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Internal documents of the company

Regulation on the Audit Committee of the Board of Directors

Regulations on the audit Committee
Board of Directors of JSC NC "Kazakhstan engineering"
General provisions

1. This Regulation on the audit Committee of the Board of Directors of joint stock company "NC "Kazakhstan engineering" (hereinafter - the Regulation) defines the status, competence, composition, working procedure and functions of the audit Committee of the Board of Directors of the Company, the procedure for convening and holding its meetings, making decisions, as well as the rights and responsibilities of members of the audit Committee.

2. Understood and definitions used in the Provision:
Law - Law of the Republic of Kazakhstan "on joint-stock Companies";
Company-joint-Stock company " NC "Kazakhstan engineering";
Company - legal entities, fifty or more than fifty percent of the shares of which are owned by the Company on the right of ownership or trust management;
Audit Committee - the audit Committee of The company's Board of Directors;
Regulation-regulation on the audit Committee of The company's Board of Directors:
Company management - the head and members of the company's Executive body.

3. The regulation is an internal document of the Company and is developed in accordance with the Law and the company's Charter and other internal documents of the Company.

4. The audit Committee is a consulting and Advisory body of The company's Board of Directors and is created for in-depth study of issues that fall within the competence of the Board of Directors or are studied by the Board of Directors in order to control the activities of the company's Executive body and develop necessary recommendations to the Board of Directors and the company's Executive body.

5. The audit Committee is accountable to The company's Board of Directors and acts within the powers granted to it by The company's Board of Directors and this Regulation.

6. In its activities, the audit Committee is guided by the legislation of the Republic of Kazakhstan. The Charter of the Company, decisions of the sole shareholder (General meeting of shareholders) of the Company, Regulations on the Board of Directors of the Company, these Regulations and other decisions of the Board of Directors of the Company.

Competence of the audit Committee

7. The audit Committee acts in the interests of the company's shareholder (s) and its work is aimed at assisting The company's Board of Directors by making recommendations on:
1) establishing an effective system of control over The company's financial and economic activities (including the completeness and reliability of financial statements);
2) control over the reliability and effectiveness of internal control and risk management systems, as well as the execution of documents in the field of corporate governance;
3) control over the independence of external and internal audit, as well as the process of ensuring compliance with the legislation of the Republic of Kazakhstan;
4) other matters in accordance with the requirements of this Regulation.

Rights of members of the audit Committee

8. A member of the audit Committee has the right to:
1) request and receive from the company's officials and employees any information (documents, materials) in relation to the Company, if \ " the above information is necessary for him to perform the functions of a member of the audit Committee;
2) hold meetings with external and internal auditors without the participation of representatives of the Company's management;
3) initiate or conduct any investigations on matters within the purview of the audit Committee, as defined by this Regulation;
4) get acquainted with the minutes of meetings and decisions of the audit Committee, audit opinions;
5) request that the minutes of the meeting of the audit Committee include their separate opinions on the issues on the agenda and decisions taken;
6) request the convening of a meeting of the audit Committee;
7) put issues on the agenda of the audit Committee meeting;
8) exercise other rights provided for by the current legislation of the Republic of Kazakhstan. The company's Charter and other internal documents of the Company.

Composition, election and term of office of members of the audit Committee

9. Determining the number of members, term of office of the audit Committee, election of its Chairman and members, as well as early termination of their powers is the responsibility of The company's Board of Directors.
10. The audit Committee consists of members of the Company's Board of Directors and experts who have the necessary professional knowledge to work in the audit Committee.
11. The audit Committee must consist of at least two members, including an independent Director(s). The Chairman of the audit Committee is elected from among the independent Directors.
A non-independent member of the Company's Board of Directors may be elected to the audit Committee if the company's Board of Directors decides, on an exceptional basis, that the person's membership in the audit Committee is necessary in the interests of the Company and its shareholder(s). If this appointment occurs, The company's Board of Directors must disclose the nature of the Director's dependence and justify the decision to accept him to the audit Committee in a report to the sole shareholder, the shareholder holding all voting shares (the General meeting of shareholders).
12. In the audit Committee, at least one of its members must have a long-term work experience corresponding to education in the field of accounting and financial reporting and/or Finance and/or audit.
13. The corporate Secretary of the Company performs the functions of organizational and informational support for the work of the audit Committee.

