Integrated Annual Report • 2021

Board of Directors

The Board of Directors is the managing body of the Company, which determines strategic directions of its activity, approves the development strategy, budget, elects the executive body and exercises other authorities.

The activity of the Board of Directors is governed by the Charter, the Corporate Governance Code, the Regulations on the Board of Directors and other documents adopted by the General Meeting of Shareholders

Roles of Board members

The Chairman directs the Board of Directors, organizes and ensures the effective operation of the Board of Directors, conducts its meetings, and performs other functions stipulated by the Charter and Regulations on the Board of Directors.

Members of the Board of Directors — Shareholders’ Representatives — represent the interests of major shareholders when the Board of Directors performs its activity.

Independent directors of the Board of Directors are members of all committees, review all issues and accept recommendations for the Board of Directors. The Audit Committee, which consists solely of independent directors, considers and takes decisions on financial reporting, internal and external audit, risks and other important areas of activity. In addition, independent directors are also responsible for making decisions on the conclusion of transactions in which there is an interest due to their independence.

Election of members of the Board of Directors

Members of the Board of Directors shall be elected by the annual General Meeting of Shareholders and re-elected by the extraordinary General Meeting in the event of the early termination of the authorities of previously elected members of the Board of Directors of the joint-stock company pursuant to the procedure established by the legislation of the Republic of Kazakhstan, the Charter of the joint-stock company and the Regulations on the Board of Directors of Kazakhtelecom JSC.

The election of members of the Board of Directors shall be performed by shareholders through cumulative voting using ballots, except for cases where one candidate is run for one place on the Board of Directors.

Candidates for election to the position of a member of the Board of Directors may be nominated from among:

  1. Individual Shareholders;
  2. Persons proposed (recommended) for election to the Board of Directors as shareholder representatives;
  3. Individuals who are not a shareholder of the Company and are not proposed (not recommended) for election to the Board of Directors as a representative of the shareholder.

Candidates and members of the Board of Directors should have the relevant experience, knowledge, qualifications, positive achievements and impeccable reputation in the business and/or industry environment necessary to perform their duties and organize the effective work of the entire Board of Directors in the interests of shareholders and the Company.

Composition of the Board of Directors

The Board of Directors consists of 9 members, 4 of whom are independent. The current composition of the Board of Directors was elected by the annual meeting of shareholders on 30 April 2021.

Key competencies of members of the Board of Directors:

  • Baidauletov Nurzhan Talipovich — management of the Board of Directors, telecommunications, strategy, implementation of decisions of a major shareholder;
  • Yessekeyev Kuanyshbek Bakytbekovich — telecommunications, strategy, business planning;
  • Alimov Abay Savitovich — legal issues, strategy;
  • Kussainov Yerulan Aytashovich — strategy, HR and financial issues;
  • Saudabayev Serik Bolatovich — strategy, legal issues, telecommunications, implementation of decisions of a major shareholder;
  • Independent directors: Buyanov Alexey Nikolayevich, Zaika Dmitriy Alexandrovich, Naizabekov Timur Kurmangaziyevich, Alexander van Gleich are specialists in the areas of finance, marketing, telecommunications, strategic management, human resources, etc. Within the framework of the activity of the Board of Directors and its committees, they exercise a wide range of authorities.

Baidauletov Nurzhan
Talipovich

Chairman of the Board of Directors, Representative of the shareholder of Samruk-Kazyna JSC (5,570,668 ordinary (voting) shares)

Date of birth

1 September 1960

Citizenship

Republic of Kazakhstan

Date of first election to the Board of Directors: 08.05.2012
Date of current election to the Board of Directors: 30.04.2021
Ownership of shares: does not own

Education
  • 09.1977–06.1986: Moscow Institute of Rail Transport Specialization: Management of Rail Transportation Processes;
  • 2017–2019: International IOD Director Certification Program of the UK Institute of Directors.
Place of work and positions held in organizations over the past five years
  • 27.11.2008–01.06.2014: Samruk-Kazyna JSC — Managing Director;
  • 02.06.2014–17.04.2016: Samruk-Kazyna JSC — Chief Asset Management Officer;
  • 17.04.2016 — present: Samruk-Kazyna JSC — Representative of Samruk-Kazyna JSC on the Board of Directors of Kazakhtelecom JSC, NC Kazakhstan Temir Zholy JSC (since 4.12.2018), Qazaq Air JSC (until 1.04.2019), Air Astana JSC (since 31.05.2019).

