Annual report 2023
Corporate governance

SHARED
OPPORTUNITY SPACE

Corporate governance

Annual report 2023

005

Key corporate results of the year

  • 3

    general meetings of shareholders

    one joint attendance meeting with early delivery of voting ballots, and two meetings with absentee voting

  • 13

    meetings of the Board of Directors

    seven meetings with joint attendance and six meetings with absentee voting

  • 27

    meetings of the Management Board

    twenty two joint attendance meetings and five meetings held in absentia

Committees of the Board of Directors

  • 6

    meetings of the Strategy Committee

    one joint attendance meeting and five meetings with absentee voting

  • 6

    meetings of the Human Resources, Remuneration and Corporate Governance Committee

    three meetings with joint attendance and three meetings with absentee voting

  • 9

    meetings of the Audit Committee

    six meetings with joint attendance and three meetings with absentee voting

Corporate governance structure

UTLC ERA has a well-established and effective corporate governance system that aligns with the requirements of Russian Federation legislation and adheres to the principles of the Corporate Governance Code of the Bank of Russia.

Key principles of corporate governance:

  • ensuring equality in treating the rights and interests of shareholders;
  • respecting and safeguarding shareholders’ rights;
  • a consistent and collaborative decision-making approach;
  • upholding a high level of activity and professionalism among the Board of Directors and the Management Board;
  • maintaining a stable and transparent dividend policy;
  • promoting information openness and transparency;
  • zero tolerance for corruption in all its forms;
  • abiding by ethical standards of conduct;
  • embracing corporate social responsibility.

UTLC ERA corporate governance system

Development of the corporate governance system

2023 results

In 2023, we added an internal auditor position to our corporate governance system. The Board of Directors endorsed the Internal Audit Regulations and appointed the unit’s head.

This initiative will serve to facilitate systematic and consistent evaluation and enhancement of the Company’s business processes, risk management, and corporate governance.

Dividend policy

UTLC ERA pays out dividends in strict adherence to the Regulations on Dividend Policy.

Dividend Policy principles

  • Legality
    principle

    We uphold the rights of shareholders in compliance with the laws of the Russian Federation and contemporary international standards of corporate governance.

  • Transparency
    principle

    We enhance transparency in the process of determining dividend amounts and payments, improve access to information, and provide guidance to shareholders.

  • Balanced objectives
    principle

    We pay dividends to shareholders while also acting in their best interests by strategically growing the business.

The General Meeting of Shareholders decides on dividend payments following the recommendations of the Board of Directors. Dividends are paid out based on the half-year and full-year results, subject to certain conditions:

  • the net profit is determined from UTLC ERA’s accounting statements prepared in accordance with RAS requirements;
  • at least 50% of UTLC ERA’s net profit (fixed amount) for the reporting period is subject to distribution;
  • the decision is not in conflict with the Company’s obligations or Russian law;
  • factors considered in determining the total dividend amount include the Company’s financial and business plans, financial liabilities repayment schedule, potential impact of dividend payment on credit covenants, projected working capital needs for the upcoming year, as well as the Company’s free cash flow.

Dividends accrued and paid in 2023

Reporting period for which dividends are paid 2022 First half
of 2023
Date of decision to pay out dividends June 30, 2023 September 29, 2023
Class, type and category of shares Ordinary registered uncertified shares Ordinary registered uncertified shares
Date on which the persons entitled to receive dividends are determined July 11, 2023 September 06, 2023
Total amount of dividends accrued, RUB 926,328,965.31 780,292,147.32
Total amount of dividends paid out net of withheld taxes, RUB 808,993,963.31 681,455,142.32

General Meeting of Shareholders

The General Meeting of Shareholders serves as the highest governing body of UTLC ERA. Its operations are governed by:

  • Federal Law No. 208-FZ "On Joint Stock Companies" of December 26, 1995;
  • the shareholder agreement pertaining to UTLC ERA;
  • the Company’s Articles of Association;
  • the Regulations on the Procedure for Preparing and Holding General Meeting of Shareholders;
  • other internal documents of UTLC ERA.

