The Ministry of Energy of Ukraine, by Order No. 394 dated 20 August 2026, has announced a competitive selection process for candidates to fill three (3) positions of Independent Supervisory Board Members of Limited Liability Company "Gas Transmission System Operator of Ukraine" (GTSOU LLC).

The selection will be conducted in accordance with the Procedure for the Competitive Selection of Candidates for the Position of Independent Member of the Supervisory Board of a State Unitary Enterprise and Their Appointment, as well as the Competitive Selection of Candidates for the Position of Independent Member of the Supervisory Board of a Business Company in which more than 50 per cent of the shares (participatory interests) in the charter capital are owned by the state and who are nominated by the state property management authority for election as independent members of the Supervisory Board, approved by Resolution No. 142 of the Cabinet of Ministers of Ukraine dated 10 March 2017.

Company	Gas Transmission System Operator of Ukraine LLC (hereinafter, GTSOU LLC or the Company)
Registered location	Kyiv, Ukraine
State property management authority	Ministry of Energy of Ukraine
Number of vacancies	Three (3) Independent Supervisory Board Members
Expected time commitment	At least 36 working days per year dedicated to Supervisory Board duties

1. General information about the Company

GTSOU LLC is the certified gas transmission system operator of Ukraine and a natural monopoly entity providing natural gas transmission services to customers in Ukraine and European countries. The Company was established in 2019 as part of Ukraine's commitments under the Energy Community framework concerning the unbundling and independence of the gas transmission system operator. Since 1 January 2020, the Company has operated as Ukraine’s certified gas transmission system operator, independent from vertically integrated undertakings.

GTSOU LLC plays a key role in ensuring the operation of the natural gas market, the reliability of gas supply and Ukraine’s energy security. The Company provides access to the gas transmission system, natural gas transmission, capacity allocation, congestion management, nomination and renomination procedures, system balancing, dispatching and gas metering, and cooperation with adjacent transmission system operators. Ukraine’s gas transmission system is one of the world’s largest and most extensive trunk gas pipeline networks and has historically connected the gas markets of Ukraine and Europe.

In the context of the full-scale war, one of the Company’s key priorities is to ensure the continuous and secure operation of the gas transmission system, protect its facilities, respond promptly to damage, manage the technical condition of assets and maintain the system’s readiness for heating seasons.

The Company’s governing bodies are the General Meeting, the Supervisory Board and the Directorate. The General Meeting is the Company’s supreme governing body; its powers and functions are exercised solely by the Company’s single participant, the State of Ukraine represented by the Ministry of Energy of Ukraine. The Supervisory Board is a collegial body that protects the rights of the single participant, ensures compliance with the requirements relating to the unbundling and independence of the gas transmission system operator, provides strategic oversight of the Company and supervises the activities of the Directorate. The Company’s day-to-day operations are managed by the Directorate headed by the Chief Executive Officer.

Additional information:

• Website: Link
• Financial statements: Link
• Regulations on the Supervisory Board: Link

2. Expected role and functions

The powers and responsibilities of the Supervisory Board of LLC “Gas Transmission System Operator of Ukraine” are defined by Part One of Article 11-4 of the Law of Ukraine “On the Management of State-Owned Assets”, the State Ownership Policy approved by Resolution of the Cabinet of Ministers of Ukraine No. 1369 dated 29 November 2024, the Company’s Charter, and the Supervisory Board Regulation.

