According to the Law of Ukraine dated February 6, 2023, No. 2896-IX, "On the Joint Stock Company "National Nuclear Energy Generating Company "Energoatom," the Procedure for conducting a competitive selection of candidates for the position of independent members of the supervisory board of a state-owned enterprise and their appointment, as well as conducting a competitive selection of candidates for the position of an independent member of the supervisory board of a business entity, in the statutory capital of which more than 50 percent of shares (stakes) belong to the state, proposed by the subject of management of state property objects for the election to the position of independent members of the supervisory board, approved by the resolution of the Cabinet of Ministers of Ukraine dated March 10, 2017, No. 142, the resolution of the Cabinet of Ministers of Ukraine dated September 3, 2008, No. 777 "On conducting a competitive selection of managers of entities of the state sector of the economy," and the order of the Cabinet of Ministers of Ukraine dated December 29, 2023, No. 1227-r "On announcing a competitive selection of candidates for the positions of independent members of the supervisory board of the joint-stock company "National Nuclear Energy Generating Company "Energoatom," a competitive selection is announced for three positions of independent members of the supervisory board of the joint-stock company "National Nuclear Energy Generating Company "Energoatom."

The name of the company: The Joint Stock Company "National Nuclear Energy Generating Company "Energoatom" (JSC "NNEGC “Energoatom").

The location of the JSC "NNEGC "Energoatom": Kyiv, Ukraine

The number of the independent members of the Supervisory Board to be selected via competition -– 3 (three) persons.

The Joint Stock Company "National Nuclear Energy Generating Company "Energoatom" is the largest producer of electricity in Ukraine and plays a strategically important role in ensuring the energy security of the state.

The company is the operator of four nuclear power plants — Zaporizhzhia, Rivne, Pivdennoukrainsk, and Khmelnytskyi, which operate 15 nuclear power units with a total capacity of 13.8 GW, which provide about 55% of Ukraine's electricity needs.

The purpose of the company's activities is to generate profit from conducting economic activities to meet the needs of the state, legal entities, and individuals in electrical energy; ensuring the efficient and safe operation of nuclear power plants, safety during the construction, operation, and decommissioning of nuclear facilities.

The company's activities include:

1)Production, supply, purchase, and sale of electrical energy in Ukraine and abroad, energy produced for electricity and heat supply, derivative products of energy origin, equipment, and devices used in the respective industry, provision of auxiliary services in the energy sector, including, but not limited to:

Production of electrical energy, including from alternative energy sources and energy storage facilities at the production site.

Purchase and sale of electrical energy in various segments of the electrical energy market.

Provision of auxiliary services for frequency and active power regulation in the unified energy system of Ukraine.

Energy storage activities.

Export and import of electrical energy.

Purchase and sale of transmission capacity at international border crossings.

Trading activities in the electrical energy market.

Supply of electrical energy to own facilities and other consumers directly.

Formation of a balancing group (groups) among participants in the electrical energy market.

2)Production of thermal energy.

3)Transportation of thermal energy through main and local (distribution) thermal networks.

4)Supply of thermal energy.

5)Activities related to specific stages of the life cycle of nuclear facilities, including handling of radioactive waste, such as:

Selection of a site for placing a nuclear facility.

Design of a nuclear facility.

Construction and commissioning of a nuclear facility.

Operation of a nuclear facility.

Decommissioning of a nuclear facility.

6)Activities in the field of hydrography and hydrometeorology, performance of topographic, geodetic, and cartographic works following the Law of Ukraine on topographic, geodetic, and cartographic activities.

7)Construction activities following the Law of Ukraine on urban development regulation, including site investigation work for construction, development of urban planning documentation, architectural design of objects, construction and installation work, installation of engineering networks, commissioning work, author's and engineering supervision of construction, engineering activities in the construction of energy facilities, mining and processing industries, residential and non-residential buildings, transport structures, separate objects of engineering infrastructure, land reclamation systems, etc.

SUPERVISORY BOARD PROFILE

The Supervisory Board is planned to consist of a total of 5 members, with 3 being independent members and 2 being representatives of the State.

