The position of Corporate Secretary in JSC “Astana Medical University” was introduced in 2009. The Regulation on Corporate Secretary is the basic document, which defines the aims, objectives and corporate secretary functions, approved as amended by the Board of Directors in September 2010. The Regulation was developed on the basis of the Corporate Codes of Conduct, as well as the best international practices.
A key function of the Corporate Secretary – to organize the work of the Board of Directors. The Board of Directors consists of the sole shareholder, the representatives of the Committee for state property and privatization and three independent directors.
For each meeting of the Board of Directors, the Corporate Secretary “controls over” more than 20 functions, from development the documents and determination the agenda for the organization to performance the decisions made. The members of the Board of Directors need to be sure that before the meeting starts, they will receive a complete portfolio of documents required for a decision (the Corporate Secretary shall examine them for compliance with legislation and corporate documents) that will be favorable conditions for work, and their decisions will be strictly adhered to by the executive authority.
The frequency of meetings depends on the challenges facing the Company (on average, one or two per month).
Corporate secretary shall act as custodian of the traditions for the Board of Directors. Every year there are new members for the Board of Directors, who shall not start working “with a clean slate”. It is important to bring them up to date, to acquaint with the usual standard for the work of the board, present the history of the question submitted to the meeting.
Each meeting of the Board of Directors is a kind of test. It is important to ensure proper compliance with the measures of procedure, to provide all participants the necessary materials for making decisions. The Corporate Secretary is obliged to keep minutes of meetings and promptly communicate the decisions to the Company’s executive body.