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84 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 85 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information Board of Directors 86 Corporate Executive Management 92 Corporate Governance Report 96 Share Capital 108 Governance Corporate Structure 109 86 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 87 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information Board of Directors The Board of Globaltrans Sergey Maltsev John Carroll Colley Dr. Johann Franz Durrer Vasilis Hadjivassiliou is responsible for providing Chairman of the Board, Executive Director, Independent Non-executive Director, Senior Independent Non-executive Independent Non-executive Director effective leadership for the Chief Strategy Officer, Сo-founder Chairman of the Audit Committee Director, Chairman of the Remuneration and shareholder of Globaltrans and Nomination committees Group, establishing its values Appointment: Mr. Maltsev was elected Appointment: Mr. Colley was appointed Appointment: Dr. Durrer was appointed Appointment: Mr. Hadjivassiliou was and culture, overseeing its Chairman of the Board of Directors in April to the Board as an Independent to the Board as an Independent appointed to the Board as an Independent governance, and promoting 2018 and has served as Chief Strategy Officer Non-executive Director in April 2013. Non-executive Director in March 2008. Non-executive Director in September 2019. since August 2017. the success of the Group Skills and experience: Mr. Maltsev was Committee membership: Mr. Colley Committee membership: Dr. Durrer Committee membership: In 2021 for the benefit of all stakeholders. instrumental in the development of the is Chairman of the Audit Committee is Chairman of the Remuneration Mr. Hadjivassiliou became a member The Board is composed freight rail market in Russia and has and a member of the Nomination and Nomination committees. of the Audit Committee. worked in the industry for over 30 years. and Remuneration committees. In 2021 of highly experienced directors, He co-founded Globaltrans and served Mr. Colley became a member of the ESG Skills and experience: Dr. Durrer began Skills and experience: Mr. Hadjivassiliou as Chief Executive Officer from 2008 Committee. his career at Union Bank of Switzerland was a partner in Assurance and Advisory equipped with the diverse until 2015 when he left the Group. At that and in 1970 founded Fidura Treuhand AG, services in PricewaterhouseCoopers (PwC), skills, expertise and commercial point he served as Senior Vice President Skills and experience: Mr. Colley has which provides bookkeeping, auditing Cyprus, from 1990 until 2018 when he retired. for strategy and corporate governance extensive experience in international trade and financial services. During this time he held various leadership experience required to lead at JSC Russian Railways until his return and risk management both in the public positions with PwC, including as an elected to Globaltrans as Chief Strategy Officer and private sectors. From 2007 to 2010, Dr. Durrer graduated from the University member of the Executive Board, Head of the the Group effectively in 2017. Mr. Colley served as country manager of Zurich with a doctorate in Economics Limassol office as well as a number of other for Russia at Noble Resources SA. Prior and is a member of the Swiss Fiduciary offices in Cyprus and was a leading figure and provide support for Mr. Maltsev was a founding member to that, he held a variety of positions Association. in business development. He has extensive the executive management. and Chairman of the non-profit partnership in the public sector, including at the office experience in auditing, International “Council of Railway Operators”. In recognition of the US Trade Representative and the US Financial Reporting Standards and business of his services to the rail industry, Department of Commerce in Washington, advisory services having advised major Mr. Maltsev received the “Honoured DC. He worked for Linkful Ltd and Noble local and international groups including Board Railwayman of Russia” award. He has Resources SA in Moscow from 1992 to 1999. companies publicly listed on the London of Directors a degree in railway engineering. Stock Exchange as well as in Cyprus. Mr. Colley, a fluent Russian speaker, holds an MA in History and a BA in International Mr. Hadjivassiliou is a graduate of the Affairs and Russian Studies from University of Manchester and a Fellow the University of Virginia. of the Institute of Chartered Accountants Members Independent of England and Wales. 