© 2021 Transtelecom Joint-stock Company
Annual Report
Transtelecom JSC
2021 ///
The Company ensures that all shareholders
have equal rights and is constantly improving
its corporate governance system.
Faithfulness, reliability, and professionalism of its employees, the efficiency of their work, and mutual respect for each other, stakeholders, and society are the fundamental corporate values that form the Company’s activity.
The Company ensures equal rights of all shareholders and continuously improves the corporate governance system.
The Board of Directors and the Executive Body of the Company are building effective corporate governance to ensure the successful development of the Company while balancing the interests of shareholders, investors, and management.
The Company has a system in place for gathering and privately reviewing data regarding violations. The hotline makes it possible to confidentially report facts of corruption, fraud, discrimination, as well as other violations of the legislation of the Republic of Kazakhstan by employees of Transtelecom JSC.
In 2021, the Annual General Meeting of Shareholders was held on 28 June 2021. In total, 4 meetings of the General Meeting of Shareholders were held in 2021.
Composition of the Board of Directors As of December 31, 2021, the Board of Directors consists of six members: three members appointed by shareholders, and three non-executive directors:
| № | Member of the Board of Directors | Date of election | Status |
|---|---|---|---|
| 1 | Aliyev Nurali Rakhatovich | 4 August 2016 | Shareholder representative |
| 2 | Amrin Salmen Gabdollinovich | 15 November 2019 | Shareholder representative |
| 3 | Dmitry Alexandrovich Pokupatelev | 6 February 2020 | Shareholder representative |
| 4 | Dosmukametov Kanat Mukhametkarimovich | 15 November 2019 | Non-executive director |
| 5 | Issekeshev Yerlan Orentayevich | 4 August 2016 | Non-executive director |
| 6 | Otemurat Berik Mustayuly | 6 February 2020 | Non-executive director |
On 12 December 2021 Nadyrov Zhanbolat Urakovich resigned from the Board of Directors on his own initiative.
In accordance with the decisions of the General Meeting of Shareholders, members of the Board of Directors are paid remuneration and reimbursed expenses related to the performance of their functions as members of the Board of Directors during their term of office.
Members of the Board of Directors are compensated for expenses (travel, accommodation, per diem) related to travel to meetings of the Board of Directors and Committees of the Board of Directors of the Company held outside the place of permanent residence of a member of the Board of Directors.
In total, remuneration to non-executive directors for 2021 amounted to 61,954,300.48 tenge.
The Board of Directors consists of six members: three members appointed by shareholders, and three non-executive directors.
The Board of Directors of the Company operates in accordance with approved annual work plans. In total, eleven (11) meetings of the company’s Board of Directors were held in the reporting year, 11 of them in person, 0 in the form of absentee voting.
During these meetings of the Board of Directors, eighty-nine (89) decisions were made, all of them during in-person meetings.
| № | Full name | Attendance of meetings, from the date of appointment | % | Period of membership of the Board of Directors in the reporting period |
|---|---|---|---|---|
| 1 | Aliyev Nurali Rakhatovich | 11 out of 11 | 100 | 1 January – 31 December 2021 |
| 2 | Nadyrov Zhanbolat Urakovich | 10 out of 10 | 100 | 1 January – 12 December 2021 |
| 3 | Amrin Salmen Gabdollinovich | 8 out of 11 | 73 | 1 January – 31 December 2021 |
| 4 | Dmitry Alexandrovich Pokupatelev | 9 out of 11 | 82 | 1 January – 31 December 2021 |
| 5 | Dosmukametov Kanat Mukhametkarimovich | 10 out of 11 | 91 | 1 January – 31 December 2021 |
| 6 | Issekeshev Yerlan Orentayevich | 11 out of 11 | 100 | 1 January – 31 December 2021 |
| 7 | Otemurat Berik Mustayuly | 11 out of 11 | 100 | 1 January – 31 December 2021 |
Chairman of the Board of Directors of Transtelecom
The date of the first election
to the Board of Directors of Transtelecom JSC
is 4 August 2016.
