Charter of the Public Association "Kazakhstan Chamber of Actuaries"

APPROVED by the decision of the General Meeting of Members of the Association on 17 July 2025.

Almaty, 2025

Article 1. GENERAL PROVISIONS

1.1. This Charter of the Public Association "Chamber of Actuaries of the Republic of Kazakhstan" has been developed in accordance with the Civil Code of the Republic of Kazakhstan (General Part) of 27 December 1994, the Law of the Republic of Kazakhstan No. 142-II of 16 January 2001 "On Non-Commercial Organizations", the Law of the Republic of Kazakhstan "On Public Associations" No. 3-I of 31 May 1996, and the Law of the Republic of Kazakhstan "On Self-Regulation" No. 390-V ZRK of 12 November 2015.

1.2. This Charter governs the activity of the Public Association "Kazakhstan Chamber of Actuaries", hereinafter referred to as "the Association".

1.3. The Association is a non-commercial organization based on the voluntary membership of subjects of professional actuarial activity according to the principle of commonality of activity, industry, types of economic activity, and the market of services rendered, for the achievement of common goals that do not contradict the legislation of the Republic of Kazakhstan.

1.4. Name of the Association.

Full name:

in the state language — «Қазақстан Актуарийлер Палатасы» Қоғамдық Бірлестігі;
in the Russian language — Общественное Объединение «Казахстанская Палата Актуариев»;
in the English language — Public Association «Kazakhstan Chamber of Actuaries».

Abbreviated name:

in the state language — «ҚАП» ҚБ;
in the Russian language — ОО «КПА»;
in the English language — PA «KCA».

1.5. Location of the Association: Republic of Kazakhstan, Almaty, 7 Begalin Street, Apt. 98.

1.6. The term of activity of the Association is not limited.

Article 2. GOALS AND SUBJECT OF ACTIVITY OF THE ASSOCIATION

2.1. The goals of the Association's activity are:

creating conditions for the development of actuarial practice and the actuarial profession in the Republic of Kazakhstan, expanding the scope of application of actuarial approaches and methods in insurance, pension provision, investment management, risk management, financial planning, and other areas, and popularizing the profession among students and young specialists;
satisfying professional needs;
improving the quality of actuarial services and strengthening the accountability of subjects of professional actuarial activity;
promoting the conduct of actuarial research and the practical application of its results in the economy of the Republic of Kazakhstan;
representing the professional interests of its members and ensuring their protection;
submitting to state bodies proposals for introducing amendments and additions to regulatory legal acts governing actuarial and other related activity.

2.2. The subject of the Association's activity comprises:

organizing training courses, lectures and seminars, and conferences, including through the use of electronic communications, including conducting training and examinations under the minimum mandatory training program for actuaries;
informational and explanatory, publicistic, and publishing activity aimed at the further development of the actuarial profession;
organizing working groups for the conduct of actuarial research;
attracting grants and sponsorship assistance for the conduct of actuarial research, for supporting the training in the profession of talented young people, the publication of textbooks and articles, the acquisition of foreign periodicals, and the participation of representatives of the Association in international conferences, internships, and other events related to the exchange of experience and the introduction of best actuarial practices in the Republic of Kazakhstan;
carrying out other activity, not prohibited by the legislation of the Republic of Kazakhstan, the Charter, and the internal documents of the Association, aimed at achieving the statutory goals.

2.3. The Association performs the following functions:

conducting actuarial and other computational research, including the actuarial valuation and examination of insurance tariffs by classes of insurance, the content and conditions of which are determined by legislative acts of the Republic of Kazakhstan;
conducting analysis and updating of survival indicators under annuity insurance contracts concluded within the framework of the laws of the Republic of Kazakhstan;
submitting to state bodies proposals for introducing amendments and additions to regulatory legal acts governing actuarial, insurance, and other related activity;
participating in working groups organized by state bodies of the Republic of Kazakhstan;
developing Blockchain platforms;
decoding space monitoring and remote earth sensing data, with the provision of decoding results to insurance and other organizations on a commercial basis;
developing software for the automation of the calculation of insurance reserves;
developing software for financial and other organizations (including insurance companies);
developing and implementing insurance products for mandatory and voluntary classes of insurance;
developing and implementing risk management systems for financial and other organizations;
performing the functions of an independent actuary;
developing internal documents;
ensuring the interaction of its members in the course of their activity;
considering disputes arising between members;
performing other functions that do not contradict the requirements of the legislation of the Republic of Kazakhstan.

Article 3. LEGAL STATUS OF THE ASSOCIATION

3.1. The activity of the Association is governed by the legislation of the Republic of Kazakhstan and by this Charter.

3.2. The Association acquires the rights of a legal entity from the moment of its state registration.

3.3. The Association has an independent balance sheet or budget, accounts with banks in accordance with the legislation of the Republic of Kazakhstan, and letterheads, a seal, and stamps bearing the name of the Association.

3.4. The Association is established and operates on the basis of legality, equality, self-financing, independence, voluntariness, equal rights of its members, self-government, commonality of industry, and accountability and transparency of activity.

3.5. The Association has the status of a local public association.

3.6. The Association has the right, in its own name, to acquire and exercise property and personal non-property rights, and to be a plaintiff and a defendant in court.

3.7. The Association is liable for its obligations with all the property belonging to it.

3.8. The Association may cooperate and interact with state bodies, concluding agreements with them, and may, under contracts with state bodies, perform for them certain works provided for by legislation.

3.9. The Association may carry out entrepreneurial activity insofar as this serves the achievement of the statutory goals.

3.10. Income from the entrepreneurial activity of the Association is subject to taxation in accordance with the legislation of the Republic of Kazakhstan.

3.11. Income from the entrepreneurial activity of the Association may not be redistributed among the members of the Association and must be used to achieve the statutory goals.

