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1. GENERAL PROVISIONS
1. This information policy of JSC "National Company "Kazakhstan Railways" (hereinafter - the policy) has been developed in accordance with the laws of the Republic of Kazakhstan, the Code of Corporate Governance of Joint Stock Company "National Company "Kazakhstan Railways", approved by order of the Chairman of the Board of JSC "Holding "Samruk "dated September 7, 2007 № 117-II, the Charter of JSC" NC "KTZ" and international practice of corporate governance.
2. The policy is an internal document of the joint stock company "National Company "Kazakhstan Railways" (hereinafter - Company), determining the terms and conditions of disclosure about the Company the sole shareholder of the Company and other interested persons.
3. The policy uses the following terms and definitions:
Public performances - performances of the head of the Company and (or) the authorized persons at public events such as conferences, forums, seminars, telephone and video conferences and other events, which may participate in the mass media (hereinafter - the media).
Media Plan - a document under which the publication is made in media articles, interviews, and annual financial statements, other information, as well as performances on radio and television, and approved by the Vice - President of the Society.
Corporate website - a group of electronic documents (pages) connected by the common name, theme and navigation system developed by using specialized hardware and software in order to disseminate information about the Company on the Internet.
Corporate Communications - a complex of measures aimed at meeting the information needs of the Company and other stakeholders for reliable information about it, providing access to this information, an explanation of the Company's policy to all interested parties to maintain the image and reputation of the Company's formation, the formation of public opinion favorable to the realization of strategic objectives of the Company.
4. Other terms used in this Policy shall apply to the values specified by the legislation of the Republic of Kazakhstan on mass media.
5. This policy is aimed to complete the Company's information needs of the Sole Shareholder of the Company and other interested parties for reliable information about the Company, its activities and ensuring free and unhindered access to this information.
6. In accordance with the laws of the Republic of Kazakhstan Society provides protection of information constituting commercial, official and other secrets protected by law of the Republic of Kazakhstan.
7. Structural unit responsible for the preparation and organization of work on the disclosure of information about the Company is the Department of Internal Protocol and Public Relations (hereinafter - Department), which should have full information about the Company, the information of interest to the business community. The Department develops and implements a media plan and other documents related to corporate communications. The Department's work on information disclosure about the Company is controlled by the Chairman of the Management Board.
2. PRINCIPLES OF DISCLOSURE
8. The Company adheres to the following principles of disclosure of information to interested parties:
1) guarantee the completeness and accuracy of the disclosed information;
2) the efficiency of disclosure of all material facts in their activities;
3) the regularity and timeliness of disclosures about the Company;
4) ensuring a high level of a commercial, official and other secrets protected by the legislation of the Republic of Kazakhstan;
5) a reasonable balance between the Company and the protection of its commercial interests;
6) Publicity and indiscriminate disclosure.
9. The Company adheres to the following principles of disclosure the Company's employees, their subsidiaries:
1) information support of decision-making management;
2) provide employees of the Company and subsidiaries of relevant, timely, complete, accurate, objective information;
3) prevention of loss, leakage, distortion of information;
4) information counter negative publicity about the Company.
10. The Company shall provide an identical disclosure of information in Kazakh, Russian and English. If disclosure in one way does not reveal it at the same time in Kazakh, Russian and English languages, the Company provides the simultaneous disclosure of such information with additional ways of providing the disclosure of information on all the three languages.
11. The Company does not shy away from revealing negative information about itself when such information is essential for the Sole Shareholder of the Company and potential investors.
3. METHODS OF DISCLOSURE
12. Under the disclosure is understood to ensure its availability to all interested in this person, regardless of the purpose of obtaining this information on the procedure, which guarantees its location and reception. Disclosures of information is recognized in respect of which carried on its activities from disclosure.
13. The Company uses the following methods of disclosing information to interested parties:
1) publication of information on the corporate Web site: www.railways.kz;
2)The issue of corporate publications;
3) issue and publish on the corporate website of the annual report on the activities of the Company;
4) the location and distribution of pictures - and videos;
5) service (transfer) of information on paper;
6) the publication of information in the media (Kazakh and foreign media);
7) informing the media during public speeches by representatives of the Company;
8) the holding of press - conferences, news - tours, meetings, seminars, etc. with representatives of the Company and other interested persons;
9) Number and distribution of press-releases in the national media;
10) distribution of advertising, informational-image printed materials (brochures, information folders, etc.);
11) building a PR campaigns and presentations on certain newsworthy.
