2018 Corporate Secretary Report

The Corporate Secretary Institute is designed to maintain effective interaction between the shareholders of the Company, the Board of Directors and the executive body. In the framework of this interaction, the activities of the Corporate Secretary are aimed at improving the efficiency of managing the development of the Company in the interests of its owners, increasing the investment attractiveness of the Company, increasing its capitalization, and increasing the profitability of the business. The Corporate Secretary ensures the proper work of the Board of Directors and its Committees.

Corporate Secretary Regulation.

The Regulations on the Corporate Secretary have been adopted by the Board of Directors in its resolution dated November 17, 2016 (Minutes No. 9/2016). Pursuant to the Regulations, the Corporate Secretary is an employee of the Company who is not a member of the Board of Directors or the Management Board of the Company, who is appointed by the Board of Directors of the Company and is accountable to the Board of Directors of the Company.

The main tasks of the Corporate Secretary are:

  • Assurance the compliance of the bodies and officials of the Company with the legislation of the Republic of Kazakhstan in the field of corporate governance, listing rules (when securities are circulated on the stock exchange), the Charter, the Corporate Governance Code and bylaws of the Company, as well as improvement of corporate governance policies and practices;

  • Assurance of efficient operation of the Board of Directors and its committees;

  • Assurance of decisions making by the General Meeting of Shareholders in accordance with the requirements of the legislation of the Republic of Kazakhstan, the Charter and other bylaws of the Company;

  • Assurance of Company's important information storage, disclosure and submission, as well as maintenance of a high level information transparency;

  • Assurance of a clear and effective interaction between the Company's bodies, including between the Company and the General Meeting of Shareholders.

In 2018, the Corporate Secretary of the Company organized and held 14 meetings of the Board of Directors, including 8 in-person and 6 in absentee-meetings. At the same time, the overwhelming number of issues was considered at the in-person meetings (75 - at in-person meetings and 19 - at in absentee-meetings). In total, the BoD considered 94 issues relating to key aspects of Transtelecom JSC's business. There were also 4 meetings of Strategic Planning Committee and 5 meetings of HR and Remuneration Committee.