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Internal documents of the company

Regulations on the management Board

POSITION
about the management Board of the joint-stock company
"national company "Kazakhstan engineering"

1. This Regulation defines the status, competence, organization of work of the Board of the national company "Kazakhstan engineering "joint stock company, the procedure for election, rights, duties and responsibilities of its members.

2. The following concepts are used in this Regulation:

1) Company-joint-stock company "national company" Kazakhstan engineering»;

2) Shareholder - a shareholder who owns all the company's voting shares;

3) Board of Directors - Board of Directors of Kazakhstan engineering national company joint stock company»;

4) Management Board - management Board of the national company "Kazakhstan engineering "joint-stock company»;

5) members of the Management Board-the Chairman and other members of the Management Board of the national company "Kazakhstan engineering "joint stock company»;

3. The regulation is an internal document of the Company and is developed in accordance with the Law of the Republic of Kazakhstan "on joint - stock companies" (hereinafter-the Law), the company's Charter and other internal documents of the Company.

Status of the management Board and procedure for electing members of the Management Board

4. The management Board is a collective Executive body of the Company that manages its current activities.

5. The Board is headed by the Chairman of the Board - President of the Company (hereinafter - the Chairman).

The Chairman of the management Board has one Deputy.

6.Election of members of the Management Board and early termination of their powers are carried out in accordance with the company's Charter. The members of the Board, excluding the Chairman, are elected at the proposal of the Chairman of the Board.

Termination of the powers of an employee of the Company as a member of the Management Board is not a ground for termination of their employment relations with the Company.

7. To manage the management Board's records, the Chairman of the Management Board appoints the Secretary of the management Board or a person acting as a Secretary appointed at the Management Board meeting who meets the following qualification requirements: 1)higher legal education; 2) at least 2 years of work experience in the specialty; 3)knowledge of the specifics of the Company's activities and its internal documents; 4) computer skills.

Board Competence

8. The competence of the management Board and the Chairman of the management Board is determined by the Law and the company's Charter.

The Board also ensures that:

1) providing members of the Board of Directors, upon their written request, with information about the Company's activities, including those of a confidential nature;

2) conducting an annual audit of the company's annual financial statements in accordance with the procedure and terms stipulated by the legislation of the Republic of Kazakhstan and the company's Charter;

3) submission of the company's annual financial statements for consideration by the Board of Directors and approval by the shareholder;

4) publication of the company's annual financial statements certified by an audit organization in accordance with the procedure and terms stipulated by the legislation of the Republic of Kazakhstan and the company's Charter.

9. The position of the Board at meetings of the Board of Directors and when deciding shareholder is the Chairman of the Board or other person on behalf of the Chairman of the Board.

Rights and obligations of Board members

10. A member of the Management Board may:

1) resolve issues of the company's current activities within the management Board;

2) get the necessary information about the Company's activities, get acquainted with the company's constituent and other documents;

3) submit written proposals to the management Board on the formation of the work plan of the management Board and the agenda of the Management Board meeting;

4) request in writing to convene a meeting of the Company's management Board;

5) Express in writing their disagreement with the decisions of the Board and bring it to the attention of the Chairman;

6) exercise other rights provided for by the legislation of the Republic of Kazakhstan, the company's Charter and the employment contract concluded by each of them with the Company.

11. A member of the Management Board must:

1) participate in Board meetings, including discussing and voting on issues on the agenda of the Board meeting;

2) act in the interests of the Company, perform its duties in good faith and reasonably;

3) execute decisions and instructions of the shareholder, the Board of Directors and the management Board of the Company, and comply with the requirements of the company's Charter and internal documents;

4) not to disclose information constituting commercial and official secrets of the Company;

5) bring information to the attention of the Board of Directors, the company's internal audit Service and the audit organization that audits the company's financial statements:

about their participation in the management bodies of other legal entities; about transactions known to them that they may be interested in;

6) control the preparation and timely submission of materials for the Board meeting on issues initiated by Them.

12. A member of the Management Board must not use or allow the use of The company's property in contradiction with the company's Charter, decisions of the shareholder, the Board of Directors, or for personal purposes, as well as abuse their official position when making transactions with their affiliates.

13. A member of the Management Board may work in other organizations only with the consent of the Board of Directors.

organization of work of the Board

14. The work of The company's Management Board is organized and coordinated by the Chairman of the management Board.

15. Meetings of the Management Board are held at least 2 times a month, on the 1st and 16th of each month in accordance with the work plan of the Management Board. If the date of the Board meeting coincides with a weekend/holiday, the day of the Board meeting is the next business day after the weekend/holiday.

An extraordinary meeting of the Management Board may be initiated by the Chairman or A member of the Management Board.

16. The management Board has the right to consider and make decisions on issues on the agenda, if 2/3 of the members of the Management Board participate in this process.

17. Determining the terms of the agenda and convening a meeting of the Management Board, and chairing it is the responsibility of the Chairman of the Management Board. In the absence of The Chairman of the Management Board, these functions are performed by the Deputy Chairman of the management Board. The agenda of the Board meeting is approved by the Chairman of the Board 2 business days before the Board meeting.

18. At the initiative of the Chairman of the management Board, it has the right to consider issues not included in the agenda at its meeting.

