“Ereymentau Wind Power” limited liability partnership was established on November 24, 2011. The main activity of the partnership is production of electricity using renewable energy sources.
Currently "Ereymentau Wind Power" LLP is engaged is implementing the project "Construction of 50 MW wind power plant in Ereymentau area including a potential expansion to 300 MW". Agreement on financing the project was signed with the European Bank for Reconstruction and Development (EBRD).
«Teploenergomash» LLP plans to build two power plants on Big Almaty Channel with a total capacity of 12 MW. This project with 2028, 6 bn. tenge investments has already been launched. 4.8 hectares of land has been allocated for construction of future power plants as well as funds in the amount of 350 million tenge for preparation of design and estimate documentation.
It is also planned to create a 19-22 HPP cascade on Shelek river of Enbekshikazakh area with total capacity of 60,8 MW (Almaty region).
«FWPP» limited liability partnership was established on June 27, 2011, it provides services on production of electricity, engineering and construction of facilities using renewable sources of energy, design and construction of facilities.
The working commission of 45 MW WPP signed the Act on August 14, 2015 in the framework of project “Construction of 45 MW wind power plant near Ereymentau city (Akmola region) including a potential expansion up to 300 MW”:
“Forum Muider B.V.” company is a joint enterprise with United Company RUSAL with equal ownership interests of 50% / 50%, registered in the Netherlands, and is the holding company that owns 100% equity stake in the authorized capital of “Bogatyr Coal" LLP.
Samruk-Green Energy Limited Liability Partnership was established on January 25, 2012 and provides services for the production of electrical energy, design and construction of facilities using renewable energy sources.
The only participant of Samruk-Green Energy LLP is Samruk-Energy JSC - 100% stake.
Today, the total installed capacity is 8.6 MW.
Since 2013, the project of a solar power plant (SPP) of Samruk Green Energy LLP in the city of Konaev, Almaty region with a total capacity of 2 MW and a SPP of 416 kW has been launched, an increase in the capacity of the SPP has been carried out (with a capacity of 1 MW in the Alatau microdistrict of Almaty) and WPP (with a capacity of 5 MW, Nurly village, Enbekshikazakh district, Almaty region). Also, the project for the construction of a 50 MW solar power plant in the area of Kapshagay is being developed.
In accordance with the Program for development of the Republic of Kazakhstan’s power industry until 2030, a decision on construction of 3000 MW Balkhash Thermal Power Plant (Project) including a potential increase in the capacity up to 4000 MW was made in 2007. The site for construction of Balkhash TPP JSC by “Samruk-Energy” JSC is located 200 kilometers south of Balkhash city, on the territory of Almaty region in Ulken village in the place of anticipated construction of South-Kazakhstan SDPP (YuKGRES).
Substantiation of the need to build Balkhash thermal power plant is determined by power and capacity shortage and power in Southern zone inhabited by more than 40% of Kazakhstan’s population.
A shareholder of "Balkhash TPP" JSC is "Samruk-Energy" JSC - 100% of shares.
«Bogatyr Coal» LLP is the largest, rapidly developing open-pit coal mining company in Kazakhstan. The Company accounts for 70% of total volume of coal mined in Ekibastuz coal basin.
“Bogatyr” open-pit mine, the design capacity of which is 50 mln. tons of coal per year was built in nine stages from 1965 to 1979. Maximum annual output was reached in 1985 – 56, 8 mln. tons of coal. A mine with such unit output was built for the first time in the world and it was recorded in the Guinness Book of Records in terms of this indicator. "Bogatyr" open-pit mine was a part of “Ekibastuzkomir” SJSC until November 1996.
The new stage of field development began in the mid-nineties of the last century when new investors came here. History of “Bogatyr Access Komir" LLP begins from September 1996. At that time, “Assess Industries Inc” privatized the property of “Bogatyr” and “Stepnoy” open-pit mines (70%) following the results of open tender conducted in accordance with government’s resolution.
According to shareholders’ agreement, from 2009 "Bogatyr Access Komir" was transferred to the management of the joint venture of Kazakhstani "Samruk-Energy" JSC and Russian RUSAL.
In March 2009, “Bogatyr Access Komir” was renamed to "Bogatyr Coal" LLP.
Currently, the design capacity of “Bogatyr Coal" LLP mines is 42 million tons of coal per year (Bogatyr cut - 32 million tons, Severnyi cut - 10 million tons).
Bogatyr Coal supplies coal on market conditions to generating facilities of the Group and third parties located both in Kazakhstan and in Russia. Bogatyr Coal mines are located in 35 km from Ekibastuz GRES-1 and 53 km from Ekibastuz GRES-2 (the distance by railroad), which helps the Group to minimize coal transportation costs. Most of the coal-fired power plants in Kazakhstan use coal produced by Bogatyr Coal.
In accordance with the of the article 7 of the Charter of JS “Samruk-Energy”, the bodies of JSC “Samruk-Energy” are the following:
1) superior body – The sole shareholder;
2) managerial body – Board of directors;
3) executive body – Management of the JSC;
4) the body that controls financial and economic activities of the Company, evaluates internal control, risk management, execution of documents in the sphere of corporate management and consultancy for the purposes of improvement of the Company’s activities – Internal Auditing Service.
superior body – The sole shareholder
The following main issues are related to exclusive competence of the Shareholders meeting (holder of all voting stocks):
1) introduction of amendments to the charter of the company or approval of its new version;
2) approval of the corporate management code as well as amendments to it;
3) voluntary reorganization or liquidation of the company;
4) decision making about the increase in quantity of declared shares of the company or change of the type of unplaced declared shares of the company;
5) determination of the quantitative composition, period of powers of the board of directors, election of its members and early termination of their powers, as well as determination of the sum and conditions of payment of rewards to the board of directors’ members;
6) determination of an auditing organization that audits the company;
7) approval of annual financial reports;
8) approval of the distribution of net income for a reported financial year, decision making on payment of dividends on ordinary shares calculated per ordinary share of the company.
managerial body – Board of directors.
