Сorporate governance

O’KEY GROUP S.A. is a company incorporated under the Laws of the Grand Duchy of Luxembourg with Global Depositary Receipts (GDRs) listed on the London Stock Exchange, the Astana International Exchange and the Moscow Exchange. Since the company was incorporated under the laws of Luxembourg and is located on the territory of Luxembourg, the company in its activities is subject to the requirements of Luxembourg law. The company is not required to comply with the UK Corporate Governance Code and the Russian Corporate Governance Code, however the company complies with the rules and guidance of financial market regulators, within which the company’s securities are traded (Financial Conduct Authority (FCA) for LSE, Central Bank of Russia for MOEX and Astana Financial Services Authority (AFSA) for AIX).  

The O’KEY Group is committed to managing and conducting its operations in accordance with the applicable regulations of Luxembourg, the London Stock Exchange, the Astana International Exchange, and the Moscow Exchange with respect to disclosure under the Rules.

We recognise our obligation to our shareholders to adopt appropriate standards of governance and control, both at the Board level and within our management teams, and aim to establish and support a corporate governance framework that is suitable for the development of our business and meets the requirements of our shareholders. 

The most significant decisions affecting the life of the Company and the rights of shareholders, including the approval of financial statements and the Annual Report, appointment of the Directors, amendments of the Articles, approval of the final dividend for the financial year, are subject to review and approval at the Shareholders meeting. 

The Board of Directors and its committees provide overall guidance for the business and strategic planning for the Group. It sets strategic goals and oversees their implementation by the CEO and senior Management of the Group. 

The Management Board and the Chief Executive Officer are responsible for the day-to-day operations of the companies of the Group and implement the strategy approved by the Board of Directors.

Our corporate governance principles

PROFESSIONALISM

We strive to appoint individuals with relevant skills and experience to the Board of Directors and its committees in order to enable them to discharge their respective duties and responsibilities effectively. The Board is supplied, in a timely manner, with information in a form and of a quality appropriate to allow it to discharge its duties.

EQUALITY

O’KEY Group’s corporate governance system is designed to protect shareholders’ rights and ensure equal treatment of all shareholders.

ACCOUNTABILITY

The Board of Directors is accountable to O’KEY Group’s General Meeting of Shareholders and is responsible for:

• formulating the Group’s strategy;
• establishing and maintaining systems, which ensure due consideration of key decisions by experienced individuals, including in the areas of remuneration and incentives, internal control and risk management;
• holding management accountable for the successful implementation of the Group’s strategy.

TRANSPARENCY

We strive to ensure the appropriate disclosure of reliable information on all significant issues related to our operations including financial status, social performance, operating results and ownership.