Work of the Company's Board of Directors

Work of the Company's Board of Directors

The activities of the Board of Directors

The Board of Directors of “KazAgroFinance” JSC operates in accordance with the regulations of the Board of Directors, which displays the procedure for searching, selecting and electing members of the Board of Directors; the procedure for the investiture of the newly elected members of the BD; the procedure for interaction between the BD , the Sole Shareholder and the Management Board of the Company; rights, duties and responsibilities of the members of the Board of Directors; the organization of meetings of the BD; the procedure for assessment of activity of the BD; terms and conditions of payment of reimbursement for expenses and remuneration to the members of the BD; the procedure for advanced training of the members of the BD and involvement of external experts by them.

The activity of the Board of Directors is based on the principles of professionalism, reasonableness and judiciousness, honesty and fairness, as well as protection of rights of the Sole Shareholder.

In the furtherance of the effective performance of the functions of the Board of Directors the following Committees are attached to it:

  • on internal audit;
  • on strategic planning and risks;
  • on social issues, personnel and remuneration.

At present, the total number of members of the Board of Directors is 5, including two Independent Directors, which ensures a balanced composition of the Board of Directors to meet the interests of the Sole Shareholder and allows bringing the composition of the Board of Directors' committees in line with the requirements of best corporate governance practices.

The meetings of the Board of Directors and committees are held on a regular basis. In 2019, the Company's Board of Directors held 14 meetings, including 11 in person and 3 in absentia, where decisions on key areas of the Company's activities were considered and adopted.

In 2019, the advanced training was conducted for members of the Board of Directors.

Committees of the Board of Directors

With the Board of Directors of the Company 3 committees have been created, which terms of reference cover consideration of issues on strategic planning, HR and interests, internal audit, social issues, risks and etc. The committees of the Board of Directors facilitate a deep and careful review of the most important issues falling within the competence of the Board of Directors and improvement of the decision quality.

Committee for Internal Audit of the Board of Directors of “KazAgroFinance” JSC

The Committee for Internal Audit is responsible for prior review and making recommendations to the Board of Directors on financial statements, external audit, internal audit, compliance with law, reporting, assessment of activity and etc.

Committee Members:

  1. Madiyev Serzhan Nurakhanovich, Independent Director – Chairman of the Committee;
  2. Orazbayev Ruslan Sagatovich, Independent Director – member of the Committee;

Committee for Strategic Planning and Risks of the Board of Directors of “KazAgroFinance” JSC

Committee for Strategic Planning and Risks is responsible for prior review and making recommendations to the Board of Directors on strategic planning, investment and innovation activities, internal control and risk management, reporting, assessment of activity and etc.

Committee Members:

  1. Orazbayev Ruslan Sagatovich, Independent Director- Chairman of the Committee;
  2. Madiyev Serzhan Nurakhanovich, Independent Director - member of the Committee.

Committee for Social Issues, HR and Remuneration of the Board of Directors of “KazAgroFinance” JSC

The Committee for Social Issues, HR and Remuneration is responsible for prior review and making recommendations to the Board of Directors on issues of job specifications, candidate appraisals, succession planning, assessment of activity, remuneration system and etc.

Committee Members:

  1. Orazbayev Ruslan Sagatovich, Independent Director – Chairman of the Committee;
  2. Madiyev Serzhan Nurakhanovich, Independent Director – member of the Committee.
Corporate Secretary

Ermasheva Bakhyt Nurdinovna

Corporate Secretary of KazAgroFinance JSC

Born on February 6, 1976

Citizenship - Republic of Kazakhstan

Ownership of shares of KazAgroFinance JSC - does not own

Part-time work in other organizations at the present time - no

Ownership of shares of suppliers and competitors of the company - no

Education:

1997 - University "Kainar", faculty of "international economic relations", specialty: specialist in international economic relations with knowledge of English (diploma with honors).

Experience:

from July 1997 to January 2008 - Senior Economist / Lead Analyst / Chief Economist of the Department monetary operations of the National Bank of the Republic of Kazakhstan;

from January 2008 to June 2009 - Head of Division / Deputy Director of Operations Department at financial markets of DBK-Leasing JSC;

from June 2013 to May 2017 - Secretary of the Board of Directors / Acting corporate secretary of JSC "Narodny bank of Kazakhstan";

from May 2017 to January 2020 - corporate secretary of Kazyna Capital Management JSC, subsidiary NMH JSC "Baiterek";

from February 2020 to March 2021 - corporate secretary of JSC National Management Holding "KazAgro";

from March 2021 to the present - corporate secretary of KazAgroFinance JSC.

Functions performed:

  • ensuring compliance by the bodies and officials of the Company with the legislation of the Republic of Kazakhstan in the field of corporate governance, the Charter, the Corporate Governance Code and the IRR of the Company, as well as improving corporate governance policies and practices;
  • ensuring the efficient operation of the Board of Directors and its committees;
  • ensuring the adoption of decisions by the Sole Shareholder in accordance with the requirements of the legislation RK, Charter and other GNI of the Company;
  • ensuring storage, disclosure and provision of material information about the Company, as well as maintaining a high level of information transparency, within the competence;
  • ensuring clear and effective interaction between the bodies of the Company.