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Internal documents of the company

Regulation on the Nomination and Remuneration Committee

POSITION
about the Nomination and Remuneration Committee of the Board of Directors
JSC National Company Kazakhstan Engineering
PKNV-SD -2012

GENERAL PROVISIONS

1. These Regulations on the Nomination and Remuneration Committee of the Board of Directors (hereinafter referred to as the Committee) of the National Company Kazakhstan Engineering (hereinafter referred to as the Company) are developed in accordance with the legislation of the Republic of Kazakhstan, the Charter of the Company, the Corporate Governance Code of the Company and international corporate practice management.

2. These Regulations determine the status and competence of the Committee, the rights and obligations of members of the Committee, the procedure for its formation, the duties of the Chairman of the Committee and the organization of work of the Committee.

3. The Committee is an advisory body of the Board of Directors (hereinafter - the Board of Directors). All proposals developed by the Committee are recommendations that are referred to the Board of Directors.

4. The recommendations of the Committee made on issues referred by the Charter of the Company to the competence of the Sole Shareholder are sent if the Board approves the Sole Shareholder for consideration and decision in the manner prescribed by law.

5. The committee is created in order to develop and submit recommendations to the Board of Directors on the following issues:

  • attracting qualified specialists to the composition of the Board of Directors, the Management Board, to the position of the head of the Internal Audit Service (IAC) and the Corporate Secretary;

  • formation of proposals for the Board of Directors of the Company on the determination of remuneration, independent directors and other members of the Board of Directors, members of the Affiliate of the Company (hereinafter referred to as members of the Management Board) in accordance with the goals, objectives and current position of the Company and the level of remuneration in the same type and scope of activity.

6. Members of the Committee do not participate in meetings of the Committee when considering issues related to their own appointment and / or remuneration.

COMPETENCE, RIGHTS, OBLIGATIONS OF THE COMMITTEE

7. The competence of the Committee includes the following issues:

1) for appointments:

  • consideration and development of recommendations for qualification requirements for candidates for the composition of the IAC developed and presented by the head of the IAC;

  • preparation of qualification requirements for candidates for the Board of Directors of the Company;

  • preparation of recommendations for the Board of Directors on candidates for independent directors and committees of the Board of Directors, to the Management Board (with the exception of the Chairman of the Management Board), to the posts of the head of the IAC, corporate secretary, termination of the powers of these persons, materials on the appointments of officers of the Company and its organizations submitted to the Board of Directors according to the Charter of the Company;

2) on remuneration issues:

recommendations on the policy and remuneration structure of independent directors and other members of the Board of Directors, members of the Management Board, IAS, corporate secretary;

making proposals to the Board of Directors on changing the amount of remuneration of independent directors and other members of the Board of Directors, members of the Management Board, IAS, Corporate Secretary;

when considering remuneration of the above category of persons, it takes into account their performance of their duties, and / or key performance indicators of the Company approved by the Board of Directors as part of the Development Plan. In this case, it is necessary to take into account the risk of increased remuneration without a corresponding improvement in the Company's activities;

 consideration of model provisions for the payment of remuneration to independent directors and making relevant proposals and comments.

3) providing the Board of Directors with recommendations on other issues within its competence in accordance with the instructions of the Board of Directors and / or the provisions of internal documents of the Company;

4) providing the Board with an annual report on the work of the Committee.

8. To exercise the powers vested in the Committee, members of the Committee have the right:

1) request documents, reports, explanations and other information from members of the Committees, the Management Board, IAS, the corporate secretary, secretaries of the committees of the Board of Directors and other employees of the Company. The information and documents set forth above are transmitted through corporate secretar. The company is obliged in the prescribed manner to provide the Committee with all the necessary materials and resources at its own expense;

2) invite members of the Board of Directors, the Management Board, Committees and other persons to meetings of the Committee;

3) make proposals on qualification requirements for candidates for independent directors and other members of the Board of Directors;

4) in the prescribed manner, use the services of external experts and consultants within the framework of the funds provided for in the current year budget for the maintenance of the Board of Directors of the Company;

5) participate in the monitoring and verification of the implementation of decisions and instructions of the Board of Directors on issues of its activities;

6) make proposals for amendments and additions to this Regulation;

7) to use other rights that do not contradict the legislation of the Republic of Kazakhstan, internal documents of the Company and necessary for the Committee to exercise its powers.

