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Approved
by the decision
of the Management Board
of JSC “Samruk-Energy
December 22, 2011
(minutes № 57)
PROVISIONS ON THE STRATEGIC PLANNING COMMITTEE OF THE BOARD
OF DIRECTORS OF THE JSC “SAMRUK-ENERGY”
1. GENERAL PROVISIONS
1.
These Regulations on the Strategic Planning Committee of the Board of
Directors (hereinafter – the Committee) of the JSC “Samruk-Energy” (hereinafter – the
Company) is developed in accordance with the laws of the Republic of Kazakhstan, the Charter
of the Company, Code of Corporate Governance of the Company, and international corporate
governance practices.
2.
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/s – Committee/s of the Board of Directors
Corporate Secretary – Corporate Secretary of the Company;
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
Code of Corporate Governance;
Provisions – provisions on the Strategic Planning Committee;
Management Board – Executive Body of the Company;
Internal Audit Service – Internal Audit Service of the Company;
Board of Directors – managing body of the Company;
Charter – Charter of the Company.
3.
These Regulations define the objectives of the creation of the Committee,
functions of the Committee, requirements for the composition and order of the formation of the
Committee, powers of the Committee, rights and duties of its members, the procedure for
preparation and holding of meetings of the Committee.
4.
The Committee is an advisory body of the Board of Directors. In its activities
the Committee shall be fully accountable to the Board of Directors of the Company and
operates under the authorities granted to it by the Board of Directors of the Company. All
proposals developed by the Committee are recommendations which are submitted to the
Board of Directors.
5.
The Committee is set up to prepare recommendations to the Board of Directors
on the development of priority activities (development), strategic goals (the development
strategy) of the Company, including issues on the development of activities that enhance the
effectiveness of the Company in the long-term.
6.
The Committee in its activities is guided by the Legislation of the Republic of
Kazakhstan, the decisions of the General meeting of shareholders, the Board of Directors of
the Company, the Charter, the Code of Corporate Governance, Regulations on the Board of
Directors of the Company, these Regulations and other internal documents of the Company.
7.
Provisions on the Committee shall be approved by the Board of Directors of the
Company.
2. COMPETENCE OF THE COMMITTEE
8.
The competence of the Committee includes the following matters:
8.1.
a preliminary review of the development strategy, including the mission and
vision, goals and objectives, as well as their periodic review;
8.2.
monitoring of changes in the economic and competitive environment to
determine their impact on the existing development strategy of the Company and ensuring of
the review / re-assessment of the strategy with these changes;
8.3.
regular, at least once every six months, reviewing of the implementation of
measures to implement the development strategy of the Company, and reportin g to the Board
of Directors with the evaluation of the effectiveness of measures for the implementation of
development strategy and recommendations for achieving the set goals;
8.4.
analysis and recommendations to the Board of Directors to develop strategic
decisions relating to the definition of priority activities (development) of the Company and
evaluation of the pursuit of the approved priority directions of development of the Company;
8.5.
analysis and recommendations on the development of certain strategic decisions
relating to the application of new or elimination of the use of existing technologies, as well as
the use of other opportunities to expand the scope and area of activities of the Company, to
increase economic efficiency and quality of the rendered services;
8.6.
analysis and recommendations on the development of strategic decisions relating
to the reorganization of the Company by merger, joining, division, separation, transformation;
8.7.
a preliminary review of action plans for the implementation of developm ent
strategy of the Company;
8.8.
preliminary review of the documents submitted to the Board of Directors of the
Company containing information on the implementation of the development strategy;
8.9.
submission to the Board of Directors of the annual report on the work of the
Committee;
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8.10. recommendations to the Board on any 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 COMMITTEE
9.
