The Executive Board (“EB”) is a collective or sole body which is part of an organizational structure alongside with General Meeting of Shareholders (“GM”) and the Board of Directors (“BoD”).  The collective EB is represented by its Direction and the sole EB acts through its General Director.

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Division of Duties: The EB is responsible for the day-to-day business of the Company. The competence of the EB consists of all matters not related to competence of the GM and BoD. Decisions of the EB shall be executed via Minutes to be signed by all the EB members at the EB Meeting. An EB member shall not transfer its right to vote to another person, including another EB member. The EB is obliged to execute decisions of the GM and the BoD.

Composition: The employees of the Company who are not Shareholders can act as EB members. The number and quantitative composition of the EB members shall be defined by the BoD. No EB member can act as BoD member also, except for the Chairman of the EB and the General Director.

Appointment/Dismissal Competence: The EB members shall be appointed by the BoD. The term of offices shall be fixed by the BoD. The BoD is entitled to early terminate the term. The procedure for appointment, reappointment and termination of the EB shall be provided in the constituent documents of the Company. 

Alternates: In case of absence, the BoD may appoint an authorized person to perform the duties of the absent EB member. 

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Kazakhstan on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Centil Law before actually changing any board members in Kazakhstan.