Saudabayev Serik
Bolatovich

Member of the Board of Directors, Representative of the shareholder of Samruk-Kazyna JSC (5,570,668 ordinary (voting) shares)

Date of birth

8 December 1977

Citizenship

Republic of Kazakhstan

Date of first election to the Board of Directors: 12.07.2010
Date of current election to the Board of Directors: 30.04.2021
Ownership of shares: does not own

Education
  • 1995–1999: Abay Almaty State University majoring in law;
  • 2004–2006: T. Ryskulov Kazakh Economical University, majoring in Economics.
Place of work and positions held in organizations over the past five years
  • 17.06.2010–10.05.2014: Samruk-Kazyna JSC — Director of Communications Assets Management;
  • 11.05.2014–10.07.2016: Samruk-Kazyna JSC — Deputy Chief Asset Management Officer;
  • 11.07.2016–01.05.2018: Samruk-Kazyna JSC — Director of Communications Directorate;
  • 02.05.2018–12.04.2021: Samruk-Kazyna JSC — Head of Communications, Asset Management Directorate;
  • 12.04.2021–08.2021: Samruk-Kazyna JSC — Director of the Communications Directorate, member of the Board of Directors of Kazpost JSC (13.08.2010-01.04.2014, from 26.10.2016 to the present), member of the Supervisory Board of QazCloud LLP (with 07.11.2019), member of the Board of Directors of Kcell JSC (with 26.02.2021);
  • 09.2021 — present: Chairman of the Management Board of Kazpost JSC.

Yessekeyev Kuanyshbek
Bakytbekovich

Member of the Board of Directors — Chairman of the Management Board of Kazakhtelecom JSC

Date of birth

10 June 1975

Citizenship

Republic of Kazakhstan

Date of first election to the Board of Directors: 16.12.2006
Date of current election to the Board of Directors: 30.04.2021
Ownership of shares: does not own

Education
  • 1991–1995: Al-Farabi Kazakh State University, majoring in Applied Mathematics, PhD in Mathematics;
  • 2001–2002: Kazakh State Management Academy, majoring in Management;
  • 2015–2017: Hust Business School, London, GB, majoring in Finance Executive MBA.
Place of work and positions held in organizations over the past five years
  • 23.02.2007–15.03.2010: Information and Communications Agency of the Republic of Kazakhstan — Chairman;
  • 15.03.2010 — present: Kazakhtelecom JSC — Chairman of the Management Board, Member of the Board of Directors, Member of the Board of Directors of Kcell JSC, Member of the Supervisory Board of QazCloud LLP, Chairman of the Supervisory Board of Digital Economy Developent Center LLP.

Alimov Abay
Savitovich

Member of the Board of Directors, Representative of the shareholder — Skyline Investment Company

Date of birth

29 October 1975

Citizenship

Republic of Kazakhstan

Date of first election to the Board of Directors: 19.11.2018
Date of current election to the Board of Directors: 30.04.2021
Ownership of shares: does not own

Education
  • 1993-1997: Al-Farabi Kazakh State National University, majoring in Law;
  • 1998-2000: Kazakh National Academy of Management named after T. Ryskulov, majoring in Finance and Credit.
Place of work and positions held in organizations over the past five years
  • 03.2010–12.2015: Oil Holding Company PetroKazakhstan — Director of Legal Issues;
  • 08.2016–12.2017: CYPRUS LLP — Managing Director;
  • 01.2018 — present: Parasat Advisory Group LLP — Managing Director;
  • 05.2018 — present: Skyline Investment Company — Representative.

