Board of Directors

The Board of Directors ensures general management of Company activities. Members to the Board of Directors are elected by the General Shareholders’ Meeting, which also decides on the term of office of such members. The current members of the Board of Directors are elected for the term until the next Meeting of Shareholders, the agenda of which will include the issue of re-election of the Board of Directors.

Besides formulating strategies and approving plans for the Company's development, the Board of Directors is responsible for taking decisions on establishing Kcell branches and representative offices, on acquisition or disposal by the Company of 10% or more of third party shares, on the conclusion of major transactions and transactions with related parties, and for approval of annual budgets, as well as on other issues that belong to the exclusive competence of the Board of Directors according to the Company’s Charter and the Joint-Stock Companies Act of the Republic of Kazakhstan.

Membership of the Board of Directors

Membership of the Board of Directors, elected by an Extraordinary General Meeting of Kcell Shareholders on November 9, 2012.

Jan Erik Rudberg, Year of birth 1945

Chairman of the Board of Directors at Kcell, Independent Director 1 , and a member of the Board of Directors since October 17, 2012.

Chairman of the Board of Directors of Hogia AB.

Member of the Board of Directors of OJSC Megafon (IndependentDirector) and Chairman of the Audit Committee.

From 1994 to 2003 he held a variety of top executive positions at Telia AB.

Previously he was the CEO of Tele2, Executive Vice President at Nordbanken AB and CEO of Enator AB.

Graduated in 1969 from the Gothenburg School of Business Administration and Economics.

Veysel Aral, Year of birth 1968

Chief Executive Officer at Kcell and member of the Board of Directors since November 9, 2012.

Vice President and Regional Head of Central Asia within TeliaSonera since 2011. Currently works in Kazakhstan.

Member of the supervisory committee for Central Asian Telecommunications Development B.V.

Chairman of the Board of Directors at TeliaSonera Uzbek Telecom Holding B.V.

Graduated in Physics engineering from the Middle East Technical University (Turkey).

From 1989 to 1992, held a position as a Telecommunications Engineer at Turkish State Railways.

From 1992 to 2001, held various managerial positions at Ericsson Telekomünikasyon A.Ş. and was involved heading telecommunication projects in Turkey, Iran and Pakistan.

From 2001 to 2006, served as Regional Manager (Azerbaijan, Georgia and Turkmenistan), Vice President and Customer Relations Manager with Fintur at Ericsson AB.

2007 - Vice President and Key Customer Relations Manager at Ericsson Telekomünikasyon A.Ş.

Berndt Kenneth Karlberg, Year of birth 1954

Member of the Board of Directors at Kcell since November 9, 2012.

Member of the Board of Directors and Managing Director at Karnet AB, member of the Board of Directors at Relacom AB and Relacom International Holding AB, Chairman of the Board of Directors at MobiU AB and Billboo Added Dimension AB. Currently works in Sweden.

Graduated from the Military Academy in 1976 and was appointed as an officer in the Swedish army. In 1987, took a training course in the same institution and returned to the army as a senior officer.

From 1998 to 2002, held the position of Managing Director of Telia Mobile at Telia AB.

From 2003 to 2004, held the position of Managing Director of TeliaSonera.

From 2004 to 2006, held the position of Regional Head of Denmark, Norway, the Baltic States and Spain at TeliaSonera.

From 2006 to 2010, held the position of Head of Mobile Services at TeliaSonera.

Tolga Kokturk, Year of birth 1977

Member of the Board of Directors at Kcell since August 27, 2012.

Chief Financial Officer for Eurasia at TeliaSonera since 2011. Currently works in Turkey.

Member of the Board of Directors at TeliaSonera Uzbek Telecom Holding B.V., Azertel Telekomünikasyon Yatirim ve Diş Ticaret A.S., Azercell Telekom MMC, and Geocell LLC, and a member of the Supervisory Board of Central Asian Telecommunications Development B.V.

Graduated in economics from Koç University (Istanbul, Turkey).

From 2006 to 2011, held the position of Financial Director at Kcell.

From 2004 to 2006, held the position of Chief Financial Officer of the mobile operator Azercell Telecom JV, founded in Azerbaijan with participation of TeliaSonera.

Bert Åke Stefan Nordberg, Year of birth 1956

Chairman of the Board of Directors of Sony Mobile Communications AB, Independent Director, and Member of the Board of Directors at Kcell since November 9, 2012. Currently works in Sweden.

Graduated in electronic engineering from Malmo Technical High School (Malmö Tekniska Läroverk, Sweden) and studied engineering at a naval base in Sweden (Berg, Sweden).

From 2009 to 2012, held the positions of Member of the Board, President and Chief Executive Officer of Sony Ericsson Mobile Communications AB.

From 2004 to 2009, held the position of Executive Vice President at LM Ericsson AB.

Mats Göran Salomonsson, Year of birth 1950

Member of the Board of Directors at Kcell since August 27, 2012

Since 2011, held positions as Vice-President of Market and Business Development for Eurasia at TeliaSonera, Chairman of the Board of Directors and Member of Audit and Remuneration Committee at AS Eesti Telekom, and member of the Board of Directors of TeliaSonera Försärkring AB, TeliaSonera, UTA Holding BV, TeliaSonera Asia Holding BV, Airbell Services Ltd, and Nepal Satellite Telecom Pvt Ltd. Currently works in Sweden.

Graduated with an MBA from the Stockholm School of Economics (Sweden).

From 1996 to 2001, held the position of Financial Officer and Managing Director at Telia Nära AB.

From 2001 to 2002, worked for Telia Mobile AB.

From 2003 to 2007, held the position of Chief Financial Officer at TeliaSonera (Norway, Denmark and Baltic States Division).

