The Supervisory Board of the National public broadcaster of Ukraine has published the minutes of the meeting at which the fired Zurab Alasania from the post of Chairman of the Board. It is reported by UNN with reference to the published document, translated by 24-my.info.
According to the Protocol, the meeting was attended by 14 members of the Supervisory Board from 16.
The issue of Alasania’s dismissal was the sixth in the agenda.
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UNN publishes the full text of the Protocol, which refers to the early termination of the contract with Alasania:
“Vyacheslav Kozak has proposed a draft decision “On early termination of the contract with the Chairman of the Board of JSC “NSTU” Alasania Z. G.”: “the Supervisory Board shall terminate the contract with the Chairman of the Board of JSC “NSTU” Alasania Z. G. on the grounds specified in paragraph 7.5.2 of the agreement, namely: “the Chairman of the Board of the actions incompatible with the mission, goal, principles and objectives of the broadcasting company referred to in the Charter”. Such actions of the Supervisory Board include the following:
In circumvention of the Charter of OJSC “NSTU” according to which “the Executive body of the Broadcaster are the management Board (article 56), Z. G. Alasania has delegated key Executive functions the so-called Directorate (Executive Director, his deputies and Directors of departments), effectively creating a parallel governance Executive structure headed by the Executive Director, which actually become the second person in the company (with the amount of authority more than the members of the Board). 15 months (from July 2017 to October 2018) to pay for activities of duplicating bodies spent more than UAH 8 mln.
Under the leadership of Z. G. Alasania, the company is unbalanced and contradictory fiscal policy: at the same time announces austerity, sends some employees on unpaid leave, while the orders, carries out repairs, pay premiums, and the like. Bonus payments to senior staff (in particular, members of the so-called Directorate) is implemented by the Board is opaque, without giving reasons and any established rules. The recommendations of the Committee of the Supervisory Board nominating and remuneration from 28.08.2018 to determine such grounds, and the establishment of rules still has not been fulfilled.
During the year the management of the company (from date of appointment to an independent audit by Ernst & Young) Alasania Z. G. is unable to organize the company’s financial statements, resulting in the independent auditor refused to give an audit opinion on the financial statements of the company.
Contrary to the requirements of article 5 of the Law of Ukraine “On Public television and radio broadcasting of Ukraine” and presented to the Supervisory Board at the end of 2017 “Transition of the concept of development of the national broadcasting JSC “NSTU” (television component)”, Alasania Z. G. to this not yet organized the broadcasting of the channel “UA: First”, nor as “political channel” (in accordance with the requirements of the law), nor as a channel for “news and public-political broadcasting with elements of the enlightenment (as specified in the specified transition concept). As a result, the channel, in particular, did not promptly covered or not covered at all (apart from short mentions in the news) major events such as the national Procession to a local Church 28.07.2018 G. (With the participation of not less than 65 thousand citizens), the UN General Assembly meeting, 26.09 .18 extremely important for Ukraine issues (including the speech of the President of Ukraine), the IX International economic forum “Innovations. Investment. Kharkiv initiatives” (with the participation of head of state).
Under the leadership of Z. G. Alasania company for 2018 implemented misunderstood the principle of “removal from power” until the complete de-politicization of news directly contradicts the requirement of the mission of JSC “NSTU” – “to Give the public accurate and balanced information about Ukraine and the world.”
Taran drew attention to the fact that the coverage of any politicians or officials cannot be the basis for assessing the Supervisory Board of the effectiveness of Public and suggested not to put for consideration of the national Assembly argument that “Aspirine” someone “enough” or “not enough” highlighted. This particularly applies to the procession or broadcast session of the UN General Assembly.
Vyacheslav Kozak agreed with the clause S. RAM.
Svetlana Ostap first invited to consider the report on the work of JSC “NSTU” by 2018, and then to draw final conclusions.
Viktor Taran supported the proposal, S. Ostap and suggested not to consider this matter without considering the report.
Alexander Pavlichenko drew attention to the fact that in accordance with the provisions of the contract, the decision on early termination of a contract requires consideration at two meetings, and provides for the period for provision of explanations the Chairman of the Board.
Alexei Panich noted that instead of the sub-contract 7.5.2., referenced in the draft decision proposed by Vyacheslav Kozak, which calls for a separate period for provision of explanations the Chairman of the Board, the Supervisory Board could consider the issue of early termination of the contract with Zurab Alasania in accordance with subsection 220.127.116.11 of the contract, namely: “This contract is terminated early (…) in (…) revealed inconsistencies Chairman of the Board of a post owing to insufficient qualification.” Early termination of the contract under this sub-paragraph does not provide for consideration at the two meetings, because here we are not talking about single violation, which should require a written explanation. According to Oleksiy Panych, the basis for the reference to sub-paragraph 18.104.22.168 contract existing mismatch Chairman of the Board positions were already in the process of his work after his election to the office at least two respects.
First, is the inability of Zurab Alasania to build an effective company management system. This fact is confirmed only accepted by the Supervisory Council decision according to which the Supervisory Board based on the recommendations of the external audit and organized the Supervisory Board of the working group, canceled the governance structure proposed by Zurab Alasania at the time of his election, and took a fundamentally different governance structure of the company, without duplication of managerial functions and fundamentally different approach to the functional members of the management Board of the company. The management structure proposed and implemented by Zurab Alasania, the practice was highly inefficient and self-contradictory, that revealed his lack of skills as a Manager. Moreover, Zurab Alasaniya has consistently sabotaged the organization of work of the Supervisory divisions of the company: the internal audit Department in the end had to create a Supervisory Board, and functions of risk management and compliance has not been met by the end of 2018, as recommended by the auditors and required by the Supervisory Board.
