The corporate governance system of JSC TNK Kazchrome is based on the principles of fairness, responsibility, transparency, professionalism and competence. The main objective of the corporate governance system is to protect the interests of all stakeholders, improve the Company’s operating efficiency, maintain its financial stability and increase profitability. TNK Kazchrome JSC has developed a Corporate Governance Code taking into account advanced international practices and in accordance with the requirements of the legislation of the Republic of Kazakhstan.
Reserved matters of the General Meeting of Shareholders are including the following issues:
1) determination of the number of members, term of office of the Board of Directors, election of its members and early termination of their powers, as well as determination of the amount and terms of payment of remuneration and reimbursement of expenses to members of the Board of Directors for the performance of their duties;
2) approval of annual financial statements;
3) approval of the procedure for distribution of the Company’s net income for the reporting financial year, half-year, quarter, adoption of the decision on payment of dividends on ordinary shares and approval of the amount of dividend per one ordinary share of the Company;
4) other issues referred to the competence of the General Meeting of Shareholders, stipulated by the legislation of the Republic of Kazakhstan and the Charter of TNC Kazchrome JSC
The Board of Directors is responsible for the general management of the Company’s activities, except for the issues referred by the Law or the Company’s Charter to the exclusive competence of the General Meeting of Shareholders.
Reserved matters of the Board of Directors are including the following issues:
1) determination of priority areas of the Company’s activity and development strategy of the Company or approval of the Company’s development plan in cases stipulated by the legislative acts of the Republic of Kazakhstan;
2) preliminary approval of annual financial statements of the Company;
3) determination of the amount of official salaries and terms of remuneration and bonus payment to the head and members of the executive body (a person performing the functions of the executive body on his/her own);
4) other issues referred to the competence of the Board of Directors of the Company, stipulated by the legislation of the Republic of Kazakhstan and the Charter of TNC Kazchrome JSC
The Company’s executive body is the Management Board, which manages the Company’s day-to-day operations. The Management Board has the right to make decisions on any issues of the Company’s activity, not referred by the legislation of the Republic of Kazakhstan and the Charter to the competence of other bodies and officials of the Company, as well as other issues referred to the competence of the Management Board, stipulated by the legislation of the Republic of Kazakhstan and the Charter of TNC Kazchrome JSC.