Corporate Governance Code
As the Companies’ securities are admitted to trading and traded on the London Stock Exchange, the Company is required to disclose in its annual reports the information on compliance with the Corporate Governance Code of Kazakhstan, as well as the UK Corporate Governance Code.
The Code of Corporate Governance of the Company is adopted on the basis of the Corporate Governance Code of Kazakhstan, and is also consistent with the UK Code of Corporate Governance (except for some provisions).
The Code of Corporate Governance, among other things, sets out the principles of corporate governance and the procedures on activities of the Company's governing and management bodies.
The Corporate Governance Code of the Company is available on the Company’s website via the following link: The Corporate Governance Code
Code of Corporate Ethics
In accordance with the UK Bribery Act applicable to the Company, it is required to adopt adequate policies and procedures to prevent bribery and corruption. The Code of Corporate Ethics is the cornerstone element of these policies and procedures.
The Code of Corporate Ethics defines the corporate values of the Company, sets the rules and standards of conduct for employees and officers of the company in respect of combating corruption and avoiding conflicts of interest, ensuring transparency in operations of the Company, protection of assets and information of the Company.
The Code of Corporate Ethics the Company is available on the Company’s website via the following link: The Code of Corporate Ethics
Anti-Bribery and Anti-Corruption Policy
The purpose of adopting the Anti-Bribery and Anti-Corruption Policy is to develop within the Company and its associated persons the culture of combatting any form of corruption and promoting the principles of legality, honesty, integrity and transparency of the business, as well as to ensure strict compliance with the legislation of the Republic of Kazakhstan, the UK Bribery Act and International Best Practice on combating corruption.
The Anti-Bribery and Anti-Corruption Policy is one of the key elements of adequate anti-bribery and anti-corruption policies and procedures adopted by the Company to comply with the UK Bribery Act.
According to the Policy the Company takes a zero-tolerance approach to any form of corruption.
The Company will pay particular attention to any evidence of dubious reputation and tolerance to corrupt practices of any potential partners, contractors, intermediaries, agents and other Associated Parties in order to minimize the risk of the Company being involved in corrupt practices.
The Anti-Bribery and Anti-Corruption Policy prohibits Company’s Employees and Associated Parties to:
- offer, promise or give a bribe;
- request, agree to receive or accept a bribe;
- offer, promise or give a payment, unless otherwise provided by applicable law, gift or hospitality to a government official or an individual equated to them as well as a foreign government official to "facilitate" or expedite a routine procedure;
- offer, promise or give a payment to an agent if there is any suspicion that the payment will be used to "facilitate" or expedite a routine government procedure;
- offer, promise or give employment with the Company (even on a temporary basis) in exchange for a commercial benefit for the Company or a personal benefit;
- solicit or accept inflated or fictitious fees from any agent, intermediary or sub-contractor;
- give or receive lavish gifts or hospitality.
Anti-Corruption Standards
Under Article 10 of the Kazakh Bribery Act dated 18 November 2015, KazMunaiGas E&P has been designed Anti-Corruption Standards.The document is available on the Company’s website via the following link:Anti-Corruption Standards
Information Disclosure Policy
The Company adopted the Disclosure Policy in order to ensure compliance with the Rules of the National Bank of the Republic of Kazakhstan and the Disclosure and Transparency Rules in the Financial Conduct Authority Handbook (UK).
The Policy requires the Company to disclose information affecting the interests of shareholders and investors, including information on corporate events, financial statements, audit reports, affiliated persons list as well as information on annual remuneration of the Management Board.
Information Disclosure Policy requires the Company to disclose the inside information to all investors and shareholders with no delay.
Policy of Dealing in Securities
Listing Rules in the Financial Conduct Authority Handbook (UK) impose certain restrictions on dealing in the securities of the Company by persons performing managerial responsibilities in the Company, and require the Company to ensure the confidentiality of insider information.
The Policy on Dealing in Securities is adopted by the Company in order to comply with the requirements of the Listing Rules in the Financial Conduct Authority Handbook (UK). Failure to comply with the requirements of the Listing Rules in the Financial Conduct Authority Handbook (UK) and Policy on Dealing in Securities may result in criminal liability.
Information for the KazMunaiGas EP JSC Insiders
KazMunaiGas EP JSC («Company») hereby informs Company insiders of the Company’s internal documents adopted in compliance with the requirements of Kazakh Law “On the securities market” («Law»). In this section Company insiders can find information needed for timely and proper performance of their duties stipulated by the Law, which in turn, will ensure compliance with the lawful interests of the Company and its shareholders.
The information is available on the Company’s website via the following link: Information for the KazMunaiGas EP JSC Insiders
Whistleblowing Policy
The Company adopted the Whistleblowing Policy to provide employees and associated persons with the opportunity to express their concerns about non-compliance with applicable legislation, regulatory requirements and the Company’s compliance policies and procedures.
The Company’s employees and associated persons are encouraged to report their concerns on any non-compliance with applicable legislation, regulatory requirements and the Company compliance policies and procedures on a confidential or non-confidential basis by the following ways:
- by sending email to email address: report@seehearspeakup.co.uk;
- by leaving a message on the web-site: www.seehearspeakup.co.uk using login: KMGEP with the password: 56437.
Business Principles
This document sets out general business principles of KazMunaiGas Exploration Production to be adhered to by each employee and official in order to achieve corporate goals, and serves as the foundation of the corporate culture within the Company. The document is available on the Company’s website via the following link: Business Principles of KMGEP
The Charter
The Charter of KazMunaiGas Exploration Production defines its name, location, formation procedure and competence of its bodies, conditions of reorganization and discontinuation of its activities and other provisions that do not contradict the legislation of the Republic of Kazakhstan. The Charter is available on the Company’s website via the following link: The Charter of KazMunaiGas Exploration Production
Amendments to the Charter:
- Amendements to the Charter dated 09/12/2008
- Amendements to the Charter dated 24/09/2008
- Amendements to the Charter dated 25/05/2010
- Amendements to the Charter dated 16/08/2011
- Amendements to the Charter dated 06/11/2012
- Amendements to the Charter dated 25/02/2014
- Amendements to the Charter dated 24/05/2016
- Amendements to the Charter dated 13/12/2016
- Amendements to the Charter dated 11/07/2018
By-Laws of the Board of Directors
By-Laws for the Board of Directors of KazMunaiGas Exploration Production are to work out in detail the legal corporate procedures for activity of the Board of Directors, which is the key corporate management body in the Company. The document is available on the Company’s website via the following link: The By-Laws Of The Board Of Directors of KazMunaiGas Exploration Production
Set of independency criteria of the directors of the Board of Directors
Given the importance of the role of an Independent Non Executive Director (“INED”) in corporate governance of joint stock company KazMunaiGas Exploration Production and careful protection of the interests of all minority shareholders, the Nominations Committee hereby determines a set of criteria, which the Committee shall be using for the purpose of selecting and nominating the INED candidates to the board of directors of the Company. The document is available on the Company’s website via the following link: Set of independency criteria of the directors of the Board of Directors