annual repOrT Of The bOard
15. Composition of the Management Board as of December 31,
Name Position
Kairgeldy Kabyldin General Director (Chairman of the Management Board) Sisengali Utegaliyev Deputy General Director for Production Aziz Ileuov Deputy General Director for Economy and Finance Bolat Otarov Deputy General Director for Transportation Ruslan Mestoyev Deputy General Director for Business Support Bulat Zakirov Deputy General Director for Development Zhaidarman Isakov Director of Legal Department
115
114
an independent evaluation of the effectiveness of risk •
management and internal controls system.
13. report of the Management Board of
the Company for 2012
The management of current activity of the Company is carried out by a collegial executive body represented by the Management Board.
The basic principles of activity of the Management Board are honesty, scrupulosity, rationality, prudence, regularity, as well as full observance of rights and interests of the shareholders of the Company and accountability to the decisions of the General Meeting of Shareholders and the Board of Directors. The Management Board carries out its functions on the basis of the Charter of the Company, Regulation on the Management Board and other internal documents of the Company.
The Management Board is entitled to take decisions on any issues regarding the operating of the Company, not attributed to the exceptional competence of the General Meeting of Shareholders and the Board of Directors of the Company by the legislation of the Republic of Kazakhstan and the Charter. The Management Board of the Company is headed by the General Director (Chairman of the Management Board). Powers allocation between the Management Board and General Director (Chairman of the Management Board) of the
Company is specified in Article 12 of the Charter and Article 4 of the Regulation on Management Board of the Company.
14. responsibility of the Management
Board
The Management Board shall be responsible for disclosure of information and media coverage of the Company operation in line with provisions of the legislation of the Republic of Kazakhstan and shall ensure protection and safety of the internal (official) information.
The Management Board is responsible for allocation of financial and human resources to achieve goals, set by the General Meeting of Shareholders and the Board of Directors. The Management Board shall be accountable to the Board of Directors for the activities conducted for implementation of the Company goals.
In 2012 the composition of the Management Board of KTO included the General Director, Deputy General Directors, and other key officials of the Company.
Due to expiration on 22 May 2012 of term of powers of the Management Board of the Company on 22 May 2012 (minutes of the meeting #5/2012) starting from 23 May 2012 the Board of Directors determined quantitative composition of the Management Board of as seven people with term of powers three years. In line with the same resolution new composition of the Management Board of the Company was elected.
16. Information on meetings of the
Management Board
The Management Board holds its meeting on the regular basis and when the need arises.
In 2012 41 meetings of the Management Board of the Company were held, where 258 items were considered. In the reporting period the Management Board of the Company held a range of activities, related to implementation of “People’s IPO” program.
The Management Board confirmed the following internal documents for the purposes of organization of Company’s activities:
Rules on development and update of development •
strategy;
Regulation on Commission for assets restructure; •
Regulation on Information Council; •
Regulation on Technical Council; •
Regulation on Budget commission; •
Rules on development of technological regulations of safe •
operation of main oil pipelines and waterlines; Concept of development of IT for 2013-2017; •
Regulation on operating control over observance of •
provisions of industrial safety on hazardous facilities; Rules on forming and implementation of fund of innovative •
activity;
Methodology of calculation of economic efficiency of •
innovation and technological projects; Procedure;
•
Standards of organization, documentation in integrated •
management system area.
Also in 2012 the Management Board took decisions on rendering by the Company of sponsorship (charity) aid and conclusion by the Company of interested-party transactions with the companies of the group of JSC “Samruk-Kazyna”.