Activities of the Board of directors are regulated by theRegulations about the Board of directors of JSC “Samruk-Energy”
The following main issues are related to exclusive competence of the Board of directors:
1) determination of priority directions of activities of the Company;
2) decision making on convention of an annual or special shareholders meeting;
3) decision making on placement (realization), including the quantity of placed (realized) shares within the limits of the quantity of declared shares, method and price of its placement (realization);
4) advance approval of annual financial reports of the Company;
5) determination of the quantitative composition, term of powers of the executive body, election of its head and members (a person solely acting as an executive body), as well as preterm termination of their powers;
6) determination of the sum of official salaries and the terms of salary payment and rewarding of head and members of the executive body (a person solely acting as an executive body);
7) determination of the quantitative composition, term of powers of the internal auditing service, election of its head and members, as well as preterm termination of their powers, determination of the order of work of the internal auditing service, sum and terms of salary payment and rewarding of members of the internal auditing service.
executive body – Administration of JSC “Samruk-Energy”.
Administration of JSC “Samruk-Energy” carries out its activities in accordance with the Regulations about the Administration of JSC “Samruk-Energy”.
The following main issues are related to exclusive competence of the Administration:
1) Decision making for achievement of objectives of the Company;
2) Development, approval and submission to the Board of directors of Strategic directions of Company development for 5 (five) years, Plan of Company development (medium-term business-plan for 3 (three) years), budget of the Company (business-plan for 1 (one) year);
3) Realization of the Plan of Company development (medium-term business-plan for 3 (three) years), budget of the Company (business-plan for 1 (one) year);
4) Development and application of procedures of internal control and risk management in the Company;
5) Approval of personnel arrangement and structure of the Company with consideration of the staff numbers of employees of the central machinery of the Company approved by the Board of directors.
the body that carries out control over financial-economic activities of the Company, evaluations in the sphere of internal control, risk management, execution of documents in the sphere of corporate management and consultancy for the purposes of improvement of the Company’s activities – Internal Auditing Service.
The Internal auditing service of JSC “Samruk-Energy” carries out its activities in accordance with the Regulations about the Internal auditing service of JSC “Samruk-Energy”.
The mission of the Internal auditing service consists in rendering necessary assistance to the Board of directors and Administration in fulfillment of their duties for achievement of the strategic objectives of the Company.
The main purpose of activities of the Internal auditing service is to provide independent and impartial information to the Board of directors for efficient management of the Company through application of a system approach in improvement of the systems of risk management, internal control and corporate management.
The main tasks of the Internal auditing service are the following:
1) evaluation of reliability and efficiency of the internal control system;
2) evaluation of reliability and efficiency of the risk management system;
3) evaluation of trustworthiness, completeness and reliability of financial reports.
The Internal auditing service, in accordance with the entrusted tasks, carries out the following functions in a stated order:
1) carries out evaluation of adequacy and efficiency of the internal control system in the Company;
2) carries out evaluation of completeness of application and efficiency of the methods of risk assessment and procedures of risk management in the Company;
3) carries out verification of fulfillment of requirements of the legislation of the Republic of Kazakhstan, international agreements, internal documents of the Company, as well as fulfillment of instructions of empowered and supervisory authorities, decisions of the bodies of the Company and evaluates systems that had been created for the purposes of meeting those requirements.
Audit Committee of the Board of Directors of the Company
The Audit Committee of the Board of Directors of «Samruk-Energy» JSC acts in compliance with the Regulation on the Audit Committee of the Board of Directors of «Samruk-Energy» JSC with changes and additions approved by the decision of the Board of Directors of «Samruk-Energy» JSC on May 25, 2018 (Minutes No. 05/18).
The Audit Committee acts in the interests of the Company's shareholders and its activities are aimed at providing assistance to the Company's Board of Directors by developing the recommendations on:
The Audit Committee performs the following functions under the established procedure:
Appointment and Remuneration Committee of the Board of Directors of the Company
Appointment and Remuneration Committee of the Board of Directors of «Samruk-Energy» JSC acts in compliance with the Regulation on the Appointment and Remunerations Committee of the Board of Directors of «Samruk-Energy» JSC, approved on May 25, 2018 (Minutes No. 05/18).
The Committee competence includes the following issues:
Strategic Planning Committee of the Board of Directors of the Company
Strategic Planning Committee of the Board of Directors of «Samruk-Energy» JSC acts in compliance with the Regulation on the Strategic Planning Committee of the Board of Directors of «Samruk-Energy» JSC with changes and additions approved by the decision of the Board of Directors of «Samruk-Energy» JSC on May 25 2018 (Minutes No. 05/18).
The Committee competence includes the following issues:
Health, Safety, and Environmental Protection Committee
of the Board of Directors
Health and Safety and Environmental Protection Committee of the Board of Directors of «Samruk-Energy» JSC acts in compliance with the Regulation on the Health and Safety and Environmental Protection Committee of the Board of Directors of «Samruk-Energy» JSC approved by the decision of the Board of Directors of «Samruk-Energy» JSC dated March 31, 2018 (Minutes No. 03/18).
