How Uzbekistan recruits independent directors for state-owned company boards

Uzbekistan's Ministry of Economy and Finance posted terms of reference (ToR) on 30 March for recruiting independent supervisory board members at five companies: Navoiyazot, Uzgastrade, Uzmetkombinat, Uzbekcoal and Uzenergosotish. Each repeats the same count: across 22 key state-owned enterprises, 33 independent members hold 42 of 168 supervisory board seats, or 25 per cent, and the stated goal is 50 per cent (Navoiyazot ToR).

These are the latest figures found. The sources reviewed, including the ministry's announcements and the news pages of the State Assets Management Agency (UzSAMA) to mid-October, contain no newer count. The Navoiyazot ToR gives the independents a role in preparing the company for possible privatisation, share offerings or strategic partnerships (Navoiyazot ToR). UzSAMA said on 8 October that Presidential Decree PD-177 schedules stakes in 84 companies for sale in 2026 and provides for 85 state-owned enterprises to be terminated or reorganised (press conference report).

Who qualifies as independent

The Navoiyazot ToR describes Article 76¹ of the joint-stock companies law as requiring at least one independent member on the supervisory board of any listed company and of any company with more than 50 per cent state ownership (ToR). That floor is far below the policy goal. Half of the 168 seats would be 84, by our calculation, or 42 more than at the last count, and no date is given for reaching it.

The independence criteria are word for word the same in all five documents (Navoiyazot, Uzgastrade, Uzmetkombinat, Uzbekcoal, Uzenergosotish). By our count they list nine circumstances that stop a person qualifying as independent. Eight fall into five groups:

• Ties to the company: employment by it or its affiliates in the past three years, a holding of 5 per cent or more of its voting shares, or any agreement with it other than the board role itself (ToR).
• Commercial and audit links: a contract with a major client or supplier, defined as a counterparty whose effective contract exceeds 2,000 times the base calculation amount, or employment by an audit firm that served the company or its affiliates in the past three years (ToR).
• Family: being a close relative, or a relative by marriage, of a member of the executive or internal control bodies, or of anyone who served on them in the past three years (ToR).
• Tenure: six consecutive years on the company's supervisory board (ToR).
• Public sector: employment by a public administration body or a state-owned enterprise (ToR).

The ninth bar covers any further requirement in a company's charter or a shareholders' resolution. Candidates also need at least 10 years of senior-level experience, preferably in the company's sector or other capital-intensive extractive industries, and an understanding of OECD corporate governance principles (Navoiyazot ToR).

How candidates are found and appointed

The ToR names the company as the client and makes it responsible for coordinating the process, including nomination, approval and appointment. The general meeting of shareholders makes the formal appointment, for a defined term subject to re-election, and the company bears all remuneration and expenses. Applicants send a CV by email. Independents may sit on or chair board committees, including audit, compliance, and nomination and remuneration (Navoiyazot ToR).

The documents do not say how many seats are open, how long the term is, what the fee will be, when applications close or how candidates are shortlisted. Legal provisions are given as the documents describe them, and the statutory texts were not checked.

International independents already sit on these boards. The ministry said after a forum of independent members on 28 October 2025 that independents from the United States, the United Kingdom, Germany, Spain, Türkiye, India, Poland, Mauritius and other countries serve on them. The forum recommended "strengthening the institution of independent directors as a strategic oversight mechanism" (ministry report).

A separate route for state-share members

UzSAMA runs a separate open competition for members who represent the state's share. Its notice of 15 June, published in Uzbek, announced an open competition from 13 June to 13 July for 61 seats on the supervisory boards of 22 enterprises, under the law on management of state property and Cabinet of Ministers resolution No. 647 of 4 November 2022 (UzSAMA notice, in Uzbek). The enterprises listed include a hotel, a hippodrome and a wine combine, and none of the five companies in the ToRs is on the list.

The requirements differ from those for independents. State-share candidates need a valid corporate governance qualification certificate unless exempt by law, higher education and at least two years of experience. They may not already sit on five or more supervisory boards, and civil servants may not sit on more than three. Employees of the enterprise, of an audit firm that served it in the past three years or of the state bodies that regulate it are excluded, and women candidates are prioritised (UzSAMA notice, in Uzbek). The Navoiyazot ToR for independents, by contrast, bars employees of public administration bodies and state-owned enterprises, asks for 10 years of senior experience and mentions no certificate (ToR).