JSC "National exploration
company "Kazgeology"

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Committees attached to Board of Directors

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The main Committees of the Board of Directors are advisory bodies and intended for solving the tasks of the Board of Directors. Committees shall not act on behalf of the Board of Directors, are not the bodies of the Company and authorized to regulate the Company’s operation.

Committee meetings are held when necessary, but at least three times a year. The Committee's decisions are taken by majority of votes of the Committee members present at the meeting. Each member has one vote; the Chairman of the Committee has a casting vote in case of the tie vote of the Committee members. At the present moment, the Committees of the Board of Directors are formed.

The Audit Committee

By the Resolution of the Board of Directors dated of 26 December 2012 (Minutes No 11/12) the Audit Committee was created in order to control the financial and economic activities of the Company. The purpose of the Audit Committee is to assist the Board of Directors in controlling of:

1) elaboration of an effective control system for financial and economic activity of the Company (including, completeness and accuracy of the financial statements);
2) reliability and efficiency of internal control systems and risk management, as well as the execution of documents in the field of corporate governance;
3) independence of the external and internal audit, as well as the procedure of ensuring compliance with the legislation of the Republic of Kazakhstan;
4) By the Resolution of the Board of Directors dated of 26 December 2012 (Minutes No 11/12) the Audit Committee members were elected. The Chairman of the Audit Committee is Irishev Almaz Berlinovich, the Non-Executive Director of the Board of Directors of Kazgeologiya, the member of the Audit Committee - Zhakatayev Yerken Isakhanovich, a member of the Board of Directors of Kazgeologiya.

Nomination and Remuneration Committee

By the Resolution of the Board of Directors dated of 24 April 2012 (Minutes No 4/12) the Nomination and Remuneration Committee of the Board of Directors was established (hereinafter - Nomination and Remuneration Committee), which serves to engage qualified specialists in management process of the Company and create motivation necessary for successful work. The Committee competence also includes issues concerning the level of remuneration and compensations to members of the Board and the non-executive members of the Board of Directors.

By the Resolution of the Board of Directors dated of 23 November 2012 (Minutes No 9/12) new members of the Nomination and Remuneration Committee were elected. Chairman of the Nomination and Remuneration Committee is Irishev Almaz Berlinovich, the Non-Executive Director of the Board of Directors of Kazgeologiya, the members of the Nomination and Remuneration Committee are Zhakatayev Yerken Isakhanovich, Head of Subsoil Use of the Ministry of Industry and New Technologies of the Republic of Kazakhstan.

The Committee on Governance and Social Affairs

The Committee on Governance and Social Affairs was established by the decision of the Board of Directors as of 03.07.2013 (Minutes No. 5/13), which is an advisory body of the Board of Directors of the Company. All proposals developed by the Management Committee on Governance and Social Affairs, are recommendations that are submitted to the Board of Directors.

The recommendations of the Committee on Governance and Social Affairs approval by the Board of Directors are sent to the sole shareholder for consideration and decision making as established by the Legislation of the Republic of Kazakhstan.

The members of the Committee on Governance and Social Affairs are elected by the decision of the Board of Directors as of 03.07.2013 (Minutes No. 5/13). Chairman of the Committee, Igor Abramov, an independent director of the Board of Directors of “Kazgeologiya” JSC, members of the Committee on Governance and Social Affairs, Ismailov Ulzhabay Zhumagaliyevich, Daukey Serikbek Zhusupbekuly, Batgarin Kanat Abdualiyevich, Jordan Ashton Luckett.

The Strategic Planning Committee

The Strategic Planning Committee was established by the decision of the Board of Directors as of 03.07.2013 (Minutes No. 5/13), which is an advisory body of the Board of Directors of the Company. All proposals developed by the Management The Strategic Planning Committee, are recommendations that are submitted to the Board of Directors.

The recommendations of the Committee on Governance and Social Affairs approval by the Board of Directors are sent to the sole shareholder for consideration and decision making as established by the Legislation of the Republic of Kazakhstan.

The members of the Strategic Planning Committee are elected by the decision of the Board of Directors as of 03.07.2013 (Minutes No. 5/13). Chairman of the Committee, Daukey Serikbek Zhusupbekuly, an independent director of the Board of Directors of “Kazgeologiya” JSC, members of the Strategic Planning Committee, Ismailov Ulzhabay Zhumagaliyevich, Igor Abramov, Jordan Ashton Luckett.