The Committee competence includes the following issues:
The Appointment committee of the Board of directors
The composition of the Appointment and remuneration Committee of the Board of Directors of JSC “Samruk-Energy” on August 1, 2023:
- Ogay V.D. - independent Director, Chairman of the appointment and remuneration Committee.
- Zhubayev A.S. - independent Director, Member of the appointment and remuneration Committee.
- Repin A.Yu. - Member of the appointment and remuneration Committee.
- Akimov T.N.- (Senior manager of oil and gas, mining and energy assets department of “Samruk-Kazyna” JSC) - expert of the Appointment and remuneration Committee without voting rights.
The Auditing committee of the Board of directors
Composition of the Audit committee of the Board of Directors of JSC “Samruk-Energy” on August 1, 2023:
- Zhubayev A.S. - independent Director, Chairman of the Audit Committee of the Board of Directors;
- Ogay V.D. - independent Director, member of the Audit Committee of the Board of Directors.
- Kashkinbekov A.K. - independent Director, member of the Audit Committee of the Board of Directors.
- Akimov T.N. - (Senior manager of oil and gas, mining and energy assets department of “Samruk-Kazyna” JSC) - expert of the Audit Committee without voting rights.
- Mynzhanov Y.S. - (Senior manager of strategy and assets financial-economic management department of “Samruk-Kazyna” JSC - expert of the Audit Committee without voting rights.
The Strategic planning Committee of the Board of directors
Composition of the Strategic Planning Committee on August 1, 2023:
- Kashkinbekov A.K. - independent director, the Strategic Planning Committee Chairman.
- Zhubayev A.S. - independent Director, member of the Strategic Planning Committee.
- Akimov T.N. (Senior manager of oil and gas, mining and energy assets department of “Samruk-Kazyna” JSC) - expert of strategic planning committee without voting rights
- Mynzhanov Y.S. (Senior manager of strategy and assets financial-economic management department of “Samruk-Kazyna” JSC - expert of strategic planning committee without voting rights
The Health, Safety and Environmental Protection Committee
Composition of the Committee
Composition of the Health, Safety and Environmental Protection Committee on August 1, 2023:
- Ogay V.D. - independent director, the Health, Safety and Environmental Protection Committee Chairman.
- Kashkinbekov A.K. - independent director, member of the Health, Safety and Environmental Protection Committee.
- Akimov T.N. - (Senior manager of oil and gas, mining and energy assets department of “Samruk-Kazyna” JSC) - expert of the Health, Safety and Environmental Protection Committee without voting rights.
2022 year
In 2022 Board of directors of the Company held 17 meetings, 11 meetings in presentia and 6 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2022 is as follows:
In presentia meetings of the Board of Directors - 60%
In absentia Board of Directors meeting - 40%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Kazutin N.Yu, Repin A. Yu., Zharkeshov E.S., Ogay V.D., Kashkinbekov A.K., Zhubayev A.S., Tyutebayev S.S. took part in all meetings of the Board of Directors that is in 100% of attendance.
2021 year
In 2021 Board of directors of the Company held 14 meetings, 8 meetings in presentia and 6 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2021 is as follows:
In presentia meetings of the Board of Directors - 60%
In absentia Board of Directors meeting - 40%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Akchulakov B.U., Kravchenko A.N., Andreas Stoerzel, Joaquin Galindo and Yessimkhanov S.K. took part in all meetings of the Board of Directors that is in 100% of attendance.
2020 year
In 2020 Board of directors of the Company held 13 meetings, 9 meetings in presentia and 4 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2020 is as follows:
In presentia meetings of the Board of Directors - 70%
In absentia Board of Directors meeting - 30%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Karymsakov B.E., Zhamiyev A.K., Andreas Stoerzel, Luca Sutera, Joaquin Galindo and Zhulamanov B.T. took part in all meetings of the Board of Directors that is in 100% of attendance.
2019 year
In 2019 Board of directors of the Company held 13 meetings, 9 meetings in presentia and 4 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2019 is as follows:
In presentia meetings of the Board of Directors - 70%
In absentia Board of Directors meeting - 30%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Karymsakov B.E., Zhamiyev A.K., Andreas Stoerzel, Luca Sutera, Joaquin Galindo and Zhulamanov B.T. took part in all meetings of the Board of Directors that is in 100% of attendance.
2018 year
In 2018 Board of directors of the Company held 14 meetings, 11 meetings in presentia and 3 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2018 is as follows:
In presentia meetings of the Board of Directors - 80%
In absentia Board of Directors meeting - 20%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Aidarbayev A.S., Rakhmetov N.K., Andreas Stoerzel, Spitsyn A.T., Luca Sutera, Joaquin Galindo and Zhulamanov B.T. took part in all meetings of the Board of Directors that is in 100% of attendance.
2017 year
In 2017 Board of directors of the Company held 12 meetings, 9 meetings in presentia and 3 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2017 is as follows:
In presentia meetings of the Board of Directors - 70%
In absentia Board of Directors meeting - 30%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Bektemirov K.A., Rakhmetov N.K., Andreas Stoerzel, Luca Sutera, Joaquin Galindo, Spitsyn A.T. and Satkaliyev A.M. took part in all meetings of the Board of Directors that is in 100% of attendance.
