Report of the Board of Directors of the Company

Organization of work of the board of directors

The Board of Directors carries out general management of the Company's activities, except for resolution of issues that are within the competence of the General Meeting of Shareholders of the Company. The Board of Directors plays a key role in the formation and development of the corporate governance system, ensures the protection and exercise of shareholders' rights, and oversees the activities of the executive body.

The formation procedure, the competence of the Board of Directors, the procedure for convening and holding meetings of the Board of Directors are determined by the Charter and the Regulation on the Board of Directors of the Company (approved by the decision of the General Meeting of Shareholders of Transtelecom JSC dated August 4, 2016, with subsequent amendments and additions).

The Board of Directors conducts annual work on the basis of approved plans, sums up the activities for the past year, determines the priority activities of the Company, makes decisions on concluding major transactions and interested-party transactions as well as other transactions in accordance with the Charter of Transtelecom JSC

The competence of the Board of Directors, in particular, includes:

  • Determination of priority areas of activity and development strategies of the Company;

  • Assurance of compliance with and assessment of the effectiveness of the Company's internal control and risk management systems;

  • Determination of the number of members, the term of office of the executive body, and decisions making on the appointment of the head of the Internal Audit Service and the Corporate Secretary;

  • Convening of the annual and extraordinary General Meeting of Shareholders, as well as preliminary consideration of issues submitted to the General Meeting of Shareholders;

  • Adoption of the Company's Development Plan and its follow-up;

  • Approval of the total number of employees and the structure of the Company's Central Office;

  • Approval of Motivation Maps and KPIs Passports of the Chairman, members of the Management Board, the head of the Internal Audit Service and the Corporate Secretary of the Company;

  • Approval of bylaws of the Company, except for the bylaws the approval of which is within the competence of the General Meeting of Shareholders and executive bodies of the Company;

The Board of Directors of the Company consists of 7 (seven) directors. Members of the Board of Directors of the Company are elected by the General Meeting of Shareholders

Composition of the Board of Directors

The General Meeting of Shareholders of Transtelecom JSC in its resolution No.1 dated August 4, 2016 determined the composition of the Board of Directors of Transtelecom JSC in the amount of 7 (seven) members.

During 2018, the composition of the Company's Board of Directors has changed as follows:

On December 19, 2018, A. Baimyrzauly left the composition by submitting a written notice of the early termination of his powers as a member of the Board of Directors.

The Chairman of the Board of Directors of the Company was Bauyrzhan Pazylbekovich Urynbassarov - a representative of the National Company Kazakhstan Temir Zholy JSC.

The composition of the Board of Directors of the Company is stable and includes highly professional members. The Company considers the composition of the Board of Directors to be optimal in terms of the number of members and balanced in terms of the number of Independent Directors. A high proportion of Independent Directors (43%) ensures objectivity in the consideration of issues, and the independence of the judgments of these directors increases the efficiency of the Board of Directors and also helps to improve the corporate governance system of the Company as a whole.

The composition of the Board of Directors as of December 31, 2018:

Bauyrzhan Pazylbekovich Urynbasarov Chairman of the Board of Directors of the Company;representative of the shareholder's interests;
Nurali Rakhatovich Aliyev Member of the Board of Directors of the Company;representative of the shareholder's interests;
Marlen Savitovich Mukhanov Member of the Board of Directors of the Company;representative of the shareholder's interests;
Kanat Mukhametkarimovich Dosmukametov Independent Director, member of the Company's Board of Directors
Yerlan Orentayevich Issekeshev Independent Director, member of the Company's Board of Directors
David Richard Hexter Independent Director, member of the Company's Board of Directors