I. Background

Over the past several years, the Government of the Republic of Uzbekistan has initiated comprehensive structural reforms aimed at modernizing the governance, performance, and transparency of state-owned enterprises (SOEs). These reforms form part of a broader economic transformation agenda designed to reduce direct state participation in competitive sectors, improve fiscal sustainability, enhance investment attractiveness, and align national corporate governance practices with international standards.

A critical element of these reforms is the strengthening of Supervisory Boards through the appointment of independent members. Independent Supervisory Board Members are expected to enhance objectivity, reduce conflicts of interest, improve oversight quality, and increase investor confidence. Out of 168 Supervisory Board positions in key 22 SOEs, 33 independent members have been appointed to 42 seats. As a result, independent directors now make up 25% of all Supervisory Board positions. Our next goal is to increase this number up to 50%. 

JSC “Navoiyazot” is one of the largest enterprises in Uzbekistan’s chemical industry, engaged in processing natural gas and producing mineral fertilizers, chemical reagents for gold chemical, and small-tonnage chemical products. In its field of activity, the company occupies a leading position in the national market. Every day, millions of consumers in 10 countries around the world purchase its products, contributing to the improvement of their quality of life. More than 7,000 employees work every day, combining their skills and talents to ensure that JSC “Navoiyazot” maintains a leading position in the market. In line with the national reform agenda, “Navoiyazot” is currently undergoing large-scale transformation aimed at:

• Improving corporate governance practices;
• Enhancing financial discipline and transparency;
• Strengthening internal control and risk management systems;
• Optimizing operational performance and cost efficiency;
• Aligning management practices with international standards;
• Increasing investment attractiveness;
• Preparing for potential future capital market transactions and private sector participation.

Given the scale of its operations, the strategic importance of the chemical sector, and the complexity of ongoing reforms, the Company requires a highly professional, independent, and strategically oriented Supervisory Board capable of providing objective oversight and long-term value guidance.

To support this transformation process and ensure full compliance with corporate governance reforms, JSC “Navoiyazot” intends to engage qualified Independent Supervisory Board Members in accordance with applicable legislation and international best practices.

II. The Need to Continue Reforms

While notable progress has been made in strengthening corporate governance across state-owned enterprises in Uzbekistan, the reform process remains ongoing and requires sustained institutional commitment, particularly within strategically important companies such as JSC “Navoiyazot”.

As one of the biggest enterprises that operates in coal industry that meet international quality standards, “Navoiyazot” operates in a capital-intensive and high-risk environment characterized by market volatility, technological change, environmental pressures, and increasing expectations regarding transparency and accountability. The scale and complexity of its operations require governance mechanisms that go beyond formal compliance and ensure effective strategic oversight, disciplined risk management, and long-term value creation.

Reforms must be embedded in governance culture rather than remain policy declarations. Independent Supervisory Board Members contribute to professional board deliberations, structured committee work, improved disclosure practices, and continuity of reform momentum.

In this context, the engagement of Independent Supervisory Board Members is a strategic mechanism to consolidate governance reforms, strengthen institutional resilience, and ensure that the transformation of JSC “Navoiyazot” results in sustainable, measurable, and internationally credible outcomes.

III. Scope of Work

Independent Supervisory Board Members shall exercise their functions in accordance with the Law of the Republic of Uzbekistan “On Joint-Stock Companies and Protection of Shareholders’ Rights,” the Company’s Charter, internal governance documents, and applicable corporate governance standards.

Their responsibilities shall include, but not be limited to, the following:

1. Strategic Oversight

Independent members shall participate in determine the Company’s strategic priorities and shall regularly review reports of the executive body regarding implementation of the development strategy. They shall ensure that the Company’s long-term strategy aligns with national reform objectives and international governance standards.

2. Monitoring Executive Management

They shall oversee the performance of the executive body, assess achievement of key performance indicators (KPIs), evaluate operational efficiency, and ensure accountability of senior management.

3. Financial Oversight and Risk Management

Independent members shall:

• Review financial statements and ensure reliability of reporting;
• Participate in the work of the Committees ;
• Oversee internal audit, compliance, governance functions;
• Assess financial sustainability and capital structure decisions;
• Monitor risk management systems, including operational, financial, ESG, and compliance risks.

4. Corporate Governance and Compliance

They shall support the introduction and strengthening of:

• Modern corporate governance frameworks;
• Transparent disclosure practices;
• Ethical standards and conflict-of-interest policies;
• Board evaluation and performance review mechanisms.

 

5. Capital Market Readiness and Investment Attractiveness

Independent members shall contribute to preparing the Company for potential privatization, IPO/SPO, or strategic partnerships by:

• Advising on governance improvements required by capital markets;
• Enhancing credibility with international investors;
• Ensuring compliance with international reporting and governance expectations.

