Corporate governance
Information on the activities of the Board of Directors
The Board of Directors of the Corporation is the management body that exercises general management of the activities of the Corporation and control over the executive body of the Corporation, with the exception of issues referred to by the Law of the Republic of Kazakhstan “On Joint Stock Companies” and/or the Charter of the Corporation to the exclusive competence of the Sole Shareholder of the Corporation. He is also responsible for the strategic direction and oversight of the implementation of sustainable development, focusing on the following issues:
- Determining the Corporation's development strategy, including directions and results.
- Setting and monitoring key performance indicators of the Development Plan.
- Organization and supervision of the effective functioning of risk management, internal control and corporate governance systems.
- Approval and monitoring of the effective implementation of key strategic projects within the competence of the Board of Directors.
- Election, remuneration, succession planning and oversight of the Board.
The Board of Directors of the Corporation carries out its activities in accordance with the Law of the Republic of Kazakhstan dated May 13, 2003 No. 415-II “On Joint Stock Companies”, other regulatory legal acts of the Republic of Kazakhstan, the Charter of the Corporation, the Code of Corporate Governance of the Corporation, decisions of the Sole Shareholder and other documents of the Corporation, in order to implement the assigned tasks in the field of financing agricultural entities with minimal legal, financial and reputational risks in the interests of the Sole Shareholder, presented by the Holding.
The composition of the Board of Directors is balanced in terms of the qualifications of its members, their experience, knowledge and business qualities and enjoys the confidence of the Sole Shareholder.
Members of the Board of Directors have an impeccable business reputation, knowledge, skills and experience in the field of agriculture, economics and business management, as well as in jurisprudence.
As of December 31, 2024, the Board of Directors consists of 7 people, of which 3 members (43%) are independent directors. This helps ensure independence of decisions and fair treatment of all stakeholders in accordance with the interests of the Corporation.
The priority criterion for selecting independent directors is their professionalism and independence to make objective decisions, free from the influence of parties. Independent directors actively share their experience and knowledge to apply the standards of best global practice in the Corporation. They chair Board Committees and bring international management experience. Independent directors actively participate in discussions of issues where there may be a conflict of interest, such as preparing financial and non-financial statements, entering into transactions, nominating candidates to the executive body and determining remuneration for members of the executive body.
In 2024, 22 in-person meetings of the Board of Directors were held. The meetings were held with a quorum.
45 meetings of committees of the Board of Directors were held, attendance was 100%.
Corporate documents
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Amendments to the Charter of the joint-stock company "Agrarian Credit Corporation"
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Changes and additions made to the Charter of the joint-stock company "Agrarian Credit Corporation"
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Charter of the joint-stock company "Agrarian Credit Corporation"
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Regulations on the Audit and Risk Committee of the Board of Directors of JSC "Agrarian Credit Corporation"
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Regulations of the Committee on Personnel, Remuneration and Social Issues of the Board of Directors of JSC "Agrarian Credit Corporation"
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Regulations on the Committee for Strategic Planning and Corporate Development of the Board of Directors of JSC "Agrarian Credit Corporation"
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Regulations on the Board of Directors of JSC "Agrarian Credit Corporation"
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Corporate Governance Code of JSC ACC dated May 20, 2022
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Code of Business Ethics of JSC ACC amended. from 01.10.2024
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JSC ACC Anti-Corruption Policy
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Policy for organizing external audit at JSC Agrarian Credit Corporation dated 02/15/2022
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Risk management policy of JSC Agrarian Credit Corporation dated December 26, 2022.
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Lending conditions for food programs as amended on June 12, 2026.
