President of Ukraine International Airlines (UIA) Yevhenii Dykhne—who has held office since 2019 and is currently appealing his dismissal which was initiated by the chairman of the UIA Supervisory Board—told UNIAN about the origins of the conflict, the current course of consideration of the conflict in the courts, and the foreseeable future of the “main wings of the country”.
The interview with Yevhenii took place in the presence of his lawyer, Oleh Hromovyi, who commented on the position presented by his client in the courts and explained the current situation regarding the consideration of sports, from a legal point of view.
Recent news has uncovered information that suggests there is a struggle for the “main wings of the country”, UIA. How long has this struggle existed? How did it all start? and How did the events that followed develop?
The struggle for the “main wings of the country” has been going on, in my opinion, for the last five or even seven years. And this has been a struggle for the best minds, for European values, for transparent competition, and for honest relationships with contractors—including the state. Of course, those used to the “Boom Business” of the 90s resist change. This results in a disrespectful attitude towards employees, in managing the company using the principle of power, the manipulation of the strong over the weak, and, the eventual attempts to fire top managers using the “because I want to…” argument.
All of these are features of the management culture or rather elements of the corporate culture's red flags. Trouble and decay, as a whole, start at the top. In the case of UIA, the top is the permanent chairman of the Supervisory Board (Aron Mayberg - UNIAN).
As I know, this is not the first time they have tried to fire you from UIA. In the fall of 2021, you managed to appeal against this decision in court. What was happening in the company around that time?
Yes, my first dispute with Aron Mayberg took place in the spring of 2020, 5 months after my appointment at UIA. Then there was a conflict between the shareholders. As far as I understood, it was concerning the topic of financing the company during the pandemic.
I refused to take sides and submitted a request to voluntarily resign from my position, that was instantly approved by the Supervisory Board. Then—like a famous American film, I packed my things into a cardboard box and went home. For about a day I was officially unemployed.
The next day, a parliamentarian from Mayberg (Oleh Bondar) came with a request to return and the argument that everything was returned to the status quo, the shareholders agreed. Whether shareholders met that day and what they talked about, I don’t know. I am not involved in it.
We had conflicts in a latent phase until November 2021. We both had the wisdom to keep it in the team, not to harm UIA. But on November 11, 2021, after my secret dismissal—which I found out about by accident, the story of our disagreements came to light.
I do not agree with this form or content. Democracy is made up of procedures. We will not have order anywhere until we begin to comply with the prescribed rules and procedures—neither in the country, nor in a single company.
I am not a citizen of Israel, like Mr Mayberg, I am a citizen of Ukraine. This is where my family lives. I have been working in infrastructure for the last 15 years. I am not going anywhere, I will continue to live and work here. For me, the reputation of a responsible manager, a person, a father, a friend is important.
Why are they trying to fire you now, and who exactly of the company’s owners is trying to achieve it? What do you think is the real reason?
Aron Mayberg is the Chairman of the UIA Supervisory Board. Whether or not he is the owner, is a question that is better for him to address. In one of his interviews, he called himself a person who has influence on a shareholder (legal entity). Obviously, we are talking about an individual, “the ultimate beneficial owner” if we speak in competent legal language.
The answer is simple - professionalism is not important for the “red flags leader”; an independent effective manager is not needed. Such a leader appreciates obedience, the unquestioning execution of commands. Subjectivity in such a coordinate system is not considered. If a person is not controlled by him, it means that someone else must control him. There is a mental and cultural gap between us. Anyone who has encountered “red flags leaders” in life will understand my arguments without further explanation.
When I worked at the Boryspil airport, Aron Mayberg and I have had smooth business relations. The features of his culture of behavior did not manifest themselves in this way since he did not have seniority over me. I was invited to UIA not because I am a relative or—Heaven forbid—a friend of Aron Mayberg. No. My expertise matched the request.
UIA has been in a difficult financial situation, in recent years, due to the operation of unprofitable flights from 2014 to 2019. I knew it wouldn't just happen. But a helping hand was promised to me. It was a lie, which became clear pretty soon. I'm such a big boy, but still fascinated by people.
"A helping hand was promised to me"
What is the current situation with UIA debts for airport maintenance and other contractors?