All three shareholders of the Company are required to attend general meetings, with a quorum set at three quarters of the votes of the outstanding voting shares.

In 2023, three General Shareholders’ Meetings were held: two meetings in the form of joint attendance with early delivery of ballots and one meeting with absentee voting.

Annual General Meeting of Shareholders dated June 30, 2023

  • Approved the annual accounting (financial) statements of UTLC ERA for 2022, prepared in accordance with the Russian Accounting Standards and the International Financial Reporting Standards
  • Approved the annual report of UTLC ERA for 2022
  • Decided to distribute the net profit received by UTLC ERA in 2022
  • Decided to pay (declare) dividends based on the results of 2022
  • Decided to pay annual remuneration to the members of the Board of Directors of UTLC ERA in accordance with the Regulations on the Procedure for Payment of Remuneration and Compensation to the Members of the Board of Directors of UTLC ERA
  • Decided to pay annual remuneration to the members of the Audit Commission of UTLC ERA in accordance with the Regulations on Payment of Remunerations and Compensations to the Members of the Audit Commission of UTLC ERA
  • Elected a new Board of Directors of UTLC ERA
  • Elected the Chairman of the Board of Directors of UTLC ERA
  • Elected a new Audit Commission of UTLC ERA

100 %

the quorum of the Annual General Meeting of Shareholders

Extraordinary General Meeting of Shareholders dated February 1, 2023

Declared ineligible (no quorum) in accordance with clause 4.3 of the Shareholders’ Agreement dated June 04, 2019 and clause 12.6 of the Articles of Association of UTLC ERA.

Extraordinary General Meeting of Shareholders dated September 29, 2023

Decided to pay (declare) dividends based on the 2023 half-year results

100 %

the quorum of the Extraordinary General Meeting of Shareholders

Board of Directors

The UTLC ERA Board of Directors is responsible for strategic management of the Company, the formation and development of the corporate governance system, the protection and exercise of shareholders’ rights while overseeing the activities of executive bodies.

The Board of Directors’ operational procedures are guided by the Regulations on the Board of Directors of UTLC ERA. For a meeting to be valid, a minimum of three members, one from each shareholder, must be present.

The Board of Directors is required to adhere to:

  • Russian law;
  • the Shareholders’ Agreement;
  • the Company’s Articles of Association;
  • the Regulation on the Board of Directors;
  • other internal documents of UTLC ERA.

Formation of the Board of Directors

The General Meeting of Shareholders elects a six-member Board of Directors, of which:

  • two are elected from among the candidates proposed by JSCo "RZD";
  • two are elected from among the candidates proposed by JSC "NC "KTZ";
  • two are elected from among the candidates proposed by Belarusian Railway.

The Board of Directors does not include independent directors.

The Board of Directors is elected for a term until the next Annual General Meeting of Shareholders.

Board of Directors’ evaluation

Questionnaire question Average evaluation score
Board of Directors composition and structure 5
Organization of Board of Directors operational procedures 4.5
Key functions of the Board of Directors 4.8
Evaluating the performance of Board of Directors members 4.8
Interaction with committees 5

In 2022, the Board of Directors approved the Regulations for Evaluating the Performance of the Board of Directors and its Committees.

In 2023, an inaugural evaluation was conducted in a questionnaire format, with participation of two-thirds of the Board of Directors members. Their evaluation encompassed five categories, each rated on a five-point scale.

Chairman of the Board of Directors

The Chairman of the Board of Directors oversees its operational procedures, which include keeping minutes, convening meetings, and presiding over them. The extent of his authority is determined by:

  • current laws of the Russian Federation;
  • the Company’s Articles of Association;
  • Regulations on the Board of Directors of UTLC ERA;
  • other internal documents.

