Board Charter

KAZAKHSTAN POTASH CORPORATION LIMITED ACN 143 441 285

(“Company”)

1. PURPOSE

1.1  This document sets out the following matters:

1.1.1 the roles and responsibilities of the Board of the Company; and

1.1.2 the roles and responsibilities of the Senior Management of the Company; and

1.1.3 the manner of operation of the Board as a whole.

1.2 In the compilation of this Charter, the Company has where possible followed the recommendations of the ASX Corporate Governance Principles and Recommendations, 2nd edition (2007).

2. DEFINITIONS

2.1 In this Charter:

Board means the Board of the Company;

CEO means the Chief Executive Officer;

CFO means the Chief Financial Officer;

Chairman means the chairman of the Board;

Charter means this Board Charter;

Secretary means the secretary of the Company;

Senior Management means employees of the Company who manage the Company pursuant to the directions and delegations of the Board.

3. COMPOSITION OF THE BOARD

3.1 It is the objective of the Company to establish and maintain a Board with a broad representation of skills, experience and expertise.

3.2 To assist in achieving the objective stated above, the Board will at all times consist of:

3.2.1  Executive and non-executive directors; and

3.2.2 A minimum of three directors.

3.3 The members of the Board will be listed in the Annual Report of the Company.

3.4 A non-executive director is an independent director if they are a director who is not a member of Senior Management of the Company and who:

3.4.1 Is not a substantial shareholder of the Company, or an officer of, or otherwise directly associated with a substantial shareholder of the Company;

3.4.2 Has not been employed by the Company or held the position of Director within the preceding three years;

3.4.3 Has not been a principal of a material professional adviser or a material consultant to the Company, or an employee materially associated with the services provided within the preceding three years;

3.4.4 Is not a material supplier or customer of the Company, or an officer of or otherwise associated directly or indirectly with a material supplier or customer of the Company;

3.4.5 Is not a party to a material contractual relationship with the Company other than as a Director of the Company;

3.4.6 Has not served on the Board for a period of time which may materially interfere with that Director’s motivation to act in the best interests of the Company; and

3.4.7 Is free from any conflict of interest which may materially interfere with that Director’s motivation to act in the best interest of the Company.

4. APPOINTMENT

4.1 Directors are appointed in accordance with the Constitution of the Company.

4.2 The Board will set out the terms and conditions of the appointment of a Director in a formal letter of appointment.

4.3 New Directors of the Company will be provided with a copy of the constitution of the Company and all relevant policies of the Board.

4.4 New Directors will be fully briefed with respect to the strategic direction of the Company.

5. RESPONSIBILITIES OF THE BOARD

5.1. The Board is ultimately responsible for the overall management and corporate governance of the Company.

5.2. The Board has the authority to make decisions and give directions in relation to:

5.2.1. the development, implementation and alteration of the strategic direction of the Company, including future expansion of the Company’s business activities; and

5.2.2. establishing targets and goals for Senior Management to achieve and monitoring the performance of Senior Management.

5.3. The Board will make available the required financial and human resources to Senior Management to achieve the targets and goals set by the Board.

5.4. The Board has responsibility for the following specific matters:

5.4.1 the appointment, and where appropriate, the removal of the:

5.4.1.1 CEO;

5.4.1.2 CFO;

5.4.1.3 Executive Directors; and

5.4.1.4 Senior Management,

of the Company.

5.4.2 Oversight of and final approval in relation to all matters delegated to Senior Management;

5.4.3 Determining and amending when appropriate, the powers and functions of the Risk and Audit Committee, and upon establishment, the Technical Committee;

5.4.4 Ensure the Code of Conduct, the Communication and Disclosure Policy, the Securities Trading Policy, the Risk Management Policy and Remuneration Policy are operative and being complied with;

5.4.5 Regular review of and powers to amend the Code of Conduct, the Communication and Disclosure Policy, the Securities Trading Policy, the Risk Management Policy and Remuneration Policy to ensure the policies meet the standards of corporate governance the Board is committed to;

5.4.6 Review and oversight of compliance with ASX Listing Rules, financial reporting obligations, legal compliance and related corporate governance matters;

5.4.7 Approving and monitoring major capital expenditure, capital management, acquisitions and divestitures and material contracts;

5.4.8 Approving and monitoring major Company financing matters including incurring material debt obligations; and

5.4.9 Monitoring and reviewing the financial performance of the Company including the share price of the Company and substantial changes in the share register of the Company;

5.4.10 Monitoring and reviewing the operational performance of the Company including the viability of current and prospective mining operations and exploration opportunities; and

5.4.11 Proposing and recommending to shareholders any changes in the capital structure of the Company or the details of the Company registered with the ASIC.

5.5 The Board may, in its absolute discretion, delegate any matter listed above in 5.4.1 – 5.4.11 to Senior Management to ensure the efficient day-to-day operation of the Company.