Second, is the inability of Zurab Alasania to build a transparent system of activities of JSC “NSTU” with donor funds allocated to them for the development of JSC “NSTU”. This fact is confirmed only heard by the Supervisory Board of the results of the study documents of the Charitable Foundation support the establishment and development of public television and radio broadcasting of Ukraine.
Alexei Panich noted that this evidence demonstrated by Zurab Alasania after the election inconsistencies qualification requirements of the Supervisory Board in the course of the contest for the position of Chairman of the Board of the company: in particular, “the availability of the necessary knowledge for the effective allocation and utilization of resources (including human, financial, material), ability to work organization and control”, “ability to manage human resources.”
Vadim City drew attention to the fact that the members of the Board worked in the working group for the elaboration of decisions on the new organizational structure of JSC “NSTU”, and therefore impossible to talk about their inability to work in this direction.
Alexei Panich replied that individual Board members have shown the ability to work constructively in the development of a new organizational structure, but the Chairman of the Board is not shown in this plan, no initiative, and when he reviewed the result of the work of the group, contributed a number of additional suggestions, most of which after discussion, was rejected and was not included in the final version of the organizational structure adopted by the Supervisory Board.
Vyacheslav Kozak said that refuses reference to paragraph 7.5.2. contract and maintains references to sub-paragraph 22.214.171.124 and proposed to put to the vote the draft decision proposed to A. Panich based on the justification set forth in the draft V. Kozak and additions and reservations expressed during the discussion.
Zurab Alasania said that he did not agree with the comments to his work, and asked whether the members of the Supervisory Board believe that he has done little since his election as Chairman of the Board. In his opinion, in such a short time in the conditions of constant under-funding, few would do more.
Tatyana Lebedeva stressed that since the election of the Chairman and members of the Board none of the initiatives the Board has not been rejected by the Supervisory Board, in particular the first step of optimization of the regional structure has been maintained completely in accordance with the proposals of the Board. However, the objectives set by the Supervisory Board on the development of the concepts of broadcasting and the development Strategy of JSC “NSTU”, set the Main directions of activities of JSC “NSTU” 2017 2018-2020 gg was not carried out in time and was delayed.
City Vadim and Svetlana Ostap drew attention to the fact that the termination of the contract during the election period may be perceived as attempts at political interference in the work of the broadcaster.
Vladimir Yavorivsky noted that in any period of termination of contract may be so perceived, and proposed to vote for the draft decision on the issue of early termination of the contract with the Chairman of the Board of JSC “NSTU” Alasania Z. G. by filling out an anonymous written ballots for counting the voting results formed the audit Committee composed of N. Violin, Yavorivsky, V. City below procedure is consistent with that which was the election of the Chairman of the Board.
Decided to Vote for the draft decision on early termination of the contract with the Chairman of the Board of JSC “NSTU” Alasania Z. G. by filling out an anonymous written ballots for counting the voting results formed the audit Committee composed of Yavoriv, N. Violin, Century City.
For – 10. Against – 0 Abstained – 2 (S. Ostap, V. urban).
The decision was made.
Tatyana Lebedeva put to the vote by filling out an anonymous written ballot the draft decision “to Terminate the contract on 4 may 2017 between JSC “NSTU” and Alasania early on the basis of clause 126.96.36.199 of the contract based on the justification set out in the draft decisions O the young Gentleman and . Kozak, as well as additions and reservations expressed during the discussion.”
Decided: to Terminate the contract on 4 may 2017 between JSC “NSTU” and Alasania early on the basis of clause 188.8.131.52 of the contract based on the justification set out in the draft decisions O the young Gentleman and V. Kozak, as well as additions and reservations expressed during the discussion.
A vote (counting Commission’s Protocol No. 1):
For – 9 against – 3.
The decision was made.
Alexei Panich noted that the Supervisory Board, after the decision just taken, must also determine who will serve as Chairman of the Board for a transitional period. A. Panich suggested to appoint an acting Chairman from the date of termination of powers of Z. G. Alasania and until the election of a new Chairman of the Board Board member Nicholas Chernomorskogo.
Decided to Appoint the acting President of the Board of JSC “NSTU”, since the termination of the agreement with Z. G. Alasania and until the election of a new Chairman of the Board, Board member Chernomorskogo Nicholas.
For – 12. Against – 0 Abstained – 0.
The decision was made”.
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The meeting was attended by following persons:
T. Y. Lebedev, Chairman of the Supervisory Board;
Ostap S. V., Deputy Chairman of the Supervisory Board;
Urban V. V., Secretary of the Supervisory Board;
Avraham T. G., member of the Supervisory Board;
Glibovitskiy E. M., member of the Supervisory Board;
Panich A. A., member of the Supervisory Board;
Hachich I. M., member of the Supervisory Board;
Kozak V. V., member of the Supervisory Board;
Pavlichenko, A. N., member of the Supervisory Board;
Violin N.. member of the Supervisory Board;
Taran V. V., member of the Supervisory Board;
Taran S. V., member of the Supervisory Board;
Adams D. S., member of the Supervisory Board;
A. V. Yavorivsky, a member of the Supervisory Board.
As reported UNN, the Supervisory Board of “UA: Public” supported the early termination of the contract with the Chairman of the management Board, NSTU Zurab Alasania.
We will remind, earlier Zurab Alasania commented on the breach of contract: the causes are unknown, there is no official justification.