Kussainov Yerulan
Aytashovich

Member of the Board of Directors, Representative of the shareholder — Skyline Investment Company

Date of birth

28 January 1976

Citizenship

Republic of Kazakhstan

Date of first election to the Board of Directors: 30.05.2018
Date of current election to the Board of Directors: 30.04.2021
Ownership of shares: does not own

Education
  • 1993–1996: Karaganda Banking College of the Kazakh State Academy of Management, majoring in Banking;
  • 2001–2005: O. A. Baikonurov Zhezkazgan University, majoring in Finance and Credit;
  • 2012–2013: Y. Komensky University (Prague, Czech Republic), Master of Business Administration.
Place of work and positions held in organizations over the past five years
  • 08.2006–12.2013: Temirbank JSC — Advisor to the Chairman of the Management Board, Managing Director, Member of the Management Board, Director of the Branch, Managing Director — Member of the Management Board, Deputy Chairman of the Management Board — Member of the Management Board;
  • 07.2014–10.2014: Samruk-Kazyna Invest LLP — Deputy General Director;
  • 04.2016–07.2017: Kazkommertsbank — Executive Director, member of the Management Board, Managing Director;
  • 12.2014 — present: Damina Educational Center LLP — General Director; Member of the Board of Directors of Khan Tengri Holding B.V. (c 02.08.2019), Member of the Supervisory Board of Mobile Telecom-Services LLP (c 09.08.2019), Member of the Supervisory Board of Digital Economy Developent Center LLP.

Buyanov Alexei
Nikolaevich

Independent Director

Date of birth

15 August 1969

Citizenship

Russian Federation

Date of first election to the Board of Directors: 30.06.2015
Date of current election to the Board of Directors: 30.04.2021
Ownership of shares: does not own
Independence criteria: Meets the criteria specified in subclause 20) of Article 1 of the Law of the Republic of Kazakhstan "On Joint Stock Companies"

Education
  • 1986–1992: Moscow Institute of Physics and Technology (MFTI), majoring in Applied Mathematics and Physics, qualification: physical engineer.
Place of work and positions held in organizations over the past five years
  • 2014–2016: Managing Director of Redline Capital Management, Member of the Exchange Board of Moscow Exchange OJSC;
  • 01.2016 — present: Investment company Bengala Investments SA — Director; Chairman of the Board of Directors of JSC Kcell (c 25.01.2019).

Alexander
van Gleich

Independent Director

Date of birth

16 June 1967

Citizenship

Germany

Date of first election to the Board of Directors: 30.04.2021
Date of current election to the Board of Directors: 30.04.2021
Ownership of shares: does not own
Independence criteria: Meets the criteria specified in subclause 20) of Article 1 of the Law of the Republic of Kazakhstan "On Joint Stock Companies"

Education
  • 1985–1987: Dresdner Bank Hamburg, training Banker in the German dual education system;
  • 1987–1994: University of Bonn, Germany, Faculty of Economics and Law, Master of Economics.
Place of work and positions held in organizations over the past five years
  • 08.2014–07.2017: Financial Director Allianz Insurance (Russia);
  • 03.2018  — present: Member of the Board of Directors of Global Development, Nur-Sultan, Kazakhstan;
  • 06.2020 — present: Member of the Board of Directors of Uzpromstroibank, Tashkent, Uzbekistan.

Zaika Dmitriy
Alexandrovich

Independent Director

Date of birth

27 April 1975

Citizenship

Republic of Kazakhstan

Date of first election to the Board of Directors: 30.06.2015
Date of current election to the Board of Directors: 30.04.2021
Ownership of shares: does not own
Independence criteria: Meets the criteria specified in subclause 20) of Article 1 of the Law of the Republic of Kazakhstan "On Joint Stock Companies"

Education
  • 1992–1998: Almaty Institute of Energy and Communications, specialization: Radio engineering, qualification: radio engineer;
  • 2003–2005: Kazakh State University of Economics, major: Financial Management, qualification: Economist (diploma cum laude).
Place of work and positions held in organizations over the past five years
  • 29.08.2011 — present:Khimpharm JSC — Independent Director;
  • 20.04.2012–15.08.2016: ALTEL — Independent Director.