3.12. The members of the Association are not liable for the obligations of the Association, and the Association is not liable for the obligations of its members, unless otherwise provided for by the legislation of the Republic of Kazakhstan.

3.13. The keeping of the accounting records and financial statements of the Association is subject to mandatory audit in the cases provided for by the laws of the Republic of Kazakhstan.

Article 4. RIGHTS AND OBLIGATIONS OF THE ASSOCIATION

4.1. The Association acquires rights and assumes obligations through its governing bodies, acting within the limits of the powers granted by the Charter and the legislation of the Republic of Kazakhstan.

4.2. For the implementation of the statutory goals, the Association has the right, in the manner established by the legislation of the Republic of Kazakhstan:

to disseminate information about its activity;
to represent and protect the rights and legitimate interests of its members in courts and other state bodies, and to be their representatives in relations with natural and legal persons upon their application;
to submit to state bodies proposals concerning adopted regulatory legal acts that infringe upon the rights and legitimate interests of subjects of self-regulation;
to appeal to the court against decisions and actions (omissions) of state bodies, local self-government bodies, public associations, organizations, officials, and civil servants that are subject to judicial challenge;
to participate in the judicial and pre-trial resolution of disputes, including in arbitration;
to collect membership dues and to form the property of the Association from other sources not prohibited by the laws of the Republic of Kazakhstan;
to organize the conduct of professional training and the certification of employees and members of the Association;
to approve rules and standards binding on the members of the Association;
to control the members of the Association with respect to their compliance with the requirements of the rules and standards of the Association and the conditions of membership (participation) in the Association;
to apply measures of influence, provided for by the laws of the Republic of Kazakhstan and the Charter of the Association, with respect to its members;
to submit to state bodies proposals for holding accountable persons who violate the legislation of the Republic of Kazakhstan on self-regulation;
to publicize its work in the mass media;
to obtain from central and local bodies of state power and local self-government bodies information necessary for the Association to perform the functions assigned to it by the laws of the Republic of Kazakhstan, in the manner established by the legislation of the Republic of Kazakhstan, except for information constituting state secrets or commercial or other secrets protected by law;
to establish mass media outlets;
to hold meetings, rallies, demonstrations, marches, and picketing;
to carry out publishing activity;
to join international non-commercial non-governmental associations;
to create other legal entities;
the Association has other rights and powers established by the laws of the Republic of Kazakhstan and this Charter that do not contradict the legislation of the Republic of Kazakhstan.

4.3. The Association is obliged:

to comply with the legislation of the Republic of Kazakhstan, the Charter, and the rules and standards adopted by it;
within the limits of its powers, to take measures to prevent the violation of the rights and legitimate interests of consumers of actuarial services;
to conduct explanatory work among the members of the Association to improve their legal literacy;
to ensure the information transparency of its activity and the activity of its members;
to provide its members with the opportunity to familiarize themselves with documents and decisions affecting their rights and interests;
to inform its members of the receipt and expenditure of funds in the manner provided for by this Charter and the internal documents of the Association;
to inform the registering body of changes in the location of the permanent governing body and of data on the managers, to the extent of the information included in the National Register of Business Identification Numbers;
to analyze the activity of its members on the basis of information provided by them to the Association in the form of reports, with subsequent provision to the regulating state bodies in the manner established by the laws of the Republic of Kazakhstan, the Charter, or another document approved by a decision of the general meeting of members of the Association;
to bring to the attention of the regulating state body information on violations by its member of the legislation of the Republic of Kazakhstan and of the rules and standards of the Association, as well as on the measures of influence applied with respect to members of the Association, in the manner established by the laws of the Republic of Kazakhstan, the Charter of the Association, or another document approved by a decision of the General Meeting of Members of the Association (hereinafter — the GMM of the Association).

4.4. The Association has other obligations established by the laws of the Republic of Kazakhstan and this Charter.

4.5. The Association has no right to carry out activity or perform actions that entail the emergence of a conflict of interest in self-regulation.

Article 5. MEMBERSHIP; THE CONDITIONS AND PROCEDURE FOR ACQUIRING AND TERMINATING MEMBERSHIP

5.1. A member of the Association may be a natural or legal person who assumes the obligations to comply with the requirements of this Charter, the rules and standards of the Association, and the decisions of the governing bodies of the Association.

5.2. Membership in the Association is on a voluntary basis.

5.3. The members of the Association retain their independence and the rights of a natural person.

5.4. The members of the Association have equal rights and bear identical obligations.

5.5. The admission (refusal of admission) to membership in the Association is carried out by a decision of the Management Board of the Association in accordance with the internal documents approved by the GMM of the Association, which determine the procedures for admission (refusal of admission), the list of documents to be submitted by the applicant, and the time limits for consideration and decision-making.

5.6. Membership in the Association may be terminated:

on the personal initiative of a member of the Association on the basis of a written application submitted to the Management Board of the Association;
by a decision of the Management Board of the Association in the cases provided for by the disciplinary procedures of the Association;
by a decision of the Management Board of the Association in the event that a member of the Association is held criminally liable on the basis of a court decision that has entered into legal force.

5.7. In all other cases, the termination of membership in the Association is carried out on the basis of a decision of the GMM of the Association.

5.8. A decision to refuse admission to membership in the Association or to expel a member from the Association may be appealed in the manner provided for by the legislation of the Republic of Kazakhstan.

5.9. The Association maintains a list of its members and posts it on its internet resource.

5.10. The members of the Association bear liability for the disclosure of information obtained in the course of performing their functions that constitutes an official, commercial, insurance, or other secret protected by law, in accordance with the laws of the Republic of Kazakhstan.

