Air Astana publishes amended governance code after shareholder vote

Shareholders of Air Astana JSC approved amendments and supplements to the airline's Corporate Governance Code at an extraordinary general meeting on 28 September, the company said in a results announcement. The amended code is now published on the company's investor relations site.

The announcement, made to the London Stock Exchange, does not say which provisions changed and gives no vote counts. It says a copy of the resolution was lodged with the National Storage Mechanism in accordance with UK Listing Rule 6.4.2R, the company said. The meeting notice of 13 August said the agenda materials would be available to shareholders at least ten days before the vote, on request by email or at the company's office in Almaty.

The cover page of the code records the original approval on 8 February 2024 as minutes No. 194 and the amendments of 28 September 2026 as minutes No. 202, according to the document.

How the vote was run

The meeting was held by absentee ballot under Kazakhstan's Law on Joint Stock Companies, with no session in person, the notice shows. Shareholders on the register at 00:00 Almaty time on 31 August were eligible. Voting slips were accepted from 14 to 25 September, and the company's counting commission was to validate them, determine the quorum and draw up the minutes on 28 September. The notice said holders of global depositary receipts could vote only by instructing the depositary, Citibank, N.A.

A second condition came from aviation law. Under Article 74-1 of the Aviation Law and Article 8.1 of the charter, every holder of shares or receipts must tell the company the citizenship of the holder and of the ultimate owners exercising effective control. A shareholder that supplies none or only part of that information is not counted towards the quorum and may not take part in the vote, the notice said.

What the published code requires

The code says it was prepared under Kazakh law, the market rules of the Astana International Financial Centre (AIFC) and the UK Corporate Governance Code. It treats the seven AIFC principles as mandatory and the standards beneath them as subject to comply-or-explain disclosure, and it requires the company to report on compliance in its annual report, the text says. Several provisions bear on board structure:

• Independence: at least one third of the board must be independent non-executive directors (clause 3.8). In assessing independence the board is to consider factors including nine years' service, representing a major shareholder and being a state employee (clause 3.9).
• Audit committee: it must consist only of independent directors, include at least one with recent and relevant financial expertise and have an independent chair (clause 4.6).
• Nomination and remuneration committee: at least three members, a majority of them independent, with an independent chair. The board chairman may sit on it but not lead it (clause 7.5).
• Pay: non-executive directors receive only a fixed annual fee, independent directors may not be granted share options or similar instruments, and directors are not entitled to meeting attendance fees (clause 7.3). The general meeting approves directors' remuneration (clause 7.9).

Clause 2.5 covers the chair. It acknowledges that the AIFC and UK standards call for an independent chair but says the charter allows a non-independent person to be elected. In that case the company must report a departure from the AIFC standard in its annual report and outline the mitigating measures, the clause says. Under clause 2.2, the chair and chief executive roles may not be held by the same person.

The board against the text

The board elected on 9 February serves until 30 May 2028. It has nine seats, held by three Samruk-Kazyna representatives including chairman Nurlan Zhakupov, five independent directors and the chief executive, the results announcement says. The same announcement shows that shareholders also approved a restated board remuneration policy and independent directors' pay, both applying from 1 January 2025. Ibrahim Canliel, previously chief financial officer, has been chief executive since 1 April, the company's board page says.

In its 2025 integrated report, Air Astana said it complied with almost all provisions of the code in 2025, the exception being provision 2.5 on the chair's independence (page 83). The report said Samruk-Kazyna held 41 per cent of the share capital at the date of the report and had appointed Zhakupov, and that the five independent directors were there to mitigate any concerns about independence. It added that the company had partly adopted AIFC standard 26A, under which the board should include both the chief executive and the chief financial officer (page 98).

On the lists the company publishes, the audit committee has four members, all independent, chaired by Keith Gaebel. The nomination and remuneration committee has five, four of them independent, chaired by independent director Janet Heckman with Zhakupov as a member (committees page).

The board page gives Heckman's election as January 2019 and Garry Kingshott's as August 2019 (board page). Nine years' service, one of the factors in clause 3.9, would fall in January 2028 for Heckman, before the current term ends, and in August 2028 for Kingshott. The clause frames tenure as a matter for the board to weigh, not an automatic bar (code text).