Efficiency of the Board of Directors
Strong performance of the Board of Directors is ensured through:
- Annual planning of the Board’s activities.
During the corporate year’s first meeting, the Board of Directors approves its work schedule for a period extending until the convocation of the annual general meeting of shareholders. The Board’s performance under such work schedule is reviewed at the last meeting of the corporate year.
- Availability of independent Directors.
Impartiality of independent Directors and their constructive criticism are of great value to the Board of Directors and the Company in general. The inquisitive professional mind of independent Directors and their ability to ask meaningful questions and request additional materials on the items under review bring the quality of discussions within the Board of Directors to a brand new level.
- Balanced composition.
The Company’s Board of Directors achieves impressive performance thanks to the balanced mix of professional skills, knowledge and experience of the Board members.
- Budgets approval.
Annual budgets approved by the Company include expenses to support activities of the Board of Directors. This gives Directors an opportunity to seek professional advice on relevant matters at the Company’s expense.
- Active involvement of the members in the work of the Board of Directors and its committees
Table of Involvement see section "Balanced composition of the board of directors and its committees"
- Rollout of an automated information system.
Since 2015, the meetings of the Board of Directors and its committees have been prepared and held using an automated information system (AIS), which can be accessed by every Board member through an individual electronic device.
- Induction programmes for newly elected Board member.
Newly elected Board members are required to take a one-day induction course, with the key managers giving them a brief overview of the Company’s operations by way of a presentation.
- Liability insurance for Board members and managers.
Starting from 2009, annual liability insurance policies provide financial protection for the Company, its Directors and managers against potential third party lawsuits arising out of accidental and (or) erroneous actions of the officers.
- Regular assessment of performance by the Board of Directors and its committees.
The Chairman of the Board of Directors is responsible for arranging the activities of the Board of Directors and overseeing implementation of resolutions adopted by the Board of Directors and general meeting of shareholders. The Chairman is also personally responsible for managing operations of the Board of Directors, ensuring its overall efficiency and maintaining a focus on the strategic governance of the Company.
Independent Directors draw on their knowledge, experience and expertise to bring an independent perspective on the Board’s operations. The Company highly values the contribution independent Directors make to improving the efficiency of the Board of Directors.
The Board of Directors analyses the Directors’ compliance with the independence criteria on an annual basis. This item is first reviewed by the Nominations and Remuneration Committee, which then submits its opinion on each Director’s compliance with the independence criteria to the Board of Directors. As TransContainer is a public company and its shares are traded on the Moscow Exchange, the Board of Directors and the Nominations and Remuneration Committee take into account the independence criteria set forth in the Listing Rules and the Corporate Governance Code when making a decision on the independence of Directors.
In May 2018, the Board of Directors analysed compliance of its members with the independence criteria and deemed David Davidovich and Sergey Ludin to be independent Directors.