Article 6. RIGHTS AND OBLIGATIONS OF THE MEMBERS OF THE ASSOCIATION

6.1. The members of the Association have the right:

to elect and to be elected to the bodies of the Association;
to participate in the management of the affairs of the Association in the manner established by this Charter;
to have access to information relating to the activity of the Association (including the activity of its governing bodies) in the manner provided for by this Charter and the internal documents of the Association;
to have access to educational-methodological, statistical, and other information on paper and electronic media created or acquired at the expense of the Association's funds, as well as in the use of the Association on other lawful grounds, in the manner provided for by the internal documents of the Association;
to participate in seminars, conferences, and other events organized at the expense of, or with the participation of, the Association within the framework of the professional activity of actuaries or related activity, in the manner provided for by the internal documents of the Association;
to receive from the Association assistance in the representation of their professional interests and the protection of violated rights connected with professional activity, unless such assistance is refused by a decision of the Management Board of the Association as a consequence of a deliberate violation by the member of the rules and standards. The assistance of the Association may take the following forms: written petitions, references, representations, and opinions on behalf of the Association; the appearance of the Association's specialists on the side of a member of the Association in resolving disputed matters (including in court); or the payment for the services of such specialists at the expense of the Association's funds;
to be published in the publications of the Association;
to appeal a decision of any body of the Association to a higher body of the Association or in a judicial manner;
to exercise other rights provided for by the legislation of the Republic of Kazakhstan, the Charter, and the internal documents of the Association.

6.2. The members of the Association are obliged:

to comply with the requirements of this Charter and the rules, standards, and other internal documents of the Association;
to carry out the decisions of the bodies of the Association adopted in accordance with their competence;
to provide, for the conduct of an inspection, the necessary information at the request of the Association in the manner determined by the Association;
to pay membership dues in a timely manner;
not to disclose financial and other confidential information about the activity of the Association;
to maintain contact with the Association (to regularly familiarize themselves with the information published on the internet resource of the Association and to respond to requests sent by the Association);
to facilitate the settlement of disputes arising between members of the Association by conducting negotiations within the Association;
to inform the governing bodies of the Association of circumstances that have become known to them and that may cause material damage to the Association or to the reputation of the Association;
not to disseminate information that negatively affects the reputation of the Association in the mass media, social networks, and groups of instant messaging services involving persons who are not members of the Association;
to notify the Association of membership in other associations of actuaries and self-regulating organizations;
to notify the Association in a timely manner of a change in their contact telephone number, personal email address, and other contact details;
to perform other obligations provided for by the laws of the Republic of Kazakhstan, the Charter, and the internal documents of the Association.

Article 7. MEMBERSHIP DUES

7.1. The membership dues of the Association are intended for the achievement of the statutory goals and the coverage of the current expenses of the Association and are subdivided into:

entrance dues, paid upon joining the membership of the Association;
dues paid on a regular periodic basis;
voluntary contributions.

7.2. The amounts and the procedure for collecting membership dues are determined by a decision of the GMM of the Association. The amount of the entrance fee must not exceed the amount of the membership fee.

7.3. The termination of membership in the Association does not release a person from the obligation to pay membership dues that arose prior to the date of termination of membership.

7.4. In the event of termination of membership in the Association, previously paid dues are not subject to refund.

Article 8. SOURCES OF FORMATION OF FUNDS AND OTHER PROPERTY OF THE ASSOCIATION. DISTRIBUTION OF THE ASSOCIATION'S INCOME AND FORMATION OF FUNDS. RIGHTS OF THE ASSOCIATION TO MANAGE PROPERTY

8.1. The property of the Association is protected by the legislation of the Republic of Kazakhstan.

8.2. The property of the Association comprises the assets necessary for the material support of the activity provided for by this Charter, except for assets prohibited by the legislation of the Republic of Kazakhstan.

8.3. The sources of formation of the property of the Association are:

entrance dues, paid upon joining the membership of the Association;
dues paid by the members of the Association on a regular periodic basis;
voluntary contributions of the members of the Association;
donations;
funds received from holding, in accordance with the Charter, lectures, exhibitions, and other events;
funds received from the provision of educational services connected with the entrepreneurial activity and the commercial or professional interests of the members of the Association;
funds received from the sale of information materials connected with the entrepreneurial activity and the commercial or professional interests of the members of the Association;
dividends (income) and remuneration (interest) received on shares, bonds, other securities, and deposits of the Association;
other receipts not prohibited by law.

8.4. The members of the Association have no rights to the property they have transferred to the Association, including to membership dues, unless otherwise provided for by the legislation of the Republic of Kazakhstan.

8.5. The income of the Association, generated in accordance with the procedure established by this Charter and the legislation of the Republic of Kazakhstan, is spent on the payment of taxes and other mandatory payments to the budget and extra-budgetary funds, the payment of the wages of the Association's employees, the coverage of the operating expenses of the Association, and the fulfillment of the statutory goals and tasks of the Association.

8.6. The use by the Association of its funds for charitable purposes is permitted.

8.7. The Association applies one of the following methods of ensuring property liability, including its own and that of its members, to consumers of actuarial services and other persons, by means of:

payments from a compensation fund;
insurance of civil-law liability;
holding the members of the Association to property liability;
the use of other methods of ensuring property liability provided for by the laws of the Republic of Kazakhstan.

8.8. The levy of execution within the framework of ensuring property liability is carried out in one of the following cases:

where the Association recognizes the validity of the claims and the necessity of satisfying the levy;
on the basis of a court or arbitration decision that has entered into legal force.

8.9. The procedure for the use of measures of ensuring property liability is determined by the rules of the Association approved by the GMM of the Association, unless otherwise provided for by the laws of the Republic of Kazakhstan.

