новое положение об информационной политике

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новое положение об информационной политике

  1. 1. Approved Confirmed by by decree of the Board Decree of the Committee of directors“KazAgroInnovation” JSC of “KazAgroInnovation” JSC dated onDated on August «29» 2012 September «18» 2012 Protocol № 13 Protocol № 15 STATUTE ABOUT INFORMATION POLICY OF JOINT-STOCK COMPANY “KAZAGROINNOVATION”
  2. 2. Положение об информационной политике АО «КазАгроИнновация»Content:1. General conditions 32. Principles of information policy 33. Mechanism of realization of information policy 54. Order of information disclosure 65. Order of information disclosure by representatives of the Company 96. Order of information disclosure for Unique stockholder 107. Order of information representation of information to Committee 10of directors8. Information, which compose commercial or official secret 119. Competence and responsibility of stuff of the Company 1110. Concluding statutes 12 2
  3. 3. Положение об информационной политике АО «КазАгроИнновация» 1. GENERAL PROVISIONS 1. Current Statute about information politics (further - Company) joint-stockcompany «KazAgroInnovation» (further - Company) worked out in accordance withthe law of Kazakhstan Republic dated on May 13 2003 «About joint-stockcompanies» (further - Law) and other normative legal acts of Republic ofKazakhstan, Statute of the Company and Code of corporative management of theCompany. 2. Information policy defines basic principles and general requests toinformation disclosure about activity of the Company to Unique stockholder –Ministry of agriculture of Kazakhstan Republic (further – Unique stockholder),interested in activity of the Company to persons, potential investors and otherpersons (further – concerned parties), and also to protection of information, whichcomposes official, commercial and other secret of Company protected by Law ofKazakhstan Republic. 3. Information policy – is policy of the Company in sphere of disclosure andinformation protection about Company with purpose of promulgation to Uniquestockholder, Committee of directors and their representatives, potential investors andother concerned parties in capacity, which necessary to taking balanced decisionabout participation in Company or to executed other actions, which are able toinfluence on financial and economical activity of the Company. 4. The purpose of information policy of the Company is more completesatisfaction of information requests of Unique stockholder, Committee of directorsand concerned parties in exact information about the Company and it activity, andalso protection of confidential information, which release can be deleterious to theCompany and Unique stockholder. 3
  4. 4. Положение об информационной политике АО «КазАгроИнновация» 5. Information policy must provide improvement of the effectiveness ofCompany activity, increasing of active assets’ cost, attraction of investments andcreation of auspicious image. 2. THE PRINCIPLES OF INFORMATION POLICY 6. Basic principles at realization of information policy are: 1) frequency and promptness; 2) demonstrativeness and accessibility; 3) authenticity and completeness; 4) promptitude; 5) observation of confidential treatment; 6) balance; 7) equality of rights. Principle of frequency and promptness of information disclosure meansresponsibility of the Company concerning terms and consistency of informationsupply, provided by legislation of Kazakhstan Republic, Company’s Statute, Code ofcorporative management present Statute and other inner regulatory documents ofCompany (further – documents of the Company). Company realizes the meaning offrequent providing of information to concerned parties, as a factor which has directrelationship of taking well-founded decisions andor affirmative performance.Information provides in accordance with terms, established by legislation ofKazakhstan Republic, inner documents of the Company, and also by measure of asfar as event arrival by degree of it significance and with account of it modernity andgeneral publication. Principle of demonstrativeness and information accessibility means choiceby Company of such methods of information distribution, using of which will bepossible for concerned parties, free and easy, and also intention of Company to 4