9. The members of the Committee are obliged:

1) carry out its activities honestly and in good faith in the interests of the Sole Shareholder and the Company as a whole and comply with the basic principles of the Corporate Governance Code of the Company and the Code of Business Ethics;

2) to devote a sufficient amount of time for the effective performance of their duties;

3) participate in the work of the Committee and attend its meetings, with the exception of cases of consideration of issues of their own appointment and / or remuneration;

4) observe the confidentiality of all information that becomes known to them during the performance of official duties;

5) within the limits of its competence and in accordance with the procedure provided for by these Regulations, perform other duties that may be determined by the Board of Directors;

6) notify the Board of Directors of any changes in its status as an independent director within five business days from the date of change of this status or of a conflict of interest in connection with decisions to be taken by the Committee.

3. FORMATION OF THE COMMITTEE

10. The Committee is created by the Board of Directors from its members and experts with the necessary professional knowledge to work in the Committee. The Chairman of the Committee is one of the independent directors. The terms of office of the members of the Committees coincide with the terms of their powers as members of the Board of Directors, but the Board of Directors is reviewed annually. The Chairman of the Management Board cannot be a member of the Committee.

11. The Committee has the right to attract, on an ongoing basis or periodically, experts (employees of the Company) or external experts and consultants for a quality consideration of issues within the competence of the Committee.

Committee experts attend committee meetings without the right to vote. The experts of the Committee have the right to initiate meetings of the Committee, to prematurely terminate their authority on their own initiative by written notification to the Committee through the Secretary of the Committee.

CHAIRMAN OF THE COMMITTEE

12. The Chairman of the Committee organizes the work of the Committee, in particular:

1) convenes meetings of the Committee and presides over them;

2) approves the agenda of meetings of the Committee;

3) organize discussion of issues at meetings of the Committee, as well as hear the opinions of persons invited to participate in the meeting;

4) develops a plan of regular meetings for the current year, taking into account the plan of meetings of the Board of Directors.

ORGANIZATION OF THE WORK OF THE COMMITTEE

13. The work of the Committee is carried out in the form of meetings.

14. The functions of the Secretary of the Committee are performed by the Corporate Secretary of the Company.

15. The Secretary of the Committee ensures the preparation and conduct of meetings of the Committee, the collection and systematization of materials for meetings, timely sending to the members of the Committee and invited persons notifications of meetings of the Committee, the agenda of meetings, materials on agenda items, the recording of meetings, the preparation of draft decisions of the Committee, and also subsequent storage of all relevant materials.

The Secretary of the Committee ensures that members of the Committee receive the necessary information.

16. Meetings of the Committee are held according to the annual plan approved by the Board of Directors.

17. The decision to convene a regular meeting of the Committee, the date, time and place of the meeting and the issues on the agenda, as well as the decision on the list of persons invited to the meeting, are made by the Chairman of the Committee in accordance with the plan for the regular meetings of the Committee.

18. An extraordinary meeting of the Committee is held by decision of the Chairman of the Committee on his own initiative, an appeal from any member of the Committee, the Board of Directors, the Sole Shareholder, as well as upon a written request from the Chairman of the Management Board.

19. Notification of meetings of the Committee together with the agenda should be sent to the persons participating in the meeting no later than five working days before the date of the meeting of the Committee.

20. A meeting of the Committee is competent if at least half of the members of the Committee took part in it.

21. Decisions of the Committee may be taken in the form of in-person, absentee or mixed voting. The committee seeks to minimize the holding of absentee meetings.

22. The Secretary of the Committee is entitled to attend meetings of the Committee, except for those meetings at which issues of his remuneration and appointment are discussed. The presence at the meetings of the Committees of other persons, without the right

votes on the agenda items of the Committee meeting are allowed only at the invitation of the Committee.

23. Decisions of the Committee are adopted by a simple majority of votes of the total number of all members of the Committee participating in the meeting. In the event of a tie, the vote of the Chairman of the Committee is decisive.

24. Each member of the Committee may express their dissenting opinion, which is submitted together with the minutes of the decision of the Committee. In cases where a decision cannot be made on certain issues due to the interest of individual members of the Committee, such a fact is recorded in the minutes of the meeting of the Committee.

25. The protocol is drawn up in two original copies, one of which, after signing, is sent to the Board of Directors with the application of materials and recommendations prepared for it.

26. A separate section of the annual report of the Board of Directors is devoted to the work of the Committee.

27. In cases where independent directors and / or other employees of the Company are involved in consulting activities or assisting the Committee, the latter must identify and prevent a conflict of interest. No person should be involved in the process of determining their own appointment and / or remuneration.


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