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Members of the Audit Committee

In 2011, this Committee was composed of only independent directors, namely, Paul Manduca (Chairman), Philip Dayer and Edward Walshe. Appointments to the Audit Committee are made for the three years period which may be extended by the Board of Directors not more than for two additional three years periods, provided that the members of the Audit Committee are independent.

Number of Meetings

For 2011 the Audit Committee held nine meetings. The Chairman of the Audit Committee shall make decisions on frequency and timing of meetings of the Committee. The number of meetings is determined in accordance with the requirements to the duties of the Committee. At the same time at least four meetings per year must be held, which should coincide with key dates of the cycle of preparation of financial reporting and audit of the Company (when audit plans of internal and external auditors are prepared, and when the interim financial statements, preliminary announcements and the annual report approach to completion).

Responsibilities and Duties of the Audit Committee

The Audit Committee is responsible, among other things, for any reports containing financial information of the Company, monitoring risk management and internal control system and for involvement of the auditors of the Company in this process. It also receives information from the Company’s Internal Audit Service, which monitors compliance with internal control procedures of the Company. In particular, the Committee deals with issues of compliance with regulatory requirements, accounting standards, applicable rules of the UK Listing Authority (UKLA) and the Kazakhstan Share Exchange (KASE), providing effective system of internal control. The Management Board is also responsible for preliminary approval of the annual financial report.

The Audit Committee periodically reviews major transactions on acquisitions and disposals, and addresses any questions that the Management Board may refer to the Audit Committee.

Every year at the General meeting of shareholders, the Chairman of the Audit Committee through the Chairman of the Board of Directors shall report the results of the Audit Committee and answer questions related to the activities of the Audit Committee.

Activities of the Audit Committee in 2011

Financial statements

  • Reviewed issues on preparation of financial statements in compliance with the IFRS
  • Quarterly and annual financial statements to be disclosed to the Kazakhstan and London stock exchanges were approved

Issues of taxation

Internal control and risk management systems

  • Effectiveness of the internal control and risk management systems was assessed
  • The Audit Committee self-assessed its performance
  • Insurance program

Internal audit

  • The plan of the Internal Audit Service was reviewed and approved
  • Internal audit effectiveness was assessed
  • Work progress report of the Audit Committee for 2010 was reviewed and approved

Forecasts of cash flows of the Company

  • Issues on compliance with cash management policy
  • The requirements to consider candidates for the position of chief accountant and deputy chief accountant were approved


  • Policy on securities transactions
  • Disclosure policy
  • Issues of compliance with the law on corruption Britain (UK Bribery Act)