Provision on JSC Kazakhtelecom’s Board of Directors (стр. 2 )

3) documents and drafts, to be considered at the meeting, signed by Chairman of the Management Board or the Management Board member or a person initiating the meeting or including the issue in the meeting agenda according to the order established by laws of the Republic of Kazakhstan;

4) copies of the Company’s Management Board decisions;

5) the Board of Directors’ absentee meeting bulletins;

6) other documents required to consider and analyze the agenda issues, if any (presentations, estimations, copies of decisions of committees and other collegial bodies of the Company, on respective issues), reference materials explaining the inclusion of mentioned issues in the agenda;

7) draft decision of the Board of Directors.

In the event of considering the issue on taking decision on closing a major transaction and (or) an interested party transaction, the transaction information shall include data on parties, terms and conditions of transaction, type and share of participation of persons involved, as well as appraiser’s report (in cases stipulated in statutory acts of the Republic of Kazakhstan).

64. In the event of the Management Board’s failure to provide incorrect and/or insufficient information (in opinion of the Board of Directors member) the Board of Directors member can initiate at the Board of Directors meeting the issue on taking measures for improving the quality of materials being submitted to directors.

65. In the events of failure to attend the Board of Directors meeting, the Board of Directors member shall notify in advance the Management Board and Corporate Scretary.

66. Any meeting of the Board of Directors can be postponed by the consent of all members of the Board of Directors.

9. Rules and regulations of the Board of Directors

67. The Board of Directors’ members must attend all meetings of the Board of Directors and its committees, they are members of, except of the cases of his/her temporary disability, being on vacation, on a business trip.

68. Meeting of the Board of Directors is deemed to be valid in case at least 7 (seven) out of 9 (nine) elected members of the Board of Directors are present at the meeting. The Board of Directors’ meeting must be attended by at least half of the total number of independent directors.

69. In case the number of the Board’s members is less than 7 (seven), the Board of Directors is to convoke an Extraordinary General Shareholders Meeting with the aim to elect new members of the Board of Directors. The rest part of members of the Board of Directors is entitled to adopt independent decision only on convocation of such Extraordinary General Shareholders Meeting.

70. Decision of the Board of Directors related to any issue under its competence is deemed to be adopted in case 7 (seven) out of 9 (nine) members of the Board of Directors have voted for it, except the cases of voting on the issues related to the conclusion of transaction in which the Company has the interest and which are stipulated by the legislation and/or Company’s Charter.

71. A member of the Board of Directors who disagrees with the adopted decision and who voted “against” is entitled to express a special opinion in writing and to attach it to the minutes of a meeting of the Board of Directors.

A member of the Board of Directors who did not attend the Board of Directors’ meeting or voted against a decision adopted by the Company’s Board of Directors in violation of the order established by statutory acts of the Republic of Kazakhstan and the Company’s Charter shall have the right to contest it judicially.

72. The Board of Directors is entitled to invite the third persons and employees of the Company for participation in the meetings. The Board of Directors is entitled to make a decision on holding of the closed meeting in which only the members of the Board of Directors can take part.

73. The meetings of the Board of Directors shall be minute down. The minutes of a meeting of the Board of Directors shall be drawn up not later than 3 (three) days upon holding a meeting and be signed by the Chairman of the meeting and the secretary of the Board of Directors.

74. Minutes of meeting shall state the following:

1) full name and location of the Company’s Management Board;

2) date, time and place of holding the meeting;

3) information regarding persons participating in the meeting;

4) agenda of the meeting;

5) issues put to the vote and voting results of each member of the Board of Directors on each item of the Board of Directors’ meeting agenda;

6) adopted decisions;

7) another information regarding the decisions of the Board of Directors.

75. In the event of the Board of Directors meeting held in presentia, the Board of Directors meeting shall be taken shorthand.