2016 year
In 2016 Board of directors of the Company held 11 meetings, 7 meetings in presentia and 4 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2016 is as follows:
In presentia meetings of the Board of Directors - 60%
In absentia Board of Directors meeting - 40%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Bektemirov K.A., Satkaliyev A.M., Andreas Stoerzel, Spitsyn A.T. and Luca Sutera took part in all meetings of the Board of Directors, that is in 100% of attendance.
2015 year
In 2015, the the Board of directors of the Company held 9 meetings in presentia.
Thus, the percentage of in presentia and in absentia meetings in 2015 is as follows:
In presentia meetings of the Board of Directors - 100%
In absentia Board of Directors meeting - 0%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Bektemirov K.A., Satkaliyev A.M., Ogai A., Spitsyn A.T. and Luca Sutera took part in all meetings of the Board of Directors, that is in 100% of attendance.
2022
Number of meetings and attendance at meetings of Committees at the Board of directors of JSC “Samruk-Energy”
Appointment and Remuneration Committee. During the 2022 - 9 in presentia committee meetings were held, which reviewed 57 issues. Participation by members of the Appointment and Remuneration Committee, entitled to vote at meetings of the Committee was 100%.
Audit committee. During the 2022 - 8 in presentia committee meetings were held, which reviewed 55 issues. Participation by members of the Auditing Committee, entitled to vote at meetings of the Committee was 100%.
Strategic planning committee meetings. During the 2022 - 7 in presentia committee meetings were held, which reviewed 38 issues. Participation by members of the Strategic planning Committee, entitled to vote at meetings of the Committee was 100%.
Health, Safety and Environmental Protection committee meetings.
During the 2022 - 4 in presentia committee meetings were held, which reviewed 9 issues. Participation by members of the Health, Safety and Environmental Protection committee meetings, entitled to vote at meetings of the Committee was 100%.
2021
Number of meetings and attendance at meetings of Committees at the Board of directors of JSC “Samruk-Energy”
Appointment and Remuneration Committee. During the 2021 - 8 in presentia committee meetings were held, which reviewed 69 issues. Participation by members of the Appointment and Remuneration Committee, entitled to vote at meetings of the Committee was 100%.
Audit committee. During the 2021 - 7 in presentia committee meetings were held, which reviewed 64 issues. Participation by members of the Auditing Committee, entitled to vote at meetings of the Committee was 100%.
Strategic planning committee meetings. During the 2021 - 8 in presentia committee meetings were held, which reviewed 45 issues. Participation by members of the Strategic planning Committee, entitled to vote at meetings of the Committee was 100%.
Health, Safety and Environmental Protection committee meetings.
During the 2021 - 6 in presentia committee meetings were held, which reviewed 7 issues. Participation by members of the Health, Safety and Environmental Protection committee meetings, entitled to vote at meetings of the Committee was 100%.
2020
Number of meetings and attendance at meetings of Committees at the Board of directors of JSC “Samruk-Energy”
Appointment and Remuneration Committee. During the 2020 - 9 in presentia committee meetings were held, which reviewed 45 issues. Participation by members of the Appointment and Remuneration Committee, entitled to vote at meetings of the Committee was 100%.
Auditcommittee. During the 2020 - 8 in presentia committee meetings were held, which reviewed 66 issues. Participation by members of the Auditing Committee, entitled to vote at meetings of the Committee was 100%.
Strategic planning committee meetings. During the 2020 - 8 in presentia committee meetings were held, which reviewed 43 issues. Participation by members of the Strategic planning Committee, entitled to vote at meetings of the Committee was 100%.
Health, Safety and Environmental Protection committee meetings. During the 2020 - 6 in presentia committee meetings were held, which reviewed 7 issues. Participation by members of the Health, Safety and Environmental Protection committee meetings, entitled to vote at meetings of the Committee was 100%.
2019
Number of meetings and attendance at meetings of Committees at the Board of directors of JSC “Samruk-Energy”
Appointment and Remuneration Committee.During the 2019 - 8 in presentia committee meetings were held, which reviewed 40 issues. Participation by members of the Appointment and Remuneration Committee, entitled to vote at meetings of the Committee was 100%.
Auditcommittee During the 2019 - 8 in presentia committee meetings were held, which reviewed 59 issues. Participation by members of the Auditing Committee, entitled to vote at meetings of the Committee was 100%.
Strategic planning committee meetings.During the 2019 - 8 in presentia committee meetings were held, which reviewed 45 issues. Participation by members of the Strategic planning Committee, entitled to vote at meetings of the Committee was 100%.
Health, Safety and Environmental Protection committee meetings. During the 2019 - 4 in presentia committee meetings were held, which reviewed 9 issues. Participation by members of the Health, Safety and Environmental Protection committee meetings, entitled to vote at meetings of the Committee was 100%.
2018
Number of meetings and attendance at meetings of Committees at the Board of directors of JSC “Samruk-Energy”
Appointment and Remuneration Committee.During the 2018 - 12 in presentia committee meetings were held, which reviewed 68 issues. Participation by members of the Appointment and Remuneration Committee, entitled to vote at meetings of the Committee was 100%.
Auditcommittee During the 2018 - 12 in presentia committee meetings were held, which reviewed 81 issues. Participation by members of the Auditing Committee, entitled to vote at meetings of the Committee was 100%.
Strategic planning committee meetings.During the 2018 – 10 in presentia committee meetings were held, which reviewed 30 issues. Participation by members of the Strategic planning Committee, entitled to vote at meetings of the Committee was 100%.
Health, Safety and Environmental Protection committee meetings. During the 2018 - 4 in presentia committee meetings were held, which reviewed 8 issues. Participation by members of the Health, Safety and Environmental Protection committee meetings, entitled to vote at meetings of the Committee was 100%.
