Remuneration Policy for Members of the Board of Directors and its Committees
The remuneration policy for members of the Board of Directors, the Chief Executive Officer, members of the Executive Board and the management is aimed at acquiring, incentivising and retaining persons who have the required competencies to steer the Company efficiently towards its strategic goals and objectives.
| For participating in a meeting of the Board of Directors | Annual remuneration for membership in the Board of Directors | Compensations | |
|---|---|---|---|
| Total remuneration and compensations paid to members of the Board of Directors in 2018, RUB | (1,702,500.00) | 65,037,500.00 | (1,290,935.26) |
| Total, RUB | 68,030,935.26 | ||
| Purpose | Incentivising members to participate in Board meetings in person | Offering competitive remuneration to attract highly qualified professionals to the Board of Directors | Compensating for expenses related to participation in Board and committee meetings |
| Description | RUB 30,000 for participating in a meeting in person; RUB 15,000 for submitting a written opinion or participating in a meeting in absentia. | The basis for calculating the annual remuneration in the amount of RUB 4.3 mln adjusted for a coefficient that takes into account the presence of a member of the Board of Directors at meetings. The basis for calculating additional remuneration for participating in the work of committees of the Board of Directors in the amount of RUB 4.3 mln adjusted for a coefficient that takes into account the presence of a member of the Board of Directors at committee meetings and an additional coefficient that takes into account the contribution of a member of the Board of Directors to the committee activities (member of the committee — 25%, Chair of the committee — 33%). Additional annual remuneration is calculated separately for participating in a meeting of each committee | Compensations are paid for the amount of actual documented expenses, including expenses on travel to the venue of a meeting of the Board of Directors, VIP services at airports and railway stations, hotel expenses, communication expenses and other expenses related to participation in meetings of the Board of Directors and its committees. |
| Additional payments for the performance of duties | Increased by: | Increased by: | – |
| Chair | 100% | 100% | |
| Deputy Chair | 25% | 25% | |
| Member of a committee of the Board of Directors | – | 25% | |
| Chair of a committee of the Board of Directors | – | 33% | |
| Terms of payments | Payable within one month after the Board meeting | Payable within one month after the annual general meeting of shareholders | Payable within a month after the submission of documents confirming the expenses incurred |
In 2018, remuneration to members of the Board of Directors and committees was paid in accordance with the Regulation on Payment of Remuneration and Compensation to the Members of TransContainer’s Board of Directors approved by the Annual General Meeting of Shareholders of the Company on 22 June 2017 (Minutes No. 6 dated 23 June 2017)Reference to document, according to which remuneration is paid for the participation in meetings of the Board of Directors and annual remuneration is paid to members of the Board of Directors, depending on the participation of a member of the Board of Directors in meetings of the Board of Directors and the meetings of Board Committees during the corporate year.
The Annual General Meeting of Shareholders of the Company held on 15 May 2018 (Minutes No. 37 dated 16 May 2018) approved a revised version of the Regulation on Payment of Remuneration and Compensation to the Members of TransContainer’s Board of DirectorsReference to document that states that the Company shall not pay a fee for participation in individual meetings of the Board or of Board Committees. The remuneration is calculated according to the basic (maximum) amount and depends on the number of meetings attended by the member of the Board of Directors during the reporting period. In 2018, there were no payments of remuneration and compensations in line with the revised Regulation.
Annual remuneration to members of the Board of Directors is paid pursuant to the resolution of the general meeting of shareholders.
Members of TransContainer’s Board of Directors do not participate in pension, insurance (except for D&O insurance), option and investment programmes or receive any other benefits and privileges.
In the reporting period, there were no loans extended by the Company to members of the Board of Directors.