We are in the stage of negotiations on restructuring with state-owned enterprises (Boryspil Airport and UkSATSE), with the participation of the Ministry of Infrastructure. From UIA, our CFO (financial director - UNIAN) and me.
It is very important to explain one point to your readers. Restructuring is not the forgiveness or cancellation of debts. Vice versa. This is the process of acknowledging them since, at the moment, UIA does not acknowledge debts and appeals in courts of various instances. After the approval of the restructuring by UIA shareholders and the state in the form of an act of political support, like a bank loan, UIA will pay the main debt and interest for use in accordance with the approved schedule.
The total amount of debts is about 100 million dollars. But only unconditional amounts will be subject to restructuring, that is, those that will be categorically recognized by both parties.
What amount, at the same time, does UIA recognize?
Information about the details, including the amount, is still private. Negotiations are a very delicate issue. If the task is to reach an agreement, the dialogue always takes place in a confidential way. Once a result is achieved, the parties will issue a jointly developed public position. This is a modern civilized approach. So, we will also follow this method. The process is not delayed. It is objectively difficult. We are bringing our positions closer, step by step.
What is your current status in the company? Are you fulfilling your obligations until you receive a court decision?
I'm not fulfilling obligations. I'm the current CEO. Here is a tragicomic story.
Following the secret protocol on my dismissal, a secret protocol was adopted to cancel the secret protocol on my dismissal. I saw both protocols only when my lawyers demanded them through the court. As they explained to me, this is such a legal manipulation in order to liquidate the subject of the claim and close the case in the economic court. They already tried to do it, but the court refused.
What is the current status of your “dismissal” case in court?
[Note ed. Yevhenii Dykhne's lawyer Oleh Hromovyi enters the conversation]:
“Yevhenii Dykhne's claim for illegal dismissal is in the Economic Court of Kyiv. On January 19, we managed to receive letters from representatives of UIA shareholders who questioned the authority of lawyers representing UIA shareholders (the Cypriot company Ontobed Promotions Limited and the Ukrainian LLC Capital Investment Project). The very next day, the Northern Economic Court of Appeal refused to consider complaints from representatives of the shareholders due to the lack of authority and closed the court proceedings regarding their appeal claims.”
This whole situation looks rather confusing...
Yes, and this once again signals to me that there is a corporate conflict between shareholders. And it is better for them to understand each other. The price is too high.
“It is better for UIA shareholders to resolve the existing conflict between themselves. The price is too high.”
It means that you are simultaneously in law with the company and managing it as CEO. How did you maintain a balance?
Last year, we created a compliance committee in our company that is responsible for bringing the company's activities in line with the law, as well as corporate and ethical standards. I am very proud of this. The best corporate practices such as compliance, risk management of conflicts of interest, have not been used at UIA before.
The first application that the committee considers is mine. I have declared my own conflict of interest regarding my claim against UIA. As a human being, this situation is extremely unpleasant for me. Legally, UIA is my employer, although my rights are violated—of course, not by the company, but by specific people. In this regard, I withdrew myself from any questions related to this legal process as CEO of UIA.
I also declared the conflict of interest that exists with Oleh Bondar. He was a long-term outsourced lawyer for UIA; he is also a business partner in the law firm ‘ECOVIS Bondar and Bondar’, member of the UIA Supervisory Board Alexandra Nikitina. He is also "associated" with the company "Aerohandling"—our exclusive contractor for handling (ground handling of flights - UNIAN) at the airport "Borispol". He is also the periodically self-elected chairman of the general meeting of shareholders. Finally, the main affront was that he came to fire me by power of attorney, which was issued to him by me, and appoint himself as the president of UIA.
Oleh Bondar said in one of his interviews that you are resorting to manipulatiing the judicial system. How would you comment on this statement?
Firstly, all of my actions in this process are implemented by lawyers, because in a legal situation you need to turn not to common sense, but to lawyers.
[Note ed. Comment by lawyer Oleh Hromovyi]:
“UIA lawyers, in court, announced the abuse of procedural rights in order to manipulate the automated distribution of cases between judges. The court has already given an exhaustive answer to this question, refusing to satisfy the petition for abuse of rights. Moreover, interference in the work of a "robot", which determines which of the judges will get the claim, is punishable by the Criminal Code (376-1 of the Criminal Code).
