“LTG INFRA” announces the selection of independent board members

NOTICE OF SELECTION OF INDEPENDENT MEMBERS TO THE BOARD OF AB LTG INFRA, A MEMBER OF AB LIETUVOS GELEŽINKELIAI CORPORATE GROUP

AB LTG Infra is part of the Lietuvos Geležinkeliai (Lithuanian Railways) Group and its principal activities cover management, use and disposal of the railway infrastructure and performance of the functions of the public infrastructure manager.

The functions of the public railway infrastructure manager are set out in the Railway Transport Code of the Republic of Lithuania (RTC) and other legal acts regulating railway transport activities.

The Company’s portfolio of strategic projects is comprised of the projects such as rail network electrification and re-electrification, modernisation of intermodal terminals, traffic management upgrade, etc. and one of the priorities trans­European transport network projects – Rail Baltica as main part of the North Sea-Baltic TEN-T core network corridor.

The Company has ~2,500 employees.

AB Lietuvos Geležinkeliai announces the selection for the positions of 2 independent members to the Board of its subsidiary AB LTG Infra for a new term of office of 4 years.

The competence areas of independent board members are:

1. Management of strategic infrastructure projects.
2. Strategy and development.

AB LTG Infra website: https://ltginfra.lt/en/

AB LTG Infra performance results:  https://ltginfra.lt/en/veiklos-rezultatai

AB LTG Infra strategy: https://ltginfra.lt/en/veiklos-strategija

Letter of Expectations: Letter of Expectations of AB Lietuvos Geležinkeliai

The Company’s Board consists of 5 members elected for a term of 4 years. To ensure good governance practices, appropriate representation of shareholder interests and the added value that the competence of independent members can bring, the board members are selected as follows: 2 Board Members are delegated by the parent company, 1 Board Member is a civil servant, and 2 Board Members are independent.

Preliminary date to start serving on the Board is 02/01/2023.

The executive search agency Master Class LT, UAB is involved in the selection procedures.

The online link of VšĮ Valdymo Koordinavimo Centras (Governance Coordination Centre) to information about the selections carried out by the GCC:

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

The selection is performed in accordance with the Description of Selection of Candidates to a Collegial Supervisory or Management Body of a State or Municipal Enterprise, State-Owned or Municipality-Owned Company or Its Subsidiary, approved by Resolution No 631 of the Republic of Lithuania Government of 17/06/2015 (hereinafter: the ‘Description of Selection’).

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

The selection will be carried out by a Selection Commission formed by order of the Chief Executive Officer of AB Lietuvos Geležinkeliai. The Selection Commission is formed from 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 VšĮ Valdymo Koordinavimo Centras (Governance Coordination Centre).

Method of selection: interview.

Candidates who apply for the position of an independent member of the Company’s Board must meet the following general and special requirements and independence criteria:

General requirements:

1.1. The candidate must have higher university or equivalent education;

1.2. The right to hold the respective position for which the candidate applies or to fulfil the functions assigned to such position must not have been deprived or restricted;

1.3. Over the past 5 years the candidate must not have been disqualified from office at the single-person or collegial body of a legal entity due to improper fulfilment of duties.

1.4. The candidate must have an impeccable reputation;

1.5. The candidate must not have any relationship with other private persons or legal entities which could lead to a conflict of interest in the course of performing duties;

Special requirements:

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

2.2. Experience in implementation of strategic goals and sustainable increase in the value of the company;

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

2.4. Excellent leadership, teamwork and stakeholder engagement capabilities;

Special requirements applicable by competence areas:

3.1.  Management of strategic infrastructure projects:

3.1.1. At least 5 years of managerial work experience (the head of the company (CEO), a top-level executive directly reporting to the CEO, a member of the management or supervisory collegial body);

3.1.2. Experience in the areas of project management, evaluation and financing;

3.1.3. Knowledge of and experience in funding for state-regulated activities;

3.1.4. Experience in infrastructure expansion planning and development;

3.1.5. At least 5 years of managerial work experience in road, air, water, or rail transport and/or railway infrastructure management in member countries of the European Union or the North Atlantic Treaty Organization;

