Editor’s Note: The following is a letter to the editor from Naftogaz CEO Yuriy Vitrenko in response to a letter to the editor from Clare Spottiswoode, the chair of Naftogaz’s supervisory board, published on July 9, Spottiswoode’s letter came after a Kyiv Post story about Naftogaz management concealing multimillion-dollar bonuses to top executives.
Dear Editor:
Firstly, my financial declaration, including all Naftogaz remuneration and bonuses, is publicly available on the National Agency Against Corruption Public Declarations Registry and is accessible to any citizen of Ukraine https://public.nazk.gov.ua/documents/75ae5282-b62b-4f36-aed9-4171251853fd
However, neither Clare Spottiswoode nor anybody else from the supervisory board of Naftogaz, has ever asked for my consent to disclose my compensation. Although disclosure is not required, neither by Ukrainian law nor by OECD guidelines, I am hereby giving that consent. If this is the only obstacle holding up the publication of a proper remuneration report by the supervisory board, then that is no longer the case.
Let’s not evade the issue – in the spirit of transparency, I requested the Naftogaz supervisory board to release the 2020 remuneration report, which has still not yet been consented to. It begs the question, why and what is the hold-up?
It is not only good governance, but it is also best practice. It is a requirement of Ukrainian law, and, it is common sense that the company publishes remuneration for the reported year, not just paid in the reported year.
In this case, it may no longer be relevant, but disclosure of remuneration of Naftogaz directors is not required by Ukrainian legislation, unlike remuneration of company executive board members. It is logical since executive board members have specific authority granted to them under the law and by the charter of the company, unlike employees of the company, whose titles may simply contain the word “director.”
Organization for Economic Cooperation and Development principles of corporate governance do not state that the company should only disclose remuneration of executive board members only if it discloses compensation of all top-management
Lastly, the payment of the bonus “for Stockholm in 2018-2019” was “blocked or suspended” by the supervisory board, chaired by Clare Spottiswoode, with a majority of board members that are supposed to be independent. Judging from her words now, the decision of the supervisory board was a result of “intervention of state officials,” Such intervention has never been made public by Clare Spottiswoode, and it is not clear why she did what these “state officials” demanded, and blocked payment of the remuneration defined in contracts of company employees.
My plan as Naftogaz CEO is to increase the transparency and accountability of the company to make sure that corporate governance reform is sustainable and in the interests of Ukrainian citizens.
Best regards,
Yuriy Vitrenko
Naftogaz CEO
