The Board of Directors (the “Board”) of Globaltrans is accountable to the Company’s shareholders for standards of Governance across the Group’s activities.
The Board’s responsibilities include:
Membership of the Board of Directors
The process for Board appointments is led by the Nomination Committee, and members of the Board of Directors are elected at the General Meeting. Board members are nominated based on their extensive industry knowledge, expertise and experience in areas such as accounting, finance, business management and strategic planning.
In selecting candidates for the Board, the Group seeks to create an effective and complementary Board whose capability is appropriate for the scale, complexity and strategic positioning of the business. Non-executive Directors are drawn from a wide range of industries and backgrounds, including infrastructure, transport and financial services, and have appropriate experience of complex organisations with a global reach. Some have considerable experience of the freight rail industry. In addition, the Group selects Independent Directors with a view to ensuring that the views of minority shareholders are represented, there is appropriate challenge to management and the interests of all stakeholders are taken into account.
Globaltrans separates the positions of Chairman and CEO to ensure an appropriate segregation of roles and a clear division of responsibilities. Mr Sergey Maltsev, the Chairman and an Executive Director, oversees the leadership of the Board, ensuring its effectiveness and setting its agenda. Mr Valery Shpakov, the CEO, is responsible for overseeing the day-to-day management of the Group and for implementing the strategy laid down by the Board.
Alongside Mr Maltsev, there are other 14 members of the Board, including four Independent Directors:
Sergey Maltsev was elected as Chairman of the Board of Directors of Globaltrans in April 2018. He has been serving as Chief Strategy Officer of the Group from August 2017.
Mr Maltsev has worked in the rail sector for more than 30 years and was instrumental in the development of the private freight rail market in Russia. Mr Maltsev was one of the founding members of the non-profit partnership "Council of Railway Operators” and held the position of Chairman.
Having co-founded Globaltrans, he served as the Company's CEO and member of the Board for over a decade before stepping down in 2015. Subsequently, he worked as the Senior Vice President for strategy and corporate governance at State owned railway company.
OAO Russian Railways ("RZD") and remains a board member of several RZD subsidiaries.
Michael Zampelas joined the Board in March 2008. He is Senior Independent Non-executive Director, Chairman of Nomination Committee and a member of the Remuneration committee.
From 2013 to 2018 Mr Michael Zampelas served as Chairman of the Board of Globaltrans.
Mr Zampelas has more than 30 years of management experience. He was the founding member, chairman and managing partner of accountancy firm Coopers & Lybrand in Cyprus (which later became PricewaterhouseCoopers). Since March 2008, he has been a vice chairman of the board of Eurobank Cyprus Limited and is now a member of its Audit and Remuneration Committee. From 2002 to 2006, Mr Zampelas was the elected mayor of Nicosia, and he is currently the honorary Consul General of Estonia in Cyprus, a role he has held since 1997.
Mr Zampelas is a chartered accountant and a fellow of the Institute of Chartered Accountants in England and Wales; a member of the board of Arricano Real Estate Ltd, a company operating in Ukraine and quoted on the London Stock Exchange, and a member of its Audit and Remuneration Committees; and the president of the Christou Steliou Ioannou Foundation, a charitable foundation for children with learning difficulties.
Dr Johann Franz Durrer was appointed to the Board as Independent Non-executive director in March 2008. He is Chairman of the Remuneration committee.
Dr Durrer’s career began in 1957 with the Union Bank of Switzerland. In 1970, he founded Fidura Treuhand AG, which provides book-keeping, auditing and financial services. He is a board member of the transport company IMT-Dienst AG and also an executive board member of several privately held companies.
Dr Durrer graduated from the University of Zurich with a doctorate in Economics and is a member of the Swiss Fiduciary Association.
John Carroll Colley was appointed to the Board as an Independent Non-executive Director in April 2013. He is Chairman of the Audit Committee and has extensive experience in international trade and risk management in both the public and private sectors.
Mr Colley is currently the principal of Highgate Consulting LLC, a global advisory consulting company. From 2007 to 2010, Mr Colley, a fluent Russian speaker, was the country manager for Russia at Noble Resources SA. Prior to that, he held a variety of positions in the public sector, including at the office of the US Trade Representative and the US Department of Commerce in Washington, DC. He also worked for Linkful Ltd and Noble Resources SA in Moscow from 1992 to 1999.
Mr Colley holds an MA in History and a BA in International Affairs and Russian Studies from the University of Virginia.
George Papaioannou joined the Board as an ndependent Non-executive director in April 2013. He also serves on the Audit Committee.
Mr Papaioannou has more than 20 years’ experience in financial reporting, risk management, auditing, financial performance analysis and taxation. In 2004, he founded G. Papaioannou Auditors Ltd, which provides accounting, audit, tax and consulting services. He worked from 2002 to 2004 at Grant Thornton in Cyprus, and before that for PricewaterhouseCoopers.
Mr Papaioannou holds a degree in Accounting and Financial Management from the University of Essex. He is a qualified chartered accountant and a fellow of the Institute of Chartered Accountants in England and Wales.
Alexander Eliseev joined the Board in March 2008 and serves as a member of the Board of the Company.
Mr Eliseev co-founded Globaltrans and has been actively involved in reforming the Russian rail market by introducing market-based principles. He has spent more than 17 years in senior management positions, mostly in the rail sector. He is also the member of the Board of the New Forwarding Company, GTI Management, AS Spacecom, Ural Wagonrepair Company and BaltTransServis, all Globaltrans subsidiaries.
Mr Eliseev is a graduate of the Russian State Medical University, where he studied biophysics.
