“LTG CARGO announces the selection of independent Board members

COMPANIES OF THE LIETUVOS GELEŽINKELIAI GROUP

ANNOUNCEMENT OF THE SELECTION OF INDEPENDENT MEMBERS OF THE BOARD OF AB LTG CARGO

LTG Cargo AB is a company of the Lithuanian Railways Group operating in a competitive market, which carries out cargo transportation on domestic and international routes, leases wagons, provides freight forwarding and customs brokerage services.

In order to gain a foothold in the international market, LTG Cargo established the subsidiaries LTG Wagons, LTG Cargo Polska and LTG Cargo Ukraine in 2020. “LTG Cargo Polska develops rail freight activities in Poland, while LTG Cargo Ukraine develops the rental of shunting locomotives and wagons and rail freight in Ukraine.

Last year, the company transported more than 50 million tonnes of freight and generated revenues of almost EUR 400 million. “LTG Cargo employs more than 2,000 thousand people.

AB Lietuvos geležinkeliai announces a selection for the position of a subsidiary LTG Cargo AB 2 independent members of the Management Board for a new 4-year term of office.

Areas of competence of independent board members:

1. International logistics and intermodality.
2. Financing strategy.

LTG Cargo AB website: https://cargo.litrail.lt

LTG Cargo performance: https://cargo.litrail.lt/veiklos-rezultatai1

LTG Cargo strategy: https://cargo.litrail.lt/kroviniu-vezimo-direkcija

Letter of Expectations AB Lietuvos geležinkeliai

The Company’s Board of Directors is composed of 5 members, elected for a 4-year term of office. In order to ensure good governance practices, adequate representation of shareholder interests and the added value of the competences of the independent members, the members of the Board shall be selected in the following composition: 2 members of the Board shall be delegated by the parent company, 1 member of the Board shall be a civil servant, and 2 members of the Board shall be independent.

Tentative start of the Board’s work – 02.01.2023

The selection procedures are being carried out by Master Class LT, UAB, a management selection company.

Online link from the Governance Coordination Centre on selections made by LDCs:

https://governance.lt/kolegialus-organai/#nariu-atrankos

Resolution of the Government of the Republic of Lithuania No. 631 of 17 June 2015, approved the Selection of Candidates for the Collegial Supervisory or Management Body of a State or Municipal Enterprise, a State or Municipally Owned Company or its Subsidiary (hereinafter – the “Selection Description”), which is the basis for the selection process:

https://www.e-tar.lt/portal/lt/legalAct/0bf2e080199b11e58569be21ff080a8c/asr

The selection will be carried out by a selection commission established by order of the Director General of Lietuvos geležinkeliai AB. The selection committee shall be composed of five members – one representative proposed by the head of the institution representing the State, three representatives of the parent State-owned company and one representative of the Public Enterprise Management Coordination Centre.

Selection method: interview

Candidates for the position of independent member of the Board of Directors of the Company must meet the following general and specific requirements and independence criteria:

1. General requirements:

1.1. have a university degree or equivalent;

1.2. not be disqualified from holding and performing the duties or functions of the office applied for;

1.3. the candidate must not have been removed from a single-person or collegiate body of the legal person for misconduct within the last 5 years;

1.4. be of impeccable repute;

1.5. be free from any relationship with other natural or legal persons which, in the performance of his/her duties, could give rise to a conflict of interests.

2. Specific requirements:

2.1. Very good English language skills (written and oral);

2.2. Experience of delivering strategic objectives and sustainable corporate value creation;

2.3. knowledge of corporate governance principles and good corporate governance knowledge and experience;

2.4. excellent leadership, teamwork and stakeholder engagement skills;

3. Specific requirements by area of competence:

3.1. International logistics and intermodality:

3.1.1. at least 5 years’ experience in a managerial position (as a company manager, as a member of a management or supervisory collegiate body, or as a member of a senior manager reporting directly to the company manager);

3.1.2. experience of business development in international markets;

3.1.3. at least 5 years’ experience in a senior management role in road, air, waterborne or rail transport and/or rail infrastructure management in the European Union or North Atlantic Treaty Organisation countries;

3.1.4. at least 3 years’ experience in a managerial role in logistics;

