Holding on
to the
essence
ANNUAL REPORT 2022
GLOBAL PORTS
INVESTMENTS PLC
1.
About
Global Ports
4
6
8
GLOBAL PORTS TODAY
KEY MILESTONES
ASSETS MAP
2.
Strategic Report
BOARD OF DIRECTORS’ STATEMENT
12
16 MANAGEMENT STATEMENT
20 GLOBAL PORTS MISSION
21
22
26
STRATEGY
BUSINESS MODEL
SUSTAINABLE DEVELOPMENT
3.
Corporate
Governance
44 CORPORATE GOVERNANCE
RISK MANAGEMENT
56
6.
70
71
74
Additional
Information
RESPONSIBILITY STATEMENT
DEFINITIONS
ADDITIONAL INFORMATION
TO “SUSTAINABLE DEVELOPMENT”
SECTION
84 GRI CONTENT INDEX
SHAREHOLDER
86
INFORMATION AND KEY
CONTACTS
Company's website
Annual Report 2022 Global Ports Investments PLC
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Undisputed
industry
leader
1. ABOUT
GLOBAL PORTS
Global Ports is No. 1 container
terminal operator in Russia.
The Group owns and operates
unique network of marine container
and multipurpose terminals
in the Baltic and Far East basins.
2.8 mln TEU1
Capacity of Global Ports marine
container terminals
3,000
Number of employees
ruAA
Rating from RA Expert
1 Management estimates based on yard
capacity of 100% consolidated terminals
as of 31.12.2022.
Annual Report 2022 Global Ports Investments PLC About Global Ports
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Global Ports today
Global Ports has proved that its business is fundamentally
stable and sustainable, despite an extremely volatile operating
environment and disruptions to local supply chains in 2022.
In 2022, the Group managed to successfully retain its team of dedicated and skilled
professionals, replace its container clients base, increase non-container cargo
throughput, and secure future growth opportunities in the Russian Far East. The Group
achieved the lowest level of leverage since 2012 with a Net Debt to Adjusted EBITDA
ratio of 1.0x and is fully prepared for its Eurobond redemption in September 2023.
The Group strengthened its positions by becoming a part of the Delo Group,
the largest Russian integrated container logistics operator.
Key strenghts
No. 1 container
terminal operator in Russia
The only player with a network of terminals
in Russia’s key marine basins
7 marine and multipurpose
terminals in Russia and Finland
Part of the Delo Group, a Russian
transportation and logistics holding,
which operates its own fleet and
manages marine container terminals,
a network of railway container terminals,
a fleet of containers and flatcars
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December
VSC placed RUB 15 billion worth
of non-convertible interest-
bearing bonds with a five-
year term and a fixed coupon
rate of 11.25% per annum.
Global Ports purchased a portion
of its Eurobonds due in 2023
on the open market as part
of a new step towards improving
the Group’s debt maturity profile
and decreasing its FX risk exposure.
As of the end of 2022,
the outstanding principal
amount of the Eurobonds
was USD 82 million from the initial
issue of USD 350 million.
Global Ports gained full control
over its Russian terminals after
concluding a cash-free
share swap agreement
with CMA Terminals S.A.S.
As a result, Global Ports
consolidated Yanino Logistics
Park and Moby Dik. The Group’s
share in the Finnish ports will
decrease from 75% to 50%.
Key Milestones
June
September
October
Global Ports acquired
Spika LLC along with the long-term
leasing rights to land plots adjacent
to the VSC container terminal
with a total area of 47 hectares.
Developing the land plots will
significantly expand the capacity
of VSC’s berths, storage
facilities, and advanced modern
railway facilities and provide
opportunities for the Group’s
long-term growth on the booming
Far Eastern container market.
November
Global Ports’ northwest terminals
have begun operating a new
regular direct container service
with China, providing customers
with more opportunities to quickly
adapt to market changes
and ensure regular deliveries.
PLP started handling new regular
container services connecting
the Big Port of St. Petersburg
with one of India’s largest
ports, Nhava Sheva. The new
route is being serviced
by MODUL, a Russian transport
and forwarding company.
It is designed to deliver Russian
export cargo, including paper,
chemical products, and lumber,
to India and countries
of the Asia-Pacific region.
Last summer, after intensifying
cooperation with shipping
lines, VSC expanded its network
of regular container services
to the ports of Asia-Pacific
countries, in particular China,
South Korea, and Vietnam.
These services provide VSC
customers with access to new
markets and an opportunity to plan
supply routes more efficiently.
This is a key advantage
for exporters and importers
that have faced difficulties
after several lines withdrew
from the Russian market.
August
Global Ports becomes
part of Delo Group.
After a deal was completed
to purchase shares from APMT,
Delo Group became the controlling
shareholder of Global Ports
with a 61.5% stake, including
52.9% of the voting and 8.6%
of the non-voting shares.
Global Ports and the Far East
and Arctic Development
Corporation (FEDC) signed
an agreement to cooperate
in a project to expand VSC’s marine
container terminal at the Vostochny
Port in the Primorsky Territory.
VSC signed a contract to purchase
four Rail-Mounted Gantry (RMG)
cranes in 2022. In addition, VSC
plans to purchase two more
RMG and three RTG cranes
by the first quarter of 2024.
Expanding the equipment
fleet will speed up container
handling, increase yard capacity,
and ensure the more efficient use
of storage areas due to a larger
number of tiers in the stack.
VSC set a new monthly record
for container operations
and handled 66,600 TEU.
The previous high of 52,000 TEU
was set in July 2021.
Global Ports held a consent
solicitation among holders
of Eurobonds due to mature in 2023
in order to amend documentation
and allow for the option
of direct coupon payments.
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Annual Report 2022 Global Ports Investments PLC Assets map
NETWORK
OF TERMINALS
in key marine gateways
Baltic Sea Basin
26%
Baltic basin share
of Russia’s marine
container traffic
8
7
5
4
1
2
6
The Baltic Sea Basin’s container terminals are close to key
transhipment hubs for Russia’s inbound and outbound
containers. Due to its economic development, access
to Russia’s most populous regions and cost effective
transportation of containers to major Russian cities Baltic
basin remains attractive for container business.
Murmansk
Saint-Petersburg
Moscow
Ekaterinburg
Novorossiysk
About Global Ports
Strategic Report
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Additional Information
Russian Ports segment: PLP, VSC, FCT, ULCT, Yanino, MD
Finnish Ports segment: MLT Kotka and MLT Helsinki
Our partners:
Terminals: Moby Dik, Finnish Ports, Yanino1
Partner: CMA Terminals S.A.S.
Share: 25% in each
Entity: ULCT
Partner: Eurogate
Share: 20%
Far East Basin
Nakhodka
3
51%
Far East share
of Russia’s marine
container traffic
The Far East Basin is the fastest route
for transporting containers from Asia
to the European part of Russia and many CIS
countries and transit to the EU. The shorter
transit time is a key advantage for customers
shipping high-value and time-sensitive cargo.
1
1
First Container
Terminal (FCT)
2
Petrolesport
(PLP)
Saint Petersburg
Containers
Saint Petersburg
Containers, Ro-Ro,
bulk cargo
0.9 mln TEU per year
0.55 mln TEU per year
88.6 ha 100%
120.7 ha 100%
3
Vostochnaya
Stevedorings
Company (VSC)
Vrangel, Nakhodka
Containers,
general cargo
0.7 mln TEU per year
124.4 ha 100%
4
UST-LUGA Container
Terminal (ULCT)
Ust-Luga port
cluster
Containers,
bulk cargo
0.44 mln TEU per year
54.0 ha 80%
5
Moby Dik (MD)
6
Yanino (YLP)
7
MLT Kotka
8
MLT Helsinki
Kronstadt,
Saint Petersburg
Ro-Ro, bulk
and general cargo
0.2 mln TEU per year
13.0 ha 75%1
Saint Petersburg
Kotka, Finland
Helsinki, Finland
Containers,
bulk cargo
0.2 mln TEU per year
51.3 ha 75%
Containers, Ro-Ro,
bulk cargo
0.15 mln TEU per year
4.3 ha 75%1
Containers, Ro-Ro,
bulk cargo
0.27 mln TEU per year
7.0 ha 75%1
1 As of the end of 2022, Global Ports gained full control over terminals Yanino Logistics Park and Moby Dik by increasing its share to
100%. Since the date of deal closing, the terminals are fully consolidated in Global Ports financial information according to IFRS.
The Group’s share in the Finnish ports decreased to 50%.
Location
Cargo handled
Container capacity
Land total
Ownership
Fully consolidated in IFRS
JV accounting1
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Additional Information
2. STRATEGIC REPORT
Resilience
in the face
of challenges
2022 has been a year of reshaping
of global logistics chains.
Global Ports has not only been
able to adapt to drastic changes
in the market but also laid the
foundation for further sustainable
growth.
+20.1%
Growth of VSC container handling –
key Global Ports asset
in the Far East basin
+13.7%
Marine Bulk Throughput adjusted for VSC
1.0x
Net Debt / Adjusted EBITDA
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Board of Directors’
Statement
In 2022, Global Ports faced unprecedented
challenges and had to significantly transform
its business. This period of change was not easy
for the Company, but we believe that the Group
was not only able to move through it confidently,
but also laid a solid foundation for further
growth. These results stemmed from the fact
that the Company entered 2022 well prepared,
with a high safety margin, a well-coordinated
and professional team, and retained the flexibility
and adaptability to a rapidly changing situation.
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Strategy
The positive results the Company
achieved in 2022 were due
to decisions taken earlier
as part of Global Ports’ long-
term development strategy.
First, the high quality of the
Group’s assets and the geographic
diversification of its business
were factors in the Group’s
success. Over the previous year,
we faced a situation where
the entire container logistics
industry in Northwest Russia was
virtually paralysed, while the
eastern direction, on the other
hand, saw a boom in demand.
Second, our proven ability to
switch quickly between different
types of cargo has been an
advantage. For many years,
during periods of a downturn in
container logistics, the Group
handled non-container cargo
at container terminals and with
container equipment. Global
Ports accumulated a wealth of
experience, which it applied swiftly
and successfully in 2022. With
container carriers leaving the
Baltic basin, the Group was able to
attract a significant non-container
cargo base, thereby keeping the
terminals busy and retaining jobs.
Third, we have long believed in
the high potential of the Far East
and are actively working in this
direction. Back in 2021, Global
Ports gave up coal handling
at Vostochnaya Stevedoring
Company. At the same time, the
Group implemented a new TOS
and terminal management IT
system at VSC. In addition, the
Group not only drafted a long-term
development plan for the terminal
but also began implementing it.
Finally, it is important to note that
Global Ports entered 2022 with a
low level of debt, thereby reducing
risks and providing itself with the
necessary financial flexibility. This
is the result of systematic work:
the Group has been reducing
debt for several years, making it
a priority of its financial policy.
Transformation of business
Last year was one of profound
transformation for Global Ports. In
September 2022, the Delo Group
and APM Terminals closed a
deal to acquire a 30.75% stake in
Global Ports. Thus, the Delo Group
consolidated a 61.50% stake in
Global Ports. From a joint venture
between two strong shareholders,
both foreign and Russian, the
Company became part of
the ‘family’ of the controlling
shareholder, the Delo Group, which
is the largest in Russia and rapidly
growing logistics operator. The
most important task now facing
the Company’s Board of Directors
is to ensure that Global Ports is
seamlessly integrated into the
decision-making system and
management of the Delo Group.
At the end of the year, Global
Ports, through a share swap
with CMA Terminals, gained
full control of the Russian
assets – Yanino Logistics
Park and the Moby Dik
terminal. This will provide
the Group with the flexibility
to seek growth opportunities
in the rapidly changing
Russian stevedoring market.
been able to maintain the quality
of corporate governance:
the Board has Audit and Risk,
Nomination and Remuneration,
and Strategy Committees that
are staffed by independent
directors. The Board thus still has
a great deal of flexibility and the
ability to take decisions quickly,
while at the same time retaining
the quality of its decisions.
childhood. Thus, we have already
started actively implementing the
best practices of the controlling
shareholder at the Company.
We believe it is extremely
important that Global Ports has
managed to keep the injury rate at
a low level in recent years. This was
difficult, given the high workload at
VSC and the complete shift in the
cargo base in Northwest Russia.
Corporate governance
Sustainability
The changes in the environment
could not help but result
in changes to the composition
and structure of Global Ports’ Board
of Directors. Following the closure
of the transaction to sell APM
Terminals’ stake in Global Ports
to the Delo Group, representatives
of the overseas company withdrew
from the Board. They were replaced
by representatives of Rosatom
as one of the shareholders
in the Delo Group. To enable
the Board to respond quickly
to the dynamically changing
external environment, we decided
to reduce its size to nine members
and include a management
representative on the Board.
Finally, due to foreign policy
developments, all the independent
directors who were on the Board
at the beginning of 2022 left
the Board. The Company found
a way to promptly select strong
candidates and welcome two new
independent members to the Board.
In a difficult environment, we have
Last year showed once again that
the team is just as important a
factor in the Company’s success
as the asset portfolio. Employees
helped Global Ports through
difficult times, but they also needed
support themselves. In 2022, the
Company launched a psychological
help line for employees, a service
that has proven to be popular
among our colleagues. The key
outcome of 2022 for Global Ports
was that the Company was able
to retain a working team of like-
minded people. The Board of
Directors will thank the Group’s
employees for helping it withstand
unprecedented challenges
and become even stronger.
We have no intention of stopping.
Several new projects have been
launched in 2023 to support the
team. Since January, all Global
Ports assets have employed a
programme initiated by the Delo
Group to increase the birth rate
and support motherhood and
Outlook
The market remains highly
volatile, but this did not prevent
the Company from setting basic
development priorities and
moving actively in this direction.
We realised long ago that the
focus on the Far East is serious
and for the long term. Global
Ports set a strong foundation for
the development of Vostochnaya
Stevedoring Company in previous
years, and in 2022 acquired a
land plot to further develop the
site. And while we will continue
to actively expand the non-
container business in the
Northwest, the Company does
not intend to lose its long-term
potential as a container player
in this region. We are seeing
a gradual return of container
logistics to the Northwest and
will actively promote this.
We will further work to thoroughly
integrate Global Ports’ assets into
the Delo Group structure, seeking
to leverage the best practices of
the controlling shareholder, while
enriching it with our own know-how.
Global Ports plans to re-domicile
from the Republic of Cyprus
to the Russian Federation in
2023 and continue to operate
as a legal entity in the Russian
Federation in accordance with
its laws. We no longer see the
benefits of being outside of the
Russian jurisdiction and believe
that an asset as important to the
country as Global Ports should be
located in Russia. We have already
implemented the preparatory
procedures for such a transition
and are preparing to turn a new
page in the Company’s history.
On behalf of the Board of Directors,
we would like to thank the whole
team for a successful year in a
very challenging environment.
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Management
statement
Despite the difficult market situation
and complete disruption of established supply
chains, our Company was able to demonstrate
strong results in the reporting year. Global
Ports went through a difficult period without
losses, retained its main asset – the team,
and entered the path of sustainable growth.
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Markets
Global Ports entered 2022
with optimistic expectations,
which began to come true at
the beginning of the year, with
excellent business momentum
in the first months. In February,
however, events began to unfold
under a different scenario: Global
Ports, along with other market
players, actually found itself in a
perfect storm. The Company had
been working for decades to build
a long-term relationship of trust
with its customers portfolio but in
a matter of months lost most of its
overseas customers. Almost all of
the major container lines operating
in Russia announced their
withdrawal. Throughout the rest
of the first and all of the second
quarter, they were winding down
their operations in the country,
and as a result, by mid-summer
the Northwest terminals had
almost lost its container traffic. The
logistics chains, which had seemed
strong and reliable, were disrupted.
Demand was shifted to the Far
East, where terminals had already
been operating at a high utilisation
rate. Local players and Russian
fleet operators who emerged
to develop the shipping domain
replaced the big customers that
had exited the market. A number
of forwarders entered the shipping
market by chartering vessels.
Operational performance
The situation forced the Company
and its entire team to react
promptly, and today we can
confidently say that we have
met the challenges that Global
Ports faced. First of all, we have
attracted a significant non-
container cargo base to support
the workload of the Northwest
terminals, partially replenishing
lost container flows. The Northwest
terminals today are busy handling
fertilisers, chemical products,
metals, coal, and other cargo.
There was a period when all
personnel at the Company’s
Northwest assets, from senior
management to operational staff,
switched to a four-day work week.
This forced measure helped the
Company reduce losses during
a difficult period and retain our
team until a new cargo base was
found for the Northwest terminals.
In contrast, our Far East asset,
Vostochnaya Stevedoring
Company, has long operated in
conditions where the workload
far exceeds standard terminal
capacity. The VSC team was able
to manage the ambitious task at
hand. Not only have we been able
to efficiently handle the growing
traffic, but we have grown our
market share. We are working
hard to improve productivity
and efficiency in this area and
have promptly redistributed
some equipment there from the
Northwest, as well as redeployed
a talent pool to ensure we can
handle the increased demand.
Financial performance
With the international debt
servicing infrastructure for Russian
companies disrupted, it was
important for us to ensure that we
rigorously meet our obligations to
our lenders. The Group successfully
conducted a vote among Eurobond
holders, amending the terms of
the loan and then redeemed a
significant portion of the dollar-
denominated debt. We are
pleased that our Eurobond holders
supported Global Ports’ proposal
to amend the documentation.
The Company also entered the
rouble-denominated borrowings
market, successfully placing
rouble-denominated five-year
bonds worth RUB 15 billion in
December, paving the way for the
further comfortable refinancing
of the debt portfolio. Thus, Global
Ports has proactively mitigated
currency risks for its business
and solved the problem of a
major currency redemption in
September 2023 in advance.