19. Responsible for timely and quality preparation of materials for the Board meeting are heads of structural divisions of the Company, which the Chairman of the Board entrusted with the preparation of these materials or a Board member who initiated the consideration of the question at the Board meeting.

The Secretary of the Management Board controls the timely submission of materials for the Board meeting.

The relevant question from the agenda of the Board meeting is excluded in case of untimely submission of materials for the meeting of the Board or present them with violation of an order under this Provision.

20. Materials prepared by structural divisions are sent to the Secretary of the management Board with copies attached by the number of members of the Management Board no later than three days before the meeting of the Management Board with visas of the Executive and the head of the company's structural division and must contain:

1) explanatory note on the issues on the agenda explaining the need to consider these issues and make decisions on them;

2) the agenda;

3) draft decision with visas of the heads of interested structural divisions of the Company;

4) list of persons invited to the meeting (if necessary);

5) other necessary documents on the agenda items.

21. The agenda of the Board meeting must contain:

1) date, time and place of the Board meeting;

2) indication of the form of the Board meeting;

3) list of issues to be submitted to the Board meeting;

4) the list of persons invited to participate in the Board meeting, including speakers and co-rapporteurs.

22. The original materials for the Board meeting are kept by the Secretary of the Board.

The Secretary of the Management Board ensures the formation of documents for the meeting of the Management Board. Members of the Management Board have the right to get acquainted with the materials by receiving them from the Secretary of the Management Board.

23. The issue on the agenda of a Board meeting may be postponed by the Chairman in case of absence of the Board member raising this question.

24. The management Board, due to special reasons that require prompt decision-making, may take decisions by absentee voting on the initiative of the Chairman of the Management Board.

Absentee voting of members of the Management Board is carried out by collecting signatures on the draft Protocol, or by sending them by members of the management Board

its decision on each item on the agenda of the Board meeting in writing to the Secretary of the Board.

25. Decisions of the Management Board are made by a simple majority of the total number of votes of the Management Board members.

If the votes are equal, the vote of the Chairman of the management Board is decisive.

26. The Board's decision shall be in writing in the form of a Protocol signed by the members of the Board who voted for this decision.

If a member of the Management Board does not agree with the decision made by the management Board, he/she may request that his/her dissenting opinion be included in this decision.

A Board member's dissenting opinion may also be attached to the Board's decision in writing by the Board member. In this case, the special opinion of the Board member attached to the decision of the Board is a mandatory Appendix to the relevant decision of the Board.

27.The minutes of the Board meeting are drawn up by the Secretary of the Board within three business days after the Board meeting.

The minutes of the meeting shall specify:

1) place, date and form of the event;

2) members of the Management Board participating in the meeting (voting in case of absentee voting);

3) invited persons;

4) agenda of the meeting;

5) questions put to the vote on each item of the agenda separately with the reflection of the results of voting on each item of the agenda (the results of voting are not specified if the decision is made unanimously);

6) decisions made.

During a meeting of the Management Board, none of its members participating in the meeting may abstain or not participate in voting.

28. Registration of minutes of the Board meeting, their formation in the relevant cases and the safety of paper originals are provided by the Secretary of the Board.

After registration, copies of the minutes of the Board meeting, together with the attached approved documents, are sent by the Secretary of the Board according to the mailing list prepared by him.

On the written instructions of the Chairman of the Board or at the written request of the head of structural division of the Secretary of the Board shall be issued an extract from the minutes of the Board, signed by the person who made the statement and stamped by the Secretary of the Board of the Company.

Additional copies to the previously sent copies of the minutes of the Board meeting may be made solely for the purpose of preparing other documents of the Company and attached to them.

29. Materials for the Board meeting and minutes of the Board meetings may be confidential information or contain commercial or official secrets of the Company. In this case, admission to the Board meeting, preparation of materials and registration of the Protocol are carried out in compliance with the requirements established by the Company for the protection of information constituting commercial or official secrets of the Company. Such materials and minutes of Board meetings (excerpts from Them) are marked "confidential".

Materials for Board meetings and minutes of Board meetings may be classified as state secrets. In this case, admission to the Board meeting, preparation of materials for the meeting and registration of the Protocol are carried out in compliance with the requirements of the legislation on state secrets.

30. Information on decisions of the Board may be provided to the media by the Chairman of the Board or other Board members on behalf of the Chairman of the Board.

Responsibility of Board members

31. Members of the Management Board are liable for damage caused to the Company by their actions (inaction) in accordance with the legislation of the Republic of Kazakhstan.

When determining the grounds and amount of liability of members of the management Board, the usual business conditions and all relevant circumstances must be taken into account.

The responsibility of several members of the Management Board to the Company is shared.

Members of the Management Board who did not participate in the voting or voted against the decision of the Management Board that caused harm to the Company are not liable.

32. The company is entitled on the basis of the decision of the sole shareholder to appeal to court against Board members for damages caused to the Company by their fault

Control over the implementation of Board decisions

33. The Secretary of the Management Board controls the implementation of the company's Board decisions.

34. Structural unit responsible for the execution of the decision of the Board, set the Board decision date shall inform the office memo of the Secretary of the Board on the performance of this solution.

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