Chairman of the audit Committee

14. The Chairman of the audit Committee performs the following functions:
1) organizes the work of the audit Committee;
2) calls meetings of the audit Committee and chairs them;
3) organize the record keeping at meetings;
4) determine the format of meetings of the audit Committee.
15. In case of absence of the Chairman, his functions are performed by one of the members of the audit Committee upon the decision of the audit Committee.

Working Procedure of the audit Committee

16. The audit Committee meets in person at least once a quarter and holds extraordinary meetings as necessary. The audit Committee chooses the format of the meeting based on the importance of the issues under consideration. The audit Committee prepares an annual work plan for the audit Committee, which is approved by the audit Committee.
The agenda of the meeting of the audit Committee is prepared and distributed by the Corporate Secretary to all members of the audit Committee and interested parties no later than two weeks before the planned date of the meeting. A meeting of the audit Committee is considered competent if there is a quorum - at least half of the number of members of the audit Committee.
A meeting of the audit Committee may be convened at the initiative of its Chairman or at the request of:
1) any member of the audit Committee;
2) the shareholder;
3) internal audit services.
If the Chairman of the audit Committee refuses to call a meeting, the initiator has the right to apply to the Board of Directors of the Company with the specified request, which is obliged to call a meeting of the audit Committee.
The meeting of the audit Committee is held with the mandatory invitation of the person who submitted the specified request.
17. Decisions are made by a simple majority vote of the members of the audit Committee participating in the meeting. If the votes are equal, the Chairman of the audit Committee has the casting vote.
In exceptional cases, depending on the urgency and importance of the issues under consideration, a member of the audit Committee may participate in an in-person meeting of the audit Committee, if there is a quorum, via videoconference (interactive audio-visual communication), conference call (simultaneous conversation of members of the audit Committee in the "telephone meeting" mode), as well as using other means of communication. In this case, a member of the audit Committee is considered to have participated in an in-person meeting of the audit Committee. At the same time, the minutes of the Committee meeting indicate the type of communication used.
18. Members of the audit Committee are required to attend in-person meetings of the audit Committee. If necessary, the following persons may attend meetings of the audit Committee at the invitation of the Chairman of the audit Committee:
1)head of the internal audit service;
2) lead partner and/or other representatives of the external auditor;
3) the first Manager and other representatives of the Company, including the chief accountant, as well as representatives of the legal division of the Company;
4) independent consultants (experts) engaged in accordance with the established procedure to receive information on issues on the agenda.
19. A Protocol is drawn up based on the results of each meeting of the audit Committee, no later than three business days after it is held. The minutes are signed by the Chairman of the audit Committee or the person who chairs the meeting, as well as the Corporate Secretary, who are responsible for the correctness of the preparation and content of the minutes.
The corporate Secretary ensures that the minutes of meetings of the audit Committee are kept.