It is important to note that the
Company ended the year with
a record low level of leverage.
This is especially important now
when the Company is facing big
challenges for future investments
in the Far East. At the end of
2022, the Company's Net Debt/
Adjusted EBITDA ratio stood at
1.0x, an excellent figure for Global
Ports and a record low since 2012.
Outlook
Global Ports remains committed
to its strategic goals: we do
business in Russia as a terminal
operator. And while our priority
is containers, we successfully
operate with a broad cargo
base. We focus on the quality
of service and efficient
communication with each of our
partners and counterparties.
In the Far East, we see increased
potential for development. Global
Ports has approved a programme
to increase the capacity of
Vostochnaya Stevedoring
Company to 1.7 million TEU in
the first half of the 2030s. At the
same time, we are confident that
cargo traffic will gradually return
to ports in the Northwest as well.
Not only have we attracted non-
container cargo to the region’s
ports, we have also retained
the potential for container
handling. And we are already
handling regular direct vessel
calls by new container lines from
China. The container volumes
are not yet comparable with 2021,
but the bottom line has been
passed and we are seeing
positive dynamics.
We would like to thank the entire
Global Ports team for the excellent
results achieved in 2022 in such
a challenging environment.
Together we passed through
the most difficult period and put
the Company on a growth
trajectory. With the addition
of a controlling shareholder,
Global Ports has received new
momentum going forward,
and our task now is to effectively
integrate the Company’s assets
into the Delo Group structure.
We face new challenges, but
we have everything we need
to meet them: a well-thought-
out strategy, a strong team,
outstanding assets, and experience
in overcoming crisis situations.
We have a lot to do, but
we have every reason to look
to the future with confidence.
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Annual Report 2022 Global Ports Investments PLC GLOBAL PORTS MISSION
STRATEGY
To increase long-term value for all our stakeholders by shaping and
determining the trends in the container segment of the Russian
transportation and logistics market, thereby driving international trade.
Our strategy aims to produce value growth for all our stakeholders by
offering unparalleled access to international and domestic trade flows
through our network of terminals sited at Russian key marine locations.
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Strategically we remain focused on expanding our business through both organic
growth and investment projects that offer tangible opportunities to the Group.
We will achieve our fundamental strategic goal by:
Providing the best services
to our clients
Maintaining operational
excellence
Using technology
effectively
Attracting and retaining
a workforce with
the right skills
Vision
To be the partner of choice for shipping lines
and freight forwarders in our role as Russia’s
best-connected independent container
terminal operator offering unparalleled access
to international and domestic trade flows.
Values
Professionalism
Respect
Cooperation
20
To succeed, we remain focused on:
Our key market:
Russia
Preferred port in every
location, partner of choice
for all parties involved
Our strong knowledge and ability
to add value to the Russian
container market sets us apart.
Our key services:
terminal operations
Assured healthy,
safe and effective
organisation
We provide our clients
with first class port
and related logistics services.
Our key clients:
shipping lines and
freight forwarders
Out business focus:
containers
Integral part
of import/export and transit
logistics chains
By connecting
and simplifying supply chains,
we enable our customers
to grow their businesses.
Solid business
profile and prudent
capital allocation
Our non-container
operations diversify
our revenues and increase
our terminals’ utlisation rates.
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Annual Report 2022 Global Ports Investments PLC BUSINESS MODEL
Input
How we create value
Value
Outcomes | Global Ports in 2022
About Global Ports
Strategic Report
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Additional Information
We create value
For clients
The only player with a network
of terminals in key Russian
marine basins
7
marine container
and multipurpose terminals
in Russia and Finland
Unique asset base
total land of terminals
388 ha
5 km
quay length
Extended port infrastructure
and perfect multimodal
hinterland connections
Team of almost
3,000
professionals1
By providing our clients (shipping lines
an freight forwarders) with first class port
and related logistics services and ensuring
efficient interaction with our partners.
Our port is a platform of efficient
interaction between all parties
1. Handling
Containerised | bulk | Ro-Ro cargoes
SHIPPING LINES
2. Storage
Containerised | bulk | Ro-Ro cargoes
FREIGHT FORWARDERS
CARGO OWNERS
3. Additional services
Customs inspection, dispatch
of container trains, depot of empty
containers, tracking of cargo, cargo
documentation, stuffing and unstuffing,
container repair and other services
FEDERAL AUTHORITIES
RUSSIAN RAILWAYS
RAILWAY OPERATORS
TRUCKERS
Stably high operational and financial results,
Free Cash Flow, Adjusted EBITDA Margin
Access to local and international capital markets
When providing
Strong and experienced key shareholder:
Delo Group, the major Russian
transportation and logistics holding
Advanced IT system
services and interacting with clients we aim to be:
a partner of choice in the Baltics and the Far East
healthy, safe and effective organisation
1 As at 31 December 2022.
22
Smart, swift, efficient
logistics hub
Efficient and effective services
Infrastructure to facilitate
import/export and transit flows
-37.1%
Consolidated Marine Container
Throughput
+20.1%
VSC Container Throughput
-15.8%
Consolidated Marine Bulk
+13.7%
Marine Bulk Throughput
Throughput
adjusted for VSC
For employees
Reliable and safe work
environment
Competitive salaries
Opportunities for professional
growth and development
For community
One of the biggest employers
in the region and sizeable
contributor to local economy
Satisfied customers
and communities
Sustainable business that limits
environmental impact and
delivers positive change
For shareholders
Shareholder value
Sustainable high cash flow
generation
1 As at 31 December 2022.
paid to all employees in 2022
USD 87.1 mln
LTIFR 0.89
consistently low level
3,000
employees1
RUB 871 mln
of tax paid
1.0х
Net Debt / Adjusted EBITDA
1.0х
Decrease in Net Debt /
Adjusted EBITDA
Minimum level since 2012
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Annual Report 2022 Global Ports Investments PLC About Global Ports
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SUSTAINABLE DEVELOPMENT
Responsible
logistics
As an operator of critical
national infrastructure, Global
Port is aware of the high degree
of its responsibility to society,
therefore, it pays special attention
to sustainable development
practices.
3,000
employees
26%
Female employees
0.89
Consistently low LTIFR
Annual Report 2022 Global Ports Investments PLC Sustainable development
Management statement
We are pleased to present the Global Ports ESG Report 2022. In this
document, we have collected information about the Company’s
activities in terms of a responsible attitude towards the environment,
the implementation of social projects, enhancing the transparency
of the Company’s management, and compliance with business ethics.
Global Ports considers adherence
to the goals of sustainable
development as one of its key
priorities and an integral part
of the Company’s development
strategy. The previous year was
a difficult period, when some
of our terminals experienced
increased loads, while others
were actively rebuilding their
business. Despite this, Global
Ports has not forgotten the
need to do business responsibly
and safely. We set the goal of
not losing our achievements in
matters concerning sustainable
development, and we fulfilled
it. The Company remains an
attractive, responsible employer,
is implementing a number of
environmental initiatives, and
has a transparent corporate
governance system.
In 2022, not only the Company,
but also its staff faced a stressful
situation. We understand how
crucial it is to support employees
and their families, and it is
not only about financial but
also psychological support.
In 2022, Global Ports launched
a psychological helpline for
employees. We saw that our
colleagues needed this service
and helped many of them get
through a difficult period in
their lives. Staff support and
establishing comfortable working
conditions remain an important
priority for our Company. We
have retained a strong team,
thus creating the potential for the
dynamic growth of our business.
Global Ports has now entered
a new stage of development.
Having become part of the Delo
Group, we have already begun
adapting its best ESG practices.
In particular, as of January 2023,
Global Ports joined the Delo
Group’s programme to increase the
birth rate and support motherhood
and childhood. This was preceded
by extensive preparatory work,
which we carried out in 2022. The
demographic project provides
for progressive benefits and its
rapid increase with the birth of a
third child. Specifically, upon the
birth of a third and subsequent
children, employees receive
a payment of RUB 1 million. In
addition, employees with children
may receive additional payments
during maternity leave, additional
sick leave benefits during
pregnancy, compensation for
kindergarten and children’s camp
vouchers upon early return from
maternity leave, expansion of the
medical insurance programme,
and other benefits. We also have
a new ‘social manager’ position on
our staff list. The social manager’s
responsibilities include supporting
the corporate programme and
informing our employees about
the state benefits system.
Now the Company’s task is to help
our shareholder in implementing
its ESG goals, combine our
shareholder’s extensive ESG
experience with the expertise that
Global Ports already has, and
mutually enrich and develop the
practices of both Global Ports
and the Delo Group. This is what
we see as our goal for 2023.
Global Ports has now entered a new
stage of development. Having become
part of the Delo Group, we have
already begun adapting its best
ESG practices”.
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Environment
Marine terminals, like other
logistics services sectors,
are working to develop sustainable
business practices that reduce
their environmental impact.
At Global Ports, environmental
sustainability is an important
part of the business strategy,
which requires a strict balance
between growth aspirations
and sustainability commitments.
Although our business –
container and non-container
cargo handling – does not have
a significant negative impact
on the environment, we pay
close attention to integrating
sustainable practices into our
business operations, reducing our
carbon footprint and emissions
throughout the operational chain.
Our basic principle is strict
compliance with environmental
legislation. We are fully
transparent and accountable
when it comes to issues
relating to the environment. Our
environmental management system
requires that all companies within
the Group evaluate and manage
their environmental impacts,
enforce local environmental
laws and regulations, and make
continuous improvements.
All of the Group’s terminals carry
comprehensive sustainability
plans, and these are embedded
in all the Group’s investment
programmes. In 2022, the Company
adopted and implemented
a Supplier Code of Conduct
All of the Group’s
terminals have
comprehensive
sustainability plans
friendly modes of transport,
sea and rail. This enables us to
build environmentally friendly
economic value chains.
to ensure security throughout
the supply chain. When selecting
suppliers, the Company gives
preference to those that strive
to comply with the principles
of sustainable development,
taking into account the results of
assessments on relevant indicators
throughout the supply chain.
Climate change
Climate change is one of the
most significant challenges
facing mankind. Global Ports is
working hard to reduce emissions,
improving energy efficiency and
reducing the impact on the climate.
Compared to other modes of
transport, maritime transport is
one of the most energy-efficient
ways of transporting goods,
carrying 90% of the world’s goods.
As leaders in regional logistics
infrastructure, our ports can play
an important part in the drive to
decarbonise and be part of the
solution to addressing climate
change. Because our container
terminals are strategically
located at key points where cargo
flows in and out of Russia, they
act as transport hubs linking
the two most environmentally
At the same time, port
infrastructure faces increased
risks from climate-related threats,
such as rising sea levels or severe
weather events, which will require
port operators to strengthen our
adaptation to climate change
by upgrading our infrastructure
and operations. Our approach
to the problem of climate
change, therefore, focuses on
both adaptation and mitigation
measures through cutting our
greenhouse gas emissions,
improving infrastructure resilience,
and introducing innovations.
While the Group complies
with all mandatory rules and
regulations regarding greenhouse
gas emissions, we understand
that we need to increase our
decarbonisation efforts. In order
to improve energy conservation
and efficiency, the Group is
consistently implementing a
number of measures, among them:
Modernisation of equipment
Use of energy-saving
technologies, in particular,
the replacement of mercury-
containing lamps with LED ones
Reduction of electricity losses
in electrical consumers and
power supply systems
Regulation of equipment
operation modes to improve
the quality of power supply
26
27
Annual Report 2022 Global Ports Investments PLC Initiatives to reduce the impact
on the climate include
the installation of charging
stations with electricity
generated by clean technologies
and the widespread use of port
equipment on the electric
drive. We stopped generating
electricity using natural gas
at one of our terminals.
In the meantime, we continue
to collaborate closely with other
parties involved in the logistics
value chain to find solutions
that will make logistics more
eco-efficient. We are working
with our shipping clients,
suppliers, and freight rail
and trucking companies
to make changes in this area.
Environmental protection
and conservation
We are committed to preserving
the environment where we operate.
A key strategic focus is to minimise
the impact of our ports’ operations
on local ecosystems. The land,
waterways, and estuaries we
manage and operate in are
valuable natural assets, and we
continually assess and adjust
our activities to ensure that
we act in an environmentally
responsible way. At the heart
of our approach is effective
environmental management
that aims to preserve, restore,
and protect the natural
habitats around our terminals,
both offshore and onshore.
The Company’s approach and
principles are described in Global
Ports Environmental Policy. The
objectives of the Policy are to assess,
manage, and reduce the negative
impacts of the Company’s operations
on the natural environment.
To achieve this goal, the Global
Ports Group undertakes the
following obligations:
To minimise the risks of a negative
impact on the environment in
the course of operations by
the companies we manage
as well as the implementation
of investment projects
To ensure that the environmental
impact is monitored and the
necessary corrective and
preventive measures are taken
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Due to the Company’s efficient
organisation of operations and
focus on environmental protection,
it did not record any leaks or
accidental discharges of waste
or pollution into the environment
in 2022. In addition, no fines
for violations of environmental
legislation were imposed
on the Company in 2022.
Sustainability is an important part
of our port infrastructure capacity
planning, as we prepare for future
expansion. We continue to work
closely with local and regional
governments to ensure that any
potential environmental impacts
resulting from land reclamation,
reconstruction, or development are
properly quantified and addressed.
To reduce its environmental
impact, the Company will continue
work to reduce emissions of
pollutants into the air by replacing
obsolete handling equipment
with modern equipment that
meets environmental standards.
RUB 30 mln
environment protection
expenses in 2022
No fines for violations of environmental
legislation were imposed on the Company
in 2022
To ensure compliance with the
requirements of legislation
concerning environmental
protection as well as established
norms and rules when handling
hazardous substances
To monitor compliance with
environmental standards
by contractors performing
work on the territories of the
companies we manage
To prevent the pollution
of water and air basins as
well as the territory of the
companies we manage
To continuously improve
the environmental
management system
To increase the level of expertise
of personnel in charge of
environmental protection
To implement programmes
to conserve energy and
resources and improve the
energy efficiency of the
companies we manage
To take measures to
preserve biodiversity and
natural complexes in the
areas where the companies
we manage operate
To strive to reduce waste
generation and implement
best waste disposal practices
To modernise existing
Environmental safety specialists,
the heads of Health, Safety and
Environment (HSE) departments,
managing directors of terminals,
and the CEO are responsible for
developing and implementing
environmental protection
measures at the Company.
In 2022, the Company
implemented a number of
measures to assess and reduce
the environmental impact of its
operations. These include:
For ambient air protection:
–– Ambient air laboratory
studies
–– Control of the maximum
permissible emissions
–– Control of emissions
during unfavourable
meteorological conditions
For wastewater collection
and treatment:
–– Wastewater monitoring
–– Morphometric information
on water bodies
For waste management issues:
–– Industrial waste and solid
municipal waste removal
–– Recycling of motor tyres
–– Disposal of lamps
operational equipment and
introduce new equipment,
taking into account the use of
the best available environmental
protection technologies
For the protection and
rehabilitation of land, surface
water, and groundwater:
–– Examination of natural water
and bottom sediments
To conduct regular
internal audits to ensure
compliance with the stated
goals of this Policy
To fund environmental
protection measures
To inform and maintain
an open dialogue with all
stakeholders concerning
environmental protection
For environmental
protection from noise:
–– Laboratory noise research
Expenses on environmental
protection in 2022 amounted
to RUB 29,994 million.
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Annual Report 2022 Global Ports Investments PLC
Social issues
As an operator of critical national
infrastructure, Global Ports
recognises its high degree of
responsibility to society. Our
Company makes a significant
social impact through community
support, social investment,
employment and training, and
development opportunities.
As a responsible business, we
recognise that the well-being
of our employees and the
communities directly affects
the long-term prospects for the
Group’s development. We are
committed to advancing our social
agenda, which aims to provide
safe working conditions, motivated
employees, equal opportunities,
and economic and social support
for the regions where we operate.
In 2022, with the emergence
of a controlling shareholder,
we began work to adapt
Delo Group's best sustainable
development practices at the
Company. In particular, we
carried out preparatory activities
and launched a programme
in 2023, which was initiated
by the Delo Group, to improve
the birth rate and support
maternity and childhood at
all the Company’s divisions.
Occupational safety
Our priority is the health and
safety of everyone who works
at Global Ports. We have a
fundamental duty to ensure
that our people are safe at all
times and we are committed
to placing occupational safety
assurance at the core of our
operations and corporate culture.
Global Ports’ Occupational Health
and Safety Management System
(OHSMS) is implemented by
complying with state occupational
health and safety regulations,
making commitments, and
applying local documents in the
implementation of the processes
envisaged by the OHSMS.
About Global Ports
Strategic Report
Corporate Governance
Additional Information
We carried out preparatory activities
and launched a programme in 2023, which
was initiated by the Delo Group, to improve
the birth rate and support maternity
and childhood at all the Company's divisions
better safety outcomes. Our
health and safety management
system aims to enforce safety
standards to ensure accident-free
working conditions based on:
Safety standards that are in line
with industry best practices for
occupational health and safety
Safety audits aimed at
preventing injuries and incidents
Health and safety briefings
and updates to our employees
and contractors
Safety walk programmes as part
of daily audits at each terminal
Regular pre-shift health
and safety briefings for line
management and employees
Health, safety, fire, and
industrial safety training
Specialised training programmes
for handling dangerous
or hazardous cargoes
Monitoring the health and
well-being of employees to
improve their well-being and
reduce work-related illnesses
The objective of the OHSMS is
to protect the life and health
of employees during their
work activities by preventing
occupational accidents
and diseases and reducing
(eliminating) the exposure of
employees to harmful and/or
hazardous occupational factors.
