JOB DESCRIPTION

Corporate Secretary of the joint-stock company (Board of Directors)

    This instruction is based on the Order of the Minister of Labor and Social Protection of the Population of the Republic of Kazakhstan dated December 30, 2020 No. 553. Registered with the Ministry of Justice of the Republic of Kazakhstan on December 31, 2020 No. 22003. On approval of the Qualification Directory of positions of managers, specialists and other employees in accordance with the requirements of the Code of the Republic of Kazakhstan dated November 23, 2015 No. 414-V SAM., and is applied as an appendix to the employment contract.

Corporate Secretary of the Joint Stock Company (Board of Directors)

    Job responsibilities:

     ensures that the divisions and officials of the joint-stock company (board of directors) comply with the requirements of the applicable legislation, the company's charter, as well as other documents guaranteeing the exercise of the rights and legitimate interests of shareholders;

     Heads the work on the preparation of decisions of the Board of Directors and other management bodies of the company on the development of corporate governance practices, monitors their implementation.;

     Advises the company's officers and shareholders, as well as members of the Board of Directors, on corporate law and governance issues.;

     manages the preparation and organization of general meetings of shareholders, consideration of shareholders' proposals on issues included in the agenda of the general meeting, including candidates for election to the company's elected bodies.;

     supervises the execution of resolutions adopted by the General Meeting of Shareholders and the Board of Directors;

     ensures the preparation of the annual report of the joint-stock company, other documents to be submitted to shareholders for general meetings (annual and extraordinary), the organization of the preparation and distribution to shareholders of notices of the upcoming general meeting, voting ballots, as well as shareholders' access to documents required for submission to persons entitled to participate in the general meeting, accounting received in the Society of completed voting ballots;

     supervises the work of the counting commission, which is elected by the general meeting of shareholders, receives minutes, ballots, and powers of attorney from the counting commission, participates in the preparation of the draft report on voting results, minutes of the general meeting of shareholders, and solves other tasks related to the preparation and holding of the general meeting of shareholders;

     ensures compliance with the established procedure for preparing and holding meetings of the Board of Directors, including developing work plans and agendas for meetings of the general meeting of shareholders and the Board of Directors, familiarizing newly elected members of the Board of Directors with the company's activities and its internal documents, notifying members of the Board of Directors and persons invited to a meeting of the Board of Directors of upcoming meetings, sending them materials on issues included in the agenda;

     participates in meetings of the Board of Directors;

     organizes the keeping of minutes of meetings of the Board of Directors, ensures their storage and issuance, if necessary, copies of minutes or extracts from the minutes of the Board of Directors, certifies their authenticity;

     monitors compliance with the procedure for disclosure of information about the company established by the legislation, the charter and other documents of the company, including through the mechanism of public disclosure of information;

     organizes the storage of documents related to the activities of the Board of Directors and the shareholders' meeting of the company and shareholders' access to the information contained therein, making copies of documents, certifies their authenticity;

     records and reviews appeals and requests from shareholders on corporate governance and the exercise of shareholders' rights.;

     informs the Board of Directors of all facts of non-compliance in the management of the company with the requirements of the applicable legislation and internal documents;

     requests and receives information from the company's shareholder register management system, promotes the expansion of shareholders' rights and their participation in corporate governance;

     interacts with professional participants in the securities market and government authorities on issues related to the regulation of corporate legal relations and the securities market.;

     supervises the preparation of the established reporting on corporate governance issues;

     ensures compliance with the established procedures and procedures, including compliance with the procedure for maintaining the register of holders of registered securities, the procedure for approving major transactions and related-party transactions, the procedure for issuing shares of the company, exercising shareholders' rights to place them, and other procedures aimed at protecting the rights and property interests of shareholders;

     takes measures to prevent losses to the company and/or its shareholders;

     It helps to ensure a high level of business activity, compliance with ethics in relations between market participants, and moral and ethical standards of corporate behavior.

     Must know:

      legislative and other regulatory legal acts defining the rights of shareholders and regulating the activities of corporate governance bodies;

     the procedure for the issue and circulation of securities, the charter and other documents regulating corporate relations in the company, the functions of the Board of Directors and its bodies;

      the procedure for preparing and holding general meetings of shareholders and meetings of the Board of Directors, as well as implementing corporate governance procedures;

      the procedure for disclosure of information about the company;

      the order of work of professional participants of the securities market (registrars of the company, exchanges);

     fundamentals of antimonopoly and tax legislation, legislation on privatization, arbitration practice;

      the Code of Corporate Conduct, the fundamentals of international corporate law, regulatory documents reflecting advanced domestic and foreign corporate governance practices, and the procedure for resolving corporate conflicts;

     methods and means of receiving, processing and transmitting information;

     methodological and regulatory documents on the issues of technical protection of information;

      Information technology;

     the procedure for using information systems;

      organization and procedure of negotiations;

     moral and ethical standards of corporate behavior;

     labor legislation, internal labor regulations, occupational safety and health, industrial sanitation, fire safety requirements.

     Qualification requirements:

     higher (or postgraduate) education in the relevant field of personnel training and special training in corporate governance, work experience in the specialty of at least 3 years, including at least 1 year in the position of head.

 

I have read the instructions:

_______________/__________________________

                     (signature, full name, date)

                                               "___"__________ 20___ G.

 

 

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