76. Results of voting on each item of the Board of Directors’ meeting agenda shall be included in absentee bulletin which shall be an integral part of meeting minutes and signed by each member of the Board of Directors participated in the meeting and voting. Members of the Board of Directors who took part in the meeting are deemed to have been voting in case they signed a bulletin. A bulletin without the signature of the Board of Directors’ member shall be ineffective.

77. Minutes of all the meetings of the Board of Directors shall be kept at location of the Company’s Management Board.

78. Shareholders, the Management Board members, he internal audit department employees and interested units of the Company shall have the right to familiarize themselves with minutes of the Board of Directors’ meetings. A copy of the meeting’s minutes shall be given to shareholder upon his/her first request.

79. Provision of confidential official, commercial or other legally protected secret of the Company may be limited according to the decision of the Company’s Board of Directors.

80. The Board of Directors’ meetings can be held by means of voting in presentia or absentia. The grounds for choosing a particular method of voting should be given. The number of meetings held by means of voting in absentia shall be minimized.

81. The list of issues to be considered and decided at the Board of Directors’ meetings with voting in person shall be provided for in the Company’s Charter.

82. The Board of Directors’ meetings shall be held by means of voting both in presentia and absentia in the event one or more directors (not more than 30%) have no possibility to attend personally the meeting. Therewith the absent director shall have the right of participating in the discussion by using technical means of communication (conference call) and submit his/her point of view within 3 (three) working days from the meeting date.

10. Holding the Board of Directors’ meetings by voting in absentia or holding

a conference call

83. The Board of Directors’ decisions without a formal meeting being held shall be taken by voting in abesntia and signing bulletins or by holding a conference call (conference voting).

84. The Board of Directors’ decisions taken by voting in absentia or conference voting shall be effective subject to a quorum required to hold the Board of Directors’ meeting and provided for in the Company’s Charter and this Provision.

85. The Chairman of the Board of Directors shall take decision on holding an absentee or conference voting.

86. The following shall be defined and approved under the absentee voting decision:

1) absentee meeting agenda;

2) voting bulletin form;

3) list of information provided to the Board of Directors’ members;

4) address and deadline for absentee bulletins submission;

The Board of Directors’ members must consider absentee meeting issues within 10 (ten) working days from the bulletin receipt date.

87. The following shall be defined and approved under conference voting decision:

1) conference voting meeting agenda;

2) time and date of conference voting meeting;

3) list of information provided to the Board of Directors’ members;

4) conference voting bulletin;

The Board of Directors’ members shall send the voting bulletin filled in to the Management Board’s location to the Corporate Secretary’s attention within 3 (three) working days from the Board of Directors’ conference voting meeting.

88. The Corporate Secretary shall, on the results of the absentee or conference voting meeting, draw up the meeting protocol accompanied by all documents containing the Board of Directors’ opinions on the agenda issues.

89. The procedure of taking decisions by absentee or conference voting on the issues, which have not been covered by this Section, shall be governed by the norms established for the Board of Directors’ members’ voting in presentia.

90. The Company’s Board of Directors shall have the right of applying an electronic voting system, in course of absentee voting, by signing voting bulletin and using electronic digital signature according to the order and on the basis provided for legislation of the Republic of Kazakhstan. Such voting procedure can be covered by a separate document approved by the Board of Directors.

11. Settlement of corporate conflicts and conflicts of interest

91. The Board of Directors shall settle corporate conflicts on issues within its competence. In such case the Corporate Secretary shall be, responsible for provision of the Board of Directors with full information about main point of corporate conflict and, a mediator in corporate conflict settling.

92. In case of (arising) conflicts, members of the Board of Directors shall inform the Corporate Secretary of (arising) such conflicts in a timely manner.

93. The Board of Directors shall consider curtain corporate conflicts falling within the Management Board’s competence. The list of such conflicts shall be approved by the Board of Directors.

94. Members of the Board of Directors shall, in course of performance of duties thereof, have no right to:

1) establish or participate in activity of other commercial organizations, competing with the Company, with the exception of cases when such establishment or participation has been agreed upon by the General meeting of the Company’s shareholders;

2) receive remuneration, directly or indirectly, for impacting decisions taken by the Board of Directors.