The aim of the zero-harm strategy
is to remove the risk of harm from
all processes. To achieve the goal
of zero harm, we focus on creating
a sustainable safety culture among
employees, contractors, and other
terminal visitors, reducing the
impact of occupational risk levels
to which employees are exposed.
The OHSMS Regulation was
approved by Order No. 62-MC
“On the implementation of the
Regulations on the Occupational
Safety Management System”
dated 15 July 2020.
The terminals have developed
their own regulations that
provide more details on safety
management objectives and tools.
Our approach to developing
a sustainable safety culture is
based on three principles:
Providing a safe working
environment
Providing comprehensive
plans for the implementation
of advanced safety and
compliance standards
Offering comprehensive
training focused on risk
awareness and reduction
We constantly monitor health and
safety risks to ensure that our risk
controls and working practices
are the safest they can be. We
believe this approach leads to
Water usage
Waste management
Biodiversity conservation
Global Ports is committed to actively
managing its water resources,
including being more efficient in how
we use water. The Group does not
withdraw water from surface water
bodies. The main source of water
is municipal and other water supply
systems. The water we use is treated
and discharged into surface
water bodies. The terminals
are actively working to improve
the efficiency of wastewater
treatment to ensure that clean
water is discharged at all times.
We are also working to conserve
water usage across the Group
through the monitoring of water
usage and installing more water-
efficient equipment. All water
consumers have been equipped
with water flow meters, which
ensures 100% leakage control
and the monitoring of consumption
at all times. Monitoring of water
use is carried out monthly by taking
readings from flow meters, which
are equipped with discharge outlets
to water bodies and metering
units of tap water from suppliers.
The data is submitted as part
of reports to the Federal
Agency for Water Resources.
Waste is a major global issue
and we have a responsibility
to minimise the impact of
our operations. Solving the
waste problem is an important
component of the Group’s
environmental activities.
The challenge for Global Ports
is to minimise the amount of
waste sent to landfills. Priority
is given to the recycling,
treatment, and neutralisation
of waste. Waste management
is a constituent part of several
of the Group’s programmes.
Global Ports adheres to a culture
of separate waste collection,
which results in waste being
divided into hazard classes and
fractions. Each hazard class
of waste has a defined place
of accumulation in accordance
with the requirements. At the
same time, 97% of waste is
low-hazard and virtually
non-hazardous Class 4 and
5 waste. Hazard Class 3 waste
is sent for neutralisation, while
Hazard Class 4 and 5 waste
is sold to third parties.
Biodiversity conservation is critical
to the life of the planet. Global
Ports is committed to minimising
the damage to biological resources
caused by its operations.
The Group pays special attention
to maintaining biodiversity in the
water protection areas where it
operates: the Yekateringofka River
protected area, the marine area of
the Gulf of Finland, and the Wrangel
Bay located on the eastern coast
of the Nakhodka Gulf between
the Kamensky and Petrovsky capes.
In 2021–2022, the Group conducted
research work to study changes in
the condition of aquatic bioresources
in the Wrangel Bay in the Nakhodka
Gulf near VSC. The analysis did not
reveal any degradation of aquatic
biological resources. The fish feeding
grounds were assessed as typical
for coastal ecosystems, and the
species composition corresponds
to the composition of coastal areas
of Peter the Great Gulf. As such,
it was found that the economic
activities of VSC did not lead to
any deterioration in the habitat
of aquatic biological resources.
We use recycled water to wash
motor cars at one of our terminals.
Global Ports adheres to a culture of separate
waste collection
30
31
Annual Report 2022 Global Ports Investments PLC About Global Ports
Strategic Report
Corporate Governance
Additional Information
In addition, as part of its efforts
to develop a safety culture,
the Company is introducing
a workplace risk assessment
process. Training has been
provided as part of safety
culture workshops. Employees
are getting involved in the
process and paying attention to
things that need to be urgently
corrected in the workplace. Work
has been started on systematic
risk assessments of standard
operations by operational
teams. At this stage, the tasks
that need to be performed
include reducing the risk for
high- and medium-risk jobs to a
controlled risk level, developing
checklists for safe work
preparation, and implementing
risk mitigation measures.
Work of contractors in the
operational process. Our safety
management system aims to
protect all people who are
located on our premises. At
Global Ports Group, the safety
culture extends to all visitors to
our terminals, including those
working for other companies
at our terminals. The safety
of contractors’ employees
remained a priority area for
development in 2022. The
Company has introduced a
process of quarterly audits
of contractors’ workplaces,
meetings are held with
managers where discrepancies
are discussed in detail, and
a mitigation plan is agreed.
Our goal is to create a unified
safety culture, where safety
is an absolute priority.
In 2022, the Company managed
to keep employee injury rates at
a low level despite a significant
change in the cargo mix, the
introduction of new handling
and storage technologies not
previously used at the terminals,
and the forced operation of the
Company’s Far East terminal at a
higher-than-design utilisation rate.
The Lost Time Injury Frequency
As part of its efforts to develop a safety culture,
the Company is introducing a workplace risk
assessment process
Rate (LTIFR) at Global Ports was
0.89, with no fatal or serious
injuries to either the Company’s
personnel or contractors working
at the Company’s facilities.
The Company also makes efforts
to detect and treat occupational
diseases in a timely manner. In 2022,
six employees were diagnosed
with radiculopathy, a neuralgic
syndrome resulting from the
compression of spinal roots.
In order to prevent occupational
injuries, the Company conducts
regular safety training for its
personnel. The training is regulated
by Order No. 27-MC dated
29 March 2022 “On the approval
of regulations on employee
training”. Training is conducted by
external training organisations and
internal committees. Expenditures
on Occupational Health and
Safety (OHS) training in 2022
amounted to RUB 3,188 million.
Responding to growing risks, the
Company is increasing investments
in occupational safety measures.
In 2022, total expenditures on
OHS activities amounted to
RUB 111 million, more than double
the expenditure level in 2021.
Occupational health and safety
management
The Board of Directors has overall
responsibility for health and safety
matters and is committed
to continuously improving safety
culture and systems. The Board
determines the Health and Safety
policy, agrees on safety standards,
and reviews performance.
The Chief Technical Officer (CTO)
is the manager responsible
for the health and safety
of the Global Ports Group’s
employees and monitors
the efficiency of operations.
The Chief Operating Officer
(COO) systematically reviews
the comments and performance
reports submitted by individual
divisions. Quarterly performance
reports are submitted to the Board
of Directors, which conducts regular
reviews of the Group’s safety
performance and then discusses
and agrees on the appropriate
measures with senior management.
Safety indicators
In 2022, as significant changes
occurred in logistics and throughput,
Global Ports maintained
its commitment to workplace safety,
with a strong focus on protecting
the health and well-being
of our employees, contractors,
customers, and suppliers.
Ensuring the safety of operations
remains a core focus
of our business. The annual
safety inspection schedule
at the terminals has been rigorously
adhered to. Management’s
focus on safety continues
to contribute to a consistent
reduction in the risk of incidents.
We recognise the importance
of leadership and responsible
behaviour in creating a positive
safety culture. The daily safety walk
programme continues to deliver
high levels of compliance.
We also understand the need to
listen to the views and comments
raised during regular meetings
with our employees. The GP Alarm
mobile app also continues to
work effectively at the Company.
Our health and safety awareness
programmes and the creation
of a strong safety culture have
resulted in progress on the priorities
we had planned for 2022.
In 2022, new areas of focus
were selected as part of
the Fatal 5 programme:
1) Compliance with industrial
safety regulations
2) Work of technical services,
including contractors, when
maintaining equipment
3) Handling of hazardous cargo
4) Development of a safety culture
5) Work of contractors in the
operational process
The Fatal 5 safety programme,
which focuses on the development
of five safety areas, resulted in
the implementation of most of the
planned measures and a reduction
in risks in the work process.
Compliance with industrial
safety regulations. Inspections
of compliance with industrial
safety standards and
regulations have been carried
out at all of the Group’s
terminals. Plans to reduce
risks at hazardous production
facilities have been developed
and implemented. Additional
training for employees
has been conducted.
Work of technical services,
including contractors, when
maintaining equipment.
Inspections of safe work
practices during machinery
maintenance have been
carried out. 5S tools have been
introduced at technical and
ancillary services premises
and workplaces to improve
efficiency and achieve a
high level of safety. We have
implemented a number of
improvements to help our
colleagues work safely. For
example, additional lighting has
been installed in workplaces.
New samples of personal
protective equipment have
been tested and purchased.
Handling of hazardous cargo.
For all our terminals, we
use uniform standards for
the handling of hazardous
cargo. These standards are
based on APM Terminals’
recommendations (one of
the Company shareholders in
2012–2022) and the requirements
set out in the International
Maritime Code for the Transport
of Dangerous Goods (IMDG).
We continue to train employees
who are involved in the handling
of hazardous cargo to take
account the new requirements,
along with further monitoring
and additional inspections.
Development of a safety culture.
Developing a safety culture
is a broad area that includes
developing safety standards, risk
analysis, employee assessments,
and organising events, training,
and development programmes
for personnel. The Company holds
regular safety seminars to discuss
areas of safety development
at terminals, opportunities for
employee engagement, and
stories about incidents and their
causes in other divisions, as well
as to show videos of incidents
and issue-related videos from
various internet resources.
Workers are told about the
delayed consequences of working
with hazardous substances.
Seminars address topical issues of
improving workplace safety and
ensure a constructive dialogue
with terminal management and
the management company.
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Annual Report 2022 Global Ports Investments PLC Our people
We are focused on building our
reputation as a responsible and
stable employer. We invest in our
employees to improve the efficiency
of work processes and help them
realise their personal ambitions
while achieving our operational
goals. We pay particular attention
to ensuring safety and enhancing
our safety culture. We create an
environment where employees
can develop their skills on a daily
basis, take advantage of the
career opportunities available
within the company, and be
part of a culture that takes into
account the characteristics of
the individual and everyone can
feel respected and supported.
As of 31 December 2022, our seven
Global Ports terminals employed
2,961 people, with an average
headcount of 2,917 in 2022. At the
same time, the voluntary turnover
rate was 11.5% (336 people left the
Company on their own volition).
Building a culture of engagement
Employee engagement and loyalty
is a strategic area because our
long-term success depends on a
culture where our employees feel
their involvement and value. The
attitude of our employees to the
Group is of paramount importance
to the Group itself, so getting
feedback from employees as part of
project work is essential to building
the foundations for the future.
LTIFR Global Ports
1.28
0.89
0.71
0.55
0.54
2018
2019
2020
2021
2022
RUB 3,188 mln
expenditures on OHS training
in 2022
We strive to create a continuity
of generations culture within the
Company. Global Ports has been
cooperating with the Admiral
Makarov State University of
Maritime and Inland Shipping
for many years. The university
regularly hosts Global Ports
Weeks, where our employees
share their experience with
students. University students can
visit the Company’s terminals
as part of the Admiral Makarov
State University of Maritime
and Inland Shipping Weeks,
which are also regularly held
at Global Ports. In 2022, the
Company opened a classroom
at one of the terminals, where
students are trained in the field.
We regularly communicate
with our employees through
various communication
channels, ensuring effective
and consistent informing and
interaction. These channels
include regular briefings,
workshops, strategic sessions,
surveys, and meetings to obtain
feedback newspaper and
Telegram channel. We believe
that regular communication
helps build a strong employee
brand and supportive company
culture. We conduct periodic
employee surveys to give our
employees an opportunity to say
what they think about Global
Ports’ activities and what we
can do to make it even better.
Our latest survey showed a high
level of satisfaction among our
employees and a multi-fold
increase in our loyalty ratio.
In 2022, we focused not only on
retaining the team but also on
integrating all employees into the
overall corporate environment.
The overall staff satisfaction
rate last year was 83% for
administrative personnel and
82% for operational personnel,
which is a good result
The ENPS rate for the Group
more than doubled over the
previous year, from 20% to 48%,
which is a good signal for us
The engagement level
(according to Gallup
methodology) was 76%, which
is a good level compared
to market benchmarks
In 2022, we launched a project
to involve N-2 level leaders in
the strategic planning of the
Group's activities through regular
strategic sessions. During the
year, we organised such meetings
for the top-20 and top-80
employees in the North-West,
and also held a separate meeting
for the Far East team. The Group
extended the project until 2023.
Global Ports regularly holds
events for employees’ children.
For example, in 2022, the
Company held a drawing
contest among children called
“Port of the Future through the
Eyes of a Child”. A children's
day was organised on PLP for
all employees of the Groups
in the North-West with a tour
for young visitors, a similar
event was held at the VSC.
Also in 2022, Global Ports
introduced corporate teams
in various sports disciplines.
Company representatives
took part in the Luga
Railway Half Marathon,
Pushkin Run, AuroraSwim
swim, and other events.
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Attracting and retaining talent
In order to recruit and retain
qualified employees, we strive to
create a competitive offer in the
market that includes both salary
levels, performance bonuses,
and a set of social benefits.
Compensation packages reward
success, recognise individual
contribution, and motivate our
employees to achieve goals.
Our performance management
system is transparent and easy to
understand and closely aligned
with strategic objectives and
operational effectiveness.
As a responsible employer,
the Group strives to offer an
attractive package of non-
financial incentives for current
and prospective employees.
This package includes voluntary
health insurance, holiday gifts,
In 2022, Global Ports introduced corporate
teams in various sports disciplines
to develop their talents and
ensure we are developing the
next generation of leaders.
We invest in a wide range of
training and development
opportunities to help employees
build a career at Global Ports. In
2022, 843 employees of the Group
underwent advanced training
and training in development
programmes in external and
internal training formats. The
Company’s expenditures on
external personnel training in 2022
amounted to RUB 10,927 million.
financing of corporate events
for employees and their children,
teambuilding, and sports
events organised by the Group’s
companies. Global Ports terminals
provide bonuses for anniversaries,
partial compensation for health
resorts and children’s camps, and
financial assistance to employees
in difficult life situations.
Training and development
Training and development are
important elements of the Group’s
overall people development
strategy and are considered
crucial to its future success. We
value all our employees, and
we are committed to providing
them with opportunities both
34
35
Annual Report 2022 Global Ports Investments PLC We paid particular attention
to developing the leadership
skills of all Group managers
and developing soft skills, such
as emotional intelligence and
mental health in employees.
In addition, we continued to
work on improving the skills
of our operational personnel,
focusing on preparing employees
for changing types of cargo
and work technologies.
Succession planning and
developing the next generation
of leaders is a priority for the
Group. In 2022, we continued
to implement programmes
to develop individual
skills and teamwork, using
facilitation, coaching, and
mentoring techniques and
management courses.
Diversity, inclusion, and
equality
Employees play an important role
in our success, so it is vital that
we create a workplace that is
inclusive and increases diversity. In
doing so, and creating a corporate
culture that embraces diversity,
we can access a wider talent
pool and build a more resilient
business. We do not discriminate
against employees on the basis
of race, religious, or political
beliefs, marital status, age, gender,
sexual orientation, or disability.
843 employees
of the Group were trained
in 2022
Our approach is enshrined in
our Code of Ethics, which all
employees must observe. All forms
of discrimination are prohibited
and all allegations of harassment,
including sexual and racial
harassment, are taken seriously
and investigated thoroughly. We
continue to promote diversity and
equal opportunities through staff
communication and training.
Traditionally, the logistics industry
has employed more men than
women. Female representation
within the industry has been
always low. At the year-end,
females made up 29% of our
total employees at the Group,
including 25% of operational
staff and 62% of administrative
staff. On the Board of Directors,
11% of the members are women.
About Global Ports
Strategic Report
Corporate Governance
Additional Information
In 2022, the Company launched a programme to train
women for crane operator positions
In 2022, the Company launched
a programme to train women
for crane operator positions.
This programme has been a
development opportunity for
many female employees at
Global Ports, providing them with
interesting and rewarding jobs.
Human rights
At Global Ports, we recognise
the civil, political, economic,
and social human rights and
freedoms of every individual,
and we strive to build on them
in our business activities. Our
Code of Ethics incorporates our
commitment to human rights,
which is strictly in accordance
with Russian and international
laws. Our human rights approach
is aligned with the UN Guiding
Principles on Business and Human
Rights. The policy in this regard
establishes minimum thresholds
with regard to human rights that
employees and those who work
with the Group must meet.
Plans for human resource
development
The Company will continue to
implement practices for the
development and improvement
of personnel efficiency in 2023,
in particular we will focus on
the following measures:
Implementation of
development programmes
for managers
Creation of a talent pool
for line managers and
key terminal experts
Development, promotion,
and preservation of a
compelling employer brand
Support of well-being
programme that aims to
maintain the physical and
mental health of employees
A corporate sports programme
Improvements to
employee satisfaction
with working conditions
Improvements to the
remuneration systems
and the implementation
of a grading system
Development of a system
for internal communications
and informing employees
Our communities
Global Ports is committed to
supporting local communities in
the regions where it operates. As
a major employer, investor, and
consumer of goods and services,
we make a significant contribution
to the economy. We are proud
to be an integral part of the
communities where we operate. Our
port terminals are more than just
employment opportunities for local
people; they are part of the social
fabric and play an important role
in the daily life of communities. We
are committed to supporting our
employees and their communities
and improving their quality of life.
Social investment
As a Group, we aim to help the
community through our social
investment programme. Our goal
is to bring about positive social
change and have a lasting impact
on people and communities. Our
approach is based on supporting
our communities through targeted
social investment and staff
volunteering. We are a significant
employer in our communities
and encourage our employees
to participate in and support
social investment programmes.