Naizabekov Timur
Kurmangazievich

Independent Director

Date of birth

21 April 1983

Citizenship

Republic of Kazakhstan

Date of first election to the Board of Directors: 30.05.2018
Date of current election to the Board of Directors: 30.04.2021
Ownership of shares: does not own
Independence criteria: Meets the criteria specified in subclause 20) of Article 1 of the Law of the Republic of Kazakhstan "On Joint Stock Companies"

Education
  • 2000–2004: KazNU named after al-Farabi, Bachelor of Mathematics and Information Systems in Business (Hons);
  • 2005–2007: University of International Business, Master of Finance (Hons);
  • 2014–2015: University College London (UCL) (Hons).
Place of work and positions held in organizations over the past five years
  • 10.2012–07.2014: National Investment Corporation — Managing Director, Member of the Management Board/Advisor to the Chairman of the Management Board;
  • 09.2014–09.2015: Union Bancaire Privee (UK) — Financial Analyst/European Stock Markets;
  • 09.2015–04.2016: Commercial RE LLP — Chief Financial Officer, General Director;
  • 05.2016–06.2016: BP Service LLP — Chairman of the Board of Directors;
  • 04.2016–08.2017: Kazkommerce Securities JSC — member of the Board of Directors, independent director, Chairman of the HR Remuneration Committee, Strategic Development Committee;
  • 08.2016–12.2016: BTA Securities JSC (renamed Fincraft Investment House JSC) — member of the Board of Directors, independent director;
  • 04.2016–09.2017: Estate Management Company JSC — Chairman of the Management Board, member of the Board of Directors, member of the Internal Audit Committee, Strategic Planning, Human Resources and Compensation Committee;
  • 10.2017–02.2018: Facility Management Group LLP — Advisor to the General Director;
  • 03.2020 — present: Central Asian Energy Corporation JSC, member of the Board of Directors.

Assessment of the Board of Directors

The Company has Rules for assessing the activity of the Board of Directors and its committees, members of the Board of Directors and the Corporate Secretary. According to this document, the assessment of the Board of Directors is performed once a year using the internal resources of the Board of Directors and at least once every three years with the involvement of independent consultants.

In 2021, the performance of the members of the Board of Directors was evaluated by PricewaterhouseCoopers consultants who noted the strong composition of the Board of Directors of Kazakhtelecom JSC.

According to PricewaterhouseCoopers, the rating for the Performance of the Board of Directors and Executive Body increased from BB in 2018 to BBB in 2021.

Independence of the Board of Directors

According to the requirements of the Law On Joint Stock Companies, the number of independent members of the Board of Directors should be at least 30%. This proportion in the Company is 44%.

Independent Director — member of the Board of Directors who:

  • is not an affiliate of this joint-stock company and has not been an affiliate for the three years preceding his election to the Board of Directors (except where he is an independent director of this joint-stock company);
  • is not an affiliate of this joint-stock company;
  • is not subordinate to the officers of the given joint-stock company or organizations that are affiliates of the given joint-stock company, and was not related to subordination to these persons during the three years preceding his election to the Board of Directors;
  • is not a government official;
  • is not a representative of the shareholder at meetings of the bodies of the given joint-stock company and has not been the shareholder for the three years preceding his election to the Board of Directors;
  • does not participate in the audit of this joint-stock company as an auditor working on the audit firm, and did not participate in such audit for the three years preceding his election to the Board of Directors.

In 2021, the Company's independent directors met the independence criteria in full.

Conflict of interest management

Kazakhtelecom JSC has a Conflict of Interest Policy. The Policy determines the procedure for preventing, identifying and regulating conflicts of interest; procedures for interaction and coordination of the Company's bodies and/or persons in the event of the appearance or likelihood of the appearance of a conflict of interest.

There was no conflict of interest in the work of the Board of Directors in 2021.

Improving the professional competence of members of the Board of Directors

The Company has a Policy on professional development and attraction of external experts by members of the Board of Directors. This policy has been developed taking into account best practice of corporate governance in order to improve the efficiency of the work of the Board of Directors through the implementation of a system of skills development and professional development of members of the Board of Directors and the exercise of their right to engage external experts if the issues considered by the Board of Directors require external professional and independent expert analysis.

In 2021, no training of the Board of Directors members took place due to the scandality.

