Corporate Governance Principles and Structure

Kcell is a recognized leader in the telecommunications industry in Kazakhstan. As an innovative, reliable and customer-friendly company, we act responsibly and in accordance with a firm set of values and business principles. Kcell’s unique corporate culture is reflected in its Code of Corporate Governance, and combines a global standard of ethics and advanced foreign standards introduced by TeliaSonera and reflected in its Code of Ethics and Conduct with the highest national business standards.

Principles of Corporate Governance

Corporate governance at Kcell is based on the principles of fairness, honesty, responsibility, transparency, professionalism and expertise. Our Company's system of corporate governance requires respect and protection for the rights and interests of all stakeholders, increases Kcell’s efficiency and market value, and promotes financial stability and profitability.

Kcell corporate governance principles 
Protecting the rights and interests of shareholders The Company guarantees fair and equitable treatment of all shareholders and assists in effective participation of its shareholders in key decisions, and provides detailed information relevant to their interests.
Effective management of the Company by the Board of Directors and Chief Executive Officer The Board of Directors aims to increase the Company's market value and provide shareholders with a balanced and accurate assessment of progress and prospects. The Chief Executive Officer manages the Company'™s daily operations in accordance with the established business plan and development strategy.
Transparency and objectivity in disclosure of information on Company operations Information on the Company is disclosed so as to help potential investors to make resonable decisions about purchase of Company securities and participation in its share capital. Disclosure of information ensures maximum transparency of Company management.
Legality and ethics The Company operates in strict accordance with the law, the Code of Ethics and Conduct of the TeliaSonera Group, and generally accepted standards of business ethics.
Effective dividend policies The Company pays dividends in accordance with the law, the Charter and the relevant resolutions of the General Shareholders'™ Meeting. Net income is divided in accordance with the decision of the General Shareholders'™ Meeting on payment of dividends, taking into account the Company'™s development goals and the ratio of long-term net debt to EBITDA.
Effective human resources policies The Company guarantees its employees'™ rights under the law and the Code of Ethics and Conduct of the TeliaSonera Group, and develops partnership relations with staff to address social issues and regulation of working conditions.
Environmental protection The Company considers the need for environmental preservation in conducting its operations and complies with environmental safety standards established by the law and the Code of Ethics and Conduct of the TeliaSonera Group.
Settlement of corporate disputes In the event of a corporate dispute, the participants seek resolution of the conflict through negotiations, in order to effectively protect the rights of all shareholders and the reputation of the Company.

Corporate Governance Structure

Corporate Governance Structure

Improving Corporate Governance in 2012

  • Members to the first Board of Directors of Kcell were elected.
  • On August 27, 2012, Kcell was converted into a joint stock company in accordance with the decision of the General Members Meeting of “GSM Kazakhstan OJSC “Kazakhtelecom” LLP”.
  • On October 17, 2012, the first General Shareholders’ Meeting of Kcell elected the new members to the Board of Directors and approved the main internal Company documents, which regulate management and control bodies. The meeting also approved the Kcell Code of Corporate Governance.
  • On November 9, 2012, an extraordinary General Shareholders’ Meeting of Kcell elected the new members to the Board of Directors, which included two independent directors, one of them is a chairmen of the Board. The meeting also approved the Regulation on the Amount and Terms of Remuneration and Compensation of Expenses paid to the Board of Directors’ Members for the Fulfillment of their Duties.
  • Four committees of the Board of Directors were created and launched: the Internal Audit Committee, the Human Resources and Remuneration Committee, the Strategic Planning Committee, and the Social Issues Committee. Corresponding provisions for regulation of committee operations were approved.