Key expected functions of a Supervisory Board member:

• Participation in determining the Company’s priority areas of activity and in the development, approval, and control of the implementation of the strategic development plan;
• Control and oversight of the activities of the Company’s executive body, monitoring the achievement of strategic, financial, operational, and non-financial objectives, and ensuring the accountability of the executive body for its performance and compliance with applicable requirements;
• Participation in the approval and control of the implementation of the annual financial plan, annual investment plan, and medium-term investment plan;
• Participation in decision-making regarding the appointment and termination of the powers of the head and members of the Company’s executive body in accordance with the authority of the Supervisory Board;
• Participation in determining remuneration arrangements, evaluating performance, and succession planning for the head and members of the executive body;
• Control over the functioning of an effective internal control, risk management, compliance, and internal audit system;
• Establishment of and control over the Company’s system for identifying, disclosing, preventing, and managing conflicts of interest;
• Control and oversight of the Company’s financial and business activities, review of financial statements and the results of external and internal audits, and ensuring the integrity and reliability of financial reporting;
• Participation in the consideration of and decision-making on attracting investments, material transactions, and other matters assigned by legislation and the Company’s Charter to the competence of the Supervisory Board;
• Oversight of the management of the Company’s key financial and non-financial risks and ensuring the proper identification, assessment, monitoring, and management of strategic, operational, financial, cybersecurity, legal, compliance, and reputational risks in order to ensure the Company’s long-term sustainability;
• Participation in the work of Supervisory Board committees in accordance with the professional expertise and competencies of the Supervisory Board member;
• Ensuring independent, objective, and diligent decision-making in the interests of the Company, while contributing to the continuous and effective functioning of the Supervisory Board;
• Personal performance of the duties of a Supervisory Board member, compliance with independence requirements, and prevention and resolution of conflicts of interest;
• Participation in the preparation of the Supervisory Board’s report and in the evaluation of the effectiveness of its activities;

Performance of other functions and exercise of other powers provided for by the legislation of Ukraine, the Company’s Charter, and the Regulations on the Supervisory Board.

The Company’s Charter is available at: Link

Mandatory and existing Supervisory Board committees:

Committee	Mandatory status	Current status
Nomination and Remuneration Committee	Mandatory	Established
Audit Committee	Mandatory	Established

3. Supervisory board profile

The Supervisory Board of GTSOU LLC is a collegial body that directs the Company within its remit and controls and regulates the activities of the Company’s executive body. Its work is governed by Ukrainian law, the Company’s Charter, the Regulations on the Supervisory Board and other applicable regulations.

According to the Charter of LLC “Gas TSO of Ukraine”, the Supervisory Board comprises three (3) independent members and two (2) state representatives. Collectively, the independent members must cover the following competency profiles:

• Profile 1. Strategic management, operations and large-scale business transformation.
• Profile 2. Finance, audit and investments.
• Profile 3. Gas transmission.

A single Supervisory Board member may satisfy the requirements of multiple competency profiles.

Supervisory Board competencies

Each independent member must possess professional experience, competencies and practical skills that complement the expertise of the other members. Diversity of professional backgrounds, sector knowledge, international practice and decision-making approaches should enable effective oversight of a strategic state-owned company managing critical energy infrastructure amid wartime and security risks.

Collectively, the independent members appointed through this selection process should cover the full spectrum of competencies listed below:

• strategic and operational management of large companies, including corporate strategy development and execution, operations, production efficiency, critical assets, business transformation, organisational change, business continuity and resilience in crises and high-security-risk environments;
• corporate finance, audit and investments, including financial strategy, financial resilience, liquidity management, capital structure and debt, engagement with international financial institutions, fundraising, and oversight of major investment and CAPEX programmes;
• natural gas markets and gas transmission system operations, including the Ukrainian and European gas markets, transmission and balancing, capacity allocation, integration into the European energy area, and the development and oversight of market, operational and commercial strategy;
• management of gas transmission and other critical infrastructure, including operation, reliability, safety and continuity of trunk pipelines, compressor stations and other assets, technical integrity, asset lifecycle management and emergency response;
• infrastructure modernisation, development and transformation, including reconstruction, construction and modernisation programmes, assessment of technical solutions and investment priorities, implementation risks and long-term economic viability;
• technology, digitalisation and cybersecurity, including digital technologies, automated control, monitoring and forecasting systems, improved operational efficiency and infrastructure reliability, and cyber-risk management;
• corporate governance and the regulatory environment, including international governance standards, engagement with public authorities and regulators, and an understanding of Ukrainian and EU energy-sector reforms;
• international cooperation and strategic partnerships, including international negotiations, long-term partnerships with commercial, public and international organisations, engagement with international financial institutions and application of international corporate governance practices.

