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Announcement of selection for the position of an independent non-executive director of the supervisory board of the joint stock company “Ukrposhta” (JSC “Ukrposhta”)

According to the decision of the Committee for the Appointment of Heads of Enterprises of Critical Importance for the Economy, the deadline for submitting documents from candidates on the positions of independent members of the Supervisory Board of Ukrposhta was extended till 09:00 (Kyiv time) on February 28, 2022.

 

14.01.2022 | 15:28

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 order of the Ministry of Infrastructure of Ukraine from November 11, 2021 № 605 “On the competitive selection of independent members of the supervisory board of the Joint Stock Company Ukrposhta” announces a selection for 5 (five) positions of the independent member of the Supervisory board of Joint Stock Company “Ukrposhta”.

Company name: the Joint Stock Company “Ukrposhta” (JSC “Ukrposhta”, company).

JSC “Ukrposhta” place of location: 01001, Kyiv, Khreschatyk street, 22.

Number of the Independent Non-Executive Directors of the Supervisory Board selected in the competition – 5 (five) persons.

Key Lines of Commercial Activity of the Company:

JSC Ukrposhta, the only national postal operator in Ukraine, announces open competition for the vacant positions of five members of the Supervisory Board.

The founder and shareholder of JSC Ukrposhta is the state represented by the Ministry of Infrastructure of Ukraine. The company has about 10,000 post offices in Ukraine and more than 62,000 employees. The company provides universal postal services, the list of which and the relevant tariffs are approved by the National Commission for The Regulation of Communications, and has the exclusive right to publish, put into circulation and organize the distribution of postage stamps, stamped envelopes and cards, as well as their withdrawal from circulation in Ukraine. The annual reports of the enterprise can be found at the link or on the website of the company in the section "Public Information".

Ukrposhta is one of the best examples of corporate governance of state-owned enterprises in Ukraine within the framework of corporate governance reform according to the principles of the Organization for Economic Cooperation and Development (OECD) – modern system of interaction between shareholders and the company's management. Also, the Company in the face of active competition with private market players as per its transformation plan and successful management strategy by the board of directors and supervisory board became a profitable enterprise and began to regularly pay large dividends to the shareholder. In particular, according to the results of 2019 Ukrposhta transferred to the state budget UAH 202.7 million – four times more than the total dividends over the past ten years.

Corporate governance at state-owned enterprises is an important priority in terms of transformation of Ukrposhta, one of the strategic steps of which is the infrastructure upgrade program. As part of the implementation of this plan and in support of Ukrposhta's corporate governance reform, the Ministry of Infrastructure of Ukraine and the European Bank for Reconstruction and Development (EBRD) in 2020 signed an agreement on granting the loan of EUR 63 million to finance the modernization of logistics infrastructure and the transport fleet of the national postal operator.

Requirement for the position of the Independent Non-Executive Director of the Supervisory Board Joint Stock Company “Ukrposhta”

For the Supervisory Board to properly exercise its powers, each member of the Supervisory Board must meet the general requirements for candidates for the position of a member of the Supervisory Board of the Company, which include, in particular:

  • Higher education and relevant professional experience
  • Professional knowledge of the best corporate governance standards
  • Impeccable business reputation
  • Comply with the requirements of independence defined by the legislation of Ukraine
  • Have at least one of two languages: Ukrainian or English
  • Experience in senior management positions particularly but not limited to postal, logistics, investment management, financial services, banking services, asset management, business process administration, audit, international relations, law, etc.
  • Understanding of the postal and logistics market, in particular the postal and logistics market of the European Union countries, including knowledge of directives and other acts of legislation of the European Union that regulate relations in the field of postal communication and logistics, knowledge of trends and prospects for the development of the postal and logistics industry
  • Full civil capacity
  • Absence of a criminal record that has not been removed or revoked in accordance with the procedure established by law

A member of the Supervisory Board must have professional competence (expertise) in at least one of these areas:

  • Strategic Management
  • Investment Management and IPO
  • Risk Assessment and Management
  • Digital Technologies
  • Financial Management (Cash Flows)
  • Corporate Governance
  • Business Processes Management
  • Law (Legal Support)
  • Strategic Human Resources Management
  • Audit (Internal Audit)

Additional requirements that will be an advantage:

  • Experience in supervisory boards (boards of directors) or senior management positions in large companies (in particular, general director, division director, chairman/member of the board)
  • Experience in international companies and international markets
  • Experience in attraction of investors, financial institutions, restructuring of international financial obligations for the implementation of investment programs and programs of enterprise development (loans, bonds, initial public opening, etc.)
  • Experience of management of transformational processes and complex projects of organizational changes.
  • Understanding all aspects of business and the ability to make decisions with a full understanding of the short-term and long-term consequences
  • Demonstrated courage and leadership in previous jobs, diplomatic skills, and experience in managing stakeholder expectations

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 Joint Stock Company “Ukrposhta” and / or its affiliated legal entities (subsidiaries, branches);
  • does not receive and / or has not received within the previous three years from Joint Stock Company “Ukrposhta” 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 Joint Stock Company “Ukrposhta” 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 Joint Stock Company “Ukrposhta” 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 Joint Stock Company “Ukrposhta” and / or its affiliated legal entities;
  • is not and / or has not been an employee for the previous three years of Joint Stock Company “Ukrposhta” and / or its affiliated legal entities;
  • is not a shareholder - the owner of the majority shareholding of Joint Stock Company “Ukrposhta” 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 Private Joint Stock Company Joint Stock Company “Ukrposhta” 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 Joint Stock Company “Ukrposhta” (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).