8.10. The funds of the compensation fund of the Association are separated from the other property of the Association. The mixing of the funds of the compensation fund with other funds belonging to the Association is not permitted, including in the presentation of the financial statements.

Article 9. RULES AND STANDARDS

9.1. The Association has the right to develop rules and standards, mandatory for compliance by all its members, aimed at ensuring the following goals:

determining the specific requirements imposed on the members of the Association;
improving the quality and safety of the actuarial services rendered by its members;
preventing actions that mislead consumers as to the quality of actuarial services;
improving the competitiveness of the actuarial services rendered by the members of the Association;
applying methods of ensuring property liability;
protecting the interests of the members of the Association.

9.2. The rules and standards of the Association must not contradict the legislation of the Republic of Kazakhstan.

9.3. The rules and standards of the Association must conform to the requirements established by the legislation of the Republic of Kazakhstan in the field of technical regulation and to the rules of business ethics, and must eliminate or reduce conflicts of interest in self-regulation.

9.4. The rules and standards of the Association must establish requirements that prevent unfair competition and the commission of actions that cause moral harm or damage to consumers of actuarial services and other persons, and actions that cause damage to the business reputation of a member of the Association or to the business reputation of the Association. The rules of the Association must provide for the liability of the members of the Association and the procedure for holding them to it.

9.5. The rules and standards are subject to mandatory posting on the internet resource of the Association and (or) publication in periodical printed publications distributed throughout the entire territory of the Republic of Kazakhstan. The publication of the rules and standards in an incomplete form is not permitted, except for those containing a secret protected by law.

Article 10. GOVERNING BODIES

10.1. The governing bodies of the Association are:

the GMM of the Association — the supreme governing body;
the Management Board — the executive governing body;
the Audit Commission — the controlling body.

Article 11. GENERAL MEETING OF MEMBERS OF THE ASSOCIATION (GMM OF THE ASSOCIATION)

11.1. The supreme governing body of the Association is the GMM of the Association. The GMM of the Association has the right to adopt decisions on any matters of the Association's activity.

11.2. The exclusive competence of the GMM of the Association includes the following matters:

approval of the Charter of the Association and the introduction of amendments and (or) additions thereto;
determination of the competence, organizational structure, and procedure for the formation and termination of the powers of the governing bodies of the Association;
election of the managers and members of the Management Board of the Association, the early termination of the powers of the said body, or the early termination of the powers of the managers or of individual members thereof;
appointment to the office of the Chairperson of the Management Board and his early removal from office;
election of the members of the Audit Commission of the Association in the manner established by the Charter of the Association;
determination of the procedure, frequency, and time limits for the submission of reporting by the Management Board, the Audit Commission, and the members of the Association, and of the control over their activity;
determination of the procedure and frequency for the submission of the financial statements by the Chairperson of the Management Board, as well as of the procedure for the conduct of an inspection by the Audit Commission and the approval of its results;
approval of the measures of influence and of the procedure for and grounds of their application, and of the procedure for considering cases concerning violations by members of the Association of the requirements of the rules and standards of the Association and of the conditions of membership in the Association;
determination of the priority directions of the Association's activity and of the principles for the formation and use of its property;
approval of the reports of the Management Board, the Audit Commission, and the specialized bodies in the form, manner, and frequency established by the Charter of the Association and the internal documents of the Association;
approval of the budget of the Association, the introduction of amendments and (or) additions thereto, and the approval of the annual financial statements of the Association;
determination of the principles for the formation and use of the property of the Association, and the approval of the amount, procedure, and time limits for the payment of membership dues;
the adoption of a decision on the reorganization or liquidation of the Association, and the appointment of a liquidator or a liquidation commission;
the adoption, within the limits established by legislative acts, of a decision on the participation of the Association in the creation or activity of other legal entities and of its branches and representative offices, the approval of the regulations on branches and representative offices, and the appointment of their managers;
the expulsion of a person from the membership of the Association;
the consideration of applications by persons concerning the unfoundedness of expulsion from the membership of the Association;
the approval of the rules and standards of the Association and the introduction of amendments and (or) additions thereto;
the appointment of an audit organization to inspect the keeping of the accounting records and financial statements of the Association;
the adoption of other decisions in accordance with the laws of the Republic of Kazakhstan and the Charter of the Association.

Article 12. PROCEDURE FOR CONVENING AND HOLDING THE GENERAL MEETING OF MEMBERS (GMM) OF THE ASSOCIATION

12.1. GMMs of the Association are subdivided into annual and extraordinary.

12.2. The Association is obliged to hold an annual GMM of the Association every year. Other GMMs of the Association are extraordinary.

12.3. The members of the Association are equal among themselves and, when voting at the GMM of the Association, each has one vote.

12.4. The transfer of the right to vote by a member of the Association to another person, including to another member of the Association, is not permitted.

12.5. At the annual GMM of the Association, the following are approved:

the annual financial statements of the Association;
the report of the governing bodies of the Association to the members of the Association.

12.6. A decision on such matters is adopted by a simple majority of the voting members of the Association.

12.7. The annual GMM of the Association has the right to consider other matters as well, the adoption of decisions on which is assigned to the competence of the GMM of the Association.

12.8. The annual GMM of the Association must be held within 3 (three) months following the end of the financial year. The said period is deemed extended by up to 2 (two) months in the event of the impossibility of completing the audit of the Association for the reporting period.

12.9. The annual GMM of the Association is convened by the Management Board of the Association.

12.10. An extraordinary GMM of the Association is convened on the initiative of:

the Management Board of the Association;
one third of the members of the Association.

12.11. The laws of the Republic of Kazakhstan and the Charter of the Association may provide for other cases of convening the GMM of the Association.

12.12. The preparation and holding of the GMM of the Association are carried out by:

the Management Board of the Association;
the liquidation commission of the Association.