  5. 5. Положение об информационной политике АО «КазАгроИнновация»provide maximal visibility of information about it activity with account ofobservation of confidential treatment concerning information, which composesofficial, commercial and other secret protected by law of Kazakhstan Republic. Principle of authenticity and completeness means responsibility of theCompany in providing information, which corresponds to reality and whichsufficient for understanding in full scale disclosure fact or event. Company takescare to ensure that providing information wasn’t corrupted by third parties and incase of finding out this fact takes measures on errors and corruption correction. Company doesn’t evade of disclosure of negative information about itself, ifsuch information is not confidential one and it can influence to taking of investmentand other decisions of Unique stockholder, Committee of directors and Company. Besides information, disclosed by Company obligatorily in accordance withlegislation of Kazakhstan Republic, Company by own initiative discloses toconcerned parties on it own initiative discloses to concerned parties additionalinformation with purpose of full and exact understanding of Company activity. List and order of disclosure of such information establishes in all innerdocuments of the Company, such as Code of corporative management, Rules ofdisclosure and providing of safety of commercial and official secrets of theCompany and etc. Principle of promptitude means responsibility of Company at supplying ofinformation about activity of Company, concerned with facts and events, whichaffects interests of Unique of stockholder and Committee of directors, in maximallytight deadlines, including at necessity of accepting according decisions. Principle of observation of confidential treatment means responsibility ofCompany concerning safety and information protection, composing official,commercial, and other secret protected by law of Kazakhstan Republic, means andmethods, defined by legislation of Kazakhstan Republic and inner documents of theCompany. 5
  6. 6. Положение об информационной политике АО «КазАгроИнновация» Principle of balance state means providing by Company reasonable balance ofdemonstrativeness and visibility, on one side, and confidentiality on another side withpurpose of maximal realization of rights for concerned parties, but in conditions ofsevere observation of interests of Company and Unique stockholder, in part of limit inaccess to information, composing official, commercial, or other secret of Company,protected by law of Kazakhstan Republic. Principle of equality of rights means that Company observes rights of allconcerned parties concerning access to information of Company and it activity,affects the interests, in severe accordance with norms and requests, established bylegislation of Kazakhstan Republic and inner documents of the Company. 3. INTERVENTION MECHANISM OF INFORMATION POLICY 7. For realization of Information policy of the Company: 1) Keeps count of information (data), which disclosure is obligatory inaccordance with requests of legislation of Kazakhstan Republic and inner documentsof the Company; 2) defines list of information (data) disclosing by Company additionally withpurpose of improvement of it information visibility and demonstrativeness; 3) establishes order of information disclosure to recipients, disclosed byCompany obligatorily and by own initiative; 4) defines list of data, which composes official, commercial or other secretprotected by law of Kazakhstan Republic, public disclosure (delivery, leakage) ofwhich can be deleterious to interests of the Company and Unique stockholder, andestablishes necessary measures on provision of safety of established information; 6
  7. 7. Положение об информационной политике АО «КазАгроИнновация» 5) establishes system of control over distribution and using of information ofthe Company through: Defining of methods, forms and order of information distribution; Defining of parties, responsible for preparing and information distributing, it isable to dislosure; 6) defines competence and responsibility of agencies, officials and employeesof the Company for providing of appropriate information disclosure of the Companyand for safety of information, which comprises official, commercial or other protectedsecret by law of Republic of Kazakhstan. 4. ORDER OF INFORMATION DISCLOSURE 8. Information disclosure regards as providing of it accessibility to allconcerned parties notwithstanding purposes of getting this information on procedure,which guarantees finding and receiving. Information disclosure, in respect to whichthere were conducted actions on it disclosure. 9. Responsibility for information sharing about activity of the Company bearsit executive agency. The order of information sharing of concerned by it decisionestablishes by it decree. Executive agency of the Company controls execution of such decisions andwell-timed measures on development and improvement of such work. 10. Company must inform Unique stockholder about activity of the Company,which affects it interests. 7