The Atmosphera Public Initiative
Support Fund, established
by VSC, continues to operate
successfully. The Fund contributes
to the implementation of the
environmental, social, and cultural
programmes of the Nakhodka
urban district and Wrangel
settlement. From the moment it
was founded until present, the
Fund has allocated about RUB 84
million to various charitable
projects in education, healthcare,
and culture. These include
improvements to the Ecological
Square, assistance to medical
institutions and kindergartens,
and support for creative teams.
For many years, Global Ports has
cooperated with the Liniya Zhizni
Charitable Foundation, which
helps to treat and rehabilitate
sick children. The Company also
provides targeted assistance
to seriously ill children.
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Annual Report 2022 Global Ports Investments PLC
Holidays for children
from the Albatross
Rehabilitation Centre
Renovation
of the Albatross
Rehabilitation Centre
Hand-to-hand combat
festival
Reconstruction
of Ecological Square
in the Wrangel
Micro-district
Restoration
of the Monument
to Fallen Sailors
In December 2022, the Atmosphera Public Initiative Support
Fund organised two New Year’s performances for the children
of the Albatross children’s social rehabilitation centre in
Nakhodka. The idea to hold the New Year’s performance,
which had never been held at the centre before, was
suggested by the employees of VSC. More than 80 young
spectators attended performances with fairy-tale characters
at two departments of the centre. The children were greeted
by characters from their favourite cartoons, and Ded Moroz
and Snegurochka handed out sweets.
The Atmosphera and Nakhodka Charitable Foundations
helped the Albatross Nakhodka Social Rehabilitation
Centre for Children and Teenagers renovate the premises
of the junior group Zvezdochka. With the funds’ support,
the play area, sleeping room, classroom, halls, and lavatory
were renovated. Walls, floors, and ceilings were repaired,
and sanitary equipment was replaced. The charitable
organisations donated a total of RUB 1.5 million
With support from Atmosphera, young athletes from the
Kings Martial Arts Club were able to take part in a martial
arts festival and a championship of the Far Eastern Federal
District. The Fund covered the travel and living expenses of
athletes and coaches during the competition, which was held
in Khabarovsk. The athletes won seven gold, one silver, and
two bronze medals and a special prize ‘For Willingness to Win’.
In 2022, with the involvement of the Atmosphera Foundation,
reconstruction work began on the Ecological Park in the
Wrangel Micro-district near Nakhodka. Swings and a pergola
are being renovated, and a playground and benches are
being repaired in the square. The area at the intersection
of Babkina Street and Primorsky Avenue had previously
been empty. The landscaping of the square was a gift to the
neighbourhood from VSC at the end of 2019.
Global Ports helped to restore a cast-iron anchor at the
Monument to Fallen Sailors in the village of Pakhomovka in
the Vistinsky rural settlement of the Leningrad Region. The
monument was erected at Soykinskoye Cemetery in the
Kingisepp District in memory of the crew of a dredge boat,
who tragically died during a storm in the Gulf of Finland on
8 October 1935. The crew consisted of 32 people. During the
storm, the sailors reportedly carried out dredging work to
create a new naval base of the Baltic Fleet in Luga Bay, which
was being built in the 1930s. The anchor on the monument was
lost a few years ago. In May 2022, Global Ports presented a
new anchor for the monument and restored it together with
Mineral Engineering.
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Corporate governance1
In 2022, we continued to improve
the Group’s performance in
line with high standards of
corporate governance.
Business ethics
Proper governance and ethical
behaviour are the cornerstones of
our business and the foundation
of our operations. As a business,
we are committed to complying
with all relevant laws and
regulations while upholding the
highest standards of ethics.
We expect everyone who works
with us, from our employees to
contractors and suppliers, to
share our values and behave in
an ethical and responsible way.
Our Code of Ethics establishes
the governance framework
for how we conduct business.
The principles set out in the
Code are detailed in separate
policy documents that address
specific aspects of business
ethics, including anti-corruption,
whistleblowing, human rights,
and supplier relations.
The purpose of the Code is to
clearly articulate our ethical
standards and provide employees
with a guide to what is expected
of them in their behaviour and
business activities. It provides
information on how they can get
help, as well as guidance on their
duty to report concerns when
they are identified, basic ethical
and legal responsibilities, and
issues relating to employees,
customers, shareholders, and
the community. New employees
are required to review the Code
when they start work and sign
the acknowledgement form
to confirm that they have
read and understood it.
All employees receive up-to-
date information on the Group’s
management policy. We conduct
ongoing training to get familiar
with any policy changes.
Anti-bribery and corruption
We are committed to maintaining
the highest ethical standards
and will not tolerate bribery
or corruption in any form. Our
approach is reflected in the Group’s
Code of Ethics, which sets out the
standards of conduct expected.
Our Anti-Bribery and Corruption
Policy ensures that all our business
is conducted in an honest and
ethical manner and in compliance
with the law. The policy applies
to all Global Ports employees
as well as those working on
our behalf in any capacity.
1 For detailed information about the Company’s corporate governance structure and bodies as well as risk management, please see
the Corporate Governance section on page 42 of this Annual Report.
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Annual Report 2022 Global Ports Investments PLC About Global Ports
Strategic Report
Corporate Governance
Additional Information
To ensure fairness
and transparency in the bidding
process, all requests for bids
are published on the websites
listed above. The Group conducts
periodic reviews and audits
of its suppliers to ensure
compliance. The procurement
department continues to monitor
the development of responsible
procurement practices.
In 2022, Global Ports developed
and implemented the Supplier
Code of Conduct to inform current
and potential counterparties
of the basic principles of Global
Ports and the companies
it manages. The document states
that the Company considers
sustainable development
an important condition
for doing business due to such
corporate values as team unity,
professionalism, and safety. When
selecting suppliers, the Company
gives preference to those that
are committed to sustainable
development, taking into account
the results of assessments on
relevant indicators throughout
the supply chain as a tool to
ensure it. In accordance with the
United Nations Global Contract, a
sustainable supply chain involves
responsible interaction with
suppliers and management about
the environmental, social, and
economic impacts of business
decisions throughout the entire
lifecycle of goods and services.
The Company highlights the
following areas for creating a
responsible supply chain:
Environmental impact
Waste reduction
Human rights
Increasing the transparency
of the supplier base
Procurement
Operational and
product innovations
Logistics and distribution
Facility management
MC Global Ports maintains equal
business relationships with
suppliers and encourages them
to work in compliance with the
principles specified in this Code.
Global Ports Supplier
Code of Conduct
Hotline for reporting
violations
Key topics
of the enquiries
Global Ports encourages its
employees, clients, and other
stakeholders to report any
potentially unethical, unlawful, or
suspicious conduct or practices.
The Group has a confidential
whistleblowing service open
24/7, which offers a variety of
ways to report concerns:
Via a dedicated email address
Via an anonymous call
to a toll-free number
Via a face-to-face meeting with
a senior member of the Group’s
Internal Audit Department
responsible for managing
the whistleblowing service
Details of the whistleblowing
service are available on the
Group’s website, as well as on
information boards located in
the offices and in prominent
places at the Group’s terminals.
The service is run by the Internal
Audit Department, which operates
independently of management and
reports directly to the Board’s Audit
and Risk Committee. The chairman
of the Audit and Risk Committee is
informed of all enquiries received
and recommended follow-up actions.
Hotline for Reporting
Violations
10% (1 out of 10)
60% (6 out of 10)
30% (3 out of 10)
Poor service
Operational issues
Other
All referrals are immediately
logged by the Internal Audit
Department, which manages
the service. The appeals are
then evaluated to decide
whether further investigation is
required by the Internal Audit
Department or by management
at the appropriate level.
Regardless of how concerns are
raised, all reports are treated
confidentially and investigated
thoroughly and impartially,
while always ensuring the
complainants’ anonymity and
protection against retaliation.
The Head of the Internal
Audit Department presents
all investigation findings and
follow-up actions to the Board’s
Audit and Risk Committee.
In 2022, we received 10 calls to our
corporate hotline. All enquiries
were investigated and the results
were communicated to the
Audit and Risk Committee and
senior management with the
appropriate follow-up action.
None of the calls received
by the hotline contained
allegations of fraud, corruption,
wrongdoing, or misconduct.
Responsible procurement
We aim to develop strong supplier
relationships, working together
to maintain the highest ethical
standards. This is an important
part of our sustainability approach
and risk management system.
We expect suppliers to comply
with the Group’s high ethical
standards and behaviour, which
are set out in the Group’s Code of
Ethics. The Group’s procurement
policy prescribes the fundamental
principles of working with suppliers.
When carrying out procurement
for the Group’s terminals, the
procurement department of
Global Ports Management adheres
to the following principles:
Full compliance with
the legislation of the
Russian Federation
Competitiveness and
transparency
Supplier selection based
on price, quality, and the
promptness of delivery
Total operating costs
All procurement information
is posted on the electronic
trading platforms www.etprf.ru
and www.fabrikant.ru, as well as
on the website of the electronic
information system zakupki.gov.ru.
In 2022, Global
Ports developed
and implemented
the Supplier Code
of Conduct
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Annual Report 2022 Global Ports Investments PLC
About Global Ports
Strategic Report
Corporate Governance
Additional Information
3. CORPORATE GOVERNANCE
Transparency
as a priority
Global Ports believes that
transparency of corporate
governance is essential
for its effective functioning.
9
Members of the Board of Directors
2
Independent Directors
3
Committees
Annual Report 2022 Global Ports Investments PLC Corporate
governance
Global Ports is developing and improving its corporate governance system
with a commitment to complying with the best international and Russian
standards.
Global Ports’ corporate governance system consists of a
set of principles and rules that aim to ensure the Company’s
efficient management and safeguard the rights and legitimate
interests of shareholders and other stakeholders.
Corporate Governance Structure1
Board of Directors
Chairman
Leads the Board and
ensures its effectiveness
9 Members
2
Independent Directors
Chaired by
Independent Director
Chaired by Non-Executive Director
Audit and Risk
Committee
Nomination and
Remuneration Committee
Strategy Committee
3 Members, including
2 Independent Directors
3 Members, including
1 Independent Director
3 Members, including
1 Independent Director
Secretary of the Board of Directors
Ensures that Board procedures are respected and that information flows between the Board
and the management team
Chief Executive Officer and Executive management
Internal audit
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Board of Directors
The Company is governed by its
Board of Directors (the Board),
which is collectively responsible
to shareholders for the Group’s
short- and long-term sustainable
success, generating value for
shareholders, and contributing to
the broader society as a whole.
Its responsibility is to promote
adherence to best corporate
governance practices.
The Board’s role is to provide
entrepreneurial leadership for the
Group by establishing its goals,
values, and strategy, identifying
corporate governance standards,
aligning these standards and
the Group’s culture, ensuring
that the necessary financial
and human resources are in
place for the Group to meet
its objectives, and reviewing
management performance.
The Group seeks directors with
strong track records and a deep
understanding of the industry.
The Board identifies the Group’s
values and standards and ensures
all obligations to shareholders
are understood and met.
9 Members of the Board
of Directors
2
Independent Directors
3
Committees
50 years
Board average age
24 years
Board age range
Board independence, %
Tenure of the Board, %
67
11
22
Non-Executive Directors
Executive Directors
Independent Non-Executive
Directors
44
44
11
< 1 year
1–4 years
> 4 years
Directors’ superior mix
of knowledge
and experience
Board's gender
ratio, %
7
3
1
6
Transportation & Logistics
Risk management
Sustainable development
Other
11
89
Women
Men
1 As at 31 December 2022.
44
45
Annual Report 2022 Global Ports Investments PLC The Board ensures that the
Group establishes a framework
of prudent and effective
controls, which enables risks
to be assessed and managed,
and maintains a sound system
of internal control, corporate
compliance, and enterprise risk
management to safeguard the
Group’s assets and shareholders’
investments in the Group.
The roles and responsibilities of
the Chairman, senior independent
director, Board, and committee
members are set out in writing
in the terms of reference of the
Board and its committees. The
latest version of the terms of
reference of the Board of Directors
was approved by shareholders
on 18 June 2019 and is available
on the Company’s website.
Code of ethics and conduct
The Code of Ethics was approved
by the Board of Directors on
8 December 2016 and was
introduced at the Group’s
companies throughout 2017.
The third version of the Code of
Ethics was adopted by the Board
on 18 August 2020 and aims to
simplify and update the Group’s
mission, values, and standards
of corporate engagement.
Global Ports’ code of ethics and
conduct outlines the general
business ethics and acceptable
standards of professional
behaviour that we expect of all
our directors, employees, and
contractors. This code, which
is given to all new staff as part
of their induction, means that
everyone at Global Ports is
accountable for their own
decisions and conduct. In
addition to general standards of
behaviour, the code covers fraud,
corruption, ethics, and conflicts
of interest with reference to
detailed policies. Employees and
external parties are encouraged
to report any suspected
violations via various channels,
including a dedicated hotline.
The code is available to all staff
on Global Ports’ website (in the
Corporate Governance section)
and at the HR department at
every operating facility. We
also have other more detailed
rules concerning our anti-fraud
and whistleblowing policies.
Terms of reference
of the Board of Directors
The Board is updated on a regular
basis about any violations of
various policies with a specific
focus on fraud incidents and
actions taken, although significant
violations have to be reported
to the Board immediately.
Code of Ethics
on Global Ports’
website
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Members of the Board of Directors
The Board of Directors leads
the process of making new Board
member appointments and makes
recommendations about
appointments to shareholders.
In accordance with the Board’s
terms of reference, all directors
are elected by shareholders
at the first Annual General
Meeting after their appointment,
and re-elected for intervals
of no more than one year.
Any term beyond six years
for a non-executive director
is subject to a particularly
rigorous review, and takes
into account the need to update
the Board on a regular basis.
The Board currently has
nine members.
There were no significant
changes in the responsibilities
of the directors in 2022 except
for committee membership.
There is no provision in the
Company’s Articles of Association
for the retirement of directors by
rotation. However, in accordance
with the Board’s terms of
reference and the resolutions
adopted by shareholders at
the Annual General Meeting on
10 June 2022, all current directors
will be re-elected at the next
Annual General Meeting of
the Company’s shareholders,
which will take place in 2023.
The Company has O&D
insurance for Board members.
The Company has O&D insurance
for Board members
Chairman of the Board of Directors
The Chairman of the Board
of Directors is responsible for
ensuring that Board meetings are
held when necessary, leading
the directors, ensuring their
effectiveness, and reviewing
the agenda of Board meetings.
Together with the secretary of
the Board, the Chairman reviews
Board materials before they
are presented to the Board and
ensures that Board members are
provided with accurate, timely, and
clear information. The members of
the management team who have
prepared the papers or who can
provide additional insights into
the issues being discussed are
invited to present papers or attend
Board meetings at the relevant
time. Board members regularly
hold meetings with the Group’s
management to discuss their work
and evaluate their performance.
The Chairman monitors
communications and relations
between the Group and its
shareholders, the Board and
management, and independent
and non-independent directors,
with a view to encouraging
dialogue and constructive relations.
The Chairman must demonstrate
objective judgement and promote
a culture of openness and debate.
In addition, the Chairman ensures
constructive Board relations
and the effective contribution
of all non-executive directors.
The Group separates the
positions of the Chairman and
CEO to ensure an appropriate
separation of roles and duties.
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Annual Report 2022 Global Ports Investments PLC Board committees
Starting in December 2008,
the Board of Directors had
three committees: the Audit
and Risk Committee, Nomination
Committee, and Remuneration
Committee. The Board reorganised
the committees in June 2019:
the Nomination Committee
and Remuneration Committee
were merged into a single
committee, and a new Strategy
Committee was established.
Audit and Risk Committee
The Audit and Risk Committee
consists of three non-executive
directors, two of whom
are independent, and meets
at least four times a year.
The committee is responsible for:
Monitoring the integrity
of the Company’s financial
statements and any formal
announcements concerning
its financial performance
and assessing whether
appropriate accounting
policies have been adopted
and whether management
has made appropriate
estimates and judgments
Reviewing the Company’s
internal financial controls
as well as its internal control
and risk management systems
Monitoring and reviewing
the effectiveness
of the Company’s internal
audit function and approving
the annual work plan
Making recommendations
to the Board about
the appointment,
reappointment, and removal
of the external auditor,
and giving recommendations
concerning remuneration and
the external auditor’s terms
of engagement for audit
and non-audit services
Reviewing and monitoring
the external auditor’s
independence and objectivity
Reviewing the effectiveness
of the external audit process
Reporting to the Board
on how it has performed
its responsibilities
In 2022, the Audit and Risk
Committee met nine times (12 times
in 2021) to consider and discuss,
inter alia, the following significant
issues and matters, including
those listed above, among others:
Meetings with internal auditors
to discuss the results of their
audits and ad-hoc reviews,
working plans, and progress
in monitoring the execution of
internal audit recommendations
Meetings with external
auditors to discuss matters
related to their audit work
and any issues arising from
their audits and reviews
Discussion of the level of clarity
and completeness of disclosures
in financial statements
with the management
and external auditors and
making the appropriate
recommendations to the Board
Assessment of the external
auditor’s effectiveness by
discussing the audit approach
and audit plan, monitoring
compliance with the plan,
receiving feedback from
The Audit and Risk Committee consists
of three non-executive directors, two of whom
are independent
members of the management
team involved in the audit
process, assessing the internal
resources allocated by the
external auditor and the key
risks identified during the audit
process and their mitigation
measures, review of the
auditor’s management letter,
and consideration of the level
and quality of communication
between the external
auditor and the committee
during the audit process
Consideration of key issues
and areas of judgement with a
particular focus on impairment
models and the impact of
new IFRS standards on the
Company’s financial statements.
