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MAJOR CHANGES IN CORPORATE GOVERNANCE

THE HOLDING HAS APPROVED THE FOLLOWING DOCUMENTS:

1. THE CORPORATE GOVERNANCE CODE OF THE HOLDING IN A NEW EDITION NEW DIRECTIONS IN THE CORPORATE GOVERNANCE CODE OF THE HOLDING:

 

  • interaction of the Holding's bodies;
  • sustainable development (analysis of commitments and actions taken, i.e. assessment of activities and risks in three aspects: economic, social and environmental aspects, as well as the desire to prevent or reduce the negative impact of their performance on stakeholders);
  • evaluation of effectiveness of Board of Directors and Executive Board;
  • introduction of a corporate culture (to understand the actions taken by employees);
  • obligation to disclose information to interested parties (transparency, image policy), which demonstrates openness and readiness of the Holding to fulfill its obligation
2. REGULATIONS OFBOARD OF DIRECTORS OF "KAZAGRO" HOLDING" JSC

 

The Regulations of Board of Directors determine the procedure of organizing the activities of Board of Directors in terms of procedure of appointment of new elected members of Board of Directors, procedure of formation of Board of Directors, election and termination of powers of Board of Directors, change in place, time of the meeting and the agenda of the meeting of Board of Directors, etc.

3. THE CONDITION FOR PAYMENT OF REMUNERATION AND COMPENSATION OF EXPENSES TO INDEPENDENT DIRECTORS OF "KAZAGRO" HOLDING" JSC

 

The document defines conditions and procedure for payment of remuneration and compensation to independent directors of the Holding in the part not regulated by the Law of the Republic of Kazakhstan «On Joint-Stock Companies», the Charter and the Corporate Governance Code.

4. REGULATIONS OF EXECUTIVE BOARD OF "KAZAGRO" HOLDING" JSC

 

The Regulations of Executive Board determine the procedure of organizing the activities and holding meetings of Executive Board, including procedure of electing its members, and other norms in the part not regulated by the Charter and the Corporate Governance Code of the Holding.

5. POLICY ON SETTLEMENT OF CORPORATE CONFLICTS AND CONFLICTS OF INTERESTS OF THE HOLDING

 

The Policy provides measures to prevent corporate conflicts / conflicts of interest, procedure of resolving corporate conflicts, rules of managing conflicts of interest.

6. REGULATIONS OF THE CORPORATE SECRETARY OF "KAZAGRO" HOLDING" JSC

 

The Regulations determine the procedure of appointment and activities of the Corporate Secretary, its status, powers and competence.

7. REGULATIONS OF THE INTERNAL AUDIT SERVICE OF "KAZAGRO" HOLDING" JSC

 

The Regulations determine the procedure of appointment and activities of the Internal Audit Service, its status, powers and competence.

DIAGNOSTICS OF CORPORATE GOVERNANCE

 

As part of compliance with provisions of the Corporate Governance Code, for the first time, corporate governance was diagnosed with involvement of external consultants - «Rating Agency of the Regional Financial Center of Almaty» JSC (hereinafter - RA RFCA).

Based on the results of Corporate Governance Analysis Report, the Holding was assigned a corporate governance rating KZ CG 6 (stable outlook) - 85.01%. This rating, assigned to the Holding for the first time, reflects high level of corporate governance and confirms low risks of main parameters of its evaluation. The rating of corporate governance reflects degree of the company's performance of external requirements to the quality of management and the effectiveness of internal corporate procedures.

In accordance with recommendations of RA RFCA the Holding approved the Action Plan for elimination of recommendations based on results of Corporate Governance Analysis Report of "KazAgro" Holding" JSC for 2017- 2018.

DIAGNOSTICS OF CORPORATE GOVERNANCE IN SUBSIDIARIES

 

The Holding conducts diagnostics of corporate governance of its subsidiaries and assigns ratings (levels) of corporate governance to the results of the reporting year.

In 2017, diagnostics confirmed high culture of corporate development of the Holding's group of companies on the basis of transparency of activities and high criteria of human potential development. The level of corporate governance in subsidiaries amounted 71.43% (SATISFACTORY). The growth in the overall level of corporate governance amounted 17.5% compared to the previous year. These results will be reflected in the reports on implementation of the Companies' Development Strategy (corporate governance rating).

WITHIN THE FRAMEWORK OF IMPROVEMENT OF THE CORPORATE GOVERNANCE SYSTEM OF THE HOLDING IN 2018, A NUMBER OF INTERNAL REGULATORY DOCUMENTS ARE BEING UPDATED /APPROVED INCLUDING:

 

  1. Regulations of evaluation of activities of Board of Directors, committees of Board of Directors and members of Board of Directors of "KazAgro" Holding" JSC. The Regulations will define general directions and recommendations, methods and types of evaluation, evaluation process, role of the Corporate Secretary in self-assessment, role of an independent external consultant, criteria for evaluating activities of Board of Directors, evaluation of the committees of Board of Directors, and procedure for disclosing information on evaluation.
  2. Rules of disclosure of information on the activities of "KazAgro" Holding" JSC and ensuring the security of commercial and official secrets.
  3. Codes of corporate management of subsidiary joint-stock companies. Besides, subsidiary joint-stock companies plan to conduct a corporate governance audit involving external consultants and assignment of an independent corporate governance rating.