2017
Number of meetings and attendance at meetings of Committees at the Board of directors of JSC “Samruk-Energy”
Appointment and Remuneration Committee.During the 2017 - 9 in presentia committee meetings were held, which reviewed 40 issues. Participation by members of the Appointment and Remuneration Committee, entitled to vote at meetings of the Committee was 100%.
Auditcommittee During the 2017 - 9 in presentia committee meetings were held, which reviewed 48 issues. Participation by members of the Auditing Committee, entitled to vote at meetings of the Committee was 100%.
Strategic planning committee meetings.During the 2017 - 7 in presentia committee meetings were held, which reviewed 30 issues. Participation by members of the Strategic planning Committee, entitled to vote at meetings of the Committee was 100%.
JSC “National Welfare Fund “Samruk-Kazyna” as a shareholder owning all voting stocks of the Company independently nominates candidates to the Board of directors of JSC “Samruk-Energy”, and its composition is approved by the Administration of JSC “National Welfare Fund “Samruk-Kazyna”.
Chairman of the Board of Directors elected by the decision of the Sole shareholder. If the Sole shareholder`s representative is elected as Chairman, the Board of Directors elects the Senior Independent Director from among the independent directors;
The process of search and selection of candidates for the Board of Directors of the Sole shareholder is carried out jointly with the Chairman of the Board of Directors and the Chairman of the Appointment and Remuneration Committee of the Board of Directors of the Company.
.
Given that Samruk-Kazyna JSC is a shareholder who owns all the voting shares of Samruk-Energy JSC, General Meetings of Shareholders of Samruk-Energy JSC are not held and the decisions referring to the exclusive jurisdiction of the General Meeting of Shareholders of Samruk-Energy JSC , are accepted by the Management Board and Chairman of the Board of Samruk-Kazyna JSC.
The activity of the Management Board and Chairman of the Board of Samruk-Kazyna JSC is defined by the internal documents of Samruk-Kazyna JSC.
More information about Samruk-Kazyna JSC and activity of its agencies and officials can be found at: www.samruk-kazyna.kz.
In accordance with the Charter of Samruk-Kazyna JSC the Authority and the official of Samruk-Kazyna JSC who have the right to make decisions on matters within the exclusive competence of the General Meeting of Shareholders of Samruk-Energy JSC, are the Management Board and the Chairman of the Board of Samruk-Kazyna JSC .
Matters referred to the General Meeting of Shareholders of Samruk-Energy JSC, are submitted for consideration by the Management Board and Chairman of the Board of Samruk-Kazyna JSC in the order determined by the internal documents of Samruk-Kazyna JSC.
More information about Samruk-Kazyna JSC and functions of its agencies can be found at: www.samruk-kazyna.kz.
Board of Directors meeting are held in accordance with the schedule drawn up every year since the beginning of its term, based on the principle of rationality, efficiency and regularity. The Board of Directors shall hold meetings at least six times a year.
The Board of Directors meeting may be convened by its Chairman or executive body or by the request of: 1) any member of the Board of Directors;
1) any member of the Board of Directors;
2) the Internal Auditing Service of the Company;
3) the auditing firm performing audit of the Company;
4) Sole shareholder.
The request to convene a meeting of the Board of Directors shall be presented to the Chairman of the Board of Directors by means of a written communication containing a proposed agenda for the meeting of the Board of Directors.
In case of refusal of the Chairman of the Board of Directors in convening of meeting the initiator shall be entitled to send such request to the executive authority, which shall convene a meeting of the Board of Directors.
The Board of Directors meeting is to be convened by the Chairman of the Board of Directors or executive authority no later than 30 calendar days after receipt of the request to convene.
Assessment of the work of the Board of Directors of the company are carried out in accordance with the methodology of estimation of activity of the Board of Directors and its committees, the Chairman, members of the Board of Directors and Corporate Secretary JSC "Samruk-Energy".
The Company understands the importance of developing a risk management system and procedures as an essential element of corporate governance which is aimed at timely identification, assessment, monitoring and decreasing the potential events that could adversely affect its financial stability and reputation.
For arranging a risk-oriented management, respond to changes in the external and internal environment in a timely manner as well as reduce possible losses during risks occurrence, the Company and its key subsidiaries and affiliates make sure that the risk management system is introduced and improved: structural units responsible for risk management and internal control have been established, as well as risk committees have been created in order to study and approve the matters related to risk management, reports on key risks management are prepared every quarter, internal regulatory documents on risk management are updated.
The Company’s Board of Directors approved the consolidated risk register and map, quarterly reports on key risk management with a description and analysis of key risks. In order to apply a risk-based approach, the Company’s Board of Directors approved restrictions (risk appetite) for the types of the Company’s activities - investment, operating and financial.
The Company relies on international experience, industry-specific and international benchmarks, expert judgment, statistical data, a database of losses incurred, results of audits and other inspections at risks identification. The identified risks are included in the risk register and risk map of companies for their subsequent evaluation, management and monitoring. The risks included in the register and the risk map are regularly (not less than a year) reviewed to determine the relevance and degree of materiality.
The Company highlights the following risks in line with the risk management policy:
strategic;
operating;
financial;
legal.