The General Meeting of Shareholders elects the Chairman of the Board of Directors along with electing the Board of Directors, subject to the provisions of the Shareholders’ Agreement. If this was not the case, the Board of Directors shall elect its chairman by simple majority vote at the first meeting held after the election of the Board of Directors.

The Board of Directors may at any time re-elect the chairman by majority vote, subject to the provisions of the Shareholders’ Agreement.

Liability insurance

In 2023, one of the shareholders of UTLC ERA (JSCo "RZD") insured the liability of UTLC ERA’s directors and officers.

Committees of the Board of Directors

There are three committees under the Board of Directors:

  • Strategy Committee;
  • Audit Committee;
  • Human Resources, Remuneration and Corporate Governance Committee.

The authorities of these committees are defined by the relevant regulations and internal documents of the Company.

The Board of Directors is responsible for establishing the committees’ composition and approving regulations governing their responsibilities.

The committees facilitate the effective operations of the Board of Directors, their primary function being to carry out preliminary analysis and make recommendations to the Board.

Corporate Secretary

The Board of Directors elects the corporate secretary, whose authority is defined by the Company’s Articles of Association and the Regulations on the Corporate Secretary. Additionally, the Corporate Secretary fulfills the duties of the Secretary of the General Meeting of Shareholders of UTLC ERA.

It is the Corporate Secretary’s responsibility to maintain effective communication with shareholders and the Board of Directors, coordinating efforts to safeguard shareholders’ rights and interests, while ensuring corporate decision-making processes.

In 2023, from January 1 to June 30, and from August 2 to December 31, the functions of the Corporate Secretary of UTLC ERA were performed by Dmitry Bulgakov.

From July 1 through August 1, 2023, no corporate secretary was elected.

Dmitry Bulgakov

Булгаков Дмитрий Александрович.
Year of birth:

1992

Employment record:

from 2023 to the present time — Deputy Director of the Legal Department for Corporate Affairs at JSC "UTLC ERA"

2019–2022 — Head of the Corporate Affairs Division at JSC "UTLC ERA"

2016–2019 — Head of the Corporate Direction Division at JSC "GU ZKH".

Citizenship:

Russian Federation

Education:

Saratov State Law Academy of Law, with a degree in Law

O.E. Kutafin Moscow State Law University, with a degree in Corporate Law

  • 0 %

    share in JSC "UTLC ERA" authorized capital

  • 0 %

    share of JSC "UTLC ERA" ordinary shares

Management Board and General Director

The General Director and the Management Board serve as the executive bodies of UTLC ERA, ensuring the timely and efficient resolution of current and strategic tasks.

They report to the General Meeting of Shareholders and the Board of Directors. The General Director submits quarterly reports to the Board of Directors for the evaluation of UTLC ERA’s efficiency and performance.

General Director

The General Director, as the sole executive authority of UTLC ERA, is elected by the General Meeting of Shareholders for a term specified by the meeting. The Chairman of the Board of Directors or a designated representative signs the employment contract with the General Director on behalf of the Company.

The General Director oversees the operational management of the Company’s activities within the scope of his authority as outlined in UTLC ERA’s Articles of Association.


Alexey Grom was elected General Director until April 1, 2024.

The authorities of the General Director:

  • representing the interests of UTLC ERA;
  • making transactions on behalf of the Company that do not require the approval of the Management Board, the Board of Directors or the General Meeting of Shareholders;
  • signing financial documents;
  • approval of staff payrolls, entering into labor contracts with employees, and applying rewards or penalties;
  • approval of internal documents regulating the Company’s current activities, except those requiring approval by the Management Board, Board of Directors, and General Meeting of Shareholders as specified in the Articles of Association;
  • issuing binding orders and instructions;
  • organizing the work of the Management Board;
  • fulfilling functions as outlined in the UTLC ERA’s Articles of Association.

