Corporate governance

51% Kazakhtelecom JSC

14,87% Yessenov Galimzhan

9,08% First Heartland Jusan Bank JSC

7,06% JSC Unified Accumulative Pension Fund

17,99% Minority shareholders

Board of Directors

According to the Charter, the Board of Directors may include no more than nine members. The composition of the Board of Directors of the Company is determined by the resolution of the General Meeting of shareholders of the Company. One of the Board of Directors members is elected as its chairman. The term of office of a Board of Directors member continues for a period determined by the General Meeting of shareholders, or until his/her resignation or until early termination of their powers by the General Meeting of shareholders. Members of the Board of Directors may be re-elected as directors for the next term after their first election. In addition to the development of strategy and approval of the Company’s development plans, the Board of Directors also decides on the opening of the Company’s branches and representative offices, acquisition or disposal by Company of 10% or more shares (or, if applicable, shares in the authorized capital) in other legal entities, participation in the establishment and operation of other legal entities, entering into major transactions and interested party transactions, as well as the approval of annual budgets.

Alexey Buyanov

Chairman of the Board of Directors.

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Jere Calmes

Independent director

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Pietari Kivikko

Independent director

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Sanzhar Zhamalov

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Dauren Kereybayev

Representative of major shareholder Galimzhan Yessenov р пппппппппппппппппппппппппппппппппппп

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Aliya Kishkimbaeva

Representative of shareholder Kazakhtelecom JSC рррррррррррррррррррррррр

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Alexander Lezgovko

Representative of shareholder Kazakhtelecom JSC

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Committees of the Board of Directors

Human Resources Committee

Pietari Kivikko

Chairman

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Alexey Buyanov

Independent director

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Sanzhar Zhamalov

Independent director

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Kishkimbaeva Aliya

Member of the Committee

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Dauren Kereybayev

Representative of major shareholder Galimzhan Yessenov 

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Strategic Planning Committee

Alexey Buyanov

Chairman

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Pietari Kivikko

Independent director

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Jere Calmes

Independent director

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Lezgovko A.

Member of the Committee

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Dauren Kereybayev

Representative of major shareholder Galimzhan Yessenov 

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Audit Committee

Sanzhar Zhamalov

Chairman

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Pietari Kivikko

Independent director

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Jere Calmes

Independent director

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Комитет по вопросам устойчивого развития

Sanzhar Zhamalov

Chairman

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Alexey Buyanov

Member of the Committee

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Kishkimbaeva Aliya

Member of the Committee

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Governance

General information

According to the Charter, the bodies of the Company are: General Meeting of Shareholders – the supreme body; Board of Directors – management body; Management Board – collective executive body.


Members of the Company’s Board of Directors are elected by the general meeting of shareholders. The Management Board is appointed by the Board of Directors. The Board of Directors is responsible for the overall management of the Company, it develops strategy and approves development plans. The Management Board is a collective executive body acting on behalf of the Company, it represents the interests of and enters into transactions on behalf of the Company in the manner prescribed by the laws of the Republic of Kazakhstan and the Company Charter. The Management Board manages the Company’s day-to-day activities and has the authority to decide on any issues related to the Company’s activities other than those which according to the laws of the Republic of Kazakhstan and the Company’s Charter fall within the competence of other bodies and officials of the Company.

Askhat Uzbekov

Chairman of the Management Board, Chief Executive Officer

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Malik Amardinov

Member of the Management Board, Chief Digital Development Officer

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Azamat Uysumbaev

Member of the Management Board, Chief Corporate Director

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Kirill Strashenko

Member of the Management Board, Chief Technical Officer

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Daniyar Ibrayev

Member of the Management Board, Chief Security Officer

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Olga Tsoi

Member of the Management Board, Chief Commercial Officer

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Damir Mullashev

Member of the Management Board, Chief Finance Officer

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Internal Audit Service

Internal Audit Service

The Internal Audit Service (IAS) is the body of Kcell JSC that is responsible for the organization and conducting internal audit in the Company and directly reports to the Board of Directors.

Supervision

The Internal Audit Service is supervised by the Internal Audit Committee of the Board of Directors of JSC Kcell.

Mission

The IAS mission is to provide the necessary assistance to the Company’s Board of Directors and Management Board in fulfilling their responsibilities to achieve Kcell’s strategic goals.

