Рус Каз Eng

Zhambyl region

Taraz
 

Corporate Secretary

Taskarayeva Gulshat Esenovna  

Work experience:  

Since 2011 – the head specialist of the legal department of JSC “NC “SEC “Taraz”  

Since March 12th 2012 – corporate secretary of JSC “NC “SEC “Taraz”  

Corporative Secretary is an employee of the company who is not on the Board of Directors or on the Management Board. She is appointed by the Board of Directors and is accountable to it. In the ordinary course of her activities, if needed, she carries out administrative and paper work for the decision formulation by the sole shareholder of the company, ensures preparation and conduct of meetings of the Board of Directors, prepares the materials to be on the agenda of meetings of the Board of Directors, controls and ensures the access to decisions taken by the sole shareholder of the company, as well as materials related to them.   

Duties of Corporate Secretary are specified in Statute “About Corporate Secretary”.  

Principal Duties of Corporate Secretary  

· Carrying out measures and paper work for the decision formulation by the sole shareholder, preparation and conduct of meetings of the Board of Directors;   

· Supporting effective work of channels of information interchange between the departments of the company;  

· Assistance in information disclosure to the sole shareholder of the company, safekeeping of documents of the company, related to work of the Corporate Secretary, assessment by the company of the sole shareholder’s applications and arrangement of conflicts related to infringement of rights of the sole shareholder.  

Duties of Corporate Secretary  

· The corporate secretary, in accordance with the requirements of legislation, the company charter and other internal documents of the company, ensures the preparation and conduct of meetings of the Board of Directors.   

· The corporate secretary provides organization and record taking support of the Board of Directors while they are fulfilling their duties.  

· The corporate secretary prepares reports for the Board of Directors on the conditions of corporate management of the company, the company’s compliance with legislation of the Republic of Kazakhstan concerning corporate management sphere, the company Charter, Code on Corporate Governance and other internal documents of the company with propositions of decisions aimed at improving the practices of corporate governance within the company. 

· When necessary, the corporate secretary ensures service of voting bulletins, collects completed bulletins, written opinions of those members of the Board of Directors who haven’t attended a meeting and hands them over to the chairman of the Board of Directors.  

The corporate secretary:  

· Carries out duties of a secretary of the Board of Directors, established by legislation;  

· Prepares provisional agenda of meetings of the Board of Directors with propositions on form of meeting holding and gives it to the Chairman of the Board of Directors;  

· Thoroughly prepares the materials to be on the agenda of meetings of the Board of Directors, including following procedures in preparation of materials, organization of initial discussions with officials, Internal Audit Service, heads and ordinary workers of the departments of the company;   

· Hands the decisions taken by the Board of directors to the members of the Board of Directors, as well as records of the Board of Directors when requested;  

· Timely serves the members of the Board of Directors notifications on meetings to be held and their agenda, as well as all the related materials, and notifies the invited persons about the meeting;  

· Assists the members of the Board of Directors when they are fulfilling their duties;  

· Clarifies to newly elected members of the Board of Directors the current rules regulating the work of the Board of Directors and other departments of the company;  

· Provides full clarification concerning legislation requirements, the company’s Charter and other internal documents of the company related to procedures to follow when preparing and holding meetings of the Board of Directors, disclosing and providing information about the company and its organizational structure;  

· Introduces to internal documents of the company, decisions taken by the sole shareholder of the company, records and resolutions of meetings of the Board of Directors;  

· Provides any information that is of importance for a proper fulfillment of duties by the members of the Board of Directors;  

The corporate secretary provides disclosure and delivery of information about the company and preserves and maintains documents related to the activity of the company. Specifically, the corporate secretary:   

· Ensures compliance with the requirements, imposed by legislation of the Republic of Kazakhstan, the Company Charter and other internal documents of the company, for holding procedures and disclosure (provision) of the information about the company and its activity;  

· Controls a timely disclosure and provision of the information in accordance with the procedures set forth and current legislation of the Republic of Kazakhstan and the Company Charter;  

· Provides timely access to documents of the company that must be preserved and that are related to the company’s activity, as well as their copies. Copies of documents, as well as extracts from the records of meetings of the Board of Directors must be authenticated by the secretary’s own signature;  

· Provides timely access to the information, which affects their interests, to the sole shareholder of the company in accordance with legislation of Kazakhstan, decisions taken by the sole shareholder of the company, the Company Charter and other internal documents of the company;     

· Provides a timely documents transfer that she holds while performing her duties to the archive of the company.  

The corporate secretary informs the Chairman of the Board of Directors about all the potential and real conflicts of interests between the sole shareholder, the members of the Board of Directors and the Management Board of the company, and acts as a mediator in the arrangement of a conflict of interests between the members of the Board of Directors.   

The corporate secretary controls the enforcement of decisions and resolutions made by the sole shareholder and the Board of Directors of the company.  

When the corporate secretary performs her duties, administrative authorities and officials of the company, as well as heads and workers of the departments of the company assist and support  the corporate secretary by giving financial and technical support in her activity and provide the requested information.    


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