Alexey Grom

Гром Алексей Николаевич.
Year of birth:

1971

Employment record:

2019 to the present time — General Director of JSC "UTLC ERA", Chairman of the Management Board

from 2023 to the present time — Professor at the Department of Trade Business and Trade Regulation at MGIMO

2018–2019 — President of JSC "UTLC ERA", Chairman of the Management Board

2016–2020 — President of JSC "UTLC", Chairman of the Management Board

2014–2015 — First Deputy General Director of LLC "PO UTLC"

Citizenship:

Russian Federation

Education:

Moscow State University of Railway Transport (MIIT), with a degree in Organization of Transportation and Management in Railway Transport, majoring in Engineering in Organization and Management

Attained a "Master of Business Administration" (MBA) from Stockholm School of Economics

Completed the course "Labor Protection for Managers and Specialists" at "Institute for Advanced Training of Specialists" LLC

  • 0 %

    share in JSC "UTLC ERA" authorized capital

  • 0 %

    share of JSC "UTLC ERA" ordinary shares

Management Board

The collegial executive body of UTLC ERA, responsible for overseeing the Company’s day-to-day operations, actively participating in strategy development and implementation, and ensuring compliance with decisions made by the General Meeting of Shareholders and the Board of Directors.

In its activities the Management Board is guided by:

  • applicable laws;
  • the Shareholders’ Agreement;
  • the Articles of Association of UTLC ERA;
  • the Regulations on the Management Board;
  • other internal documents.

The composition of the Management Board, consisting of six members from among the employees, and its term of office are determined by the General Meeting of Shareholders, which considers candidates proposed by the General Director.

Management Board meetings are convened as necessary, but at least once a month, and are generally held in the form of joint attendance. The Management Board’s activities are based on an approved plan.

Key results for 2023

  • 27 board meetings

    in 2023

    22 were held in-person and five in absentia

  • 126 issues

    board meetings reviewed

Countering corruption

UTLC ERA unequivocally rejects corruption in any form. This commitment extends both to the Company’s employees and its contractors.

The cornerstone of UTLC ERA’s anti-corruption efforts is the Anti-Corruption Policy.

Anti-Corruption Policy principles

  • Compliance with the legislation of the Russian Federation and internationally accepted norms
  • Zero tolerance for corruption
  • Regular assessment of corruption risks
  • Continuous awareness and training
  • Ongoing monitoring of anti-corruption procedure effectiveness
  • Implementation of appropriate anti-corruption procedures
  • Non-retaliatory sanctions
  • Due diligence in activities and decision-making
  • Inevitability of punishment for corruption
  • Employee engagement
  • Personal leadership example
  • Company managers and employees are obliged to align their work practices with the principles and objectives outlined in the Anti-Corruption Policy. In cases of suspected corrupt conduct, it is everyone’s obligation to report those to the Anti-Corruption Hotline.

Objectives of the Anti-Corruption Policy

  • Preventing corruption offenses
  • Ensuring compliance of the Company’s activities with the legislation of the Russian Federation and anti-corruption directives adopted by the Company’s shareholders
  • Cultivating a unified understanding of the Company’s zero-tolerance for corruption among the Company’s managers and employees, counterparties, railway administrations, railway carriers, transportation and logistics market participants and other persons
  • Monitoring and evaluating corruption risk factors and the effectiveness of Anti-Corruption Policy measures

UTLC ERA has developed and applies a set of anti-corruption measures based on the legislation of the Russian Federation and generally accepted norms.

Counterparty due diligence

To minimize the risks associated with counterparties’ activities, the Company has developed a system of primary and periodic due diligence checks. Moreover, a tender procedure is utilized to secure the most favorable market offers.

Three key divisions of the Company are involved in the assessment and approval of counterparties: the Legal Department, the Accounting and Tax Accounting Department, and the Security Division.

These units utilize a variety of licensed software applications to gather comprehensive and unbiased information, significantly reducing risks while interacting with counterparties.