Slowdown of economic growth in the Republic of Kazakhstan, weakening of the national currency, changes in the electricity market’s scheme and tariff reduction have a key influence on the operating conditions of the Company. While the presence of large reserves of power generating coal with a low cost of production, efficient energy facilities and government and the sole shareholder’s support provide an opportunity for enhancing the export potential and increasing competitiveness in the domestic market. So, according to the results of work performed on identification of “Samruk-Energy” JSC group of companies’ risks, 33 risks which are available in operations of “Samruk-Energy” JSC group of companies, have been identified and assessed, threshold values of KPI were updated, risk owners updated the risk factors and activities aimed at their lowering. Due to some events occurred in 2018, as well as on the basis of reports on the results of inspections of the Company’s Internal Audit Service, risks from the Risk Register were re-evaluated. Based on the results of the reassessment, 12 risks were included into the key zone of 2019 Risk map (in 2018 - 14 key risks).
JSC “Samruk-Energy” interacts with the state bodies in accordance with the requirements of the legislation of the Republic of Kazakhstan, the Charter and internal documents of JSC “Samruk-Energy”, as well as the Corporate management Code, basing on independence of the parties.
The Company seeks for non-admission of corruption and other unlawful actions from the side of the state bodies as well as officials and employees of JSC “Samruk-Energy”.
The government does not have direct influence on JSC “Samruk-Energy”, activities of the Company are influenced through decisions of the JSC “National Welfare Fund “Samruk-Kazyna” as a holder of all voting stocks of the Company.
JSC “Samruk-Energy” does not make decisions that require endorsement of the state bodies, with the exception of cases when such endorsement is required by the legislation of the RK.
The company acknowledges the vital role of effective corporate governance in securing sustainable business growth and in making well-informed managerial and investment choices.
To continuously enhance our corporate governance practices, the Company commits to adhering to the following corporate governance principles:
rigorously uphold the rights of shareholders, investors, and other stakeholders
clearly delineate authority and responsibility between the Company's bodies and divisions
enhance the effectiveness of the Board of Directors and its Committees, as well as the Executive Body and its Committees
prevent corporate conflicts and conflicts of interest
improve the management reporting system
strive to adopt leading global corporate governance practices by further implementing the principles and provisions of the Corporate Governance Code
follow the principles of transparency in providing information to shareholders and other stakeholders (including implementing a formalized and transparent policy and procedure for compensating company directors and executives, maintaining a clear dividend policy, and annually publishing a report containing financial statements and a sustainability report, in accordance with GRI and IFRS standards, among other measures)
ensure the existence of efficient planning procedures, robust internal controls, compliant internal audit systems, an effective risk management framework, and an efficient sustainable development management system.
In line with global best practices, the Company aims for continuous improvement in its corporate governance system, resulting in effective risk management and a robust internal control system. This facilitates access to external capital and enhances the Company's reputation.
The Company's efficiency is ensured through well-structured corporate governance processes at every level, ensuring transparency, control, clear delegation of authority, and timely response to risks.
At every management level, we apply a management approach that takes into consideration the social and environmental impact of our business on society and the environment. All decisions are based on ESG principles. Since ESG principles are rooted in both risks and opportunities, directors are responsible for overseeing the company's risk management, ensuring the identification, assessment, and mitigation of significant ESG risks at each management level.
Shareholder
The sole shareholder guides the Company by establishing priority tasks and strategic directions.
Our relationship with the sole shareholder is built on principles of safeguarding and respecting their rights and legitimate interests, grounded in honesty, accountability, responsibility, and transparency.
The Company strives to protect the interests of the sole shareholder by promoting long-term value growth and fostering sustainable business development.
Board of Directors
The board of directors places great emphasis on creating value for shareholders while also being responsible to all stakeholders in its decision-making process.
Executing our strategy successfully relies on our ability to attract and retain right talent beginning with a high-quality Board of Directors. Achieving a balanced Board composition is crucial, not only in terms of the mix of executive and non-executive directors but also in terms of their diverse expertise, skills, knowledge, and thinking styles.
Our current Board of Directors members bring extensive experience in various domains, including finance, accounting, auditing, engineering, strategic management, and the energy sector, encompassing green energy development and ESG.
Independent directors serve as a safeguard for making impartial decisions that align with the Company's best interests. The primary criteria for selecting Independent Directors are their professionalism and independence, ensuring they make unbiased decisions free from external influence. Independent directors actively contribute their expertise and knowledge to instill global best practices within the Company.
The Senior Independent Director within the Company's Board of Directors ensures impartiality in the Board, providing counsel and support to the Chairman in achieving the set objectives.
The Board delegates authority to its committees to give due attention to specific aspects, allowing for more in-depth examination and careful consideration of issues and decisions. The company operates under the oversight of the following committees: the Audit Committee, the Appointment and Remuneration Committee, and the Strategic Planning Committee.
For more details about the activities of the Committees under the Board of Directors, please refer to the Integrated Annual Reports of the Company available at the link: https://www.samruk-energy.kz/ru/shareholders-and-investors/annual-reports-on-the-results-of-the-company-s-activities
The Executive body
The Management Board collaborates harmoniously with the Board of Directors, engaging with all stakeholders to ensure alignment with the Company's operations, development strategy, growth plan, and decisions made by the Sole Shareholder and the Management Body.
The current head and executive body members possess outstanding professional and personal qualities. In accordance with the Corporate Governance Code, they maintain impeccable business reputations and adhere to stringent ethical standards.
Within the Management Board, there are experts for each area of the Company's operations. Each member of the executive body, being an expert in their respective field, pays special attention to management aspects that are pivotal in the company's work with an ESG agenda.