4. Candidate requirements

Each candidate must be highly professionally qualified, meet the requirements below and possess the competencies described above.

Mandatory qualification requirements:

A Supervisory Board member must meet qualification requirements relating to education, language proficiency and professional experience.

1. A higher education degree in at least one of the following fields:

• management and administration;
• economics;
• finance;
• audit;
• international relations;
• law;
• management or business administration;
• another field relevant to the Company’s activities, including energy, gas production, engineering or electrical engineering.

2. Fluency in Ukrainian and/or English.
3. At least 15 years of professional experience in at least one of the fields listed above.
4. At least seven years of experience in senior management positions, or at least seven years of civil service or equivalent experience in roles involving managerial or strategic functions. The candidate must demonstrate experience as a company head, member of an executive body, or leader of a key function or business line with direct responsibility for strategic decision-making. Preference will be given to experience in organisations comparable to GTSOU LLC in asset scale, operational complexity, investment programme size, regulatory burden or strategic importance.
5. Full legal capacity.
6. Professional knowledge, skills, experience and other attributes necessary for the proper performance of Supervisory Board duties, taking into account the Company’s principal activities and the functional responsibilities of the Board member.
7. Integrity, impartiality and an impeccable business reputation.
8. Must not hold elected office or be an official of a central or local government authority.
9. No unspent or outstanding criminal conviction.
10. No special economic or other restrictive measures (sanctions) imposed under the Law of Ukraine “On Sanctions”.
11. Must not be a citizen of a state recognised by the Verkhovna Rada of Ukraine as an aggressor state.
12. Must not simultaneously serve on supervisory boards or boards of directors of more than five legal entities.
13. No conflict of interest that could impair the proper performance of Supervisory Board duties.
14. Ability to devote at least 36 working days per year to Supervisory Board work, including travel to Ukraine.

Independence requirements and restrictions:

A candidate for the position of Independent Supervisory Board Member of the Company shall be a natural person who meets the requirements applicable to independent supervisory board members as defined by:

• Part One of Article 11-3 of the Law of Ukraine "On the Management of State-Owned Property";
• Article 73 of the Law of Ukraine "On Joint Stock Companies";
• the Procedure for the Competitive Selection and Appointment of Candidates for the Position of Independent Supervisory Board Member of a State Unitary Enterprise, as well as for the Competitive Selection of Candidates for the Position of Independent Supervisory Board Member of a Business Entity in which more than 50 percent of shares (interests) are owned by the State and which are proposed by the state asset management entity for election as independent supervisory board members, approved by Resolution No. 142 of the Cabinet of Ministers of Ukraine dated 10 March 2017.

In particular, a candidate may not be a person who:

1. is, or within the last five years has been, an officer of the Company, its subsidiary, branch, representative office and/or any other separate subdivision, except for serving as an independent member of the supervisory board;
2. is, or within the last three years has been, an employee of the Company, its subsidiary, branch, representative office and/or any other separate subdivision;
3. is an affiliated person (as defined in the Law of Ukraine "On Joint Stock Companies") of the Company and/or its shareholders (participants), or of its subsidiary, branch, representative office and/or other separate subdivisions, and/or their officers;
4. receives, or has received during the preceding three years, any income from the Company, its subsidiary, branch, representative office and/or any other separate subdivision, except remuneration for performing the functions of a supervisory board member;
5. owns (directly or indirectly), either independently or together with affiliated persons, 5 percent or more of the share capital of the Company, or represents the interests of such an owner;
6. is a civil servant or a representative of the State;
7. is an independent auditor of the Company, its subsidiary, branch, representative office or other separate subdivision, or has acted in such capacity during any period within the three years preceding his or her appointment (election) to the supervisory board;
8. participates in the audit of the Company, its subsidiary, branch, representative office and/or other separate subdivision as an auditor employed by an audit firm, or has participated in such an audit during any period within the three years preceding his or her appointment (election) to the supervisory board;
9. has, or within the last year has had, a material business relationship with the Company, its subsidiary, branch, representative office or other separate subdivision, either directly as an individual entrepreneur or as a shareholder (participant), manager or member of the executive body of a business entity that has or had such relationship. For the purposes of this clause, the materiality of a business relationship shall be determined by the charter of the Company or the regulations governing the supervisory board;
10. has served as a member of the Company's supervisory board for an aggregate period exceeding 12 years;
11. is a close person of any individual referred to in items 1-10 above (the term "close person" shall have the meaning assigned to it in the Law of Ukraine "On Prevention of Corruption").

