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Global Reach
25 Apr 2017

Press release concerning the decisions made by the Board of Directors on April 25, 2017

On April 25, 2017 the meeting of the Board of Directors of PJSC TransContainer was held, where the following decisions were made:

1. To take into consideration the preliminary results of the request for proposals for the provision of services for the financial and legal examination of PJSC TransContainer.

2.1. To convene the Annual General Meeting of the Shareholders of PJSC TransContainer.

2.2. To define the form of holding of the Annual General Meeting of the Shareholders as the joint attendance with preliminary bulletins sending.

2.3. To define the date of holding the Annual General Meeting of the Shareholders - June, 22, 2017.

2.4. To define the place of the annual General Meeting of Shareholders – Moscow, Tverskaya str., 26/1, hotel "Mariott Grand", hall "Troitskiy-Kolomenskiy".

2.5. To define the time of holding the Annual General Meeting of the Shareholders: 11-00 a.m. Moscow time.

2.6. To determine the place and time of registration of shareholders (shareholder representatives): Moscow, Tverskaya str., 26/1, hotel "Mariott Grand", hall "Troitsky-Kolomensky", 10-00 a.m. Moscow time.

2.7. To define the date for making the list of persons entitled to vote in the Annual General Meeting of the Shareholders - May, 29, 2017.

2.8. To elect Galkina Christina Anatolyevna, the Corporate Secretary of PJSC TransContainer as the Secretary of the Annual General Meeting of Shareholders.

2.9. To appoint the Joint-Stock Company Registrar Company Status as the person exercising the functions of the tally committee.

2.10. To approve the following agenda for the Annual General Meeting of the Shareholders:

- approval of the annual report of the Company;

- approval of annual accounting (financial) reports of the Company;

- distribution of profit and losses of the Company according to the results of the reporting year;

- payment (announcement) of the dividends according to the results of the fiscal year;

- approval of the Articles of Association for PJSC TransContainer in new edition;

- approval of the Provision on the procedure of preparation and holding of the General Meeting of Shareholders of PJSC TransContainer in the new edition;

- approval of the Charter of the Director General of PJSC TransContainer in new edition;

- about amending the Provision on payment of remunerations and recompenses to the members of the Board of Directors;

- payment of the remunerations and compensations to the members of the Board of Directors of the Company;

- payment of the remunerations and compensations to the members of the Revision Committee of the Company;

- selection of members of the Board of Directors of the Company;

- selection of members of the Revision Committee of the Company;

- approval of the Company's auditor.

2.11. To approve the form and text of the notification about the annual General meeting of the shareholders of the Company.

2.12. To place the notification about holding the Annual General Meeting of Shareholders of the Company in the information communication network "Internet" on the Company's website www.trcont.ru not later than May 22, 2017

2.13. To define the following list of information (materials) provided to the persons with the right to participate in the Annual general shareholders meeting during the preparation for the annual General shareholders meeting with the following materials:

- Company’s annual report for 2016;

- annual accounting (financial) statement including the Auditor's assessment, the Company revision commission assessment based on the results of the annual financial statement monitoring;

- assessment of the Company's auditor prepared by the Audit Committee;

- information about the candidature of the auditor of the Company;

- information about the candidates included into the list of candidates for election to the Board of directors of the Company.

- information about the candidates included to the nominees list for election to the Company Revision Commission;

- information about available/ unavailable written consent of the nominees to the Company's Board of Directors and Revision Commission;

- information about persons who proposed the issues of the agenda of General meeting and promoted the candidates for the Board of directors and Audit commission of the Company;

- draft of the new edition of the Articles of association of PJSC TransContainer;

- table of amendments to the Articles of association of PJSC TransContainer;

- draft of the new edition of the Provision on the procedure of preparation and carrying out of the General meeting of shareholders of PJSC TransContainer;

- draft of the new edition of the Provision about the Board of directors of PJSC TransContainer;

- draft amendments to the Provision about payment of remunerations and compensations to the members of the Board of Directors of PJSC TransContainer approved by the General Meeting of Shareholders on 28.06.2016 (Minutes No. 30);

- report on transactions concluded by PJSC TransContainer in 2016 , in which there is interest;

- recommendations of the Board of Directors on the agenda of the Annual General Meeting of Shareholders;

- draft decisions concerning the issue of the agenda of the Annual General Meeting of Shareholders.

2.14. To determine, that the specified information will be available to the persons entitled to participate in the Extraordinary General Meeting of Shareholders at the address: Moscow, Oruzheynyy lane, 19, office 227 in the period from December 22, 2017 until January 22, 2017, on business days from 10.00 a.m. till 5.00 p.m. Moscow time, and on the Company's website www.trcont.ru since December 22, 2017.

 

3. T recommend the General Shareholders Meeting approving of the annual financial statement of PJSC TransContainer for 2016, including the report about financial results.

4. To approve the report about transactions concluded by PJSC TransContainer in 2016 , in which there is interest.

5. To define the conditions of the employment contract with the Director General of the Company according to the additional agreement to the employment contract.

6. The Board of directors, having estimated the experience, knowledge, business reputation, absence of the conflict of interests, and also compliance to criteria of independence of candidates for Board of directors, made the following conclusions:

- knowledge, experience in various areas, and also business reputation of the candidates proposed in the structure of the Board of directors will allow them to carry out the duties of the board members, and also will promote formation of the balanced structure of the Board of directors for performance of the assigned functions and tasks;

- according to the results of the analysis of information provided by candidates the existence of the conflict of interests was not found;

- from among candidates proposed to the Board of Directors, 3 candidates meet the criteria of independence in accordance with the recommendations of the Corporate Governance Code recommended for application by the Bank of Russia and the criteria of independence in accordance with the requirements of the Listing Rules: Werner Richard Andreas, O'Brien Peter Lloyd and Shitkina Irina Sergeevna.

- The Board of Directors, considering all the factors together, finds it possible to recognize affiliation with the Company occurred after June 23, 2017 as formal, and the candidate  to the Board of Directors of Shitkina Irina Sergeevna as independent despite the presence of the formal affiliation criterion with the Company.

7. To terminate the powers of the board member and  to elect a new board member.

8. To approve the methodology for reporting about implementation of the budgets of PJSC TransContainer in the form of the budget forms album.

9. To take to consideration the report about the execution of the decisions of the Company's Board of the Directors for the 1st quarter 2017.

10.1. To approve the provision of charitable assistance to the employee of PJSC TransContainer for reimbursement of expensive surgery and treatment in the amount of 129,000 rubles.

10.2. To approve the provision of charitable assistance to the Federal State Institution "Military-patriotic recreation park of the Russian Armed Forces "Patriot" in the form of a donation of two 20-ton containers excluded from inventory. 

10.3. To approve the provision of charitable assistance to former employees, participants of the Great Patriotic War (4 people) who are on file in PJSC TransContainer in the amount of 25,000 rubles per person and home front workers (18 persons) in the amount of 15,000 rubles per person for a total amount of 370,000.

10.4. To approve the provision of charitable assistance to the employee of PJSC TransContainer for purchase of the exerciser "Quadromuscle" for the disabled son in the amount of 297,000 rubles.

 

Corporate Secretary 

PJSC TransContainer 

K.A. Galkina

 

Tel. +7 (495) 788 -17 -17, ext. 1378

 

 

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