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Human Rights Policy of JSC ACC
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Environmental and social policy of JSC ACC amended. from 08/29/2023
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Regulations on the disclosure and storage of information at JSC ACC amended. from 11/23/2022
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Regulations on ACC's dividend policy dated 11/10/21
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JSC ACC policy in the field of sustainable development as amended on January 30, 2024
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Green finance policy
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Regulations on ACC's dividend policy
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Risk management policy of the joint-stock company "Agrarian Credit Corporation"
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Instructions for labor protection, safety and fire safety equipment. from 12/29/2021
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Instructions for organizing and conducting procurement of goods and materials amended. from 05/27/2024
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Development strategy of JSC Agrarian Credit Corporation 2024-2033. from 07/30/2025
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Rules for the formation and recording of information on affiliates and persons, communications of persons related to 09/15/2023
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Report on the results of corporate governance diagnostics
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Rules for internal control over the dissemination and execution of insider information of JSC "Agrarian Credit Corporation"
Quality Policy
Joint Stock Company "Agrarian Credit Corporation" (hereinafter - the Company), integrally following in its activities the promotion of sustainable development of the agro-industrial complex of the Republic of Kazakhstan by creating an accessible and effective financing system, guided by the principles of the quality management system (QMS) proclaimed in ISO 9001, observing the requirements of regulatory legal acts of the Republic of Kazakhstan in the field of financing the agro-industrial complex, has developed a Development Strategy of JSC "Agrarian Credit Corporation" Corporation" for 2024-2033, the implementation of which will increase the number, volume and breadth of geographic coverage of financing of agricultural entities in rural areas, including through financial institutions, and will also help create conditions for redirecting funds from financial institutions to agriculture, will create an effective model of the Company's activities, increase the transparency of corporate governance and the speed of decision-making to meet the needs of the Company's clients.
The company has defined its main activities as:
- formation of an accessible and effective financing system;
- promoting the development of competitive business;
- increasing the efficiency of the Company's activities.
To implement strategic areas of activity, the Company's senior management undertakes the following obligations:
- 01 Make timely and informed decisions and allocate the necessary resources
- 02 Respect the rights of shareholders, investors and other interested parties
- 03 Improve the performance management system (by ensuring the construction of a balanced system of key performance indicators and their further cascading from strategic to functional and operational levels)
- 04 Improve the quality management system to achieve set goals and objectives
- 05 Improve an effective risk management system
- 06 Increase the competencies of personnel in key areas of activity to achieve the strategic goals of the Company
The Company's senior management takes responsibility for the implementation of this Policy, constant analysis of the Policy for compliance with new challenges and opportunities, and increasing the effectiveness of the quality management system.
The Company's senior management highly values the commitment, initiative and professionalism of its personnel and hopes to maintain this Policy at all levels.
Approved by order of the Chairman of the Management Board of Agricultural Credit Corporation JSC dated February 19, 2024 No. 1667-O
Certificate
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Certificates Agrocredit Corporation
External audit
Name of external auditor
KPMG Audit LLP.
External Audit Policy
The purpose of the Policy is to organize effective activities to attract an external auditor, implement generally accepted procedures for their selection, ensure that the Company’s external auditors maintain their independence status when providing audit and non-audit services and avoid conflicts of interest.
List of services provided by the external auditor, in addition to audit services
KPMG Audit LLP provides services only for auditing financial statements.
Description of the process of appointing an external auditor and the interaction of company bodies with him
In accordance with the legislation of the Republic of Kazakhstan and in the manner prescribed by the Company’s internal document regulating the procurement of goods, works and services, the following procedures are carried out:
- Carrying out procurement procedures for external auditor services
- Determination of the external auditor and the amount of payment for his services
- Conclusion of an audit agreement
The audit agreement is concluded in accordance with the requirements of the legislation of the Republic of Kazakhstan and the internal documents of the Company.
Length of relationship with external auditor
The company entered into a contractual relationship with KPMG Audit LLP to conduct an audit of financial statements for 2024-2025-2026 on the basis of concluded agreement No. 010340000953EEP2405038/00 dated June 3, 2024.
Procedures and rules regarding maintaining the independence of the external auditor are prescribed in the Company’s internal regulatory document “Policy for organizing external audit at JSC Agrarian Credit Corporation”.
Compliance and anti-corruption
Agricultural Credit Corporation JSC highly values its reputation as a reliable and transparent institution for the development of the agro-industrial complex and understands that clients expect honest, fair and impartial implementation by the Company of its tasks and implementation of government policy.
For this purpose, the Agricultural Credit Corporation JSC has created an Anti-Corruption Compliance Service, which ensures control over the Company’s compliance with the legislation of the Republic of Kazakhstan, internal and external rules, procedures, basic moral and ethical principles of doing business and the corporate governance system.
The main functions of compliance are: preventing and combating the legalization (laundering) of income obtained illegally by financing terrorism, as well as identifying and preventing corruption; effective resolution of conflicts of interest; control over compliance by the Company's employees with the requirements of professional ethics.
In September 2022, Agricultural Credit Corporation JSC became the first of the subsidiaries of Baiterek Holding to undergo a certification audit of the anti-corruption management system ISO 37001. The management system and anti-corruption policy help reduce corruption risks, increase business reliability and authority of the organization. Based on the results of the audit, a Certificate and a trademark of the certification body were obtained. This standard is aimed at preventing bribery, increasing competitiveness and trust from customers and the public, ensuring a healthy functioning and competitive environment for the Company and all stakeholders while strengthening corporate culture.
