The agenda of the general shareholder meeting of Ukrnafta scheduled for 28 March 2019 includes amendments to the company’s charter regarding corporate governance to bring it into line with the Law of Ukraine “On joint stock companies”.
The general shareholder meeting is also scheduled to terminate the powers of current supervisory board members and to elect a new board. According to the charter approved by the general shareholder meeting, the new Ukrnafta supervisory board will consist of eleven members, including six independent directors. Out of the remaining five directors, three will represent Naftogaz and two – minority shareholders.
Additionally, shareholders plan to terminate the powers of Ukrnafta CEO Mark Rollins on 30 April 2019. If the supervisory board does not decide on a replacement candidate by that time, a general shareholder meeting will appoint an acting CEO.
Background information: According to the Law of Ukraine “On joint stock companies”, a general shareholder meeting is required to appoint supervisory board members. Article 52 states that the supervisory board has the prerogative to appoint and dismiss the CEO and members of the executive board; approve contracts with executive board members and their remuneration; suspend the CEO or executive board members, and appoint an acting CEO.
NJSC Naftogaz of Ukraine