The work of the board of directors in 2018
Number of meetings and attendance by BoD members
In 2018, 14 meetings of the Board of Directors were held, including 8 in-person and 6 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, BoD considered 94 issues related to key aspects of Transtelecom JSC's business.
Information on BoD members presence at the meetings of the Board of Directors in 2018
Full name | Meeting of the Board of Directors | Meeting of Strategic Planning Committee | Meeting of Internal Audit Committee | Meeting of HR and Remuneration Committee | Period of membership in the Board of Directors in the reporting period | ||||
---|---|---|---|---|---|---|---|---|---|
Qty | % | Qty | % | Qty | % | Qty | % | ||
B.P. Urynbassarov | 12/14 | 85% | do not attend | 01.01.2018-31.12.2018 | |||||
N.R. Aliyev | 14/14 | 100% | 01.01.2018-31.12.2018 | ||||||
M.S. Mukhanov | 14/14 | 100% | 01.01.2018-31.12.2018 | ||||||
A. Baimyrzauly | 12/13 | 92% | 3/4 | 75% | 01.01.2018-31.12.2018 | ||||
Ye.O. Issekeshev | 14/14 | 100% | 4/4 | 100% | 9/9 | 100% | 5/5 | 100% | 01.01.2018-31.12.2018 |
K.M. Dosmukametov | 12/13 | 92% | 4/4 | 100% | 9/9 | 100% | 5/5 | 100% | 01.01.2018-31.12.2018 |
D. R. Hexter | 14/14 | 100% | 4/4 | 100% | 9/9 | 100% | 5/5 | 100% | 01.01.2018-31.12.2018 |
The key issues that the BoD considered in 2018
Over the reporting period, the Board of Directors at its meetings considered both strategic and current issues of the work within its competence. The list of issues and decisions thereon are recorded in the relevant minutes and resolutions of the meetings of the Board of Directors
During the reporting period, the Board of Directors considered a number of key issues governing the following areas:
Financial and economic activities:
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On the pre-approval of the annual financial statements of Transtelecom JSC
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On proposals to the General Meeting of Shareholders of Transtelecom JSC on the procedure of Transtelecom JSC's 2018 net income distribution and the size of dividend per one ordinary share of Transtelecom JSC
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On the conclusion of major transactions and interested-party transactions of the Company.
Strategic development:
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Acquisition of common shares in Alma Telecommunications Kazakhstan JSC;
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Consideration of the budget execution report of Transtelecom JSC for 2017
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Adoption of the budget of Transtelecom JSC for 2019;
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Adoption of the Development Plan of Transtelecom JSC for 2018-2022.
Corporate governance:
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Decisions were made as part of the preparation for holding the annual and extraordinary General Meeting of Shareholders of the Company;
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Adoption of the report on the work of the Board of Directors of Transtelecom JSC for 2017;
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Consideration of the results of performance evaluation of the Board of Directors of Transtelecom JSC for 2017;
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Adoption of Motivation Maps of CEO, members of the Management Board and Head of the Internal Audit Service of Transtelecom JSC for 2018 as well as their KPIs passports;
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Hearing of reports of executed instructions issued by the Board of Directors of Transtelecom JSC
Internal audit:
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Adoption of the Guidelines for the organization of internal audit in Transtelecom JSC as amended;
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Adoption of the annual audit plan of the Company's Internal Audit Service for 2019;
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The Board of Directors quarterly hears the reports of the Internal Audit Service.
Sustainability:
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Approval of the provisions on the branches of Transtelecom JSC as amended;
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Approval of the new edition of the Code of Business Ethics of Transtelecom JSC;
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Approval of the Accounting Policy of Transtelecom JSC in the new edition;
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Approval of the tax accounting policy of Transtelecom JSC as amended.
The measures taken by the Board of Directors for noting the shareholders' opinions with respect to the Company
Representatives of both shareholders of the Company are represented equally in the Board of Directors in order to take into account the shareholders' opinions regarding the Company.