  8. 8. Положение об информационной политике АО «КазАгроИнновация» Information affected interests of Unique stockholder of the Companyconfesses: 1) decisions, accepted by Unique stockholder and Soviet of directors, andinformation about execution of accepted decisions; 2) output of shares and other capital assets by Company and confirmation byauthorised authority (National Bank of Kazakhstan), reports about results of primarydistribution of the Company, reports about results of redemption of securities of theCompany, annulment by this authorised authority of capital assets in Company; 3) execution by Company of big bargain and bargains, in which executionCompany has proprietary interest; 4) creation of a mortgage (surcharge) of the property of the Company for sum,comprising five and more percents of assets in Company; 5) receiving in Company of loan in size, comprising twenty five and morepercents of own capital of the Company; 6) receiving by Company the license for realization of some varieties ofactivity, discontinuance or stop of action of early received licenses by Company onrealization of some varieties of activity; 7) participation of the Company in establishment of legal entity; 8) arrest of property of the Company; 9) offence of circumstances, which brings exceeding character, in result ofwhich there was destroyed property of the Company, which balance cost comprised10 and more percents from total size of assets of the Company; 10) attraction of the Company and it officials to administrative responsibility; 11) to institute court proceedings on corporative dispute; 12) decrees about compulsory readjustment of the Company; 13) another information, affecting interests of Unique stockholder, inaccordance with Decree of the Company. 8
  9. 9. Положение об информационной политике АО «КазАгроИнновация» Company provides obligatory control of list of employees in Company, whichhave information, comprising commercial or official secret. 11. In keeping with acting legislation of Kazakhstan republic the Companyrealizes public disclosure of this information: 1) statute and other inner documents of the Company, which regulatesactivity, if it agencies: Unique stockholder, Soviet of directors and executive agency; 2) current information about manufacture, financially economical activity andinner-corporative activity of Company; 3) about important events, results of work and activity of Company; 4) about speeches of the leaders of Company in mass media, press-releases ofCompany; 5) about social and personal policy of Company; 6) lists of affiliated persons of Company; 7) about changing of priority directions of activity of Company; 8) depository of finance accounting, defined according to legislation ofKazakhstan Republic about business accounting and finance accounting,information about corporative events, annual finance accounting of Company andaudit reports in order and terms, established by regulatory legal act of executiveagency; 9) about dividend policy; 10) report about results or redemption of securities of Company; 11) about accepting of decree on increasing (decreasing) of registered capitalof Company; 12) about principles and methods of corporative management, accepted byCompany; 13) about available license to the right of realization of some varieties ofactivity; 9
  10. 10. Положение об информационной политике АО «КазАгроИнновация» 14) about purchasing function and valuation activities, including message ofgovernment public purchasing; 15) about results of proceedings of agencies of management of Company,Company management and about accepted significant decisions, except information,comprising commercial or official secret; 16) about changing of name of Company; 17) structure and content of agencies of Company; 18) other documents (materials), provided by legislation of KazakhstanRepublic, Statute and inner documents of the Company.12. Right to make public announces of person of the Company: 1) Chairman of Soviet of directors; 2) members of Soviet of directors; 3) Chairman of the Board; 4) members of the Board; 5) managing directors; 6) officials authorized by the Chairman of the Board.13. Information about Company and it activity realizes by distribution of informationby next methods: 1) publishing of information in mass media information; 2) publishing of information at internet –resource, including at corporative web-site of Company; 3) information publishing in official printing publication; 4) information publishing in brochures and booklets; 10
  11. 11. Положение об информационной политике АО «КазАгроИнновация» 5) by conduction of press-conferences and meetings with Unique stockholderand other concerned parties, and also public speeches of representatives of theCompany.14. Information disclosure realizes in next forms: 1) messages about existent facts; 2) annual report about activity of Company; 3) list of affiliated parties and changes to the list of affiliated parties; 4) annual finance and accounting report; 5) data about auditors; 6) organizational and inner regulatory documents of the Company; 7) messages about increasing (decreasing) of capital stock of the Company,reorganization and liquidation; 8) statutory press-releases; 9) publications in mass media; 10) publications at corporative web-site of the Company; 11) oral and written answers to requests of concerned parties, who entered, theCompany.Information, provided to Unique stockholder, discloses in following forms: 1) information (materials), subject to performance of stockholder according topoint 10 of this Statement; 2) answers on questions of Unique stockholder about information providing. 11
