Results of Annual General Meeting of members
Global Ports Investments PLC (“Global Ports” or the “Company”, together with its subsidiaries and joint ventures, the “Group” or the “Global Ports Group”; LSE ticker: GLPR) today announces that the Company held its Annual General Meeting of shareholders (AGM) under the chairmanship of Mr Nicholas Charles Terry, Non-Executive Director.
The AGM was held at KIBC, Office 201, Profiti Ilia Str, 4, Germasogeia, CY-4046, Limassol, Cyprus on 14 May 2018 at 10-00 am (Cyprus time), and had a quorum with 422,713,415 ordinary shares of the Company, which constitutes 100% of the issued share capital of the Company entitled to participate in this meeting and vote on the matters of the agenda.
The AGM adopted the following resolutions:
- To receive and consider and, if thought fit, adopt the statutory audited parent company and consolidated financial statements of the Company for the financial year ended 31 December 2017, together with the management reports and independent auditor`s reports.
- To re-appoint PricewaterhouseCoopers Limited as auditors of the Company, to hold office until the conclusion of the next annual general meeting at which the accounts will be laid before the Company and to authorise the Board of Directors to determine the remuneration of the auditors.
- To fix the number of directors to be 15.
- To re-elect Mrs. Britta Dalunde as a director of the Company for a period of one year with no changes in the level of her remuneration for the fulfillment of the Company’s director’s duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019.
- To re-elect Mrs. Inna Kuznetsova as a director of the Company for a period of one year with no changes in the level of her remuneration for the fulfillment of the Company’s director’s duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019.
- To re-elect Mr. Lampros Papadopoulos as a director of the Company for a period of one year with no changes in the level of his remuneration for the fulfillment of the Company’s director’s duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019.
- To re-elect Mr. Alexander Iodchin as a director of the Company for a period of one year with no changes in the level of his remuneration for the fulfillment of the Company’s director’s duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019.
- To re-elect Mrs. Laura Michael as a director of the Company for a period of one year with no changes in the level of her remuneration for the fulfillment of the Company’s director’s duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019.
- To re-elect Mr. Soren Jakobsen as a director of the Company for a period of one year with no changes in the level of his remuneration for the fulfillment of the Company’s director’s duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019.
- To re-elect Mr. Morten Engelstoft as a director of the Company for a period of one year with no changes in the level of his remuneration for the fulfillment of the Company’s director’s duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019.
- To re-elect Mr. Nicholas Charles Terry as a director of the Company for a period of one year with no changes in the level of his remuneration for the fulfillment of the Company’s director’s duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019.
- To re-elect Mrs. Iana Boyd as a director of the Company for a period of one year with no changes in the level of her remuneration for the fulfillment of the Company’s director’s duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019.
- To re-elect Mr. Michalakis Christofides as a director of the Company for a period of one year with no changes in the level of his remuneration for the fulfillment of the Company’s director’s duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019.
- To approve the resignation of Capt. Bryan Smith as a director of the Company with immediate effect and to terminate his authorities as a director of the Company with immediate effect.
- To approve the resignation of Mr. Vadim Kryukov as a director of the Company with immediate effect and to terminate his authorities as a director of the Company with immediate effect.
- To elect Mr. Sergey N. Shishkarev as a director of the Company for a period of one year with no remuneration; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019.
- To elect Mr. Anton G. Chertkov as a director of the Company for a period of one year with no remuneration; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019.
- To elect Mr. Stavros Pavlou as a director of the Company for a period of one year; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019; to fix the annual gross remuneration of Stavros Pavlou for the fulfillment of the Company’s director’s duties at EUR24.000 p.a.
- To elect Mr. George Yiallourides as a director of the Company for a period of one year; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019; to fix the annual gross remuneration of George Yiallourides for the fulfillment of the Company’s director’s duties at EUR24.000 p.a.
- To elect Mr. Demos Katsis as a director of the Company for a period of one year with no remuneration; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2019.
The new Board of Directors (“the Board”) held its first meeting today and among other resolutions, the Board also passed the following:
- To elect Mr. Morten Engelstoft as the Chairman of the Board of Directors of the Company responsible for the duties delegated to him in the Terms of Reference of the Board of Directors subject to his consent and confirmation.
- To elect Mr. Anton G. Chertkov, Mr. Morten Engelstoft, Mr. Soren Jakobsen, Mrs. Inna Kuznetsova and Mr. Stavros Pavlou as the members of the Nomination Committee responsible for duties delegated to them in the Terms of Reference of the Board of Directors and the Nomination Committee subject to their consent and confirmation.
- To elect Mrs. Inna Kuznetsova as the Chairwoman of the Nomination Committee responsible for duties delegated to her in the Terms of Reference of the Board of Directors and the Nomination Committee subject to her consent and confirmation.
- To elect Mr. Anton G. Chertkov, Mr. Morten Engelstoft, Mr. Soren Jakobsen, Mrs. Inna Kuznetsova and Mr. Stavros Pavlou as the members of the Remuneration Committee responsible for duties delegated to them in the Terms of Reference of the Board of Directors and the Remuneration Committee subject to their consent and confirmation.
- To elect Mrs. Inna Kuznetsova as the Chairwoman of the Remuneration Committee responsible for duties delegated to her in the Terms of Reference of the Board of Directors and the Remuneration Committee subject to her consent and confirmation.
- To elect Mrs. Britta Dalunde, Mr. Soren Jacobsen, Mrs. Inna Kuznetsova, Mr. Lambros Papadopoulos and Mr. George Yiallourides as the members of the Audit and Risk Committee responsible for duties delegated to them in the Terms of Reference of the Board of Directors and the Audit and Risk Committee subject to their consent and confirmation.
