General Information
on Corporate
Governance
Core Principles
Protection of shareholders’ rights and legitimate interests.
Effective work of the Board of Directors and Management Board.
Transparency and reliability of disclosed information.
Legality, ethics, and managerial responsibility.
Management of corporate conflicts and conflicts of interest.
Developing human resources and protecting the environment.
Corporate Governance Structure
Corporate governance includes the Board of Directors, the Management Board, internal audit, and a hotline for confidential reporting of violations. The Company ensures a systematic approach to risk management, internal control, and management decision-making that promotes financial stability.
Transtelecom JSC consistently improves its corporate structure, focusing on best international practices and compliance with the laws of the Republic of Kazakhstan.
Equity Capital
In accordance with Government Resolution No. 280 dated March 31, 2014, “On Approval of the Comprehensive Privatisation Plan for 2014–2016,” Transtelecom JSC was included in the list of companies subject to privatisation and divestiture into a competitive environment.
As of December 31, 2024, the share capital structure is:
- NC Kazakhstan Temir Zholy JSC –25% + 1 share.
- Unit Telecom LLP – 75% –1 share.
There were no changes to the equity capital in 2024.
Common shares declared – 6,471,089, issued – 5,638,097, unissued – 832,992. Par value per share – 1,000 KZT. Funds raised from the placement – 12.2 billion KZT.
Bonds
On July 22, 2019, the Board of Directors resolved to issue bonds on the domestic market in the total amount of no more than 22 billion KZT with a coupon rate of 11.5% per annum and a maturity of 12 years. Baiterek National Management Holding JSC acquired bonds totalling 10 billion KZT on January 10, 2020. In January 2023, Transtelecom JSC executed an early repurchase of bonds totalling 2 billion KZT.
In accordance with the Board of Directors’ decision dated October 27, 2021, 15 billion KZT bonds with a coupon rate of 13.0% per annum and a maturity of 7 years were placed on November 19, 2021.
Dividends
No decisions on dividend payments were made in 2024.
Based on the 2023 results, in accordance with the resolution of the General Meeting of Shareholders dated January 27, 2025, 6 billion KZT was allocated for dividend payments.
The dividend per common share was 1,064.19 KZT.
Major transactions
Based on the 2024 results:
- Transtelecom JSC revenue – 86 billion KZT.
- Internet revenue – 16 billion KZT (market share 3.6%).
- Data transmission revenue – 8 billion KZT (market share 13.8%).
Growth was achieved through business diversification, development of B2Cloud, B2SP, B2C, and international operations.
An internal design institute was established, a contract was signed with Yandex.Cloud, and projects were implemented with NIT JSC, KAZ Minerals, and others. B2C client base growth was +16.7%.
General Meeting of Shareholders
The General Meeting of Shareholders is the supreme governing body.
The meeting’s terms of reference and the procedure for holding it are defined by the Charter and Regulations dated August 4, 2016, Minutes No. 1.
Transtelecom JSC ensures equal rights and protection of the interests of all shareholders.
Board
of Directors
Board of Directors
Activities
The Board of Directors exercises general management of Transtelecom JSC, with the exception of matters attributed to the competence of the General Meeting of Shareholders. The Board of Directors plays a key role in ensuring effective corporate governance, protecting shareholder rights, and overseeing the executive body.
The activities of the Board of Directors are governed by the Charter and the Regulations on the Board of Directors (approved August 4, 2016, with subsequent amendments).
In 2024, eight meetings of the Board of Directors were held, all in person.
At the meetings, 31 issues were considered, 25 of which were preliminarily reviewed by relevant committees.
The Board of Directors’ work was conducted in accordance with the approved annual plan.
Information about the Board of Directors’meetings
Information on participation in meetings of the Board of Directors of Transtelecom JSC by members of the Board of Directors in 2024
| Name | Meeting attendance | % | Period of service on the Board of Directors in the reporting period |
| Nurali Aliyev | 8 of 8 | 100 | January 1 – December 31, 2024 |
| Anuar Akhmetzhanov | 3 of 3 | 100 | January 1 – December 31, 2024 |
| Dmitry Pokupatelev | 8 of 8 | 100 | January 1 – December 31, 2024 |
| Eldar Gumarov | 7 of 8 | 91 | January 1 – December 31, 2024 |
| Berik Otemurat | 8 of 8 | 100 | January 1 – December 31, 2024 |
| Vyacheslav Anikhovsky | 8 of 8 | 100 | January 1 – December 31, 2024 |
| Galymzhan Ibraimov | 8 of 8 | 100 | January 1 – December 31, 2024 |
Composition of the Board of Directors as of 31 December 2024:
| Member of the Board of Directors | Date of election | Status |
| Nurali Aliyev | July 25, 2023 | Shareholder Representative |
| Anuar Akhmetzhanov | July 25, 2023 | Shareholder Representative |
| Dmitry Pokupatelev | July 25, 2023 | Shareholder Representative |
| Eldar Gumarov | July 25, 2023 | Shareholder Representative |
| Berik Otemurat | July 25, 2023 | Independent Director |
| Vyacheslav Anikhovsky | July 25, 2023 | Independent Director |
| Galymzhan Ibraimov | July 25, 2023 | Independent Director |
In 2024, Transtelecom JSC had three specialised committees of the Board of Directors:
- Audit Committee.
- Human Resources and Remuneration Committee.
- Strategic Planning Committee.
Executive
Body
The Management Board consists of the Chairman of the Management Board, Deputy Chairmen of the Management Board, and other persons.
Determination of the number of members, the term of office of the Management Board, the election of members of the Management Board, and the early termination of their powers are the exclusive responsibility of the Board of Directors.
Management Board Composition as of December 31, 2024:
| Name | Position | Date of election |
| Suyenish Abdildin | Chairman of the Management Board of Transtelecom JSC | December 8, 2023 |
Risk
Management
Transtelecom JSC is guided by five interrelated components of an effective risk management system:
- Management and corporate culture;
- Strategy and goal setting;
- Performance monitoring;
- Monitoring and implementation of changes;
- Information support, internal communication, and reporting.
CRMS Principles are based on the “three lines of defence” model:
- The Board of Directors oversees the CRMS effectiveness.
- The Audit Committee monitors the reliability of the system and facilitates its development.
- The Management Board ensures the CRMS implementation and maintenance.
- The Risk Committeeunder the Management Board formulates risk management proposals and ensures horizontal communication.
Key Risks
Liquidity Shortage Risk
At the end of 2024, the current liquidity ratio increased fivefold due to the disposal of long-term assets and the repayment of obligations to a major counterparty. Measures taken include reducing unjustified expenses, managing accounts receivable, and monitoring compliance with loan agreement terms.
Covenant Breach Risk
No loan agreement breaches were recorded in 2024. Regular monitoring, early repayment of obligations, and expense reduction are ensured.
Currency Risk
Exposure to the ruble and the pound sterling remains. Overall, the currency position has improved by 91%, and the Value at Risk (VAR) has been reduced by 85%. Measures include monitoring exchange rates and diversifying currency balances.
Risk of Increased Overdue Accounts Receivable
Overdue accounts receivable (over 3 months) have tripled compared to 2023 levels. Measures have been taken to monitor deadlines, conduct customer calls, ensure timely signing of reports, and issue invoices.
Quality
Management
Audit
and Certification
in 2024
In the reporting year, the Company successfully completed recertification and surveillance audits of its existing management systems, confirming compliance with international and national standards. The following certificates were received:
- ISO 50001:2018 (energy management, international certificate from URS Kazakhstan).
- ST RK ISO 50001:2019 (national certificate from Kazakhstan Quality Centre LLP).