3.1.5. Experience of working in an international group of companies;

3.2. 2.Financing strategy:

3.2.1. at least 5 years’ experience in a managerial position (as a company manager, as a member of a management or supervisory collegiate body, or as a member of a senior manager reporting directly to the company manager);

3.2.2. Experience in digitisation, innovation, application/implementation of efficiency solutions;

3.2.3. Experience in project management, evaluation and financing;

3.2.4. knowledge of and experience in the financing of state-regulated activities;

3.2.5. at least 5 years’ experience in a senior management role in financial management, financial advisory, financial services or audit;

4. Independence criteria:

4.1. must not be a civil servant or employee of LTG Cargo, its subsidiary or parent company, or of a related legal person of which the companies referred to in this point are participants, shareholders or founders (hereinafter referred to as the related legal person), of the entity initiating the selection process, or of a legal person subordinate to it, and must not have held any of these positions in the last 1 year;

4.2. must not be a member, manager or employee of a collegial body of the joint stock company LTG Cargo, its subsidiary or parent company, or of a related legal entity of which the companies referred to in this point are participants, shareholders or founders (hereinafter referred to as “related legal entities”), and must not have held such a position in the last one year and must not have received any remuneration, other than for the duties of a collegial body member or a member of the Committee, from such legal entities;

4.3. not have been a participant of the joint stock company LTG Cargo, its subsidiary or parent company, or a related legal person, or a representative of participants of these legal persons, for the last one year;

4.4. must not be a close relative of a participant, manager or member of the collegial bodies of LTG Cargo, its subsidiary or parent company, or of a related legal entity – spouse, cohabitant, partner, where the partnership is registered in accordance with the procedure established by law, as well as their parents (adoptive parents), children (adopted children), brothers (stepbrothers), sisters (in-laws), grandparents, grandchildren and their spouses, cohabitants or partners;

4.5. have no significant business relationship with LTG Cargo, its subsidiary or parent company, or with a related legal entity, either directly or as a participant or manager of a legal entity with such relationship. A natural or legal person shall be deemed to have significant business ties if the income from LTG Cargo, its participant or a related legal person in the last 12 months exceeds EUR 1 000, excluding salary or remuneration for the position of a member of a collegial body or committee;

4.6. not have been a partner, participant, manager, member of a collegial body or employee of an audit firm that audits or has audited LTG Cargo, its subsidiary or parent company or a related legal entity for the last 2 years;

4.7. not have been a member of a collegiate body of LTG Cargo, its subsidiary or parent company, for more than 10 years. This period shall be calculated by adding to the term of office of the prospective member of the collegiate body for which the candidate would be appointed the previous terms of office as a member of the collegiate body of the same undertaking, with a maximum interval of one year;

4.8. not be a member of more than four collegiate bodies of state- or municipally-owned companies.

Documents candidates must submit:

1. an application for selection and a declaration of integrity containing must indicate which area(s) of competence (-is), referred to (-as) of this notice in the Specific Requirements, to apply for (Annex 1);
2. the candidate’s consent to the processing of personal data (Annex 2);
3. CV;
4. a copy of your identity document
5. cover letter to the selection panel;

At the request of the selection panel and/or representatives of the selection agency Master Class LT, UAB, additional documents proving compliance with the general and specific requirements and the criteria for independence may be requested.

EXTENDED DEADLINE FOR SUBMISSION OF DOCUMENTS!

Candidates must submit their documents to the selection agency Master Class LT, UAB by 5 October 2022 inclusive.

Candidates can submit their documents to Master Class LT, UAB in the following way:

Submit documents certified by secure electronic signatures with qualified electronic signature certificates or scanned, signed copies of documents by email to laura.ziaubriene@masterclass.lt.

Master Class LT, UAB contact persons:

Laura Žiaubrienė, Executive Search Consultant

laura.ziaubriene@masterclass.lt, tel: +370 (670) 33351.

Substitute person – Laura Duksaitė Iškauskienė, Manager

laura@masterclass.lt , tel: +370 (699) 37170.

ANNEXES:

1. Candidate’s application for selection and declaration of integrity. LTG_Cargo_- Annex_No.1
2. Candidate’s consent to the processing of personal data. LTG_Cargo_- Annex_No.2