APPROVED by resolution of the Sole Shareholder of ... - КазМунайГаз

with legislative acts of the Republic of Kazakhstan and/or the Charter. The Board of
Directors shall adopt its resolutions as per the procedure established by this Article.
64. The Board of Directors shall be liable to the Sole Shareholder for the general
management of KMG’s activity.
65. By results of a year the Board of Directors shall provide a report on its work
to the Sole Shareholder in accordance with the procedure established by the Regulation
on Board of Directors.
66. In line with resolution of the Sole Shareholder, members of KMG’s Board of
Directors who are not state employees may receive, while performing their duties,
remuneration and/or reimbursement of expenses related to fulfillment of functions of
members of KMG’s Board of Directors. Rates of such remuneration and compensation
shall be determined by a resolution of the Sole Shareholder.
67. Unless otherwise stipulated by the Law, the following issues shall refer to the
exclusive competence of the Board of Directors:
1) determining priority activities of KMG and approval of KMG’s Development
Strategy, and monitoring implementation of KMG’s Development Strategy;
2) submission of issues for consideration by the Sole Shareholder;
3) decision making on redemption of placed shares or other securities by KMG
and on the price of their redemption;
4) provisional approval of KMG’s strategy, and putting forward a proposal to
KMG’s Sole Shareholder on the procedure of allocating KMG net profit for the last
fiscal year and rates of dividends as per an ordinary share of KMG;
5) provisional approval of KMG Annual Report;
6) determination of terms of issuance of KMG’s bonds and derivative securities
and decision making in respect of their issuance;
7) determination of the quantitative composition, term of powers of KMG’s
Management Board, election (appointment) of its members, as well as early termination
of their powers, except for the Chairman of KMG’s Management Board;
8) salary adjustment and determination of terms of labour remuneration, bonus
payment and social support to the Chairman and members of KMG’s Management
Board, and early termination of their powers;
9) establishment of committees of the Board of Directors, approval of regulations
on them, and election of members of committees;
10) approval of the total manpower, and structure of KMG’s central office;
11) determining quantitative composition, term of powers of the Internal Audit
Service, appointment of its Head and members, as well as early termination of their
powers, establishing the procedure of the Internal Audit Service, determining the rates
and terms of labour remuneration, bonus payment and social support to employees of
the Internal Audit Service with account of the policy of the Sole Shareholder;
12) approval of the annual audit plan of the Internal Audit Service;
13) consideration of quarterly and annual reports of the Internal Audit Service
and making decisions on them;
14) appointment, determination of the term of powers of the Corporate Secretary,
early termination of his/her powers, as well as determination of salary rates, terms of
remuneration and social support to the Corporate Secretary with account of the policy of
the Sole Shareholder;
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