UMP JSC Board of Directors

The Board of Directors is the Company’s management body which performs general management of the Company’s operations. The resolutions of the Board of Directors are made under procedure stated in the Company’s Statute, the Company’s Code of Corporate Governance and Statement on the Board of Directors.

In the Company, there is Statement on the Board of Directors in effect which was approved by the Resolution of the Sole Shareholder. The Board of Directors ensures not only effective Company management but also control system functioning, and respect and protection of rights and legal interests of the Sole Shareholder.

Activities of the Board of Directors are based on the principles stipulated by the Law of the Republic of Kazakhstan and business ethics standards.

Requirements to potential members of the Board of Directors

Potential members of the Board of Directors should have adequate work experience, knowledge, expertise and good achievements in business and (or) industry-specific area necessary to perform their duties and arrange effective work of the Board of the Directors for benefit of the Sole Shareholder and the Company; also, they should meet the requirements stipulated in the Company’s internal documents.

Requirements to the Company’s independent directors 

According to the Company’s internal documents, a potential independent director of the Company should meet the criteria as follows:  

  1. he/she is not, and has not been within three years prior to his/her election to the Board of Directors, an affiliated person of the Company (except for his/her holding the position of the Company’s independent director);
  2. he/she is not, and has not been within three years prior to his/her election to the Board of Directors, an employee of the Company or its affiliated persons;
  3. he/she is not, and has not been within three years prior to his/her election  to the Board of Directors, in immediate relationship  (parent, brother, sister, son, daughter), marriage or in-law relationship (spouse’s brother, sister, parent, son or daughter) with the Company employee;
  4. he/she is not an affiliated person in relation to the Company’s affiliated persons;
  5. he/she is not, and has not been within three years prior to his/her election to the Board of Directors, in subordination relationship with officials of the Company or organizations which are affiliated persons of the Company;
  6. he/she is not, and has not been within three years prior to his/her election to the Board of Directors, an affiliated person of a large customer or supplier of the Company or its affiliated persons;
  7. he/she is not an affiliated person of non-profit organization that is significantly funded by the Company or its affiliated persons;
  8. he/she does not provide the Company or its affiliated persons with any paid services, including consulting ones;
  9. he/she is not an official of the legal entity where the Company’s employee holds the position of a member of the Board of Directors;
  10. he/she is not a state official;
  11. he/she is not, and has not been within three years prior to his/her election to the Board of Directors, the Company’s auditor;
  12. he/she does not participate, and has not participated within three years prior to his/her election to the Board of Directors, in the Company’s audit as an auditor working as a part of an audit organization;
  13. he/she is not, and has not been within three years prior to his/her election to the Board of Directors, an affiliated person of the Company’s auditor or its affiliated persons.