New composition of the Supervisory Board of NJSC “Naftogaz of Ukraine”: formal rotation and world experience

After the end of the previous supervisory board’s term, a high-profile corruption scandal, and a long-term institutional degradation in Naftogaz’s management, the government approved a new board. The majority of the board is made up of foreign experts, as well as two representatives from Ukraine. Government officials are presenting this as a reboot of corporate governance, but the real problem is not in the personnel changes. The main thing is that the issue of the effectiveness of Naftogaz and its supervisory board remains open: formal procedures do not guarantee real influence on strategy, management control, and personal responsibility.

New Supervisory Board of Naftogaz: Who is the government closing the personnel issue in the energy sector with?

On March 2, the Cabinet of Ministers of Ukraine approved the candidates for the new composition of the Supervisory Board of NJSC Naftogaz of Ukraine in connection with the expiration of the term of office of the previous composition on January 26, 2026. Also, as noted in the government, the renewal of the board is part of the government’s systemic plan to reboot management in strategic state-owned energy companies, as well as strengthen international expertise.

The personnel renewal of the board was the completion of a stage that had been going on since the high-profile revelation of a corruption scheme in the energy sector. It was after this story, related to Timur Mindich and the involvement of the then Minister of Energy Herman Galushchenko, that the government promised to renew the supervisory boards of key companies in the industry. Now this process is approaching its final stage, at least formally.

On February 25, the Nomination Committee selected candidates for the supervisory board of Naftogaz, and the Cabinet of Ministers approved them. According to the government, the procedure was complete and competitive, taking into account the professional merits of the applicants and in compliance with the approach supported by Ukraine’s international partners. Deputy Prime Minister Yulia Svyrydenko focused on this, emphasizing that the selection took place in cooperation with international observers. Her public comment did not address the effectiveness of management, but instead emphasized procedurality and compliance with international corporate governance standards.

Another dimension appeared in the words of the Minister of Economy, Environment and Agriculture Oleksiy Sobolev – security. He abstractly linked the renewal of the supervisory board with the conditions of constant Russian attacks on critical infrastructure, emphasizing that Naftogaz and the entire fuel and energy complex must remain as stable and effective as possible. At the same time, according to the “beautiful” words of the Chairman of the Board of Naftogaz of Ukraine Serhiy Koretsky, the renewal of the supervisory board will contribute to increasing the efficiency of company management and the implementation of modern corporate governance standards. Thus, the personnel decision is presented by officials as part of a broader sustainability strategy, but no specifics regarding the updated working methods were provided, as usual.

The new composition of the board retains the model in which the majority is made up of independent international experts. It includes Thor Martin Anfinnsen, Duncan Nightingale, Erik Rasmussen and Robert Sleshinsky, as well as state representatives – Anna Artemenko and Konstantin Mar’evich. This configuration is in line with the policy of attracting external expertise, but in itself it does not guarantee either a change in management culture or the prevention of abuse. It only sets the framework within which these changes can occur.

Thor Martin Anfinnsen has over thirty years of experience in international energy, has held senior positions at the Norwegian company Equinor and is already a current member of the supervisory board of Naftogaz. His re-entry into the board ensures continuity of management, which in the government’s logic looks like a safeguard against chaotic rotations in a critical period. Duncan Nightingale, who headed the supervisory board of PJSC Ukrnafta, is known for implementing OECD practices and strengthening internal controls, which is important in the context of previous scandals.

Eric Rasmussen, with experience in the EBRD, has expertise in financing energy and infrastructure projects and reforming corporate governance of Ukrainian state-owned enterprises, in particular, modernizing procurement and supervisory mechanisms in Naftogaz itself. Robert Sleshinsky, who worked at PKN ORLEN and PGNiG Supply & Trading, specializes in strategic management, mergers and acquisitions, and capital markets, which is important for a company with large investment commitments.

At the same time, the state representation in the council is represented by Anna Artemenko, who became the tenth deputy minister of economy, environment and agriculture of Oleksiy Sobolev on August 15, 2025. The second representative of Ukraine is Kostyantyn Mar’evich, state secretary of the Cabinet of Ministers, who was already a member of this supervisory board, ensuring institutional continuity and communication between the government apparatus and the supervisory structures of strategic enterprises.

It is important that the renewal of Naftogaz is not considered separately from other companies. Yulia Svyrydenko announced the completion of the process of changing the composition of the supervisory boards in Centrenergo, Ukrainian Distribution Networks, Ukrenergo, Ukrhydroenergo, GTS Operator of Ukraine and other enterprises in the industry.