Additional requirements / preferred qualifications:

• Additional education in business administration, finance, engineering or a related discipline will be an advantage.
• At least five years of professional or managerial experience in the energy sector or a related industry, including gas transmission or the management, operation, modernisation or development of major infrastructure assets.
• Experience with major gas transmission system operators or critical infrastructure.
• Experience on supervisory boards or other corporate governance bodies, particularly in companies operating under high uncertainty, crisis, wartime conditions or other significant security risks, will be an advantage.

Ethical requirements: 

• Adherence to high professional standards and principles.
• Integrity, impartiality and honesty.
• Independence of judgement and willingness to defend one’s position constructively.

Personal qualities and competencies:

• Strategic thinking.
• Communication and influencing skills.
• Constructive collaboration and teamwork.
• Ability to operate under uncertainty and in crisis situations.
• Diplomacy and cross-cultural competence.

Profile 1. Strategic Management, Operations and Large-Scale Business Transformation

Role within the corporate governance framework

This member strengthens the Supervisory Board’s capacity to set the Company’s strategic direction, control and oversee operations, critical infrastructure resilience and large-scale transformation. The role requires independent assessment of strategy, operating plans and transformation initiatives proposed by the executive body, including their economic rationale, operational feasibility, impact on business continuity, gas transmission system reliability, asset resilience and the Company’s long-term value.

Professional experience

• Experience in developing and implementing corporate strategy in large companies.
• Experience in strategic planning and monitoring the achievement of strategic objectives.
• Understanding of the strategic challenges facing the energy sector.
• Senior management experience with responsibility for the operations of large manufacturing, energy, infrastructure or other companies with complex and critical assets.
• Experience in managing operational efficiency, production processes, resources and performance indicators, as well as ensuring business continuity, reliability and operational recovery.
• Understanding of the principles of operational planning, budgeting, performance management, asset integrity and resilience, business continuity and critical infrastructure security, including in crisis situations or under significant security risks.
• Experience in implementing business transformation programmes, organisational change or corporate reform.
• Hands-on experience in managing large-scale change, digital transformation or business process optimisation.
• Understanding of contemporary approaches to change management, organisational capability development and ensuring the sustainability of transformations.
• Experience in managing a company or functional area during crises, periods of high uncertainty or emergency situations.
• Hands-on experience in ensuring business continuity, crisis response and operational recovery.
• Understanding of the principles of crisis management and business continuity.

Key competencies:

• Strategic management.
• Operations management.
• Business transformation and change management.
• Crisis management and business resilience.

Profile 2. Finance, Audit and Investments

Role within the corporate governance framework

This member provides professional oversight of the Company’s financial strategy, financial reporting, audit, liquidity, capital structure, debt and investment programme financing. The role is intended to ensure that financial and investment decisions are based on reliable information, realistic forecasts and appropriate effectiveness analysis, while supporting the Company’s long-term financial resilience.