14. The Company may use other means of disclosure which is not prohibited by the legislation of the Republic of Kazakhstan and meet the principles of the disclosure as defined by this Policy.
15. In order to create a common public perception, both inside and outside, structural units of the Company and its subsidiaries shall coordinate with the Department of Information sketches - branding, advertising, printing products that use the logo of the Company. In order to comply with a single corporate identity department monitors the use of the logo in the Company's documents, packaging, souvenirs, interior design office, etc.
4. ORDER OF DISCLOSURE
16. The company discloses information about the Company and its activities when it is necessary.
17. The Company provides Internet access to information that the Company is obliged to disclose under the legislation of the Republic of Kazakhstan, the Charter and internal documents.
18. In the Company's annual report discloses the following information:
1) Message from the Chairman Board of Directors;
2) Address of the Chairman of the Management Board;
3) The key results of operations;
4) The objectives and activities and objectives of the Company and the results of their performance;
5) information on the Company's development strategy;
6) The mission of the Company;
7) The priority activities of the Company;
8) the aims and objectives of the Company;
9) evaluation of the Company for the year, including a comparison of results achieved with the planned, as well as trends over the past three years;
10) information about significant corporate events;
11) the key markets;
12) the market share of the Company's core activities;
13) information about the investment plans of the Company;
14) information on the objectives for future periods;
15) information on major risk factors and risk management of the Company;
16) information about the sole shareholder of the Company;
17) information on corporate governance of the Company, including information about the Company's organizational structure, the structure of the Company, its functions, powers and composition, including the qualification and selection process of members of the Company;
18) Report of the Board of Directors and Committees of the Board of Directors of the Company, the most important decisions;
19) the basic principles of the remuneration of members of the Management Board and the Board of Directors of the Company;
20) information on the policies of corporate social responsibility, including on health workers, their training, safety and environmental protection;
21) the annual financial statements and auditor's report.
19. Company's annual report is prepared in three languages: Kazakh, Russian and English. The Company shall provide an annual report spread among as many interested persons of the Company.
20. On corporate website the following information is revealed:
1) The annual reports of the Company;
2) general information about the Company: the Company's mission, key goals, objectives and activities of the Company's equity capital, assets, net income and number of employees of the Company;
3) The public version of the development strategy of the Company;
4) the priorities of the Company;
5) The decision on the establishment of the Company;
6) Articles of Association, as well as changes and amendments to the Articles of Association;
7) internal documents regulating the activities of the Company;
8) Code of Corporate Governance;
9) Code of Ethics of the Society and information on the mechanisms to ensure compliance with the Code of Ethics of the Society;
10) risk management policy;
11) position on the committees of the Board of Directors of the Company;
12) provision of internal audit service;
13) the organizational structure of the Company;
14) the Company's dividend policy;
15) analysis and evaluation of financial management - economic activities;
16) Information on the Company's external auditor, including the following information: name of the external auditor, external auditor's remuneration for the year (separately for auditing services and separately for non-audit services), the policy of the external audit, a list of services provided by the external auditor other than audit services, the description of the process of appointing an external auditor and the interaction with bodies of the Company, the duration of relationship with the external auditor;
17) information about the structure of the share capital of the Company, including the following information: the number and nominal value of shares issued, a description of the rights granted in shares, the number and par value of authorized but unallocated shares information about the Company's sole shareholder, the number and proportion of its own ordinary shares order of disposition of property rights;
18) the decision of the Sole Shareholder of the Company;
19) decisions of the Board of Directors;
20) the annual calendar of corporate events;
21) The monthly calendar of corporate events;
22) information about transactions in which there is interest, including on the sides of the transaction, the material terms of the transaction (the subject of the transaction, the transaction price), the organ of the Society, who took the decision to conclude the transaction;
23) information on major transactions, including information on the sides of the transaction, the material terms of the transaction (the subject of the transaction, the transaction price), the organ of the Society, who took the decision to conclude the transaction;
24) reports on sustainable development and other non-financial reporting;
25) information about the members of the Board of the Company, upon the written agreement, including the following information:
- Surname, first name,
- Date of birth,
- The position and functions,
- Education, including primary and secondary education (name of educational institution, year of graduation, qualification, degree),
- Experience over the past five years,
- Positions held concurrently,
- The number and percentage of shares owned by affiliated companies.
