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Legal Conflict in the Appointment of the Supervisory Board of JSC UDG: An Analysis of Charter Violations

31.03.2026

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Recently, I reported on a court decision of the first instance that declared the order for my dismissal from the Supervisory Board of JSC “Ukrainian Distribution Grids” (UDG) invalid. This court ruling confirmed the priority of adhering to corporate governance procedures. However, recent actions by the relevant ministry once again create serious risks for the legality of this strategic enterprise’s operations.

We have an order from the Ministry of Energy, signed by Acting Minister Artem Nekrasov. This document appoints a new Supervisory Board consisting of 5 (five) members. However, such a composition directly contradicts the company’s current Charter.

As a reminder, quite recently—on December 14, 2025—the same Mr. Nekrasov approved a new version of the Charter via Order No. 521. This document is the primary regulatory act governing the company’s activities.

Clause 17.5 of the Charter stipulates the following: The Supervisory Board of the Company shall consist of 7 (seven) persons, including the Chairperson of the Supervisory Board.

Clause 17.6.11 of the Charter clearly specifies the conditions for the body’s legitimacy: Members of the Supervisory Board are considered elected from the date the Shareholder makes the decision on their election, provided that the full membership of the Company’s Supervisory Board is elected.

The legal assessment of this situation is unambiguous. Since the shareholder appointed only five members instead of the required seven, according to Clause 17.6.11, these board members cannot be considered elected. This means that the Supervisory Board is currently illegitimate, and any of its decisions may be challenged in court.

We are witnessing how the leadership of the relevant ministry ignores the requirements of its own order, issued only a few months ago. Such an approach undermines the principles of transparent management of state assets.

I am closely monitoring the situation, as it directly affects my rights as a citizen of Ukraine. If this violation is not rectified, I plan to prepare an official appeal addressed to the First Vice Prime Minister and Minister of Energy, Denys Shmyhal. We will demand that the composition of the Supervisory Board be brought into compliance with the Charter and that the practice of ignoring state-established rules be terminated.

The state’s energy security and the development of Ukraine’s energy sector are only possible under conditions of strict compliance with legislation and statutory documents.

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