A member of the supervisory board, within the competence defined by the charter of the joint-stock company "NNEGC "Energoatom" and the legislation of Ukraine, manages the company and also controls and regulates the activities of its executive body.

The main task of forming the supervisory board is to create a management body for the joint-stock company primarily composed of individuals with experience in the state and/or private sector of the economy in the field of atomic (nuclear) energy, as well as experience in ensuring nuclear and radiation safety during the operation of nuclear power plants.

Every independent member of the supervisory board of the joint-stock company "NNEGC "Energoatom" must have such experience, competence, and professional skills primarily in the field of atomic (nuclear) energy that significantly differ from those of other members of the supervisory board, thus creating a diverse board that collectively provides comprehensive recommendations for the development and growth of the joint-stock company. The following experience is desirable for individual candidates but mandatory for the supervisory board as a whole and includes:

• Operational and/or executive experience in companies operating in the field of nuclear (atomic) energy, the energy sector, nuclear and radiation safety in OECD countries and/or Ukraine;
• Demonstrated experience in developing and implementing corporate governance systems in the nuclear (atomic) energy industry. Practical understanding of the principles and foundations of corporate governance, sustainable development, ecological, social and governance sustainability (ESG);
• Board member and/or top executive position (C-level) experience in the nuclear (atomic) energy industry in international and/or Ukrainian companies with a workforce of over 5000 employees, with responsibility for shaping the company's business/financial plan and budgeting, as well as attracting investments and overseeing investment analysis;
• Experience in other senior management positions in developed markets in OECD countries and/or Ukraine in companies with a workforce of over 5000 employees with oversight over technological functions and the proven ability to contribute to best practices and up-to-date innovations in the nuclear (atomic) energy industry;
• Demonstrated experience in managing transformational processes and complex organizational change projects in the field of electricity production, the electricity market, the safe and secure operation of nuclear facilities as well as transportation and storage of radioactive materials and spent nuclear fuel in OECD countries and/or Ukraine (business model transformation, organizational adaptation, mergers/acquisitions, crisis management);
• Expertise in finance and audit: formation of the company's business/financial plan and budgeting, responsibility for attracting investments, conducting investment analysis, conducting an external audit of the company as well as development of internal audit systems in international companies operating in the atomic (nuclear) energy industry in OECD countries and/or Ukraine;
• Proven ability to oversee comprehensive insurance and risk management programs within organizations, assess and identify risks that may harm the reputation, safety, particularly nuclear and radiation safety, reliability, or financial success of organizations;
• Ability to negotiate with a wide range of stakeholders in both the domestic and international energy sectors. Experience in the procurement of nuclear fuel will be an advantage.

The supervisory board is formed based on the principles of independence, professionalism, competence, diversity, efficiency, and transparency.

1. The principle of independence provides for the election of independent members to the Supervisory Board who do not hold elected positions, are not officials of state authorities and/or local self-government bodies, and are free from any material interests or relations with the company to ensure the adoption of an objective decision.

A member of the supervisory board of the company may be a person who meets the independence requirements established by law, in particular, the Laws of Ukraine "On Joint Stock Companies", "On the Management of State Property Objects", and the requirements for an independent member of the supervisory board of a state unitary enterprise and a business entity, in the authorized capital of which more than 50 percent of the shares (stakes) belong to the state, approved by the Resolution of the Cabinet of Ministers of Ukraine dated March 10, 2017 No. 142 (Official Bulletin of Ukraine, 2017, No. 24, p. 686).

2. The principle of professionalism entails having a sufficient level of professional expertise and experience among the members of the supervisory board in areas related to nuclear energy.

A member of the Supervisory Board must have an impeccable business reputation, have experience in strategic and operational management, be impartial and decent.

3. The principle of competence implies that the members of the supervisory board have successful track record, taking into account the profile of the company's activities, in at least one of the following areas:

ensuring nuclear and radiation safety during the operation of nuclear power plants and improving the efficiency of nuclear power plants in the current electricity market;

strategic management and business development in the areas of nuclear facilities operation and radioactive materials management, electricity generation and/or electricity market;

management of commercial activities in the electricity market;

management of consulting or research activities in the fields of nuclear energy or the development and transformation of energy markets.

