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Report on the work of the corporate secretary, 2017

Regulation on the Corporate Secretary

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:

  1. 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;
  2. assurance of efficient operation of the Board of Directors and its committees;
  3. 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;
  4. assurance of Company's important information storage, disclosure and submission, as well as maintenance of a high level information transparency;
  5. assurance of a clear and effective interaction between the Company's bodies, including between the Company and the General Meeting of Shareholders;

The work of the Corporate Secretary in 2017

In 2017, Transtelecom JSC held 11 meetings of the Board of Directors, including 8 in-person and 3 in-absentia meetings. In accordance with the best practice of corporate governance, the number of absentee meetings of the Board of Directors was reduced to minimum. In total, 72 issues were considered on key aspects of Transtelecom JSC's business. Also, 7 meetings of the Strategic Planning Committee and 6 meetings of the Nominations and Remunerations Committee were held.

The Corporate Secretary provided an analysis of the materials submitted for consideration to the Board of Directors/Committees and structural divisions of the Company for compliance with the legislation of the Republic of Kazakhstan and Company's bylaws.

During the reporting period, in order to ensure the effective operation of the Board of Directors, the Corporate Secretary’s Office ensured the following:

  • drawing up and distribution of materials required for the organization and conduct of meetings of the Board of Directors, Committees (notice of meetings, draft resolutions on the agenda issue of the meeting, draft documents for preliminary review, etc.).
  • timely execution of documents submitted for consideration to the Board of Directors, Committees, in accordance with the established procedure; drawing up of requests and replies to letters on behalf of the Board of Directors, distribution of documents adopted by the Board of Directors.
  • taking into account the in-absentee holding of meetings, the relevant ballots were drawn up and sent to the members of the Board of Directors for voting, the completed ballots were received back, the written opinions were received from the Directors and were transferred to the Chairperson of the Board of Directors.
  • assurance of materials translation for meetings of the Board of Directors/Committees into English, as well as consecutive/simultaneous translation of meetings of the Board of Directors/Committees from the Russian language and/or into English.

In general, during the reporting period, the Corporate Secretary ensured the implementation of a wide range of tasks and functions prescribed by the Company's bylaws, including tasks to ensure the effective operation of the Board of Directors, as well as clear and effective interaction between the Board of Directors, the General Meeting of Shareholders and the Company's Management Board.

The work of the Board of Directors of Transtelecom JSC in 2017 was aimed at establishment of the necessary conditions for maintenance of stable operation of Transtelecom JSC and its development as the largest communication operator in the Republic of Kazakhstan, increasing the capitalization and investment attractiveness of the Company, ensuring effective control over the disposal of assets, investment and financial and economic activities, improving the effectiveness and transparency of internal management mechanisms, improving the monitoring system and accountability of the Company's management bodies, observance of shareholders' rights.

In 2017, the Board of Directors fully met the goals, objectives and functional responsibilities established by the Code of Corporate Governance, the Charter, the Regulations of the Board of Directors of the Company.