кодекс корп этики ао каи

Approved by

Decree of Government

«KazAgroInnovation» JSC

dated on June «1» 2012

Protocol № 6

Confirmed

by Decree of Committee of directors

«KazAgroInnovation» JSC

dated on July «2» 2012

Protocol № 11

CODE

of corporate governance for joint-stock company

«KazAgroInnovation»

Content:

1. General statements 3

2. Assets and principles of corporative ethics 5

3. Norms of corporate governance 7

3.1. Ethics of relations for officials and employees of the Company 7

3.2. Ethics of relations with Unique stockholder 9

3.3. Ethics of relations with government agencies 10

3.4. Ethics of relations with branch organizations 10

3.5. Ethics of relations with business partners 10

3.6. Ethics of relations with society 11

3.7. Ethics of relations with Mass media 11

4. Rules of business behavior at Company 12

4.1. Relations with colleagues 12

4.2. Relations between guidance and employees 13

4.3. Corporate culture 13

4.3.1. Personal appearance of employees and ethics of conduct of

negotiations

13

4.3.2. Corporate parties 14

5. Confidentiality 15

6. Conflict of objectives 15

7. Responsibility 16

8. Rules and responsibilities of Ombudsman 16

9. Practical application 17

10. Explanation and studying with Code 18

2

Кодекс корпоративной этикиАО «КазАгроИнновация»

11. Conclusion 18

1. GENERAL CONDITIONS

1. Present Code of corporate governance of «KazAgroInnovation» JSC (further

– Code) was developed according to the conditions of acting legislation of legislation

of Kazakhstan Republic, inner regulatory documents of «KazAgroInnovation» JSC

(further - Society), including Code of corporate governance, and establishes centring

values and principles of corporate\business governance, standards of ethics of

corporate/business relations.

2. Purpose of present Code is:

1) Strengthening of key values, principles, rules and norms of business ethics

and behavior, by which officials and employees of the Company conforms in it

activity as at acceptance of strategically important decision so in daily situations;

2) development of one corporate culture, based on high ethic standards,

support in collective the atmosphere of confidence of mutual respect and

respectability;

3) uniform understanding and execution of norms of business ethics, accepted

in Company by all employees without distinction of development of position held;

4) extension and saving of confidentiality to Company on the part of business

community, reputation, strengthening of reputation for opened and honest participant

of the market;

5) Assistance of effective interaction with concerned parties.

3. Code uses together with other inner regulatory documents of the Company

and reflects activity of the officials and employees of the Company in terms of using

norms and principles of business ethics and business behavior.

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4. List of pointed norms and principles are not irrefragable and can be

comprehensive specified, changed and added in case of appearance of some terms of

reference or liabilities.

5. Code provisions extend for officials and all employees of the Company

without distinction of hold position. Consecution of principles of corporate

management and transparency provides to more active participation of the Company

in realization of government policy in agricultural sector by provision of effective

development of agroindustrial complex through increasing of productivity of

scientific activity, and also assists to formation and development of positive corporate

culture, leads to consolidation of reputation and authority of the Company and are the

deposit of successful development of the Company in future.

6. Following definitions and abbreviations uses in Code:

1) Company – joint-stock company «KazAgroInnovation»;

2) Business ethics – it is composite of ethic principles and norms of business

communication, which conforms in it Company, it officials and employees; Official

– Chairman and deputies of Chairman of the Board, Chairman and members of

Committee of directors, managing directors of the Company;

3) One shareholder – Ministry of agriculture of Kazakhstan Republic, the

highest agency of the Company according to legislation of Kazakhstan Republic;

4) Concerned individual – physical and juridical persons, entrant in с

Обществом;

5) Code – present Code of business ethics of Code of business ethics of

joint-stock company «KazAgroInnovation»;

Conflict of objectives – situation, in which private interest for official or employee

of the Company influence or can influence to unprejudiced execution employment

duties;

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6) Corporate culture – is a specific values for Общества values, principles,

norms of behavior and relations;

7) Corporate secretary – employee of the Company, which is Company, is

not a member of Committee of directors or Company, which assigned as Committee

of directors and affiliated to the Committee of directors of the Company, and also in

the context of activity controls preparing and conduction of sessions of the

Committee of directors of the Company, provides formation of materials on

questions which were submitted for consideration of one stockholder and materials

for session of Committee of directors of the Company, leads control for providing

access for them;

8) Employee – physical person, composed in labor relations with Company

and immediately executing work on labor agreement.