4. The principle of diversity implies that the members of the supervisory board have experience in various sectors of the economy.

5. The principle of efficiency involves the members of the supervisory board performing their functions associated with carrying out the duties of the supervisory board, as defined by legislation and the Charter of the joint-stock company "National Nuclear Energy Generating Company 'Energoatom'," with the least possible expenses to achieve the necessary results.

6. The principle of transparency involves the formation of the supervisory board through a competitive selection process for independent members and the appointment of state representatives in accordance with the requirements of the legislation.

Requirements for Supervisory Board Member Candidates for JSC “NNEGC “Energoatom”

Minimum requirements for candidates:

Each candidate for the position of an independent member of the supervisory board of the joint-stock company "NNEGC "Energoatom" must meet at least the following requirements:

• Availability of full civil legal capacity.
• Availability and willingness to provide proof of the presence of higher education in the areas of management and administration, electric engineering, management, degrees in social and behavioral sciences with a specialization in economics, professional knowledge, and skills in particular in the field of atomic (nuclear) energy or the electricity market, or other energy sectors.
• Knowledge of trends and prospects in the field of atomic (nuclear) energy or the electricity market, or in other energy sectors, including the best international practices in implementing OECD corporate governance principles.
• The presence and willingness to provide confirmation of work experience in executive positions in a state-owned and/or private sector of the economy in the field of atomic (nuclear) energy and/or the electricity market, or in public service or its equivalent, for no less than 5 years, with experience as a member of the supervisory board for no less than 3 years during this period, will be an advantage.
• Each member of the Energoatom Supervisory Board must be willing to dedicate sufficient time to fulfil their assigned duties, which should amount to no less than 50 working days per year. Additionally, they should be prepared to travel to Ukraine to participate in Supervisory Board meetings.
• The ability to be present either in person or remotely through audio and video communication at the meetings of the supervisory board of Energoatom, which will be conducted in the form of joint presence at a specified location.
• Proficiency in Ukrainian and English – for citizens of Ukraine, English – for foreigners.
• Integrity, impartiality, and an impeccable professional record and reputation.

Required competencies:

Each independent member of the supervisory board of the joint-stock company "NNEGC "Energoatom" must meet the requirements of at least two of the following areas. At the same time, the independent members of the supervisory board in the aggregate must meet the requirements of all qualifications listed below.

1.Business strategy, operations, and change management in the energy sector:

• Executive experience (C-level) in international and/or Ukrainian companies operating in the nuclear (atomic) energy sector, the energy sector, nuclear and radiation safety in OECD countries and/or Ukraine, with a workforce of more than 5000 for at least 5 years.
• Successful experience in managing complex strategic processes and business model development in the field of electricity generation, the electricity market, safe and reliable operation of nuclear facilities, transportation of radioactive materials, processing, and storage of radioactive waste.
• Expertise in developing and implementing a long-term company strategy in the energy sector, including the nuclear field, and managing obligations in the nuclear industry.
• Experience in managing transformational processes and complex projects involving organizational changes, as well as a deep understanding of general challenges in the nuclear and energy sectors related to the activities of companies at the senior leadership level. Specific challenges in the nuclear sector, such as long-term management of nuclear power plants (e.g., extending their service life, decommissioning at the end of their service life, and disposal of radioactive waste and spent nuclear fuel).
• Demonstrated understanding of atomic/green energy policies and EU taxonomy aspects in the European Union market.
• Experience in managing consulting or research activities in the field of nuclear energy, or the development of energy markets in energy research centers or academic institutions with a recognized reputation.
• Competence in emerging technologies and technological expertise in nuclear power generation and/or nuclear energy-related obligations (such as spent fuel and radioactive waste management or nuclear facility decommissioning).

class="theses-item"2. Financial planning and investment:

 

• Deep knowledge in the field of financial accounting and financial audit.
• Analytical skills and extensive knowledge of investments and transactions in the nuclear (atomic) energy industry.
• Financial and auditing experience in the energy sector, including experience in investment projects and debt restructuring at C level or as a Supervisory Board committee chair/member.
• Successful experience in financial planning in the energy, nuclear (atomic) energy sector.