In 2023, the following number of counterparties underwent initial or periodic due diligence:

13

individual entrepreneurs

207

legal entities

8

individuals

As of the end of 2023, the Company suffered no property damage due to unlawful actions of third parties.

Safety principles

UTLC ERA is actively involved in preventing crimes and offenses on train routes and collaborates with local law enforcement agencies.

One of UTLC ERA’s top priorities include ensuring the safety of cargo transportation and establishing an information security system.

Our information security system is built on domestically developed software.

The set of measures and the developed information security system meet the standards set by the Federal Service for Technical and Export Control and the Federal Security Service.

Anti-Corruption Hotline

UTLC ERA operates an anti-corruption hotline. The Company considers all reports received and guarantees the privacy of the individual reporting corruption in accordance with applicable law.

Phone:

+7 (495) 995-95-91, ext. 131

E-mail:

anticorr@utlc.com

During the reporting year no reports were received via the hotline.

Control system

The Company sets strictest requirements for the reliability and efficiency of control systems: risk management, compliance, and information security.

UTLC ERA’s control system is formally structured and uses widely recognized international standards, addressing business processes across all levels of management within the Company.

Oversight of the system’s operations is conducted by the Board of Directors, including through the Audit Committee.

Audit Commission

UTLC ERA’s Audit Commission, a permanent elected body, operates in accordance with UTLC ERA’s Articles of Association and the Regulations on the Audit Commission. Its primary role is to oversee the preparation of accurate financial and accounting statements, as well as other information pertaining to financial and economic activities and the property status of UTLC ERA. Additionally, the Audit Commission focuses on enhancing asset management efficiency, reducing financial and operational risks, and improving the internal control system.

The Audit Commission is elected by the Annual General Meeting of Shareholders for one year until the next Annual General Meeting and comprises three members:

  • one representative of JSCo "RZD";
  • one representative of JSC "NC "KTZ";
  • one representative of Belarusian Railway.

The authorities of the Audit Commission encompass:

  • validating the accuracy of data in the Annual Report and annual financial statements;
  • analyzing the financial status of UTLC ERA;
  • organizing and conducting inspections (audits) of the financial and economic activities of UTLC ERA;
  • overseeing the safety and utilization of fixed assets and expenditure of UTLC ERA funds in alignment with the budget;
  • monitoring the creation and utilization of reserve and special funds of UTLC ERA;
  • ensuring compliance with previous directives to address violations and deficiencies identified in prior inspections;
  • undertaking other activities (measures) related to auditing the financial and economic operations of UTLC ERA.

Internal audit

In Q4 2023, UTLC ERA carried out methodological and organizational work to implement the internal audit function.

Internal audit aims to support the Company in achieving its goals by evaluating and enhancing the effectiveness of business processes, risk management processes, and corporate governance in a consistent and systematic manner.

The responsibility for organizing and managing internal audit lies with the Director of Internal Audit.

The main tasks of the Director of Internal Audit are:

  • providing recommendations to the Board of Directors and the General Director on improving the risk management system, internal control and corporate governance practices;
  • control over the completeness and timeliness of execution of instructions from the Board of Directors, the Audit Committee of the Board of Directors and the General Director.

The Director of Internal Audit reports administratively to the General Director and functionally to the Board of Directors of UTLC ERA.

UTLC ERA has devised and endorsed several internal regulatory documents to govern the internal audit function effectively:

  • Regulations on internal audit defining the goals, objectives, status, as well as the scope and content of internal audit activities;
  • Regulation on the internal auditor defining the tasks, functions and powers of the person responsible for the internal audit function;
  • Code of Ethics for Internal Auditors, which establishes uniform requirements for the behavior of internal audit staff;
  • Regulations on the procedure for internal audit, defining the procedure for organizing and conducting an effective internal audit, as well as regulating the interaction of the internal auditor with the Company’s divisions.

