory board, both citizens of Ukraine and citizens of other states, came into force. In accordance with these requirements, they must declare all their income and property received both in Ukraine and abroad, including income and property of family members. Requirements to the preparation of an e-Declaration are specified in the Law of Ukraine 'On Prevention of Corruption'.
Officials of state-owned enterprises only, that include the members of the supervisory boards, will fill out e-declarations. For that, after the Cabinet of Ministers of Ukraine approves and nominates the winners, such persons must submit e-declarations. Since the recruitment for the positions of the members of the SOE's supervisory boards follows the procedure different from the civil service recruitment, a candidate's declaration for a position of the supervisory board member is filed.