The committee is tasked
with considering impairment
models with a comparison of
short-, medium- and long-term
forecasts and understanding
what impact the new standards
would have on financial
statements and the Group’s
compliance with covenants
Review of public materials
containing financial information
to determine whether they
are consistent with financial
statements, disclosure and
transparency requirements,
and the Board’s view on
the Group’s medium- and
long-term development
Consideration of various
reports from management
Review and discussion of
major risks. The committee
had meetings with the Risk
Management of GPM to discuss
the preparation of kеу risks and
risk and internal controls matrices
Review updates on GDPR
and sanctions compliance
requirements
Review of IT risks
Review of the centralisation
of the Group’s functions
About Global Ports
Strategic Report
Corporate Governance
Additional Information
The Nomination and Remuneration Committee
consists of three directors, one of whom
is independent
Remuneration payable
to Board members
New compensation payable
to the Group’s senior
management team and key
management team members
of the Group’s companies.
In determining the level of
compensation for the Group’s
key senior management, the
Committee considers the
level of skills and expertise,
the position and scope of
work and responsibilities,
and the market levels
for similar positions
Approval of management’s
proposal for optimising
the work schedule
Approval of management’s
proposal for changes to the
key rules for awarding and
payment of the Global Ports
Group’s performance-
based bonuses
In 2022, the Nomination and
Remuneration Committee
paid critical attention to the
long- and mid-term incentive
plans as a component of
executive compensation, talent
management, remuneration
for Board members and
changes to the key rules
for awarding and payment
of the Global Ports Group’s
performance-based bonuses.
The committee handles
onboarding for new directors,
identifies the framework for
succession planning and talent
management, and manages
the annual Board performance
evaluation process to ensure
its increased effectiveness.
The Nomination and Remuneration
Committee, as of the date of this
report, consists of three directors,
one of whom is independent.
The Committee meets at
least once each year.
In 2022, the Nomination and
Remuneration Committee met
14 times (13 times in 2021):
To discuss and recommend
candidates for the Board
and its committees, including
candidates to be elected
as new independent non-
executive directors
To discuss and recommend
candidates to be elected as
the new chairman of the Board
To discuss management
succession and the talent
development programme
To discuss the long-
and mid-term incentive
plans as a component of
executive compensation
To discuss and recommend
to the Board:
Appointment of a new chief
commercial officer of Global
Ports Management LLC,
the chief human resources
officer of Global Ports
Management LLC, and
the managing director of
Petrolesport JSC and First
Container Terminal Inc.
Receive updates on tax-
related matters
Review charitable activities in
2022 and the budget for 2023
Review various other
compliance-related matters
Consideration of the external
auditors’ performance and
recommendations to the Board
to propose KPMG Limited
as the Company’s auditor
for the 2022 fiscal year
Consideration and
recommendations to the Board
of Directors to approve the
amended and restated terms of
reference of the Audit and Risk
Committee and the amended
and restated Authority Matrix
Nomination and
Remuneration Committee
The Nomination and Remuneration
Committee of the Board of
Directors assists the Board
in performing its corporate
governance responsibilities
with respect to the nomination,
appointment, and remuneration
of all Board directors and the
Chairman as well as the senior
executive management of the
Company and its subsidiaries and
joint venture companies, oversees
the development of a diverse
pipeline for succession, and
evaluates the performance of the
Board, its committees, the Board
Chairman, and individual directors.
The committee’s main objective
is to determine the framework
and policy for the nomination
and remuneration of independent
non-executive directors, executive
directors, and senior company
executives, ensuring consistency
with the Company’s talent
strategy, remuneration policy,
market trends, and commitment
to diversity and inclusion.
48
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Annual Report 2022 Global Ports Investments PLC Strategy Committee
Per its Terms of Reference, the
committee meets at least once
each year. As of the date of this
report, the Strategy Committee
consists of three directors, one of
whom is independent. The Strategy
Committee‘s Terms of References
were updated at the end of 2021.
The committee assists the Board
in performing its corporate
governance responsibilities
in terms of identifying and
overseeing the Global Ports
Group’s strategy and strategic
initiatives, which must be
approved by the Board as
necessary, and in providing
oversight on the implementation
and development of the
strategy and strategic initiatives
by executive management.
The committee was formed
to foster a cooperative and
interactive strategic planning
process between the Board
and executive management.
The Strategy Committee consists
of three directors, one of whom
is independent
In addition, the Strategy Committee
reviewed and discussed strategic
priorities and strategic targets,
the competitive environment
and the Group’s reaction to
it, strategic risks and ways
to mitigate them, functional
strategies and action plans for
their execution, various strategic
projects in the pipeline, and the
development of the ESG Strategy.
In 2022, the Strategy Committee
met eight times (13 times
in 2021) to consider and give
recommendations to the
Board for the approval of:
Various investment proposals,
including the acquisition
of SPIKA LLC (land plot
located next to VSC)
Updated and restated
capex budget for 2022
Cash-free swap deal with
CMA Terminals S.A.S. as a part
of the further optimisation
of the Group’s structure
Conversion of the
Company’s share premium
into retained earnings
Terms of issuance of new
rouble-denominated bonds
by VSC to refinance the
GPF-2023 Eurobonds
Non-executive
and independent directors
Independent directors have
no relationship with the Group,
its affiliated companies, or
their officers. This means
they can exercise objective
judgment on corporate affairs
independently of management.
Although all directors have
equal responsibility for the
Group’s operations, the role of
independent non-executive
directors is particularly important
in ensuring that the management’s
strategies are constructively
challenged. In addition to ensuring
the Group’s strategies are fully
discussed and examined, they
must take into account the long-
term interests, not only of major
shareholders but also of GDR
holders, bondholders, other
lenders, employees, customers,
suppliers, and the communities in
which the Group does business.
Non-executive directors should
meet without the Сhairman present
at least once a year to assess the
Chairman’s performance and on
other occasions as necessary.
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Board performance
The Board meets at least five
times a year. Regular meetings
are scheduled at the start
of each year. Ad hoc meetings
are called when there are pressing
matters that require the Board’s
consideration and decisions
in between the scheduled meetings.
In 2022, the Board formally
met 16 times (12 times in 2021)
to review its current performance
and discuss and approve
important business decisions.
In 2022, the Board met
to discuss and approve
important business decisions,
which, inter alia, included:
FY2021 financial
statements, 1H 2022 interim
financial statements
and the Annual Report
Review of the financial
and operational
performance of segments
Consideration of the 2023
financial budget, major risks,
uncertainties, commercial
strategy, corporate social
responsibility, and the internal
control framework
Changes in the Group’s
management and the Board
Revision and adoption of
various Group-wide policies
and regulations, namely the
amended and restated the
Group’s corporate accounting
policy guidelines, the amended
and restated terms of reference
of the Audit and Risk Committee,
the amended and restated
authority matrix, and the key
rules for awarding and payment
of the Global Ports Group’s
performance-based bonuses
Consideration of various
compliance matters
Consideration and
approval of the revision
of external and internal
financing arrangements and
organisational restructurings
Consideration and approval of
new financing arrangements,
e.g., the issuance of VSC
bonds to refinance the
Eurobonds 2023, and the
approval of the Eurobonds
2023 refinancing step-plan
Consideration and approval
of major capital expenditures
and investment projects
Consideration and approval
of various resolutions related
to the operations of the
Company’s subsidiaries
and joint ventures
The activities of the Board, its
committees, and individual
directors are subject to regular
evaluation. The performance of
the Board and individual directors
may be evaluated through a self-
assessment, cross-assessment,
or by an external third party.
The non-executive directors,
led by the senior independent
director, are responsible for
the performance evaluation
of the Board Chairman.
The Board did not hire any
external advisors to evaluate its
performance in 2021 and 2022.
In 2022, the Board did not
conduct a self-assessment.
16 meetings
of the Board in 2022
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Annual Report 2022 Global Ports Investments PLC
Board diversity policy
Managing director
The Company does not have
a formal Board diversity policy
with regards to such matters
as age, gender, or educational
and professional backgrounds,
but the Board is fully committed
to diversity within the Group.
Following best practices,
these aspects are taken
into account when making new
appointments and considering
the current members
of the Board of Directors.
As of the publication date of these
financial statements, the Board
had one female representing 11%
of the total number of directors.
The average age of the directors
is 50 years with a range from 38
to 62 years. The Board has the
necessary balance of skills and
expertise to run the Company
and the Group. The Board
members have the following
educational backgrounds: port
and transportation industry,
accounting and financial,
banking sector, and legal. Three
nationalities are represented on
the Board. The Board members
reside in three countries.
The Board empowered the
managing director to conduct
all affairs associated with the
Company’s business within the
managing director’s purview. It
has also authorised the managing
director to carry out other
management duties associated
with the Company’s ordinary
activities, including representing
the Company before any
government or public authority.
The decisions for all other matters
are reserved for the Board.
The Board is fully committed to diversity
within the Group
Company secretary
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Board and management remuneration
payment of the Global Ports
Group’s performance-based
bonuses adopted by the Board
on 15 June 2016 and is regularly
updated, with the last update
made on 15 December 2022. The
Nomination and Remuneration
Committee monitors the
efficiency of the rules and makes
recommendations to the Board on
their amendment and revision.
Non-executive directors serve on
the Board pursuant to their letters
of appointment. Such letters of
appointment specify the terms of
appointment and the remuneration
of non-executive directors. Only
independent non-executive
directors receive remuneration.
The levels of remuneration for
independent non-executive
directors reflect their time
commitment, responsibilities of
their role, and membership in the
respective Board committees.
Directors are also reimbursed
for expenses associated with
the performance of their duties.
Directors are not eligible for
bonuses, retirement benefits, or
to participate in any incentive
plans offered by the Group.
Additional remuneration
is paid to independent
non-executive directors for
their membership in and
chairmanship of the committees.
The Company’s shareholders
approved remuneration for
Board members on 29 June 2018,
30 December 2019, 16 April 2020,
29 May 2020, 22 October 2021,
10 June 2022, and 29 July 2022.
Neither Board members, nor
management has long-term
incentive plans. However, the
performance-based part of
the remuneration of senior
management is aligned with the
strategic goals and initiatives
approved by the Board.
The performance-based part
of the remuneration of key
management is based on the
key rules for awarding and
The Group has a secretary, who
is responsible for safeguarding
the rights and interests of
shareholders, including the
establishment of effective and
transparent arrangements for
securing the rights of shareholders.
Team Nominees Limited has
served as the Company’s
secretary since the Group’s
incorporation in February 2008.
The secretary’s responsibilities
include ensuring compliance
by the Group, its management
bodies, and officers with the
law and the Group’s charter and
internal documents. The secretary
organises the communication
process between the parties
involved in corporate relations,
including the preparation and
holding of general meetings,
the storage, maintenance, and
dissemination of information
about the Group, and the
review of communications
from shareholders.
Internal audit
The internal audit function is
carried out by Group’s Internal
Audit Service (IAS). It is responsible
for analysing the systems of risk
management, internal control
procedures, and the corporate
governance process for the
Group with a view to obtaining
a reasonable assurance that:
Risks are appropriately
identified, assessed,
responded to, and managed
Interaction with various
governance groups
occurs as needed
Significant financial,
managerial, and operating
information is accurate,
reliable, and timely
Employee’s actions comply
with policies, standards,
procedures, and applicable
laws and regulations
Resources are acquired
economically, used efficiently,
and adequately protected
Programmes, plans, and
objectives are achieved
Quality and continuous
improvement are fostered in
the Group’s control process
Significant legislative or
regulatory issues impacting
the Group are recognised
and addressed properly
The internal audit function is
implemented through the Internal
Audit Department of Global Ports
Management Company. The
Internal Audit Department head
functionally reports to the Audit
Committee of the Company's
Board of Directors. In its work,
the Internal Audit Department is
guided by the provisions of the
International Professional Practices
Framework of Internal Audit, which
was developed by the International
Institute of Internal Auditors.
The work of the Internal Audit
Department is governed by the
Regulations on the Internal Audit
Department and the Regulations
on the Audit Committee of the
Company’s Board of Directors.
An external quality assessment
review was conducted for Global
Ports’ internal audit function in 2021
by one of the Big Four companies.
The assessment concluded that
“internal audit generally conforms”1
with the International Standards
for the Professional Practice of
Internal Auditing issued by the
Institute of Internal Auditors. The
rating “generally conforms” means
that the internal audit function has
1
“Generally conforms” is the best possible rating that can be awarded as the result of an external quality assessment suggested
by the Standard 1320 – Reporting on the Quality Assurance and Improvement Program of the International Standards for the
Professional Practice of Internal Auditing developed by the Institute of Internal Auditors.
52
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Annual Report 2022 Global Ports Investments PLC
a charter, policies, and processes,
which are judged to be in
conformance with the standards.
Recommendations for enhancing
the function have been provided
and are being implemented.
The company has a hotline for
reporting violations. Operational
support for the hotline operation
is provided by the Internal Audit
Department of Global Ports.
More about the hotline
for reporting violations
on p. 40
External audit
An external auditor is appointed to
review the integrity of the Group’s
financial statements based on
a proposal by the Audit and Risk
Committee of the Board of Directors
at Global Ports’ Annual General
Meeting of Shareholders. The
selection of the external auditor
is subject to the requirements
of the Company’s Policy on
Assessing the Independence and
Impartiality of the External Auditor.
The policy establishes requirements
for an auditor’s independence and
objectivity as well as the rotation
of the auditor and key members
of the audit team in line with
the recommendations of the
International Ethics Standards
Board for Accountants (IESBA). The
policy also sets out a list of non-
audit services that the external
auditor may not provide to the
Group’s companies in order to
ensure audit independence.
KPMG Limited was appointed as
the Company’s auditor at the
Annual General Meeting held
in 2022. The appointment of the
Company’s auditor for 2023 audit
reporting will be considered at the
Annual General Meeting in 2023.
The external auditor did not
provide any non-audit services
to the Group’s companies in 2022.
Remuneration paid to the auditor
amounted to USD 685,000.
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Shareholder engagement
The main principles of the Group’s
disclosure approach are the
regularity, efficiency, availability,
reliability, completeness,
balance, integrity, and safety of
information resources. Global
Ports ensures the transparency
of corporate procedures and
informs shareholders in a timely
manner about events that may
affect the Company’s business.
At an Extraordinary General
Meeting, Global Ports
shareholders approved a
decision on the Company’s
re-domiciliation, a change in
the legal regime of its country
of incorporation to the Russian
Federation, and the Company’s
continued operation as a legal
entity in the Russian Federation
in accordance with the laws of
the Russian Federation. Since
the majority of the Group’s
terminals and all of its cash
generating assets are located
in Russia, the continuation of
the Company as a legal entity
through re-domiciliation will
simplify Global Ports’ governance
structure and cash flow
management within the Group.
With the change in the legal
regime of the Company’s country
of incorporation to the Russian
Federation and its continuation
as a legal entity in the Russian
Federation under Russian law,
Global Ports will become a Russian
company and will be required to
terminate its global depositary
receipts (GDR) programme in
order to comply with Russian
law. These provisions prohibit
the circulation of depositary
receipts for shares in Russian
companies outside Russia and
require the termination of existing
depositary receipt programmes.
In February 2023, the Group
submitted a request to the
Financial Conduct Authority to
delist the Company’s GDR and
also submitted an application
to the London Stock Exchange
(LSE) to cancel the admission of
the Company’s GDR to trading
on the LSE’s main listed securities
market as of 8 a.m. (London time) on
11 April 2023. The Company has also
submitted notice to the depositary
bank of the GDR programme,
JP Morgan Chase Bank, N.A., on
the termination of the GDR Deposit
Agreement dated 28 June 2011
with effect from 11 April 2023.
To enable more holders to cancel
their GDRs, the Company has
submitted a new notice to the
depositary bank about its decision
to change the deposit agreement
termination date to 12 June 2023.
The Company intends to ensure
that the rights and legitimate
interests of its shareholders
are respected regardless of
whether they intend to remain
shareholders or withdraw from
the Company’s share capital.
At an Extraordinary General Meeting, Global
Ports shareholders approved a decision
on the Company's re-domiciliation
54
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Annual Report 2022 Global Ports Investments PLC Risk management
The Company conducted an
internal maturity assessment of
the Risk Management System
in 2021. It was assessed as
Monitored. This rating was
confirmed in 2022. In the future,
Global Ports plans to develop
and improve its risk management
and internal control system.
In organising its Risk Management
System (RMS), the Group is guided
by the methods outlined in
GOST R ISO 31000 ‘Risk Management.
Principles and Guidelines’.
The organisational structure
of the Company’s RMS ensures
the following vertical and
horizontal information flow:
Information coming vertically
from the bottom up provides the
Company’s Board of Directors
and management with data on
day-to-day operations and risks
taken in the course of operations,
how to assess and monitor
them, response methods, and
the level of risk management
Top-down decisions ensure
that the goals, strategies, and
objectives are communicated to
the Company and the Group’s
companies through the decisions
of the Board of Directors and
management, as well as the
approval of documents on risk
management at the Company
The horizontal transfer of
information implies interaction
between the Company’s
structural units and its companies
that are responsible for risk
management activities
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Key risks and measures to manage them
Global Ports is exposed to a
variety of risks and opportunities
that can have commercial,
financial, operational, and
compliance impacts on its
business performance, reputation,
and operating licence. The
Board recognises that creating
shareholder value involves
accepting risk. Effective risk
management is thus critical to
achieving the corporate objective
of delivering long-term growth and
added value to our shareholders.