The Management Board operates with advisory bodies, established to provide expert assistance to the members of the Executive Board in addressing the most complex challenges. To learn more about the activities of the Committees under the Management Board, please refer to the Integrated Annual Reports of the Company available at the following link: https://www.samruk-energy.kz/ru/shareholders-and-investors/annual-reports-on-the-results-of-the-company-s-activities
An independent assessment of corporate governance was conducted in 2021, focusing on key areas such as the Board of Directors' and executive body's effectiveness, risk management, internal control and audit, sustainable development, shareholder rights, and transparency. As a result of this assessment, a Corporate Governance Improvement Plan was developed and successfully completed by 84.5% in 2022.
To further enhance corporate governance, a Roadmap for improving the sustainable development system was introduced in 2023. This roadmap encompasses a management approach to address all three facets of sustainable development.
Ombudsman
According to the Regulation on the Ombudsman (hereinafter - the Regulation) of “Samruk-Energy” JSC (hereinafter - the Company), the Ombudsman is a person appointed by the Board of Directors of the Company whose role is to advise the employees of the Company approaching him and assist in resolving labor disputes, conflicts, problematic issues of a social and labor nature, as well as to ensure that the Company's employees comply with the principles of business ethics.
“Compliance” Service
Compliance Service in accordance with The corporate standard for compliance functions of the group of companies of Samruk-Kazyna JSC and the Regulation on “Samruk-Energy” JSC Compliance Service is an independent structural unit, which functionally and organizationally reports to “Samruk-Energy” JSC Board of Directors.
Mediation
Mediation is a process employed to resolve disputes between involved parties with the guidance of a mediator. The objective is to reach a mutually agreeable solution, and the process relies on the voluntary consent of the parties involved.
Internal audit
The Internal Audit Service (referred to as IAS) functions as the single centralized department within “Samruk-Energy” JSC. It operates directly under the authority of the Board of Directors. The IAS is responsible for overseeing the financial and business activities of “Samruk-Energy” JSC's group of companies. It evaluates internal control and risk management processes, ensures compliance with corporate governance documents, and offers consultation to enhance the performance of “Samruk-Energy” JSC's group of companies.
Corporate governance practice
In accordance with the of the article 7 of the Charter of JSC “Samruk-Energy”, the bodies of JSC “Samruk-Energy” are the following:
1) superior body – The sole shareholder;
2) managerial body – Board of directors;
3) executive body – Management of the JSC;
4) the body that controls financial and economic activities of the Company, evaluates internal control, risk management, execution of documents in the sphere of corporate management and consultancy for the purposes of improvement of the Company’s activities – Internal Auditing Service.
superior body – The sole shareholder
The following main issues are related to exclusive competence of the Shareholders meeting (holder of all voting stocks):
1) introduction of amendments to the charter of the company or approval of its new version;
2) approval of the corporate management code as well as amendments to it;
3) voluntary reorganization or liquidation of the company;
4) decision making about the increase in quantity of declared shares of the company or change of the type of unplaced declared shares of the company;
5) determination of the quantitative composition, period of powers of the board of directors, election of its members and early termination of their powers, as well as determination of the sum and conditions of payment of rewards to the board of directors’ members;
6) determination of an auditing organization that audits the company;
7) approval of annual financial reports;
8) approval of the distribution of net income for a reported financial year, decision making on payment of dividends on ordinary shares calculated per ordinary share of the company.
managerial body – Board of directors.
Activities of the Board of directors are regulated by theRegulations about the Board of directors of JSC “Samruk-Energy”
The following main issues are related to exclusive competence of the Board of directors:
1) determination of priority directions of activities of the Company;
2) decision making on convention of an annual or special shareholders meeting;
3) decision making on placement (realization), including the quantity of placed (realized) shares within the limits of the quantity of declared shares, method and price of its placement (realization);
4) advance approval of annual financial reports of the Company;
5) determination of the quantitative composition, term of powers of the executive body, election of its head and members (a person solely acting as an executive body), as well as preterm termination of their powers;
6) determination of the sum of official salaries and the terms of salary payment and rewarding of head and members of the executive body (a person solely acting as an executive body);
7) determination of the quantitative composition, term of powers of the internal auditing service, election of its head and members, as well as preterm termination of their powers, determination of the order of work of the internal auditing service, sum and terms of salary payment and rewarding of members of the internal auditing service.
executive body – Administration of JSC “Samruk-Energy”.
Administration of JSC “Samruk-Energy” carries out its activities in accordance with the Regulations about the Administration of JSC “Samruk-Energy”.
The following main issues are related to exclusive competence of the Administration:
1) Decision making for achievement of objectives of the Company;
2) Development, approval and submission to the Board of directors of Strategic directions of Company development for 5 (five) years, Plan of Company development (medium-term business-plan for 3 (three) years), budget of the Company (business-plan for 1 (one) year);
3) Realization of the Plan of Company development (medium-term business-plan for 3 (three) years), budget of the Company (business-plan for 1 (one) year);
4) Development and application of procedures of internal control and risk management in the Company;
5) Approval of personnel arrangement and structure of the Company with consideration of the staff numbers of employees of the central machinery of the Company approved by the Board of directors.
the body that carries out control over financial-economic activities of the Company, evaluations in the sphere of internal control, risk management, execution of documents in the sphere of corporate management and consultancy for the purposes of improvement of the Company’s activities – Internal Auditing Service.
The Internal auditing service of JSC “Samruk-Energy” carries out its activities in accordance with the Regulations about the Internal auditing service of JSC “Samruk-Energy”.