6. Participation in Board Committees

Independent members may serve on or chair Supervisory Board committees, including but not limited to:

• Audit Committee;
• Compliance Committee;
• Nomination and Remuneration Committee;
• Strategy and Investment Committee (if established).

 

IV. Independence Criteria

In accordance with Article 76¹ of the Law of the Republic of Uzbekistan “On Joint-Stock Companies and Protection of Shareholders’ Rights”, companies whose shares are listed on a stock exchange quotation list, as well as companies with more than fifty percent (50%) state ownership in the charter capital, shall include at least one Independent Member on the Supervisory Board.

A person shall not qualify as an Independent Supervisory Board Member if he or she:

1. Has been employed by the Company and/or its affiliated persons within the last three (3) years;
2. Directly or indirectly (including through affiliated persons) owns five percent (5%) or more of the Company’s voting shares;
3. Has civil-law contractual relations with a major client or major supplier of the Company and/or its affiliated persons.
   For the purposes of this provision, a “major client” or “major supplier” shall mean a counterparty with whom the Company has an effective contract exceeding two thousand (2,000) times the base calculation amount;
4. Has been employed by an audit organization that provided audit services to the Company and/or its affiliated persons within the last three (3) years;
5. Has served as a member of the Supervisory Board of the Company for six (6) consecutive years;
6. Has any agreement or contractual arrangement with the Company and/or its affiliated persons, except for agreements directly related to the performance of duties and functions as a Supervisory Board member;
7. Is a close relative or relative by marriage of:
   • A member of the executive or internal control bodies of the Company and/or its affiliated persons; or
   • A person who served in such bodies within the last three (3) years.

Close relatives include parents, siblings, children, spouse, as well as parents, siblings, and children of the spouse;

1. Is an employee of a public administration body or a state-owned enterprise;
2. Does not meet other requirements established by the Company’s Charter or by resolutions of the General Meeting of Shareholders.

V. Required Qualifications and Experience

Candidates should demonstrate:

• At least 10 years of senior-level experience, preferably within the chemical or other capital-intensive extractive industries, including corporate governance, strategic management, finance, or transformation initiatives;
• Proven experience serving in management  or supervisory boards of large chemical, natural resource, or infrastructure companies, operating in complex regulatory and operational environments;
• Strong understanding of OECD corporate governance principles, particularly in state-participated or strategically important enterprises;
• Experience overseeing large-scale CAPEX programs, asset portfolio management, and high-risk operations typical of the chemical sector;
• Experience in SOE reforms, restructuring, privatization processes, or IPO/SPO preparation, preferably in the chemical sector;
• Knowledge of ESG standards, environmental compliance, industrial safety governance, and sustainability reporting relevant to chemical companies;
• Strong analytical and strategic judgment, high ethical standards, and full compliance with applicable independence and conflict-of-interest requirements.

International board or executive experience within globally operating chemical companies will be considered a strong advantage.

VI. Reporting and Accountability

Independent Supervisory Board Members shall report to the General Meeting of Shareholders and act in the best interests of the Company and all shareholders.

They shall:

• Participate in Supervisory Board meetings;
• Provide objective and independent judgment;
• Maintain confidentiality of non-public information;
• Disclose any conflict of interest immediately.

VII. Duration of Appointment

The appointment shall be made in accordance with applicable legislation and the Company’s Charter for a defined term, subject to re-election by the General Meeting of Shareholders.

VIII. Expected Outcomes

The engagement of Independent Supervisory Board Members is expected to result in:

• Strengthened corporate governance framework;
• Improved strategic discipline and risk oversight;
• Enhanced transparency and disclosure;
• Increased investor confidence;
• Improved operational and financial performance;
• Greater alignment with international standards and reform objectives.

IX. Organisational Issues

The Client under this Terms of Reference is JSC “Navoiyazot”.

JSC “Navoiyazot” shall be responsible for the overall coordination of the engagement process, including the nomination, approval, and appointment of Independent Supervisory Board Members in accordance with applicable legislation and the Company’s Charter.

The General Meeting of Shareholders shall be responsible for the formal appointment of Independent Supervisory Board Members.

The Supervisory Board shall ensure proper onboarding, access to relevant information, and integration of Independent Members into Board and Committee activities.

All remuneration, compensation, and related expenses associated with the engagement of Independent Supervisory Board Members shall be borne by JSC “Navoiyazot” in accordance with approved internal policies and applicable law.

Independent Supervisory Board Members shall perform their duties in compliance with applicable legislation, the Company’s internal governance documents, and internationally recognized corporate governance standards.

To apply for this position, please submit your CV and relevant information to: muhammadkadyrov55@gmail.com