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Ministry of Energy and Coal Industry of Ukraine Is the Main Executive Au- ‣‣Thority Overseeing and Regulating the Power Sector

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Ministry of Energy and Coal Industry of Ukraine Is the Main Executive Au- ‣‣Thority Overseeing and Regulating the Power Sector Contents FOREWORD 2 SOE PORTFOLIO: SNAPSHOT 4 OBJECTIVES AND STRUCTURE 5 OVERVIEW OF SOE REFORM IN UKRAINE 6 EFFECTIVE REGULATORY FRAMEWORK OF SOEs IN UKRAINE 20 UKRAINIAN ECONOMY 33 OVERVIEW OF PORTFOLIO RESULTS 38 ELECTRICITY 46 OIL & GAS 61 TRANSPORTATION 71 RAILWAYS 73 ROADS 78 AIRPORTS 82 SEA PORTS 88 POSTAL SERVICES 94 MACHINE BUILDING 98 FOOD & AGRICULTURE 113 CHEMICALS 129 COAL MINING 137 BANKING 143 COMPANY PROFILES 153 Agrarian Fund 154 Antonov 155 Centrenergo 156 Coal of Ukraine 157 Electrovazhmash 158 Energoatom 159 Illichivsk Sea Commercial Port 160 Kharkiv State Aviation Enterprise 161 Kharkivoblenergo 162 Khmelnytskoblenergo 163 Kyiv Boryspil 164 Lviv Danylo Halytskyi International Airport 165 Mariupol Sea Commercial Port 166 Mykolayivoblenergo 167 Naftogaz of Ukraine 168 Odesa Commercial Sea Port 169 Odesa Portside Plant 170 Roads of Ukraine 171 State Food and Grain Corporation of Ukraine 172 Sumykhimprom 173 Turboatom 174 Ukrainian Sea Ports Administration 175 Ukrainian State Air Traffic Enterprise 176 Ukrenergo 177 Ukrhydroenergo 178 Ukrposhta 179 Ukrspyrt 180 Ukrzaliznytsia 181 Yuzhny Sea Trade Port 182 Zaporizhyaoblenergo 183 METHODOLOGY NOTE 184 SOE PORTFOLIO 186 ABBREVIATIONS AND DEFINITIONS 191 002 UKRAINE’S TOP-100 STATE-OWNED ENTERPRISES › FULL YEAR 2014 Foreword This is the second report on Ukraine’s 100 largest state-owned enterprises (SOEs) dis- closing their results for the full 2014. Public disclosure of such information is part of the Ukrainian government’s commitment to bring transparency to the SOE sector and communicate the change to the Ukrainian people, local and international investors, and various other stakeholders who want to see Ukraine succeed on the reform path. The re- ports will be available in English and Ukrainian on the Ministry’s website www.me.gov.ua. In 2014, the TOP-100 SOEs posted an aggregate loss of 117 bn UAH, up from 19.4 bn UAH loss in 2013. These are the biggest losses of the SOEs in the last 5 years and the amount of losses is comparable to Ukraine’s spending on national security and defense. While the lion’s share of this loss can be attributed to Naftogas Ukraine, adverse economic conditions and hryvnia devaluation, a considerable amount of losses is the result of inefficiencies, mismanagement, vested interests and plain corruption in the SOE sector. Transparency is the cornerstone of the change in the SOE sector in Ukraine. It is the prerequisite for holding the government accountable for the reform results, evaluating performance of SOE management, minimizing corruption risks and political interference in the SOE sector. The government has introduced more stringent requirements for in- dependent audits for large SOEs and we expect that TOP-100 SOEs will publish their financial statements audited by internationally reputable auditors. Currently, only 5 of Ukraine’s biggest state-run companies do so, while 80 largest SOEs will open their books for an independent audit for the first time. Corporate governance standards in the SOE sector remain weak which poses serious corruption risks due to lack of proper supervision. The government has drafted a bill to allow supervisory boards with independent directors to run unitary SOEs. This legisla- tion will help improve oversight at SOEs and protect them from political interference. The mechanism for transparent selection of CEOs for the state-run companies is in place; however, new appointments have been few. Vested interests work hard to keep the old management and resist any change. At the same time, we are being held back by the old remuneration system which does not allow paying CEOs of SOEs market-level salaries. Hence, the quality of candidates in most cases leaves a lot to be desired. We expect to change the remuneration system by the end of this year, which will enable us to hire the best private-sector talents from Ukraine and abroad to manage the largest SOEs. The Ukrainian state owns a total of 3 350 companies; even though only 1 833 of them are operational, this is a very large portfolio. The government does not have the expertise to manage these companies efficiently, nor does it have the resources to properly invest in many of these businesses. Privatization as an important tool to reduce the portfolio of SOEs to a manageable size, limit corruption and fiscal risks, while bringing in interna- tional investors into the country. Ukraine needs more success cases with transparent, clean and professional privatization, including privatization advisors to reach out a wide group of international investors. We will continue to examine the SOE portfolio to see whether the government’s holding of assets is properly justified by national interests, 003 security or natural monopoly considerations. The SOE reform has been gain- ing momentum since its incep- tion in early 2015. We expect the parliament to pass draft legislation to