Goal

The main goal of the IAS is to provide the Board of Directors with independent and objective assurance and advice aimed at improving the Company’s risk management, internal control and corporate governance systems.

Objectives

The main objectives of IAS are: to assess the reliability and efficiency of the Company’s internal control system; to assess the improvement of the corporate governance process; to assess the rationality and efficiency of using the Company’s resources and the methods used to ensure the safety of property; to assess the reliability, completeness, objectivity of the accounting system and soundness of financial statements; to assess the Company’s compliance with the requirements of the legislation of the Republic of Kazakhstan and the adequacy of the systems and procedures in place to ensure compliance with those requirements; to assess the risk of fraud and the effectiveness of fraud risk management.

Activity

The IAS operates in accordance with the Regulations on the Internal Audit Service and the Annual Audit Plan approved by the Company’s Board of Directors. The IAS is guided by the principles of honesty, objectivity, confidentiality and professional competence as defined in the Code of Ethics and the International Professional Standards for Internal Auditing of the Institute of Internal Auditors.

Management

Adil Baktyberlin has been appointed by the Company’s Board of Directors as Head of Internal Audit with effect from 16 January 2023. Adil has over 25 years’ experience in the public service and telecommunications sectors. Adil has a diverse background in managing finance, economic stability and security. He graduated from the Academy of the National Security Committee of the Republic of Kazakhstan and completed the MBA programme at City Business School (Moscow) and Nazarbayev University (Astana).

Compliance Control Service

Compliance Control Service

Compliance means abiding by the rules, laws, policies and standards. It primarily refers to combatting corruption based on the best global practices. According to the Compliance Function Reference Model for Portfolio Companies of Samruk-Kazyna JSC and the Regulations on the Compliance Control Service, the Compliance Control Service is an independent structural unit which directly and functionally reports to the Board of Directors of Kcell JSC.

Code of Ethics and Conduct
Regulations on resolving conflicts of interest in Kcell JSC
Anti-corruption policy

Contacts

You can use the hotline to report any violations of the Code of Ethics and Conduct, including corruption, discrimination, unethical behavior, and other violations. Anyone can report a violation. Reports can be submitted in the Russian, Kazakh or English languages through the following channels:

By phone:

8 (800) 080-47-47

8 (701) 001-14-24

By e-mail:

speakup@kcell.kz

mail@sk-hotline.kz

Via WhatsApp:

8 (701) 800-70-21

Mailing address:

51 Alimzhanov St., Almaty, 050004, to Head of Compliance Control Service of Kcell JSC.

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Member of the Management Board, Chief Finance Officer

Damir Mullashev graduated from Kazakhstan Institute of Management, Economics and Forecasting (KIMEP) in 2003. His professional experience spans 20 years in financial sector, of which 13 years in leadership roles. He started his career in the banking sector, where he worked in an investment bank since 2007 and since 2013 in a private equity fund. In 2016 he moved to the telecommunications industry and took up the role of Head of External Asset Management Service at Kazakhtelecom JSC. He has extensive experience in corporate finance (M&A), telecom asset management, as well as debt and equity financing. In September 2022, Damir Mullashev joined Kcell JSC as Deputy Chief Finance Officer and in December 2022 he was appointed acting Chief Finance Officer.

Member of the Management Board, Chief Commercial Officer

Olga Tsoi holds a master's degree in business administration from KIMEP University. She has 17 years of work experience in the commercial sector in various industries, of which 13 years in leadership roles, including 3 years in FMCG and retail, 8 years in telecom, 3 years in consulting (FinTech and InsuranceTech) and 3 years in the banking sector. In 2023, Olga was appointed Director of Consumer Department of Kcell JSC.

Daniyar Ibrayev graduated from the Military Institute under NSC of the Republic of Kazakhstan (currently the Border Force Academy under NSC) in 2000 with a degree in Telecommunications Engineering. In 2007, he graduated from the Kazakh Humanitarian Law University (Nur-Sultan), with a Bachelor of Law degree. Since 2020, he has worked at Kcell JSC as an Adviser to the Strategic Development Department, then as a Chief Expert of the Security Department. Since 2017, he has worked at The Unified Pension Savings Fund JSC and prior to that he worked in government bodies.

