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18 Apr 2013

JSC TransContainer: Notice on Decisions of the Board of Directors

On 17 April 2013the Board of Directors of JSC TransContainer held an in-person meeting and decided:
1. Take note of the report on evaluation of performance of the Board of Directors and committees of the Board of Directors of TransContainer for the corporate year 2011/2012; the report of Ernst & Young (CIS) B.V. on diagnostics of the corporate risk management system of TransContainer; the report on implementation of the action plan for critical risks in Quarter IV, 2012; forecast performance of TransContainer in Quarter I, 2013; the report on implementation of the credit policy of TransContainer as of 31 December 2012; the report of the Director General on implementation of recommendations of the Internal Audit Commission of TransContainer based on the audit of the Company for 2011.
2. Approve the report of the Director General on performance of TransContainer in 2012.
3. Pay to P. V. Baskakov, Director General of TransContainer, a bonus based on the performance for Quarter IV, 2012, as well as the annual bonus for achievement of target KPIs in 2012.
4. Payment of additional performance-based bonuses to the Company’s management for 2012 for excess of actual net profit over the planned budget indicator.
5. Approve the provision of charitable help to:
5.1. S. N. Titkov, an employee of TransContainer, to reimburse for expenses associated with a surgery and purchase of implants in the amount of 107,296 rubles.
5.2. A. V. Davydov to treat his son Kirill (born in 2009) in the amount of 3,600,000 rubles.
5.3. Regional Center for Rehabilitation of Challenged Children and Teenagers “Parus Nadezhdy” to purchase medical equipment in the amount of 131,870 rubles.
5.4. Novgorod Region Social Support Foundation “Sokhrani Zhizn” by providing Cars for carrying cargo or passengers designated for railway transportation.
rolling stock
to arrange free transportation of containers with building materials by rail to erect an orthodox church at Russkoe Ustie village in the Republic of Sakha (Yakutia) from Saint Petersburg to the Ust-Kut port in the Irkutsk Region. The transportation cost is estimated at 150,000 rubles.
6. Approval of interested-party transactions.
7. Approve the terms and conditions of the employment agreement with the Director General of TransContainer in terms of the  wage amount indexing.
8. Convene the annual General Meeting of Shareholders of TransContainer.
8.1. Establish that the form of the annual General Meeting of Shareholders shall be in-person meeting with preliminary delivery of bulletins.
8.2. Establish that the date of the annual General Meeting of Shareholders shall be 26 June 2013.
8.3. Establish that the place of the annual General Meeting of Shareholders shall be Moscow, Tverskaya Street, 26/1, Marriott Grand Hotel, Grand Ballroom.
8.4. Establish that the time of the annual General Meeting of Shareholders shall be 11.00 a.m. (Moscow time).
8.5. Establish that the place and start time of registration of shareholders (representatives of shareholders) shall be Moscow, Tverskaya Street, 26/1, Marriott Grand Hotel, Grand Ballroom, 10.00 a.m. (Moscow time).
8.6. Establish that the deadline to prepare a list of persons entitled to participate in the annual General Meeting of Shareholders shall be 14 May 2013.
8.7. Elect Yulia Borisovna Gelfer, acting Director for Corporate Governance of TransContainer, to the position of the Secretary of the annual General Meeting of Shareholders.
8.8. Establish that the entity to perform the function of the counting committee at the annual General Meeting of Shareholders shall be Registrar Society “Status” Joint-Stock Company.
8.9. Approve the following agenda of the annual General Meeting of Shareholders:
1. Approval of the Company’s annual report for 2012.
2. Approval of annual financial statements including the Profit & Loss Statement (profit and loss accounts).
3. Distribution of the Company’s profit and losses based on the results of the fiscal year.
4. Payment (declaration) of dividend based on the results of the fiscal year.
5. Payment of remuneration and compensations to members of the Board of Directors of the Company.
6. Payment of remuneration and compensations to members of committees of the Board of Directors of the Company.
7. Payment of remuneration and compensations to members of the Internal Audit Commission of the Company.
8. Approval of the Company’s Auditor.
9. Election of members of the Board of Directors of the Company.
10. Election of members of the Internal Audit Commission of the Company.
11. Amendments to the Charter of TransContainer.
12. Amendments to the Regulations for Remuneration and Compensations of Members of the Board of Directors of TransContainer.
13. Approval of related party transactions.
8.10. Approve the form and text of the notice of the annual General Meeting of Shareholders (Appendix No. 3 to the minutes of the meeting of the Board of Directors).
8.11. Send the notice of the annual General Meeting of Shareholders to the persons entitled to participate in the annual General Meeting of Shareholders by registered mail not later than on 24 May 2013.
8.12. Establish that the list of information (materials) to be delivered to the persons entitled to participate in the annual General Meeting of Shareholders as part of preparation for the annual General Meeting of Shareholders shall be as follows:
1. The Company’s annual report for 2012.
2. Annual financial statements including the auditor’s opinion, the opinion of the Company’s Internal Audit Commission based on the results of auditing the annual financial statements.
3. Evaluation of the opinion of the Company’s Auditor prepared by the Audit Committee.
4. Data on the candidate for the position of the Company’s Auditor.
5. Data on the candidates on the list to be elected to the Company’s Board of Directors.
6. Data on the candidates on the list to be elected to the Company’s Internal Audit Commission.
7. Information on availability/absence of written consents of candidates for the position of members of the Company’s Board of Directors and Internal Audit Commission.
8. The draft of the amended Articles of Association of TransContainer
9. Draft amendments to the Regulations for Remuneration and Compensations of Members of the Board of Directors of TransContainer.
10. Recommendations of the Board of Directors on the agenda items of the annual General Meeting of Shareholders
11. Explanatory notes related to the issue “Approval of related party transactions”
12. Draft resolutions on the agenda of the Annual General Meeting of Shareholders (newsletters).
8.13. Establish that the information mentioned above shall be made available to the persons entitled to participate in the annual General Meeting of Shareholders at: Moscow, Oruzheyniy pereulok Street, dom 19, office 341 from 24 May 2013 to 25 June 2013 on business days from 10 a.m. to 5 p.m. (Moscow time) and on the Company’s Web-site www.trcont.ru as of 24 May 2013.
9. Include the following candidates in the voter list under the item included in the agenda of the extraordinary General Meeting of Shareholders “Election of the Company’s Board of Directors”:

