THE STATUTE OF THE NATIONAL COUNCIL ON CORPORATE GOVERNANCE AT THE PRESIDIUM OF THE ATAMEKEN NATIONAL CHAMBER OF ENTREPRENEURS OF THE REPUBLIC OF KAZAKHSTAN

1. General Provisions

2. Aims and objectives of the NCCG

3. Rights of the NCCG

4. Organization of work of the NCCG

5. Committees of the NCCG

6. Final provisions

1. General Provisions

1.1  The present  Statute of the National Council on Corporate Governance at the Presidium of the Atameken National Chamber of Entrepreneurs of the Republic of Kazakhstan (hereinafter referred to as the Regulations) determine the status of the National Council on Corporate Governance at the Presidium of the Atameken National Chamber of Entrepreneurs of the Republic of Kazakhstan (hereinafter referred to as the NCCG), the order of its operation.

1.2. The NCCG is a permanent advisory body to the Presidium of the Atameken National Chamber of Entrepreneurs of the Republic of Kazakhstan (hereinafter - NCE RK) and carries out its activities in accordance with the Constitution of the Republic of Kazakhstan, laws, other regulatory legal acts of the Republic of Kazakhstan, as well as these Regulations and other internal documents of the NCE RK.

1.3. The activities of the NCCG shall be carried out on the principles of transparency, voluntariness and equal responsibility of the NCCG members for the decisions taken.

2. Objectives of the NCCG activity

2.1. The purpose of the NCCG is to promote the improvement of corporate governance practices and increase the investment attractiveness of Kazakhstani companies.

2.2. The tasks of the NCCG related to the achievement of the above objective are:

•    development of standards and improvement of corporate governance quality in Kazakhstani companies, including the development of the Corporate Governance Code of the Republic of Kazakhstan;

•    ensuring a dialogue between corporate governance participants and state regulatory authorities; 

•    assistance in raising awareness of the Kazakhstani and foreign business community about the achievements of Kazakhstani companies in the field of corporate governance; 

•    encouraging the introduction of advanced corporate governance practices in Kazakhstani companies.

2.3. To achieve the goals and objectives, defined by the present Statute, the Council:

•    forms an expert opinion on corporate governance issues;

•    provides a platform for the exchange of experience in the field of corporate governance;

•    develops cooperation with leading foreign organizations engaged in corporate governance activities;

•    develops proposals and recommendations for improvement of the legislation of the Republic of Kazakhstan in the field of corporate governance;

•    coordinates the efforts of companies and experts to improve corporate governance standards;

•    assists in putting into practice ethical standards of business conduct;

•    monitors the quality of corporate governance and forms a rating of companies that comply with high standards of corporate governance;

•    conducts research on corporate governance practices in Kazakhstani companies;

•    carries out methodological and organizational work and ensures the procedures for maintaining the national register of independent directors of companies; 

•    organizes training and educational activities on corporate governance issues;

•    annually prepares and publishes a report on corporate governance in the mass media;

•    studies the specifics of the most typical violations in the field of corporate relations and develops practical recommendations for their elimination;

•    carries out other activities necessary for the implementation of the tasks assigned to the NCCG.

3. Rights of the NCCG

3.1. The NCCG has the right within its competence:

a) to make appropriate decisions on the issues under consideration, that are recommendatory;

b) to form topics, develop terms of reference and qualification requirements for consulting and analytical work;

c) to request and receive necessary information from state bodies and other organizations;

d) to involve domestic and foreign scientists, experts, consultants in their work. 

4. Organization of work of the NCCG

4.1. Personal staff of the NCCG is formed on the basis of proposals of the state bodies, NCE RK, interested organizations and is approved by the Board of the NCE RK.

4.2. The Chairperson of the NCCG supervises its activities, presides over meetings, and plans work. According to the decision of the Chairperson of the NCCG, during the Chairperson’s absence, the Deputy Chairman of the NCCG performs the functions.

The Chairman and members of the NCCG carry out their activities on a gratuitous basis.

4.3. The working body of the NCCG consists of representatives of organizations and state bodies.

18. По результатам заседания НСКУ в течение трех рабочих дней составляется протокол, подписываемый Председателем НСКУ и секретарем НСКУ, назначаемым НСКУ. Секретарь не является членом НСКУ.

4.4. The members of the working body are determined by the decision of the NCCG.

4.5. The Head of the Working Body is the Deputy Chairman of the Board of the NCE RK.

4.6. The working body organizes the work of the NCCG, including the preparation of proposals for the agenda of the NCCG meeting, necessary documents, materials to be sent to the members of the NCCG.

4.7. The members of the NCCG propose issues for discussion at its meeting. If it is approved by the Chairperson of the NCCG, the issue is considered at the meeting of the NCCG.

4.8. The agenda, as well as the venue and time of the meeting,  are determined by the Chairman of the NCCG. The members of the NCCG have the right to participate at the meeting via videoconference.

4.9. Meetings of the NCCG are held at least once a year.

4.10. Decisions of the NCCG shall be taken by open voting and shall be deemed adopted if they are supported by the majority of votes of the total number of the NCCG members present at the meeting. In the case of equal distribution of votes, the vote of the Chairperson of the NCCG shall be decisive. The members of the NCCG may participate in voting by sending written opinions.

4.11. Based on the results of the meeting of the NCCG, a protocol shall be drawn up within three working days and signed by the Chairperson of the NCCG and the Secretary of the NCCG appointed by the NCCG. The Secretary is not a member of the NCCG.

5. Committees of the NCCG

5.1. Committees are permanent (or temporary) subsidiary bodies of the NCCG, carrying out research and practical work in the areas of activities of the NCCG in accordance with the goal and objectives of the NCCG.

5.2. The decision on the establishment of the Committees is made by the NCCG.

5.3. The number of committees by spheres of activity of the NCCG is not limited.

5.4. Standing Committees are:

- Committee on National Standards of Corporate Governance;

- Committee of Corporate Secretaries;

- Committee of Independent Directors;

- Assessment and Ratings Committee.

5.5. The members of the Committees are approved by the NCCG. The Chairmen of the Committees of the NCCG are appointed members of the NCCG. The Chairman of the NCCGCommittee organizes its work, convenes meetings and presides over them.

5.6. Organizational and technical support of the Committees' activities is provided by the working body of the NCCG.

6. Final provisions

6.1. The NCCG, as a permanent advisory and consultative body of the NCE RK, uses the form of the NCCG in its activities. The Chairperson and (or) the Deputy Chairman of the NCCG are vested with the right of a signature on the appeals of the NCCG based on the relevant power of attorney.

6.2. Payment for the involved experts and placed orders for carrying out analytical works and researches is carried out at the expense of the NCE RK within the limits of the approved budget for the corresponding year.

6.3. Financial support for the activities of the NCCG shall be made in accordance with the approved budget of the NCE RK.

6.4. Changes and additions to the present Statute can be made by the decision of the Presidium of the NCE RK.