Kirill Strashenko graduated from the Almaty Institute of Energy and Communications in 2004, majoring in Telecommunication Engineering. From 2004 to 2016, he has held various positions at Kcell JSC, from a Data Transmission Systems Engineer to Manager of Data Transmission Systems Section. From 2016 to 2018, he has held the position of Network and IT Infrastructure Manager, and was also appointed as Project Manager for the Unified LTE Network Construction project (a joint project with Kar-Tel LLP). He was appointed Deputy Technical Director (2018-2021) and later Network Development Manager (2021-May 2022). In 2019, he was awarded the state award "Kurmetty Bailanyshy”.

Member of the Management Board, Chief Corporate Director

Mr. Uisumbayev was appointed Chief Corporate Officer and a member of the Management Board since April 15, 2022.

Azamat Uisumbayevfor the last 12 years, he has worked in the group of companies of Kazakhtelecom JSC in various positions, including Managing Director - Financial Controller of Kazakhtelecom JSC and Commercial Director of KT Cloud Lab LLP. Prior to joining the telecommunications industry, he worked in government bodies of the Republic of Kazakhstan. Higher education in the specialties - economic and legal. He has a master's degree from MPA&MBA, RANEPA, Moscow. Successfully completed an advanced training course at the Moscow School of Management “Skolkovo” under the program of additional professional education "Leaders of Digital Transformation". Currently studying under the Executive MBA program at Nazarbayev University.

Member of the Management Board, Chief Digital Development Officer

Malik Amardinovin 2008 graduated from the Academy of Banking of the Kazakhstan Alatau University, Faculty of Finance, in 2016 graduated from the Kazakhstan Engineering and Technology University, Faculty of Higher Technical Education. Total work experience - 16 years in IT, 12 of them in senior positions in the banking sector. Most recent positions are Executive Director and Chief IT Architect of Fortebank, where Malik successfully led all IT development.

Chairman of the Management Board, Chief Executive Officer

Askhat Uzbekov elected to the position of Chairman of the Management Board, Chief Executive Officer of Kcell JSC, effective May 11, 2022.

Askhat Uzbekov graduated from Turan University (Kazakhstan) in 2000 majoring in International Economics. In 2022, he took his Executive MBA from London Business School. Until 2005, Askhat Uzbekov worked in the tax and audit departments at Ernst & Young Kazakhstan LLP, and for the next seven years, until early 2012, he has held various positions in the Treasury Department of KazMunayGas Exploration Production JSC. Then for almost 2 more years, until December 2014, he worked as CFO at KMG EP International (Netherlands).

In January 2015, Askhat Uzbekov joined Kazakhtelecom JSC, the largest national telecom operator, as Finance Director. In March 2015 he was appointed Managing Director - Chief Treasurer of Kazakhtelecom JSC. In January 2016, his job responsibilities were expanded to include the duties of a financial controller of the Kazakhtelecom group of companies. From September 2016 up to the present, he has held the position of Chief Financial Officer of the company. Askhat Uzbekov was actively involved in the acquisition of the 75% stake in Kcell JSC in 2018.

Member of the Kcell Board of Directors since May 19, 2022.

Representative of shareholder Kazakhtelecom JSC

Since 2019, Ms. Kishkimbayeva has been the Managing Director for Legal Affairs and Risks of Kazakhtelecom JSC. Ms. Kishkimbayeva graduated from the Adilet Higher School of Law with a degree in Law, as well as the Kazakh State University of World Languages (English language department).

Ms. Kishkimbayeva has extensive experience in the telecommunications as well as oil infrastructure. Her previous work experience includes Kcell JSC, PetroKazakhstan Inc., KASP CJSC AralParker.

Member of the Kcell Board of Directors since May 19, 2022.

Representative of shareholder Kazakhtelecom JSC

Member of the Kcell Board of Directors since May 19, 2022. On May 19, 2022, at the Annual General Meeting of Shareholders  was re-elected for 3 years. 

Mr. Lezgovko has over 30 years of experience in the telecommunications industry. Since 1999, he has worked at Kazakhtelecom JSC. From 2007 to 2021, he has held the position of the Chief Technical Director at Kazakhtelecom JSC.

Mr. Lezgovko graduated from the Almaty Energy Institute with a degree in Automatic Telecommunications. In 2005, he was awarded the title of ‘Kurmetti Baylanysshy’.