Activity of the Board of Directors

In 2021, due to the coronovirus, meetings of the Board of Directors were held online using existing video conference platforms.

During the year, 15 meetings of the Board of Directors (11 formal and 4 distance meetings) were held, at which 125 issues were considered.

Key decisions in 2021 were the approval of Kazakhtelecom JSC's Business Plan for 2022-2026, the parameters of the Group's investment activity, the approval of maps of long-term key performance indicators and methods for calculating them, and the resolution of issues related to the operation of subsidiaries. Reports of the Management Board on the implementation of the Development Plan, occupational safety and safety, implementation of strategic projects, risks, implementation of the Strategy, and the activity of mobile operators were also regularly heard.

Committees of the Board of Directors

There were four committees on the Board of Directors: Audit, Human Resources, Remuneration and Social Issues, Strategic Planning and the Mobile Integration Committee.

Audit Committee

The Audit Committee of the Board of Directors of Kazakhtelecom JSC was created by decision of the Board of Directors in 2006 and is a consulting and advisory body of the Board of Directors of Kazakhtelecom JSC, and operates in accordance with the Regulations on the Audit Committee.

Composition of the Audit Committee in 2021

The current members of the Audit Committee of the Board of Directors of Kazakhtelecom JSC were approved by the Board of Directors on 4 May 2021.

Chairman of the Committee:

  • Timur Kurmangazievich Naizabekov — independent director;

Committee members*:

  • Buyanov Alexey Nikolayevich — independent director;
  • Alexander van Gleich — independent director (elected to the Board of Directors 30.04.2021);
  • Zaika Dmitriy Alexandrovich is an independent director.
* Until 30 April 2021, the AC comprised independent director Garrett Martin Johnston.

In accordance with the Corporate Governance Code of Kazakhtelecom JSC, the Audit Committee consists wholly of independent directors who meet the criteria for recognizing the independence of directors stipulated by sub-point 20) of article 1 of the Law of the Republic of Kazakhstan On Joint Stock Companies.

In accordance with the Regulations on the Audit Committee, the Chairman of the Committee was invited to present information on the items on the agenda:

  • members of the Board of Directors;
  • Head of Internal Audit;
  • representatives of the external auditor of Ernst & Young LLP;
  • Company employees (top management, heads of structural divisions, specialists) and employees of subsidiaries.

Activity in 2021

The Audit Committee meets regularly in person at least quarterly, and holds extraordinary meetings as necessary.

In 2021, 10 face-to-face meetings were held at which 27 issues were considered and the relevant recommendations given to the Board of Directors of the Company, including issues of the activity of the Internal Audit Service, the Compliance Service, internal controls and risks, financial reporting, external audit, and other important issues. The Committee worked in accordance with the 2021 Work Plan.

Participation in meetings of the Audit Committee in 2021
Members of the Board of Directors
Percentage of participation
Naizabekov T. K.
100%
Garrett Martin Johnston/Alexander van Gleich
100%
Buyanov A. N.
100%
Zaika D. A.
100%

HR, Compensation and Social Committee

The Human Resources, Compensation and Social Issues Committee of the Board of Directors was established by decision of the Board of Directors of Kazakhtelecom JSC in 2015.

In its activities, the Committee is fully accountable to the Board of Directors and operates in accordance with the Regulations on the Human Resources, Remuneration and Social Issues Committee of the Board of Directors of Kazakhtelecom JSC.

The members of the Human Resources, Compensation and Social Issues Committee of the Board of Directors of Kazakhtelecom JSC were determined on 4 May 2021*.

Chairman of the Committee:

  • Buyanov Alexey Nikolayevich is an independent director.

Committee members*:

  • Kussainov Yerulan Aytashovich  — member of the Board of Directors;
  • Saudabayev Serik Bolatovich — member of the Board of Directors;
  • Zaika Dmitriy Alexandrovich — independent director;
  • Alexander van Gleich — independent director;
  • Timur Kurmangazievich Naizabekov — independent director.
* Until 30 April 2021, the CPSE included independent director Garrett Martin Johnston. During the period from 16 March to 30 April 2021, KKVSV included Dairen Zhumagalievich Kereibayev, elected to the Board of Directors by decision of the VOSA of 22 February 2021.