Thus, we are talking about a systemic reformatting of corporate control in the energy sector, and not about a point-by-point reaction to one scandal. The renewal of the Naftogaz supervisory board took place in a situation where management decisions in the energy sector are under double pressure – military and reputational.

State representatives on the supervisory board: competence or administrative inertia

The real picture of Naftogaz management is a protracted political thriller, where hundreds of billions of hryvnias and the country’s survival in the winter are at stake. If we discard the “slogans” about reforms and constant updates, we will see a classic triangle of conflict: the government, Western partners and the company’s management.

The main reason for institutional degradation in management is that Naftogaz is a “state within a state”. It is at the same time the largest taxpayer, a social shield that keeps tariffs low, and a giant investment machine. If we imagine a ship where the captain wants to sail north (make a profit), the ship’s owner demands to distribute all supplies to passengers for free (low prices for the population), and the creditors threaten to seize the ship if independent foreign navigators are not allowed on the bridge.

For Western partners (IMF, World Bank), the presence of an independent supervisory board is a safeguard against corruption. They want professionals to make strategic decisions, not ministers on the phone. However, for the Ukrainian government, such independence often looks like a loss of control over the country’s main resource. This is where the managerial confusion comes from.

When the supervisory board becomes too independent, for example, refuses to transfer all the money to the State Budget or blocks the appointment of the “right” people, the government finds legal loopholes to limit its actions. The most striking example of this is the scandalous dismissal of Andriy Kobolev in 2021, when the Cabinet of Ministers suspended the powers of the supervisory board for one day in order to dismiss the chairman of the board, bypassing the procedure. This created a precedent that is still considered a “black mark” in the eyes of investors and is referred to as “the destruction of corporate governance”.

Now we are seeing an attempt at a “new marriage” under the pressure of war: on the one hand, the government is forced to listen to the supervisory board, because without it they will not give money for weapons and the State Budget; on the other hand, the war gives the moral right to interfere in the company’s work in manual mode, because “energy security is above all”.

It should be noted that if the independent foreign members of the Supervisory Board of NJSC Naftogaz of Ukraine are selected with a clear emphasis on professionalism and experience, then the situation with state representatives is much more complicated and requires a separate analysis without loud formulations of their “professionalism and experience” by government representatives. The appointment of Anna Artemenko and Kostyantyn Mar’evich cannot be assessed only by biographical lines, since the key issue is not the duration of their work, but the correlation of their professional trajectory with the scale and specifics of Naftogaz.

Career of Anna Artemenko is built around state policy, regulation, and European integration. More than fifteen years of work in government bodies, participation in negotiations on the Association Agreement with the EU, the WTO agreement on government procurement, the creation of free trade zones with Canada and the EFTA countries, the formation of a state aid monitoring system, work in the Office of Recovery and Reforms of the Cabinet of Ministers and the State Commissioner of the Antimonopoly Committee of Ukraine – all this forms the profile of a specialist in public law and competition policy. Education at the Academy of Advocacy of Ukraine, studies at the Diplomatic Academy and scientific specialization in international law at the Kyiv Institute of International Relations of the Taras Shevchenko National University of Kyiv only strengthen this vector.

However, Naftogaz is not a ministry or a negotiating platform. It is a multi-level group of companies with production, transportation, trading, debt obligations, currency fluctuations risks and capital-intensive investment programs. Certainly, competence in the field of state aid and public investments is relevant, especially in view of international financing and donor programs, but it is not equal to experience in managing energy assets or assessing technical and market risks in gas production. It also does not guarantee depth in the specifics of upstream or gas trading.

In this sense, the appointment of Anna Artemenko looks like a bet on controlling procedures, compliance with the regulatory framework and protecting the state’s position in corporate decisions, rather than strengthening the board’s industry expertise. The prospects of such an approach will depend on whether she can go beyond legal and institutional thinking and work with the economic logic of large energy decisions, where numbers and operational efficiency often weigh more than regulatory impeccability. All this looks doubtful.

Konstantyn Mar’evich has a different, but no less controversial trajectory. His professional path is primarily a state administrative service with a clear emphasis on organizational and regulatory support. After private legal practice, he abruptly began to hold positions in the Ministry of Regional Development, the Verkhovna Rada apparatus, the service of the Deputy Prime Minister, and since 2020 he has been appointed State Secretary of the Ministry of Economy. A separate stage in his biography was membership in the supervisory boards of “Main Gas Pipelines of Ukraine”, “Ukrzaliznytsia”, and earlier “Naftogaz” itself.