The Board of Directors approves the internal audit activity plan subsequent to a preliminary assessment by the Audit Committee. A risk-centric strategy is employed when planning activities and allotting internal audit resources.

Designing the internal audit model uses a process-oriented approach, whereby the primary focus of internal audit activities is put on UTLC ERA’s business processes.

External audit organization

The Company engages an external independent audit organization to perform an annual audit of financial statements in compliance with RAS and IFRS standards. The selection of the audit organization is endorsed by the General Meeting of Shareholders upon the recommendation of the Board of Directors.

The auditing organization of UTLC ERA is TSATR — Audit Services LLC (TIN 7709383532).

The Board of Directors approved the procedure for determining the candidacy of the audit organization in 2023 and determined the initial (maximum) price of the contract for the audit of the Company’s accounting (financial) statements for 2023 in the amount of RUB 8,213,647.00 excluding VA.

The Company conducted a competitive procurement procedure through a closed tender to select an auditing organization with sufficient qualifications to provide audit services under RAS and IFRS for the needs of UTLC ERA for 2023. Based on the results of procurement procedures, the Board of Directors proposed the candidacy of TSATR — Audit Services LLC for election, which was approved on June 23, 2023.

The amount of remuneration of the auditing organization of UTLC ERA is RUB 7,000,000.00 excluding VAT.

Information security

The Company has developed an Information Security Policy to establish and maintain information security within UTLC ERA.

The document aims to establish an information security architecture in UTLC ERA. The policy introduces the basic concepts of information security activities. Specialized software is used to achieve these objectives.

Throughout the year, the Company takes measures to maintain a high level of information security. All employees of the Company who use computer equipment in their work are required to adhere to the provisions outlined in the Information Security Policy.

Risk management

The risk management system of UTLC ERA is regulated by the following documents:

  • UTLC ERA Risk Management Policy

  • UTLC ERA Risk Management Regulations

  • Methodological Recommendations on Risk Management in UTLC ERA

Key tasks of risk management

Risk management is the function and responsibility of the Company’s management. The risk management function is the center of expertise

  • Development of risk culture

  • Planning and ensuring the development of the risk management system

  • Development of risk management approaches and methodological support to risk owners

  • Employee training
    in risk management

  • Overall coordination of risk management processes

  • Support to IT risk management system

  • Monitoring
    (operational control of risks)

  • Risk analysis, statistics
    and reporting

Risk management model

Risk management model

The risk management model is based on the concept of three lines of defense

Objectives Functions

1st line

Risk owners — structural subdivisions

Take on the primary role of managing the risks that come with the daily operational activities of the Company.

Identify and analyze risks inherent in daily business activities within their respective functional areas.

Communicate information / discuss risks with the management for consideration in decision-making processes.

Develop and implement activities and control procedures to minimize risks within their functional areas.

2nd line

Control subdivisions

Risk management subdivision

Identify emerging risks, implement a proactive approach, identify potential control gaps.

Risk management:

  • responsible for overseeing methodological support and coordinating risk management processes;
  • offer advisory support to the 1st line of defense in identifying, assessing risks, determining risk tolerance, and developing control procedures;
  • compile risk management reports with pertinent and comprehensive risk information.

Collaborate with other control units:

  • perform / assist the 1st line of defense in the identification and analysis of cross-functional risks in their line of business;
  • formulate and enact measures and control procedures to mitigate cross-functional risks in their line of business.

3rd line

Internal audit

Provide objective and independent audit assurance, evaluate the effectiveness of 1st and 2nd line services

Perform an independent assessment of the risk management system.

Assist in developing and overseeing the implementation of procedures and measures to enhance the risk management system.

Collaborate with providers of risk management consulting services to coordinate activities.