In accordance with the Regulations on the Human Resources, Compensation and Social Issues Committee, the Chairman of the Committee was invited to the meetings as speakers and observers, and to provide information on items on the agenda:

  • members of the Board of Directors;
  • Company employees (top management, heads of structural divisions, specialists);
  • candidates for management positions in accordance with the List of Management Positions.

Activity in 2021

In 2021, the Human Resources, Compensation and Social Issues Committee held 12 face-to-face meetings at which 55 issues were considered, and provided the relevant recommendations to the Board of Directors of the Company. Among other things, these are issues of a social nature (increase in wages to employees of branches), changes in the structure of the central administration, election of employees to the Management Board of the Company, appointment of first managers of subsidiaries, approval of KPI to management personnel, remuneration, human resources management, and other issues.

Participation in meetings of the Human Resources, Compensation and Social Issues Committee in 2021
Members of the Board of Directors
Percentage of participation
Buyanov A.N.
100%
Zaika D.A.
100%
Saudabayev S. B. / Kereibayev D. Z.
100%
Garrett M. Johnston / Alexander van Gleich
100%
Kussainov Y. A.
100%
Naizabekov T. K.
100%

Strategic Planning Committee

The Strategic Planning Committee of the Board of Directors of Kazakhtelecom JSC was established by decision of the Board of Directors in 2010. The Strategic Planning Committee is a consulting and advisory body of the Board of Directors and operates in accordance with the Regulations on the Strategic Planning Committee.

Members of the Strategic Planning Committee of the Board of Directors of Kazakhtelecom JSC, approved on 4 May 2021*.

Chairman of the Committee:

  • Zaika Dmitriy Alexandrovich is an independent director.

Members of the Committee:

  • Alexander van Gleich — independent director;
  • Buyanov Alexey Nikolayevich — independent director
  • Timur Kurmangazievich Naizabekov — independent director;
  • Kussainov Yerulan Aytashovich  — member of the Board of Directors;
  • Saudabayev Serik Bolatovich — member of the Board of Directors;
  • Alimov Abay Savitovich — member of the Board of Directors.
* Until 30 April 2021, the IAASB included independent director Garrett Martin Johnston. During the period from 16 March to 30 April 2021, KSP included Dairen Zhumagalievich Kereibayev, elected to the Board of Directors by decision of the VOSA of 22 February 2021.

The Chairman of the Committee was invited to the meetings as observers, speakers, and to provide information on items on the agenda:

  • members of the Board of Directors and Management Board;
  • management and other employees of the Company, as well as subsidiaries;
  • representatives of consulting companies.

Activity in 2021

The Strategic Planning Committee shall hold meetings on the annual plan approved by decision of the Committee, but at least once a quarter, and extraordinary meetings as necessary.

The Strategic Planning Committee held 9 face-to-face meetings in 2021 at which 26 issues were considered and the relevant recommendations were given to the Board of Directors of the Company. These include issues of strategy, business planning, the attraction of advisory services, the Company's Development Plan, and other important issues of the Company's operations.

Participation in meetings of the Strategic Planning Committee in 2021
Members of the Board of Directors
Percentage of participation
Zaika D. A.
100%
Buyanov A. N..
100%
Johnston G. M. / Alexander van Gleich
100%
Nizabekov T. K
100%
Alimov A. S.
100%
Kussainov Y. A.
100%
Saudabayev S. B.
100%

Mobile Integration Committee

The Integration Committee of the Board of Directors of Kazakhtelecom JSC on the mobile segment was established by decision of the Board of Directors in 2019 and was a consulting and advisory body of the Board of Directors, performed its activities in accordance with the Regulations On the Integration Committee of the Board of Directors of Kazakhtelecom JSC on the mobile segment.

The Integration Committee was created during the integration of the technological infrastructures of the mobile operators of Kazakhtelecom JSC.

Members of the Integration Committee

Chairman of the Committee:

  • Buyanov Alexey Nikolayevich is an independent director.

