13. FUNCTION AND POWERS OF BOARD AND CHIEF EXECUTIVE OFFICER

13.1. The Incorporated Organisation must be managed by the Board.

13.2. The Board may appoint a resident of the Republic of Kazakhstan to be the Incorporated Organisation’s Chief Executive Officer.

13.3. The Board may delegate any of its Functions to a committee of Founding Members or to a duly appointed Chief Executive Officer.

13.4. The Board has power to do all things necessary or convenient to be done for, or in connection with, the conduct of the Incorporated Organisation’s Authorised Activities, accountable to Founding Members. These powers include, but are not limited to, the following:

• (a) identifying strategic directions and/or objectives of the Incorporated Organisation and making strategic decisions affecting the future operation of the Incorporated Organisation;
• (b) monitoring the Chief Executive Officer’s performance against the Incorporated Organisation’s strategy, objectives and ensuring any necessary corrective action is taken;
• (c) overall management of the Incorporated Organisation’s activities without interfering in day-to-day operations of the Incorporated Organisation;
• (d) appointing and dismissing the Chief Executive Officer of the Incorporated Organisation;
• (e) exercising, within the Incorporated Organisation’s competence, other powers established by decisions of the Founding Members.

13.5. The Board may determine key responsibilities of the Chief Executive Officer in addition to the following:

• (a) to negotiate, sign and execute contracts, transactions, arrangements, and deals, of any kind or nature, with third parties in the name of the Incorporated Organisation, with the right to terminate and amend them as required from time to time;
• (b) to open, close and manage bank accounts for the Incorporated Organisation, to carry out banking transactions on behalf of the Incorporated Organisation (including, for example, the right to issue, sign and endorse cheques, draw voucher letters of credit, make transfers, obtain loans with or without security, and obtain bank facilities, bank guarantees and bank performance bonds) and to complete and sign all applications and Documents necessary for the conduct of the Incorporated Organisation’s Authorised Activities;
• (c) to employ Persons required for the conduct of the Incorporated Organisation’s

Authorised Activities, and to decide their remuneration, benefits and the rules and provisions related to their employment, as well as the right to terminate their employment;

• (d) to sign memoranda of association with the terms and conditions that it considers appropriate;
• (e) to claim on behalf of the Incorporated Organisation, to attach the property of debtors, to refer cases to arbitration, and to appoint lawyers and take legal proceedings to protect the Incorporated Organisation’s interests whether as plaintiff or defendant, as party to arbitration or otherwise.