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Approved
by the decision
of the Board of Directors
of JSC “Samruk-Energy”
on April 7, 2011
Minutes № 45
Based on changes
decision of the Board of Directors
on April 25, 2013 (Minutes № 72)
on April 04, 2014 (Minutes № 84)
REGULATIONS
ON THE NOMINATION AND REMUNERATION COMMITTEE
OF THE BOARD OF DIRECTORS OF THE JOINT STOCK COMPANY
“SAMRUK-ENERGY”
1. GENERAL PROVISIONS
1.
These regulations on the Nomination and Remuneration Committee of the Board of Directors
(hereinafter – the Committee or the Nomination and Remuneration Committee) of the JSC “Samruk-Energy”
(hereinafter – the Company) have been developed in accordance with the laws of the Republic of Kazakhstan, the
Charter of the Company, Corporate Governance Code and the international practice of corporate controls.
2.
These regulations define the status and competence of the Committee, it rights and duties, the
composition of the Committee, the order of its formation, operation and interaction with the bodies of the
Company.
3.
The Committee is an advisory body to the Board of Directors. All proposals developed by the Committee
shall be considered as recommendations, which are submitted to the Board of Directors.
4.
Recommendations of the Committee made on issues which in accordance with the Charter of the
Company belong to the competence of the general meeting of shareholders shall be sent in the event of approval
by the Board of Directors to the general meeting of shareholders for consideration and decision in the manner
prescribed by laws.
5.
The Committee is established to develop and submit recommendations to the Board of Directors on:
development and submission to the Board of Directors of recommendations regarding the election or
appointment of candidates for Independent Directors, the Board, the Corporate Secretary, taking into account
provisions of the internal documents of the Company;
1
the respective remuneration of Directors, Board members, the Corporate Secretary in accordance with the
goals, objectives and the current status of the Company and the level of remuneration in companies with similar
type and range of activity;
introduction of a structured and transparent system of remuneration of Directors, members of the Board
and Corporate Secretary.
6.
Members of the Committee shall not participate in the meetings of the Committee when considering matters
related to their own nomination and / or remuneration.
7.
In these Regulations, the following terms and definitions: are used
General Meeting of Shareholders – the supreme body of the Company;
Director(s) – a member (members) of the Board of Directors;
Legislation – a set of normative legal acts of the Republic of Kazakhstan adopted in the prescribed
manner;
Committee – The Nomination and Remuneration Committee of the Board of Directors;
Corporate Secretary – Corporate Secretary - The Secretary of the Board of Directors;
Independent Directors – Directors defined as independent in accordance with the Law of the Republic of
Kazakhstan “On Joint Stock Companies”, the Charter of the Company and Corporate Governance Code;
Regulations – Regulations on the Nomination and Remuneration Committee;
Management Board – Executive body of the Company;
Internal Audit Service – Internal Audit Service of the Company;
Board of Directors – Administrative body of the Company;
Charter – The Charter of the Company;
8.
Terms used but not defined in the Regulations, shall be used in the sense in which they are used in the
Legislation, the Charter and internal documents of the Company, unless otherwise is provided by the
Regulations.
2. COMPETENCE OF THE NOMINATION AND REMUNERATION
COMMITTEE
9.