26) Information about the members of the Board of Directors, upon the written agreement, including the following information:
- Surname, first name,
- Date of birth,
- The status of a member of the Board of Directors of the Company (the Company's independent director, a representative of the Sole Shareholder of the Company)
- As a member of the Board, including membership on committees of the Board of Directors of the Company or the performance of functions of Chairman of the Board of Directors
- Education, including primary and secondary education (name of educational institution, year of graduation, qualification, a degree),
- Experience over the past five years,
- Principal place of business and other currently held positions,
- Date of first election to the Board of Directors of the Company and the date of election to the current Board of Directors of the Company.
- The number and percentage of shares owned by affiliated companies
- Criteria for independent directors.
27) the annual financial statements of the Company;
28) remuneration policy the Board of Directors of the Company;
29) members of the remuneration policy of the Company;
30) performance targets (if any) set by the Board of Directors of the Company;
31) information about the organization and conduct of procurement of goods and services (including information of goods, works and services of local content);
32) List of affiliates of the Company;
33) a list of branches and representative offices;
34) basic legal acts of the Republic of Kazakhstan (or excerpts of them), establishing the composition and the disclosure of information by the Company;
35) information on the accounting policy of the Company;
36) information on the implementation of investment and government programs, in which the Company participates;
37) this Policy;
38) other documents (materials) under the laws of the Republic of Kazakhstan and the individual decisions of the Board of Directors, Chairman of the Management Board.
39) information on corporate governance practices of the Company:
- Structure and jurisdiction of the Company;
- A list of functions and committees of the Board of Directors;
- Committees of the Board of Directors;
- Number of meetings and attendance at meetings of the Board of Directors of the Company;
- The number and attendance of the Council of Directors at Company’s meetings of committee;
- The ratio of direct and indirect meetings of committees of the Council of Directors of the Company;
- Procedure for nominating candidates to the Board of Directors;
- Procedure for submission of proposals on the agenda of meetings of the Board of Directors;
- Information about the Company's internal audit, information on policy evaluation of the Board of Directors of the Company;
- Information on training for members of the Board of Directors;
- General information about the system of internal control and risk management;
- Information about the nature of the state, including a list of issues that require coordination with state authorities;
40) information on policies and practices of corporate social responsibility of the Company;
41) information about dividends (including the date of the decision to pay dividends, dividends, repayment terms);
42) list and information about the subsidiaries;
5. 43) news and press - releases;
44) document that defines the information policy and information on the regularity of the Board of Directors review the report about the transparency and efficiency of the processes of disclosure.
21. Information about a member of the Company filed with the Secretary of the Company, the information of a member of the Board of Directors directed the Company's Corporate Secretary of the Department and is located within five (5) calendar days of receipt of the information.
22. Reports of material facts (events, actions) concerning the financial and economic activities that can have a significant impact on the financial condition of the Company, as well as other information, the disclosure obligation which arises from the Company in accordance with the laws of the Republic of Kazakhstan are published in the following terms with the onset of each event, unless other terms and forms of public dissemination of information have not been established by the Company Charter, Policy and other internal documents of the Company and the laws of the Republic of Kazakhstan:
1) the media provided by news agencies and other organizations - not later than three (3) working days after the onset of each event;
2) the Company's website no later than one (1) working day after the onset of each event.
23. Disclosure of significant corporate event necessarily takes the form of a press release. The Company may use other ways to disseminate information about significant corporate events only at the same time or after the release of the relevant press release. Press release is triggered by any structural division of the Company. The initiator sends a press release to the Department a press release draft. The Department shall make the necessary changes to the press release draft and should not be initiated with a press release and other relevant structural divisions. All participants must submit the agreement at the working their comments and suggestions to the Department within one (1) day after receipt of the draft press release. The Department agrees the final draft of a press release from the President of the Company and / or the Vice - President. Press releases are available on the Company's website in Kazakh, Russian and, if necessary English. Press release distributed by the Department of the database that contains the email addresses of editors of national and regional media in Kazakhstan, and is available on the corporate website at least 2 hours after the agreement with the Company.
24. Articles and interviews about the current activities of the Company are prepared and sent to the structural units of the Company to the Department. The Department processes, edits and coordinates the information provided in working order, ready to use informational materials with the heads and responsible for the preparation of information professionals divisions of the Company.