12.13. The preparation and holding of the GMM of the Association on the initiative of one third of the members of the Association are carried out by the Chairperson of the Management Board of the Association.

12.14. The expenses of convening, preparing, and holding the GMM of the Association are borne by the Association, unless otherwise provided for by the Charter of the Association.

12.15. The annual GMM of the Association may be convened and held on the basis of a court decision adopted upon the claim of any interested person, in the event of a violation by the governing bodies of the Association of the procedure for convening the annual GMM of the Association established by the laws of the Republic of Kazakhstan.

12.16. The GMM of the Association is held in accordance with the internal documents approved by the GMM of the Association, which determine the procedure, form, time limits, place, and manner of holding the GMM of the Association.

12.17. The members of the Association who in aggregate constitute 5 (five) or more percent of the total number of members of the Association have the right to demand the inclusion of matters determined by them in the agenda of the GMM of the Association no later than 7 (seven) calendar days before the date of its holding. The fulfillment of this demand is mandatory for the body or persons convening the GMM of the Association.

12.18. If, upon the demand of 5 (five) or more percent of the members of the Association, amendments are made to the initial agenda of the GMM of the Association, the body or persons convening the GMM of the Association are obliged, no later than 5 (five) calendar days before the opening of the GMM of the Association, to notify the members of the Association of these amendments by one of the means approved by the internal documents of the GMM of the Association.

12.19. The inclusion in the agenda of the GMM of the Association of matters with a broad meaning, including "miscellaneous", "other", "sundry", and similar formulations, is prohibited.

12.20. The financial statements and the opinions of the Audit Commission thereon, and the reports of the audit organizations for the three preceding years, must be kept by the executive body of the Association and made available at any time for review to any member of the Association. Upon the demand of a member of the Association, certified extracts from the said documents are issued to him.

12.21. The rules of procedure of the GMM of the Association are determined in accordance with the laws of the Republic of Kazakhstan, this Charter, the rules and other documents governing the internal activity of the Association, or directly by the GMM of the Association.

12.22. Before the opening of the GMM of the Association, the registration of the members of the Association is carried out. An unregistered member of the Association is not taken into account in determining the quorum and has no right to take part in voting.

12.23. The GMM of the Association is opened at the announced time, provided that the registration data of the members give sufficient grounds to assume the presence of a proper quorum.

12.24. The GMM of the Association may not be opened earlier than the announced time, except in the case where all the members of the Association are already registered, notified, and do not object to a change in the time of opening the GMM of the Association.

12.25. The GMM of the Association is recognized as having authority, and the conditions of the quorum as being met, if no fewer than half of the total number of members of the Association are present at it.

12.26. In the event of the absence of a quorum, the GMM of the Association is convened again no earlier than 10 (ten) calendar days after the date of the GMM of the Association that did not take place. In the event of the repeat convening of the GMM of the Association, the rules established by clauses 12.16–12.17 of the Charter must be observed.

12.27. A repeat GMM of the Association is recognized as having authority, and the conditions of the quorum as being met, regardless of the number of members of the Association present at it. If the number of those present at the repeat GMM of the Association constitutes less than half of the total number of members of the Association, then such a GMM of the Association has the right to adopt decisions only on matters that do not require a qualified majority of votes.

12.28. The GMM of the Association is opened by the Chairperson of the Management Board of the Association or by the person performing his duties. A GMM of the Association convened by members of the Association is opened, respectively, by one of the members of the Association who convened the GMM of the Association.

12.29. The person opening the GMM of the Association conducts the election of the presiding officer and the secretary of the GMM of the Association. When voting on the matter of electing the presiding officer and the secretary of the GMM of the Association, each member of the Association present at the GMM of the Association has one vote, and the decision is adopted by a simple majority of votes of the number of members present.

12.30. The secretary of the GMM of the Association is responsible for keeping the minutes of the GMM of the Association.

12.31. The minutes are signed by the presiding officer and the secretary of the GMM of the Association.

12.32. The minutes of all GMMs of the Association are filed in a minute book, which is kept by the Management Board of the Association and must be made available at any time for review to any member of the Association. Upon the demand of members of the Association, certified extracts from the minute book are issued to them.

12.33. Before the beginning of the discussion of the matters included in the agenda, the GMM of the Association is obliged to establish the quorum. Failure to comply with this requirement entails the nullity of all decisions adopted by the GMM before it has been established that a quorum is present.

12.34. When voting on the matters specified in subclauses 1)–5) and 13) of clause 11.2 of the Charter, it is necessary to re-establish the quorum immediately before the voting.

12.35. The GMM of the Association has the right to adopt decisions only on the matters of the agenda communicated to the members of the Association in accordance with clause 12.16 of the Charter. At the same time, the matters whose inclusion in the agenda of the GMM of the Association was demanded by the members of the Association in accordance with clause 12.18 of the Charter are deemed included in the agenda.

12.36. Decisions on the matters specified in subclauses 1)–5) and 13) of clause 11.2 of the Charter are adopted by a qualified majority of three quarters of the votes of those present at the GMM of the Association. A decision on other matters is adopted by a simple majority of votes of those present at the GMM of the Association.

12.37. When adopting a decision under subclause 14) of clause 11.2 of the Charter, the person being expelled from the membership of the Association does not participate in the voting.

12.38. Decisions of the GMM of the Association are adopted by open voting, unless secret voting is provided for by the rules and other documents governing the internal activity of the Association.

12.39. Decisions of the GMM of the Association must also be adopted by secret voting in cases where this is demanded by the members of the Association who in aggregate constitute 5 (five) or more percent of the total number of members of the Association.

12.40. In the case of secret voting, the procedure for its conduct must ensure an accurate count of votes and the reliability of the voting results.