Global Ports bases its risk
management activities on a series
of well-defined risk management
principles that are derived from
experience, best practices, and
corporate governance. The Group’s
enterprise risk management
(ERM) processes are designed
to identify, assess, respond to,
monitor, and, where possible,
mitigate or eliminate threats to the
business caused by changes in
the business, financial, regulatory,
and operating environment.
The Board has overall oversight
responsibility for GPI’s risk
management and establishing a
framework of prudent and effective
controls. As such, it systematically
monitors and assesses the
risks inherent in the Group’s
performance and the delivery of
the GPI strategy. When a risk has
been identified and assessed,
the Group selects the most
appropriate risk measure available
in order to reduce the likelihood
of its occurrence and mitigate
any potential adverse impact.
The Board delegates the
responsibility for effectively
implementing and maintaining
the risk management system
to the Chief Executive Officer
of Global Ports Management LLC.
Day-to-day responsibility for
risk management lies with the
management team. The Audit
and Risk Committee is authorised
by the Board to monitor, review,
and report on the organisation,
functionality, and effectiveness
of the Group’s ERM system.
Risk management structure
Risk heat map in 2022 and 2023
Strategic level
Board of Directors
Audit Committee
Management
Chief Executive Officer
Coordination level
Operational level
Risk-manager
Risk owners
Activity performers
Other functions
3 main directions of information flows:
Risk information, risk mitigation measures, monitoring results, incident information, reporting
Decisions and requests to update risks in case of inconsistencies in information, approval of key risk
management actions
Cross-functional communication: information exchange between functions within the risk management process
t
c
a
p
m
I
h
g
H
i
i
m
u
d
e
M
w
o
L
7
13
1
2
3
11
14
15
6
12
4
5
9
10
16
19
8
17
18
Low
Medium
Likehood
High
Risk level is growing
Risk level is stable
Risk level is reducing
1. Market conditions
2. Competition
3. Political, geopolitical, military
conflicts, and economic
and social instability
4. Coronavirus (COVID-19)
5. Land lease for terminals
operations
6. Customer profile
and concetration
7. Reliance on third parties
8. Tariff regulation
9. HR management
10. Occupational safety and health
11. Environment
12. Information technology
and security
13. Regulatory compliance
14. Changes in regulations
15. Conflict of interest
16. Legal and tax risks
17. Currency risks
18. Credit risk
19. Debt, leverage, and liquidity
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Annual Report 2022 Global Ports Investments PLC
Global Ports is exposed to a variety
of risks, which are listed below.
The order in which these
risks are presented is not
intended to be an indication
of the probability of their
occurrence or the magnitude
of their potential effects.
Not all of these risks are within
the Group’s control, and the list
cannot be regarded
as exhaustive, since other
risks and uncertainties may
emerge in the changing external
and internal environment, which
could have a material adverse
effect on the Group’s ability to
achieve its business objectives
and deliver its overall strategy.
Risk management approach
The Group has responded to throughput volatility
on the container market by:
• • Focusing on quality and value-driven services (getting
closer to the customer)
• • Placing a greater focus on balancing export
and import container flows as well as the cargo mix
• • Offering operational flexibility to all clients
via operational excellence
Investing in infrastructure development and equipment
• •
• • Terminating of coal handling operations at VSC
to optimise container holding
• • Applying effective cost containment
• • Developing IT solutions
• • Adopting new revenue streams and attracting new
cargoes
Risk factor
Strategic risks
Market conditions
Global Ports’ operations are dependent on the global
macroeconomic environment and resulting trade
flows, including container volumes in particular.
Container market throughput is closely correlated
to the volume of imported goods, which is driven
by domestic consumer demand and influenced
by Rouble currency fluctuations against the US dollar/
Euro, and exported goods, which in turn correlate
with fluctuations in the Russian rouble exchange rate
and trends on global commodity markets.
The Group remains exposed to the risk of contraction
in the Russian and world economy, which, if
it were to occur, could further dampen consumer
demand and lead to a disruption in the container
market, which could have an adverse impact
on the Group.
As part of Russian and world logistics chains,
the Group’s terminals are exposed and feel the impact
of the disruptions and disbalances in these logistics
chains caused by COVID-19 and such cases like
the Ever Given accident.
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Risk factor
Risk management approach
Competition
Barriers to entry are typically high in the container
terminal industry due to the capital-intensive nature
of the business. However, challenging market trading
conditions mean that competition from other
container terminals continues to be a significant
factor, which is also supported by the existing excess
capacity in the market, i.e., in northwest Russia. Further
consolidation between container terminal operators
and container shipping companies, the creation of
new strategic alliances, the introduction of new/
upgraded capacity, and carrier consolidation could
result in greater price competition, a lower utilisation
rate, and potential deterioration in profitability.
Strategic international investors may develop or
acquire stakes in existing competitor container
terminals in Russia, which could bring new expertise
into the market and divert clients and cargoes away
from the Group.
Also, beneficial cargo owners may optimise their
logistics chains and decide to control them, which
may lead to changes in the competitive environment.
Given the historically high margins in the Russian
container handling industry, this trend may continue,
which is demonstrated by growing competition in
the Russian Far East, where a number of new projects
were announced at the Far Eastern Economic Forum in
September 2021. Though we do not expect the market
to have new major capacities in the next 3–4 years, the
conversion of some of the existing terminals into the
container handling facilities has already started.
The Group actively monitors the competitive landscape
and adjusts its strategy accordingly, i.e., the Group
prioritises building close long-term strategic relationships
with its leading customers (locally, regionally, and with
headquarters).
The Group’s focus on service quality is a key differentiator
from its competitors, and the Group believes this is one of
its key competitive advantages.
The Group continues to invest in its terminals and
infrastructure to ensure competitive levels of service. It
takes a long-term approach to managing its network of
terminals, which represent core infrastructure assets in
Russia with an expected operating lifespan of 10 to 20
years and beyond. The Group owns a significant land
bank, which gives it flexibility should market conditions
require it. The Group has a capital expenditure level that
is in line with the requirements needed to maintain the
effective development of its existing capacity. The Group
has developed long-term operating master plans for
each of its terminals, which enable it to react quickly in
the event of additional market demands being placed on
its facilities’ infrastructure and equipment. The Group’s
healthy cash flow generation and decreasing leverage
allow for financial flexibility in terms of the timing and size
of the required capital expenditure programme.
58
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Annual Report 2022 Global Ports Investments PLC Risk factor
Risk management approach
Risk factor
Risk management approach
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Political, geopolitical, military conflicts, and economic
and social instability
Geopolitical instability may cause a turbulence in the
Russian Economy. Therefore, an uncertain operating
environment resulting from social and political
instability could affect the Group’s profitability
and ability to sell its services due to significant
economic and political risks.
Certain government policies or the selective
and arbitrary enforcement of such policies could make
it more difficult for the Group to compete effectively
and/or impact its profitability.
The current geopolitical situation and conflict
surrounding Russia and Ukraine will adversely affect
the Group’s operations, i.e., the Group’s management
is aware that some shipping lines have announced
that they have temporarily suspend shipments
to and from the Russian Federation. It is possible that
other shipping lines will follow with similar restrictions.
The Group may also be adversely indirectly affected
by sanctions from US, EU, UK, and other jurisdictions
against Russian business/companies – measures
that have had and may continue to have an adverse
effect on the Russian economy and demand for goods,
commodities, and services as well as on the supply
of equipment and spare parts, interest rates,
and the RUB/USD exchange rate. Ongoing sanctions
could also slow down or make it very challenging
to process settlements with clients and suppliers
and to deal with certain persons and entities in Russia
or in other countries.
Following the sanctions that have already been
imposed on the Bank of Russia, its restrictions
for capital movements outside the Russian
Federation, and other developments in the Russia-
Ukraine confrontation, there is uncertainty about
the availability of refinancing options in 2023, when
the principal payments of the Eurobonds 2023 come
due. The situation is largely dependent on the actions
of the Russian government and Bank of Russia, which
are difficult to foresee.
In light of the geopolitical and macroeconomic
challenges that the ports industry has faced in recent
years, the Group has focused on improving its resilience,
in particular its ability to withstand short-term economic
fluctuations in Russia, as well as the broader regional
and global environment. This has included a strong focus
on cost containment measures and on strengthening
its financial position by refinancing its debt, switching
to longer maturities at fixed rates, executing investment
programmes ahead of time, and enhancing the resilience
of its treasury operations. In addition, the Group has
developed a growth strategy to embrace exports and new
revenue streams to counteract the impact of any decline
in consumer sentiment or any macro-economic downturn.
The Group has strengthened its system to monitor
compliance with restrictions imposed by international
sanctions and fend off the risk of secondary sanctions.
The Group continues to maintain an international base
of shareholders, bondholders, and business partners.
The Group’s management is closely monitoring events
in Russia and Ukraine, as well as the possible imposition
of further sanctions in connection with the escalating
confrontation and any growing tensions that Russia has
with the US, UK, and/or the EU. Management understands
what needs to be done in the current circumstances
and believes that it has the necessary resources to lead
the Group through these difficult times.
The Group has a strong track record in promptly
meeting all its debt obligations, successful refinancing,
and deleveraging and enjoys a high level of credibility
in local and international banking and capital markets
that we expect should support the Group in its efforts
to refinance in September 2023 or earlier.
The Group is not aware of any specific sanctions related
to its investments or operations.
Coronavirus (COVID-19)
In 2022, COVID-19 did not significantly affect the
operations of Global Ports as it did in the first year of
the pandemic, but new varieties and strains of the
virus continue to appear.
Despite the introduction of vaccination programmes,
as well as revaccination and preventive and anti-
epidemic measures, the risk of future outbreaks and
disruptions in business processes remains. Risks
include:
• • Non-compliance with security measures to
The Group’s risk mitigation measures are grouped into four
main priorities:
• • Protecting all employees (operational and
administrative) and communities: the implementation
of antiviral preventive measures recommended
by the Russian Federal Service for Surveillance on
Consumer Rights Protection and Human Wellbeing and
adopted by the GNR; social distancing; the scheduled
disinfection of premises; the use of personal protective
equipment; and maintaining a remote work mode for
certain staff members
counteract the spread of infection
• • Offering customer support: 24/7 uninterrupted
• • Lack of control over the health of employees
• • Lack of staff due to illness associated with
COVID-19 and other respiratory infections
Introduction of restrictive measures by the federal
and regional authorities
• •
operation (pier, yard, and gate), supporting and
protecting customer supply chains in Russia, and
increasing commercial and operational flexibility
• • Strengthening online channels, including the maximum
digitalisation of documentation and integration
with clients, further development of online solutions
to reduce the need for a client to be present at the
terminal, and an increase in the resilience of IT systems
to external shocks and cyberattacks
• • Ensuring the financial stability and safety of funds,
including the proactive management of costs and
receivables, the ability to effectively adapt to the
crisis and its consequences, stress testing of financial
performance and liquidity, and the revision of financial
plans
All of these measures have ensured that the Group's
terminals (pier, yard, and gate) remain 100% operational
for ship/cargo handling, and the Group's call and service
centres operate without interruption.
Operational risks
Leases of terminal land
The Group leases a significant amount of the land
and quays required to operate its terminals from
government agencies and to a lesser extent from
private entities. Any revision or alteration to the terms
of these leases, the termination of these leases, or
changes to the underlying property rights under these
leases could adversely affect the Group’s business.
Customer profile and concentration
The Group is dependent on a relatively limited number
of major customers (shipping lines, freight forwarders,
etc.) for a significant portion of its business.
The Group believes it currently has a stable situation
regarding its land leases, and its terminals have been
in operation for a number of years. The Group owns a
freehold on 66% of the total land of its terminals and 70%
of the land of its container and inland terminals in Russia.
The remainder is held under short and long-term leases
that are routinely renewable at immaterial costs.
The Group engages in an extensive and regular dialogue
with key customers and actively monitors changes that
might affect our customers’ demand for our services.
These customers are affected by market conditions
that could result in contractual changes and
renegotiations, as well as spending constraints, and
this is further exacerbated by carrier consolidation.
The Group has a clear strategy to reduce its dependence
on its major customers by targeting new customers,
increasing the share of business from other existing global
customers, and new cargo segments.
The Group also relies on the contribution from non-
container revenue by building its presence in marine
bulk cargoes, such as coal and scrap metal (the share of
non-container revenue was 22% and 17% in 2020 and 2021,
respectively).
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Risk management approach
Risk factor
Risk management approach
About Global Ports
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Reliance on third parties
The Group is dependent on services by third parties
that are outside its control, including all other
participants in the logistics chain, such as customs
inspectors, the supervisory authorities, Russian
Railways, rolling stock operators, and others,
and security procedures carried out at other port
facilities and by its shipping line customers.
Tariff regulation
Tariffs for certain services at some of the Group’s
terminals have in the past been regulated
by the Russian Federal Antimonopoly Service (FAS).
As a result, the tariffs charged for such services
were and may potentially in the future be subject
to a maximum tariff rate and/or fixed in Russian
roubles, since PLP, VSC, and FCT, like many other
Russian seaport operators, are classified as natural
monopolies under Russian law.
The Group strives to maintain a continuous dialogue
and cooperation with third parties across the supply
chain. In addition, its geographic diversification provides
it with some flexibility in its logistics, should bottlenecks
develop in one area.
All tariffs are set in Russian roubles. To the best
of the knowledge of the Group’s management, the Group
is in full compliance with tariff legislation.
The Group continues to monitor any legislative proposals
and regulatory actions that could lead to changes
in the existing tariff regulations and its natural monopoly
status. It is committed to a proactive dialogue
with the relevant Russian federal authorities. It believes
it is as well placed as any market participant to adapt
to any future changes in tariff regulation.
Human resources management
The Group’s competitive position and prospects
depend on the expertise and experience of its key
management team and its ability to continue
to attract, retain, and motivate skilled personnel.
A lack of skilled workers on the market and active
competitions could lead to a shortage of human
resources.
The Group annually reviews labour market trends
and aligns employee salaries and benefits at all levels
to foster and retain skilled labour.
The Group invests in the professional development
of its staff at all levels, including the introduction
of international best practices and internal development/
training programmes.
Industrial actions or adverse labour relations could
disrupt the Group’s operating activities and have
an adverse effect on performance results.
The Group engages in socially responsible business
practices and supports local communities.
Changes in work conditions as well as growing
competition on the labour market could lead to higher
staff turnover.
The Group regularly reviews employees’ satisfaction
and loyalty and implements measures to maintain these
metrics at a sufficient level.
The Group strives to maintain a positive working
relationship with labour unions at its facilities. Moreover,
it pursues overall labour policies that are designed
to provide a salary and COVID support benefit package
in line with our employees’ expectations.
Health and safety
Accidents involving the handling of hazardous
materials at the Group’s terminals could disrupt
its business and operations and/or subject the Group
to environmental and other liability.
The Group has introduced clear safety policies that
are designed based on international best practices
and benchmarks using such measures as Global
Minimum Requirements.
The risk of safety incidents is inherent
in the Group’s businesses.
The Group’s operations could be adversely affected
by terrorist attacks, natural disasters, or other
catastrophic events beyond its control.
Environment
The degradation of the environment
and the consequences from stringent environmental
regulations and investors’ sustainability expectations
could influence the profitability of the business.
Information technology and security
Any IT failure or incident could lead to major
disruptions in complex logistics supply chains. This
could materially affect the Group's ability to provide
services to customers, resulting in reputational
damage, the disruption of business operations,
or the failure to fulfil its contractual obligations.
Information security risks are associated
with the potential use of asset vulnerabilities
by specific threats, damages, or disruptions
in the performance of the Group’s companies.
The main information security risks have been
identified and described, and measures to manage
these risks have been identified.
The information security division identifies,
assesses, and predicts the sources of IT security
threats. It controls and evaluates the effectiveness
of the measures and means of protection that have
been taken and applied.
Safety is one of the Group’s top priorities. A safety
strategy and annual action plans have been developed
and are being implemented to build a sustainable safety
culture across the whole Group. The detailed roadmap
is designed to ensure the sustainable implementation
of a safety culture over the medium term.
The Group is constantly improving its safety practices
by involving employees in identifying and mitigating
potential safety risks.
Similarly, Global Ports works with all its stakeholders
to maintain a high level of physical security around
port facilities and vessel operations to minimise the risk
of terrorist attacks.
The Group constantly monitors changes in environmental
legislation and expectations, and has responded
by developing ESG targets that will be aligned
with its business strategy, governance, and risk
management processes.
In 2021, coal handling operations ceased at one
of the Company’s subsidiaries.
We regularly review, update, and evaluate all software,
applications, systems, infrastructure, and security. In 2022,
a project was launched for the import substitution
of key software: an alternative to Microsoft cloud
services was found and the process of transitioning
to new services, server, and client operating systems,
virtualisation systems, and application software
was completed with the implementation of the main
stage scheduled for 2023. Arrangements have been made
for the purchase of server equipment from alternative
vendors that left the Russian market.
All software and systems are updated or upgraded
regularly to minimise vulnerabilities.
Each of our business units has an IT disaster recovery plan.
Our security policies and infrastructure tools are regularly
updated or replaced to keep pace with changing
and growing threats.
Our security infrastructure is updated regularly and uses
multiple layers of defence.
Connections to our partner systems are monitored
and logged.