  12. 12. Положение об информационной политике АО «КазАгроИнновация» 5. ORDER OF INFORMATION DISCLOSURE TO REPRESENTATIVES OF THE COMPANY 15. Company adheres to Information policy, which will provide timely andfull-scale disclosure of essential information about activity of the Company. Information discloses according to demands of legislation of KazakhstanRepublic and inner regulatory documents of the Company, and can be generallyaccessible, so performed to Unique stockholder, so and presented to Uniquestockholder and Committee of directors. Company provides operative and full access of members of Committee ofdirectors to information, necessary to it work and decision taking. 16. Information disclosure by members of the Committee of directors andofficials of the Company realizes according to demands of present Statement andorder of suing of confidential information, defined by inner regulatory documents,confirmed by Committee of directors. 17. Chairman of Committee of directors formally comments and expoundsdecisions, which taken by Committee of directors and also states an opinion ofCommittee of directors (in the context of conferences, interview and etc.) onquestions, considered at sessions of order, established by legislation of KazakhstanRepublic. 18. Members of Committee of directors have right to state in public it ownopinion on questions considered at sessions of Committee of directors, and also ondecisions accepted at session of Committee of directors, except information,comprising commercial or official secret. 19. Executive agency, authorized representative of the Company oncommunications with mass media, other authorized parties of the Company on errandof Chairman of the Board have inclusive right of execution of public speeches onquestions, connected with activity of Company, except information, comprising 12
  13. 13. Положение об информационной политике АО «КазАгроИнновация»commercial or official secret, at conducted conferences in country and abroad,meetings, seminars, at sessions of state agencies, agencies of judicial and legislativeauthority of Kazakhstan Republic and subjects of Kazakhstan Republic, other socialmeasures, to take part in press-conferences, briefings, telephonic and videoconferences, to give interview, to speak with comments for Kazakhstan and foreignmass media, finance, investment and other Companies. 6. ORDER OF ASSIGNMENT OF INFORMATION FOR UNIQUE STOCKHOLDER 20. Representation of information to Unique stockholder provides bystructural subdivisions of the Company, in which competence doesn’t concernedcorresponding questions 21. Documents, inquired by Unique stockholder according to legislation ofKR and list contained in point 10 of the present Statement, offers in terms,established by legislation of Kazakhstan Republic. In case, if legislation ofKazakhstan Republic and/or inner regulatory documents of the Company providedright of access for Unique stockholder and/or other person to inquired documents,their copies performed in order and on conditions, defined by Law. 22. Decision about performing on written request, which wasn’t included bylegislation of Kazakhstan Republic and present Statement into list of disclosedinformation, accepts by executive agency only in case, if such information: 1) concretizes publicly available about Company and it is of importance ofinvestment decision; 2) wasn’t referred to data of confidential character and etc. 23. term of consideration of written inquires required in point 21 of thepresent Statement, can’t exceed the terms, established by Law of Kazakhstan 13
  14. 14. Положение об информационной политике АО «КазАгроИнновация»Republic dated January 12 2007 «About consideration of appeals of physical andjuridic persons» from the moment of it acceptance into Company. 7. ORDER OF PROVIDING INFORMATION TO COMMITTEE OF DIRECTORS 24. Members of Committee of directors provides with whole information,necessary for realization of own duties. 25. Officials and employees of structural subdivisions of the Company musttimely perform authentic and complete information on questions of the agenda ofsession of the Committee of directors and requests of any member of Committee ofdirectors. Non-performance of this duty attracts responsibility of above-mentionedpersons according present legislation of Kazakhstan Republic. 8. INFORMATION, COMPRISING COMMERCIAL OR OFFICIAL SECRET 26. Information, comprising commercial or official secret, must be protected. 27. Company, as person of Chairman of the Board provides all depletedmeasures on protection of commercial and official information, establishesconfidentiality and operation mode with such information, establishes list of such 14
