Corporate Governance — Air Astana / Annual Report 2018

Corporate
Governance

Our corporate governance policies follow a key set of principles that encompass fairness, honesty, responsibility, transparency, expertise and professional competence.

Nurzhan Baidauletov Chairman of the Board of Directors

General Meeting of Shareholders

Serves as the Company’s senior corporate governance body, where decisions are taken on key issues concerning the business following the consideration of recommendations made by the Board of Directors.

Internal Audit Service

Provides independent and unbiased recommendations aimed at improving internal controls, risk management and corporate governance systems.

Board of Directors

Responsible for the overall stewardship of the business and for overseeing the activities of the executive body while managing risk and internal controls, and maintaining Air Astana’s corporate governance principles.

Corporate Secretary

Plays a key role in managing relations between Shareholders, the Board of Directors and the executive body. Ensures compliance with statutory and corporate requirements.

Committees

Several committees have been established to facilitate specific functions of the Board of Directors. More detailed work and discussion is carried out by these committees in support of the Board’s overall stewardship of the Company.

Audit Committee Nomination and Remuneration Committee Strategic Planning Committee Corporate Social Responsibility Committee Treasury Committee

President and CEO

Our ongoing activities are managed by the President, our sole executive officer. The President executes decisions made by the General Meeting of Shareholders and by the Board of Directors.

Senior Management Team

Responsible for the day-to-day running of the Company, executing strategy, goals and delivering on key milestones. .

Dividend
Policy

We have developed our dividend policy in accordance with the legislation of the Republic of Kazakhstan, our Charter and other internal documents. The policy specifies a transparent process for determining both the size of dividends and the conditions under which dividends are paid while aiming to achieve an appropriate balance between returning value to Shareholders and financing our continued growth.

Terms for payment of
dividends to Shareholders are:

the Company must have a net profit for the year;
there must be no limitations on the payment of dividends;
there has to be a recommendation from of the Board of Directors on the size of the dividends;
there has to be a decision of the General Meeting of Shareholders.

In accordance with the Dividend Policy the Company allocates 30% of net income, as calculated in accordance with International Financial Reporting Standards, to a dividend, unless otherwise decided by the General Meeting of Shareholders.

In accordance with a resolution of the Annual General Meeting of Shareholders of 31 May 2018, dividends of USD 10,643,229 or 30% of the net income of the Company was paid out as 2017 dividends to the stockholders on 29 August 2018.

The Company has placed 17,000 common shares, a number that has remained unchanged throughout the years, as presented below.

Amount of accrued and paid dividends per share

(USD)

The total amount of accrued and paid dividends

(USD)

	2012	2013	2014	2015	2016	2017	2018
Amount of accrued and paid dividends per share (USD)	1,057	1,232	516	465	883	0	626
Previous Year Net Profit (USD ‘000)	61,260	61,076	51,364	19,453	48,741	(39,865)	39,318
Dividend pay-out ratio	30%	35%	20%	50%	50%	-	30%

Corporate governance — download PDF