15 4Non-executive Other appointments: Mr. Colley is currently Directors the principal of Highgate Consulting LLC, Other appointments: Mr. Hadjivassiliou holds a global advisory consulting company. directorships in several companies affiliated with his family and is also a Board member in a number of other private companies. 88 Globaltrans Investment PLC 01 02 03 04 05 Globaltrans Investment PLC 89 Annual Report & Accounts 2020 Overview Strategic Governance Financial Additional Annual Report & Accounts 2020 Report Statements Information George Papaioannou Alexander Eliseev Andrey Gomon Elia Nicolaou Melina Pyrgou Konstantin Shirokov Independent Non-executive Director Non-executive Director, Сo-founder Non-executive Director Non-executive Director, Company Non-executive Director Executive Director, Head of Internal Audit of Globaltrans Secretary, Secretary to the Board Appointment: Mr. Papaioannou joined Appointment: Mr. Eliseev joined the Board Appointment: Mr. Gomon served as Appointment: Ms. Nicolaou joined Appointment: Ms. Pyrgou was appointed Appointment: Mr. Shirokov was appointed the Board as an Independent Non-executive in March 2008. a member of the Board of the Company the Board as a Non-executive Director to the Board as a Non-executive Director to the Board as an Executive Director Director in April 2013. from 2013 to 2016 and rejoined the Board in March 2008. She is the Company in April 2013. in March 2008 and heads Globaltrans’ in April 2017. Secretary. internal audit function. Committee membership: Mr. Papaioannou Skills and experience: Mr. Eliseev Skills and experience: Mr. Gomon has over Committee membership: Ms. Nicolaou Skills and experience: Ms. Pyrgou Skills and experience: Mr. Shirokov is a member of the Audit Committee. co-founded Globaltrans in 2004 and has 13 years management experience in the was a member of the Audit Committee is a barrister and registered insolvency has over 12 years’senior international played a leading role in introducing railway industry. From 2006 to 2012 he was in 2020. In 2021, Ms. Nicolaou stepped practitioner and has practised corporate law management experience. Prior to joining Skills and experience: Mr. Papaioannou market-based reforms to the Russian freight CEO of Transoil, one of the largest oil rail down as a member of the Audit Committee for over 25 years. She is currently Managing Globaltrans, he worked in senior finance has an experience of more than 20 years rail transportation market. He has spent transportation companies in Russia, having and became a member and Chair of the Director of Pyrgou Vakis Law Firm, a Cyprus- roles at Mechel and as an economist in financial reporting, risk management, more than 17 years in senior management previously served as CFO between 2003 ESG Committee. based corporate and commercial law at Glencore International. He served as auditing, financial performance analysis positions, mostly within the rail sector, and 2006. He sits on the boards of two practice. Previously she was Director of Legal a non-executive member on the board and taxation. In 2004, he founded G. and sits on the boards of two Globaltrans Globaltrans subsidiaries, New Forwarding Skills and experience: Ms. Nicolaou has Services at PricewaterhouseCoopers of Global Ports Investments PLC between Papaioannou Auditors Ltd, which provides subsidiaries, New Forwarding Company Company and BaltTransServis. extensive experience in commercial, in Cyprus. Ms. Pyrgou served as 2008 and April 2018 where he was accounting, audit, tax and consulting and BaltTransServis. corporate and funds law. She is currently the Chairman of EuropeFides Association, a member of the Audit and Risk committee. services. From 2002 to 2004, he worked Mr. Gomon studied economics at St the Managing Director of Amicorp (Cyprus) a European network of accounting, audit, at Grant Thornton in Cyprus and before that Mr. Eliseev is a graduate of the Russian Petersburg State University and holds Ltd. Previously, she was head of the tax and legal firms, from 2015 to 2016 and is Mr. Shirokov graduated from the Finance for PricewaterhouseCoopers in Cyprus. State Medical University, where he studied an MBA from INSEAD. Corporate Legal department at Polakis a member of various business associations. Academy under the Russian government biophysics. Sarris LLC and also worked at C. Patsalides and studied business management Mr. Papaioannou holds a degree LLC. Ms. Nicolaou participates in various Ms. Pyrgou graduated from the University at Oxford Brookes University. in Accounting and Financial Management Other appointments: Mr. Eliseev associations of the Cyprus Chamber of Keele with a degree in Law and Sociology from the University of Essex. He is a is Chairman of the Board of Globaltruck, of Commerce and sits on the boards