9) Corporate social responsibility – execution of voluntary accepted

liabilities, which meets mutual interests of the Company, government and business;

10) Ombudsman – appointed by Committee of directors of the Company

person (supposedly from number of employees) encourages implementation and

observance in Company of business ethics principles.

7. Society accepts and follows statements of present Code in relations with

one stockholder, officials, employees, branch organizations, government agencies,

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partners, other concerned parties, as for accepting of strategically important business

decisions, so in daily situations which meet officials and employees.

2. VALUES AND PRINCIPLES OF CORPORATE GOVERNANCE

8. Foundational corporate values on the base of which forms Company

activity, are:

1) Competence and professionalism

Primarily result of the work of the Company must be flawless in the context of

professionalism. Officials and employees of Company. Officials and employees of

the Company must have highest professional education, work experience, ability of

taking responsible decisions. Company not only sets missions, but creates conditions

for their employees, which allow increasing level of professional skills and

knowledge to realize it professional creative facilities, develop potential, to have

perspective of career growth.

Company estimates in it employees and it work:

Orientation on achievement of strategic purposes of the Company;

Professionalism in it activity and aspiration to increase it professional level;

Initiative and activity in the performance of official duties;

Discipline state and responsibility;

Mutual support of employees, making assistance to young specialists of the

Company and respect of it veterans.

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2) Honesty and impartiality

Honesty and impartiality – «basis» of Company activity it business reputation.

Company prevents conflict between private interests and professional activity.

Deception, reticence and false announce are not compatible with status of official

party and employee of the Company.

3) Responsibility

Responsibility – guarantee of the quality of Company activity. Company brings

responsibility on taken liabilities, established requirements of Kazakhstan Republic

legislation, contractual relationship, traditions of business rotation and moral and

ethic principles. Company realizes it social responsibility before state and society

(property).

4) Demonstrativeness

Company strives to maximal demonstrativeness and reliability of information,

about Company, services and gains, results of activity. Company activity directed on

honest and timely information of one stockholder and partners about state of affairs,

to increase transparence and accessibility on base of improvement of quality

accounting according to legislation of Kazakhstan Republic. At once Company see

after information and data, comprising commercial, service and other secret protected

by legislation of Kazakhstan Republic.

5) Respect of human personality

Employees and partners of the Company have a right to honest and fair attitude

irrespectively race, language, political and religious convictions, national and culture

and sex attribute.

7


6) Nationalism

Imposed on Company high confidence from the side of state and it social

responsibility generates feeling of nationalism and striving to make development of

national economics and provision of maximal profits for state.

9. At execution of it activity Company:

1) Observe the regulations of legislation of Kazakhstan Republic, executes

decisions of the one stockholder Committee of directors and state agencies and other

documents, which refers to Company activity;

2) provides observance and rights respect, honor and dignities of human and

citizen notwithstanding origin, social, property and business position, gender, race,

nationality, language, religion attitude, convictions, habitation or other

circumstances;

3) To respect symbols of the state – Emblem, Flag, Anthem;

4) To respect corporate symbolics of the Company;

5) Observe generally accepted moral and ethic norms, respectively to state and

other languages, traditions of all nations;

6) Acts right and conscientiously doesn’t accept bribe and analogous vicious

business practice and also practice of giving gifts and receiving gifts except accepted

in business practice (herewith such presents can’t be significant and can’t be gifted\

accepted often);

7) To apply to officials and employees treat with justice, with respect and

observation of ethics norms;

8) Strives to make all his relations with interested parties are mutually

profitable;

9) Shows respect and carefully treats to property of the Company and

environment.

8


10.Effective organization of work was built on execution of mutual rights

between Company and all concerned parties. Observation of mutual rights –

necessary condition of constructive work.