6. ALLOCATION OF RESPONSIBILITIES

6.1 The Executive Chairman has the following responsibilities:

6.1.1 The organisation and efficient conduct of the business of the Board at Board meetings and on all other occasions;

6.1.2 Ensuring all Directors are adequately informed about Board matters in a timely fashion to facilitate rigorous and accurate decision making in all business of the Board;

6.1.3 Setting the agenda for meetings of the Board;

6.1.4 In conjunction with the Executive Director, shall be responsible for performing the duties of a chief executive officer of the Company, until such time as the Company formally appoints a CEO;

6.1.5  Li aising with the Secretary concerning matters of corporate governance and conveying all information to the Board; and

6.1.6 Encouraging engagement and compliance by Board members with their duties as Directors.

6.2 The Executive Director has the following responsibilities:

6.2.1 Setting the policy direction of the Company in consultation with the Board;

6.2.2 Liaising directly with the CEO and other Senior Management;

6.2.3 In conjunction with the Executive Chairman, shall be responsible for performing the duties of a chief executive officer of the Company, until such time as the Company formally appoints a CEO;

6.2.4 To bring all material matters affecting the Company to the attention of the Board in a timely fashion; and

6.2.5 Oversight and ultimate control of the operations of the Company.

6.3 The CEO/Senior Management of the Company has the following responsibilities:

6.3.1 Manage the Company in accordance with the directions and delegations of the Board;

6.3.2 Report to the Board in a timely fashion all matters concerning the operations of the Company and the Company’s employees;

6.3.3 Coordinate the roles and responsibilities of the management and employees of the Company to achieve the goals set by the Board;

6.3.4 Carry out the day-to-day management of the Company;

6.3.5 In consultation with the Company’s management and employees, establish and implement management policies and procedures to:

6.3.5.1 Achieve the goals set by the Board;

6.3.5.2 Build and maintain employee satisfaction and well-being;

6.3.5.3 Build and maintain a staff identity and allegiance to the Company; and

6.3.5.4 Ensure a safe workplace for all employees; and

6.3.6 Setting the terms and conditions of employment for all employees of the Company.

6.4 The Company Secretary has the following responsibilities:

6.4.1 The adoption and implementation of corporate governance practices;

6.4.2 Coordination of the Board and its Committees;

6.4.3 Monitoring of the policies and procedures of the Board;

6.4.4 Advising the Board, through the Executive Chairman, of the corporate governance policies of the Company;

6.4.5 The accurate reporting of the Business of the Board including the timely despatch of Board agendas and briefing papers and the accurate recording and timely despatch of the minutes of the Board;

6.4.6 Ensuring compliance with ASX Listing Rules, the Corporations Act and Corporations Regulations where applicable to the Board and the Company; and

6.4.7 Liaising with the ASX in respect of Company announcements.

7. BOARD MEETINGS

7.1 The Board will meet no fewer than six (6) times each financial year and may meet as often as required to fulfil their duties.

7.2 Board papers are to be provided to all proposed attendees of Board meetings no fewer than two days before the Board meetings.

7.3 Minutes of Board meetings are to be provided to Directors no longer than 14 days following a Board meeting.

8. BOARD COMMITTEES AND CORPORATE GOVERNANCE

8.1 To assist in the execution of its duties, the Board has established an Audit and Risk Committee, and as at the date of this Charter, intends to establish a Technical Committee for the Company.        

8.2 The Audit and Risk Committee has adopted a Charter setting out matters concerning its composition and responsibilities.

8.3 Upon establishment, the Technical Committee will report to the Board on the following matters as they relate to the Company:

8.3.1 Mining activities;

8.3.2 Exploration activities;

8.3.3 Mining tenements;

8.3.4 Geological, geophysical and geotechnical issues relating to the mining activities of the Company.

8.4 In addition to this Charter the Board has also adopted the following policy documents in the interest of best practice in corporate governance and to guide and assist the Company in the pursuit of its values and the achievement of its goals:

8.4.1 Code of Conduct;

8.4.2 Securities Trading Policy;

8.4.3 Communication and Disclosure Policy;

8.4.4 Risk Management Policy

8.5 The Board will review the policies and the Committee structure on a quarterly basis to ensure that considering the size of the Company and composition of the Board, the Board Committees and policies is the most cost-effective and beneficial corporate structure for the Company which reflect the values of the Company and guide the conduct of the Board consistently with those goals.

9. INDEPENDENT PROFESSIONAL ADVICE

9.1 The Board collectively, and the Directors independently, are entitled to seek independent professional advice at the Company’s expense to assist in their carrying out the functions and responsibilities as set out in this Charter or as regulated by applicable legislation, regulation or common law.

9.2 The Executive Chairman must approve the engagement of professional advisors acting in the best interests of the Company.  If the Executive Chairman refuses approval of the engagement of professional advisors, the matter may be referred to the Board.