- To elect Mrs. Britta Dalunde as the Chairwoman of the Audit and Risk Committee responsible for duties delegated to her in the Terms of Reference of the Board of Directors and the Audit and Risk Committee subject to her consent and confirmation.
Annex to the Announcement: Brief biographies of the new members of the Board of Directors below (in alphabetical order). Biographies of re-elected directors can be found at www.globalports.com.
Mr. Anton Chertkov
Anton Chertkov joined the Delo Group in 2014 as a counsel to the Shareholder of the Delo and has also served as the General Counsel of Delo Group since 2015. In his role at Delo he oversees the Group’s legal function and corporate governance and provides legal support for all strategic and business activities of the Group.
Mr. Chertkov has extensive capital markets experience across a range of industry sectors and has held a number of board positions over the course of his career. He served as the General Counsel and the Secretary of the Board of Freight One fr om 2012 to 2014, where he oversaw corporate governance matters and managed subsidiary companies in Ukraine and Finland as well as the execution of company restructuring and major refinancing deals. Prior to that, Mr. Chertkov was Vice-President, Legal & Corporate, at Russian Platinum Group, where he prepared for its IPO on the London Stock Exchange. He also played key management roles at Basic Element fr om 2008 to 2011, including EN+ Group, where he helped prepare SMR for listing on the HKSE, following his role as Head of Legal, Strategic Projects at Uralkali from 2006 to 2007 wh ere he advised on the USD 1 billion IPO on the LSE. In 2001-2006 he worked in Coca-Cola HBC Eurasia, wh ere he held a position of Country Legal Counsel from 2003. Mr. Chertkov started his career in Ernst & Young Moscow in 1999. Mr. Chertkov graduated from the Moscow State University, Law Faculty.
Mr. Demos Katsis
Mr. Katsis is the founder, partner and managing director of Katsis LLC law firm which is based in Cyprus with offices in Limassol and Nicosia and associated offices worldwide. As managing director of the firm, Mr. Katsis leverages his broad legal experience in trusts, tax, corporate litigation, corporate finance, commercial law and advanced mitigation.
Prior to founding Katsis LLC in 2010, Mr. Katsis worked at the George Georgiou LLC firm between 1999 and 2003 and other international law firms from 2003 to 2009. He served as a Partner at an International Law Firm between 2009 and 2010, having established and managed the firm’s new affiliate office in Athens between 2006 and 2009.
He graduated with honors from the University of Bristol with a Bachelor of Laws and a Master of Laws. Additionally, he was awarded a full E.U. scholarship to pursue a Masters’ degree in Human Rights & Democratization at the University of Malta.
Mr. Katsis is an active author of various articles in relation to corporate and commercial issues and he holds the position of Professor at Pericles Able Project in Moscow.
Mr. Stavros Pavlou
Mr. Pavlou is the Senior and Managing Partner of the law firm Patrikios Pavlou & Associates LLC. Having joined the firm as an advocate in 1986, Mr. Pavlou went on to serve as a Partner between 1989 and 1992, and as the Managing Partner between 1993 and 2002. Mr. Pavlou’s practice areas include commercial litigation, arbitration, corporate law and M&A, trusts & asset protection, banking & finance, international tax planning and commercial law.
Mr. Pavlou was appointed as a Fellow at the Chartered Institute of Arbitrators in 2017, having become a member in 2014. He became a Trust and Estate Practitioner in 2011 and was admitted to the Cyprus Bar in 1986. Mr. Pavlou holds a BSc in Economics of Industry and Trade from LSE, as well as a Postgraduate Diploma in Law from City University London and is a member of the Honourable Society of Gray’s Inn. Additionally, he has composed or co-authored 15 academic legal publications and has often lectured on matters of corporate governance and Directors Duties and Liabilities.
Mr. Sergey Shishkarev
Sergey Shishkarev founded the Delo Group in 1993 and remained at the helm of the company until 1999. Mr. Shishkarev was then elected in three convocations of the State Duma of Russia holding various executive positions including Head of the Committee on Transport until 2012 before returning to corporate life in 2014 as the President of Delo Group. Mr. Shishkarev also currently serves as an Independent Director on the board of GLONASS and is a head of the Business council attached to the Russian State Commission on Arctic Development. Since 2013, Mr. Shishkarev has been First Deputy Chairman of the Marine Board attached to the Government of the Russian Federation.
Mr. Shishkarev graduated from the Military Red Banner Institute of the Ministry of Defense with honours in 1992. He graduated from the Russian Academy of Public Administration cum laude in 2003, with a degree in State and Municipal Management specialising in Finance, Taxation and Credit. In 2010 he was awarded a higher postdoctoral research degree in law and became a Doctor of Law. Mr. Shishkarev actively supports social projects focused on the development of sports.
Mr. George Yiallourides
George Yiallourides is the Managing Director at a firm of Chartered Accountants, Yiallourides & Partners LTD based in Limassol, Cyprus. He has worked as an auditor both in U.K. and in Cyprus for companies such as Hereward Philips (now Smith&Williamson), Coopers & Lybrand (now PWC) and Horwath before setting up his own practice in 1999, which focuses on audit and international taxation for clients from Central Europe, Eastern Europe, UK and US.
He received his undergraduate degree in Accounting and Financial Management with honours at the University of Essex, UK and qualified as a Chartered Accountant of the Institute of England and Wales (ICAEW) in London, UK. He is currently a member of the Institute of Chartered Accountants of England and Wales (ICAEW) and the Institute of Certified Public Accountants of Cyprus (ICPAC).