The Board of Directors appointed Ye. Ramazanov as Corporate Secretary and Ombudsman of the Company (Minutes No. 2 dated 28 February 2014).
The responsibility of the Corporate Secretary is to ensure that the Company’s bodies and officials comply with the procedures for enforcement of rights and interests of the general shareholders’ meeting, and that the Company follows the provisions and guidelines of the laws in the Republic of Kazakhstan with regard to corporate governance, the Charter provisions and other internal documents of the Company. The Corporate Secretary also shall assist in efficient exchange of information between the bodies of the Company and shall function as advisor to members of the Company’s Board of Directors and Management Board on governance issues.
The Corporate Secretary shall monitor preparation and holding of meetings of the Company’s Board of Directors, ensure preparation of information for the meeting of the Company’s Board of Directors, control over access to them.
The functions of the Corporate Secretary are to:
1) ensure that the Company’s bodies and officials comply with the laws with regard to corporate governance, Charter, Code and internal documents of the Company, and that the policy and practice in the context of corporate governance is improved;
2) ensure efficiency of the general shareholders’ meeting, the Board of Directors and its committees;
3) ensure storage, disclosure and submission of material information on the Company, and high level of information transparency;
4) ensure a clear and efficient interaction between the Company’s bodies.
The institution of Ombudsman was established at KEGOC within initiatives, measures and actions taken by the general shareholders’ meeting, the Board of Directors and Management Board in order to:
1) strengthen the internal control system and risk management;
2) ensure that the Company’s bodies and officials comply with the laws, Charter, KEGOC Code of Business Ethics and Corporate Governance Code;
3) strengthen measures to prevent and settle corporate conflicts and conflicts of interests;
4) improve the Company’s image.
The functions of the Ombudsman are to:
1) ensure that the Company’s employees and officials comply with KEGOC Code of Business Ethics and Corporate Governance Code and, if necessary, explain their provisions;
2) assist to the Company’s officials in addressing the complaints regarding illegal actions within the Company;
3) assist to the Company’s officials in preventing or settling the corporate conflicts and conflicts of interests;
4) assist to business partners and interested parties in ethical issues arisen in the course of work, as well as a fact of violation of the Code provisions, corrupt and other illegal actions.
The Ombudsman shall be directly accountable to the Board of Directors, Chairman of the Board of Directors and shall perform its activity independently of internal structures of the Company.
The activity of the Ombudsman shall be based on the following principles:
- neutrality and disaffection;
- good faith;
- reasonableness and objectiveness.
Mailing address: 59 Tauyelsizdik Ave, 010010, Astana; Attn: Ombudsman of KEGOC