The anti-bribery management system is certified according to ISO 37001:2016 (CERT International, certificate No. ABMS-0624/B, valid until 08/23/2028).
View certificateThe systems of anti-corruption measures in the Company are:/ESG in the following key processes:
- anti-corruption monitoring;
- corruption risk analysis;
- formation of an anti-corruption culture;
- identification of corruption-related norms in the preparation of internal regulatory documents of the Company;
- formation and compliance with anti-corruption standards;
- preventing and resolving conflicts of interest.
Order No. 12 of the Chairman of the Agency of the Republic of Kazakhstan for Civil Service Affairs and Anti-Corruption dated October 19, 2016 approved the Standard Rules for Conducting an Internal Analysis of Corruption Risks, according to which, from June 10 to June 30, 2022, a working group created by order of the Chairman of the Board of the Company conducted an internal analysis of the Company’s corruption risks for the period from January 1, 2021 to December 31, 2021 year. As a result of which, in the regulatory legal acts affecting the activities of the Company, discretionary powers and norms conducive to the commission of corruption offenses have not been identified; In the organizational and managerial activities of the division, inconsistencies were identified between the qualification requirements of job descriptions and the qualification requirements of the unified classification directory of positions, as well as non-timely updating of job descriptions of employees of Agrarian Credit Corporation JSC.
Based on the results of the analysis, the recommendations issued were implemented, job descriptions were updated, and by order of the Chairman of the Board, a responsible person/SP was identified for the timely development and updating of job descriptions for employees of Agrarian Credit Corporation JSC.
In order to prevent, prevent or identify facts of corruption/fraud, employees and clients of Agricultural Credit Corporation JSC can inform the Anti-Corruption Compliance Service/Security Department, which ensure confidentiality:
Helpline
+7 775 007 27 01Working hours: from 9-00 to 18-30, break: from 13-00 to 14-30. Sat, Sun – days off.
Attached documents
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Procedure for combating fraud in JSC Agrarian Credit Corporation
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Memo for borrowers
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Anti-corruption policy of Agrarian Credit Corporation JSC
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Information on the results of the analysis of corruption risks within the framework of the ongoing “Audit of the processes of accepting and sending applications for revision, examination of projects and decision-making for financing”
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Regulations on the Anti-Corruption Compliance Service of Agrarian Credit Corporation JSC dated August 10, 2022
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Information on the implementation of the compliance program for 2025
Disclosure
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Information on the income of officials of Agrarian Credit Corporation JSC
Ombudsman
Ombudsman is a person appointed by the Board of Directors of Agricultural Credit Corporation JSC, whose role is to advise the Corporation’s employees, participants in labor disputes, conflicts and assist them in developing a mutually acceptable, constructive and implementable solution, taking into account compliance with the laws of the Republic of Kazakhstan (including confidentiality if necessary), providing assistance in solving problematic social and labor issues, as well as in observing the principles of business ethics by employees Corporations.
The main functions of the Ombudsman are:
- collecting information about non-compliance with the provisions of the Code of Business Ethics;
- providing advice to employees and participants in labor disputes who contact him;
- consideration of appeals from employees of the Corporation regarding actions (inactions) of employees and decisions (acts) made by officials of the Corporation;
- providing assistance to the Corporation's employees in resolving conflicts (disputes) at an early stage before they are referred to judicial authorities or out-of-court settlements;
- providing recommendations to officials of the Corporation for resolving conflicts (disputes) on received requests;
- development of recommendations for resolving and preventing conflicts (disputes) of a systemic nature;
- holding the necessary meetings, meetings, consultations, discussions with the Corporation’s employees, representatives of government bodies and organizations, as well as listening to the Corporation’s employees on received requests.
The Ombudsman of the Corporation is Koshkimbaev Niyaz Zhenisovich, Managing Director of JSC National Investment Holding Baiterek.
Regarding violations of labor laws by any employee and official of the Corporation, internal procedures and provisions of the Code of Business Ethics of the Corporation, as well as facts and situations that may lead to a corporate conflict and conflict of interest, please contact the Corporation Ombudsman through the following communication channels:
Phone
+7 (7172) 91 91 03Email address
n.koshkimbayev@baiterek.gov.kzPostal address
010000, Republic of Kazakhstan, Z05T3E2, Astana city, Yesil district, Mangilik El Ave., building 55A.