95. A director, who is interested in the issue proposed to the Board of Directors, shall inform the Chairman of the Board of Directors on his/her interest. Therewith he/she shall be prohibited to take part in discussion of and voting on such issue, and such prohibition should be entered in minutes of the Board of Directors’ meeting.

96. A member of the Board of Directors shall be deemed as interested in the Company’s transaction if he/she is:

1) a party or a transaction representative or agent;

2) an affiliate of a legal entity which is a transaction party or a transaction representative or agent.

97. For the avoidance of corporate conflicts, the Board of Directors’ members shall monitor the Company’s status and stay in contact with members of the Management Board, Internal audit department and employees of the Company on a regular basis.

12. Remuneration

98. The Board of Directors’ members shall be paid remunerations in course of performance of duties thereof. Directors’ remuneration issues shall be put for consideration by the General meeting of shareholders.

99. The size of remuneration shall be sufficient for involving, retaining and motivating the Board of Directors’ members and efficiency of their performance.

100. The size of remuneration payable to the Board of Directors’ members shall be equivalent to time and quality of the Board of Directors’ members’ performance.

101. Member of the Board of Directors – Chairman of the Management Board shall not be paid remuneration for his/her performance of duties in the Board of Directors.

102. The Company shall disclose information on the size of remuneration of the Board of Directors’ members according to legislation of the Republic of Kazakhstan.

13. Assessment of the Board of Directors’ performance

103. The Board of Directors shall ensure, on an annual basis, official and overall assessment of its performance and performance of its committees and each member of the Board of Directors. The assessment results shall be discussed ate the Board of Directors’ meeting. Members of the Board of Directors shall not be involved in the assessment process.

104. The Board of Directors’ members shall hold annual meetings, chaired by one of independent members the Board of Directors, to assess performance of the Chairman of the Board of Directors.

105. The Chairman of the Board of Directors, the Committee for appointments and remunerations shall review the results of assessment of performance of the Board of Directors, the Board of Directors’ committees and each director and, if applicable, submit proposals, on electing new members of the Board of Directors and/or dismissing directors, to shareholders.

14. Taking the office and upgrading skills of the Board of Directors’ members

106. Newly elected members of the Board of Directors shall pass the taking the office program that is approved by the Board of Directors and can be requested from the Chairman of the Board of Directors.

107. The Chairman of the Board of Directors shall provide newly elected directors with the taking the office program and organize appropriate training for taking the office in a proper manner.

108. The Board of Directors shall take measures, on a regular basis, to improve skills and knowledge of the Board of Directors’ members required to perform the duties of the Board of Directors. The Board of Directors shall approve the plan of improvement of skills and knowledge of the Board of Directors’ members within the funds provided for in the Company’s budget.

15. Liability of the Board of Directors’ members

109. The Chairman of the Board of Directors shall be responsible for ensuring mutually acceptable relations between the Board of Directors and shareholders of the Company.

110. Members of the Board of Directors shall not use or allow the using of property and/or proprietary rights and interests of the Company by means which are inconsistent with the Charter or decisions of the Company’s General meeting of shareholders.

111. Members of the Board of Directors shall be liable to the Company and shareholders for losses incurred by their actions and/or inaction and for losses incurred by the Company according to legislation of the Republic of Kazakhstan. Executives of the Company, other than an executive who was interested in transaction and proposed to close transaction which resulted in losses incurred by the Company, shall be relieved from liability provided they voted against the decision, taken by the Company’s body and resulted in losses of the Company or a shareholder, or did not vote for good reasons.

112. In the event several members of the Board of Directors bear responsibility to the Company, they shall share such responsibility.

113. The Company shall have the right, based on decision of the General meeting of shareholders, file an action with the court against a member of the Board of Directors with the claim for damages or losses incurred by the Company.

114. Terms and conditions of doing business and other circumstances significant for taking decision on losses indemnification shall be taken into consideration when determining the basis and extent of responsibility of the Board of Directors’ members.