Professional experience

• Deep understanding of financial reporting and accounting principles applicable to large companies.
• Experience with external and/or internal audit matters at Board of Directors / Supervisory Board level.
• Ability to assess the quality of financial reporting, financial controls and the Company’s interaction with external auditors.
• Hands-on experience in corporate finance in large companies.
• Experience in liquidity management, capital structure, debt burden and debt financing.
• Experience in raising or managing significant debt financing, including bank and/or international financing.
• Understanding of the requirements of international financial institutions (IFIs) and the specifics of long-term financing of infrastructure projects.
• Experience in evaluating, financing and/or overseeing large-scale investment programmes and CAPEX. Experience gained under financial, security and operational constraints will be an advantage.
• Ability to assess investment projects in terms of economic viability, funding sources and long-term financial sustainability.
• Experience with large infrastructure, energy or industrial investment projects will be an advantage.
• Experience in developing or overseeing the long-term financial strategy of a large company.
• Understanding of the interrelationship between the investment programme, financing, liquidity, debt burden and the Company’s financial resilience.
• Ability to assess the Company’s financial resilience and key financial decisions at Supervisory Board level.

Key competencies:

• Audit and financial reporting.
• Corporate finance and liquidity management.
• Investment programmes and CAPEX.
• Financial strategy and resilience.

Profile 3. Gas Transmission

Role within the corporate governance framework

This member provides the sector, operational and technological expertise required to assess the reliability, efficiency and long-term development of the gas transmission system, its role in national energy security and its integration into the European energy area. The role requires the ability to control and supervise the operation, modernisation and development of gas transmission infrastructure, assess investment programmes, technical solutions and related risks, and understand current technology, digitalisation and cybersecurity trends affecting critical infrastructure.

Professional experience

• In-depth understanding of the natural gas market, the role of a gas transmission system operator, and transmission, balancing, capacity allocation and market-participant interaction mechanisms.
• Understanding of trunk gas transmission infrastructure, including gas-flow management, compressor capacity, entry and exit points, and interaction with gas storage facilities and adjacent transmission systems.
• Understanding of the European gas market model, the Third Energy Package, network codes, ENTSOG and integration into the European energy area.
• Experience developing or strategically overseeing the market, operational or commercial strategy of a gas transmission, energy or other major infrastructure company.
• Experience managing or strategically overseeing major gas transmission, energy or other critical infrastructure assets.
• Understanding of system reliability and continuity and management of the technical condition of trunk pipelines, compressor stations and other critical infrastructure.
• Understanding of asset integrity management, maintenance, asset lifecycle management, industrial safety and emergency-risk management.
• Experience overseeing continuity, crisis management and restoration of damaged energy assets will be a significant advantage.
• Experience implementing or strategically overseeing major modernisation, reconstruction or construction programmes involving gas transmission, energy or other critical infrastructure.
• Ability at Supervisory Board level to assess investment programmes, technical solutions, CAPEX, asset-modernisation priorities, implementation risks and long-term economic feasibility.
• Understanding of the need to adapt the gas transmission system operating model to changes in gas volumes and flow directions.
• Experience managing or overseeing complex infrastructure projects involving contractors, regulators, public authorities and international financial organisations.
• Understanding of digital dispatching, monitoring, forecasting, automation and technical-condition management systems for gas transmission infrastructure.
• Understanding of the role of data, automated control systems and predictive maintenance in improving reliability, safety and economic efficiency.
• Ability to assess technology solutions and digitalisation programmes in terms of reliability, economic efficiency, operational risks and critical-infrastructure cybersecurity.

Key competencies:

• Gas markets and gas transmission system operations.
• Management of gas transmission and critical infrastructure.
• Modernisation and transformation of gas transmission infrastructure.
• Technology, digitalisation and cybersecurity.

Cross-cutting preferred competencies relevant to all profiles:

• International negotiations and strategic partnerships.
• International corporate governance practices.
• Regulatory environment and engagement with public authorities.

5. Terms and remuneration

Independent members of the Supervisory Board of LLC “Gas TSO of Ukraine” will receive remuneration in an amount determined in accordance with the procedure prescribed by the legislation of Ukraine.