Risk management process

  • The sharing of information and communications are essential for ensuring that the Company is well-informed about risks and available options for addressing them.
  • Monitoring is an ongoing process that spans all phases of risk management, encompassing the analysis of the implementation status of risk management measures and the examination of changes for prompt integration into the risk management process.
  • Risk management planning includes establishing the purpose and scope of the risk management process, considering both internal and external contexts, and creating an actionable plan for implementation.
  • Risk identification and analysis are processes that involve identifying, defining, describing, and classifying risks that may impact the Company’s objectives. This includes analyzing the causes and potential consequences of these risks.
  • Risk assessment is conducted to evaluate the impact of risks on the Company’s objectives.
  • Responding to risks involves identifying and implementing the most effective risk management measures to minimize the chances of occurrence or mitigate potential harm.
  • Documenting the results of the risk management steps helps to enhance awareness and foster a sense of responsibility for risk management.

2023 results

In 2023, UTLC ERA identified 52 risks, out of which 10 were classified as key risks, indicating that they were both highly probable and material.

10 key risks

  • Risk of a declining political stability in the countries where the Company/its partners operate and in those along the route
  • Risk of decreased/stagnant traffic volume in the corridor via Kazakhstan
  • Risk of changes in the terms and conditions of transit rail transportation services in UTLC ERA member countries
  • Risk of border crossing point closures / partial restrictions at the European Union border
  • Risk of creating a negative public perception of the Company
  • Risk of decreasing/stagnant volumes in export and import transportation
  • Risk of significant constraints on the railway infrastructure within the 1,520 mm gauge area
  • Risk of increasing imbalance in containerized cargo flows
  • Exposure to foreign exchange risk
  • Risk of non-application of special tariff terms

To mitigate risks and minimize potential consequences, the Company has devised and put into effect the UTLC ERA Risk Impact Action Plan for 2023.

In 2023 the Company initiated the automation of key processes in the risk management system. UTLC ERA acquired the 1C:RiskPro software and is currently customizing it to meet the specific needs of UTLC ERA.

In 2023, four of the 52 identified risks were realized, including three key risks:

  • Risk of decreased/stagnant traffic volume in the corridor through Kazakhstan (key risk)
  • Currency risk (key risk)
  • Risk of increasing imbalance in containerized cargo flows
  • Interest rate risk

Compliance with legislation regarding shareholder rights

UTLC ERA is not a public company, and the Company has no obligation to follow the principles specified in the Corporate Governance Code recommended by the Bank of Russia. However, the Shareholders’ Agreement, Articles of Association and other internal documents of the Company provide for effective corporate governance mechanisms based, inter alia, on the recommendations of the Corporate Governance Code, in particular:

  • the Company ensures equal and fair treatment of all shareholders in exercising their right to participate in the management of the Company;
  • the shareholders are provided with an equal and fair opportunity to participate in the profits of UTLC ERA through the receipt of dividends;
  • the Board of Directors oversees strategic management, controls the activities of the Company’s executive bodies, and fulfills other essential functions;
  • the Board of Directors is a proficient and professional management body capable of making unbiased and independent judgments as well as making decisions that align with the best interests of the Company and its shareholders;
  • members of the Board of Directors act in good faith and with due diligence in the interests of UTLC ERA and shareholders, based on sufficient information, with due care and diligence;
  • meetings of the Board of Directors, their preparation, and the participation of members of the Board of Directors ensure its effective operation;
  • the Company’s Board of Directors has established three committees to preliminarily review the most critical and complex issues related to the Company’s operations;
  • the remuneration paid by the Company is adequate to attract, motivate, and retain individuals with the necessary skills and qualifications;
  • remuneration is provided to the members of the Board of Directors, members of committees of the Board of Directors, executive bodies, and other Company employees in accordance with the Company’s remuneration regulations;
  • the Company supplies information and documents requested by shareholders in a manner that is equally accessible and non-burdensome.

List of transactions

Major transactions

In 2023, UTLC ERA did not enter into any major transactions.

Related-party transactions

In 2023, UTLC ERA did not enter into any related-party transactions.

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Appendices