On May 17, 2016, a meeting of the Board of Directors of PJSC TransContainer was held, at which the following resolutions were adopted:
1. To approve the Statement of Performance of PJSC TransContainer for the 1st quarter of 2016.
2. To take into account the report on the implementation of the credit policy of PJSC TransContainer.
3. To pay to P.V. Baskakov, the General Director of PJSC TransContainer a bonus according to the results of work in the 1st quarter of 2016 in accordance with the Regulations on Motivation of the Management of PJSC TransContainer.
4.1. To preliminarily approve the annual report of PJSC TransContainer for 2015.
4.2. To recommend the annual General Shareholders Meeting to approve the annual report of PJSC TransContainer for 2015.
5. To recommend the annual General Shareholders Meeting to approve the accounting (financial) statements of PJSC TransContainer for 2015, including the profit and loss statement.
6. The resolution on the issue “On the Distribution of Profits of PJSC TransContainer by the end of 2015” was not adopted.
7. The resolution on the issue “On the Payment of Dividends for 2015” was not adopted.
8. To take into account information on the annual remuneration of members of the Board of Directors and committees of the Board of Directors of PJSC TransContainer.
9. To recommend the annual General Shareholders Meeting to adopt a resolution on the payment of remuneration and compensation to the members of the Auditing Committee in accordance with the Regulations on the Payment of Remuneration and Compensation to the Members of the Auditing Committee of the Company in the following amount:
E.I. Chamortseva – 225 000.00 rubles (including 50% supplement for the position of the Chairman of the Auditing Committee);
S.V. Davydov – 150 000.00 rubles;
N.A. Lem – 150,000.00 rubles;
A.N. Chernyavskaya – 150,000.00 rubles.
10. To recommend to the General Shareholders Meeting of PJSC TransContainer to approve the candidacy of CJSC PriceWaterhouseCoopers for auditing the financial statements of PJSC TransContainer for 2016 in accordance with the National Accounting Principles and International Financial Reporting Standards.
11. To determine the maximum amount of related-party transactions that may be made in the future in the course of the ordinary business of the Company.
12. To recommend the annual General Shareholders Meeting to validate the conclusion of a number of related-party transactions, including those that may be concluded in the future in the course of the ordinary business of the Company.
13. To approve the form and text of voting ballots at the annual General Shareholders Meeting.
14. To determine the postal address for delivery of filled-in bulletins: 19 Oruzheyniy Pereulok, reception, Moscow, 125047.
15. The Board of Directors, assessing experience, knowledge, business reputation, the absence of a conflict of interest, as well as compliance with the independence criteria of candidates for the Board of Directors, made the following conclusions:
1. The knowledge, experience in various fields, as well as the business reputation of candidates nominated to the Board of Directors will allow them to fulfill the duties of members of the Board of Directors, and will also contribute to the formation of a balanced composition of the Board of Directors to fulfill the functions and tasks assigned to it;
2. Based on the analysis of the information provided by the candidates, there was no conflict of interest.
3. Of the candidates proposed to the Board of Directors:
- 2 candidates meet the independence criteria in accordance with the recommendations of the Corporate Governance Code recommended by the Bank of Russia (Richard Andreas Werner and Arvid Tyurkner);
- 3 candidates meet the independence criteria in accordance with the requirements of the listing rules (Richard Andreas Werner, Arvid Tyurkner and Irina Sergeevna Shitkina).
4. Despite the existence of a criterion for the relationship of the candidate to the Board of Directors, Aleksandr Vyacheslavovich Ikonnikov, with the Company, the Board of Directors believes that such a connection cannot have a significant impact on the ability of A.V. Ikonnikov. make independent, objective, and bona fide judgments.
16. To approve the amended Regulations on the Internal Audit Service of PJSC TransContainer.
17. To take into account the report on the implementation of resolutions of the Board of Directors of PJSC TransContainer for the 1st quarter of 2016.
18. To agree on the candidacy of Murat Adilovich Khalisov for the position of director of the representative office of PJSC TransContainer in the Republic of Uzbekistan in Tashkent.
19. To take into account the report on the implementation of the TransContainer for Children Charity Program for 1st half of 2016.
20.1. To validate the provision of charity support to the Company’s employees with large families in the amount of 30,000 rubles per child (74 families, 228 children).
20.2. To validate the provision of charity support to employees of the Company who bring up children with disabilities in their families, including children with disabilities, in the amount of 77,000 rubles per person (34 people).
20.3. To validate the provision of charity support to Moscow State University of Railway Engineering (MIIT) for the 120th anniversary of the university in the amount of 500,000 rubles. Support will be provided through Association of Transport Higher Education Institutions Non-Profit Organization.
20.4 To validate the provision of charity support to an employee of PJSC TransContainer to compensate for the costs of expensive treatment in the amount of not more than 586,412 rubles.
21. To validate a number of related-party transactions.
Corporate Secretary of
Tel. +7 (495) 788-17-17, ext. 1017