OREANDA-NEWS. National Bank of the Republic of Kazakhstan (National Bank) today provided Kazakhstan Stock Exchange (KASE) with an information statement as follows:

"...National Bank of the Republic of Kazakhstan says that in order to improve Investors Protection Indicator position of Kazakhstan in Doing Business ranking, the joint stock companies regulation laws of the Republic of Kazakhstan have been amended based on the laws of the Republic of Kazakhstan of December 29, 2014 "Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan related to radical improvement of business environment in the Republic of Kazakhstan" (entered into force on January 1, 2015) and of 22 April 2015 "Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan related to limitation of state involvement in business activities", providing for:

1) improvement of disclosure to public, creditors and investors by joint-stock companies of information about their activities (increase in transparency of activities of joint-stock company), related to:

• tightening of deadlines for publication (bringing to the notice of the shareholders) by a company of information on corporate events to three business days after the date of the event (clause 3 of Article 79 of the Law of the Republic of Kazakhstan "On Joint Stock Companies" (hereinafter - the Law on Joint Stock Companies));

• tightening of deadlines for publication of information about a major transaction closed by a joint stock company to three business days after the date of the decision of the Board of Directors to close such a transaction (clause 1 of Article 70 of the Law on Joint Stock Companies);

• establishing the rule that interested parties with regards to a transaction closed by a joint-stock company are required to inform the Board of Directors of the company that they are party to the transaction or participate in it as a representative or agent within three business days (sub-clause 1) of Article 72 of the Law on Joint Stock Companies);

• establishing the requirement that a joint stock company shall publish on an internet resource of the financial reporting depository information about the total amount of year-end remuneration of members of the executive body (clause 2.2 of Article 79 of the Law on Joint Stock Companies);

• establishing the obligation of a company to publish on its corporate website information on major shareholders, as well as information about members of the management body of a company performing in parallel managerial duties or other core activities in a different legal entity describing their powers and duties in a different legal entity, in the manner prescribed by internal documents of the stock exchange (clause 2.2 of Article 79 of the Law on Joint Stock Companies);

2) strengthening company shareholders rights protection system, in terms of:

• clarification of the right of shareholders to participate in decision-making by  the general meeting of shareholders to change the number of shares of the company or change their type (sub-clause 11) of clause 1 of Article 14 of the Law on Joint Stock Companies);

• voting procedure at the general meeting of shareholders in decision-making regarding amendments and additions to the Charter or approval of its new version, namely, a decision on an item may be taken by a simple majority of the total number of voting shares, participating in voting (clause 2 of Article 36 of the Law on Joint Stock Companies);

• facilitation of corporate disputes settlement procedures, namely, ensuring that the parties involved in a corporate dispute, may request from each other documents that can establish the circumstances of the case, without specifying each particular document (clause 6 of Article 48 of the Civil Procedure Code of the Republic of Kazakhstan). In relation to this case the law of the Republic of Kazakhstan "On private entrepreneurship" (clause 6-1 of Article 11) poses restrictions on documents containing government secrets or other secrets protected by law;

• protection of the right of a shareholder owning preferred shares of the company, namely introduction of a rule that in decision-making by the general meeting of shareholders regarding the exchange of outstanding shares of one type to shares of another type, the decision with respect to which may restrict the rights of a shareholder owning preferred shares, shall be considered made only in case that such a decision was voted for by at least two-thirds of the total number of offered (minus redeemed) preferred shares (clause  2 of Article 36 of the Law on Joint Stock Companies);

• inclusion in the Companies Act specifying rule that the commission of a joint stock company of any transactions in violation of the laws of the Republic of Kazakhstan may entail recognition of these transactions invalid at law on the claim of interested persons in the manner and on the grounds stipulated by the legislation of the Republic of Kazakhstan (item 1 of Article 74);

3) improvement company management structure, in terms of:

• setting the limits on acquisition by a subsidiary of shares in the core company, with the exception of financial institutions eligible to hold shares in the core company in the amount of not more than ten percent of the voting shares in such a company (clause 2 of Article 94 of the Civil Code of the Republic of Kazakhstan (General Part));

• requirement for the mandatory establishment of internal audit in a public company (clause 1 of Article 61 of the Law on Joint Stock Companies);

• a ban on mutual ownership of public companies with more than ten percent of the outstanding shares (clause 3 of Article 69 of the Law on Joint Stock Companies).

Taking this into account, joint stock companies operating in the territory of the Republic of Kazakhstan are required to bring their internal documents and their activities in compliance with the requirements of the rules introduced in laws of the Republic of Kazakhstan in the framework of measures to improve Kazakhstan's position in the international ranking".