Addressing Potential Conflict of Interest

Prevention and management of conflicts of interest are an essential tool of the Company and shareholder protection. The Board of Directors plays a key role in preventing, identifying and resolving internal conflicts between the Company’s bodies, shareholders and employees.

The Company has taken measures to prevent potential conflict of interest involving executive bodies and key managers, including:

  • a requirement set out in the Regulation on the Executive Board and the Regulation on the CEO of the Company obliging them to refrain from any actions that can or may potentially lead to a conflict of interest with the Company and report any such conflict arising to the Board of Directors. These obligations are also fixed in the employment contracts with the CEO and members of the Executive Board, the terms and conditions of which are determined by the Company’s Board of Directors;
  • authorising the Board of Directors to approve overlapping and other paid positions held by the CEO and members of the Executive Board in the governance bodies of other organisations;
  • approval by the Board of Directors of a corporate risk map envisaging initiatives to prevent the employee wrongdoing risk. The initiatives aimed at minimising this risk include checking the key employees and candidates for key roles for potential conflict of interest. A report on the occurrence of this risk is reviewed by the Audit Committee on a quarterly basis;
  • an annual review by the Audit Committee of a report on violations of the Company’s Code of Ethics, including the situations related to the conflict of interest, prepared by the Company’s Internal Audit Service.

To protect its interests in case of a potential conflict of interest, the Company has implemented measures to make sure that all interested-party transactions are reviewed by the Board of Directors. These measures include monitoring of all transactions executed by the Company for the existence of interest, maintaining and updating information about the persons interested in the transactions.

On top of the above initiatives, the Company pays special attention to insider information requirements viewing this as another element of the conflict of interest prevention.

A range of measures undertaken to identify and prevent conflicts of interest helps to minimise the probability of negative consequences for the Company.

In addition to the said measures, the Company has adopted and published on its corporate website the following documents, which are applicable to all the Company’s employees and which determine the principles and procedures for preventing, identifying, and minimising any potential conflict of interest:

  • Corporate Governance Code;
  • Code of Ethics;
  • Anti-Corruption Policy;
  • Anti-Corruption Programme (available to all TransContainer’s employees on its corporate website);
  • Regulation on Insider Information;
  • Revised Regulation on the Procedure for Addressing Conflict (or Potential Conflict) of Interest at TransContainer (available to all TransContainer’s employees on its corporate website).

Applicable to all TransContainer’s employees and officers, these documents determine the rules and principles of managing a conflict of interest, including the employee obligation to disclose information on an existing or potential conflict of interest, balancing the interests of the Company and its employees, and non-retaliation for reporting a conflict of interest.

In accordance with internal documents, members of the Board of Directors and the Executive Board had no conflicts of interest in the reporting period.