The Company undertakes to develop corporate relations in accordance with the following principles, which provide:
A real opportunity for the Sole Shareholder to realize its rights;
A strategic management of the Company’s functioning by the Board of Directors and its effective control over activities of executive bodies as well as accountability of the Board of Directors to the Sole Shareholder;
A requirement for executive bodies to reasonably and conscientiously manage day-to-day operation of the Company, and their accountability to the Board of Directors and the Sole Shareholder of the Company;
A timely disclosure of information about the Company, including its financial position, economic indicators, ownership and management structure;
An effective control over financial and economic functioning of the Company;
Statutory rights of the Company’s employees, development of partnership between the Company and its employees at addressing social issues and regulating working conditions;
An active cooperation of the Company with investors, creditors and other interested parties in order to increase the Company’s assets.
In order to improve the management system of the Company on 7th of September 2007 by the order of the Sole Shareholder – JSC “Holding “Samruk” #117-p the Code of Corporate Management of JSC “NC “KTZ” was approved (in accordance with the Decree of the President of the Republic of Kazakhstan dated 13 October 2008 #669 the supreme body of JSC “NC “KTZ” is the Sole Shareholder – JSC “National Welfare Fund “Samruk-Kazyna”).
The Code’s objectives are improvement and systematization of corporate management of the Company and ensuring greater transparency in the Company’s management.
The Code reveals basic principles of the best practices of corporate management according to which the Company will build its own system of corporate management.
The fundamental principles of this Code are:
Principle of protecting the rights and interest of the Shareholder (the shareholder should be able to receive an effective protection in case of a violation of his rights);
Principle of effective management of the Company by the Board of Directors and the Executive Board (provision of strategic management of the Company as well as accountability to the shareholder);
Principle of independent functioning of the Company (the structure of corporate management should ensure the Company’s activities in order to comply with the interests of the Company’s Shareholder in the best way);
Principles of transparency and objectivity of disclosure of information on the Company’s activities (ensuring timely and accurate information disclosure on every essential matter related to the Company including financial position, results of activities, ownership and management of the Company);
Principles of lawfulness and ethics (the Company’s internal documents should be developed according to law requirements and standards of corporate and business ethics);
Principles of effective dividend policy (ensuring a simple and transparent mechanism of determining the size of dividends and payment conditions).
Principles of effective personnel policy (development of social and partnership relationships between the Company and its employees);
Principles of environment protection (taking nature-conservative measures aimed at reducing a negative impact on environment and efficient use of natural resources);
Policy of regulating corporate conflicts and conflict of interests (an effective system of corporate management assumes a clear division of responsibilities between employees and officials that excludes situations where a conflict of interests might happen);
Principle of responsibility (to ensure the rights of all the persons concerned).
Principles of corporate management are the basis for recommendations contained in subsequent chapters of the Code, which are necessary for formation, operation and improvement of the corporate management system of the Company.