25. Media inquiries received by the Company should not be ignored. They should be reported immediately to the Department to identify methods to respond to them. Provision of information to the media on behalf of the Company shall be in writing, the head of the Department. All of the structural units of the Company shall submit to the Department the information orally or in writing, within 3-7 days after a request from the Department. In accordance with the laws of the Republic of Kazakhstan, if you want to prepare a response studies, calculations, analysis, information from third parties, information provided by a structural division within thirty (30) calendar days advance notice of this Department. Head of Department shall have the right to direct inquiries from the media, either orally or in writing, directly to the Chairman of the Management Board, Vice President and Managing Director of the Company. Refusal to provide the requested information by the media of the Society can, if it contains information constituting state secrets, official, commercial or other secrets protected by law. Liability for failure to provide information to the Department for distribution to the media, as well as unreliability and inaccuracy of information, are heads of departments who provided information to the Department.
26. Publication of press releases, reports, promotional materials and other information about the Company which is not specified in paragraph 22 of this Policy, the Company carried out in the media, in brochures and leaflets.
27. Society, as appropriate, arrange press conferences on important events that occur or will occur in the Company on a regular basis, meeting with representatives of the Sole Shareholder of the Company, investors and investment analysts, representatives of public authorities, including in the event of receipt of said persons upon request in writing. At the written request of the Sole Shareholder of the Company to hold a meeting with the Company, the Company shall within a reasonable time to arrange such a meeting, or send a reasoned refusal, or if the response on the merits, the Sole Shareholder of the Company proposed to discuss, signed by the Chairman of the Board of the Company or his authorized representative.
28. The society strives to actively participate in local and international conferences and forums.
29. The company provides the sole shareholder of the Company information the disclosure of which is envisaged by the legislation of the Republic of Kazakhstan, within 30 days from the date of receipt of written request, if it is not set another date.
5. ORDER OF THE DISCLOSURE BY THE REPRESENTATIVES OF THE COMPANY
30. The right of public speaking on behalf of the Company has a Chairman of the Board of Directors, members of the Board of Directors and Chairman of the Board of the Company. Other officials and employees shall be entitled to speak publicly on behalf of the Company upon the country and overseas conferences, meetings, seminars, meetings of working bodies of the ministries and agencies of the executive and legislative authorities of the Republic of Kazakhstan to participate in press conferences, briefings, phone and video conferences, public events, giving interviews, make comments to tKazakhstan and foreign media, financial and investment companies on the decision of the Chairman of the Management Board.
31. Chairman of the Board of Directors has officially commented on and interpreted the decision taken by the Board of Directors of the Company and sets out the views of the Board of Directors (through conference calls, interviews, etc.) on the issues discussed at the meetings of the Board of Directors. Members of the Board of Directors of the Company may publicly express their personal views on issues considered at meetings of the Board of Directors, as well as on decisions adopted by the Board of Directors. Members of the Board of Directors, is chairing the Board of Directors shall have the right to comment and brought to the attention of interested persons informed about the decisions taken at meetings of the Committees. Members of the Committees of the Board of Directors of the Company may publicly express their personal views on issues considered at meetings of the relevant Committee, as well as on decisions adopted by the Committee Board of Directors.
32. The text of public speeches, prepared by the Department, shall be in written form agreed with the Head of structural unit, which provided information to prepare presentations. The Head of structural unit is solely responsible for the authenticity and accuracy of the information provided.
33. Information on the Company's public statements during the Company's employees, except for the Chairman, members of the Board of Directors and Chairman of the Management Board shall be provided within the framework of their duties with the prior approval of the Department.
6. FINAL PROVISIONS
34. Monitor the compliance by the Board Policies of the Company.
35. Board of Directors may request the Chairman of the Management Board on compliance with this Policy and the laws of the Republic of Kazakhstan regarding the disclosure of information by the Company.
36. Issues not regulated by these Regulations, governed by the laws of the Republic of Kazakhstan, the Charter and resolutions of the Board of Directors.
37. If as a result of changes in the legislation of the Republic of Kazakhstan the individual items of this Policy conflict with the laws of the Republic of Kazakhstan, these items become null and void, and before making changes to this Policy society governed by the laws of the Republic of Kazakhstan.