12.41. A decision of the GMM of the Association adopted in violation of the procedure for holding the GMM of the Association and for adopting decisions established by this Charter or by the rules and other documents governing the internal activity of the Association, as well as a decision of the GMM that contradicts the legislation of the Republic of Kazakhstan or the Charter of the Association, including a decision that violates the rights of a member of the Association, may be declared invalid by the court in whole or in part upon the application of a member of the Association who did not take part in the voting or who voted against the contested decision.

Article 13. MANAGEMENT BOARD OF THE ASSOCIATION

13.1. The general management of the activity of the Association is provided by the Management Board of the Association (hereinafter — the Management Board), headed by the Chairperson of the Management Board. The location of the Management Board is the location of the Association indicated in clause 1.5 of this Charter.

13.2. The members of the Management Board are elected at the GMM of the Association for a term of no more than 3 (three) years. The quantitative composition of the Management Board is determined by the GMM of the Association but may not exceed 7 (seven) members and may not be fewer than 3 (three) members.

13.3. The Management Board is formed from among the members of the Association. By a decision of the GMM of the Association, independent members may be elected to the Management Board. An independent member is a person who is not connected by membership in the Association and by labor relations with the Association or its members.

13.4. The election of the members of the Management Board is carried out by the participants of the GMM of the Association by cumulative voting using ballot papers. In the election of the members of the Management Board, each member of the Association has a number of votes equal to the number of members of the Management Board determined by the GMM of the Association. At the same time, each member of the Association has the right to cast all his votes for one candidate or to distribute them among several candidates for members of the Management Board. The candidates who have gained the greatest number of votes are deemed elected as members of the Management Board.

13.5. If two or more candidates for members of the Management Board have gained an equal number of votes, an additional cumulative vote is held with respect to these candidates by providing the members of the Association with cumulative voting ballots indicating the candidates who have gained an equal number of votes.

13.6. The election of the Chairperson of the Management Board is carried out by the GMM of the Association from among the members of the Management Board elected by the GMM of the Association.

13.7. The competence of the Management Board includes the following matters:

the creation of specialized bodies of the Association, the approval of the regulations on them and of the rules for their conduct of activity;
the determination of the organizational structure of the staff personnel, the staff number of the Association's employees, and the remuneration systems, the establishment of the amounts of their official salaries, the resolution of matters of bonuses, the adoption of incentive measures, and the imposition of disciplinary sanctions with respect to the staff employees of the Association;
the presentation to the GMM of the Association of a candidate for appointment to the office of the Chairperson of the Management Board of the Association and for his removal from office;
the approval of the list of persons whose candidacies may be proposed as arbitrators, for their selection by the parties to disputes considered upon their applications in the arbitration established by the Association;
the adoption of a decision on admission to the membership of the Association;
the approval of the head and members of the working groups participating in the research projects conducted by the Association in accordance with this Charter;
the adoption of decisions on the bringing, on behalf of the Association, of claims (suits) against legal and natural persons;
the adoption of decisions on the provision of assistance to a member of the Association in the representation of his professional interests and the protection of violated rights in the cases and in the form provided for by the Charter;
the adoption of decisions on appealing to the court against decisions and actions (omissions) of state bodies, local self-government bodies, public associations, organizations, officials, and civil servants that are subject to judicial challenge;
the adoption of a decision on the submission, on behalf of the Association, of proposals to state bodies concerning adopted regulatory legal acts and drafts of regulatory legal acts being prepared for adoption that govern actuarial and other related activity;
the adoption of a decision on the conclusion by the Association of transactions and/or a set of interconnected transactions the amount of which exceeds 1,000 (one thousand) monthly calculation indices established by the Law of the Republic of Kazakhstan "On the Republican Budget";
other matters provided for by this Charter and the legislation of the Republic of Kazakhstan.

13.8. The Management Board holds its meetings no less than once per quarter. Extraordinary meetings of the Management Board are held upon the demand of any member of the Association. The meetings of the Management Board and the voting at them may, with the consent of all the members of the Management Board, be held remotely by means of conference communication or the exchange of electronic messages.

13.9. A meeting of the Management Board is deemed to have authority if no fewer than half of the total number of members of the Management Board are present at it.

13.10. Each member of the Management Board has one vote when voting.

13.11. A decision of the Management Board is deemed adopted if more than half of the members of the Management Board participating in the meeting voted for it. In the event of an equal number of votes, the vote of the Chairperson of the Management Board is deemed decisive.

13.12. A member of the Management Board is obliged to declare in writing a conflict of interest in self-regulation.

13.13. In the event of a violation by a member of the Management Board of the obligation to declare a conflict of interest and of the possibility of causing thereby harm to the legitimate interests of the Association, the GMM of the Association adopts a decision on the early termination of the powers of that member.

13.14. The Chairperson of the Management Board (or the person replacing him) has the right to sign documents on matters assigned to the competence of the Management Board.

13.15. All decisions of the Management Board are documented in minutes. The members of the Management Board are obliged to review and agree the text of the minutes within 3 (three) working days from the day of its receipt. If there are comments on the content of the minutes, a member of the Management Board is obliged to inform of this the secretary of the meeting of the Management Board who drew up the minutes within 3 (three) working days from the day of its receipt. If no objections are received from a member of the Management Board within the said period, the minutes of the meeting of the Management Board will be deemed agreed by the member of the Management Board.

13.16. The minutes of a meeting of the Management Board are signed by the Chairperson of the Management Board and the secretary of the meeting of the Management Board, who is elected before the beginning of the meeting.

Article 14. CHAIRPERSON OF THE MANAGEMENT BOARD OF THE ASSOCIATION

14.1. The competence of the Chairperson of the Management Board includes any matters of the economic and other activity of the Association that do not relate to the competence of the GMM of the Association, the Management Board, and the specialized bodies of the Association.

