AIFC rules set seven binding board principles and a comply-or-explain code

The AIFC Market Rules, in force since 1 January 2026, require companies listed on the Astana International Exchange to follow seven governance principles and to adopt a schedule of board standards or explain why not.

The exchange had 436 securities from 210 issuers on its Official List at the end of September, and 77 issuers listed 126 instruments in the first nine months of 2026, it said in its third-quarter results, with debt instruments driving the listings. For the companies whose shares are listed, the rules add a governance regime on top of the company law covered in part 1 of this series. This part reads that regime and the shareholder protections that sit alongside it. All references are to those rules.

Seven principles that bind

An issuer with securities on an Official List is a Reporting Entity, and section 2.2 of the rules applies to it, and to its board, in respect of its equity securities (MAR 2.2.1-1). Listed funds are governed elsewhere. The guidance calls the seven Corporate Governance Principles "mandatory high-level requirements". In summary, the board must:

• be effective and "collectively accountable" for running the business prudently and soundly (principle 1);
• keep a clear division between setting strategy and oversight, and management's running of the business (principle 2);
• have, with its committees, an appropriate balance of skills, experience, independence and knowledge, and adequate resources and information (principle 3);
• ensure an adequate, effective and well-integrated risk management, internal control and compliance framework (principle 4);
• safeguard shareholders' rights, promote dialogue and "prevent any abuse or oppression of minority shareholders" (principle 5);
• ensure reports give an accurate, balanced and understandable assessment of the company's position and prospects (principle 6);
• align remuneration with the long-term interests of the entity (principle 7).

What comply or explain requires

Schedule 3 sets out best practice standards by which a company can meet the principles. They are guidance, not rules, but MAR 2.2.9 requires the annual report to state whether they have been adopted and, if not fully, why not and what the company has done instead, together with the directors' opinion on whether the governance framework is effective. The guidance expects that opinion to be supported by details such as the chair, the board committees, the chief executive and the heads of compliance, risk and internal audit. A false or inaccurate explanation would breach the ban on misleading statements in the Framework Regulations, the guidance adds. Issuers of exempt securities that have not been offered to the public are excused the annual statement.

The standards most often measured are numerical. At least a third of the board should be non-executive, with at least two independent non-executives (paragraph 30). Independence is judged against eight tests, including employment in the group in the past five years, a material business relationship in the past three years, close family ties to directors or advisers, and representing a major shareholder (paragraph 31). The chair and the chief executive should be different people; where they are not, Schedule 3 suggests safeguards including prior shareholder approval of the combined role (paragraphs 16 and 17). Every director should face election at the first annual meeting after appointment and re-election at least every three years (paragraph 26). The audit committee should include at least two independent non-executives, one with recent and relevant financial expertise, under an independent chair (paragraph 50). Nomination and remuneration committees should have independent majorities, and the remuneration committee at least three members (paragraphs 35 and 70). The board should evaluate itself, its committees and each director at least once a year (paragraph 43). Schedule 3 allows a small company to combine committees or leave their work to the whole board, provided it explains why (paragraph 5).

Duties and protections alongside the code

Section 2.3 adds obligations that are not optional. A director must act on a fully informed basis, in good faith, honestly, with due diligence and care, and in the best interests of the company and its shareholders (MAR 2.3.2). The board must ensure equal treatment of holders of the same class (2.3.3) and, unless the constitution provides otherwise, offer new shares for cash to existing holders first, unless shareholders approve otherwise by majority (2.3.5). A majority of shareholders voting must approve changes to the constitution, the appointment or removal of directors and the auditor, and a voluntary liquidation (2.3.8). Related party transactions worth more than 5 per cent of net assets in any 12 months must be disclosed publicly no later than when their terms are agreed, with the information needed to judge whether they are fair to shareholders who are not related parties (MAR 2.5.3).

Part 3 of the series will cover the governance rules the AIFC regulator applies to the financial firms it authorises.