Appendix 18 to the resolution of the
Board of Directors of Kazpost JSC as
of November 3, 2011 Minutes No
09/11
Approved
by the resolution of the Board of
Directors of Kazpost JSC as of
November 3, 2011 Minutes No 09/11
REMUNERATION POLICY OF THE BOARD OF DIRECTORS OF KAZPOST JSC
1.GENERAL PROVISIONS
1.1. This policy of remuneration of the Board of Directors of "Kazpost" JSC (hereinafter - the Policy)
is developed in accordance with the current legislation of the Republic of Kazakhstan, the Charter
and the Code of Corporate Governance of "Kazpost" JSC (hereinafter - the Company).
1.2. The Policy is the internal regulatory document of the Company and defines the conditions and
procedure for payment to the members of the Board of Directos the compensation and reimbursement
of expenses related to the performance of the functions by the Board of Directors members during the
execution of their duties.The provisions of this policy takes into account and complement the rules of
remuneration and reimbursement of expenses of independent directors of "Samruk-Kazyna" JSC's Companies.
1.3. The policy is aimed at attracting and increasing the motivation of the members of the Board of
Directors. The remuneration is paid to all members of the Board of Directors of "Kazpost" JSC (hereinafter the members of the Board of Directors), unless otherwise provided
by the legislation, regulations of the Company and the organizations that employ members of the Board of
Directors, in particular:
- to the Independent directors
- representatives of the Sole Shareholder (unless otherwise is stipulated
by legislation and internal regulations of the Sole
shareholder);
- public authorities representatives (unless otherwise is stipulated
by legislation and internal regulations of the public authority).
3.Chairman of the Management Board does not receive remuneration for participation in the work of
the Board of Directors.
2. Procedure for determining the remuneration
2.1. Members of the Board of Directors must perform their duties in good faith, guided in the decision
making by the Republic of Kazakhstan legislation, the principles of corporate governance and internal
documents of the Company in the interests of the Company and the Sole shareholder.
2.2. The grounds for the payment of directors' remuneration are:
- performance of duties by the members of the Board of Directors;
- contribution to the Board of Directors activity and that of the Company, interest in achievement a high
quality of work;
- interconnection of fees to the level of personal skills;
- participation in meetings of the Board of Directors (except for illness, vacation and business trips);
- evaluation of the Board of Directors.
2.3. The size of remuneration is determined depending on the following factors:
-
the complexity of the tasks and responsibilities;
peculiarities and volume of production (business);
risks associated with the production (business);
industry-specific work:
the role and place of the Company in the social and economic development of the country.
2.4. The main components of remuneration are:
- a fixed, annual remuneration (constant value);
- additional fee (variable).
2.5. The size of the fixed annual remuneration is determined by the resolution of the Sole Shareholder
upon representation from the Board of Directors and recommendations
of the HRRSA Committee under the Board of Directors of the Company (hereinafter - the HRRSA Committee).
2.6. The size of the additional remuneration is determined by resolution of the Sole
shareholder upon representation by the Board of Directors and recommendations
of the HRRSA Committee under the Board of Directors of the Company. It identifies different sizes of
remuneration for the chairman and members of the Committees under the Board of Directors of the Company.
2.7. Terms and conditions of payment of remuneration are determined by resolution of the Sole
Shareholder upon representation of the Board of Directors and recommendations
of the HRRSA Committee under the Board of Directors of the Company, and may include:
- making payments of a fixed annual remuneration once a year or once every six months (fifty per cent
of the fixed annual remuneration shall be paid within six months of the calendar year) in proportion to the
period of work of that member of the Board of Directors;
- making payments of additional remuneration for participation in in-person meetings of committees
under the Board of Directors of the Company;
- lack of payment of a fixed annual remuneration in the case of participation of members of the Board
of Directors in less than half of all meetings in the reporting period (except for the absence due to illness,
vacation, business trip).
2.8. HRRSA Committee shall prepare and submit to the Board of Directors recommendations on
remuneration to the members of the Board of Directors of the Company on the basis of proper analysis
(benchmarking) taking into account the compensation practices in the companies, similar in the type,
size, scale and type of activity, the volume of transactions.
2.9. HRRSA Committee when considering the remuneration of the Board of Directors takes into
account the performance of duties by officials and strategic performance indicators of the Company.
2.10. In determining the remuneration for the prevention and provision of absence of a conflict of
interest,, member of the Board of Directors and that of the HRRSA Committee can not be involved
in the process of determining their own remuneration, respectively for, should not take part in voting on
the determination of their own remuneration.
2.11. The fixed annual remuneration and additional remuneration for the participation in the meetings of the
Committees under the Board of Directors of the Company shall be paid to members of the Board of Directors
of the Company, net of taxes and obligatory payments in accordance with the tax laws of the Republic of
Kazakhstan, other legal and regulatory acts and other documents.
3. REIMBURSEMENT OF EXPENSES
3.1. The Board of Directors members are reimbursed for expenses related to the arrival for the meetings
of the Board of Directors and Committees under the Board of Directors.
3.2. Terms of compensation to the members of the Board of Directors are determined by the resolution
of the Sole Shareholder upon the representation by the Board of Directors and recommendations of
the HRRSA Committee.
3.3. The Company compensates Board members the expenses related to the performance of their
duties:
- transportation costs (on the basis of supporting documents), including the cost of booking tickets and
costs associated with the replacement of tickets and / or change of the date of arrival / departure;
- the cost of hotel accommodation (based on supporting documents);
- per diem (within the norms of reimbursement of travel expenses to the Chairman of the Management
Board, provided for by internal documents of the Company, unless otherwise is determined by the resolution
of the sole shareholder of the Company);
- other costs associated with performance of duties as a member of the Board of Directors (on the basis
of supporting documents).
4. Mechanism of payment of remuneration and compensation
4.1. Remuneration and reimbursement of expenses to the members of the Board of Directors of the
Company are made in monetary form through the transfer to the bank account designated by the member
of the Board of Directors of the Company.
4.2. Organization of remuneration and reimbursement of expenses of members of the Board of
Directors is made by the Corporate Secretary of the Company in cooperation with other departments
of the Company.Reimbursement is made on the basis of supporting documents provided by the
member of the Board of Directors of (tickets, invoices, receipts, etc.).
4.3. The fixed annual remuneration is paid by the Company within a month following the reporting period
with a help of memo sent by Corporate Secretary addressed to the Chairman of the Management Board and
the chief accountant, indicating the number of meetings attended by members of the Board of Directors of the
Company during the reporting period, to make payments .
4.4. Additional remuneration is paid depending on the number of physical meetings of committees of
the Board of Directors, in which member of the Board of Directors took part through the signed
minutes of committees sent C by Corporate Secretary of the Company to the authorized structural units of
the Company (accounting).
4.5. In the event of termination of authorities of a member of the Board of Directors (including early
one) before the end of half of the year, the remuneration and expenses are paid for the period of actual
being in the composition of the Board of Directors of the Company after the adoption of the
corresponding resolution by the sole shareholder of the Company or the statement provided by a member of
the Board of Directors on the early termination of their powers;
5. FINAL PROVISIONS
5.1. At the conclusion of the contract with the independent directors of the Company the provisions of
the current Policy shall be taken into account. Agreement with the independent directors of the Company shall
be signed by the Chairman of the Board of Directors of the Company on the basis of orders of the Sole
Shareholder of the Company.
5.2. This Policy may be supplemented and / or modified by the Board of Directors of the Company.
24. The issues not covered by this Policy are governed by the laws of the Republic of Kazakhstan, the
sole shareholder of the Company and internal documents of the Sole Shareholder and the Company.