3. NORMS OF CORPORATE ETHICS

3.1. ETHICS OF MUTUAL RELATIONS OF OFFICIALS AND

EMPLOYEES OF THE COMPANY

11. Officials and employees of the Company undertook responsibilities to

execute professional functions conscientiously and reasonably in interests of the

Company and one stockholder, avoiding conflict of interests.

12. Officials of the Company for achieving of strategic purposes of the

Company take business decisions taking into account of foundational values and

principles of business ethic, and bring provided acting legislation of Kazakhstan

Republic and inner regulatory documents of the Company responsibility for

realization of tasks, which set to them.

13. Officials and employees of the Company at execution of discharge duties

Общества must be based on interests of the Company, and not by personal

relationships or personal profit.

14. Every employee must be conscientiously to follow principles, providing in

present Code, to observe requirements of labor and collective agreements, rights of

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inner labor order, official instructions and other inner regulatory documents of the

company and also to realize it personal responsibility for it breakdown or

nonobservance.

15. At process of hire for job of new employees the Company refers to

legislation of Kazakhstan Republic and requirements of inner regulatory documents

of the Company, gives preference which have more high qualification and

professional skill and doesn’t admits no discrimination, by some features. Selection

and promoting of stuff realizes exceptionally on base of professional abilities,

knowledge and skills according to inner regulatory documents of the Company,

except some discrimination demonstrations on gender, race, political, religious and

other equal motives.

16. Company encourages employees, who are striving to self-education and

professional development, and creates equal and optimal conditions for extension of

qualification of employees from all levels according programs of education and

professional development of employees.

17. Politics in sphere of award bases on admitting of professional qualities of

employees, results of labor, and achievement of key indicators of activity and

suggesting of social package in purpose of motivation according to inner regulatory

documents of the Company.

18. Politics of the Company in sphere of safety and labor protection provides

supply and constant improvement of healthy and safe conditions of labor for

employees.

19. Officials and employees of the Company must provide creation of

sustainable and positive situation in collective by its attitudinal and behavior. In the

Company doesn’t admit providing of some privileges and facilities of legislation of

Kazakhstan Republic and\or regulatory documents of the Company, at obligatory

providing of equal possibilities.

20. Officials and employees of the Company must exert every effort for high-

10


professional work, to treat with due care to property of Company, rationally and

effectively use it.

21. Company brings responsibility for accepting decisions, free from conflict

rise of interests at any stage of this process from official party to any employee,

taking decision.

22. Officials and employees of the Company must to carry themselves to not

admit the situation in which conflict rise not concerning itself (or connected with

itself parties) not concerning other.

23. Officials and employees timely perform to each other authentic

information, without breakdown without norms of confidentiality and with account of

decisions of one stockholder and Committee of directors and also inner regulatory

documents of the Company. Taking decisions by officials of the Company must be

based on principles of transparency and adequateness.

24.Officials must urgently inform about any commercial or other interest

(straight or circumstantial) at bargains, agreements, project, connected with Company,

or in the context of other questions in order, established by inner regulatory


25. Officials must urgently inform in written form structural subdivision of the

Company, which answer to supply of lists of affiliated parties into authorized state

agency, about execution of work and\or taking positions in other organizations, about

changing of constant (basic) place of work service, entrepreneur activity and etc.)

26. Officials must timely inform immediate supervisor or line management and

can refuse from participation in discussion and voting on questions, in solving of

which there is an interest.

27. Officials and employees regardless from it status and position for

execution of it functional responsibilities have no rule to accept:

1) Reward in form of money, services and other forms from organizations and

physical parties, in which they doesn’t execute corresponding functions;

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2) Gifts or services from parties, dependent by virtue of employment, except

symbolic courtesies and symbolic souvenirs according to generally accepted norms

of politeness and hospitality or at conduction of protocol and other official measures.

30. It is prohibited for officials and employees to compromise commercial,

official and other secret protected by legislation of Kazakhstan Republic, except

cases, when requirement about providing of this information was established by

legislation of Kazakhstan Republic, and also use information for personal advantage.

These norms regulates by inner statements about commercial and official secret and

other documents of the Company.

