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 ", and the Order of the State Property Fund of Ukraine "On conducting competitive selection of candidates for independent members of supervisory boards of especially important for the economy enterprises under the management of the State Property Fund of Ukraine" №172 from 11.02.2021 the competition for the post of Independent Non-Executive Director of the Supervisory Board of the PJSC “Centrenergo” is announced.
Company name: Public Joint Stock Company “Centrenergo”.
PJSC “Centrenergo” place of location: 08711, Kozyn, 49, Rudykivs’ka str., EDRPOU code – 22927045
Number of the Independent Non-Executive Directors of the Supervisory Board selected in the competition – 3 (three) persons.
Main areas of PJSC “Centrenergo” activity:
- Electricity generation
- Construction of other buildings
- Electricity transmission
- Electricity distribution
According to the Supervisory Board formation principles of Public Joint Stock Company “Centrenergo” 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 in the industry corresponding to the direction of activity of the enterprise, 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 six 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 PJSC “Centrenergo” and / or its affiliated legal entities (subsidiaries, branches);
does not receive and / or has not received within the previous three years from PJSC “Centrenergo” 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 PJSC “Centrenergo” or is not an official or a person who performs managerial functions, and is also a natural person - entrepreneur who during the past year has had significant business relations with the company 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 PJSC “Centrenergo” 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 PJSC “Centrenergo” and / or its affiliated legal entities;
is not and / or has not been an employee for the previous three years of PJSC “Centrenergo” and / or its affiliated legal entities;
is not a shareholder - the owner of the majority shareholding of PJSC “Centrenergo” 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 PJSC “Centrenergo” Supervisory Board for more than total 12 years;
cannot be the founder, shareholder (participant), chairman and / or member of the supervisory board of an enterprise, other business company operating in the same or related markets with PJSC “Centrenergo” (according to part three of Article 112 of the Law of Ukraine "On Management of objects of state property ");
is not a close person to the persons mentioned in the provisions above. (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 this Article 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 corresponding to the direction of activity of the enterprise;
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: preparation for privatization, 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:
successful experience in developing or implementing a strategy for large enterprises in/or electricity, gas, steam and air conditioning supply industry;
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 Public Joint Stock Company “Centrenergo”
Defining the strategy and monitoring its implementation:
defining activity strategy for PJSC “Centrenergo” 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.
taking appropriate transparency measures to increase public confidence in PJSC “Centrenergo”, 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 PJSC “Centrenergo”;
ensuring compliance with the best 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 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 PJSC “Centrenergo” 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 PJSC “Centrenergo”;
ensuring compliance of the actions of the senior management of PJSC “Centrenergo” with the best standards of corporate governance;
reviewing and approving the plans of senior management of PJSC “Centrenergo” for the effective management of its subsidiaries, branches, representative offices or other subdivisions or entities controlled by PJSC “Centrenergo”.
Reconciliation of interests:
ensuring the consistency of the motivation and actions of the senior management of PJSC “Centrenergo” to the best interests of the company;
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 in PJSC “Centrenergo” 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 PJSC “Centrenergo” in the market;
ensuring that PJSC “Centrenergo” has adequate 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.
Transparency and disclosure of information:
promoting transparency and disclosure of information, as well as communication quality, in accordance with Ukrainian law and best practices.
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) (Ukrainian and English languages);
- consent to personal data processing (Ukrainian and English languages);
- references (if any);
- application on correspondence to the criteria of Independent Non-Executive Director of a Supervisory Board of the company (Ukrainian and English languages);
- motivation list on performance of Independent Non-Executive Director of a Supervisory Board functions.
The applicant may submit other documents that will confirm his professional and / or moral qualities.
Relevant documents are 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) March 25, 2021 in Ukrainian and English to e-mail address: email@example.com 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*3244,*3216,*3241 (the secretariat of the committee on the appointment of managers of enterprises of particular importance to the economy).
The selection results will be published on the official website of the Ministry of Economy, Trade and Agriculture 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:
- certificate / extract from the personnel management department of the respective company;
- tax return (from the state authorities);
- reference (recommendation) letter of the head;
- employment (civil) contracts;
- other documents.
If the document contains confidential or commercial information, please make sure that it is excluded (deleted).
** If you send documents in paper form to the postal address, please confirm such sending by e-mail or telephone.
|Ministry of Economy of Ukraine||
01008, Ukraine, Kiyv city,
Grushevsky str., 12/2