The requirements and the nominating procedure of candidates to the Board of Directors

Nominees for members of the company’s Board should have the relevant work experience, knowledge, and the qualification and positive achievements in a business and/or sectoral environment necessary to efficiently carry out of their role on behalf of the company and its Shareholders.

A person cannot be nominated as the company’s Board if he/she:

  1. Has an outstanding, or unwithdrawn as required by law, criminal record;
  2. Has no higher education;
  3. Previously served as a Chairman of the Board of Directors, Chief Executive Officer (Chairman of the Management Board), Deputy Director, Chief Accountant of other legal entity in the period at least one year prior to the decision on forced liquidation or forced redemption of shares, or temporary closing of other legal entity, recognized as a bankrupt as required by law; mentioned requirement is applied within five years after the date of decision on forced liquidation or forced redemption of shares, or temporary closing of other legal entity, recognized as a bankrupt as required by law;
  4. Is the company’s shareholder (participant), official or employee of a legal entity, competing with the company.

Candidate of the Independent Director of the company should meet the following criteria:

  1. Is not the company’s affiliate and was not as such within three years prior to his/her nomination to the Board of Directors (except the cases of tenure as the company’s Independent Director);
  2. Is not an employee of the company or its affiliates and was not as such within three years prior to his/her nomination to the company’s Board of Directors;
  3. Is not, and was not within three years prior to his/her nomination to the company’s Board of Directors, in close relation to (parent, brother, sister, son, daughter), or related by marriage  to(brother, sister, parent, son or daughter of spouse) a company employee;
  4. Is not associated with the company’s affiliates;
  5. Is not associated by sub-ordinance with the officials of the company or the company’s affiliates, and was not within three years prior to his/her nomination to the company’s Board of Directors;
  6. Is not, and was not within three years prior to his/her nomination to the company’s Board of Directors, an affiliate of major clients or customers of the company or its affiliates;
  7. Is not an affiliate of non-profit organization that receives significant financing from the company or its affiliates;
  8. Does not render any paid services to the company or its affiliates, including consultation;
  9. Is not an official of a legal entity in which a company employee holds a post of Board member;
  10. Is not a public servant;
  11. Is not a representative of "Samruk Kazyna" NWF at the meetings of the company’s authorities, and was not as such within three years prior to his/her nomination to the company’s Board of Directors;
  12. Is not the company’s auditor and was not as such within three years prior to his/her nomination to the company’s Board of Directors;
  13. Does not participate in the company’s auditing as an auditor of the audit organization and did not participate in such auditing within three years prior to his/her nomination to the company’s Board of Directors;
  14. Is not and was not within three years prior to his/her nomination to the company’s Board of Directors, an affiliate of the auditor of the company or its affiliates.

The requirements imposed to the persons electing to the company’s Board of Directors shall be fixed by the legislation of the Republic of Kazakhstan and the company’s Articles of Association.

 

The Board members shall be elected by the resolution of Shareholder meeting. Election materials shall contain the following information about the nominees:

  1. Surname, first name, patronymic (optional);
  2. Information on qualifications;
  3. Affiliation to the company;
  4. Information on places of work and positions held for the last three years;
  5. Other information confirming qualifications and the candidates work experience.

Materials shall indicate whether the candidate to the Board of Directors is the representative of Samruk-Kazyna NWF or he/she is the candidate to the position of the company’s Independent Director. In the cases when the candidate to the Board of Director is a shareholder or physical person, such information is subject to indication in materials as well.