In the reporting period in line with provisions of the Company Charter the Management Board provisionally approved the issues submitted consequently for consideration of the Company bodies; among them the following was approved: decisions on issues of activity referred to the competence of the General Meeting of Shareholders (Participants) of subsidiary and jointly-controlled organizations, ten and over per cent of shares (participation shares in the chartered capital) of which belong to the Company; draft documents of the Company on risk management aimed at ensuring observance and analysis of efficiency, as well as improvement of such procedures; the issues on conclusion by the Company of interested-party transactions in lien with Law of the Republic of Kazakhstan “On Joint Stock Companies”; annual financial statements and consolidated financial statements of the Company for 2011, proposals of the Board of Directors to the Sole Shareholder on procedure of distribution of net profit of the Company for 2011 and size of dividend for 2011 in calculation per one ordinary share of the Company; draft Annual report of the Company for 2011, semi-annual reports on management of subsidiary and jointly controlled organizations, on impact of results of financial and economic activity of subsidiary and jointly controlled organizations on the Company performance indicators; annual report on implementation of the Company business-plan; draft business- plans of the Company for 2013-2017 on revaluated and historical costs of fixed assets, new edition of the Company Charter, Corporate Governance Code of the Company, Dividend Policy of the Company, Procedure of Distribution of net profit of the Company, new edition of Methods of determination of price of shares at their repurchase by “KazTransOil” JSC on informal securities market, Development Strategy of “KazTransOil” JSC for 2012-2022, Information disclosure rules in the Company, Instruction on ensuring protection of office and commercial secret in the Company, Terms of Reference of the Management Board of the Company.
All meetings of the Management Board of the Company were held in formal in the reporting period.
15. Composition of the Management Board as of December 31, 2012
Name Position
Kairgeldy Kabyldin General Director (Chairman of the Management Board) Sisengali Utegaliyev Deputy General Director for Production Aziz Ileuov Deputy General Director for Economy and Finance Bolat Otarov Deputy General Director for Transportation Ruslan Mestoyev Deputy General Director for Business Support Bulat Zakirov Deputy General Director for Development Zhaidarman Isakov Director of Legal Department
115
114
№ Organization and transaction Resolution of “KazTransOil” JSC body
«Kazakhoil-Aktobe» LLP
1.
agreement on provision of services on water supply to HOPS “Alibekmola” of Aktobe oil pipeline department of Western branch of “KazTransOil” JSC via “Kumzhargan-Munaishi rotation village”
Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 16 February 2012 (minutes №1/2012) 2.
additional agreement №1 agreement on provision of services on water supply via “Kumzhargan-Munaishi rotation village” dated 30 December 2010 №90ТЕМ1Ук10/WDW 587/2010
Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 16 February 2012 (minutes №1/2012) 3. agreement on procurement of oil for boiler houses of Aktobe oil pipeline department of Western branch of “KazTransOil” JSC Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 18
April 2012 (minutes №3/2012) 4. freight-forwarding agreement
Resolution of the Board of Directors of “KazTransOil” JSC dated 13 December 2012 (minutes №16/2012)
«Mangistaumunaigas» JSC
5.
agreement on provision of services on water supply for the needs of HOPS “Kalamkas” and OPS “Karazhanbas” of Mangistau oil pipeline department of Western branch of
“KazTransOil” JSC Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 16 February 2012 (minutes №1/2012) 6. agreement on delivery and acceptance of natural gas for production needs of OPS “Karaz-hanbas” of Mangistau oil pipeline department of Western branch of “KazTransOil” JSC
7. agreement on delivery (consumption) of heating energy in hot water for HOPS “Kalam-kas” of Mangistau oil pipeline department of Western branch of “KazTransOil” JSC 8. freight-forwarding agreement
Resolution of the Board of Directors of “KazTransOil” JSC dated 13 December 2012 (minutes №16/2012)