Expected time commitment: at least 36 working days per year dedicated to Supervisory Board duties.

The terms of the civil-law agreement to be concluded with a Supervisory Board member are approved by the General Meeting.

6. Competitive Selection Process

• Announcement of the competition;
• Receipt of applications from candidates;
• Assessment of candidates’ business reputation, including the review of any actual or potential conflicts of interest;
• Interviews with prospective candidates conducted by the executive search consultant;
• Identification and compilation of a shortlist of recommended candidates and preparation of the competitive selection report by the executive search consultant;
• Approval by the Nomination Committee of the executive search consultant’s selection report and the shortlist of recommended candidates;
• Interviews with shortlisted candidates conducted by the Nomination Committee;
• Selection by the Nomination Committee of the successful candidates;
• Approval of the successful candidates by the Cabinet of Ministers of Ukraine in accordance with applicable legislation.

7. Application Process

The application process consists of two stages.

Stage 1. To participate in the competitive selection, candidates must personally submit the following documents by email:

• Application for participation in the prescribed form, in Ukrainian and English;
• Candidate questionnaire in the prescribed form, in Ukrainian only. Where necessary, a machine-generated translation may be provided;
• Copy of an identity and citizenship document;
• Biographical profile (Curriculum Vitae/ Resume), including a recent color photograph (in Ukrainian and English);
• Declaration of compliance with the independence criteria in the prescribed form, in Ukrainian and English.
• Consent to personal data processing in the prescribed form, in Ukrainian and English.

Documents must be submitted from October 6, 2026_ until 18:00 (Kyiv time) October 30, 2026 to the email address: [email protected]

Telephone for enquiries: +38 (044) 200 44 84, +38 (044) 200 47 73*3244 (contact persons at the Secretariat of the Nomination Committee: Nataliia Dovhalenko, Svitlana Pasichna).

Stage 2. Candidates shortlisted and recommended for further consideration will be required to submit the following documents to [email protected] and [email protected] prior to the commencement of interviews conducted by the Nomination Committee:

• Motivation letter for the position of independent member of the Supervisory Board of GTSOU LLC, in Ukrainian and/or English.
• Certificate from the competent authority of the candidate’s country of permanent residence confirming the presence or absence of a criminal record, for foreign nationals or stateless persons.
• Employment history information from the Register of Insured Persons of the State Register of Compulsory State Social Insurance, or copies of the employment record book, if available, or other documents confirming relevant experience.
• Copy of a higher education diploma, where information on the diploma is absent from the Unified State Electronic Database on Education.
• Copies of postgraduate education and/or professional qualification documents, if available and where the information is absent from the Unified State Electronic Database on Education.
• References and recommendations, if available.

Candidates may additionally submit documents confirming compliance with the qualification and/or additional qualification requirements. In that case, the candidate must explain in the motivation letter why such documents should be considered.

The submitted documents must clearly present the relevant information.

The candidate bears personal responsibility for any inaccurate or incomplete information in the documents submitted.

8. Professional Executive Search Adviser

The professional executive search adviser engaged for the competitive selection is TALENT ADVISORS LLC (ODGERS).

Website: https://www.odgers.com/ua-uk/

Alina Demchenko

+380 50 139 2746

[email protected]

9. Publication of the selection results

The results of the competitive selection will be published on the official website of the state property management authority within two working days following the date of appointment or election of the independent Supervisory Board member, in accordance with the Procedure for the Competitive Selection of Candidates for the Position of Independent Member of the Supervisory Board of a State Unitary Enterprise and Their Appointment, as well as the Competitive Selection of Candidates for the Position of Independent Member of the Supervisory Board of a Business Company in which more than 50 per cent of the shares (participatory interests) in the charter capital are owned by the state and who are nominated by the state property management authority for election as independent members of the Supervisory Board, approved by Resolution No. 142 of the Cabinet of Ministers of Ukraine dated 10 March 2017.