The competence of the Committee shall consist of the following matters:
1) development of qualified requirements for candidates for Independent Directors and Corporate
Secretary;
2) recommendations for candidates for Independent Directors, the Management Board,
Corporate
Secretary
and
other
employees
in
accordance
with
2
the internal documents of the Company. Candidates for offices, whose election (nomination) belongs to the
exclusive competence of the general meeting of shareholders, are considered by the Committee in accordance
with relevant provisions of the internal documents of the Company and / or appeal (instruction) of shareholders;
3)
development of guidelines for newly elected Directors, in which, inter alia, there is specified information
about the Company, the rights and duties of Directors;
4)
development of the policy on succession planning of the members of Board of Directors and
Management Board, Committees of the Board of Directors and Corporate Secretary;
5)
assessment of candidates to the Management Board and other senior officials in accordance with the list
approved by the Board of Directors;
6)
preparation of recommendations for policy on evaluation and continuity of leadership of the Company;
7)
evaluation of activities of the Management Board members and other employees in accordance with the
list approved by the Board of Directors;
8)
providing guidance on the criteria for Board members and other executives in accordance with the list
approved by the Board of Directors;
9)
evaluation of programs for continuity planning and the formation of personnel reserve;
10) recommendations on the policy and structure of remuneration of Directors, Board members, Corporate
Secretary and other employees in accordance with internal documents of the Company;
11) submission of recommendations on defining, on an annual basis, the individual remuneration of
Directors, Board members, Corporate Secretary and other employees of the Company in accordance with internal
documents of the Company;
12) submission of proposals to the Board of Directors to change the remuneration of Directors, Board
members and Corporate Secretary;
13) recommendations for the nomination, definition of the term of office of the Corporate Secretary, early
termination of his/her powers, as well as determination of the amount of the salary and remuneration conditions
of the Corporate Secretary;
14) recommendations on the number, term of office of the executive body of the Company, the election of
its members, and early termination of their powers;
3
15) review of the list of positions of executives of the Company as well as its subsidiaries and affiliated
entities, approval or agreement of which is made by the Board of Directors;
16) making proposals for determining the size of salaries and conditions of remuneration and bonuses of the
head and members of the executive body;
17) consideration of the provisions on remuneration of administrative, managerial and senior officials, the
scheme of salaries of employees of the Company;
18) consideration of the payment of remuneration for the year to the category of employees of the Company
in accordance with the internal documents of the Company;
19) review and approval of the model provisions for the payment of remuneration to members of the Board
of Directors and Management Board (sole executive body) of subsidiaries and dependent companies of the
Company and submission of appropriate suggestions and comments;
20) holding a comparative analysis of the level and the remuneration policy of Directors, members of the
Management Board, Head of Internal Audit Service and Corporate Secretary in local and foreign companies with
a similar scale and type of activity, and informing the Board of Directors;
21) providing recommendations on the appointment of an external remuneration consultant;
22) recommendations to the Board of Directors with respect to the opportunity to work and / or hold position
(s) in other organizations by Directors (excluding Independent Directors and Directors who are civil servants),
members of the Management Board, other employees of the Company, appointment or approval of the
appointment of which are made by the Board of Directors;
23) submission to the Board of Directors of the annual report on the activities of the Nomination and
Remuneration Committee;
24) presentation to the Board pf Directors of recommendations on other matters within its competence, in
accordance with the instructions of the Board of Directors and / or the provisions of the internal documents of the
Company.
3. RIGHTS AND OBLIGATIONS OF THE NOMINATION AND REMUNERATION COMMITTEE
10. The Nomination and Remuneration Committee shall have the right to:
1) request documents, reports, explanations and other information from members of the Board of
Directors,
Committees
of
the
Board
of
Directors,
Management
Board,
4
Internal
Audit
Service,
Corporate
Secretary
and
other
employees
of
the
Company.
Information and documents mentioned above, are forwarded through the Corporate Secretary. The Company is
obliged to provide the Committee in the established order with all necessary materials and resources at their own
expense;
2)
invite members of the Board of Directors, the Management Board, Committees of the Board of
Directors and other persons to attend its meetings as observers;
3)
in the established order use the services of external experts and consultants within the funds
provided in the Company’s budget for the current year;
4)
11.
enjoy other rights necessary to perform its powers.
he members of the Nomination and Remuneration Committee are required to:
1)
act honestly and in good faith in the interests of shareholders and the Company as a whole and
respect the basic principles of the Corporate Governance Code;
2)
devote sufficient time for effective performance of their duties;
3)
participate in the work of the Nomination and Remuneration Committee and attend its meetings,
except when addressing issues of their own nominations and remuneration;
4)
make proposals for introducing amendments to the present Regulations;
5)
respect the confidentiality of all information that becomes known to them in the process of
performance of official duties;
6)
within their competence and in the order prescribed by these Regulations perform any other
duties as may be determined by the Board of Directors.
7)
Committee members, who are Independent Directors, are required to report to the Board of
Directors on any changes in their status of an independent director as soon as possible afte r the loss of this status
or on the occurrence of a conflict of interest relating to the decisions to be taken by the Nomination and
Remuneration Committee.
4. FORMATION OF THE NOMINATION AND REMUNERATION COMMITTEE
12.
The Committee shall consist of at least three Independent Directors.
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13.
Members of the Nomination and Remuneration Committee shall be elected by a majority vote of
members of the Board of Directors. The Chairman of the Management Board cannot be a member of the
Nomination and Remuneration Committee.
14.