«Tengizchevroil» LLP
9. agreement on sale and purchase (dry gas at FCS terms) Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 16 February 2012 (minutes №1/2012) 10. amendment №1 к to freight forwarding agreement dated 9 September 2012 №ЕХ 06/2012
Resolution of the Board of Directors of “KazTransOil” JSC dated 13 December 2012 (minutes №16/2012)
«PetroKazakhstan Oil Products» LLP
11. agreement on delivery of oil and wastewater receiving on PSP of Shymkent oil pipeline department of Eastern branch of “KazTransOil” JSC Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 16 February 2012 (minutes №1/2012)
№ Organization and transaction Resolution of “KazTransOil” JSC body
«CNPC-Aktobemunaygas» JSC
12. agreement on gratuitous performance of works on upgrade of oil metering unit at LPDS “Kenkiyak”of Aktobe oil pipeline department of Western branch of “KazTransOil” JSC Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 16 February 2012 (minutes №1/2012) 13. agreement on provision of services of water supply to hostel of Aktobe oil pipeline department of Western branch of “KazTransOil” JSC in Zhanazhol rotation village
14. agreement on termination of freight-forwarding agreement dated 28 October 2010 №ЕХ 18/2011 Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 22 June 2012 (№7/2012)
15. freight-forwarding agreement
16. additional agreement №1 to freight-forwarding agreement dated 9 July 2012 № ЕХ 35/2012
Resolution of the Board of Directors of “KazTransOil” JSC dated 13 December 2012 (minutes №16/2012)
«Subsidiary insurance company of Halyk bank of Kazakhstan «Halyk-Kazakhinstrakh» JSC
17. agreement on voluntary insurance of property Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 16 February 2012 (minutes №1/2012) 18. agreement on compulsory insurance of civil liability of owners of facilities activity of which is hazardous to the third-parties
19. agreement on voluntary health insurance for cases of illnesses of employees of “KazTransOil” JSC (Central office and CCCU branch)
Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 16 March 2012 (minutes №2/2012) 20. agreement on voluntary health insurance for cases of illnesses of employees of Western branch of “KazTransOil” JSC
21. agreement on voluntary health insurance for cases of illnesses of employees of Eastern branch of “KazTransOil” JSC 22. agreement on voluntary health insurance for cases of illnesses of employees of “KazTransOil” JSC (STC of “KazTransOil” JSC)
«Subsidiary company of Halyk bank of Kazakhstan on life insurance «Halyk-Life» JSC
23. agreement on compulsory insurance of employee from accidents during performance of labor duties Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 16 March 2012 (minutes №2/2012) 24. agreement on compulsory insurance of employee from accidents during performance of labor duties Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 22
May 2012 (minutes №5/2012) 25. agreement on compulsory insurance of employee from accidents during performance of labor duties Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 30
May 2012 (minutes №6/2012)
«Halyk Savings Bank of Kazakhstan» JSC
26. agreement on issuance and serving of corporate bank card Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 18 April 2012 (minutes №3/2012)
lisT OF
inTeresTed-parTy
TransaCTiOns
COnCluded by “KazTransOil” JsC in 2012
117
116
№ Organization and transaction Resolution of “KazTransOil” JSC body
«Kazakhoil-Aktobe» LLP
1.
agreement on provision of services on water supply to HOPS “Alibekmola” of Aktobe oil pipeline department of Western branch of “KazTransOil” JSC via “Kumzhargan-Munaishi rotation village”
Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 16 February 2012 (minutes №1/2012) 2.
additional agreement №1 agreement on provision of services on water supply via “Kumzhargan-Munaishi rotation village” dated 30 December 2010 №90ТЕМ1Ук10/WDW 587/2010
Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 16 February 2012 (minutes №1/2012) 3. agreement on procurement of oil for boiler houses of Aktobe oil pipeline department of Western branch of “KazTransOil” JSC Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 18
April 2012 (minutes №3/2012) 4. freight-forwarding agreement
Resolution of the Board of Directors of “KazTransOil” JSC dated 13 December 2012 (minutes №16/2012)
«Mangistaumunaigas» JSC
5.
agreement on provision of services on water supply for the needs of HOPS “Kalamkas” and OPS “Karazhanbas” of Mangistau oil pipeline department of Western branch of
“KazTransOil” JSC Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 16 February 2012 (minutes №1/2012) 6. agreement on delivery and acceptance of natural gas for production needs of OPS “Karaz-hanbas” of Mangistau oil pipeline department of Western branch of “KazTransOil” JSC
7. agreement on delivery (consumption) of heating energy in hot water for HOPS “Kalam-kas” of Mangistau oil pipeline department of Western branch of “KazTransOil” JSC 8. freight-forwarding agreement
Resolution of the Board of Directors of “KazTransOil” JSC dated 13 December 2012 (minutes №16/2012)
«Tengizchevroil» LLP
9. agreement on sale and purchase (dry gas at FCS terms) Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 16 February 2012 (minutes №1/2012) 10. amendment №1 к to freight forwarding agreement dated 9 September 2012 №ЕХ 06/2012
Resolution of the Board of Directors of “KazTransOil” JSC dated 13 December 2012 (minutes №16/2012)
«PetroKazakhstan Oil Products» LLP
11. agreement on delivery of oil and wastewater receiving on PSP of Shymkent oil pipeline department of Eastern branch of “KazTransOil” JSC Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 16 February 2012 (minutes №1/2012)
№ Organization and transaction Resolution of “KazTransOil” JSC body
«CNPC-Aktobemunaygas» JSC
12. agreement on gratuitous performance of works on upgrade of oil metering unit at LPDS “Kenkiyak”of Aktobe oil pipeline department of Western branch of “KazTransOil” JSC Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 16 February 2012 (minutes №1/2012) 13. agreement on provision of services of water supply to hostel of Aktobe oil pipeline department of Western branch of “KazTransOil” JSC in Zhanazhol rotation village
14. agreement on termination of freight-forwarding agreement dated 28 October 2010 №ЕХ 18/2011 Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 22 June 2012 (№7/2012)
15. freight-forwarding agreement
16. additional agreement №1 to freight-forwarding agreement dated 9 July 2012 № ЕХ 35/2012
Resolution of the Board of Directors of “KazTransOil” JSC dated 13 December 2012 (minutes №16/2012)
«Subsidiary insurance company of Halyk bank of Kazakhstan «Halyk-Kazakhinstrakh» JSC
17. agreement on voluntary insurance of property Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 16 February 2012 (minutes №1/2012) 18. agreement on compulsory insurance of civil liability of owners of facilities activity of which is hazardous to the third-parties
19. agreement on voluntary health insurance for cases of illnesses of employees of “KazTransOil” JSC (Central office and CCCU branch)
Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 16 March 2012 (minutes №2/2012) 20. agreement on voluntary health insurance for cases of illnesses of employees of Western branch of “KazTransOil” JSC
21. agreement on voluntary health insurance for cases of illnesses of employees of Eastern branch of “KazTransOil” JSC 22. agreement on voluntary health insurance for cases of illnesses of employees of “KazTransOil” JSC (STC of “KazTransOil” JSC)
«Subsidiary company of Halyk bank of Kazakhstan on life insurance «Halyk-Life» JSC
23. agreement on compulsory insurance of employee from accidents during performance of labor duties Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 16 March 2012 (minutes №2/2012) 24. agreement on compulsory insurance of employee from accidents during performance of labor duties Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 22
May 2012 (minutes №5/2012) 25. agreement on compulsory insurance of employee from accidents during performance of labor duties Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 30
May 2012 (minutes №6/2012)
«Halyk Savings Bank of Kazakhstan» JSC
26. agreement on issuance and serving of corporate bank card Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 18 April 2012 (minutes №3/2012)
lisT OF
inTeresTed-parTy
TransaCTiOns
COnCluded by “KazTransOil” JsC in 2012
117
116
№ Organization and transaction Resolution of “KazTransOil” JSC body
«Bioengineering» LLP
27. agreement on provision of services on liquidation of consequences of accidental pollu-tion of environment on 1501,7 km of “Pavlodar – Shymkent” MOP
Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 22 May 2012 (minutes №5/2012) 28.
agreement on procurement of services on liquidation of consequences of accidental pollution of environment on resulted in by illegal tapping on 1319,15 km of “Pavlodar – Shymkent” MOP
Resolution of the Board of Directors of “KazTransOil” JSC dated 13 December 2012 (minutes №16/2012)
«Kazakhstan – China Pipeline» LLP
29. agreement on operation and technical maintenance of Atasu-Alashankou pipeline
Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 22 May 2012 (minutes №5/2012) 30. agreement on operation and technical maintenance of Kenkiyak-Kumkol pipeline Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 22
May 2012 (minutes №5/2012)
«TenizService» LLP
31.
