In accordance with the Procedure for the competitive selection of candidates for the position of an independent non-executive director of the supervisory board of a state unitary enterprise and their appointment, as well as the competitive selection of candidates for the position of an independent non-executive director of the supervisory board of a business company, in the authorized capital of which more than 50 percent of shares (interest) belong to the state, proposed by the subject of management of state-owned objects prior to the election to the position of independent non-executive director of the Supervisory Board, approved by the Resolution of the Cabinet of Ministers of Ukraine from March 10, 2017 No. 142, the Resolution of the Cabinet of Ministers of Ukraine dated September 3, 2008 No. 777 “On competitive selection of heads of economic entities of the public sector of the economy", Resolution of the Cabinet of Ministers of Ukraine from May 19, 2021 No. 494 “Some issues of the Supervisory Board of Joint Stock Company “National Joint Stock Company “Naftogaz of Ukraine” competitive selection for 4 (four) positions of the independent member of the Supervisory board of the Joint Stock Company “National Joint Stock Company “Naftogaz of Ukraine” is announced.
Company name: Joint Stock Company “National Joint Stock Company “Naftogaz of Ukraine” (National Joint Stock Company “Naftogaz of Ukraine”, the Company).
National Joint Stock Company “Naftogaz of Ukraine” place of location: Kyiv 01601, Ukraine.
Number of the Independent Non-Executive Directors of the Supervisory Board selected in the competition – 4 (four) persons.
National Joint Stock Company “Naftogaz of Ukraine” is one of the largest companies in Ukraine, a reliable supplier of gas on the European market and a leading company in the domestic fuel and energy sector.
According to the Ownership Policy of National Joint Stock Company “Naftogaz of Ukraine”,
the founder and sole shareholder of which is the State.
The priorities according to which the State owns the Company are:
1. The purpose of state ownership. Keeping the Company in State ownership to ensure:
2. Strategic goals and activities of the Company.
To achieve the goal of State ownership, the State, represented by the Cabinet of Ministers of Ukraine, determines the strategic goals and activities of the Company and expects that within its commercial status the Company will be able to create the necessary conditions for their implementation in the long run, using its own scale and vertical advantages integration, knowledge and experience, namely:
In the field of security of natural gas supply the Company ensures secure supply of energy, in particular natural gas, taking into account such features as:
The fulfillment of the specified goal will be achieved, in particular, by using the potential of underground natural gas storage facilities, ensuring the availability of natural gas in storage facilities in an amount sufficient for the stable passage of the autumn-winter period of 2022/23, including the satisfaction of needs, as of October 1, 2022 household consumers and heat supply enterprises, but not less than 19 billion cubic meters, including through the purchase of natural gas produced on the territory of Ukraine.
In the field of energy independence of Ukraine, the Company ensures the sustainable development of the production base taking into account the economic feasibility and acceptable long-term return on investment, in particular by:
The company will facilitate the growth of energy efficiency by providing modern energy services as a platform through which the State can implement its policies and programs to improve energy efficiency and reduce greenhouse gas emissions;
In the field of transformation of the energy sector and completion of the reform of the natural gas market, the Company will facilitate:
In the further transformation, the Company will prepare for the initial public offering of the Company’s minority stake on one of the leading stock exchanges, which will allow the state to obtain a business value and share price, which will be the best and objective performance indicators of the Company;
3. Approaches to governance.
Having introduced a system of corporate governance in accordance with the guidelines of corporate governance at State-owned enterprises of the Organization for Economic Cooperation and Development, the state will act:
In order to fulfill the objectives of this Ownership Policy, the Company operates in the following main areas:
In accordance with the purpose of State Ownership, the Company may also carry out other activities in compliance to the law.
The Company's mission: to be the engine of modernization and proficiency in the energy sector of Ukraine, integrated with the European market; ensure uninterrupted energy supply at competitive prices, while maximizing the value of national resources.
National Joint Stock Company “Naftogaz of Ukraine” is a vertically integrated oil and gas company that carries out a full cycle of operations on exploration and development of fields, operational and exploratory drilling, transportation and storage of oil and gas, supply of natural and liquefied gas to consumers.
The purpose of activity of National Joint Stock Company “Naftogaz of Ukraine” is to make a profit of doing the business.
REQUIREMENTS FOR THE CANDIDATES FOR THE POSITION OF THE INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE SUPERVISORY BOARD OF NATIONAL JOINT STOCK COMPANY “NAFTOGAZ OF UKRAINE”:
Each independent member of the supervisory board of Naftogaz should meet these minimum requirements:
Each independent member of the supervisory board of Naftogaz should have such experience, competencies, and professional skills that differ significantly from those of the other members of the supervisory board, thus creating a diverse board that can in the aggregate provide comprehensive guidance to the company’s development and growth. The below experience is desirable for individual candidates, but obligatory for the supervisory board, includes:
THE CANDIDATE MUST SATISFY THE FOLLOWING INDEPENDENCE CRITERIA ACCORDING TO THE LEGISLATION OF UKRAINE:
REQUIRED COMPETENCIES:
Each independent member of the supervisory board must meet the requirements of at least one of the below areas. At the same time, the independent members of the supervisory board in the aggregate must meet the requirements of all qualifications listed below. In the case of two candidates with the same areas of competence and sets of professional skills, preference will be given to a candidate with experience in non-executive positions in international listed corporations and / or experience in senior management positions in the major international and regional oil and gas companies.
Business strategy and development:
Knowledge and experience in the development of large-scale oil and gas exploration and production programs;
Anti-crisis management:
Legal, Government Relations, and Regulatory issues:
Finance and audit:
PERSONAL CHARACTERISTICS
Candidates for the Naftogaz supervisory board must demonstrate the following personal characteristics:
DIRECTOR COMPENSATION
The independent members of the Supervisory Board of Naftogaz Group will receive cash compensation that meets international standards. In addition, D&O insurance will be provided, and all expenses incurred on the company’s behalf will be reimbursed.
EXPECTED FUNCTIONS OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE SUPERVISORY BOARD OF NATIONAL JOINT STOCK COMPANY “NAFTOGAZ OF UKRAINE”
To participate in the selection, the applicant personally sends an application for participation in the selection by e-mail (in Ukrainian and English)
The application must contain applicant’s detailed information (applicant’s full name, applicant’s address of registration and the address for correspondence, contact phone number, e-mail address).
List of the document to be attached to the application:
The applicant may submit other documents that will confirm his professional and / or moral qualities.
Relevant documents shall be submitted in Ukrainian and English and must clearly reflect the information.
The applicant is responsible for the inaccuracy of the submitted documents.
Documents are submitted till 18:00 (Kyiv time) December 26, 2022 in Ukrainian and English to e-mail address: [email protected].
Phone number for reference: +38 (044) 200 44 84 або +38 (044) 200 47 73*3241 (contacts of the secretariat of the committee on the appointment of managers of enterprises of particular importance to the economy: Nataliia Dovhalenko, Litvinchuk Anastasiia, Olha Onyshchenko).
The selection results will be published on the official website of the Ministry of Economy of Ukraine in accordance with the Procedure for competitive selection of heads of economic entities of the public sector of the economy, approved by the Cabinet of Ministers of Ukraine dated September 3, 2008 № 777 "On competitive selection of heads of economic entities of the public sector of the economy ".
Information on financial and economic status is attached.
* Such a document can be: