Art of Container Logistics
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ANNUAL REPORT 2016 ART OF CONTAINER LOGISTICS PRELIMINARILY APPROVED APPROVED BY THE ANNUAL BY THE BOARD OF DIRECTORS GENERAL SHAREHOLDERS MEETING OF TRANSCONTAINER OF TRANSCONTAINER 17 MAY 2017 22 JUNE 2017 Meeting Minutes No. 12 dated 19 May 2017 Meeting Minutes No. 35 dated 23 June 2017 Reporting period from 1 January 2016 to 31 December 2016. The report of the Public Joint Stock Company Center for Cargo Container Tra c TransContainer (“TransContainer”, the “Company”) for the year 2016 includes the results for TransContainer and its subsidiaries (the “Group”). The composition of the Group and its equity interest in TransContainer are shown in the Consolidated Financial Statements for 2016. The data in the 2016 Annual Report have been consolidated in accordance with Order No. 3533-U of the Bank of Russia, dated 15 January 2015, the MICEX Stock Exchange Procedure for Providing Information and Reports, dat- ed 11 August 2015, the Corporate Governance Code, dated 23 Decem- ber 2016, FRC UK Guidance and the GRI Standards Sustainability Reporting Guidelines. The information provided in the report has been subjected to an internal audit and preliminarily reviewed by the Audit Committee and the Nominations and ABOUT THE REPORT THE ABOUT Remuneration Committee of the Company’s Board of Directors. Disclaimer This annual report (the “Annual Report”) has been prepared using the information available to the Center for Cargo Container Tra c TransContainer (the “Company”) and its subsidiaries (the “Group”) at the time of its preparation, including information obtained from third parties. The Company reasonably believes that the information in the Annual Report was complete and accurate as of the time of its publication. However, it does not represent or warrant that the information will not be further refi ned, revised or otherwise changed. This Annual Report may contain certain forward-looking statements regarding the operations, economic performance, fi nancial condition and results of economic and industrial activities of the Company and the Group, its plans, projects and expected results, policies in respect of dividends and capital expenditure, as well as trends relating to prices, rates, transportation volumes, terminal processing volumes, production and consumption volumes, costs, anticipated expenses, development prospects, the useful service life of assets and other similar factors, the economic outlook for the industry and markets, dates for the beginning and end of individual projects, as well as the acquisition, closing, conservation or disposal of certain entities (including related costs). The words “intends”, “strives”, “projects”, “expects”, “estimates”, “plans”, “believes”, “anticipates”, “may”, “should”, “will” and “will continue”, as well as similar expressions, generally indicate forward-looking statements. Forward-looking statements, by their nature, involve inherent risks and uncertainties, both general and specifi c, and there is a danger that assumptions, forecasts, projections and other forward-looking statements may prove unjustifi ed. In light of these risks, uncertainties and assumptions, the Company warns that actual results may differ signifi cantly from those expressed either directly or indirectly in such forward-looking statements, which are only valid as of the date that this Annual Report was drafted. The Company does not represent or warrant that the results indicated in the forward-looking statements will be achieved. The Company does not assume any liability for damages that may be incurred by persons or legal entities acting on the basis of forward-looking statements. Such forward-looking statements in each case represent only one of many possible outcomes and should not be considered as the most probable outcomes. In particular, other factors that could infl uence the fi nancial and operational performance of the Company or the Group, its plans, projects, capital expenditure and other aspects of its operations include changes to macroeconomic or market conditions, the actions of the state bodies of the Russian Federation and other jurisdictions where the Group studies, develops or uses assets, including changes to tax, environmental and other laws and regulations. This list of material factors is not exhaustive. When taking into account the forward-looking statements, the above factors, and in particular the economic, social, and legal environment in which the Company or the Group operates, should be carefully considered. Except as explicitly required by applicable law, the Company assumes no obligation to publish updates or changes to forward-looking statements based on any new information or subsequent events. Pages 2–13 14–23 24–35 36–79 80–147 COMPANY PROFILE COMPANY REPORTSTRATEGIC OVERVIEWMARKET OVERVIEWBUSINESS GOVERNANCECORPORATE CONTENTS 1 COMPANY PROFILE 5 CORPORATE GOVERNANCE 6 FINANCIAL REPORT Business model 4 Message from the Chairman Consolidated financial statements 149 of the Board of Directors 82 2016 Year in Review — interview Opinion of the Revision Commission on the with Company CEO Petr Baskakov 6 Corporate governance practices 84 results of an audit of the financial and business activities of Public joint-stock company General meeting of shareholders 90 2 STRATEGIC REPORT TransContainer for 2016 202 Board of Directors 91 Strategy 16 CEO and Management Board 116 7 APPENDIX System of key performance indicators 22 Report on compliance with the Corporate Report on Remuneration Governance Code 204 3 MARKET OVERVIEW of the Board of Directors, Executive Bodies and the Management 120 Major transactions and related Global container shipping market 26 party transactions 221 Control and monitoring 126 Russian rail container Number of cases concerning violations transportation market 29 Risk management 133 of antimonopoly legislation TransContainer’s position in the industry 35 Cooperation with shareholders involving TransContainer and the outcomes and investors 137 of these cases 221 4 BUSINESS OVERVIEW Statement of the Audit Committee on evaluation Corporate risk map for 2016 223 of the performance of the Company’s Assets 38 Subsidiaries and joint ventures auditor and the conclusions drawn PJSC TransContainer 239 Services 42 from the audits of financial Client service and sales organisation 47 (accounting) statements 147 Global Sustainability Standards Board (GSSB/GRI) 240 Corporate culture 53 Administrative details 242 Financial results 70 COMPANY PROFILE UNIFIED VALUE P L A T F O R M he Company asserts its market T leadership by creating additional value for all stakeholders Shared values are rooted in a culture of benevolent, open, honest and trustful relations with employees, clients, partners, shareholders and investors A strong sense of responsibility for the performance we deliver ensures our successful development regardless of external factors. 4 BUSINESS MODEL TRCONT.RU/EN/ A vertically integrated transport and logistics group, containerised cargo shipper and provider of logistics services in Eurasia. FINANCIALREPORT Focused on the use of own operating assets in low / limited The business model is optimised for a broad client base and an competition market niches and outsourcing in high competition extensive geographical footprint, offering a full range of services segments along the logistics chain. for all client categories – from equipment supplies to complex CORPORATE CORPORATE multimodal transportation. GOVERNANCE RUB 51.5 bn +21.1% Total revenue 4.0 1.0 0.9 0.5 BUSINESS OVERVIEW BUSINESS 10.9 RUB 3.2 bn +14.6% Profit for the period MARKET OVERVIEW MARKET 22.0 18.5 RUB bn Adjusted revenue 64.2 +8.3% STRATEGIC REPORT STRATEGIC RUB 7.1 bn +8.8% EBITDA A +12.8% Integrated forwarding and D J , % U S T W N logistics services COMPANY PROFILE COMPANY E D D O R E V E N U E B R E A K 32.3% +0.2 p.p. –7.5% Rail container transportation +12.3% Terminal handling and agent EBITDA margin services +3.2% Road transportation +68.7% Other forwarding services RUB 3.5 bn –3.5% 0.50 RUB 2.2 bn –7.9% +4.6% Bonded warehouse services +7.2% Other ANNUAL REPORT 2016 Net debt Net debt / EBITDA CAPEX ADVANTAGES OF NETWORK ASSET MANAGEMENT 1 Resilience to external 3 Unlimited geographical coverage of services shocks 2 Broad client base 4 Ability to quickly integrate partner programmes orders are top 10 clients’ share 50% placed online 24% in total revenue ASSET BASE 31 AUG 2016 domestic +9.7% transportation 10,000,000th container transportation order received. A 50% discount given to the client. international +7.9% transportation 20 APR 2016 67,338 HIGH-CAPACITY Range of operator services extended by providing own containers to CONTAINERS be transported on third-party rolling stock. C L I E N T N E 12 APR 2016 T W O R K SERVICES Cargo tracking on the map enabled in TransContainer’s online store. 23,244 FLATCARS M R O F T A L P MANAGEMENT T M –7.9% I LIS A RESPONSIB reduction in 04 OCT 2016 E N ILI L IO TY rolling stock G S 514 S N E turnover TransContainer started transporting pipes for Nord Stream-2. I F TRUCKS S O R NT P E 20 APR 2016 M RUST P T O E L N TransContainer and Rusal signed a long-term agreement. E G V E A G D –2.4% E optimisation of VALUES M E empty runs 65 N RAIL CONTAINER TERMINALS T K R O W T 01 SEP 2016 E N +12.8% TransContainer and Lorus SCM signed an agreement for cooperation. T E increase in revenue S 214 25 NOV 2016 S from integrated LIFTING MACHINES A logistics R TransContainer and Dalian Port signed a memorandum of cooperation. O T A 30 NOV 2016 R E P O TransContainer and Latvian Railways signed a memorandum of T P cooperation. E R I M H iSales I N S A L R 25 NOV 2016 ONLINE STORE N E E T W N O R K T R TransContainer and Azerbaijan Railways signed a memorandum of A P cooperation. REMOTE ACCESS COMPLEX 17 NOV 2016 TransContainer opened a modernised container terminal in Krasnoyarsk.