CORPORATE ETHICS CODE of JSC TransContainer

Transcription

1 Annex 4 APPROVED by resolution of the Board of Directors of JSC TransContainer (Minutes No. 41) dated May 18, 2009 Chairman of the Board of Directors D.K. Novikov CORPORATE ETHICS CODE of JSC TransContainer

2 Dear shareholders, colleagues and partners! This Corporate Ethics Code of JSC TransContainer is a practical guidance for all employees of the Company regardless of their position that sets forth corporate ethics standards and principles accepted in the Company. This Code is intended to be a guide for all employees of the Company when making decisions with regard to issues of ethical nature, resolving the conflict of interests and determining standards of relations with clients and partners. This Code determines what way of conduct complies with the norms of corporate ethics and is encouraged by Company, and what way is unacceptable for any of the Company's employees. Approving this Code we look toward improvement of the mechanism of ethical principles compliance and monitoring of the Code observance. Our goal is to ensure that all employees of the Company accept ethical norms and principles and understand the importance of their unconditional observance. We feel certain that adherence to high ethical standards will become an integral part of JSC TransContainer's team work style. Chairman of the Board of Directors D.K. Novikov Director General P.V. Baskakov 2

3 Introduction. The Corporate Ethics Code of Open Joint Stock Company Centre for the Transport of Goods in Containers (TransContainer) (hereafter referred to as "the Company") sets forth values and ethical principles governing the Company and its employees in their relations with clients, suppliers, partners, competitors, governmental authorities, social action organizations and general public (hereafter referred to as "the interested parties"). The goal of this Code is to determine and communicate to all employees and other interested parties of the Company ethical standards of conduct of the Company's employees in their relations with the interested parties. 1. Values of the Company. The key values of the Company are: - confidence of clients and partners; - respect for human individuality and human rights; - professional qualification of employees of the Company. 2. Principles of relations of the Company with the interested parties. The Company considers the following as the interested parties: - shareholders; - investors; - employees; - clients and partners; - competitors; - governmental authorities; - society Relations with shareholders and investors of the Company. In its relations with shareholders and investors the Company is governed by the following ethical principles: - respect for rights and legitimate interests of shareholders and investors; - confidence between shareholders and the Company in matters related to management of the Company; - equal attitude to all shareholders of the Company, including minority shareholders of the Company; - efficient use of the Company's assets aimed at increasing the value of securities and investment attractiveness of the Company; - disclosure of full and reliable information about the Company in a timely manner, including information about its financial standing, economic indicators, property and management structure to ensure the possibility of making informed decisions by shareholders and investors of the Company Relations with employees In its relations with employees the Company is governed by the following ethical principles: - Provision of social guarantees to employees of the Company. The Company ensures favourable and safe working conditions for employees and provides social security and medical support under the collective agreement and social schemes implemented by the Company. - Creating conditions for professional development of employees of the Company. 3

4 The Company promotes professional development of its employees and provides equal opportunities for education and additional vocational training as well as professional and career growth. - Inadmissibility of discrimination The Company ensures equal rights and opportunities to all employees regardless of their job position, ethnic origin, sex, age, religious commitments and values. - Importance of each employee's contribution to successful development of the Company. The Company considers each employee's contribution as part of the overall performance result of the Company. Successful development of the Company depends directly on efficient performance of his/her duties by each employee of the Company. - Creation of the atmosphere of transparency and team spirit. The Company ensures favourable working conditions for its employees aimed at team building and creation of favourable job climate. - Encouragement of healthy life-style The Company created necessary conditions for athletics and encourages healthy life-style of employees of the Company Relations with clients and partners. In our relations with clients and partners, we, the employees of the Company, are governed by the following ethical principles: - Honesty and fair practices in business relations. We believe that honesty and fair practices in business relations with clients and partners are the fundamental principles of long-term relations. Adhering to this principle we confirm the positive reputation of the Company and create favourable atmosphere for development of relations with our clients and partners, thus offering solid and mutually beneficial conditions for cooperation. - Responsibility for quality of services provided We, the employees of the Company, understand our personal responsibility for the quality of services provided and strive to offer high level of services and individual approach to each client of the Company. - Compliance with contractual obligations We, the employees of the Company, before undertaking any obligations estimate our personal possibilities and possibilities of the Company that are required for fulfillment of such obligations. If the obligations have been undertakes we consider it to be our duty to perform them in full at the stated time. - Respect for interests of clients and partners of the Company. We respect the interests of clients and partners of the Company and look toward constructive cooperation. We strive to offer tolerance, tact and delicacy in our relations with clients and partners Relations with competitors The Company respects its competitors and performs its activity in compliance with the principles of honest and fair competition. We are open for the dialogue with our competitors. In case of differences and disputes in competitive activity the Company always strives to find a solution acceptable for both parties. All disputes with regard to which no agreement can be reached are resolved in the manner stipulated by law Relations with governmental authorities. The Company strives to create and maintain constructive relations with governmental authorities in accordance with law. 4

