High profile opportunity to work as the Corporate Secretary with the newly appointed Supervisory Board of the future independent TSO operator implementing international standard Corporate Governance best practices in the strategically important Ukrainian 100% state owned Public Joint Stock Company.
The responsibilities of the Corporate Secretary to the Supervisory Board includes:
- Providing a service to all members of the board in connection to their roles as directors and support the chairman of the Supervisory Board and Chairs of the Committees of the Supervisory Board.
- Working with the Chairman of the Board to develop schedule of Board meetings to meet the obligations under the Company Charter and relevant laws of Ukraine.
- Ensuring adherence to the Corporate Governance action plan.
- Organization of the board and committees’ meetings and timely preparation of the necessary documents for board meetings and for the shareholder disclosure.
- Taking minutes at board and committees meetings.
- Ensuring implementation of the decision of the Supervisory Board of Directors.
- Working with executive management devise effective Board reporting pack and ensure its timely preparation and submission.
- Liaising with auditors, lawyers, tax advisers, bankers and shareholder representatives on Board governance issues.
- Ensuring compliance obligations under relevant laws and the requirements of regulatory authorities are met.
- Preparation of documentation for the Annual Shareholder meetings.
- Assisting in the design and content of the annual report, particularly in the areas on corporate governance and compliance
- Informing members of the board on any changes in legislation or law, as necessary and helpful for the board’s ability to exercise their duties
- Assisting in the set up and support of legal management (drafting of contacts, review of contracts, terms and conditions) to the extent required by the board of directors
- Legal advice and support in areas of corporate law, employment law, contract law and intellectual property, to the extent required by the board of directors, but at least during board meetings.
- Preparation and delivery of training for the Board directors on the corporate governance compliance matters and international governance best practices.
- Managing ad-hoc governance projects as decided by the Supervisory Board.
- The role will be based in the offices of the Energy Community Secretariat in Kyiv and Vienna and in the offices of MGU in Kyiv so ability to occasionally travel to Vienna is essential.
- 5+ experience on the senior roles within top law or corporate consultancy firms or similar positions in corporate sector.
- Proven experience in Ukrainian and European corporate law.
- Knowledge of corporate governance best practices.
- Interest in gas markets and gas transportation issues
- Fluent spoken and written Ukrainian and English (legal and gas transportation specifics)
- Experience of working on complex international projects
- Ability to manage schedule and work with limited supervision
- Ability to manage projects to tight deadlines.
- Team work and service orientation - self-motivated and self-starter/initiative
- Ability to communicate effectively and influence sensitively in cross-cultural setting
- Strong organisational skills: ability to plan, and organise and manage self and others
- Good leadership skills and excellent communication skills
- Orientation to detail
- Ability to mediate and achieve consensus
- Ability to work under pressure and under uncertainty
- Ability to overcome bureaucratic barriers
- Integrity and ability to handle sensitive and confidential information
Rolling annual renewable contact, trial period 3 month.
Up to 4,000 Euro equivalent a month based on the experience
Please send your CV in English with Cover letter explaining your interest and suitability for this role to email@example.com
Deadline for applications: 20 May 2018.
Background and context
Under the energy community treaty Ukraine has the obligation to separate the gas transmission and storage activities from 100% state - owned Public Joint Stock Company “National Joint Stock Company Naftogaz of Ukraine” (“Naftogaz”) in line with the 3rd Energy Package. Pursuant to the Resolution of the Cabinet of Ministers of Ukraine “On unbundling of natural gas transmission and storage (injection, withdrawal) operations” No. 496 of 01 July 2016 Ukraine adopted the restructuring plan of Naftogaz (hereinafter “the Unbundling Plan”).
The Unbundling Plan sets out concrete steps for Naftogaz restructuring in line with the chosen ownership unbundling model to separate gas transmission activities from natural gas storage. The Unbundling Plan foresees the establishment of two new entities in charge of transmission and storage operation: Main Gas Pipelines of Ukraine, a transmission system operator (“TSO) (hereinafter “MGU”) and Underground Storage Facilities of Ukraine (“UGS”) to fall under the supervision of the Ministry of Energy and Coal Industry.
Due to complexity of the issues, the unbundling concept is currently being reviewed by key stakeholders. It is possible that the Government of Ukraine may decide to attract strategic partners for operation of the TSO.
The people of Ukraine are the ultimate owners of MGU or any other entity to assume the TSO function and the company is guided in its activities by both the strategic long - term and tactical short - term interests of the Ukrainian society as a whole. The Cabinet of Ministers and the Ministry of Energy and Coal Industry of Ukraine are the government agencies responsible for furthering and protecting the citizens' interests in the company.
The General Meeting (GM) of shareholders is responsible for approving the strategy of MGU or any other entity to assume the TSO function, appointing and dismissing board members and management, as well as approving the annual report and budget of the company. In practice, the Ministry of Energy and Coal Industry of Ukraine performs the functions of the GM. In addition, the annual budgets of MGU or any other entity to assume the TSO function also require approval by the Ministry of Finance.
The function of monitoring the activities of MGU or any other entity to assume the TSO function is assigned to the Supervisory Board. The Supervisory Board is responsible for overseeing MGU`s or any other entity to assume the TSO function strategy agreed with the Cabinet of Ministers of Ukraine as the representative of the company’s ultimate owners.
The Supervisory Board is currently made up of six directors, a majority of whom are independent directors. The members of MGU’s or any other entity to assume the TSO function Supervisory Board share collective responsibility for effective delivery of the strategy, performance, and public service obligations of MGU or any other entity to assume the TSO function.
The Supervisory Board is working on implementing corporate governance procedures in line with OECD standards and in line with a Corporate Governance Action. The role of the Corporate Secretary to work with the Chairman of the Supervisory Board and Chairs of the Committees of the Board on implementation of these objectives.