14.2. The Chairperson of the Management Board is elected by the GMM of the Association upon the presentation of the Management Board for a term not exceeding 3 (three) years.

14.3. The Chairperson of the Management Board performs the following functions:

acts, without a power of attorney, within the limits of the powers granted to him, on behalf of the Association in its relations with third parties;
issues powers of attorney for the right to represent the Association, including powers of attorney with the right of substitution;
organizes the execution of the decisions of the GMM of the Association, the Management Board, and the specialized bodies of the Association;
opens settlement and other accounts of the Association with banks, disposes, within the limits of the powers granted to him, of the property and money of the Association, and signs the financial documents of the Association;
adopts decisions on the conclusion by the Association of transactions and/or a set of interconnected transactions the amount of which does not exceed 1,000 (one thousand) monthly calculation indices established by the Law of the Republic of Kazakhstan "On the Republican Budget";
approves documents adopted for the purpose of organizing the internal activity of the Association, the approval of which is assigned to the competence of the executive body;
submits to the GMM of the Association reports on matters of the Association's activity;
carries out the hiring, transfer, and dismissal of the Association's employees in accordance with the staff number and organizational structure determined by a decision of the Management Board, approves their job descriptions, and signs with them labor contracts and supplementary agreements thereto;
issues orders and instructions and distributes duties among the Association's employees;
concludes and terminates transactions (contracts, agreements) taking into account the powers granted to him, introduces amendments and additions thereto, and ensures their fulfillment;
organizes the preparation of financial, statistical, and other types of reporting provided for by the legislation of the Republic of Kazakhstan, and bears liability for its reliability in accordance with the legislation of the Republic of Kazakhstan;
exercises control over the targeted, rational, and economical use of material and labor resources;
ensures the posting on the internet resource of the Association of information provided for by the legislation and the internal documents of the Association;
ensures the non-disclosure of official or commercial secrets and other secrets protected by law;
exercises other powers not assigned by this Charter or the legislation of the Republic of Kazakhstan to the competence of other governing bodies of the Association.

14.4. The Chairperson of the Management Board bears liability to the members of the Association for his actions in accordance with the legislation of the Republic of Kazakhstan.

Article 15. AUDIT COMMISSION OF THE ASSOCIATION

15.1. For the purpose of exercising control over the financial and economic activity of the executive body, an Audit Commission is formed in the Association from among the members of the Association.

15.2. The Audit Commission is formed with a composition of no more than 5 (five) persons.

15.3. The Audit Commission of the Association is elected by the GMM of the Association for a term not exceeding 3 (three) years.

15.4. The Chairperson of the Management Board of the Association may not at the same time be a member of the Audit Commission.

15.5. The Audit Commission has the right at any time to carry out inspections of the financial and economic activity of the executive body of the Association. For this purpose, the Audit Commission has the right of unconditional access to all the documentation of the Association. Upon the demand of the Audit Commission, the Chairperson of the Management Board is obliged to give the necessary explanations in oral or written form.

15.6. The Audit Commission mandatorily conducts an inspection of the financial statements of the Association before their approval by the GMM of the Association. The GMM of the Association has no right to approve the financial statements without an opinion of the Audit Commission or an audit report.

15.7. The procedure for the work of the Audit Commission of the Association is determined by the rules and other documents governing the internal activity of the Association.

Article 16. SPECIALIZED BODIES OF THE ASSOCIATION

16.1. The specialized bodies of the Association are:

the Committee on Professional Ethics — a body exercising control over the compliance by members of the Association with the requirements of the rules and standards of the Association;
the Disciplinary Commission — a body for the consideration of cases concerning violations by members of the Association of the requirements of the rules and standards of the Association and of the conditions of membership in the Association, and for the preparation of recommendations to the governing bodies on the application of measures of influence with respect to members of the Association.

16.2. Other specialized bodies may be created in the Association in accordance with the laws of the Republic of Kazakhstan and (or) the Charter.

16.3. The specialized bodies of the Association operate on the basis of regulations approved by the Management Board and perform their functions independently.

16.4. The Disciplinary Commission, based on the results of inspections conducted by the Committee on Professional Ethics and the consideration of complaints about the actions of members of the Association, submits to the Management Board of the Association recommendations on the application of measures of influence with respect to members of the Association.

Article 17. LEGAL STATUS OF THE STRUCTURAL SUBDIVISIONS OF THE ASSOCIATION. THE RIGHT OF THE STRUCTURAL SUBDIVISIONS TO MANAGE PROPERTY

17.1. The Association has the right to create branches and open representative offices on the territory of the Republic of Kazakhstan in accordance with the legislation of the Republic of Kazakhstan.

17.2. The branches and representative offices of the Association are not legal entities. They are endowed with property by the Association and operate on the basis of regulations approved by the GMM of the Association. The property of a branch or representative office is accounted for on a separate balance sheet and on the balance sheet of the Association.

17.3. The branches and representative offices carry out activity on behalf of the Association. The Association bears liability for the activity of its branch or representative office.

17.4. Decisions on the creation of a branch or representative office, on the approval of the regulations on a branch or representative office, and on the appointment of the managers of a branch or representative office are adopted at the GMM of the Association.

17.5. The legal status, the territory of activity, the right of the structural subdivisions (branches and representative offices) to manage property, and other aspects of the activity of the structural subdivisions (branches and representative offices) are determined by the regulations on the respective branch or representative office and by the legislation of the Republic of Kazakhstan.

17.6. The Association has the right to create other separate structural subdivisions, except in the cases established by laws.