Expected functions and competencies of the Supervisory Board:

• approval of internal policies regulating the activities of the company, except those that are within the exclusive competence of the general shareholders meeting according to the law on joint-stock companies, and those that were transferred by the decision of the Supervisory Board for approval to the executive body;

• approval of the policy on remuneration of members of the executive body of the joint-stock company;

• approval of the report on remuneration of members of the executive body of the joint-stock company;

• preparation of the agenda of the general shareholders meeting, making a decision on the date of it taking place and on the inclusion of proposals to the agenda, except for convening an extraordinary general shareholders meeting;

• formation of a temporary counting commission in case of convening a general shareholders meeting by the supervisory board, unless otherwise provided by the company's charter;

• approval of the form and text of the ballot paper;

• making a decision on holding a regular or extraordinary general shareholders meeting in accordance with the charter of the company;

• election and termination of powers of the chairman and members of the executive body;

• approval of the terms of contracts that will be concluded with the members of the executive body, determining the amount of their remuneration;

• deciding on the dismissal of the chairman or member of the executive body from exercising powers and electing a person who will temporarily exercise the powers of the chairman of the executive body;

• election and termination of powers of the chairman and members of other bodies of the company;

• appointment and dismissal of the head of the internal audit department (internal auditor);

• approval of the terms of employment contracts concluded with employees of the internal audit department (with the internal auditor), determining the amount of their remuneration, including incentive and compensation payments;

• control over the timeliness of providing (publication) by the company of reliable information about its activities in accordance with the legislation, publishing by the company information about the principles (code) of corporate governance of the company;

• review of the report of the executive body and approval of measures based on its results in case the charter of the company assigns the issue of appointing and dismissing the chairman and members of the executive body to the exclusive competence of the supervisory board;

• election of the registration commission, except in cases established by the law on joint stock companies;

• election of an auditor (audit firm) of a private joint stock company for conducting an audit based on the results of the current and/or past (past) year (years);

• providing recommendations to the general shareholders meeting on the selection, appointment, reassignment and dismissal of an external auditor (audit firm) of a public joint stock company; determination of the terms of the contract concluded with the auditor (audit firm) of the company, determining the amount of payment for its services;

• approval of recommendations to the general shareholders meeting based on the results of the report of the external independent auditor (audit firm) to make a decision based on it;

• determining the date of drawing up the list of persons entitled to receive dividends, the procedure and terms of payment of dividends within the deadline;

• determining the date of drawing up the list of shareholders who should be notified about the general shareholders meeting in accordance with the law on joint stock companies and have the right to participate in the general shareholders meeting;

• solving issues about the company's participation in industrial and financial groups and other associations;

• resolution of issues on the establishment and/ or participation in any legal entities, their reorganization and liquidation;

• resolution of issues on the establishment, reorganization and/or liquidation of structural and/or separate subdivisions of the company;

• resolution of issues within the competence of the supervisory board in accordance with the law on the joint stock companies in case of merger, acquisition, division, allocation or transformation of the company;

• making a decision to consent to a significant transaction or to give prior consent to such a transaction;

• determining the probability of declaring the company insolvent as a result of committing to obligations or their fulfillment, including due to the payment of dividends or redemption of shares;

• making a decision on electing an appraiser of the company's property and approving the terms of the contract to be concluded with him, determining the amount of payment for his services;

• making a decision on choosing (replacing) a depository institution that provides additional services to a joint-stock company, approving the terms of the agreement to be signed with it, establishing the amount of payment for its services;

• sending an offer to shareholders in accordance with the law on joint stock companies;

• resolving other issues that fall within the exclusive competence of the supervisory board in accordance with the charter of the joint-stock company.

To participate in the selection, the applicant personally submits and / or sends by e-mail an application for participation in the selection (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:

  • a copy of an identity document, a copy of the employment record book (if available) or documents confirming the availability of work experience, a copy of a document of higher education;
  • biographical information (summary) (in Ukrainian and English) with photo 3×4;
  • consent to personal data processing (in Ukrainian and English);
  • recommendation letters (if available);
  • application on correspondence to the criteria of Independent Non-Executive Director of a Supervisory Board of the company (in Ukrainian and English);
  • cover letter on performance of Independent Non-Executive Director of a Supervisory Board functions (shall not exceed two pages, in Ukrainian and English).

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 09:00 (Kyiv time) 14.02.2022 in Ukrainian and English to e-mail address:  [email protected]  or to the correspondence address**:  01008, Kyiv, 12/2 Hrushevskoho M. str, Ministry of Economy of Ukraine.

Phone number for reference: +38 (044) 200 47 73*3244,*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 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.

* 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.

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