It seems that his experience can be interpreted as sufficient to understand the mechanisms of functioning of state-owned companies. However, it is worth distinguishing between participation in the supervisory board and real industry expertise. In the biography of Mar’evich there is no long-term experience in the energy sector, mining management or resource trade. His strong point is administrative coordination, regulatory and methodological support and hardware interaction between institutions. This is convenient for the state: such a person ensures controllability of processes and predictability of communication. For a company with billions of turnover and a complex risk structure, this is not enough if supervision is limited only to the approval of strategies prepared by management.

Thus, the expertise of both representatives of the state is not specialized in energy in the classical sense. Their expertise is focused on the legal framework, institutional coordination and regulatory environment, while Naftogaz also requires a deep understanding of the operational specifics of the gas market, investment logic and commercial strategies.

It is worth understanding that the prospect of such appointments will be determined by the balance of power in the supervisory board. If independent members with international experience truly shape the strategic agenda, and state representatives make key decisions without sufficient industry understanding, there is a risk that supervision will turn into a continuation of another formal rotation, rather than a professional platform for effective and useful strategic management for our state.

Supervisory boards as an institution: control or decoration

After every high-profile scandal in the public sector, the same formula is heard: change the management, update the composition of the supervisory board, and invite independent experts. However, when the story of corruption abuses at Energoatom broke out, society asked a much simpler question: where was the supervisory board and what did it actually supervise? If a company that manages nuclear generation and operates billion-dollar flows has had large-scale criminal schemes for years, this means either a failure of internal control, or the formal nature of the supervision itself and the reluctance of board members to intervene in the processes. The third option — board members knew about everything, but had no real leverage — looks no less alarming, because then the question arises about the effectiveness of the entire structure.

In Ukrainian practice, supervisory boards are declared as a barrier against political influence and corruption, but many years of experience show that their existence does not guarantee either transparency or strategic breakthrough. The composition of the boards is regularly updated, the remuneration of their members is measured in amounts that seem sky-high to most taxpayers, while the State Budget is constantly in deficit mode, where funds are lacking for defense, decent wages for the military, and social programs. The contrast between the level of remuneration for supervisory functions and the tangible result for the industry generates not so much an economic as a moral debate.

At the same time, the constitutional norm that subsoil belongs to the Ukrainian people creates expectations of public control over resources. However, their actual management is carried out through a complex system of state-owned companies, foreign management, and supervisory bodies, which remain a closed architecture for the average citizen. In this model, responsibility is blurred: management refers to the decisions of the board, the board to the information of management, and political leadership to the autonomy of corporate governance. As a result, the state’s strategic resource finds itself in a zone where everyone seems to control everything, but no one has personal responsibility. At the same time, the constitutional norm does not apply, and this is extremely indignant to society.

It is also necessary to mention the situation with Ukrzaliznytsia, whose supervisory board has long been in a state of constant scandals and personnel rotations, when the composition changes with enviable regularity, but the management result remains debatable. The conditions of a prolonged crisis, chronic investment deficit, infrastructure problems, and debt burden require strict strategic control, but the reappointments and reshuffling of board members create the impression of inertia, rather than a thoughtful renewal. When personnel decisions look like an internal compromise, rather than a search for the strongest expertise, the very idea of ​​independent supervision is devalued.

Another eloquent example is the expansion of the practice of creating supervisory boards in institutions of professional pre-higher and vocational education. The official reasoning for this decision sounds convincing: structural transformation to rebuild the country, integration into the EU educational space, strengthening ties with business and control over finances. However, the real state of this sector demonstrates not a modernization breakthrough, but an accumulation of systemic problems. The remuneration of masters of industrial training remains uncompetitive compared to the private sector, so specialists with practical experience choose production, not classrooms. At the same time, educational institutions are aging along with their personnel, reproducing inertia instead of development.

Also, the renewal of the material base is taking place in a spot-by-spot manner: the appearance of several modern centers does not change the overall picture, where a significant part of students work on equipment from previous decades. Business, receiving graduates, is forced to spend resources on their further training, which creates skepticism about the quality of training. The reform of the senior specialized school is progressing in an atmosphere of internal resistance, as some institutions fear the loss of status and autonomy. In such a configuration, supervisory boards exist, but do not demonstrate the ability to change the model, which is structurally stalled.

Thus, the Ukrainian experience shows a paradox: the institution of supervisory boards is actively multiplying, salaries are increasing, but their cumulative effect remains a matter of doubt. Where strict control, strategic thinking and responsibility for the result should appear, a complex multi-level system often arises, in which personal responsibility is dissolved. Without clear criteria for effectiveness, transparent reporting to society, and real personal responsibility of board members for the consequences of their decisions, any renewal of the composition risks remaining only a cosmetic rotation that does not affect the underlying problems of public administration.