Members of the Committee:

  • Zaika Dmitriy Alexandrovich — independent director;
  • Kussainov Yerulan Aytashovich — Member of the Board of Directors;
  • Alexander Vladimirovich Lezgovko — Chief Technical Officer of Kazakhtelecom JSC;
  • Timur Telmanovich Khudaiberdiev — Chief Business Support and Support Director of Kazakhtelecom JSC;
  • Lian Natalia Valerievna — Managing Director, External Assets Management, Kazakhtelecom JSC;
  • Sergei Fedorovich Konkov — General Director of Mobile Telecom-Service LLP;
  • Yuri Evgenievich Kharlamov — Chairman of the Management Board of Kcell JSC.

Activity in 2021

The Integration Committee held 3 meetings in 2021. They discussed 6 issues, including the approval of an updated integration master plan taking into account the change in the procurement timeframe for integration, and considered the results of the launch of MOCN and other important issues on the integration of the technological infrastructure of mobile operators.

In accordance with the instructions of the Board of Directors of Kazakhtelecom JSC, in summer 2021 the Management Board on Synergies of the Management Board of Kazakhtelecom JSC was created to consider integration issues, and therefore the Integration Committee was abolished by decision of the Board of Directors of Kazakhtelecom JSC of 21.07.2021, minutes No. 8.

Participation of members of the Board of Directors in the meetings of the Integration Committee in 2021
Members of the Board of Directors
Percentage of participation
Buyanov A. N.
100%
Zaika D. A.
67%
Kussainov Y. A.
100%

Remuneration of the Board of Directors

Annual fixed remuneration and remuneration for participation of independent directors in each formal meeting of the Committee of the Board of Directors in 2021 are determined in accordance with the decisions of the General Shareholders Meeting of Kazakhtelecom JSC.

The annual fixed fee for an independent director is:

  • for non-residents of the Republic of Kazakhstan — fixed annual remuneration in the amount of USD 45,000 (forty-five thousand) and additional remuneration for membership/chairing of committees of the Board of Directors of the Company in the amount of USD 11,000 (eleven thousand) after withholding taxes and other mandatory contributions in accordance with the legislation of the Republic of Kazakhstan
  • for residents of the Republic of Kazakhstan — fixed annual remuneration in the amount of 16,650,000 (sixteen million six hundred fifty thousand) KZT and additional remuneration for membership/chairing of Committees of the Board of Directors of the Company in the amount of 4,000,000 (four million) KZT after withholding taxes and other mandatory contributions in accordance with the legislation of the Republic of Kazakhstan.

In accordance with the decision of the General Shareholders Meeting of Kazakhtelecom JSC of 12.08.2021, the amount of the fixed annual remuneration to the Chairman of the Board of Directors of the Company is 16,000,000 (sixteen million) KZT after withholding taxes and other mandatory contributions in accordance with the laws of the Republic of Kazakhstan.

The total remuneration paid to the members of the Board of Directors of the Company who are resident amounts to KZT 70,792 thousand in 2021. The total remuneration paid to the members of the Board of Directors of the non-resident Company in 2021 equals USD 161,989.

The total total remuneration paid to the members of the Board of Directors of the Company in 2021 is KZT 139,918 thousand.

Corporate Secretary

The Corporate Secretary reports to the Board of Directors in his/her activities and performs his/her activities in accordance with the laws of the Republic of Kazakhstan, the Charter, the Corporate Governance Code and other internal documents, as well as the decisions of the General Shareholders Meeting and the Board of Directors.

As part of his/her activity, the Corporate Secretary supervises the preparation and holding of General Meetings of Shareholders and meetings of the Board of Directors, organizes document management and ensures the document flow of the Board of Directors, ensures the convocation of meetings of the Board of Directors, keeps minutes of these meetings, and provides the members of the Board of Directors with the necessary information.

The Corporate Secretary of Kazakhtelecom JSC, B. K. Abdykalykov, holds state awards and a sectoral title of "Үzdіk Bailanysh". He was recognized as one of the best corporate secretaries of the Samruk-Kazyna Group of Companies, a permanent participant in various measures to further improve corporate governance and the institute of corporate secretaries.

The Regulations on the Corporate Secretary are available on the Company's corporate Internet resource in the section "Corporate Governance".