3. Legal, risk and compliance:

• Experience in managing the legal aspects of transformational processes and complex projects involving organizational and cultural changes; knowledge of the general challenges in the industry related to the activities of companies operating in the field of nuclear (atomic) energy.
• Experience working with the regulatory framework and regulatory authorities in the energy and/or nuclear fields, including at the international level.
• Broad knowledge in risk management and compliance, with experience in senior compliance/risk management roles, including nuclear safety, in recognized companies in the electricity or energy sector, or in an academic institution. Knowledge of legal frameworks related to liability in the nuclear field, both at the domestic and international levels, is a valuable asset.

4. EU regulation:

• Experience working in regulatory bodies, understanding the peculiarities of European institutions, particularly in the nuclear sectors. Additionally, experience in managing relationships with stakeholders, including investors and upstream suppliers such as energy fuel suppliers. Experience in managing commercial, legal, or regulatory activities in the EU electricity market, including the nuclear (atomic) energy sector.

5. Corporate governance:

• Experience as a member of the Board of Directors or Supervisory Board in the nuclear (atomic) energy sector.
• Practical understanding of the principles of corporate governance, sustainable development, environmental, social, and governance (ESG) in the energy sector; experience in the development and implementation of corporate governance systems.
• Oversight as a board member for the development/organization/conduct of leadership recruitment for the company, as well as conducting assessments of the management's performance in the energy sector.

TRANSVERSAL COMPETENCIES: Motivation and Leadership

These competencies are required of all Board Members:

• Displayed leadership skills and motivation to contribute to the strategic development of Ukraine's nuclear industry, persistence, and drive.
• Ability to act critically and independently.
• A commitment to continuous development and improvement of personal knowledge and skills.
• Adherence to high business standards and principles.
• Results-orientation.
• Diplomacy and responsibility.
• Excellent interpersonal and communication skills, conflict management, negotiation (notably in an international context), and facilitation skills.
• Demonstration of resilience and the ability to adapt to constant and numerous external pressures and changes inherent in the energy sector.

A person may not be nominated to the Supervisory Board of Joint-Stock Company NNEGC Energoatom as an independent member if such person is:

1. Have been or are the founder, shareholder (participant), leader, member of the supervisory board, employee, or representative of a person to whom the Government of Ukraine has applied personal, special economic, or other restrictive measures (sanctions).
2. Have an unexpired criminal record.
3. Have been found guilty by a court decision of violating the requirements of Article 89 of the Law of Ukraine "On Joint-Stock Companies."
4. Have been found guilty by a court decision of violating Ukrainian corporate legislation.
5. Be a citizen (subject) or resident of a country recognized by the Verkhovna Rada of Ukraine as an aggressor state, or a person (and related persons) subject to special economic and other restrictive measures (sanctions), including but not limited to those in accordance with the Law of Ukraine "On Sanctions."
6. Hold elective positions and/or be a public official of government authorities and/or local self-government.
7. Be a government official or a representative of the state.
8. Have been or within the last five years been an official of the State Enterprise "NNEGC "Energoatom", or a business entity that is its legal successor, subsidiary, branch, representation, and/or other separate unit.
9. Have been or within the last three years been an employee of the State Enterprise "NNEGC "Energoatom", or a business entity that is its legal successor, subsidiary, branch, representation, and/or other separate unit.
10. Be an affiliated person (as defined in the Law of Ukraine "On Joint-Stock Companies") of the State Enterprise "NNEGC "Energoatom", or a business entity that is its legal successor, subsidiary, branch, representation, and/or other separate units and/or their officials.
11. Receive or have received any income from the State Enterprise "NNEGC "Energoatom", or a business entity that is its legal successor, subsidiary, branch, representation, and/or other separate unit, except for income as a supervisory board member.
12. Be an auditor of the State Enterprise "NNEGC "Energoatom" or a business entity that is its legal successor, subsidiary, branch, representation, and/or other separate unit and have held such position in the last three years preceding their appointment (election) to the supervisory board.
13. Participate in audits of the State Enterprise "NNEGC "Energoatom" or a business entity that is its legal successor, subsidiary, branch, representation, and/or other separate unit as an auditor working for an audit organization, or have participated in such audits in the last three years preceding their appointment (election) to the supervisory board.
14. Have or have had within the last three years significant business or civil-law relations with the State Enterprise "NNEGC "Energoatom", or a business entity that is its legal successor, subsidiary, branch, representation, and/or other separate unit directly or as a shareholder (participant), leader, employee, or member of the executive body of an economic entity that has or had such relations.
15. Be a close person to individuals mentioned in points 6-14 above (the term "close person" is used as defined in the Law of Ukraine "On Prevention of Corruption").
16. Be a natural person-entrepreneur who had significant business relations with the State Enterprise "NNEGC "Energoatom", or a business entity that is its legal successor, and/or affiliated legal entities during the past year.

