Қазақстан темiр жолы


The requirements for the independence of an independent member of the Company's Board of Directors are established by the Law of the Republic of Kazakhstan "On Joint Stock Companies" and the Corporate Governance Code.

The independence of an independent member of the Board of Directors is determined by the following criteria:

  • is not or has not been an employee of the company or the group for the last three years;
     
  • is not an official or an affiliated1 person of the  Company and was not one during the three years preceding his election to the Board of Directors (except in the case of his tenure as an independent director);
     
  • does not have or has not had a material business relationship with the company directly or as a partner, shareholder, director or general manager of the body during the last three years, or maintains such a relationship with the company;
  • is not affiliated with the Company's affiliates; 
     
  • has not received or is not receiving additional remuneration from the company in addition to the remuneration of the director;
     
  • is not subordinated to officials of this joint-stock company or affiliated organizations of this joint-stock company and was not subordinated to these persons during the three years preceding his election to the Board of Directors; 
     
  • does not participate in the audit of the Company as an auditor working as part of an audit organization, and did not participate in such an audit during the three years preceding his election to the board of directors, etc.
     
  • According to the JSC Law, members of the Board of Directors must monitor and, if possible, eliminate potential conflicts of interest at the level of officials and shareholders, including misuse of the company's property and abuse in transactions in which there is an interest.


The Independent Director monitors the possible loss of independence status and notifies the Chairman of the Board of Directors in advance in case of such situations. In case of circumstances affecting the independence of a member of the Board of Directors, the Chairman of the Board of Directors shall immediately bring this information to the attention of shareholders for making an appropriate decision.

The Board of Directors is responsible to the Sole Shareholder for effective management and proper control over the Company's activities.

Law of the Republic of Kazakhstan dated May 13, 2003 No. 415-II "On Joint-Stock Companies" https://adilet.zan.kz/eng/docs/Z030000415_

The Board of Directors determines the directions of the Company's strategic development, considers and makes decisions on issues of an industrial and financial nature.

Members of the Board of Directors devote sufficient time to attend and prepare for meetings of the Board of Directors and its committees. It is not allowed for a member of the Board of Directors to simultaneously hold the position of a member of the Board of Directors in more than four legal entities, simultaneous holding the position of Chairman of the Board of Directors is allowed only in two legal entities, holding positions by a member of the Board of Directors in other legal entities is allowed after receiving the approval of the Board of Directors. (provision of the company's Corporate Governance Code)

The following members of the Board of Directors combine other powers and/or membership in the Boards of Directors of other legal entities in Kazakhstan or outside Kazakhstan: 1) Aidar Ryskulov; 2) Alexander Schierhuber; 3) Yelzhas Otynshiyev; 4) Kuat Irubayev; 5) Ulf Wokurka; 6) Yernat Berdigulov; 7) John (Ian) McKay.

More detailed information can be found in the biography of the members of the Board of Directors at the link.
In accordance with the standard agreement concluded with independent directors of the Board of Directors, the minimum attendance requirement for meetings of the Board of Directors is at least 50%.

The implementation of the decisions taken is monitored on an ongoing basis, followed by regular informing of the Board of Directors. To ensure that the Corporate Secretary performs his functions, the Office of the Corporate Secretary (hereinafter referred to as the Office) has been created at NC KTZ JSC. The Office is a structural division of the Company, it consists of six employees. The Office employees have the appropriate qualifications and skills sufficient to perform their duties.

 


 1  Major shareholder, close relatives, spouse, close relatives of the spouse of an individual  

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