Selection of an independent member of the EPSO-G Audit Committee is announced

EPSO-G announces the selection of one (1) member of the Independent Audit Committee for a new term of office of four (4) years.

The following is essential information on the selection process and the requirements for applicants. The selection information is also available on the website of EPSO-G (hereafter EPSO-G), registered as 302826889. www.epsog.lt and on the website of the Public Service Management Coordination Centre.

Company

EPSO-G UAB (hereinafter referred to as EPSO-G or the Company) is a state-controlled private joint stock company, the objective of which is to create an innovative, efficiently managed group of energy transmission system and exchange operators, which will provide long-term benefits to its shareholders, ensure the implementation of Lithuania’s strategic energy interests, and contribute to strengthening the country’s competitiveness, the creation of long-term shareholder value, the Lithuanian people and business, as well as to the improvement of the public welfare.

The Ministry of Energy of the Republic of Lithuania shall exercise the rights and obligations of the sole shareholder of EPSO-G.

In exercising the rights and responsibilities delegated to it by shareholders, EPSO-G analyses the performance of the Group’s companies, sets performance targets and ensures that they are met. The management company also defines operational policies in line with best management practices and coordinates the activities of the group companies in the areas of strategy and development, human resources, risk management, auditing, corporate social responsibility, communication and other areas that improve transparency and efficiency.

The EPSO-G group of companies (the “Group”), with around 1,300 employees, is a state-owned energy transmission and exchange group. It consists of the parent management company EPSO-G UAB and its five direct subsidiaries LITGRID AB, Amber Grid AB, BALTPOOL UAB, TETAS UAB and Energy cells, UAB.

Audit Committee

As the financial statements of the Group companies are consolidated in accordance with the statutory consolidation procedure, the Audit Committee (“AC”) acts as the AC of the Group as a whole, performing the functions of the AC of the Group companies.

The main functions of the AC are to oversee the reporting processes for the preparation of the Group’s financial statements and the performance of the audits; to ensure the independence and objectivity of the Group’s auditors and auditing firms; and to provide an opinion on related party transactions in the case of listed subsidiaries, as provided for in the Articles of Association; making recommendations on the selection, appointment, reappointment and removal of the external audit firm and on the terms of the engagement with the external audit firm; monitoring and making recommendations on the effectiveness of the Group’s internal control, risk and compliance management and internal audit systems and business processes.

The AC shall consist of at least 3 (three) members appointed for a period of not more than 4 (four) years by the General Meeting of Shareholders (the “Meeting”) from among the candidates proposed by a reasoned decision of the Board of Directors taking into account the recommendations of the Remuneration and Nomination Committee (“R&NC”) (if any). The term of office of a member of the AC shall not be continuous for more than two consecutive terms. The majority of the members of the AC must be independent. At least one independent member shall have at least three (3) years’ experience in the field of accounting or FAR auditing. In this case, relevant experience shall be defined as experience as a CFO or qualifications in accounting or FAR auditing. The members of the AC must, on a collegiate basis, have expertise in finance, accounting or auditing of FARs and the necessary competence in the sector in which the Company operates (EPSO-G group companies).

The remuneration of the independent members of the AC is determined in accordance with point 2.4 of the Guidelines for determining the remuneration of members of the corporate bodies of EPSO-G UAB and EPSO-G UAB .

Independence criteria

A person shall be deemed to be an independent candidate if he or she does not have any business, family or other relationship with any Group company, shareholder, director or officer of the Company which may give rise to a conflict of interest that would prevent decisions being made in the best interests of the Company. For the purpose of electing a member of the AC, the independence of the member shall be determined in accordance with the requirements and criteria set out in:

• in this advert,
• In the description of the requirements for audit committees, the bodies of the company forming the audit committees and the composition of the audit committees, approved by the Resolution of the Government of the Republic of Lithuania No 383 of 24 May 2017,
• The requirements for audit committees are set out in the Schedule of Requirements for Audit Committees approved by the Resolution of the Board of the Bank of Lithuania No 03-14 of 24 January 2017.

Mandatory requirements (compulsory for all applicants)

1. University degree or equivalent in finance, accounting, auditing or related field.
2. Good written and oral English language skills.
3. At least three (3) years’ experience in accounting or auditing of financial statements, including experience as a Director of Finance, or equivalent, is considered relevant.
4. An impeccable reputation. A person shall not be considered to be of good repute if he or she has been convicted, in accordance with the procedure laid down by law, of a serious or very serious crime, a crime against property, property rights and property interests, the economy and business order, the financial system, the civil service and public interests, justice, public security, the order of government, and has an unspent or unspent criminal record.
5. Be free from any relationship with any other natural or legal person which would give rise to a conflict of interest in the performance of the duties of a member of the AC.
6. Must not be disqualified or restricted from holding the office applied for or from performing the functions assigned to that office.
7. not have been removed from a single-person or collegiate body of a legal person for misconduct within the last 5 years.
8. A candidate may not be elected or appointed as a civil servant in accordance with the procedure laid down by law, either as a civil servant or as a civil servant holding political (personal) office.
9. The candidate may not be a career civil servant holding a post in a ministry, a government agency or a body attached to a ministry, entrusted with functions related to the formulation of public policy in the sector of the economy in which the undertaking whose collegiate body he/she is applying for is active.

Special requirements

1. Experience in financial planning, execution, analysis and control of corporate activities.
2. Experience in finance and accounting/auditing of listed companies.
3. Knowledge and experience in corporate governance, risk management, internal audit, compliance management, internal control and oversight.
4. Knowledge and experience of corporate governance based on best practice.
5. Excellent leadership, teamwork and stakeholder engagement skills.
6. Communicative, with the ability to express ideas clearly and present structured information.
7. Experience in applying sustainability standards in the field of environmental, social responsibility and governance and knowledge of the field.
8. Experience as a member of a collegiate management and/or supervisory body in a large, multinational and/or listed company is an advantage.

Selection process

The documents required to apply are:

1. Curriculum Vitae (CV) (free form);
2. Cover letter (free form);
3. Application for selection, declaration of independence and impartiality (form attached).

IMPORTANT! Extension of the deadline for submitting documents. Deadline for submission of documents is 6 April 2024 (inclusive).

Initiating entity and promoter

EPSO-G is the initiator of the selection process.

The selection of the Audit Committee member is carried out by EPSO-G through the selection agency Master Class Lithuania.

The selection method is an interview.

Contact

Please send your documents to the selection agency Master Class Lietuva at laura.ziaubriene@masterclass.lt with the subject line “Selection of a member of the Independent Audit Committee of UAB EPSO-G”.

Contact person – Laura Žiaubrienė, representative of the recruitment agency “Master Class Lietuva”, Mob. +370 670 33351, e-mail laura.ziaubriene@masterclass.lt.

The confidentiality of all candidates for the Board will be guaranteed.

Candidate confirmations

Candidates who have submitted their selection documents shall be deemed to be aware of the legal obligations arising from their selection and appointment to the post, and of the contracts concluded with them.

Privacy Notice

Personal data provided for the purposes of the selection process shall be processed in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC (General Data Protection Regulation), and with any other legislation on the protection of personal data. The documents submitted by the candidates shall be kept in accordance with the procedures laid down by the Law on Documents and Archives of the Republic of Lithuania and the Chief Archivist of Lithuania.

Full details of the processing of personal data relating to candidates participating in the selection process can be found in the privacy notices published by EPSO-G and Master Class Lietuva:

“Master Class Lithuania website;

on the EPSO-G website.