Article 18. PREVENTION AND SETTLEMENT OF CONFLICTS OF INTEREST

18.1. A conflict of interest is a case in which the personal interest of members of the Association acting on the basis of a labor contract or a civil-law contract with the Association influences or may influence the performance by them of their professional (membership) duties and (or) entails the emergence of a contradiction between such personal interest and the legitimate interests of the Association that is capable of leading to harm to the legitimate interests of the Association, or a threat of the emergence of such a contradiction.

18.2. For the purpose of preventing a conflict of interest, the members and employees of the Association and the persons who are part of the governing bodies are obliged to observe the interests of the Association, above all with respect to the goals of the Association's activity, and must not use the opportunities connected with their performance of their professional duties, or allow the use of such opportunities, for purposes contradicting the goals specified in this Charter.

18.3. A transaction in which a conflict of interest is presumed must be approved by the GMM of the Association. The interested person must inform the GMM of the Association of the prospective conclusion of such a transaction.

18.4. The interested person bears liability for the compensation of losses caused to the Association as a result of such a transaction, concluded in the presence of a conflict of interest, if the transaction was not approved by the GMM of the Association.

18.5. In addition to the compensation of losses, such an interested person must also return to the Association all income received by that person as a result of the conclusion of such a transaction. If the losses arose as a result of the actions of several interested persons, they must bear joint and several liability to the Association.

18.6. When adopting decisions on the matters of:

the election of members of the governing bodies and specialized bodies;
the awarding and encouragement of members of the Association for merits before the Association;
the application of measures of influence to members of the Association, —

the vote of a member who, in relation to the member of the Association under consideration, is at the moment of the voting a close relative or another affiliated person in accordance with the laws of the Republic of Kazakhstan, is not taken into account.

18.7. The internal documents of the Association may provide for other measures aimed at the prevention and settlement of conflicts of interest.

Article 19. CONDITIONS FOR THE REORGANIZATION AND CESSATION OF ACTIVITY OF THE ASSOCIATION. PROCEDURE FOR THE USE OF PROPERTY IN THE EVENT OF LIQUIDATION OF THE ASSOCIATION

19.1. The voluntary reorganization of the Association (merger, accession, division, separation, transformation) is carried out by a decision of the GMM of the Association in the manner established by this Charter and the legislation of the Republic of Kazakhstan.

19.2. The compulsory reorganization of the Association may be carried out by a decision of the judicial bodies in the cases provided for by the legislative acts of the Republic of Kazakhstan.

19.3. The Association is deemed reorganized, except in cases of reorganization in the form of accession, from the moment of the state registration of the newly arisen organization (organizations).

19.4. In the case of the reorganization of the Association in the form of the accession of another organization to it, the Association is deemed reorganized from the moment of the entry into the National Register of Business Identification Numbers of information on the cessation of activity of the acceded organization.

19.5. The Association may be liquidated voluntarily (by a decision of the GMM of the Association) and compulsorily (by a decision of the court) on the basis and in the manner provided for by the legislation of the Republic of Kazakhstan.

19.6. The liquidation commission publishes information on the liquidation of the Association, as well as on the procedure and time limit for the lodging of claims by its creditors, in the official printed publications of the central justice body. The time limit for the lodging of claims may not be less than 2 (two) months from the moment of the publication on the liquidation of the Association. The liquidation commission takes measures to identify creditors and recover debts, to deregister the branches and representative offices of the Association, and also notifies the creditors in writing of the liquidation of the Association.

19.7. After the expiration of the time limit for the presentation of claims by creditors, the liquidation commission draws up an interim liquidation balance sheet, which contains information on the composition of the property of the Association, the list of claims lodged by creditors, and the results of their consideration.

19.8. The interim liquidation balance sheet is approved by the GMM of the Association or by the body that adopted the decision on the liquidation of the Association.

19.9. If the Association has insufficient money to satisfy the claims of creditors, the liquidation commission carries out the sale of the property of the Association at public auction in the manner established for the execution of court decisions.

19.10. The payment of money to the creditors of the Association is carried out by the liquidation commission in the order of priority established by Article 51 of the Civil Code of the Republic of Kazakhstan, in accordance with the interim liquidation balance sheet, beginning from the day of its approval.

19.11. Upon the completion of settlements with creditors, the liquidation commission draws up the liquidation balance sheet, which is approved by the GMM of the Association or by the body that adopted the decision on the liquidation of the Association.

19.12. Upon the liquidation of the Association, the property remaining after the satisfaction of the claims of creditors is directed to the statutory goals, unless a different procedure is provided for by legislative acts.

19.13. The liquidation of the Association is deemed completed, and the Association deemed to have ceased its activity, after the entry of information on this into the National Register of Business Identification Numbers.

19.14. In the event of the liquidation of the Association by a decision of the GMM of the Association, the property of the Association is directed to the goals provided for by this Charter.

19.15. In the event of the liquidation of the Association by a decision of the court, the property of the Association is used in accordance with the legislative acts of the Republic of Kazakhstan.

Article 20. PROCEDURE FOR INTRODUCING AMENDMENTS AND ADDITIONS TO THE CONSTITUENT DOCUMENTS OF THE ASSOCIATION

20.1. Amendments and additions to the Charter of the Association may be drawn up in the form of amendments and additions to this Charter or drawn up as a Charter in a new edition.

20.2. Amendments and additions to the Charter of the Association are introduced by a decision of the GMM of the Association in the manner established by this Charter and the legislation of the Republic of Kazakhstan.

20.3. The initiative to introduce amendments and additions to the Charter of the Association may come from any member of the Association. The Management Board, within a one-month period from the day of the receipt of a proposal to amend and supplement the Charter from a member of the Association, organizes its discussion among the other members of the Association. Upon the support of the proposal to introduce amendments and additions to the Charter by one third of the total number of members of the Association, the matter is brought before the forthcoming GMM of the Association for consideration.

Charter of PA «QCA»