TauKen Group Ltd.
This Board Charter and Committee Terms of Reference ("the Charter") sets out roles, responsibilities, composition, and governance principles of the Board of Directors and committees at TauKen Group Ltd. Ensures effective oversight, strategic leadership, and compliance with Kazakhstan and UK frameworks.
Kazakhstan: Law on Joint Stock Companies (2003), Law on Combating Corruption (2015), Law on Accounting (2007).
UK: Companies Act 2006, UK Corporate Governance Code, Bribery Act 2010, Equality Act 2010, Modern Slavery Act 2015.
Responsible for overall governance, strategic direction, and long-term success. Acts in best interests of company, shareholders, stakeholders. Ensures ethical, transparent operation per applicable laws.
Mix of executive and non-executive directors, at least two independent. Chairperson is non-executive, not Managing Partner. Appointed based on merit, experience, diversity. Terms up to 3 years, re-electable.
Approve strategy, budget, business plan; oversee financial performance; ensure compliance; approve major investments; monitor risk management; appoint/evaluate Managing Partner; oversee ESG; approve key policies.
Minimum 4 meetings/year. Quorum: majority including one independent. Majority vote; Chairperson has casting vote. Minutes recorded and approved. Directors attend all meetings.
7.1 Audit & Risk Committee: Oversees financial reporting, controls, risk, compliance. Min 3 non-exec, chaired by independent with financial expertise.
7.2 ESG & Compliance Committee: Monitors ESG performance, regulatory compliance. 3+ members, one exec, one independent.
7.3 Remuneration & Nominations Committee: Oversees remuneration, succession, board appointments. Min 3 non-exec, chaired by independent.
Act in good faith, company's best interest; exercise independent judgement, reasonable care; avoid conflicts; declare interests; comply with Code of Ethics; maintain confidentiality.
Annual self-evaluation of Board and committee performance. Independent evaluations every 3 years. Ongoing training on legal duties, governance, ESG, sector developments.
Charter and Terms reviewed annually, updated for legislative changes, restructuring, audit recommendations, stakeholder feedback. Amendments approved by Board and communicated.