World experience: management models and the real weight of supervisory structures

Ukraine explains the invitation of foreign members to the supervisory boards of state-owned companies by the need for international expertise, transparency of access to capital, and improving the quality of corporate governance. In doing so, it is effectively appealing to global practice that has long become the norm for large public corporations. The participation of foreigners in the supervisory boards of other countries is a consistent practice, it is a tool for integration into international financial and regulatory networks.

However, according to international studies of corporate governance and statistics for 2025–2026, the share of foreign members in the supervisory boards of other countries varies significantly depending on the structure of the economy, the size of the domestic market and the history of integration into global financial flows. The highest level of internationalization is demonstrated by Switzerland, where foreigners make up about 57% of the board, with 29% of them from outside Europe. In France, this figure reaches 35%, in Germany – about 30%, while in the DAX index companies, more than 20 out of 30 do not have a German majority on the boards.

The United Kingdom, with its global stock exchange status, is at a level of about 30–35%. The US has a lower figure of around 13–18%, reflecting the size of its domestic market for managerial talent. In China and Poland, the share of foreigners on boards remains below 10%, reflecting a different model of economic openness and state control.

Share of foreign members on the supervisory boards of large public companies in the world (2025–2026)

So, if four out of six members of the supervisory board of Naftogaz of Ukraine are foreigners, this constitutes 66.7% of the composition, while Ukrainians form 33.3%. In international terms, such an indicator looks like a level of internationalization that exceeds the share of foreigners on the boards of most large public companies in the world. In this case, we are talking about a structure in which foreign board members have a decisive influence on the balance of decisions in the supervisory body.

It should be noted that the reasons for inviting foreigners to supervisory boards around the world are pragmatic. First, it is global expertise: transnational companies need independent specialists who understand the regulations of different jurisdictions and the specifics of international markets. Second, the factor of independence, because the lack of close ties with local political or business groups increases trust in the board’s decisions. Third, investor trust: the presence of well-known international experts is often perceived as a signal of the quality of corporate governance, which has a positive effect on access to capital.

At the same time, existing global practice also demonstrates certain limitations, for example, foreign board members face language barriers when official documentation with specific terms is not in their native language. Geographical distance also makes it difficult to physically attend meetings, which affects the depth of control. Cultural differences and different mentalities can create tensions in discussions, especially when it comes to the balance between risk and prudence or approaches to social responsibility.

In addition, the issue of the governance model is no less important. There are two basic systems in the world – one-tier and two-tier. In the first, the supervisory and management functions are combined in a single supervisory board, which includes executive and independent members. This model dominates in 24 jurisdictions, in particular in Australia, New Zealand, Lithuania, and is also often used in France. In the two-tier model, the board of directors is responsible for operational management, and a separate supervisory board exercises control. This model is characteristic of seven jurisdictions, including Germany. There are also hybrid systems, of which there are more than twenty in the world, where the law allows the choice of structure or a combination of elements of both models.

It should be noted separately that in many countries, state-owned enterprises remain under the direct control of ministries or specialized agencies without full-fledged independent boards. Up to 75% of the bodies that perform the functions of the owner are staffed exclusively by civil servants, and 65% are fully financed from the state budget, which indicates limited autonomy. At the same time, in a quarter of countries, politicians are allowed to be members of the boards of state-owned enterprises, which significantly dilutes the concept of independent supervision.

It is noteworthy that a comparison of supervisory models in China and Japan demonstrates the difference in the logic of power. In China, state-owned enterprises have boards of directors and supervisory committees, but their autonomy is limited by the role of party structures and centralized state control. In this country, strategic decisions and personnel appointments are filtered through the filter of political expediency, so supervision is often integrated into the system of public administration, rather than separated from it. In Japan, state or quasi-state corporations operate within the framework of general corporate law — with boards of directors and auditors — but without a special “state” model of control. The influence of the state is realized mainly through shareholder rights, rather than a parallel power vertical.

Therefore, the Chinese system looks like a tool for coordinating the economy within the framework of a political strategy, while the Japanese one — as an attempt to embed state ownership into a market architecture with minimal formal differences from the private sector.

In Ukraine, the model of corporate governance of state-owned enterprises looks like an attempt to integrate into global processes following the example of world experience, but the presence of foreigners on supervisory boards in itself is only a copying of the model and does not guarantee the quality of management processes. What is crucial is not the architecture of the body and rotation, but the real ability of the board to influence strategy, control management, and bear personal responsibility to the owner — the state or shareholders. Without this, even an international composition turns into only a symbol of integration, but not an instrument of positive change.