If necessary, the Committee may include experts without voting rights, with the necessary expertise to
serve in the Committee. Experts with professional experience and expertise in the industry, in accordance with
the goals, objectives and competences of the Committee, shall be involved for the purpose of effective activities
of the Committee. The role of experts in the Committee is to provide with
the necessary information the
Committee members in decision-making, using special knowledge and professional experience that will enable
the Committee to fully explore issues and develop recommendations to the Board of Directors .
15.
The terms of office of members of the Nomination and Remuneration Committee coincide with their
terms of office as members of the Board of Directors, however, can be reviewed annually by the Board of
Directors.
5. CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE
16.
The Chairman of the Nomination and Remuneration Committee shall be elected from among the
Independent Directors.
17.
The Chairman of the Nomination and Remuneration Committee organizes the work of the Committee, in
particular:
1)
convenes meetings of the Committee and chairs them;
2)
approves the agenda of the meetings of the Nomination and Remuneration Committee,
including the content of issues submitted for discussion at the meeting of the Nomination and Remuneration
Committee;
3)
organizes discussion of issues at the meetings of the Nomination and Remuneration Committee,
as well as hears the opinions of persons invited to participate in the meeting;
4)
develops a Plan of regular meetings for the current year based on the Work Plan of the Board of
Directors.
6.
ORGANIZATION OF THE WORK OF THE NOMINATION AND REMUNERATION
COMMITTEE
18.
The work of the Nomination and Remuneration Committee is exercised in the form of meetings.
19.
The functions of the secretary of the Nomination and Remuneration Committee are exercised by an
official of the Secretariat of the Board of Directors appointed by the Committee.
6
20.
The Secretary of the Committee shall ensure the preparation and conduct of meetings of the Committee,
collection and ordering of materials for meetings, timely sending to the members of the Committee and invited
persons of notifications on holding the meetings of the Committee, meeting agendas, materials on the agenda,
keeping minutes of the meetings of the Committee, preparation of draft decisions of the Committee, as required
gives an abstract from the minutes of meetings of the Committee and subsequent keeping of all relevant
materials.
The Secretary of the Committee provides the receipt by members of the Nomination and Remuneration
Committee of necessary information.
21.
Meetings of the Nomination and Remuneration Committee are held only in the internal order based on
the Work Plan preliminarily approved by the Committee, but no less than four meetings per year.
22.
An extraordinary meeting of the Committee is held on the decision of the Chairman of the Nomination
and Remuneration Committee on his/her own initiative, the request of any member of the Nomination and
Remuneration Committee, the Board of Directors, as well as on the written request of the shareholde rs and the
Chairman of the Management Board.
23.
A notice of holding meetings of the Nomination and Remuneration Committee together with the agenda
shall be sent to the persons participating in the meeting not later than five business days before the date of the
meeting of the Nomination and Remuneration Committee.
24.
A meeting of the Nomination and Remuneration Committee are valid if it involves at least half of the
members of the Nomination and Remuneration Committee.
25.
At the meetings of the Nomination and Remuneration Committee there can participate at the invitation
of the Chairman of the Nomination and Remuneration third parties without the right to vote on the agenda of the
meeting of the Committee .
26.
When voting, the Chairman of the Committee and its members can decide to vote on the agenda issues
of the meeting of the Committee only in the presence of the members entitled to vote. In such cases, Experts and
other persons who are invited to participate in the meeting of the Committee as observer s are present at the
meeting of the Committee only in the discussion of issues, and at the time of voting Observers withdr aw.
27.
Decisions of the Nomination and Remuneration Committee are taken by simple majority vote of the
total number of all members of the Committee and recorded in the minutes. In case of equality of votes, the vote
of the Chairman of the Nomination and Remuneration Committee shall be crucial.
7
28.
A member of the Committee can express a dissenting opinion, which is presented together with the
minutes of the decision of the Nomination and Remuneration Committee. In cases where a decision on certain
issues cannot be made due to the interest of the individual members of the Committee, the fact is recorded in the
minutes of the meeting of the Nomination and Remuneration Committee.
29.
Minutes of meetings of the Committee are sent to all members of the Board of Directors for review
within five (5) business days from the date of the event, as well as transferred to the archives with all materials.
Each member of the Board of Directors must be able to read them on request.
7. LEGAL EFFECT OF REGULATIONS
30.
Approval of the Regulations, as well as introduction of amendments and additions are the responsibility
of the Board of Directors.
31.
If as a result of changes in the legislation of the Republic of Kazakhstan, the Charter or Code certain
provisions of the Regulations come into conflict with them, these Regulations shall be repealed until appropriate
changes are made.
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