KAZAKHSTAN Law and Practice Contributed by: Arman Bigazin, Mikhail Abdulov, Olzhas Abubakirov and Lidiya Sayenko, Haller Lomax LLP
partnership (although these organisational forms are almost never used in Kazakhstan); • the shareholder/parent company of a legal entity organised as a limited liability partnership has not contributed to the charter capital in full (in which case, they will be jointly liable within the value of the share they have failed to contribute); • the subsidiary company became bankrupt owing to a fault on the part of the parent company (in which case, the parent company may be held liable); • a founder or a shareholder was found guilty of deliberately bankrupting the company they own/ control; or • the shareholder or the parent company provided a corporate or personal guarantee towards the sub- sidiary company’s debts and obligations. Administrative and Criminal Liability Criminal and administrative liability cannot be shifted to other persons, including a shareholder or parent company. 6.5 ESG Requirements ESG requirements in Kazakhstan differ from their representation in other regions. Kazakhstan’s legisla- tive framework addresses ESG requirements through separate channels for environmental aspects, social aspects and government aspects, thereby lacking a unified structure to consolidate them. Specifically, the Environmental Code and associated regulations set out requirements concerning environ- mental protection, including standards for emissions, waste management, water usage, and biodiversity protection. Companies, especially those in sectors with significant environmental footprints (eg, mining and energy), must comply with these regulations. Labour and employment laws in Kazakhstan address several social issues, such as workers’ rights, safety standards, and non-discrimination. Additionally, there are laws and programmes aimed at promoting social welfare, health and community development. Governance in the ESG context typically refers to the system of rules, practices and processes by which a company is directed and controlled. Kazakhstan’s corporate law outlines basic governance structures
for businesses operating in the country. These include rules about shareholder meetings, board composi- tions, audit requirements, and disclosure norms. 6.6 Environmental Audits In Kazakhstan, the legislation does not provide mech- anisms for mandatory environmental audits for com- panies. However, a technical audit is possible if the best available techniques are implemented. Moreo- ver, an audit can be understood as an environmental impact assessment – ie, a permit document, which refers to the process of identifying, studying, describ- ing and evaluating possible significant environmental impacts during the implementation of the planned activities, based on relevant studies. Directors and other officers can personally be jointly and/or severally liable for environmental damage or breaches of environmental law committed by the company if: • such a violation is caused by their actions and/or inaction, as well as being a result of the provision of information that is misleading or known to be false; • there has been a violation of the procedure for providing information; • the company incurred losses on a transaction con- cluded as a result of dishonest actions and/or the inaction of an official; or • the violation is caused by an improper manage- ment of officials, leading to bankruptcy. 7. Personal Liability 7.1 Directors and Other Officers Officials can voluntarily insure against liability for viola- tions of environmental legislation by the company and associated penalties. However, this type of insurance is not common in Kazakhstan.
8. Insurance 8.1 Environmental Insurance
Environmental insurance is a type of economic regu- lation of environmental protection. The order of the
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