The Committee and its members have the right to:
9.1.
request in the prescribed manner and within its competence documents, reports,
explanations and other information from members of the Board of Directors, Committees , the
Management Board, the Internal Audit Service, Corporate Secretary and other employees of
the Company;
9.2.
invite members of the Board of Directors, the Management Board, Committees
and the Internal Audit Service and other persons to attend its meetings as observers;
9.3.
use in the prescribed manner the services of external experts and consultants
within the funds provided in the budget of the Company for the current year;
9.4.
participate in the monitoring and verification of execution of decisions and
orders of the Board of Directors of the Company on matters of its activities;
9.5.
develop and submit proposals for changes and additions to the present
Regulations;
9.6.
develop and submit for approval by the Board of Directors of the Company draft
documents relating to the activities of the Committee;
9.7.
require the convening of meetings of the Committee and submit items to the
agenda of the meeting of the Committee;
9.8.
enjoy other rights necessary to perform its powers.
10.
The Committee and its members are required to:
10.1. act honestly and in good faith in accordance with the Regulations, in the interests
of shareholders and the Company, as well as comply with the principles of the Code of
Corporate Governance;
10.2. devote sufficient time for effective performance of their duties ;
10.3. participate in the work of the Committee and attend its meetings;
10.4. report regularly to the Board of Directors on their activities;
10.5. respect the confidentiality of information obtained in the framework of the
activities of the Committee;
10.6. inform the Board of Directors of the Company on any changes in their status of
independent directors or on the occurrence of a conflict of interest due to decisions to be taken
by the Committee.
4.
REQUIREMENTS FOR THE COMPOSITION AND FORMATION OF THE
COMMITTEE
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11.
The Committee shall consist of at least three members, the majority of whom must be
Independent Directors.
12.
The committee should include members of the Board of Directors – representatives of
the shareholders, and in the case of minority shareholders the Committee shall include
members of the Board of Directors – representatives of minority shareholders.
13.
The Chairman and members of the Management Board cannot be elected to the
Committee.
14.
Members of the Committee must have industry experience, experience in general
management, corporate governance and strategic planning.
15.
The Board of Directors shall determine the number of members of the Committee, its
term of office, shall elect a Chairman and members of the Committee. The Chairman and
members of the Committee shall be elected by a majority vote of members of the Board of
Directors.
16.
The Chairman of the Committee shall be elected from among its members. The Board of
Directors of the Company shall have the right at any time to re-elect the Chairman of the
Committee.
17.
In the absence of the Chairman of the Committee, his/her duties shall be performed by
a member of the Committee who is an Independent Director elected at a meeting of the
Committee by open vote by a simple majority vote of all members present at the meeting.
18.
If necessary, the Committee can include experts without voting rights, with the
necessary expertise to serve on the Committee. Experts with professional experience and
expertise in the industry, in accordance with the goals, objectives and compete nce of the
Committee, become part of the Committee for the effective operation of the Committee. The
role of experts on the Committee is to provide the Committee members with the necessary
information in decision-making, using special knowledge and professional experience that will
shall enable the Committee to fully explore issues and develop recommendations to the Board
of Directors.
19.
By the decision of the Committee there shall be appointed the secretary of the
Committee, who shall provide organizational and informational support to the work of the
Committee. The secretary of the Committee can be the Corporate Secretary or an employee of
the Corporate Secretary Staff of the Company, or can be assigned to an employee of the
structural subdivision of the Company, whose functions include strategic planning. In the
latter case, the mentioned structural subdivision is determined by the working body of the
Committee.
20.
The terms of office of members of the Committee coincide with their terms of office as
members of the Board of Directors, however, can be reviewed annually by the Board of
Directors.
21.
The Board of Directors is entitled to terminate the powers of all or
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individual members of the Committee. Early termination of office of a member of the
Committee on his/her own initiative shall be carried out by the Board of Directors based on a
written statement by a member of the Committee, submitted to the Chairman of the Board of
Directors.
3. CHAIRMAN OF THE COMMITTEE
22.