In 2012, he was awarded the Kurmet order.

Member of the Kcell Board of Directors since May 19, 2022.

Independent director

Mr. Kivikko has many years of experience in the telecommunications industry, where he has held senior positions at TeliaSonera and Tele2. He also worked as Managing Director of Paroc Owens Corning Insulation Materials in Russia. He is currently the Managing Director at Fexcon Consulting.

Mr. Kivikko holds a Master's degree in Management Accounting and Business Law and Marketing from the School of Economics and Business Administration (University of Turku) Turku, Finland.

Independent Director

Member of the Board of Directors of Kcell JSC since 29 November 2023.

Mr. Zhamalov has extensive experience in the financial sector, including in Kazkommerts Securities JSC, ING Bank N.V. in its London office and the National Bank of the Republic of Kazakhstan. He currently holds the position of Head of the Representative Office of Dutch ING Bank N.V. in Kazakhstan. He joined the telecommunications sector in 2014 as Chief Manager of the Project Finance Department of Kazakhtelecom JSC and was also a member of the Board of Directors of KazSatNet National Company JSC and National Information Technologies JSC, an operator of the e-government information and communication infrastructure.

Mr Zhamalov holds an Executive MBA from Cambridge University (UK), a MSc in International Financial Analysis from Newcastle University (UK) and a BSc in Financial Mathematics from Charles University (Czech Republic). Mr. Zhalov holds the prestigious CFA financial certificate and Certificate in Company Direction from the Institute of Directors (UK).

Member of the Board of Directors of Kcell JSC, representative of major shareholder Galimzhan Yessenov.

Elected to the Board of Directors of Kcell JSC at the Extraordinary General Meeting of Shareholders on 29 November 2023.

Mr. Kereybayev has extensive experience in information technology and telecommunications, economic analysis and planning, and finance.

During 2018 - 2021, he has held the position of Managing Director for Digitization and Transformation at Samruk-Kazyna JSC.

In 2021, he moved to Kazakhtelecom JSC as Managing Director for Modernization Programme, then was appointed Director for Support Functions Development.

Mr. Kereybayev is currently Chairman of the Board of Directors of Jusan Mobile JSC.

Mr. Dauren Kereybayev graduated from Novosibirsk State University with a degree in Mechanics and Applied Mathematics (1992) and from the Kazakh State Academy of Management with a degree in Finance and Credit (1998).

In 2018, he received a master’s degree in business administration in the Executive MBA programme at the University of Chicago Booth (USA).

He has been awarded the medal "Yerenenbegi ushin" and the public order "Yenbek sinirgen karzhy mamany".

Member of the Board of Directors since January 15, 2019.

Independent director

Member of the Board of Directors since January 15, 2019. On May 19, 2022, at the Annual General Meeting of Shareholders  was re-elected for 3 years.

Mr. Calmes has over 20 years of experience in the telecommunications, wholesale and retail business with a particular focus on emerging markets. From December 2016 to June 2019, he was the CEO of Metro Cash & Carry Russia. Prior to that, Mr. Calmes held various senior positions in the telecommunications sector, including CEO of Tele2 Russia, Managing Director of Wind Telecomunicazioni, Managing Director of the Moscow office of VEON JSC. Mr. Calmes holds a bachelor's degree in Political science and Economics from Bates University, Maine, USA, and has also completed the Wharton School of Business Executive Development Program.

Member of the Board of Directors since January 25, 2019.

Chairman of the Board of Directors.

Member of the Board of Directors since January 25, 2019. On May 19, 2022, at the Annual General Meeting of Shareholders  was re-elected for 3 years.

Mr. Buyanov is also an independent director of Kazakhtelecom JSC and Director at Bengala Investments S.A. From 2002 to 2014, he has held the position of Senior Vice President and Chief Financial Officer, and has been a member of the Management Board of Sistema OJSC – an investment fund listed on the London Stock Exchange.

From 2014 to 2016, he has held the position of Managing Director and Head of the Investment Committee of Redline Capital Management S.A. Mr. Buyanov graduated from the Moscow Institute of Physics and Technology (MIPT) with a degree in Applied Physics and Mathematics, and completed Oxford Fintech Program by Said Business School, University of Oxford.