31. Officials and employees must observe rights, order and procedures

providing by inner regulatory documents of the Company and connected with mode

of safety and work with confidential information of the Company.

32. Every employee must not to admit in relationship with colleagues and

partners discrimination on gender, age, racial, political, and religious other such

motives.

33. Any situations which lead to rights breakdown must be considered

according to norms of legislation of Kazakhstan Republic and inner regulatory


34. Officials and employees of the Company must not to admit public

speaking, pronouncements or interview for any themes from name of Company

without direct errand of management or directly providing authorities.

35. Officials of the Company, management of structural subdivisions of all

levels must be accepted managing decisions which corresponds to requirements of

Code, moreover must be striving individual example to show adherence of statements

of Code, to pay attention for consultations and mentoring, cohesiveness of the

collective into team, united by one mission, corporate values and principles.

3.2. ETHICS OF MUTUAL RELATIONS

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WITH ONE STOCKHOLDER

36. Vision of one stockholder is the core of strategy of Company development

strategy, for development and realization of which Committee and Governance of the

Company are responsible.

37. System of mutual relations between Governance, Committee of directors

and one stockholder was based on principles according to requirements of legislation

of Kazakhstan Republic, Statute and internal documents, and also statements of Code

of corporate management of the Company. Company establishes procedures in

respect to own mutual relations with one stockholder.

38. Order of information exchange between Government, Committee of

directors of the Company and one stockholder regulates by legislation of Kazakhstan

Republic, Statute and internal documents of the Company.

3.3. ETHICS OF MUTUAL RELATIONS WITH GOVERNMENT

AGENCIES

39. Company realizes mutual relations with government agencies according to

requirements of legislation of Kazakhstan Republic, Statute and internal regulatory

documents of the Company, and also statements of code of corporate management of

the Company, on the base of detachment of parties. Company doesn’t admit for

achievement of their purposes of lawless attempts to make influence on solution of

government agencies.

40. Company makes efforts for non-admission of corruption and other illegal

actions, as from the side of government agencies so from the side of officials and

employees of the Company.

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3.4. ETHICS OF MUTUAL RELATIONS WITH BRANCH

ORGANIZATIONS

41. Company realizes mutual relations with branch organizations of the

Company according to requirements of legislation of Kazakhstan Republic, Statute

and internal regulatory documents of the Company, Statutes of branch organizations,

and also statements of Code of corporate management of Company.

3.5. ETHICS OF MUTUAL RELATIONS WITH BUSINESS PARTNERS

42. Company cooperates with business partners on principles of mutual profit,

transparency and full responsibility for accepted responsibilities according to

conditions of agreements.

43. Company observe conditions of agreements\contracts with business

partners and executes own responsibilities towards them.

44. Company guarantees timely and full consideration of all appeals desires

and claims of partners. In case of outbreak of differences and disputes, gives

preference to negotiations and search of compromises.

45. Company realizes selection of supplier of goods and services which

suggest minimum prices, the best quality, conditions of supply and services, which

has good reputation, according legislation of Kazakhstan Republic.

46. Company adheres to honest and free competition and condemns all

exertions of unfair competition, which can not only negatively affect on reputation,

but to shatter confidence of partners to Company.

47. Company doesn’t admit in own activity supply to business partners of

groundless facilities and privileges.

3.6. ETHICS OF MUTUAL RELATIONS WITH PUBLIC

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48. Company realizes all social responsibility before public.

49. Company strives to make positive influence on solution of socially

significant questions.

50. Company strives to service for society, support programs, directed on

extension of knowledge level and education of population in region, and other social

programs.

51. Company considers itself as inherent element of social sphere, in which he

works and with which he strives to establish relations, based on principles of respect,

trust, honesty and justice.

52. Company aspires to create new working places and to increase professional

qualification of employees.

53. Company strives to establish constructive relations with organizations

(social, non-governmental and other), with purpose of improvement of social relations,

decrease of impact of own manufacturing activity

on environment, health protection and providing of safety of employees labor of the

Company.

54. Company undertakes commitments to refuse from cooperation with

juridical and physical parties with doubtful reputation.

