Remuneration of Members of the Board of Directors

The procedure and terms of payment of remuneration and reimbursement of expenses to the members of the Board of Directors are established by the Rules of formation of the Boards of Directors / Supervisory Boards of the companies of «NC «KazMunayGas» JSC.

The amount and terms of remuneration to representatives of a major shareholder «NC «KazMunayGas» JSC shall be determined based on the resolution of the authorized body of «NC «KazMunayGas» JSC. At the same time, employees of «NC «KazMunayGas» JSC, whose functional duties include representing the interests of «NC «KazMunayGas» JSC in the Boards of Directors of the companies of «NC «KazMunayGas» JSC, are not paid remuneration for membership in the Board of Directors. In addition, the Head of the executive body of «KazTransOil» JSC who is a member of the Board of Directors does not receive remuneration for his/her work in this body.

The following remunerations are paid to the members of the Board of Directors on the basis of contracts concluded with them: 

• fixed remuneration in the amount of 24,000,000 (twenty-four million) tenge per year;
• additional remuneration for participation in in-person meetings of the committees under the Board of Directors in the amount of 240,000 (two hundred forty thousand) tenge.

«KazTransOil» JSC reimburses members of the Board of Directors for expenses (travel, accommodation, per diem) associated with travel to meetings of the Board of Directors, Committees of the Board of Directors and meetings initiated by the Chair of the Board of Directors and/or the Chair of the Management Board of «NC «KazMunayGas» JSC held outside the place of permanent residence of a member of the Board of Directors.

«KazTransOil» JSC does not make other payments to the members of the Board of Directors, not provided for by the contracts concluded with them and the above Rules.

Remuneration is paid to independent directors if the following conditions are met:

• Conscientious fulfillment of the powers of a member of the Board of Directors, using the methods that best reflect the interests of «KazTransOil» JSC;
• Decision-making in accordance with the legislation of the Republic of Kazakhstan and the Charter of «KazTransOil» JSC;
• Participation in in-person meetings, except for temporary disability and participation in all absentee meetings of the Board of Directors of «KazTransOil» JSC.