  15. 15. Положение об информационной политике АО «КазАгроИнновация»information, keeping reasonable balance between openness of the Company andaspiration not to inflict harm to it interests. 28. At employment agreement with officials and employees of the Companyin obligatory order including conditions about non-disclosure of confidentialinformation. 9. COMPETENCE AND RESPONSIBILITY OF EMPLOYEES OF THE COMPANY 29. Committee confirms Statement about information policy of the Company,and also defines order of information disclosure and protection, composing official,commercial or other secret protected by legislation of Kazakhstan Republic. 30. Executive agency reconsiders and improves Information policy realizesdisclosure and protection of information about activity of the Company accordingrequirements of legislation of Kazakhstan Republic and inner regulatorydocuments of the Company. 31. Company in established order provides timely providing of information,and also support of high level of information transparency of the Company. 32. Service of inner audit in case of necessity conducts examination ofobservation of requirements of legislation of Kazakhstan Republic and documentsof the Company in part of information disclosure, it safety and protection. 33. Responsibility for information sharing about activity of the Companybears executive agency, by which decision there establishes order of informationsharing for Unique stockholder. Employees of the Company bear responsibility for 15
  16. 16. Положение об информационной политике АО «КазАгроИнновация»disclosure, and also safety and protection of information about activity of theCompany in order, defined by laws of Kazakhstan Republic. 10. CONCLUDING STATEMENTS 34. Control for observation of present Statement realizes by executive agencyof the Company. 35. Present Statement comes into effect from the day of confirmation of it byCommittee of directors. 36. Committee of directors has right to charge information about observation ofpresent Statement and legislation of Kazakhstan Republic in part of informationdisclosure by Company. 37. Statement about information policy and introduction of changes andadditions confirms by Committee directors. 38. Questions which are not regulated by present Statement were regulated byKazakhstan Republic, Statement of the Company and decisions of Committee ofdirectors. 39. If in result of changing legislation of Kazakhstan Republic some individualnorms of present Statement come into collision with them, these norms falls intoground and to the moment of introduction changes in present Statement rules bylegislation of Kazakhstan Republic. ______________________________________ 16
  17. 17. Положение об информационной политике АО «КазАгроИнновация»disclosure, and also safety and protection of information about activity of theCompany in order, defined by laws of Kazakhstan Republic. 10. CONCLUDING STATEMENTS 34. Control for observation of present Statement realizes by executive agencyof the Company. 35. Present Statement comes into effect from the day of confirmation of it byCommittee of directors. 36. Committee of directors has right to charge information about observation ofpresent Statement and legislation of Kazakhstan Republic in part of informationdisclosure by Company. 37. Statement about information policy and introduction of changes andadditions confirms by Committee directors. 38. Questions which are not regulated by present Statement were regulated byKazakhstan Republic, Statement of the Company and decisions of Committee ofdirectors. 39. If in result of changing legislation of Kazakhstan Republic some individualnorms of present Statement come into collision with them, these norms falls intoground and to the moment of introduction changes in present Statement rules bylegislation of Kazakhstan Republic. ______________________________________ 16
  18. 18. Положение об информационной политике АО «КазАгроИнновация»disclosure, and also safety and protection of information about activity of theCompany in order, defined by laws of Kazakhstan Republic. 10. CONCLUDING STATEMENTS 34. Control for observation of present Statement realizes by executive agencyof the Company. 35. Present Statement comes into effect from the day of confirmation of it byCommittee of directors. 36. Committee of directors has right to charge information about observation ofpresent Statement and legislation of Kazakhstan Republic in part of informationdisclosure by Company. 37. Statement about information policy and introduction of changes andadditions confirms by Committee directors. 38. Questions which are not regulated by present Statement were regulated byKazakhstan Republic, Statement of the Company and decisions of Committee ofdirectors. 39. If in result of changing legislation of Kazakhstan Republic some individualnorms of present Statement come into collision with them, these norms falls intoground and to the moment of introduction changes in present Statement rules bylegislation of Kazakhstan Republic. ______________________________________ 16

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