55. Social responsibility realizes in the context of legislation of Kazakhstan

Republic, Statute and internal regulatory documents of the Company, and also is

subject to statements of Code of corporate social responsibility of the Company.

3.7. ETHICS OF MUTUAL RELATIONS WITH MASS MEDIA

56. Information policy of the Company provides creation of possibility of

getting free and easy access to information about Company. At corporate web-site of

Company (http://www.agroinnovations.kz) at public mode there was placed

information about Company, it activity, corporate management, branch organizations,

15


http://www.agroinnovations.kz/

and also about stuff policy, contacts data and etc.

57. Company enforces high standards with interaction with mass media.

58. Data concerning Company has right to provide management of the

Company to mass media.

59. Employees of the Company, providing data to mass media brings personal

responsibility for it authenticity and lack of data, comprising commercial and\or

official secret and also data of confidential character.

60. Employees of the Company can provide information to mass media

concerning activity of the Company by errand or with permission of management of

the Company, with the approval of supervisory structure subdivisions, which brings

responsibility for cooperation with mass media.

61. Each employee must understand and always remember that any point if

view outspoken by him as employee of the Company or distributed information

immediately correlates with the Company, it image and influence on it reputation in

business community.

4. RULES OF BUSINESS BEHAVIOR IN SOCIETY

4.1. RELATIONS WITH COLLEAGUES

62. Relations between all employees of the Company are equal.

63. Relations in collective influence on mood of employees and their wish to

work, broadly defines results of Company work. Creating and supporting comfortable

working atmosphere, employees observe next norms and rules of business etiquette:

1) To respect each other;

2) Not to run errands which are not concerns to execution of service

responsibilities at working time;

3) Not to demonstrate to colleagues your bad mood;

16


4) Not to use obscenities, not to show intemperance and not to show

aggression;

5) Always to apologize for your incorrect behavior;

6) To help colleagues, to share your knowledge and skill;

7) Not to discuss personal or professional properties of colleagues;

8) To be polite and reasonable;

9) To be attentive to somebody’s opinion and constructive criticism.

4.2. MANAGEMENT-STAFF RELATIONS

64. Creation of constructive professional relations of management and staff is

necessary for daily effective work of the Company and for future development.

65. Leaders recommended observing next norms and rules of business

etiquette:

1) To show employees the example of good possession of norms and rules of

ethics and business etiquette;

2) Not to criticize employees in the presence of other employees, to make it

confidentially;

3) Can recognize before staff your own mistakes and not to persecute them for

constructive criticism towards yourself.

66. Observing of next norms and rules of etiquette was recommended to

employees:

1) Instantaneously inform immediate supervisor about reasons of absence at

work seat;

2) Not to answer in the presence of the colleagues for incorrect behavior of the

chief. If there is assurance of your rightness, it is necessary to ask for face-to-face

contact;

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3) To know by sight and by name the chiefs of the Company.

67. Present at labor activity out of Company employees must:

1) To notice immediate supervisor and chief of structural subdivision,

responsible for personnel policy of the Company about planning other payable

working practice in other organizations;

2) To formalize working relations combined duties according to legislation of

Kazakhstan Republic;

3) To realize other payable working practice in other organizations which

wouldn’t influence on execution of basic employment duties and to do damage for

image and interests of the Company;

4) To observe rules of saving commercial and other official information,

provided by legislation of Kazakhstan Republic сand internal regulatory documents

of the Company.

4.3. CORPORATE CULTURE

4.3.1. APPEARANCE OF EMPLOYEES AND ETHICS OF

NEGOTIATIONS

68. It is recommended for staff to adhere to norms of business style in choice

of clothes, shoes and hairdo, according to respectable and professional image of the

Company during execution of official responsibilities.

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69. It is necessary for officials to adhere rules of negotiating including

telephone conversations. Business negotiations must be hold in low and polite

profile.

70. Skill of officials to speak on the telephone with colleagues and business

partners makes creation of prosperous impression about Company altogether. When

speaking on the telephone it is necessary to remember that colleagues can be seat in

one placement and it is necessary to treat with due care to their work and not to divert

them with loud conversations.

