“12. MANAGEMENT BOARD
12.1. Management Board is an executive body of the Company; it manages the day-to-day operation of the Company.
12.2. The Management Board has the right to make decisions on any matters of the Company’s activity, which are not related by the Law, other legislative acts of the Republic of Kazakhstan and the Articles of Association of the Company to the competence of any other bodies and officials of the Company on the basis of the Law, Articles of Association, and the Company bylaws.
12.3. The Management Board shall be obliged to execute decisions of the General meeting of shareholders and of the Board of Directors. The Company has the right to contest validity of any transaction made by its Management Board with violation of restrictions established by the Company, if it proves that they knew about such restrictions at the moment of such transaction.
12.4. The Board of Directors elects the Management Board and the Chairman of the Management Board. The Board of Directors determines number of members and personnel composition of the Management Board, and term of powers of members of the Management Board. Members of the Management Board may be shareholders and employees of the Company not being its shareholders.
12.5. Functions, rights and obligations of a member of the Management Board are determined by the legislation of the Republic of Kazakhstan, these Articles of Association, the Company bylaws, and by a labor contract concluded by the named person with the Company. The labor contract with the Chairman of the Management Board is signed on behalf of the Company by the Chairman of the Board of Directors or by any person authorized by the General meeting of shareholders or by the Board of Directors. The Chairman of the Management Board signs the labor contract with other members of the Company. The member of the Management Board has the right to work in other organizations subject to the approval of the Board of Directors. The Chairman of the Management Board of the Company has not the right to hold position of a head of the executive body or of an entity carrying out the functions of the executive body, other legal entity.
12.6. The meeting of the Management Board is convened on the initiative of one of the members of the Management Board. The Management Board’s meetings are held as and when necessary on days determined by the Management Board, but not less than once a quarter, under the chairmanship of the Chairman of the Management Board, and in case of his absence – any of his deputies. The Management Board’s meeting is executed by a minutes to be signed by all present members of the Management Board. The Management Board’s decisions are passed by a simple majority vote from total number of present members of the Management Board. In the event of a tie, the Chairman of the Management Board shall be entitled to a casting vote.
12.7. The Management Board’s activity is regulated in accordance with internal regulations of the Company.
12.8. The Chairman of the Management Board shall:
1) organize execution of decisions made by the General meeting of shareholders and the Board of Directors;
2) act without a power of attorney on behalf of the Company in relations with third parties;
3) issue powers of attorney to represent the Company in its relations with third parties;
4) issue orders of employment, transfer, and dismissal of the Company’s employees (except where the legislation of the Republic of Kazakhstan provides otherwise), apply measures for rewards and punishment, determine official salaries of the Company’s employees and personal allowance to salary according to a staff schedule of the Company, determine premiums of the Company’s employees, except for a Corporate Secretary and employees being members of the Management Board and Internal Audit Service;
5) in case of his absence, vest his obligations in one of the Deputies of the Chairman of the Management Board;
6) distribute obligations, competence, and liability between members of the Management Board;
7) determine and approve the Company bylaws (structure, goals, and functions of the Company’s subdivisions, job descriptions of employees, regulations on structural subdivisions of the Company, etc.), except those related by the legislation of the Republic of Kazakhstan and the Articles of Association to the competence of the General meeting of shareholders or the Board of Directors;