Representatives of shareholders generate opinions on the agenda items of the Board of Directors meeting and voice this position at the Board of Directors meeting. This fact is recorded in the minutes of the meeting of the Board of Directors and is taken into account by other members of the Board of Directors when voting on items of the agenda. Shareholders through their representatives in the Board of Directors have the right to initiate issues, affecting the interests of shareholders, to be considered by the Board of Directors of Transtelecom JSC
The Board of Directors is the representative of the interests of shareholders and must respond promptly to complaints and appeals received from shareholders through their consideration at the meetings
During the reporting period, the Board of Directors did not receive any opinions of shareholders regarding the Company.
Employment record of the members of the Board of Directors of Transtelecom JSC
Bauyrzhan Pazylbekovich Urynbassarov
Chairman of the Board of Directors the Vice-President for Infrastructure Projects of KTZ NC JSC
For the first time, Mr.Urynbassarov was elected to the Board of Directors of Transtelecom JSC on February 19, 2016 (minutes No. 02/07 of the NC KTZ JSC dated February 19, 2016).
On August 4, 2016, by the decision of the General Meeting of Shareholders of Transtelecom JSC (Minutes No.1), he was reelected as a member of the Board of Directors and Chairman of the Board of Directors of Transtelecom JSC
Date of birth: October 22, 1970.
Citizenship: Republic of Kazakhstan.
Education, including basic and additional:
1993 - Almaty Institute of Railway Engineers, organization of transportation and traffic management in railway transport.
Work experience:
Mr.Urynbassarov began working in 1993 on the West Kazakhstan Railway.
During 1994-1997 he was the duty officer in the park of Kzyl-Orda station, the duty officer of Almaty 2 station, train dispatcher of the Almaty branch of the road;
1997 - 2004 - road dispatcher, lead engineer, chief specialist, head of the department of the Main Transportation Directorate of Kazakhstan Temir Zholy RSE. Assistant to the First Deputy Director General, Adviser to the First Deputy Director General, Chief Engineer of the Transportation Process Coordination Authority of Kazakhstan Temir Zholy RSE;
2004 -2010 - Chief Engineer of the Transportation Directorate, Chief Engineer of the Backbone Network Directorate, Director of KTZ NC JSC's branch - Karaganda Branch of the Road, Director of KTZ NC JSC's branch - Transportation Process Directorate. Director of KTZ NC JSC's branch - Almaty branch of the road;
2010 - 2014 - Managing Director-Chief Engineer, Managing Director for Operations of Kazakhstan Temir Zholy NC JSC;
from February to April 2014 - acting CEO of Kaztemirtrans JSC;
2014 - 2016 - Vice-President of Kazakhstan Temir Zholy NC JSC;
2016 - 2017 - Chief Engineer of Kazakhstan Temir Zholy NC JSC;
2017 - Vice President for Infrastructure, Kazakhstan Temir Zholy NC JSC.
Nurali Rakhatovich Aliyev
Member of the Board of Directors of Transtelecom JSC
For the first time, Mr.Aliyev was elected to the Board of Directors of Transtelecom JSC by the General Meeting of Shareholders in its resolution dated August 4, 2016 (Minutes No.1).
Date of birth: January 1, 1985
Citizenship: Republic of Kazakhstan.
Education, including basic and additional:
2001-2002 - Pepperdine University, Malibu, California, USA
2002-2003 - International University, Vienna, Austria
2003-2005 - Abai Kazakh National Pedagogical University,Abay, city Almaty, Kazakhstan. Bachelor of Economics and Finance
2006 - University of Texas, McCOMBS Business School, USA. Marketing Strategies (EMBA Training Course)
2005-2006 - "IMADEK" University, Vienna, Austria. Master of Business Administration.
Labor activity:
2003-2004 - Corporation "SUCDEN ET DENREES SA", France
Employee of the International Trade Department
2004-2005 - Sugar Center JSC, Kazakhstan. Head of International Department/Deputy Head of International Department.
2005-2006 - Sugar Center JSC, Kazakhstan, CEO
2007-2010 - Nurbank JSC, Almaty. Chairman of the Board of Directors/First Deputy Chairman of the Management Board/Deputy Chairman.