If Oleh Bondar has evidence of such interference, he is obliged to apply to law enforcement agencies for verification. If he doesn’t, then it’s not a legal, but an emotional statement.”
I will add and put an end to the comments regarding Oleh Bondar. He was a good lawyer, but he always walked between a rock and a hard place. Now he has crossed that line. I sincerely feel sorry for him. I think he was framed, and now he has to defend himself.
Is the recent statement by UIA longtime top manager Yuri Miroshnikov—that he is leaving the company—related to the story around your "dismissal"?
I have known and respected Yuri Miroshnikov for a long time, therefore I do not consider it correct to comment on this issue. His last position in the company is a member of the UIA Supervisory Board. Replacement of members of the Supervisory Board is in the powers of the shareholders, who delegate them to represent interests. This is how it works in UIA.
Was information about the ultimate beneficiaries/owners of UIA revealed during the trial? Can you share this information?
Until the law on mandatory disclosure of information about ultimate beneficial owners comes into force, I, as CEO, use only information officially available to me. I understand that I would like to hear high-profile names in the answer to this question, but they are not there.
[Note ed. Comment by lawyer Oleh Hromovyi]:
“Information about the ultimate beneficiaries has not been disclosed. The participants in the litigation are UIA, as a legal entity, the defendant, as well as UIA shareholders: the Cypriot company Ontobed Promotions Limited and the Ukrainian Capital Investment Project LLC - as third parties without independent claims. Individuals - Aron Mayberg, as chairman of the UIA Supervisory Board, and Oleh Bondar, as it is not entirely clear who wanted to join the process, arguing that the court decision could allegedly affect their rights and obligations, but the court refused them.
You must remember that in 2019 there was a situation when they wanted to deprive the Ukrainian airline SkyUp of its license by the decision of the Baryshevsky court, on the basis of a claim by a citizen who had never used the services of this airline, but, nevertheless, claimed that the company was not fulfilling its obligations to passengers. There were opinions that this situation was a manipulative ploy since SkyUp tickets were cheaper than UIA, and this was an attempt to “crack down on” a competitor. It would seem that the situation is long gone. But Aron Mayberg, in turn, (in his interview) drew a parallel between the decisions of the Baryshevsky court on the deprivation of the air operator's certificate of the SkyUp airline and the Dykhne case, calling them "the work of one architect." What do you think about it?
When the lawsuit was filed with the Baryshevsky court, I had not yet worked at UIA. At that time, I was the first deputy director of the Boryspil airport. I learned about the lawsuit from the press, it immediately seemed absurd to me.
In the press, and—as far as I remember—in the SkyUp airline itself, the lawsuit was called the work of UIA, which I really did not want to believe. It's unfair game. The paradox is that the “legal” hands of UIA are (or rather, they were at that time since the UIA airline terminated the contract at the end of last year) Oleh Bondar and the ECOVIS law office Bondar and Bondar.
Involuntarily, a proverb about a hat on a thief comes to mind. Only a person who has an appropriate model of behavior in his head can give birth to such a thought. Not otherwise.
According to Mayberg, the current situation at UIA seems like marauding. What is his argument? And what is your position on this?
From the documents that my lawyers and I receive in court, as well as the documents that come on behalf of UIA shareholders, the contents of which I do not have the right to disclose due to NDA (non-disclosure agreements - UNIAN), I see that my understanding of the situation and motivation for filing a claim were correct.
The actions of Aron Mayberg on my dismissal now, when UIA has so many external challenges, is like taking out the bottom blocks, one by one, in a children's game of jenga and checking if the structure will stand. The Chairman of the Supervisory Board needed someone who would play into his hands in his corporate war. I'm definitely not this man. So, marauding in this case is an attack on my rights and on my business reputation.
What will be your next moves, and what scenarios for the further development of the situation do you see at the moment?
Everything will pass, but UIA will be alive. The company has already implemented a change in the operating model, cost optimization. The next stage of the company's transformation is a cultural one—an exit from the red flags of corporate culture, because in order to successfully compete with airlines (including low-cost airlines), the issue of "fighting for minds" will come about. And this is a competition of teams, not a product. We all have the same product plus or minus.
For the further development of UIA—without a doubt, it must change the internal culture, starting from the top. In the practice of compliance, this is called “leadership is setting the tone”. At the moment, this has not happened.