The Chairman of the Committee organizes the work of the headed Committee, in
particular:
- convenes meetings of the Committee and chairs them;
- adopts the agenda for meetings of the Committee, including the content of the issues
submitted for discussion at the meeting of the Committee;
- organizes discussion at the meetings of the Committee, as well as hear s the opinions of
persons invited to participate in the meeting;
- maintains regular contacts with members of the Board of Directors of the Company,
members of the Management Board of the Company, structural subdivisions of the Company
to obtain the most complete and accurate information necessary for the Committee’s
decision-making, and to ensure their effective interaction with the Board of Directors of the
Company;
- allocates responsibilities among its members, gives them instructions associated with
in-depth study of the issue and the preparation of materials for consideration at the meeting of
the Committee;
- provides and coordinates the work on implementation of decisions of the Committee ;
- develops a plan of regular meetings for the current year based on the plan of meeting of
the Board of Directors, oversees the implementation of its decisions and plans;
- prepares an annual report on the work of the Committee, which is sent to the Board of
Directors and is included in the annual report of the Company.
4.
PROCEDURE FOR THE ACTIVITIES OF THE COMMITTEE
23.
Activities of the Committee take the form of meetings. Committee meetings are held
according to the annual plan of work, corresponding to the work plan of the Board of Directors
and approved by the Committee. The Committee shall meet at least four times a year and
extraordinary meetings – as required.
24.
An extraordinary meeting of the Committee is convened by the decision of the
Chairman of the Committee on his/her own initiative, the request of any member of the
Committee, the Board of Directors, as well as on the written request of the Chairman of the
Management Board. At the same time a requirement to convene an extraordinary meeting shall
be drawn up and sent to the Chairman of the Committee not later than ten (10) business days
before the date of the extraordinary meeting of the Committee.
25.
The Secretary of the Committee shall ensure the preparation and conduct of meetings
of the Committee, gathering and ordering of materials for meetings, timely sending to the
members of the Committee and invited persons notifications on holding the meetings of the
5
Committee, the agenda of meetings, materials on the agenda, keeping minutes of the meetings,
preparation of draft decisions of the Committee, as required giving abstracts from the minutes
of the Committee meetings, as well as providing subsequent storage of all relevant materials.
The secretary of the Committee provides receipt by the members of the Committee of the
information required.
26.
The Committee shall meet with an obligatory invitation of the person who made
this requirement.
27.
A notice of holding meetings of the Committee together with the agenda shall be
sent to the persons participating in the meeting not later than seven (7) days before the meeting
of the Committee.
28.
The meeting of the Committee shall be competent if attended at least by half of
the members of the Committee.
29.
Decisions of the Committee can be taken in the form of internal, absentee or
mixed voting as well as in the form of audio and video conferencing.
30.
With an internal vote the Chairman of the Committee and its members can decide
to vote on the issues of the agenda of the meeting of the Committee in the presence of only
members entitled to vote. In such cases, experts and other persons who are invited to
participate in the meeting of the Committee as observers shall be present at the meeting of the
Committee only in the discussion of issues but at the time of the vote withdraw.
31.
At the meetings of the Committee there can be present at the invitation of the
Chairman of the Committee third parties, without the right to vote on the agenda of the meeting
of the Committee.
32.
The Committee’s decisions are taken by simple majority vote of the total number
of members of the Committee. In case of equality of votes, the vote of the Chairman of the
Committee shall be decisive.
33.
Each member of the Committee can express a dissenting opinion, which is
presented together with the minutes of the decision of the Committee. In cases where a
decision on certain issues cannot be made due to the interests of individual members of the
Committee, this fact is recorded in the minutes of the meeting of the Committee.
34.
After each meeting the Secretary of the Committee issues minutes, a copy of
which within three (3) business days after the meeting is sent to all members of the Board of
Directors. The originals of minutes of meetings of the Committee with all the materials are
forwarded to the archive of the Company.
7. RESPONSIBILITY OF MEMBERS OF THE COMMITTEE
35.
A member of the Committee shall be liable to the Company for any damage
caused by his/her actions (or inaction) in accordance with the Legislation of the Republic of
Kazakhstan.
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8.
LEGAL EFFECT OF THE PROVISIONS
36.
Approval of the Regulations, as well as introduction of amendments and additions are
the responsibility of the Board of Directors
37.
If as a result of changes in the legislation of the Republic of Kazakhstan, the Charter or
the Code certain provisions of the Regulations come into conflict with them, these provisions
of the Regulations shall be repealed until appropriate changes are made.
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