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CORPORATE
GOVERNANCE
INFORMATION
PRESENCE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MEMBERS OF THE COMMITTEES AT MEETINGS OF
THE BOARD OF DIRECTORS AND COMMITTEES (2012)
Remuneration
Planning
Strategic
Board of Audit Nominations
Directors Committee Committee
Committee Committee
Number of meetings held in 2012 29 5 3 7 1
Lyazzat Kiinov 22 - 1 - -
Sisengali Utegaliyev 5 - - - -
Alik Aidarbayev 29 - 3 - 1
Yerzhan Zhangaulov 28 - - - -
Assiya Syrgabekova 29 - - - -
Timur Bimagambetov 19 - - - -
Paul Manduca 23 4 2 6 -
Philip Dayer 29 5 3 7 -
Edward Walshe 29 5 3 7 1
The Management Board is an executive authority and regulates the Company’s current activities. In 2012 39 meetings of the
Management Board were held on a regular basis and as necessary.
In 2012 the Management Board reviewed following key issues related the Company’s operating activities:
––
On approval of setting up the Drilling Well Servicing Division LLP (UBR)
––
On approval of setting up the Support Service Vehicles and Well Servicing Division LLP (UTTiOS)
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On approval of revised budget for 2012
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On investment strategic project “Setting up and development of JSC “Ozenmunaigas” and JCS ”Embamunaigas” on the basis
of property and property rights of JSC “KMG EP”
––
On project “Setting up and business setup of UTTiOS LLP and business unit of OMG UBR LLP
––
On approval of number of procedures regulating internal activities of the Company.
The Management Board also makes decisions on other issues of the Company’s operations, not pertaining to the exclusive
competence of the General Meeting of Shareholders, the Board of Directors and officials of the Company.
AUDIT COMMITTEE
MEMBERS OF THE AUDIT COMMITTEE
In 2012 this committee was composed of only independent Directors, namely, Philip Dayer (Chairman of the committee) and
Edward Walshe. From October 1, 2012 due to the early termination of the powers of an independent Director Paul Manduca, Philip
Dayer is the Chairman of the committee. Appointments to the Audit Committee are made for the period of three years, and can be
extended by the Board of Directors not more than for two additional three years periods, provided that the members of the Audit
Committee are independent.
NUMBER OF MEETINGS
During 2012 the Audit Committee held five meetings. The Chairman of the Audit Committee makes the decisions about the
frequency and timing of the meetings. The number of meetings is determined in accordance with requirements to the duties of the
committee. At the same time at least four meetings per year must be held, which should coincide with key dates of the cycle of
preparation of financial reporting and audit of the Company (when audit plans of internal and external auditors are prepared, and
when the interim financial statements, preliminary announcements and the annual report near completion).
RESPONSIBILITIES AND DUTIES OF THE AUDIT COMMITTEE
The Audit Committee is responsible, among other things, for any reports containing financial information of the Company,
monitoring risk management and internal controls, and for involvement of the auditors of the Company in this process. It also
receives information from the internal audit department of the Company, which monitors compliance with internal control
procedure of the Company. In particular, the committee deals with issues of compliance with legal requirements, accounting
standards, applicable rules of the UK Listing Authority (UKLA) and the Kazakhstan Stock Exchange (KASE), ensuring effective
system of internal control. The Board of Directors is also responsible for preliminary approval of annual financial report.
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Annual report 2012 KazMunaiGas Exploration Production JSC