Functions of the audit Committee

20. The audit Committee, in accordance with the established procedure, performs the following functions:
1) on financial reporting issues:
a) discuss with the company's management and the external auditor the financial statements, as well as the validity and acceptability of the financial reporting principles used, significant estimates in the financial statements, and significant adjustments to the statements;
b) discuss with the company's management, external and internal auditors the proposed (expected) changes in the company's Accounting policy and how these changes will affect the content of the statements;
C) consider any significant differences between the external auditor and the Company's management regarding the company's financial statements;
d) pre-approves the company's Accounting policy;
e) pre-approves the company's annual financial statements.
2) on internal control and risk management:
a) analyze reports of external and internal auditors on the state of internal control and risk management systems;
b) analyzes the effectiveness of the Company's internal controls and risk management systems, as well as provides suggestions on these and related issues;
C) monitors the implementation of recommendations of the Company's internal and external auditors regarding internal control and risk management systems;
d) holds regular meetings with the Company's management to review significant risks and control issues and the company's relevant risk management and internal control plans;
e) pre-approves the Company's policies and procedures for internal control systems and risk management;
f) analyzes the results and quality of implementation of measures (corrective steps) developed by the Company to improve the internal control and risk management system.
3) on external audit issues:
a) studies issues related to the appointment and change of the company's external auditor and prepares recommendations on this issue;
b) ensure that the external auditor receives a list of all SOPs & gt; tstv\ "the best services that the external auditor provides (plans to provide) to the Company}" and discusses it with the external auditor. Assesses whether related services are compatible with the auditor's independence. Recommends that the Board of Directors of the Company take measures to ensure the independence of the external auditor;
C) pre-approves the receipt of related services from the external auditor:
d) pre-approves the essential terms of the draft agreement (contract) with the external auditor for the audit of the company's annual financial statements:
e) discuss with the external auditor how the proposed audit plan and scope meet the needs of the company's shareholders and Board of Directors;
f) review, together with the external auditor, the results of annual and interim audits, including information from the Company's management on the results of audits;
g) holds meetings with the external auditor at least once every six months, without the participation of representatives of the Company's management.
4) on internal audit issues:
a) supervises the activities of the internal audit service;
b) make proposals on the number of members, the term of office of the internal audit service, the appointment of its head and employees, as well as early termination of their powers, the procedure for the work of the internal audit service;
C) make proposals to the Board of Directors on the amount and conditions of remuneration and bonuses for employees of the internal audit service, qualification requirements for employees of the internal audit service;
d) pre-approves the regulations on the internal audit service, policies, internal audit procedures and other documents regulating the activities of the internal audit service, as well as changes and additions to them, and ensures the independence of the internal audit service from the company's management;
e) pre-approves the candidates of managers and employees of internal audit services in the company's subsidiaries and affiliates, as well as submits proposals for early termination of their powers, in the absence of their boards of Directors and audit committees;
f) pre-approves the internal audit policies and procedures of the company's subsidiaries and affiliates in the absence of their Boards of Directors and audit Committees;
g) pre-approves the annual audit plan, budget (cost estimate) of the internal audit service;
h) pre-approves regular reports of the internal audit service that present in a generalized format the results of work and the most significant audit comments;
I) considers the issue of existing restrictions that prevent the internal audit service from effectively performing its tasks, and contributes to the elimination of such restrictions;
j) holds meetings with the head of the internal audit service at least once a quarter without the participation of representatives of the Company's management;
l) conduct a preliminary assessment of the internal audit service's activities;
m) initiates independent audits (assessments) of issues of interest by the internal audit service, if necessary;
If the Executive body of the Company needs to conduct an independent audit (assessment) of the issue of interest by the internal audit service, the head of the Executive body of the Company applies to the audit Committee to obtain preliminary permission to carry out this independent audit (assessment).
5) on compliance with the law:
a) assesses the effectiveness of the Company's internal procedures designed to ensure compliance with the law by the Company;
6) receives and studies reports of authorized bodies (including tax authorities), external and internal auditors, company management, on compliance with the law;
C) make proposals on the "hotline" procedure, through which employees of the Company can confidentially or anonymously contact information about alleged violations of legislation or abuses, including those related to the completeness and reliability of financial statements, as well as suggestions on how to review and respond to such requests.
b) activity Reporting:
a) regularly, but at least once a year, reports to the Board of Directors on its activities;
b) prepare information on the results of the audit Committee's work for inclusion in the report of the Board of Directors and disclose it in the report to the Sole shareholder (annual General meeting of shareholders).
7) Other responsibilities:
a) develop, as necessary, recommendations to the Board of Directors on conducting special investigations (audits), including with the involvement of independent consultants (experts);
b) analyzes and summarizes fraud cases and assesses the adequacy of measures taken by the company's Executive body to prevent fraud in the future;
C) perform, on behalf of the Board of Directors, other duties related to the competence of the Committee.

Responsibility of members of the audit Committee

21. A member of the audit Committee is liable to the Company and the Sole shareholder (General meeting of shareholders) for damage caused by his actions (inaction), in accordance with the legislation of the Republic of Kazakhstan, including for losses incurred as a result of providing misleading or knowingly false information.


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