3.1.6. work experience in a multinational enterprise group;

3.2. Strategy and development:

3.2.1. At least 5 years of managerial work experience (the head of the company (CEO), a top-level executive directly reporting to the CEO, a member of the management or supervisory collegial body);

3.2.2. Experience in corporate strategic planning, organisational transformation and change management;

3.2.3. Experience in the areas of project management, evaluation and financing;

3.2.3. Experience in development and implementation of digitalisation, innovation, and efficiency improvement solutions;

Independence criteria:

4.1. The candidate must not be a civil servant or employee of AB LTG Infra, its subsidiary or parent company and a legal entity related thereto whose participants, stakeholders or founders are the companies specified in this item (hereinafter: the ‘related legal entity’), of the entity initiating the selection or a legal entity reporting to it, and during the past one year must not have held such position;

4.2. The candidate must not be a member of the collegial body, head or employee of AB LTG Infra, its subsidiary or parent company, or the related legal entity whose participants, stakeholders or founders are the companies specified in this item (hereinafter: the ‘related legal entities’), and during the past one year must not have held such position and must not have received any remuneration from such legal entities, except for remuneration for serving as a member of the collegial body or of the committee;

4.3. During the past one year the candidate must not be the participant of AB LTG Infra, its subsidiary or parent company, or the related legal entity, the representative of the participants of these legal entities;

4.4. The candidate must not be a person close to a participant, head or members of the collegial bodies of AB LTG Infra, its subsidiary or parent company, or the related legal entity – the spouse, cohabitee, partner, when the partnership is registered in accordance with the procedure laid down by law, as well as their parents (adoptive parents), children (adopted children), brothers (adopted brothers), sisters (adopted sisters), grandparents, grandchildren and their spouses, cohabitees or partners;

4.5. The candidate must not have a significant business relationship with AB LTG Infra, its subsidiary or parent company, or the related legal entity neither directly nor as the participant or head of the legal entity having such relationship. A private person or legal entity is considered as having a significant business relationship if his income from AB LTG Infra, its participant or the related legal entity during the past 12 months is higher than EUR 1,000, except for wages or remuneration for serving as a member of the collegial body or of the committee;

4.6. For the past 2 years the candidate must not be a partner, participant, head, member of the collegial body, or employee in an audit company that conducts or has conducted an audit of AB LTG Infra, its subsidiary or parent company, or the related legal entity;

4.7. The candidate must not be a member of the collegial body of AB LTG Infra, its subsidiary or parent company for more than 10 years. This period is calculated by adding the previous terms of office of a member of the collegial body of the same company to the future term of office of a member of the collegial body to which the candidate would be appointed, with a maximum interval of one year between them;

4.8. the candidate must not be a member of the collegial body of more than four state-owned or municipality-owned enterprises.

Documents required from candidates:

1. Request to Participate in the Selection and Declaration of Honour wherein it is required to indicate what area(s) of competence according to the special requirements set out herein he or she is applying for (Annex 1);
2. Candidate’s Consent to Personal Data Processing (Annex 2);
3. Curriculum Vitae;
4. A copy of ID document;
5. Motivation Letter to the Selection Commission;

On request by the Selection Commission and/or representatives of the executive search agency Master Class LT, UAB, additional documents may be requested in order to confirm the compliance with the general and special requirements and the independence criteria.

Submission of the documents date has been prolonged to 5 October 2022 (inclusive).

Candidates should submit documents to the executive search agency Master Class LT, UAB in the following way:

By email to submit documents signed using secure electronic signature means with qualified electronic signature certificates or submit scanned copies with signature.

Contact persons at Master Class LT, UAB:

Laura Žiaubrienė, Executive Search Consultant

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

Substitute – Laura Duksaitė Iškauskienė, Managing Partner

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

ANNEXES:

1. Request to Participate in the Selection and Declaration of Honour by the Candidate. LTG_Infra_ANNEX_1
2. Consent to Personal Data Processing. LTG_Infra_ANNEX_2