Full name of a candidate to the position of a member of the Board of Directors, series and/or number of his/her ID, date and place of issue and the issuing authority

Name (full name) of the shareholder that proposed the candidate

Aleksandr Semyonovich Vinokurov

NATIXIS S.A.

Sergey Mikhailovich Zakharov

Anna Grigorievna Belova

Mark Steven Peel

Aleksey Nikolaevich Grom

Yuri Viktorovich Novozhilov

CJSC UK TRANSFINGROUP D.U. for pension reserves of NPF Blagosostoyanie 25/DU; D.U. for pension reserves of NPF Blagosostoyanie 07/DU

David Hexter

European Bank for Reconstruction and Development

Petr Vasilievich Baskakov

Open Joint-Stock Company Russian Railways

Aleksey Yurievich Dabydov

Pavel Dmitrievich Ilyichev

Pavel Alekseevich Ivanov

Irina Sergeevna Shytkina

Irina Aleksandrovna Kostenets

Zhanar Bagdatovna Rymzhanova

10. Approve the form and text of the voting bulletin for the extraordinary General Meeting of Shareholders of TransContainer (appendix No. 8 to the minutes of the meeting of the Board of Directors).
11. Establish that the post address for delivery of filled-out bulletins shall be 125047, Moscow, Oruzheyniy pereulok Street, dom 19, reception office.


JSC TransContainer
Corporate Secretary
Yu.B. Helfer
Tel. +7 (495) 788-17-17, ext. 1029

 

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