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Announcement of selection for the position of an Independent Non-Executive Director of the Supervisory Board of SJSC “Automobile Roads of Ukraine” JSC
05.06.2020 | 16:00

In accordance with the Procedure on competitive selection of candidates for the position of an independent member of the supervisory board of a state unitary enterprise and their appointment, and on competitive selection of candidates for the position of an independent member of the supervisory board of business entities, in which more than 50 percent of shares (parts) in the share capital are owned by the state, who are proposed by a state-owned company for the selection 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 “On competitive selection of managers of business entities of the state sector of the economy” and Order of the State Agency of Automobile Roads of Ukraine of 13March 2020 No. 113 “On selection for the positions of members of the Supervisory Board of the SJSC “Automobile Roads of Ukraine” the selection for the positions of Independent Non-Executive Directors of the Supervisory Board of the SJSC “Automobile Roads of Ukraine” is announced.

Company name: State Joint Stock Company “Automobile Roads of Ukraine” Joint Stock Company (hereinafter SJSC “ARU” JSC).

SJSC “ARU” JSC place of location: 03150, Kyiv – 150, 51 Antonovycha str., EDRPOU code – 31899285.

Number of the Independent Non-Executive Directors of the Supervisory Board selected in the competition – 3 (three) persons.

Main areas of SJSC “ARU” JSC activity:

performance of works on construction, reconstruction, repair and maintenance of highways, bridges, freeways, other structures and elements of road conditions;

auxiliary land transport services;

other supporting activities in the sphere of transport;

other professional, scientific and technical activities;

business and management consultancy;

ensuring the stable operation of the road complex in the face of natural disasters, road accidents, catastrophes and overcoming their consequences.

According to the Supervisory Board formation principles of SJSC “ARU” JSC the candidate for the position of the Independent Non-Executive Director of the Supervisory Board should satisfy the following requirements:

1. The candidate must:

have higher education (not lower than a master's degree or equivalent) in particular in the fields of management and administration, transport, finance, economics, auditing, production and technology, international relations or law;

have at least 10 years of management experience;

have full civil capacity;

have a perfect business reputation, be guided by high business standards and principles, adhere to the principles of integrity, impartiality and honesty;

not to have an outstanding criminal record;

have experience in conflict management and negotiation;

possess leadership skills and skills needed to manage change;

meet the independence requirements set by the legislation of Ukraine;

be fluent in Ukrainian and / or English;

commit to Supervisory Board Non-Executive Directors’ responsibilities performance for at least 50 business days per year;

demonstrate basic knowledge of the legislation governing the functioning of the road economy, an understanding of its global trends in Ukraine and the world;

lack of administrative penalties for committing corruption-related offenses;

must be, or has not been, for the past five years the founder, shareholder (participant), manager, non-executive director of the supervisory board, employee or representative of the person to whom the Government of Ukraine has applied personal, special economic or other restrictive measures (sanctions).

2. The candidate must satisfy the following independence criteria according to the legislation of Ukraine:

has not been a member of governing bodies for the past five years for SJSC “ARU” JSC and / or its affiliated legal entities (subsidiaries, branches);

does not receive and / or has not received within the previous three years from SJSC “ARU” JSC and / or its affiliated legal entities additional remuneration in excess of 5 percent of that person's total annual income for each of those years;

does not own (directly or indirectly) 5 percent or more of the authorized capital for SJSC “ARU” JSC or is not an official or a person who performs managerial functions, and is not also a natural person - entrepreneur who during the past year has had significant business relations with SJSC “ARU” JSC and / or its affiliated legal entities. (Business relations are the supply of goods to the company and / or its affiliates or the provision of services (including financial, legal, consulting), or the consumption of goods or services provided by the company and / or its affiliates.

is not and / or has not been an independent auditor for the previous three years for SJSC “ARU” JSC and / or its affiliated legal entities;

is not and / or has not been an employee of an audit firm that provided audit services for the previous three years to SJSC “ARU” JSC and / or its affiliated legal entities;

is not and / or has not been an employee for the previous three years of SJSC “ARU” JSC and / or its affiliated legal entities;

is not a shareholder - the owner of the majority shareholding of SJSC “ARU” JSC and / or is not a representative of the shareholder - the owner of the controlling stake in this company in any civil relations;

has not been a member of the SJSC “ARU” JSC Supervisory Board for more than total 12 years;

is not a close person to the persons mentioned in the provisions above (independence criteria). (For the purposes of this caveat, a close person is a cohabitant who has a shared life and has mutual rights and obligations with the person referred to in paragraph 9 of Part One of Article 531 of the Law of Ukraine “On Joint Stock Companies”   (except for persons whose mutual rights and responsibilities are not family-related with the subject), including cohabiting persons, but not married, and (regardless of these conditions) spouse, father, mother, stepfather, stepmother, son, daughter, stepson, stepdaughter, sibling, grandfather, grandmother, great-grandfather, great-grandmother, grandson, granddaughter, great-grandson, great-granddaughter, son-in-law, sister-in-law, father-in-law, mother-in-law, adoptive parent or adopted son or adopted daughter, guardian or caregiver, a person under the guard or care of that person).

3. The candidate should have one or several of the following professional competencies or have a relevant experience in

strategic management - experience in developing and implementing a company or industry development strategy;

managing the activities of large enterprises or industries, or having experience in implementing infrastructure projects;

operational efficiency - the experience of organizational transformation and implementation of changes to the business management model to improve operational efficiency;

finance and audit - experience of transformation of financial management system and implementation of internal audit and internal control system;

corporate governance - the experience of implementing best practices in corporate governance, or of organizing the work of a Supervisory Board (Board of Directors);

practical high-level negotiation skills, including government, international and business relations;

successful experience in preparing or managing regulatory changes: development of infrastructure, development of new areas of activity, investment activity, law, labor relations;

experience in preparing or implementing public-private partnership projects.