Andrey Gomon served as a member of the Board of the Company from 2013 to 2016 and re-joined the Board in April 2017. He has more than 13 years of management experience in the railway industry.
From 2006 to 2012 he was the CEO of Transoil, successfully managing the operations of one of the largest oil transportation companies in Russia. Prior to that, he was CFO of Transoil from 2003 to 2006. He is also a member of the Board of New Forwarding Company and BaltTransServis, all Globaltrans subsidiaries.
Mr Gomon graduated from St Petersburg State University with a degree in Economics in 1999 and obtained an MBA from INSEAD in 2002.
Elia Nicolaou joined the Board in March 2008 and serves as a Non-executive Director. She is the Company Secretary and a member of the Audit Committee.
Ms Nicolaou has extensive experience in commercial, corporate and funds law. She is currently the Managing Director of Amicorp (Cyprus) Ltd. Previously, she was head of the Corporate Legal department at Polakis Sarris LLC and also worked at C. Patsalides LLC. Ms Nicolaou participates in various associations of the Cyprus Chamber of Commerce and also sits on the boards of other listed and private companies.
Ms Nicolaou received an LLB in Law from the University of Nottingham and then an LLM in Commercial and Corporate Law from University College London. She also has an advanced diploma in Business Administration from the Cyprus International Institute of Management.
Melina Pyrgou was appointed to the Board as a Non-executive Director in April 2013. She is a barrister and the Managing Director of Pyrgou Vakis Law Firm, a Cyprus-based corporate and commercial law practice serving Cypriot and international clients.
Ms Pyrgou has more than 25 years of experience in corporate law and is also a registered insolvency practitioner. Prior to Pyrgou Vakis Law firm, she was Director of Legal Services with PricewaterhouseCoopers in Cyprus.
Ms Pyrgou served as the Chairman of EuropeFides Association, a European network of accounting, audit, tax and legal firms, in 2015-16. She is also a member of various local business associations. Ms Pyrgou was appointed a member of the Cyprus Investments Promotion Agency (CIPA) in November 2016 for a three-year term. In December 2016, she was also appointed a member of the Disciplinary Committee of the Institute of Certified Public Accountants of Cyprus (ICPAC) for a three-year term.
Ms Pyrgou won a scholarship to study for a diploma in Environmental Law from the University of Geneva, and has a degree in Law and Sociology from the University of Keele. She was called to the bar in Cyprus in 1992 and in London (Grays Inn) in 1995.
Konstantin Shirokov was appointed to the Board as an Executive Director in March 2008. He is the head of Globaltrans’s Internal Audit function.
Mr Shirokov has over 12 years’ management experience in several major companies. Prior to joining Globaltrans, he worked in senior finance roles at Mechel and as an economist at Glencore International. He is also a non-executive member of the Board of Directors of Global Ports Investments PLC and sits on its Audit and Risk Committee.
Mr Shirokov graduated from the Finance Academy under the Russian government. He also studied business management at Oxford Brookes University.
Alexander Storozhev joined the Board as an Executive Director in April 2013. He has worked in Globaltrans since its establishment and has held various senior railway management roles for over 20 years.
Mr Storozhev is also a Chairman of the board of directors of AS Spacecom and AS Spacecom Trans and a member of the boards of GTI Management, New Forwarding Company, BaltTransServis and Ural Wagonrepair Company, all Globaltrans subsidiaries. Since February 2015, he has been director of Investments and Business Development at New Forwarding Company.
Mr Storozhev graduated from the Kiev Military Academy of Aviation and Engineering in 1990 with a degree in Engineering. He also has a diploma from the Mirbis Business School in Moscow and a master’s degree in Business Administration and Finance.
Alexander Tarasov joined the Board in April 2013. He served as a deputy director general in Sevtekhnotrans (a Globaltrans subsidiary that was merged with Ferrotrans into GTI Management) until January 2014. He has held several management positions in various sectors in established Russian companies and is highly experienced in financial management and analysis.
Mr Tarasov graduated from the Bauman Moscow State Technical University with a degree in Engineering. He also has a degree in Economics from the Moscow State University of Commerce.
Michael Thomaides was appointed to the Board as a Non-executive Director in April 2014.
Mr Thomaides previously served as a director at Globaltrans Investment PLC from 2004 to 2008 and on the Board of Directors of Global Ports Investments PLC, Russia’s leading container port operator. He has also been a director at Leverret Holding Ltd (Cyprus) since 2007.
Mr Thomaides graduated from London Southbank University with a BSc in Consumer Product Management. He is a member of the Cyprus Chamber of Commerce.
Marios Tofaros was appointed to the Board as a Non-executive Director in April 2013.
Mr Tofaros is also a director of the Client Accounting department at Amicorp (Cyprus) Ltd. He was a financial accountant at Depfa Investment Bank Ltd from 2004 to 2008 and a financial officer at Louis Catering Ltd from 2003 to 2004. He also held various positions in the Audit department at KPMG Cyprus.
Mr Tofaros has a degree in Accounting, Finance and Economics and a master’s degree in Business Studies, both from the University of Kent. He also holds a chartered certified accountant (FCCA) diploma and is a member of the Institute of Certified Public Accountants of Cyprus.
Sergey Tolmachev was appointed to the Board as a Non-executive Director in April 2013 and as an Executive Director in October 2013. He has been the Group’s Managing Director since October 2013.
Mr Tolmachev joined N-Trans Group in 2001 and has held numerous management positions focused on corporate finance and treasury since. He also has extensive experience in financial analysis and modelling.
Mr Tolmachev graduated from Lomonosov Moscow State University with a degree in Mechanics and Applied Mathematics