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Risk factor
Financial risks
Foreign exchange risks
The Group is subject to foreign-exchange risk arising
from the exposure to various currencies, primarily the
Russian rouble and the US dollar. Foreign exchange
risk is the risk of fluctuations in the Group’s profits
and cash flows arising from the movement of foreign
exchange rates. Risk also arises from the revaluation
of assets and liabilities denominated in foreign
currency.
Credit risk
The Group may be subject to credit risk arising
primarily from trade and other receivables, loans
receivable, cash and its equivalents, and derivative
financial instruments.
The Group’s business is also dependent on several
large key customers.
Risk management approach
As of 2022, all the Group’s tariffs are denominated
in Russian roubles, and part of the Group’s debt is
denominated in US dollars. Most of the Group’s operating
expenses, on the other hand, are and will continue to be
denominated and settled in Russian roubles.
In order to mitigate the possibility of foreign exchange
risks arising from a significant mismatch between the
currency of revenue and the currency of debt (‘open FX
position’), the Group is converting part of its existing USD
debt into RUB, the currency of revenue. In 2018–2022, the
Group bought back and/or redeemed part of its USD-
denominated Eurobonds, and at present ~77% of the total
outstanding Eurobonds have been bought back and/or
fully redeemed.
New debt in 2022 was attracted/raised only in Russian
rouble, i.e., VSС bonds in the amount of RUB 15.0 billion with
the USD equivalent of USD 213.26 million.
In addition, the Group has negotiated with some of its
customers on the right to change its Russian rouble tariffs
in conjunction with fluctuations in the RUB/USD exchange
rate within a range of +/-15% each time when the average
RUB/USD exchange rate for a given month is 5% more than
the base exchange rate used for converting original USD
tariffs to RUB. However, the risk above the levels of these
currency moves remains.
The Group closely tracks its accounts receivable overall
and the creditworthiness of key customers and suppliers.
Risk factor
Risk management approach
Regulatory and compliance risks
Regulatory compliance
The Group is subject to a wide variety of regulations,
standards, and requirements and may face
substantial liability if it fails to comply with existing
regulations applicable to its businesses.
The Group’s terminal operations are subject
to extensive laws and regulations governing, among
other things, the loading, unloading, and storage
of hazardous materials, environmental protection,
and health and safety.
Changes in regulations
Changes to existing regulations or the introduction
of new regulations, procedures, or licensing
requirements are beyond the Group’s control
and may be influenced by political or commercial
considerations not aligned with the Group’s interests.
Any expansion in the scope of the regulations
governing the Group’s environmental obligations,
in particular, would likely involve substantial additional
costs, including costs related to maintenance
and inspection, the development and introduction
of emergency procedures, insurance coverage,
or other financial assurances of its ability to address
environmental incidents or external threats.
Conflict of interests
The Group’s controlling beneficial shareholders may
have interests that conflict with those of the holders
of GDRs or notes.
The major implications of this risk are that (i)
co-controlling shareholders pursue other businesses
not related to GPI and hence may not be deeply
involved with developing GPI and (ii) one of the major
shareholders is also a major customer of the Group.
The Group’s employees may have interests
in companies that may or potentially may do business
with the Group.
Legal and tax risks
The adverse determination of pending and potential
legal actions involving the Group’s subsidiaries could
have an adverse effect on the Group’s business,
revenue, and cash flows and the price of its GDRs.
Weaknesses relating to the Russian legal and tax
system and appropriate Russian law create
an uncertain environment for investment and business
activities, and legislation may not adequately protect
against expropriation and nationalisation. The lack
of independence of certain members of the judiciary,
the difficulty of enforcing court decisions,
and governmental discretion claims could prevent
the Group from obtaining effective redress in court
proceedings.
The Group strives to be in compliance at all times
with all regulations governing its activities and devotes
considerable management and financial resources
to ensure compliance.
The Group maintains a constructive dialogue
with the relevant federal, regional, and local authorities
regarding existing and planned regulations. The Group
does not have the power to block any or all regulations
it may judge to be harmful, but this dialogue should
ensure it has time to react to changes in the regulatory
environment.
The Group’s corporate governance system is designed
to maximise the company’s value for all shareholders
and ensure that the interests of all stakeholders
are taken into account. The Group’s LSE listing ensures
our compliance with the highest international standards.
In addition, the Board consists of highly experienced
individuals, including strong independent directors.
The Group is constantly improving compliance control.
In 2022, it partially automated its processes in order
to increase the efficiency of work to prevent conflicts
of interest and the timely identification of such conflicts.
The Group has a strong and professional legal function
that is designed to monitor legal risks, avoid legal actions
where possible, and carefully oversee any changes
in applicable legislation that may occur.
The Group performs ongoing monitoring of changes
in the relevant tax legislation and court practices
in the countries where its companies are located
and develops the Group’s legal and tax position
accordingly.
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Debt, leverage, and liquidity
The Group’s indebtedness or the enforcement
of certain provisions of its financing arrangements
could affect its business or growth prospects.
Failure to promptly monitor and forecast compliance
with loan covenants both at the Group and individual
terminal levels may result in covenant breaches
and technical defaults.
If the Group is unable to access funds (liquidity),
it may be unable to meet financial obligations when
they come due, or on an ongoing basis, to borrow
funds on the market at an acceptable price to fund
its commitments.
The Group has been able to reduce its total debt
level. As of the end of 2022, the Group’s Net debt/
EBITDA ratio reached 1.0x. Debt reduction beyond
the minimum repayment requirements remains a priority
of management in 2023.
Liquidity risk is carefully monitored, with regular forecasts
prepared for the Group and its operating entities.
Liquidity risk has been significantly reduced via extensions
of debt maturities through public debt issuance in 2022:
VSС issued Russian rouble bonds for a total
of RUB 15.0 billion, or the USD equivalent
of USD 213.26 million, which is a part of VSC’s rouble-
denominated Bond Programme with the Moscow
Exchange and provides VSC with the potential
to issue additional bonds of RUB 72.5 billion,
or the USD equivalent of USD 1.031 billion, over an unlimited
period of time with a maturity of up to 10 years. FCT
has a similar Bond Programme for RUB 50 billion,
or the USD equivalent of USD 710.86 million. In addition,
the Group is in discussions with its bankers to make
over USD 300 million in credit line available to its facilities,
which combined with VSC and FCT bonds, could provide
financial flexibility, diversify the Group’s debt portfolio,
refinance the Group’s existing debt and ensure that all
the Group’s obligations that come due in the next 12
months are met. The Group regularly conducts stress
tests scenarios to identify different negative trends that
could affect cash flows. The liquidity position is carefully
monitored in the event of the further deterioration
of its financial performance.
Internal control
The Group’s Internal Control
System operates according to a
‘three lines of defence’ model:
First line of defence: owners and
other participants in business
processes (BP) (employees
and heads of business units).
Employees perform functions
in accordance the Policy
on internal control system
management, implemented
in the Company, seek to avoid
any deviations in ICS in the
course of their activities, and
perform self-assessments of
the control procedures (CP)
efficiency in accordance with
the methodology defined by the
Risk Management and Internal
Control Department. The heads
of structural units ensure the
implementation of control
procedures in order to prevent
or detect such deviations,
monitor the risks levels,
and control efficiency. The
Company’s CEO is responsible
for the overall functioning of the
ICS and sets the ‘tone from the
top’ at all management levels by
formalising the Group’s ethical
behaviour and values in the
internal documents required
for the functioning of the ICS.
Second line of defence: Risk
Management and Internal Control
Office. The office is responsible
for methodological support
in implementing policies and
procedures, developing the
ICS Evaluation Methodology,
assisting business process
owners in implementing control
procedures, executing and
monitoring the implementation
of control procedures, ensuring
the continuous monitoring of
the development and operation
of control procedures, and
proactively interacting with
the first line of defence.
About Global Ports
Strategic Report
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Third line of defence: Internal
Audit Department and the Audit
and Risk Committee of the
Board of Directors. The Internal
Audit Department is separate
from the Risk Management and
Internal Control Office and is
responsible for the ICS objective
and independent assessment
and implementation of internal
audit procedures in accordance
with recognised international
auditing standards. The Internal
Audit Department functionally
reports to the Audit and Risk
Committee of the Board of
Directors of the Company’s
Sole Participant, which, in turn,
monitors the effectiveness of
the Internal Audit Department.
In 2021, the Company conducted
an internal assessment of the
maturity of the ICS. It is rated as
corresponding to the Standardised
(Formalised) level. Based on the
assessment, an action plan was
prepared to increase the system
Internal Control System structure
maturity level. In 2022, the Company
met its objectives and, based on a
follow-up assessment, the Internal
Control System fully advanced
to a new level of maturity —
Monitored. The Group will continue
to enhance its Internal Control
System, guided by best practices.
Board of Directors
Audit and Risk Committee
Top Management of the Company
First line of defence
(business functions)
Second line of defence
(monitoring functions)
ICS maintenance
and monitoring
and risk management
• Risk management
Office and IC
• Compliance
Department
Identification,
development,
implementation
and exectution
of control procedures,
business process
improvement
• Managers
and employees
of structural
units (BP owners,
CP owners,
CP implementers)
Level of independence
Third line of defence
(independent
functions)
Independent audit
of the internal controls
and risk management
effectiveness
•
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About Global Ports
Strategic Report
Corporate Governance
Additional Information
4. ADDITIONAL
INFORMATION
Annual Report 2022 Global Ports Investments PLC Additional information
Definitions
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Responsibility Statement
We confirm that to the best of our knowledge:
This Annual Report includes a fair, balanced, and understandable
review of the development and performance of the business
and the Group’s position, as well as the undertakings included
in consolidation taken as a whole, together with a description
of the principal risks and uncertainties that they face.
Board of Directors of Global Ports Investments PLC
Terms that require definitions
are marked with capital letters
in this announcement and their
definitions are provided below
in alphabetical order. The non-IFRS
financial measures defined below
are presented as supplemental
measures of the Group’s operating
performance, which the Group uses
as key performance indicators
of its business and to provide
a supplemental tool to assist
in evaluating current business
performance. The Group believes
these indicators are frequently
used by securities analysts,
investors, and other interested
parties in evaluating companies
on the Russian market and global
ports sector. These non-IFRS
financial indicators are measures
of the Group’s operating
performance that are not required
by or prepared in accordance
with IFRS. All of these non-
IFRS financial measures have
limitations as analytical tools,
and investors should not consider
any one of them in isolation,
or any combination of them
together, as a substitute
for the analysis of the Group’s
operating results as reported under
IFRS and should not be considered
as alternatives to revenues, profit,
operating profit, or any other
measures of performance
derived in accordance with IFRS
or as alternatives to cash
flow from operating activities
or as measures of the Group’s
liquidity. In particular, the non-
IFRS financial measures should
not be considered as measures
of discretionary cash available
to the Group’s businesses.
Adjusted EBITDA (a non-IFRS
financial measure) for Global
Ports Group is defined as profit
for the period before income tax
expenses, finance income/(costs)—
net, depreciation, the write-off
and impairment of property, plant,
and equipment, the depreciation
and impairment of right-of-use
assets, amortisation, write-off,
and the impairment of intangible
assets, share of profit/(loss)
of joint ventures accounted
for using the equity method,
other net gains/(losses).
Adjusted EBITDA Margin
(a non-IFRS financial measure)
is calculated as Adjusted
EBITDA divided by revenue
and expressed as a percentage.
ASOP is the Association
of Sea Commercial Ports
(www.morport.com).
Baltic Sea Basin is the geographic
region of northwest Russia, Estonia,
and Finland surrounding the Gulf
of Finland on the eastern Baltic
Sea, including St. Petersburg, Ust-
Luga, Tallinn, Helsinki, and Kotka.
Cash Administrative, Selling,
and Marketing Expenses (a non-
IFRS financial measure) is defined
as administrative, selling, and
marketing expenses adjusted for
depreciation, the write-off and
impairment of property, plant, and
equipment, the depreciation and
impairment of right-of-use assets,
amortisation, write-off, and the
impairment of intangible assets.
Cash Cost of Sales (a non-IFRS
financial measure) is defined as
the cost of sales adjusted for
depreciation, the write-off and
impairment of property, plant, and
equipment, the depreciation and
impairment of right-of-use assets,
amortisation, write-off, and the
impairment of intangible assets.
CD Holding Group consists
of Yanino Logistics Park (an
inland terminal in the vicinity of
St. Petersburg) and CD Holding Oy.
The results of CD Holding Group
were accounted for in Global
Ports’ financial information using
the equity method of accounting
(proportionate share of the net
profit shown below Adjusted
EBITDA) prior to 28 December
2022, after which CD Holding
Group became a subsidiary
and is fully consolidated.
Consolidated Container Revenue
is defined as revenue generated
from containerised cargo services.
Consolidated Marine Bulk
Throughput is defined as
combined marine bulk throughput
by consolidated terminals:
PLP, VSC, FCT, and ULCT.
Consolidated Marine Container
Throughput is defined as
combined marine container
throughput by consolidated marine
terminals: PLP, VSC, FCT, and ULCT.
Consolidated Non-Container
Revenue is defined as the
difference between total
revenue and Consolidated
Container Revenue.
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Annual Report 2022 Global Ports Investments PLC Moby Dik (MD) is located on
the St. Petersburg ring road,
approximately 30 kilometres from
St. Petersburg, at the entry point
of the St. Petersburg channel. It
is the only container terminal in
Kronstadt. Global Ports Group owns
a 100% effective ownership interest
in MD and it is fully consolidated in
Global Ports’ financial information
since 28 December 2022. Before
that date, the results of MD were
accounted for in Global Ports’
financial information using the
equity method of accounting
(proportionate share of the net
profit shown below EBITDA).
Net Debt (a non-IFRS financial
measure) is defined as the sum of
current borrowings, non-current
borrowings, current and non-
current lease liabilities (following
the adoption of IFRS 16) and swap
derivatives less cash and cash
equivalents, and bank deposits
with maturity over 90 days.
Petrolesport (PLP) is located
in the St. Petersburg harbour,
Russia’s primary gateway for
container cargo. The Group
owns a 100% effective ownership
interest in PLP. The results of
PLP are fully consolidated.
Container Throughput in the
Russian Federation Ports is
defined as the total container
throughput of ports located in
the Russian Federation, excluding
half of cabotage cargo volumes.
The respective information
is sourced from the ASOP
(Association of Sea Commercial
Ports, www.morport.com).
Far East Basin is the geographic
region of southeast Russia
surrounding the Peter the Great
Gulf, including Vladivostok and
the Nakhodka Gulf, including
Nakhodka on the Sea of Japan.
First Container Terminal (FCT)
is located in the St. Petersburg
harbour, Russia’s primary gateway
for container cargo, and is one
of the first specialised container
terminals to be established in
the country. Global Ports Group
owns a 100% effective ownership
interest in FCT. The results of
FCT are fully consolidated.
Finnish Ports segment consists
of two terminals in Finland, MLT
Kotka and MLT Helsinki (in the port
of Vuosaari), in each of which
CMA Terminals currently has a
50% effective ownership interest.
The results of the Finnish Ports
segment are accounted for in
Global Ports’ financial information
using the equity method of
accounting (proportionate share
of net profit shown below EBITDA).
Free Cash Flow (a non-IFRS
financial measure) is calculated as
net cash from operating activities
less net cash used in investing
activities and interest paid on
borrowings and lease liabilities.
Functional Currency is defined
as the currency of the primary
economic environment in which
an entity operates. The functional
currency of the Company and
certain other entities within Global
Ports Group is US dollars. The
functional currency of Global Ports
Group’s operating companies for
the years under review was (a) the
Russian Rouble for the Russian
Ports segment and (b) the Euro
for the Finnish Ports segment.
Gross Container Throughput
represents the total container
throughput of the Group’s
terminal or the Group’s operating
segment shown on a 100% basis.
For the Russian Ports segment,
it excludes the container
throughput of the Group’s inland
container terminal – Yanino.
Gross Profit Adjusted for
Impairment (a non-IFRS financial
measure) for Global Ports Group
is defined as gross profit before
the impairment of right-of-use
assets, property, plant, and
equipment, and goodwill.
High-and-Heavy Ro-Ro, roll on-roll
off is cargo that can be driven
into the belly of a ship rather than
lifted aboard. It includes cars,
buses, trucks, and other vehicles.
MLT Group consists of Moby
Dik (a terminal in the vicinity of
St. Petersburg) and MLT-Ireland.
Prior to 28 December 2022, MLT
Group also included Multi-Link
Terminals Oy (a terminal operator
in Vuosaari (near Helsinki,
Finland) and Kotka, Finland).
The results of MLT Group were
accounted for in Global Ports’
financial information using the
equity method of accounting
(proportionate share of the net
profit shown below EBITDA) prior
to 28 December 2022, after which
MLT Group became a subsidiary
and is fully consolidated.
About Global Ports
Strategic Report
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Additional Information
Russian Ports segment consists of
Global Ports Group’s interests in PLP
(100%), VSC (100%), FCT (100%), ULCT
(80%) (in which Eurogate currently
has a 20% effective ownership
interest), Moby Dik (100%), Yanino
(100%), as well as certain other
entities. Since December 2022, YLP
and MD are fully consolidated in
Global Ports financial information
as the Group gained full control
over it after a deal with CMA
Terminals. Before that, the results
of YLP and MD were accounted
for using the equity method.