2008-2013 - Development Bank of Kazakhstan JSC, Astana Astana Managing Director - Member of the Management Board
2013-2014 - Transtelecom JSC, CEO
2014-2016 - Akimat of Astana, Astana, Deputy Akim
Social work:
Since 2013 - Member of the Board of Trustees of Ana uy Public Foundation
Since 2015 - Member of the Coordination Council of the "Machine Builders Union of Kazakhstan"
Since 2016 - Chairman of the Board of Trustees of "Astana Invest" Association
Since 2016 - the founder of "ZHANARTU" charitable fund
Since 2017 - CEO of Federation of Mountaineering and Sport Climbing of the Republic of Kazakhstan.
Marlen Savitovich Mukhanov
Member of the Board of Directors of Transtelecom JSC
For the first time, Mr. Mukhanov was elected to the Board of Directors of Transtelecom JSC by the General Meeting of Shareholders in its resolution dated August 4, 2016 (Minutes No.1).
Date of birth: 17 January 17, 1982.
Citizenship: Republic of Kazakhstan.
Education, including basic and additional:
2003 - O.A.Baikonurov Zhezkazgan University, OA Baikonurova Zhezkazgan, specialty "Fundamentals of Law and Economics"
2014 - Almaty Management University, Almaty, Master of Corporate Governance
Work experience:
2003 - Specialist of the Small and Medium Business Lending Department of Halyk Bank of Kazakhstan JSC, Zhezkazgan;
2004 - Leading Specialist of the Small and Medium Business Lending Department of AB Nurbank JSC;
2005 - Head of the SME Lending Department of ASB of Bank Center Credit JSC;
2006 - Head of department of the Corporate Business Authority of Nurbank JSC;
2007 - Head of Corporate Business Authority of Nurbank JSC; since May 2008 General Director of Capital Holding LLP.
Askar Baimyrzauly
Member of the Board of Directors of Transtelecom JSC, Head of the Legal Body of the Legal and Claims Department of KTZ NC JSC.
For the first time, Mr. Baimyrzauly was elected to the Board of Directors of Transtelecom JSC by the General Meeting of Shareholders in its resolution dated August 4, 2016 (Minutes No.1).
Date of birth: January 9, 1985.
Citizenship: Republic of Kazakhstan.
Education, including basic and additional:
2006 г. – 2006 - Al-Farabi Kazakh National University, Almaty, specialization - Jurisprudence
2008 - Al-Farabi Kazakh National University, Almaty, Master of Law.
2010 - T.Ryskulov Kazakh Economic University, Almaty, department of Economics
Work experience:
2011-2016 - Senior Manager of Legal Support Department of KTZ NC JSC
2016 - Head of the Legal Support Group, Legal Support and Judicial Claims Department, KTZ NC JSC.
Yerlan Orentayevich Issekeshev
Independent Director, Member of the Board of Directors of Transtelecom JSC;
For the first time, Mr.Issekeshev was elected to the Board of Directors of Transtelecom JSC by the General Meeting of Shareholders in its resolution dated August 4, 2016 (Minutes No.1).
Date of birth: July 1, 1968.
Citizenship: Republic of Kazakhstan.
Education, including basic and additional:
1992 - Alma-Ata Power Engineering Institute, Electrical Engineer, specializing in “Electric drive and automation of industrial plants and technological complexes”;
2003 - "Turan" University, Economist in "Taxes and taxation" specialty;
2003 - "Energy Industry for the Countries of Central Asia and Transcaucasia" seminar ( Tokyo, Japan);
2003 - "Energy Development in Malaysia" seminar ( Kuala Lumpur, Malaysia);
2004 - "Management of Energy Companies and Stations in the Transition to the Energy Pool in the Conditions of the Liberalized Market" seminar ( London, England);
2010 - "HEC" French Business School, Paris. "International Executive MBA", specialization - "Management in the field of "Oil, Gas, Energy.""