5 The Company complies with the requirements of laws of the Russian Federation and regulations of international law that are directly relevant to the activity the Company. The Company shall pay taxes in a timely manner. The Company excludes the possibility of illegal influence on governmental authorities making decisions to the benefit of the Company. The Company does not participate in political movements or organizations. The Company discloses information about its activity in accordance with the laws of the Russian Federation, rules of stock exchanges, Articles of Association and other internal documents of the Company Relations with society The Company strictly adheres to the principles of social responsibility which include creation of new workplaces, sponsorship and charitable assistance, implementation of educational schemes, etc. The Company actively provides charitable assistance. Priorities in charitable assistance provision are the following: - support for protection of motherhood, childhood, support for the higher status and role of the family in society; - social support and protection for lower-income individuals, social integration of the disabled and other people who require support; - support for activities in the areas of physical culture and mass sport; - support for activities in the areas of education, science, culture, the arts, instruction, and personal intellectual development; - support for sectoral charity programs of nationwide significance. 3. Conflict of interests. Conflict of interests means the situation when personal interests of an employee of the Company or interests of the interested parties contradict the interests of the Company. The following situations may result in conflict of interests between the Company and employees of the Company: - Taking job positions in other entities. We, the employees of the Company, understand that taking job positions in other entities, in particular competitors, clients, partners, consultants, investors of the Company, may result in conflict of interests and have a negative impact on the Company. - Jobbery. When performing their employment duties, employees of the Company must not pursue their personal interests and obtain benefits in abuse of their official position or use the Company's property to their own advantage. - Acceptance of valuable gifts, services, work or other remuneration aimed at influencing decision making by an employee of the Company to the benefit of the giver. We consider it inappropriate to accept gifts, services, works or other remuneration from competitors, clients, partners, consultants, investors and other representatives of corporate entities and/or individuals aimed at influencing our opinion to make a decision to the benefit of third parties contradicting the interests of the Company. - Holding title and other rights. We, the employees of the Company, undertake to notify Director General of the Company within 5 days from purchase of securities: - of holding securities of the Company and its subsidiaries and affiliated companies as well as of sale and/or purchase of the said securities; 5

6 - of holding securities of any company that is a competitor, client, partner, consultant, investor of the Company. - Work of family members of the Company employees at entities that are competitors, clients, partners, consultants, investors of the Company. We, the employees of the Company, understand that work of our family members at entities that are competitors, clients, partners, consultants, investors of the Company, may negatively affect impartiality of each of us when making decisions to the benefit of the Company. - Personal relations of employees of the Company with employees/representatives of entities that are competitors, clients, partners, consultants, investors of the Company. We, the employees of the Company, understand that between us and employees/representatives of entities that are competitors, clients, partners, consultants, investors of the Company personal relations may exist or arise. Such relations may compromise independence and impartiality of employees of the Company when making decisions to the benefit of the Company. Upon occurrence of any of the events described in this section, we, the employees of the Company, undertake to notify Director General of the Company within three days from such occurrence and refrain from making any decisions if such decision may be subject to the conflict of interests. 4. Observance of the Corporate Ethics Code. We, the employees of the Company: - undertake to adhere to values and ethical principles set forth in this Code for the whole period of our employment at the Company; - undertake to avoid situations that may result in conflict of interests. We understand that observance of values and ethical principles of the Company promotes establishment of favourable relations among us, the Company and all interested parties. 5. Procedure of identifying and considering violations of the Corporate Ethics Code. An employee of the Company who has become a witness of a possible or actual violation of this Code must notify Director General of the Company to that effect. Director General considers the situation and determines whether it is necessary to consider at at the meeting of the Board of Directors the Company. If the situation does not involve any financial damage and does not affect the well-being of the Company and employees of the Company, Director General takes measures to settle the conflict of interests together with employees of the Department of Human Resources and Social Issues and, if necessary, a representative of the trade union committee of the Company. In all other cases Director General communicates information about violation of this Ethics Code to the members of the Board of Directors of the Company. The Board of Directors of the Company makes a decision with regard to the fact of violation of the Code and mechanism for prevention of similar violations. 6. Final Provisions. This Code is available for all interested parties at the Company's web-site. 6