The Cabinet of Ministers has amended the charter of NAEK Energoatom, in particular by increasing the number of members of its supervisory board from five to seven, four of whom must be independent. The relevant amendments were approved by Cabinet Resolution No. 983 of August 15, 2025, published on the Government Portal.
According to paragraph 74 of the amended charter of Energoatom, the supervisory board consists of seven members, the majority of whom, namely four, must be independent, and three members must represent the state.
According to the company’s report in the NSSMC’s information disclosure system, the amendments supplement the powers of the general meeting of shareholders, and some of their powers have been transferred to the supervisory board.
Thus, the competence of the general meeting of shareholders no longer includes, among other things, the decision to appoint and dismiss the chairman and members of the management board in accordance with the proposals of the supervisory board. According to paragraph 12 of the amended charter, the election and termination of the powers of the chairman and members of the management board is the exclusive competence of the supervisory board. As well as approving the regulations on the management board, reviewing the management board’s report and making decisions based on its results, approving the company’s financial plan, as well as its medium-term (three to five years) investment plan and strategic development plan.
However, the powers of the general meeting of shareholders were expanded to include, in particular, the submission for approval by the Ministry of Finance of proposals on certain financial indicators, the amount of payments to the state, budget financing and quasi-fiscal operations, approving the owner’s letter of expectations based on the State Property Policy and after consultation with the company’s supervisory board, and approving the results of the supervisory board’s performance assessment.
As reported, the Cabinet of Ministers plans to complete the formation of supervisory boards of state-owned energy companies by December 2025, in full compliance with the principle of a majority of independent members, and wants to appoint the heads of such companies on a competitive basis. This is stated in the draft Government Action Program published on August 18.
In its updated Extended Fund Facility (EFF) program for Ukraine following the eighth review in early July, the International Monetary Fund (IMF) noted the need to further strengthen corporate governance of state-owned enterprises in Ukraine, in particular, the immediate appointment of the head of LLC Gas Transmission System Operator and the completion of the formation of the supervisory board of NAEK Energoatom, which provides for the expansion of its composition to seven members.
The supervisory board of Energoatom currently includes its chairman, Jarek Niewierowicz, and deputy chairman, Michael Elliott Kirst, as well as state representatives Timofey Milovanov and Vitaliy Petruk. The third independent member of the supervisory board, Timothy Stone, refused to sign the contract.