Date of birth – 1 January 1985.
Member of the Board of Directors of Transtelecom JSC
The date of the first election
to the Board of Directors of Transtelecom JSC
is 6 February 2020.
Date of birth – 16 June 1984.
Independent Director, Member of the Board of Directors of Transtelecom JSC
The date of the first election
to the Board of Directors of Transtelecom JSC
is 4 August 2016.
Date of birth – 22 December 1973.
Independent Director, Member of the Board of Directors of Transtelecom JSC
The date of the first election
to the Board of Directors of Transtelecom JSC
is 4 August 2016.
Date of birth – 1 July 1968.
Independent Director, Member of the Board of Directors of Transtelecom JSC
The date of the first election
to the Board of Directors of Transtelecom JSC
is 6 February 2020.
Date of birth – 26 March 1980.
In a decision made on 10 December 2020 (Minutes No. 10/2020), the Board of Directors decided that the Management Board of the Company would consist of eight (8) people and that its term of office would be three (3) years.
| Adaybekov Yelnar Ruslanovich | Chairman of the Management Board of the Company |
| Minavar Yerlan Yerikuli | Deputy Chairman of the Management Board for Strategic Development and Innovation of the Company |
| Barmenkulov Kenes Tanatarovich | Deputy Chairman of the Management Board for Organizational Development of the Company |
| Donenbai Ghaziz Bolatuly | Deputy Chairman of the Management Board for Corporate Business Development of the Company |
| Kasymov Karim Dosmukhambetovich | Deputy Chairman of the Management Board for Business Development in the Public Sector of the Company |
| Akhmetov Murat Sailaubekovich | Deputy Chairman of the Management Board for Operations of the Company |
| Kozhasbayev Daniyar Zhenisovich | Deputy Chairman of the Management Board for Economics and Finance of the Company |
| Baymyrzauly Askar | Deputy Chairman of the Management Board for Administrative and Legal Issues of the Company |
Chairman of the Management Board Transtelecom JSC
Date of birth – 18 February 1986.
Deputy Chairman of the Management Board for Strategic Development and Innovation, Member of the Management Board Transtelecom JSC
Date of birth – 6 October 1985.
Deputy Chairman of the Management Board for Operations, Member of the Management Board of Transtelecom JSC
Date of birth – 22 August 1983.
Deputy Chairman of the Management Board for Administrative and Legal Affairs, Member of the Management Board Transtelecom JSC
Date of birth – 9 January 1985.
Deputy Chairman of the Management Board for Business Development in the Public Sector, Member of the Management Board Transtelecom JSC
Date of birth – 28 January 1985.
Deputy Chairman of the Management Board for Economics and Finance, Member of the Management Board Transtelecom JSC
Date of birth – 20 January 1983.
Deputy Chairman for Organizational Development, Member of the Management Board of Transtelecom JSC
Date of birth – 1 November 1981.
Deputy Chairman of the Management Board for the Development of Strategic Projects, Member of the Management Board Transtelecom JSC
Date of birth – 24 April 1988.
The activities of the Company’s Management Board are determined by the Charter, the Corporate Governance Code and the Regulations on the Management Board. In 2021, the Management Board held forty-two (42) meetings where one hundred and ninety-three (193) matters deemed within the purview of the execu-tive body by the Company’s Charter were discussed and decided. The Management Board carried out its activities in accordance with the decisions of the General Meeting of Shareholders and the Board of Directors of the Company.
Remuneration of the members of the Management Board is made in accord-ance with the Rules for Evaluating the Activities and Remuneration of the Senior Employees of the Company, which are developed in accordance with the legislation of the Republic of Kazakhstan, the Company’s Charter, Standard Rules for Evaluating the Activities and Remuneration of Senior and Managerial Employees of NC «KTZ» JSC.
The rules are based on the following concepts:
In the reporting year, the total remuneration paid to members of the Management Board (total salaries and all types of incentives in cash) amounted to 536,696 thousand tenge.