«KazTransOil» JSC (hereinafter – KTO) regularly holds a comprehensive evaluation of the performance of the Board and its committees, as well as an individual evaluation of directors in line with the best international practices.
The Board of Directors was evaluated in 2017 by the independent external consultant – Consortium of «TopCompetence» LLC and «Olympex Advisers» LLP possessing a wealth of experience in evaluation of boards of directors of international public companies.
The evaluation included the analysis of the internal documents and minutes of the Board and its committees, Board reports, individual interviews of the independent consultants with the Board members on such issues as the Board role and functions, composition and structure of the Board and its committees, interaction with the KTO management, priorities of work of the Board and its committees.
The evaluation results let make the conclusion that the Board of Directors effectively fulfills its function in protecting rights and legitimate interests of its shareholders, strategy development, monitoring of activity of subsidiary and dependent companies, and effectively interacts with the KTO management.
The independent consultant marked an important role of the Board Chairman in ensuring a transparent and constructive work of the Board, active professional work of the Board’s committees, quality of work of the Corporate Secretary, who provides for an effective communication between the Board, the management and other KTO staff, as well as shareholders’ representatives.
The high quality of documents submitted for consideration of the Board and its committees was also marked. The extensive professional experience of the Board members secures a reasonable balance of interests and necessary competences in the Board. All the Board’s committees, each headed by an independent director, bring the sizeable contribution to make the Board performance more and more effective.
The evaluation results showed that the KTO Board and committees performance complies, in most aspects, with the recommendations of the best international and national corporate governance practices.
The recommendations were given for the further performance development and improvement. The evaluation results were considered at the in-praesentia Board meeting. As a result of the discussion, the decision was made to update an action plan on how to improve the performance of the Board and its committees.
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