Corporate governance

In accordance with strategy of JSC “NC “SEC “Saryarka”:

Corporate governance is a method of interaction between the company stakeholders, Board of Directors and executive body chosen by the Company to provide the most effective activity aimed at maximizing current profitability and increasing the cost of the Company’s share capital.

The Company considers corporate governance as a means of improving its efficiency and enhancing its reputation.

Governing bodies of the joint-stock company are as follows:

  • supreme body is the General Shareholder Meeting (sole shareholder, if all voting shares belong to one shareholder);
  • governing body is the Board of Directors;
  • executive body is the Executive Board;
  • body controlling financial and economic activity of the Company is the Internal Audit Service.

Interaction between these bodies is provided in accordance with the Law of the Republic of Kazakhstan “On Joint-Stock Companies” and Articles of Association of the Company.

The current governance model of the Company is determined, first of all, by its legal corporate form and the specifics of the Company’s main activity.

The general control of the Company’s activity, excluding the issues attributed to exclusive competence of the shareholder, is carried out by the Board of Directors of the Company.

The Executive Board is a collegial body that manages the current activity of the Company, except for those functions attributed to exclusive competence of the General Shareholder Meeting (sole shareholder) and the Board of Directors, and is responsible before its shareholders (sole shareholder) and the Board of Directors for the performance of its entrusted tasks. The Board of Directors determines the number of members, term of office of the members of the Executive Board, election of the Chairman of the Executive Board, as well as early termination of their powers.

The Company governance structure is organized by a hierarchical system, which is based on the “vertical” governance model and on subordination of lower level management entities to the higher level management entities. The interaction of the supreme governing body and the Company is provided in accordance with the principles of corporate governance.

The Company is governed exclusively by execution of the shareholder’s powers (General Shareholder Meeting) stipulated by the laws of the Republic of Kazakhstan “On Joint-Stock Companies”, “On State-Owned Property” and/or Articles of Association and representation of the Monitoring and Assessment employees in the Board of Directors.

The supreme body ensures the Company governance by setting the top-priority tasks and strategic areas of activity.

The Company manages the subsidiaries and dependent companies in accordance with the Law of the Republic of Kazakhstan “On Joint-Stock Companies” and the Law of the Republic of Kazakhstan “On Limited and Additional Liability Partnerships”.

To provide effective corporate governance in the Company, the Corporate Governance Code, as well as other normative documents regulating the Company activity as a whole, as well as issues of interaction with subsidiaries and dependent companies, are developed and effective.

To create the effective governance model, ensure transparency of activity, the Company studies the modern standards of corporate governance corresponding to the global best practice.

The system of effective management is implemented and improved, the internal control and monitoring mechanisms aimed at identifying all the risks associated with operation in the market conditions are improved.