115. The Board of Directors shall be responsible for provision of, weighted and clear assessment of interim and other public reports, reports to regulatory bodies and information which is to be provided according to legislation of the Republic of Kazakhstan, Listing rules, Charter and internal documents of the Company.

116. Members of the Board of Directors found by court to be guilty in committing crimes against property, in the field of economic operations, or against interests of service in commercial or other organizations, as well as relieved of criminal liability on unexonerative grounds for committing the mentioned crimes, shall not fulfil duties of the Company’s executives and representative of shareholders at the General meeting of shareholders within five years from the date of cancellation or expunging criminal records according to the order established by laws of the Republic of Kazakhstan or relief from criminal liability.

16. Approval of the Provision on the Board of Directors and introduction of amendments and/or addendums thereto

117. This Provision shall be approved by decision of the General meeting of shareholders. Amendments and/or addendums hereto shall be introduced by decision of the General meeting of shareholders according to the established order.

118. If, following the changes in legislation of the Republic of Kazakhstan, curtain items hereof contradict to the legislation, these items shall cease to be in force until the date of introduction of amendments hereto. In such case, the Board of Directors’ members shall act in accordance with statutory acts of the Republic of Kazakhstan.

Annex 1

to the Provision on the Board of Directors

JSC Kazakhtelecom

Letter of consent

I herewith confirm my consent to include me in composition of JSC Kazakhtelecom’s Board of Directors as independent director. I also confirm that I am not and have not been an affiliate to the joint-stock company within the last three years, am not an affiliate to affiliates of the joint-stock company and not bound by subordination to chief executives thereof, JSC Kazakhtelecom’s affiliates. I am not a civil servant, am not and have not been an auditor of the joint-stock company within the last three years, have not participated in audit of JSC Kazakhtelecom as an auditor of an audit organization and have not participated in such audit within the last three years.

Position, organization (signature) full name

Annex 2

to the Provision on the Board of Directors

JSC Kazakhtelecom

Picture of candidate

Information about JSC Kazakhtelecom’s independent director candidate

General information:

Family name, first name, patronymics
(in full compliance with ID card (passport) in case of the change of family name, first name, patronymics, specify the date and reason of the change)
Date and place of birth
Permanent residence, Phone numbers
(specify details of the address, office, home phone numbers with area code)
Citizenship
ID card details

Information about affiliation

Information about close relatives (parents, spouse, brother, sister, children), and about relatives by marriage (brother, sister, parents, children of a spouse):

№	Family name, first name, patronymics	Date, month, Year of birth	Degree of relationship	Place of work and position occupied
1
2
3

Direct or indirect participation in the chartered capital of legal entities:

№	Name and location	Chartered types of activity of a legal entity	Amount and share of participation
1
2
3

3. Professional data:

Education, including professional education corresponding to the job profile
(specify the name and location of the educational institution, faculty or department, period of study, qualification, diploma details)
Additional education, including courses for qualification upgrading in the relevant field, academic degree
(specify the name and location of the educational institution, period of study, diploma, certificate details)
Working experience in providing and\ or regulating financial services, including in the field his/her intended position is related to	(to be filed in by heads of the internal audit service, chief accountants) _____________________ (specify the number of years of work at financial organizations, occupation of positions of an auditor, an accountant)
Working experience of holding executive position in the field in which he/she intends to work
(describe the working experience: job duties, professional skills)
Working experience in the Boards of Directors
Languages
Knowledge of business similar to JSC Kazakhtelecom’s profile
Abroad working experience
Ability to allocate time for Independent Director’s work
Working experience at companies which have completed /have been completing listing procedure
Ability to be in charge of a Committee of the Board of Directors
Achievements
(specify related information, e. g. names of scientific publications, participation in scientific researches, drafting bills, etc.)
Membership in professional organizations
(specify related information, e. g. Chamber of auditors, actuaries)
Any other information related to this particular issue
(specify information which describes professional competence of candidate)

4. Information about professional experience: