ANNOUNCEMENT

of the acceptance of applications for candidates for the position of Independent Director
1. Information about the position – Independent Director

2. General requirements for Independent Directors

A candidate for election as an Independent Director to the Board of Directors must:

• comply with the definition of an independent director in accordance with the Law of the Republic of Kazakhstan “On Joint Stock Companies” and the Charter of the Company;
• be free from any material interest or relationship with the Company, its management or its property that could jeopardize the exercise of objective and independent judgment;
• have sufficient professionalism and independence to make independent and objective decisions free from the influence of the sole shareholder, the Management Board and other stakeholders;
• contribute to the growth of long-term value and sustainable development of the Company, act in the interests of the Company in good faith, reasonably and fairly, observing the requirements contained in the legislation of the Republic of Kazakhstan, the Charter of the Company;
• maintain high standards of business ethics – members of the Board of Directors in their actions, decisions and behavior comply with high standards of business ethics and be an example (model) for the Company’s employees;
• keep confidential information about the Company that became known to them in connection with the performance of their duties during the period of membership in the Board of Directors for 3 (three) years from the date of termination of work in the Company;
• monitor the state of affairs of the Company and maintain constant contacts with other bodies and officials of the Company;
• participate in meetings and in the work of the Board of Directors and its committees of which they are members, including in the discussion of issues where a conflict of interest may arise (preparation of financial and non-financial statements, nomination of candidates to the Management Board, establishment of remuneration for members of the Management Board). Independent directors are elected as chairmen of key committees of the Board of Directors – on strategic planning, personnel and remuneration, internal audit, social issues, as well as other issues provided for by the Company’s internal documents;
• monitor the possible loss of independence status and notify the Chairman of the Board of Directors in advance if such situations exist, or about changes in circumstances as a result of which an independent director ceases to be such.

3. The main functions include:

• Determination of priority areas of activity and development strategy of the Company, monitoring of its implementation;
• Setting and monitoring key performance indicators of the Development Plan;
• organization and control over the effective functioning of the risk management and internal control system;
• approval and monitoring of the effective implementation of projects and other key strategic projects within the competence of the Board of Directors;
• Election, succession planning and control over the activities of the Chairman and members of the Board;
• Corporate governance and ethics.

4. Qualification requirements.

Higher (or postgraduate) education and at least six years of work experience in the field of ecology and/or environmental protection corresponding to the functional areas of the Company’s activities, as well as at least three years of work experience in managerial positions in medium, large businesses, quasi-public sector, international, foreign, transnational organizations or foreign government agencies.

5. The candidate provides information that must contain the following information:

• surname, first name, as well as patronymic, if desired;
• information about education (name of the educational institution, date of graduation, specialty obtained), including advanced training;
• information on places of work and positions held (including in the management bodies of other legal entities);
• information on the candidate’s consent to be nominated to the Board of Directors of the Company as an independent director;
• other information confirming the qualifications and work experience of the candidates.
• Also, indicate information on the subject: the independence of the candidate for the position of independent director.

6. Academic degrees, awards, and honorary titles are considered an asset when considering candidates.

7. A person shall not be elected to serve as a director of the Company if:

• Has a criminal record that has not been expunged or removed in accordance with the procedure established by the legislation of the Republic of Kazakhstan.
• Previously was the Chairman of the Board of Directors, the first director (chairman of the management board), deputy director, and chief accountant of another legal entity for a period of not more than one year before the decision on forced liquidation or forced redemption of shares, or conservation of another legal entity recognized as bankrupt in accordance with the established procedure. The above requirement shall apply within five years from the date of adoption of the decision on forced liquidation or forced redemption of shares, or conservation of another legal entity recognized as bankrupt in accordance with the established procedure.
• a person is a participant, head of an executive body, member of a management body or employee of a legal entity competing with the Company.

8. Working conditions:

• Form of lease: Contract.
• Remuneration: No expenses.

9. When selecting candidates to the Board of Directors, the following shall be taken into account:

• experience in managerial positions;
• experience as a member of the Board of Directors;
• total length of service;
• education, specialty, including the availability of international certificates;
• availability of competencies in areas and industries;
• business reputation;
• the presence of a direct or potential conflict of interest.
• Send your CV to e-mail: hr@igtipc.org