4. The following will be a benefit

experience of crisis management (use of organizational-economic, managerial, investment, technical, financial and economic, legal measures for financial and economic rehabilitation of the activity of the enterprise, industry, creation and development of conditions for crisis management);

successful experience in developing or implementing a strategy for large enterprises or industries;

experience in developing or managing complex organizational change projects (business model transformation, organizational restructuring, mergers / acquisitions).

5. Expected functions of Independent Non-Executive Directors of the Supervisory Board of SJSC “ARU” JSC

Defining the strategy and monitoring its implementation:

defining activity strategy for SJSC “ARU” JSC and monitoring its implementation;

oversee the development and implementation of risk management policies and procedures;

reviewing and approving the annual budgets and business plans of the company, as well as controlling the major capital expenditures, the acquisition and disposal of property in accordance with a ten-year network development plan approved by the regulator;

determination of performance indicators of senior management of the company, regular monitoring of achievement of strategic goals, as well as timely implementation of necessary measures.

Corporate governance:

сreating a system of corporate governance in order to manage SJSC “ARU“ JSC in  accordance with the relevant ownership policy, compliance with the interests of the state and the purpose of state ownership;

taking appropriate transparency measures to increase public confidence in SJSC “ARU“ JSC, as well as ensuring that the principles of transparency are adhered to by senior management and that its actions are consistent with the legal and regulatory framework of Ukraine;

playing a key role in the implementation of the world's best corporate governance standards in SJSC “Automobile Roads of Ukraine” JSC;

ensuring complianceof the corporate governance system with the best national and global standards of corporate governance, regular assessment of its impact on the performance of the company, as well as implementation of changes in corporate governance practices (transformation of the existing corporate governance system) as needed;

ensuring proper interaction between the company and the shareholder and key stakeholders;

Control over the activities of the company's top management:

involvement of appropriate senior management in SJSC “ARU“ JSC capable of implementing the strategy set by the Supervisory Board and achieving results;

regular evaluation of senior management's performance and, where necessary, supplementing or replacing, including dismissal, senior management;

ensuring proper staffing planning for key management positions of the company;

determining senior management remuneration options, including motivation and rewards for performance and achievement of company goals;

overseeing the provision of financial stability of the company by the senior management of SJSC “ARU” JSC;

ensuring compliance of the actions of the senior management of SJSC “ARU“ JSC with the best standards of corporate governance;

reviewing and approving the plans of senior management of SJSC “ARU” JSC for the effective management of its subsidiaries, branches, representative offices or other subdivisions or entities controlled by SJSC “ARU” JSC.

Reconciliation of interests:

ensuring the consistency of the motivation and actions of the senior management of SJSC “ARU” JSC to the best interests of the company in compliance with the requirements of the ownership policy and the stateinterests as well as the purpose of state ownership of SJSC “ARU” JSC;

the implementation of the best standards of ethics and the prevention of conflicts of interest among senior management and independent non-executive directors of the Supervisory Board, including misuse of company assets and misuse of related party transactions.

Audit and control:

ensuring the availability inSJSC “ARU” JSC of a timely and reliable accounting and reporting system in accordance with current and future accounting standards and independent auditing;

ensuring full and transparent disclosure of information in accordance with Ukrainian and international standards, including the provision of regular independent audits, with the protection of material information, the disclosure of which could damage the competitive position of SJSC “ARU” JSC in the market;

ensuring that SJSC “ARU” JSC has adequate internal control systems, including risk management systems, financial and operational controls, cybersecurity, as well as compliance with the legal and regulatory framework within which the company operates(compliance), internal audit.

Transparency and disclosure of information:

promoting transparency and disclosure of information, as well as communication quality, in accordance with Ukrainian law and best practices on information disclosure and corporate governance.

In order to participate in the selection candidates submitpersonally and / or submit via e-mail an application to participate in the selection (in Ukrainian and English).

The application must include information about the applicant (full name of the applicant, applicant's registration and correspondence address, contact telephone number, e-mail address and Skype ID, if any).

Along with the application there should be:

  • a copy of the identity document, a copy of the employment record (if any) or documents confirming work experience*, a copy of the document on higher education;
  • biographic reference (resume) (in Ukrainian and English);
  • consent to personal data processing (in Ukrainian and English);
  • references (if any);
  • application on correspondence to the criteria of Independent Non-Executive Director of a Supervisory Board of the company (in Ukrainian and English);
  • motivation letter on performance of Independent Non-Executive Director of a Supervisory Board functions (in Ukrainian and English).

All the documents must clearly display provided information.

The applicant is responsible for the inaccuracy of the submitted documents.

Respective documents are submitted till July 4, 2020 in Ukrainian and English to e-mail address: cv@me.gov.ua

Or to the correspondence address**: 01008, Kyiv, 12/2 Hrushevskoho M. str, Ministry of Economic Development, Trade and Agriculture of Ukraine

Phone number for reference: +38 (044) 200 47 73*3297 (the secretariat of the Nomination Committee)

The outcome of the selection procedure will be published on the official website of the Ministry for Development of Economy, Trade and Agriculture of Ukraine in accordance with the Resolution of the Cabinet of Ministers of Ukraine dated September 3, 2008, No. 777 “On the Competitive Selection of CEOs of Commercial Entities of the State Sector of Economy”

Information on financial and economic status is attached.

* Such a document can be:

  • HR certificate/reference;
  • tax declaration (from a state authority);
  • reference letter of the supervisor;
  • labour contracts;
  • other documents.

In the case when a document includes confidential or commercial information, 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.


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