THE COMPETITIVE SELECTION PROCESS

1. Announcement of the competitive selection
2. The collection and assessment of the submitted documents of the candidates
3. Interviews with potential candidates conducted by recruitment agency
4. Definition and composing of the shortlist of candidates and the presentation of the shortlist to the Nomination Committee by the recruitment agency
5. Interviews with the shortlisted candidates conducted by the Nomination Committee
6. The selection of the winners is conducted by the Nomination Committee

REMUNERATION

Independent members of the supervisory board of JSC "NNEGC "Energoatom" will receive financial compensation that aligns with international standards, as per the resolution of the Cabinet of Ministers of Ukraine dated July 4, 2017, No. 668, "On the approval of the Procedure for determining the terms of payment for services and compensation of expenses for members of supervisory boards of state-owned enterprises and business entities, in the statutory capital of which more than 50 percent of shares (stakes) belong to the state." Additionally, Directors and Officers (D&O) insurance will be provided, and expenses incurred on behalf of the company will be reimbursed in accordance with the aforementioned resolution.

To participate in the selection process, the candidate must personally send an email with an application for participation in the selection. The application should be in both Ukrainian and English languages.

The application must contain the following information about the candidate (full name of the candidate, residential address, mailing address, contact phone number, email address). Along with the application:

• An Application copy of a candidate following the specified format (in the Ukrainian language only)
• A certificate from the competent authority of the candidate's country of permanent residence indicating whether the candidate has a criminal record or not
• A copy of an identity document, employment history information from the State Register of Insured Persons of the State Register of Mandatory State Social Insurance (or a copy of the employment record book, if available), documents confirming work experience*, and a copy of the document attesting to higher education
• Biographical information (resume) (in Ukrainian and English languages) with a 3x4 photograph
• Consent to the processing of personal data (in Ukrainian and English languages)
• Recommendations (if available)
• Declaration regarding compliance with the criteria for independence of a member of the Supervisory Board of the Energoatom (in Ukrainian and English languages)
• Motivation letter regarding the fulfilment of functions as a member of the Supervisory Board

The candidate may submit other documents that confirm their professional and/or moral qualities.

The relevant documents should be submitted in Ukrainian and English languages and must clearly reflect the information. The candidate is responsible for the accuracy of the submitted documents.

The candidate bears responsibility for the inaccuracy of the provided documents.

Documents should be submitted from February 2, 2024, until March 4, 2024, by 18:00 (Kyiv time) in Ukrainian and English to the email address: [email protected].

For inquiries, you can contact phone +38 (044) 200 44 84 or +38 (044) 200 47 73*3241 (contact persons in the secretariat of the committee for the appointment of top officials of enterprises critical to the economy: Natalia Dovhalenko, Tetiana Sveredyuk).

The selection results will be published on the official website of the Ministry of Economy of Ukraine in accordance with the Procedure for conducting a competitive selection of managers of entities in the state sector of the economy, approved by the resolution of the Cabinet of Ministers of Ukraine dated September 3, 2008, No. 777, "On conducting a competitive selection of managers of entities in the state sector of the economy."

Information on the financial and economic status is attached (2022, 2023).

Financial statement of SE "NNEGC "Energoatom" for 2022 together with audit report

*Such documents may include:

a reference/extract from the human resources department of the respective company;

a tax declaration (from government authorities);

a recommendation letter from a supervisor;

employment (civil-law) contracts;

other documents.