Ust-Luga Container Terminal
(ULCT) is located in the large
multi-purpose Ust-Luga port
cluster on the Baltic Sea,
approximately 100 kilometres
west of the St. Petersburg city
ring road. ULCT began operations
in December 2011. Global Ports
Group owns an 80% effective
ownership interest in ULCT, and
Eurogate, the international
container terminal operator,
currently has a 20% effective
ownership interest. The results
of ULCT are fully consolidated.
at one location. It is located
approximately 70 kilometres
from the Moby Dik terminal in
Kronstadt and approximately
50 kilometres from PLP. Global
Ports Group owns a 100% effective
ownership interest in YLP and it
has been fully consolidated in
Global Ports’ financial information
since 28 December 2022. Before
that date, the results of YLP were
accounted for in Global Ports’
financial information using the
equity method of accounting
(proportionate share of the net
profit shown below EBITDA).
Vostochnaya Stevedoring
Company (VSC) is located in the
deep-water port of Vostochny
near Nakhodka on the Russian
Pacific coast, approximately eight
kilometres from the Nakhodka-
Vostochnaya railway station,
which is connected to the Trans-
Siberian Railway. The Group
owns a 100% effective ownership
interest in VSC. The results of
VSC are fully consolidated.
Yanino Logistics Park (YLP) is the
first terminal in the Group’s inland
terminal business and is one of
only a few multi-purpose container
logistics complexes in Russia that
provide a comprehensive range
of container and logistics services
TEU is defined as twenty-
foot equivalent unit, which is
the standard container used
worldwide as the uniform measure
of container capacity; a TEU is 20
feet (6.06 metres) long and eight
feet (2.44 metres) wide and tall.
Total Debt (a non-IFRS financial
measure) is defined as the sum
of current borrowings, non-
current borrowings, current and
non-current lease liabilities
(following the adoption of
IFRS 16), and swap derivatives.
Total Operating Cash Costs
(a non-IFRS financial measure) is
defined as Global Ports Group’s
cost of sales, administrative,
selling, and marketing expenses,
less depreciation, the write-
off and impairment of property,
plant, and equipment, less the
depreciation and impairment
of right-of-use assets, less
amortisation and the write-off and
impairment of intangible assets.
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Annual Report 2022 Global Ports Investments PLC About Global Ports
Strategic Report
Corporate Governance
Additional Information
Additional information
to “Sustainable
development” section
Number of employees by type of employment, gender, and region
GRI 2-7
Energy capacity
GRI 302-3
Total number of employees at the end of the reporting
period
• • Male
• • Female
Number of employees with short-term contracts
Number of employees with permanent contracts
Number of full-time employees
Number of part-time employees
North-West
Far East
1,988
1,384
604
12
1,976
1,921
55
973
721
252
2
971
955
16
Percentage of senior executives hired from among the local population
GRI 202-2
Total senior executives
Senior executives hired from the local community
Percentage of senior executives in regions of operations hired from the local community
Energy consumption
GRI 302-1
2022
Total
2,961
2,105
856
14
2,947
2,876
71
2022
13
13
100%
Electricity consumption, kW/h
39,790,290
43,922,486
32,532,025
Fuel consumption, litre
10,582,445
10,580,638
8,567,526
2020
2021
2022
1 The term "senior executives" includes the CEO and his/her direct subordinates. Local employees refer to employees who are citizens
of the Russian Federation.
74
Electricity consumption per tonne of cargo handled,
kW/h
Fuel consumption per tonne of cargo handled, litre
2020
1.6
0.4
2021
1.8
0.4
Data on employees hired and staff turnover
GRI 401-1
Data on full-time employees hired during the reporting period
• • Men
• • Women
Under 25 years old
From 26 to 35 years old
From 36 to 55 years old
Over 56 years old
Total staff turnover
• • Men
• • Women
Under 25 years old
From 26 to 35 years old
From 36 to 55 years old
Over 56 years old
2022
2.1
0.5
2022
631
479
152
131
218
262
20
15.5%
15.0%
16.7%
40.0%
19.8%
9.1%
14.6%
75
Annual Report 2022 Global Ports Investments PLC Maternity and paternity leave
GRI 401-3
Number of employees eligible for maternity/paternity leave during the reporting period
• • Men
• • Women
Number of employees who took maternity/paternity leave during the reporting period
• • Men
• • Women
Number of employees who were due to return to work in the reporting period at the end of
maternity/paternity leave
• • Men
• • Women
Number of employees who returned to work during the reporting period at the end of
maternity/paternity leave
• • Men
• • Women
Number of employees who returned to work at the end of maternity/paternity leave and who
continued to work within 12 months upon returning to work
• • Men
• • Women
Return-to-work rate (percentage of employees who returned to work after maternity/paternity
leave)1
• • Men
• • Women
Average number of training hours per employee per year
GRI 404-1
2022
474
359
115
33
1
32
15
1
14
15
1
14
15
1
14
100%
100%
100%
Senior executives
Functional managers
Experts
Workers
Men
36.5
44.3
45.4
45.4
Women
-
44.1
45.3
44.8
1 Return to work rate = Total number of employees who returned to work at the end of maternity (and/or paternity) leave /
Total number of employees who were due to return to work at the end of maternity (and/or paternity) leave.
76
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Data on employees who have undergone periodic performance and career development
reviews
GRI 404-3
Employees that have undergone formal performance evaluation
% of total number of employees
Including by employee category:
Managers
• • % of total number of managers
Experts and office workers
• • % of total number of experts
Workers
• • % of total number of workers
Including by gender:
Men
• • % of total number of men
Women
• • % of total number of women
Percentage of employees with performance appraisal goals
Age structure of employees
Administrative personnel
Under 25 years old
From 25 to 35 years old
From 36 to 45 years old
From 46 to 55 (women) or 60 (men) years old
Over 56 (women) / 61 (men)
Operational personnel
Under 25 years old
From 25 to 35 years old
From 36 to 45 years old
From 46 to 55 (women) or 60 (men) years old
Over 56 (women) / 61 (men)
2022
334
10%
122
55%
209
20%
3
0.2%
147
6%
187
20%
10%
2022
328
8
94
124
82
20
2,633
157
622
768
935
151
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Annual Report 2022 Global Ports Investments PLC
Additional information
Units
2020
2021
2022
Environment
Electricity Used
Fuel Used (diesel, petrol)
Electricity consumption per
1 tonne of cargo handled
by Russian Ports’ marine terminals
Fuel consumption per 1 tonne
of cargo handled by Russian
Ports’ marine terminals
Thousand
MWh
Mln litre
kWh
l/t
Social
Diversity of staff
• • male
• •
female
Administration staff
• • male
• •
female
Production staff
• • male
• •
female
Executive management
• • male
• •
female
Health and Safety
LTIFR
Fatalities
%
%
%
%
%
%
%
%
number
number
Fatalities / Thousand employees
number
Sustainability Governance
Length of service (years)
39.8
10.6
1.69
0.44
70%
30%
34%
66%
74%
26%
100%
0%
0.54
0
0
43.9
10.6
1.87
0.44
71%
29%
32%
68%
75%
25%
100%
0%
0.71
0
0
32.5
8.6
2.17
0.55
71%
29%
38%
62%
75%
25%
100%
0%
0.89
0
0
• • Less than 5 years
%
44%
50%
52%
About Global Ports
Strategic Report
Corporate Governance
Additional Information
• • 5–10 years
• •
11–20 years
• • More than 20 year
Number of Sites
Political Donations
Business Ethics Policy
Anti-Bribery Ethics Policy
Number of Employees
Units
%
%
%
number
number
yes / no
yes / no
number
Number of Part-Time Employees
number
Employee Turnover %
Employee Voluntary Turnover %
Employee Involuntary Turnover %
Employee Training Cost
Employee Average Age
Board of Directors
%
%
%
mln USD
number
Board of Directors size
number
Number of Independent Directors
number
% Independent Directors
%
Number of Executive Directors
number
Number of Non-Executive
Directors
number
Percentage of Non-Executive
Directors on Board
Tenure of Board
• • < 1 year
• •
1-4 year
• • > 4 years
%
%
%
%
2020
18%
31%
7%
7
0
yes
yes
2,797
52
14%
8%
5%
0.1
43.3
11
3
27%
0
11
2021
14%
29%
7%
7
0
yes
yes
2,929
37
16%
10%
6%
0.1
43.6
11
3
27%
0
11
2022
12%
28%
8%
7
0
yes
yes
2,961
71
15%
11%
4%
0.2
43.2
9
2
22%
1
8
100.0%
100.0%
88.9%
9%
91%
0%
27%
64%
9%
44%
44%
11%
78
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Annual Report 2022 Global Ports Investments PLC
Number of Board Meetings
for the Year
Units
number
Board Meeting Attendance
%
Num of Directors Attending
less than 75% of Mtg
number
2020
13
100.0%
0
2021
12
97.7%
0
2022
16
98.7%
0
Independent Directors Board
Meeting Attendance
%
100.00%
100.00%
100.00%
Board Members Serving > 10 Years
number
Board Members Serving > 5 Years
number
Independent Chairperson
Number of Board of Director
Changes During FY
CEO on the Board
CEO Duality
Board Positions CEO Holds
Executive Chair
Former CEO or its Equivalent
on Board
Board Duration (Years)
Non Employee Board Members
Holding Shares
yes / no
number
yes / no
yes / no
number
yes / no
yes / no
number
0
0
no
2
no
no
0
no
no
3
0
0
no
3
no
no
0
no
yes
3
0
1
no
6
no
no
0
no
yes
3
%
18.18%
18.18%
22.22%
CEO Promoted from Within
Chief Executive Officer Age
yes / no
number
Board diversity
• • male
• •
female
Independent Directors Diversity
• • male
• •
female
%
%
%
%
yes
39
73%
27%
33%
67%
yes
40
73%
27%
33%
67%
yes
41
89%
11%
100%
0%
80
Number of Women on Board
Age of the Youngest Director
Age of the Oldest Director
Board of Directors Age Range
Board Average Age
Female Chief Executive Officer
or Equivalent
Units
number
number
number
number
number
yes / no
Female Chairperson or Equivalent
yes / no
Board has at Least One Female
Director
Number of Board Committees
Strategy Committee
CSR/Sustainability Committee
Audit and Risk Committee
yes / no
number
yes / no
yes / no
Audit and Risk Committee size
number
Number of Independent Directors
in Committee
number
Per cent of Independent Directors
on Audit and Risk Committee
Independent Audit
and Risk Committee Chairperson
Number of Non-Executive
Directors on Audit and Risk
Committee
Non Executive Directors on Audit
and Risk Committee
Number of Audit
and Risk Committee Meetings
Audit and Risk Committee
Meeting Attendance Percentage
%
yes / no
number
%
number
%
About Global Ports
Strategic Report
Corporate Governance
Additional Information
2020
2021
2022
3
32
62
30
50
no
no
yes
3
yes
no
5
3
60%
yes
5
100%
10
100%
3
33
62
29
51
no
no
yes
3
yes
no
5
3
60%
yes
5
100%
12
100%
1
38
62
24
50
no
no
yes
3
yes
no
3
2
67%
yes
3
100%
9
98%
81
Annual Report 2022 Global Ports Investments PLC
About Global Ports
Strategic Report
Corporate Governance
Additional Information
Units
%
2020
100%
2021
98%
2022
94%
1. Head of IR and
Capital Markets
1. Head of IR and
Capital Markets
1. Head of IR and
Capital Markets
2. IR Analyst
2. IR Analyst
2. IR Analyst
1. +357 25 313 475 /
+7 916 991 73 96
2. +7 812 677 15 57
1. +357 25 313 475 /
+7 916 991 73 96
2. +7 812 677 15 57
1. +357 25 313 475 /
+7 916 991 73 96
2. +7 812 677 15 57
1. 9 years
2. 3 years
1. 10 years
2. 4 years
1. 11 years
2. 5 years
ir@globalports.com ir@globalports.com ir@globalports.com
245
3,743
yes
278
6,142
yes
210
6,969
yes
Strategy Committee Meeting
Attendance %
Investor Relations
IR Title
IR Phone Number
IR Tenure
IR Email Address
Other
Total Board of Director
Compensation Paid
Total Salaries and Bonuses Paid
to Executives
Auditor Ratification
USD '000
USD '000
yes / no
Source: Company data
Nomination and Remuneration
Committee
Nomination and Remuneration
Committee size
Number of Independent Directors
in Committee
Percent of Independent Directors
on Nomination and Remuneration
Committee
Independent Nomination
and Remuneration Committee
Chairperson
Number of Non-Executive
Directors on Nomination
and Remuneration Committee
Non Executive Directors
on Nomination and Remuneration
Committee
Number of Nomination
and Remuneration Committee
Meetings
Nomination and Remuneration
Committee Meeting Attendance
Percentage
Strategy Committee
Strategy Committee size
Number of Independent Directors
in Committee
Per cent of Independent Directors
on Strategy Committee
Independent Strategy Committee
Chairperson
Number of Non-Executive
Directors on Strategy Committee
Non Executive Directors
on Strategy Committee
Number of Strategy Committee
Meetings
Units
2020
2021
2022
number
number
%
yes / no
number
3
1
33%
yes
3
3
1
33%
yes
3
3
1
33%
no
3
%
100%
100%
100%
number
16
13
%
100%
100%
number
number
%
yes / no
number
%
number
5
1
20%
no
5
100%
8
5
1
20%
no
5
100%
13
14
98%
3
1
33%
no
3
100%
8
82
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Annual Report 2022 Global Ports Investments PLC
GRI content index
Statement of use
Global Ports Investments PLC has reported
the information cited in this GRI content index
for the period from 1 January 2022 to 31 December 2022
with reference to the following GRI Standards.
GRI 1 used
GRI 1: Foundation 2021
GRI Standards
Disclosure
Notes
GRI 2: General Disclosures
2021
2-1 Organizational details
Global Ports Investments PLC
Legal address
Omirou 20, Agios Nikolaos, 3095,
Limassol, Cyprus
Сountries of operation: Russia,
Finland
Location
P. 86
2-2 Entities included
in the organization’s
sustainability reporting
Fully consolidated entities
according to IFRS
P. 8–9
2-3 Reporting period,
frequency and contact point
1 January 2022 to 31 December 2022,
on an annual basis
ir@globalports.com
P. 86
2-6 Activities, value chain
and other business
relationships
Business model
P. 22–23
2-7 Employees
Additional ESG data
2-9 Governance structure
and composition
Corporate governance
2-10 Nomination and selection
of the highest governance
body
Corporate governance
2-11 Chair of the highest
governance body
Сhairman and chief executive
officer roles are separated
P. 74
P. 44
P. 49
-
2-26 Mechanisms for seeking
advice and raising concerns
2-30 Collective bargaining
agreements
GRI 202: Market Presence
2016
202-2 Proportion of senior
management hired from
the local community
Sustainable development
P. 40
75% of employees are covered
by collective bargaining
agreements
Additional ESG data
GRI 203: Indirect Economic
Impacts 2016
203-1 Infrastructure
investments and services
supported
Sustainable development
(Our communities and Social
investments)
GRI 302: Energy 2016
302-1 Energy consumption
within the organization
Additional ESG data
302-3 Energy intensity
Additional ESG data
-
P. 74
P. 37
P. 74
P. 75
About Global Ports
Strategic Report
Corporate Governance
Additional Information
GRI Standards
Disclosure
Notes
Location
GRI 303: Water
and Effluents 2018
303-1 Interactions with water
as a shared resource
Sustainable development (Water
usage)
GRI 304: Biodiversity 2016
304-3 Habitats protected
or restored
Sustainable development
(Biodiversity conservation)
GRI 401: Employment 2016
401-1 New employee hires
and employee turnover
Additional ESG data
401-3 Parental leave
Additional ESG data
GRI 402: Labour/
Management Relations
2016
402-1 Minimum notice periods
regarding operational
changes
8 weeks, as stipulated
by the collective agreement
GRI 403: Occupational
Health and Safety 2018
GRI 404: Training
and Education 2016
403-1 Occupational health
and safety management
system
403-5 Worker training
on occupational health
and safety
403-7 Prevention
and mitigation
of occupational health
and safety impacts
directly linked by business
relationships
403-9 Work-related injuries
403-10 Work-related ill health
404-1 Average hours
of training per year per
employee
404-3 Percentage
of employees receiving
regular performance
and career development
reviews
Sustainable development
(Occupational safety)
Sustainable development (safety
Indicators )
P. 32
Sustainable development
(Occupational safety)
Sustainable development (Safety
indicators )
Sustainable development (Safety
indicators )
Additional ESG data
Additional ESG data
GRI 405: Diversity
and Equal Opportunity
2016
405-1 Diversity of governance
bodies and employees
Additional ESG data
Corporate governance
GRI 415: Public Policy 2016
415-1 Political contributions
The Group does not make political
contributions
-
P. 30
P. 30
P. 75
P. 76
-
P. 31
P. 31
P. 32
P. 32
P. 76
P. 77
P. 45
84
85
Annual Report 2022 Global Ports Investments PLC Shareholder
information
and key contacts
Global Ports Investments PLC
Legal address
Mobile app for clients
Omirou 20, Agios Nikolaos, 3095, Limassol, Cyprus
Postal address
Christodoulides Business Centre, office 31, 3rd floor,
8 Alassias Street, 3095, Limassol, Cyprus
Google Play
App Store
Investor Relations
Tel: +7 812 459 42 42
Mob: +7 916 991 73 96
ir@globalports.com
Media Relations
Tel: +7 499 550 18 70
Mob: +7 921 963 54 27
Email: media@globalports.com
Independent Auditors
KPMG Limited
11, 16th June 1943 Str., 3022, Limassol, Cyprus
Tel: +357 25 86 90 00
Fax: +357 25 36 38 42
Customer Service Department
Service Call Centre
Tel: +7 812 335 77 77
8 800 201 24 24
Еmail: customer_service@globalports.com
Client portal
www.globalports.com
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Annual Report 2022 Global Ports Investments PLC