strengthen cor- porate governance of SOEs by the end of this year. The bill will improve the management and oversight of the SOEs through supervisory boards with inde- pendent directors. Under the new transparency regulations the TOP-100 SOEs and other large state-owned companies will undergo independent audits; many of them will do so for the first time. By the end of this year we will have put in place a framework to allow SOEs to pay market level and performance-based compensations to their CEOs. This together with transparent mechanism for selection and nomination of CEOs will help improve the quality of man- agement of Ukrainian SOEs. The SOE reform is far from being over, but we are going in the right direction. Most of the key elements of the reform already are or will be in place soon, and we are ready to move to the implementation stage. The people of Ukraine are the ultimate beneficiaries of this reform and they have the right to hold the government accountable for the results. This report gives them the in- formation to judge the progress and ask questions about the SOE reform in the country. Aivaras Abromavičius Minister of Economic Development and Trade of Ukraine 004 UKRAINE’S TOP-100 STATE-OWNED ENTERPRISES › FULL YEAR 2014 SOE Portfolio: Snapshot 005 Objectives and Structure The following overview is the second publication of its kind featuring financial information and analysis concerning the operations of selected top SOEs in Ukraine for the full 2014. This annual review is based on information derived from various sources, such as finan- cial statements of SOEs, information provided by the Ministries and State Agencies, and other public sources. At this stage most SOEs do not have a track record of quality au- dits of their financial information; therefore, accuracy and completeness of their financial statements cannot be assured. No independent verification of information presented in this report has been performed; therefore, users should not rely on this information to make decisions of any nature. The authors of this report, the Government of Ukraine and any other institution of the state or any other entity under the control of the state is not and in any circumstance shall not be liable for any decisions of third parties based on the information, conclusions and opinions presented in this report. The report consists of five main sections. The first section covers different facets of SOE reform, such as the reasoning behind its launch, its main objectives and its approach to the implementation. This section also outlines the experience of other countries in this area. The second section provides an overview of the existing SOE regulatory environ- ment in Ukraine. The third section presents the aggregated financial information on the portfolio of SOEs as well as some other key indicators of the performance of SOEs. The fourth section covers several sectors in which SOEs operate. Finally, in the fifth section, the financial results for Ukraine’s 30 largest SOEs are presented. The concluding pages of this publication include a list of the SOEs covered by this report and outline the main principles of the methodology employed during the preparation of this document. 006 UKRAINE’S TOP-100 STATE-OWNED ENTERPRISES › FULL YEAR 2014 Overview of SOE Reform in Ukraine Objectives of the Reform For a long time after Ukraine regained its independence, successive governments in Ukraine have shown a lack of attention to SOEs. As a result, this sector of the Ukrainian economy has barely undergone any changes. Therefore, the low efficiency of SOEs is a glaring consequence of ignoring the problem for the past twenty-four years and the key reason for the need of reform. As shown by experience of other countries and various studies, the main cause of poor operational efficiency of SOEs is a weak corporate governance system, which does not encourage profitability of SOEs, sets conflicting objectives and thus, leads to inadequate management of such enterprises. As in many other countries, the relationships between SOEs and the Government are very close in Ukraine, and the subordination of SOEs to in- dividual Ministries shields many of them from outside competition. Although the primary function of Ministries should be regulation of the respective sectors, Ministries frequently take an active part in management of SOEs. This results in an unavoidable conflict of interest. For a long time, privatization of SOEs was believed to be the only way for governments to deal with the above situation. Transparent and trustful privatization is required in Ukraine as well. However, not all SOEs can be privatised or privatised soon. Thus the state will be having a considerable number of SOEs going forward. The Organization for Economic Cooperation and Development («OECD») analysed the successful cases of SOE reform in different countries and summarized their best practices in the guidelines on corporate governance of SOEs. When guided by the governance principles approved by OECD countries, SOEs are in a position to be sufficiently competitive even on the interna- tional market and to achieve results at least equal to those of private enterprises.
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