Work experience:
1992 - 1993 - Engineer for the equipment of Kazakhgas state holding company, Uralsk;
1992 - 2000 - Director of Tabys LLP, Alex LLP, financial director of Rauan LLP;
1993 - 2000 - Financial Director of Karagandy Power LLP, Deputy Director of the Petrochemical Plant, Atyrau, work in senior positions of commercial structures;
2000 - 2002 - Deputy Director of Astana Energy Service LLP, Astanaenergoservise JSC, Astana;
2002 - 2005 - Commercial Director of Karagandy Zhylu LLP, Karaganda;
2005 - General Director of Karagandy Zharyk LLP, Karaganda;
2005 - 2007 - General Director of Karagandy Zhylu LLP, Karaganda;
2007 - 2008 - Deputy Akim of the Karaganda region for public utilities;
2008 - advisor to the Chairman of the Management Board of KazynaCapitalManagement JSC on the issues of establishment and development of "Ithmaar Kazyna CIS Regional Energy Fund" investment Fund for Energy;
22009 - 2011 - Managing partner of "Falah Partners" investment fund;
2009 - 2012 - Independent director, member of the Board of Directors of Samruk-Energy JSC;
from 2011 - to the present - Chairman of the Board of Directors of the multidisciplinary holding company "ISS Corporation" LLP.
Kanat Mukhametkarimovich Dosmukametov
Independent Director, Member of the Board of Directors of Transtelecom JSC
For the first time, Mr.Issekeshev was elected to the Board of Directors of Transtelecom JSC by the General Meeting of Shareholders in its resolution dated August 4, 2016 (Minutes No.1).
Date of birth: December 22, 1973
Citizenship: Republic of Kazakhstan.
Education, including basic and additional:
1994 - Kazakh State Academy of Management, specialty - Business and Management.
PhD in Economics.
Work experience:
1994 - 2000 - Lead, chief economist, head of the Licensing Department, head of the Methodology Department, deputy head of the Banking Supervision Department, deputy director of the Banking Supervision Department of the National Bank of the Republic of Kazakhstan;
2000-2003 - Head of the Coordination Department of the National Bank of the Republic of Kazakhstan ( Astana)
2003 года – заместитель директора Департамента финансового надзора Национального Банка Республики Казахстан.
2004 - 2006 - Deputy Chairman of the Agency for Regulation of the Financial Market and Financial Organizations;
2006 - 2007 - Managing Director of SAFC Investment Company;
2006 - 2007 гг. – Управляющий директор Инвестиционной компании «SAFC».
2007 - Deputy Chairman of the Management Board of KazAgro National Holding JSC;
2007 - 2009 - Chairman of the Management Board of Delta Bank JSC;
2009 - Managing Director of Deloitte TCF LLP;
2009 - 2012 - Chairman of the Treasury Committee of the Ministry of Finance of the Republic of Kazakhstan;
2012 - Managing Director of Samruk-Kazyna joint-stock company;
2012-2015 - Deputy Chairman of the Management Board of the Eurasian Development Bank;
2015 - Deputy Chairman of the Managemen Board of Development Bank of Kazakhstan JSC;
2016 - General Director of Polymetal Eurasia LLP.
In different years:
Chairman of the Board of Directors of JV Pana Insurance JSC; Member of the Board of Directors of Development Bank of Kazakhstan JSC, Export-Credit Insurance Corporation KazExportGarant JSC, Investment Fund of Kazakhstan JSC, Alliance Bank JSC, Bank VTB JSC (Kazakhstan).
David Richard Hexter
Independent Director, Member of the Board of Directors of Transtelecom JSC
For the first time, Mr.Hexter was elected to the Board of Directors of Transtelecom JSC by the Management Board of KTZ NC JSC in its resolution in 2011. By the decision of the General Meeting of Shareholders dated August 4, 2016 (Minutes No.1), he was re-elected to the Board of Directors.
Date of birth: March 11, 1949
Citizenship: United Kingdom of Great Britain and Northern Ireland.
Education, including basic and additional:
1970 - University of Oxford, studied philosophy, politics and economics. MA
1973 - Cranfield School of Management, MBA
2008 - University College London at the University of London - Jurisprudence and Political Theory
2011 - Birkbeck (University of London) - studied ethics and political philosophy. Master of Philosophy degree.
2016 - Queen Mary University of London, Ph.D. in Political Philosophy.
Work experience:
1970 - 1992 - held various positions at Citibank.
1992 - 2004 - worked at the European Bank for Reconstruction and Development
2002 - 2004 - Member of the Board of Directors of Small Business Bank
Mr. Hexter is currently an Independent Director on the Board of Directors of Piraeus Bank SA, Independent Director on the Board of Directors of Bank Zachodni WBK, Chairman of the Supervisory Board of Private Equity New Markets.