contractual agreement on performance of works on automated cleaning (with minimal human resources participation) of VST – 20 000 m3 №18 of HOPS «Aktau» of Western branch of “KazTransOil” JSC from sediments, with further transportation and utilization (processing)
Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 22 May 2012 (minutes №5/2012) 32. additional agreement №1 to contractual agreement dated 24 May 2012 № МТ 385/2012 Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 10
September 33. additional agreement №2 to contractual agreement dated 24 May 2012 № МТ 385/2012
Resolution of absentee meeting of Board of Directors of “KazTran- sOil” JSC dated 24 October 2012 (№14/2012)
«KAMAZ-Engineering» JSC
34. agreement on supply of dump cars for the needs of Western branch of “KazTran-sOil” JSC
Resolution of absentee meeting of Board of Directors of “KazTran- sOil” JSC dated 24 October 2012 (№14/2012)
«Karachaganak Petroleum Operating BV»
35. additional agreement №1 to freight-forwarding agreement dated 24 December 2011 № ЕХ 30/2012
Resolution of the Board of Directors of “KazTransOil” JSC dated 13 December 2012 (minutes №16/2012)
«Karazhanbas munay» JSC
36. freight-forwarding agreement
Resolution of the Board of Directors of “KazTransOil” JSC dated 13 December 2012 (minutes №16/2012)
№ Organization and transaction Resolution of “KazTransOil” JSC body
«Kazkommerts Securities» (subsidiary of “Kazkommertsbank” JSC)
37.
Additional agreement №1 to agreement on procurement of advisory financial services on shares offering of “KazTransOil” JSC at Kazakhstan stock exchange of “KazTransOil” JSC dated 30 November 2011 №US679/2011
Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 18 April 2012 (minutes №3/2012) 38. agreement on market-maker services on securities of “KazTransOil” JSC
Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 10 September 2012 (minutes №12/2012)
39.
additional agreement №2 to agreement on procurement of advisory financial services on shares offering of “KazTransOil” JSC at Kazakhstan stock exchange of “KazTransOil” JSC dated 30 November 2011 №US679/2011
Resolution of the Board of Directors of “KazTransOil” JSC dated 15 November 2012 (minutes №15/2012)
40. agreement on provision of brokerage services and nominal holding services 41. agreement on market-maker services on securities of “KazTransOil” JSC
Resolution of the Board of Directors of “KazTransOil” JSC dated 13 December 2012 (minutes №16/2012)
«Corporate University «Samruk-Kazyna» Private Entity
42. agreement on procurement of services on training, re-training and upgrade of employ-ees of “KazTransOil” JSC Resolution of the Board of Direc-tors of “KazTransOil” JSC dated 16 March 2012 (minutes №2/2012) 43. agreement on provision of HR-consulting services to “KazTransOil” JSC
Resolution of the Board of Directors of “KazTransOil” JSC dated 13 December 2012 (minutes №16/2012)
«KazMunayGas Onimderi» JSC
44. agreement on sale-purchase of oil products on coupon system for 1Q 2012
Resolution of the Management Board of “KazTransOil” JSC dated 24 January 2012 (minutes №2)
45. agreement on sale-purchase of oil products on coupon system for 2Q 2012
Resolution of the Management Board
of “KazTransOil” JSC
dated 28 April 2012 (minutes №8) 46. agreement on sale-purchase of oil products on coupon system for 3Q 2012
Resolution of the Management Board
of “KazTransOil” JSC
dated 3 July 2012 (minutes №19) 47. agreement on sale-purchase of oil products on coupon system for 4Q 2012
Resolution of the Management Board
of “KazTransOil” JSC dated 9 October 2012 (minutes №31)
119
118
№ Organization and transaction Resolution of “KazTransOil” JSC body
«Bioengineering» LLP
27. agreement on provision of services on liquidation of consequences of accidental pollu-tion of environment on 1501,7 km of “Pavlodar – Shymkent” MOP
Resolution of the Board of Direc- tors of “KazTransOil” JSC dated 22 May 2012 (minutes №5/2012) 28.
agreement on procurement of services on liquidation of consequences of accidental pollution of environment on resulted in by illegal tapping on 1319,15 km of “Pavlodar –