The Board of Directors holds ordinary and extraordinary meetings in order to carry out its duties effectively. Regular meetings of the Board of Directors are held in accordance with the schedule and work plan approved prior to the beginning of the calendar year. The work plan and schedule of the Board of Directors for the current year is approved by resolution of the Board of Directors in accordance with the forms set out in Annexes 1 and 2 of the Regulations. The work plan sets the exact dates of board meetings. If necessary, the Board has the right to consider matters not included in the work plan.
Extraordinary meetings of the Board of Directors are held outside of the approved schedule and work plan of the Board of Directors at the initiative of specific individuals
Meetings of the Board of Directors are held as attendance or postal votes, with the aim of minimizing the number of meetings with postal votes. The list of subjects to be dealt with exclusively at in-person meetings is determined by the Articles of Incorporation.
In special cases, a mixed form of holding a meeting of the Board of Directors and its committees is possible by resolution of the Chairman of the Board of Directors. A mixed form of holding a meeting of the board of directors and its committees is a combination of both forms of meeting with presence and postal voting. An absent board member has the right to vote on the agenda items of the board meeting by means of a written invitation. At the same time, the absent member of the Board of Directors submits his opinion in writing (hereinafter referred to as the written opinion). This applies to situations where one or more members of the Board of Directors (maximum 30%) are unable to attend a meeting of the Board of Directors in person. In this case, the absent member of the Executive Board must submit his/her opinion in writing.
Convening Board Meetings
A meeting of the Board of Directors may be convened at the initiative of its Chairman or of the Board of Directors, or at the request of:
- each member of the Board of Directors;
- company internal audit services;
- an audit organization that conducts the audit of the company;
- sole shareholder.
The request to convene a meeting of the Directors shall be submitted to the Chairman of the Directors by sending a written notice to that effect, specifying the proposed agenda for the meeting of the Directors. The request for convening a board meeting must be signed by the initiator of the convening.
The Chairman of the Board of Directors must make a decision to convene (or decline) a meeting of the Board of Directors within 2 business days of receipt of such request. The convener must be informed in writing of the resolution that has been passed.
The board meeting takes place at the obligatory invitation of the applicant.
The convening of an ordinary board meeting must be sent to the board members no later than 10 calendar days before the date of the meeting, or at least in the case of particularly important matters
15 working days according to the list approved by the Board of Directors of the Company. At the same time, invitations to extraordinary meetings of the Board of Directors must be sent to the members of the Board of Directors no later than 1 working day before the date of the meeting. In particularly important and urgent cases, these deadlines can be met by resolution of the Chairman of the Board of Directors or his committees.
The invitation to convene a meeting of the Board of Directors is signed by the Chairman of the Board of Directors and, if he refuses to call the meeting, by the Chairman of the Board of Directors of the Company.
The invitation must contain:
- the place and time of the meeting;
- the form of the meeting (full-time, absentee or mixed);
- the agenda of the meeting.
If circumstances arise which make it impossible or difficult to hold a meeting of the Board of Directors at the place or at the time communicated to the members of the Board of Directors, the meeting with the agenda provided may be held at another place and (or) at a other time or using technical means of communication.
All directors must be notified in advance by the Corporate Secretary of any change in the venue or time of a board meeting to allow adequate time to attend the meeting. Notices of these changes will be sent to 13 Directors in a form guaranteeing receipt of notice by one Director.
The convocation is accompanied by documents relating to the according to t. attached to the items on the agenda.
Refusal to Call a Board Meeting
If the chairman of the board refuses to convene a meeting (postal vote), the initiator has the right to address this request to the board, which is obliged to call a board meeting.
The meeting of the Board of Directors must be convened by the Chairman of the Board of Directors or the Executive Board no later than 10 days after receipt of the request to convene.
The Chairman of the Board of Directors and the Board of Directors of the Company shall not have the right to refuse to convene a meeting of the Board of Directors of the Company, except in cases where: the requirement to convene a meeting does not comply with the legislation of the Republic of Kazakhstan, the Articles of Association and (or ) Regulations of the Board of Directors of the Company; the person who made the request has no right to request a meeting of the Board of Directors; when the resolution of matters proposed for consideration by the Directors does not fall within the exclusive competence of the Directors.