With participation in the meeting, it is necessary to switch off cellular or set

silent profile.

4.3.2. CORPORATE EVENTS

71. One of important elements in formation of corporate culture is holding of

festive measures in collective. Birthday of the Company, New Year, international

Women Day, Nauryz, Constitution Day, Independence Day, Defender of the

Motherland Day, Day of science official and Day of agriculture official devotes to

traditional corporate events.

Festive measures commemorates at conference-hall, management of the

Company and their representatives congratulate especially distinguished in work

officials with missive letters, gifts, according order of award and encouragement of

officials of the Company. In case of celebration out of office block of the Company,

collective drives to culture and entertainment complex or to the country, outside

19


where the collective makes musical events, dances, national games and etc. At

individual cases, by initiative of management members of families are invited.

72. Celebration of children of officials of the Company, is traditional for

members of work collective. Formally congratulates management (birthday card,

bunch of flowers, congratulation on internal mail of the Company). For the rest

categories of officials the celebrations conducts in structural subdivisions. During

celebration of birthdays of the officials some reception standing is admissible (soft

drinks, fruits, cakes) out of hours (dinner break). Responsible structural subdivision

directs congratulation for birthday person from collective of the Company by internal

mail in Company. Gifts to officials presents according to personal wish of collective

members.

5. CONFIDENTIALITY

73.Confidential information of the Company admits information concern such

according to legislation of Kazakhstan Republic and internal regulatory documents of

the Company.

74. Any data of confidential character which officials have including

officials, keeps in secret, if legislation of Kazakhstan Republic wasn’t provided

another.

75. Employees, who have access for confidential information of the

Company, can’t share to each other, which have no access of such information, and

also any third parties out of the Company. Present limitations uses also during time,

established by internal regulatory documents of the Company, after dismissal.

76. Within working day and after completion when employee leaves it place,

he must be assure that at his working table or other readily available place there is no

documents which have confidential information. All such documents must be locked

20


in closets or boxes, and computer must be switched off or blocked. During talk with

partners all confidential information, at desktop of employee all confidential

information including information on desk-top must be visually inaccessible for

interlocutor.

77. Confidential information (in electronic, written or other form) must not

be taken out to limits of the Company without according errand of management of

the Company. At dismissal employee must leave in the Company all belong to

Company documents, files, computer diskettes (memory sticks and etc.) reports and

records, which compose information about company or information which is not

meant to wide range of people, and also all copies of documents, which compose this

information.

6. CONFLICT OF INTERESTS

78. Officials, as employees of the Company make all professional functions

conscientiously and reasonably with due care and circumspection in interests of the

Company and one stockholder, avoiding conflicts. Company realizes significance of

effective work of non-executive directors in the structure of Committee of directors

and thoroughly select candidates, which have necessary professional skill, flawless

business reputation and high level of personal ethic;

79. Reveal of conflict of interests and it adequate regulating is important

condition of interests’ protection of one stockholder and partners.

80. officials and employee of the Company and\or affiliated parties with

purpose of non-admission of interests:

1) Can’t use it in won interests or for deriving profit by possibilities, which

provided to him by corporate resources of the Company, management, employees of

the Company, it position and\or information, received in consequence of execution of

employment duties;

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2) Can’t be participated in consideration and solution of decisions on any

relations between Company and him, any affiliated party;

3) Can’t be participated in any activity, which can be potentially to the

conflicts of interest;

4) Must make efforts to make conflicts be solved in the context of present

legislation of Kazakhstan Republic with account of legal interests of parties, involved

into conflict;

5) Can’t accept any gifts or use profits connected with it activity in the

Company, from any third parties and also get some incomes or profits as execution of

functional duties, except incomes, received from Company. Company doesn’t admit

accepting of gifts or receiving profits, except symbolic souvenirs according to

generally accepted norms of politeness and hospitality, and also at conduction of

protocol and other official measures.

81. Settlement of conflict of interests in Company regimented by present Code

of corporate management and other internal regulatory documents of the Company.