From 2007 to 2009, held the position of Chief Financial Officer at TeliaSonera (mobile services segment).

From 2010 to 2011, held the position of Chief Financial Officer at TeliaSonera (Eurasia business segment). Previously, Mr. Salomonsson held several managerial positions at AGA AB, working in Sweden, and at ABB AB, working in Sweden, Italy and the U.S., as well as at Lagan Press AB (Sweden) and SAAB Automobile AB (Sweden).


During 2012, no members of the Board of Directors held shares of Kcell.

Membership of the Board of Directors of Kcell , elected by the General Shareholders’ Meeting on October 17, 2012, valid until November 9, 2012:

  • Mats Göran Salomonsson
  • Tolga Kokturk
  • Jan Erik Rudberg, independent director
  • Membership of the Board of Directors of Kcell, elected by the resolution passed by the general meeting of members of “GSM Kazakhstan OJSC “Kazakhtelecom” LLP” on August 27, 2012, within the course of Company reorganization into a joint-stock company, valid until October 17, 2012:

  • Mats Göran Salomonsson
  • Tolga Kokturk
  • Mohamed Amersi, independent director
  • Committees of the Board of Directors

    According to the Law on Joint Stock Companies of the Republic of Kazakhstan, the following committees should be established in the Company to consider important issues and prepare recommendations for the Board of Directors: a Strategic Planning Committee, a Human Resources and Remuneration Committee, an Internal Audit Committee, and a Committee on Social Issues. The chairmen should be independent directors. The law grants the Board of Directors the right to create other committees at its discretion. The law also indicates that committees shall consist of members of the Board of Directors and experts with the necessary expertise to serve on the given committee. All committees have been created at Kcell as per the legislative requirements. All committees are advisory bodies of the Board of Directors.

      Strategic Planning Committee Human Resources and Remuneration Committee Internal Audit Committee Committee on Social Issues
    Committee membership Bert Åke Stefan Nordberg, Chairman, Independent Director Berndt Kenneth Karlberg Mats Göran Salomonsson Bert Åke Stefan Nordberg, Chairman, Independent Director Tolga Kokturk Mats Göran Salomonsson Jan Erik Rudberg, Chairman, Independent Director Kenneth Berndt Karlberg Tolga Kokturk Jan Erik Rudberg, Chairman, Independent Director Tolga Kokturk, Member Mats Göran Salomonsson
    Committee Role The Committee on Strategic Planning makes recommendations to the Board of Directors on the Company'™s strategic development. The Human Resources and Remuneration  Committee makes recommendations to the Company'™s Board of Directors on qualification requirements for employees, appointment and dismissal of some employees, bonuses and salary for management bodies, and internal documents evaluating staff fitness, training and motivation of employees. The Audit Committee makes recommendations to the Company'™s Board of Directors on financial statements, internal controls and risk management, and internal and external audits. The Committee on Social Issues makes recommendations to the Company'™s Board of Directors on internal documentation regarding social responsibility, Company participation in social projects, and resolution of internal team conflicts.

    Activity Report on the Board of Directors

    The first Board of Directors of Kcell was created on August 27, 2012 after the Company had been reorganized into a joint-stock company. From that moment and until the end of 2012, the Board of Directors held 6 meetings. Major resolutions passed by the Board of Directors during this period, include:

    • September – the Board approved the execution of a major transaction by Kcell JSC, which comprised several interconnected deals in connection with the Company’s borrowing of a syndicated loan from banks in the amount of KZT 45 billion.
    • October – the Board passed a number of resolutions, connected with Kcell’s IPO: resolution on the inclusion of the Kcell JSC ordinary shares to the first highest category of the KASE official list; approval of the calendar of corporate events; conclusion of a depositary agreement with Deutsche Bank Trust Company Americas.
    • October – the Board elected the Company’s executive body: the Board unanimously renewed the term of Veysel Aral’s office as Chief Executive Officer, who have been fulfilling this duty at Kcell since 2007.
    • December – the Board approved the Investment Memorandum (GDR issue prospectus) in order to enter LSE and KASE, international and local agreements with underwriters and Resolutions of the Board of Directors’ Committees.

    Remuneration of Board Members

    In accordance with the Kcell 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, remuneration is paid to independent directors, as well as to the directors, who are not employed at TeliaSonera. The amount of remuneration paid to the Board of Directors is comprised of two parts: a fixed annual remuneration, which depends on the attendance of the meetings by the Board members, and an auxiliary annual remuneration for the participation in the Board of Directors’ committees. The Regulation also provides for the compensation of expenses incurred by the Board of Directors when fulfilling their job duties

    An extraordinary General Shareholders’ Meeting held on November 9, 2012, approved the following remuneration amount for independent directors and directors, who are not employed at TeliaSonera:

    • fixed annual remuneration in the amount of USD 75,000 (before tax);
    • auxiliary annual remuneration for chairing the Company Board of Directors in the amount of USD 25,000 (before tax), for participating in the Audit Committee in the amount of USD 15,000 (before tax) and for participating in any other committee of the Board of Directors in the amount of USD 6,000.

    In 2012, the remuneration was not paid, and the Board of Directors’ performance was not evaluated, because according to the terms and conditions for the payment of remuneration as per 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 approved by resolution of the Kcell General Shareholders’ Meeting dd. November 9, 2012, 50% of the fixed annual remuneration is paid six months after the corresponding director took office. The remaining part of the fixed annual remuneration is paid one year after the corresponding director took office.

    1 Members of the Board of Directors regarded as Independent Directors according to the law of Kazakhstan, subject to the provisions of clause B.1.1. of the Code of Corporate Governance of Great Britain.