7. RESPONSIBILITY

82. Observation of norms of present Code is obligatory for all officials and

employees of the Company. All facts of breakdown of ethic norms according to

present Code must be considered according to norms of legislation of Kazakhstan

Republic and internal regulatory documents.

8. RIGHTS AND DUTIES OF OMBUDSMAN

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83. Ombudsman appoints by Committee of directors one time a year of

employees of the Company, who have length of service in state and educational

enterprises.

Basic functions of Ombudsman are selection of data of nonobservance of

statement of Code, consultation of employees, consultation of officials on statements

of Code, initiation of consideration of disputes on breakdown of Code and

participation in it.

84. Ombudsman has a right:

1) Instigate conduction of procedures on execution of breakdowns of Code

statements, as on the base of appeals, so on own initiative;

2) To apply to employees and officials on questions of non-observance of Code;

3) To represent for employees and officials explanations and interpretation of

statements of Code.

85. Ombudsman must:

1) To provide jointly with Professional union of employees of Company

protection (in the context of established by labor legislation procedures) of

employees, for period of conduction of disputes on questions of Code breakdown, in

case of rise situation of it compulsory dismissal on cause of consideration of these

business initiation;

2) To take part at consideration of questions in respect to non-observance of

Code;

3) To conduct account of appeals of employees, officials, and also business

partners and interested parties on questions of non-observance of Code statements;

4) Within 5 (five) working days to provide explanations of Code statements to

employees of Company in case of appeal;

23


5) To observe independence and impartiality at participation of disputes

consideration on questions of non-observance of Code;

6) To provide anonymity of employee, official, who appealed on fact of

breakdown of Code statements (in case of desire of being anonymous).

9. PRACTICAL USING

86. Present Code is internal document of the Company, obligatory for

execution by officials and all employees without distinction of position.

87. Company encourages employees to open discussion of Code and

positively refers to any constructive suggestions on it improvement.

88. On questions concerning statements of Code and\or appeared at work

process ethic questions, and also by facts of breakdown of Code statements,

corruption and other illegal actions officials and employees of the Company, and also

business partners and interested parties have right to appeal:

1) To immediate supervisor, or to the next level to direct chief;

2) Ombudsman;

3) On electronic information system of the Company, presenting itself or

anonymously, for taking corresponding measures.

Rights of appealed party can not be detrimental to any method of appeal.

89. In case of reveal of circumstances of breakdown by officials and employees

of the Company, confirmed norms of business ethics, materials for accepting decision

directs to consideration of Commission on consideration of questions of

encouragement and using to employees of disciplinary action of the Company

(further - Commission) with obligatory participation of Ombudsman. Results of

consideration and accepted decisions informs to appealed party within 3 (three)

24


working days from the day of accepting decision by Commission.

90. Members of the Commission guarantees confidentiality of data

consideration about breakdown of Code statements.

10. EXPLANATION AND AWARENESS WITH CODE

94. Structural subdivision who responsible for development of Code provides in

respect to officials (at election of them into membership of according agency of the

Company) and chiefs of structural subdivisions of the Company – awareness with

code within 5 (five) working days from the day of it enactment.

In case of changing and adding of Code statements – awareness of structural

subdivisions and officials within 5 (five) working days from the day of it enactment.

Chiefs of structural subdivisions provide in respect to employees – awareness

with Code within 5 (five) working days from the day of it enactment.

Structural subdivision, responsible for personal policy of the Company provides

in respect to initiates – awareness with Code at employment.

95. Explanation of Code statements realizes by Ombudsman.

96. Code is open document and can be easily distributed by Company among

partners and other concerned parties.

11. CONCLUSION

97. Company realizes monitoring, conducts research, interrogations by theme

of corporate culture condition and business ethics level of officials and employees of

the Company.

98. Affirmation of Code falls within the ambit of Committee of directors of

Company. Committee of directors of Company only once in 2 years with purpose of

25


actualization and improvement reconsiders statements of present Code, analyzes in

which measure they uses at practice and also at necessity make changes and/or

additions.

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ethics of relations

principles of business

company influence

acceptedin company

norms of corporate governance

labor relations

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corporate culture134