The mission of the Internal auditing service consists in rendering necessary assistance to the Board of directors and Administration in fulfillment of their duties for achievement of the strategic objectives of the Company.
The main purpose of activities of the Internal auditing service is to provide independent and impartial information to the Board of directors for efficient management of the Company through application of a system approach in improvement of the systems of risk management, internal control and corporate management.
The main tasks of the Internal auditing service are the following:
1) evaluation of reliability and efficiency of the internal control system;
2) evaluation of reliability and efficiency of the risk management system;
3) evaluation of trustworthiness, completeness and reliability of financial reports.
The Internal auditing service, in accordance with the entrusted tasks, carries out the following functions in a stated order:
1) carries out evaluation of adequacy and efficiency of the internal control system in the Company;
2) carries out evaluation of completeness of application and efficiency of the methods of risk assessment and procedures of risk management in the Company;
3) carries out verification of fulfillment of requirements of the legislation of the Republic of Kazakhstan, international agreements, internal documents of the Company, as well as fulfillment of instructions of empowered and supervisory authorities, decisions of the bodies of the Company and evaluates systems that had been created for the purposes of meeting those requirements.
Audit Committee of the Board of Directors of the Company
The Audit Committee of the Board of Directors of «Samruk-Energy» JSC acts in compliance with the Regulation on the Audit Committee of the Board of Directors of «Samruk-Energy» JSC with changes and additions approved by the decision of the Board of Directors of «Samruk-Energy» JSC on May 25, 2018 (Minutes No. 05/18).
The Audit Committee acts in the interests of the Company's shareholders and its activities are aimed at providing assistance to the Company's Board of Directors by developing the recommendations on:
The Audit Committee performs the following functions under the established procedure:
Appointment and Remuneration Committee of the Board of Directors of the Company
Appointment and Remuneration Committee of the Board of Directors of «Samruk-Energy» JSC acts in compliance with the Regulation on the Appointment and Remunerations Committee of the Board of Directors of «Samruk-Energy» JSC, approved on May 25, 2018 (Minutes No. 05/18).
The Committee competence includes the following issues:
Strategic Planning Committee of the Board of Directors of the Company
Strategic Planning Committee of the Board of Directors of «Samruk-Energy» JSC acts in compliance with the Regulation on the Strategic Planning Committee of the Board of Directors of «Samruk-Energy» JSC with changes and additions approved by the decision of the Board of Directors of «Samruk-Energy» JSC on May 25 2018 (Minutes No. 05/18).
The Committee competence includes the following issues:
Health, Safety, and Environmental Protection Committee
of the Board of Directors
Health and Safety and Environmental Protection Committee of the Board of Directors of «Samruk-Energy» JSC acts in compliance with the Regulation on the Health and Safety and Environmental Protection Committee of the Board of Directors of «Samruk-Energy» JSC approved by the decision of the Board of Directors of «Samruk-Energy» JSC dated March 31, 2018 (Minutes No. 03/18).
The Committee competence includes the following issues:
The Appointment committee of the Board of directors
The composition of the Appointment and remuneration Committee of the Board of Directors of JSC “Samruk-Energy” on April 1, 2025:
- Zhubayev A.S. - independent Director, Chairman of the appointment and remuneration Committee.
- Atamkulova G.T. - independent Director, Member of the Appointment and remuneration Committee.
- Ogay A.V. – representative of “Samruk-Kazyna” interests, member of the Appointment and remuneration Committee.
- Akimov T.N. - (senior manager of oil and gas, mining and energy assets department of “Samruk-Kazyna” JSC) - expert of the Appointment and remuneration Committee without voting rights.
The Audit committee of the Board of directors
Composition of the Audit committee of the Board of Directors of JSC “Samruk-Energy” on April 1, 2025:
- Zhubayev A.S. - independent Director, Chairman of the Audit Committee of the Board of Directors;
- Atamkulova G.T. - independent Director, member of the Audit Committee of the Board of Directors.
- Kashkinbekov A.K. - independent Director, member of the Audit Committee of the Board of Directors.
- Akimov T.N. - (senior manager of oil and gas, mining and energy assets department of “Samruk-Kazyna” JSC) - expert of the Audit Committee without voting rights.
- Mynzhanov Y.S. - (senior manager of strategy and assets financial-economic management department of “Samruk-Kazyna” JSC - expert of the Audit Committee without voting rights.
The Strategic planning Committee of the Board of directors
Composition of the Strategic Planning Committee on April 1, 2025:
- Kashkinbekov A.K. - independent director, the Strategic Planning Committee Chairman.
- Zhubayev A.S. - independent Director, member of the Strategic Planning Committee.
- Moldabayev K.T. - representative of “Samruk-Kazyna” interests, member of the Strategic Planning Committee
- Akimov T.N. (Senior manager of oil and gas, mining and energy assets department of “Samruk-Kazyna” JSC) - expert of strategic planning committee without voting rights
- Mynzhanov Y.S. (senior manager of strategy and assets financial-economic management department of “Samruk-Kazyna” JSC - expert of strategic planning committee without voting rights
The Health, Safety and Environmental Protection Committee
Composition of the Health, Safety and Environmental Protection Committee on April 1, 2025:
- Kashkinbekov A.K.- independent director, the Health, Safety and Environmental Protection Committee Chairman.
- Ogay A.V. – representative of “Samruk-Kazyna” interests, member of the Health, Safety and Environmental Protection Committee.
- Moldabayev K.T. - representative of “Samruk-Kazyna” interests, member of the Health, Safety and Environmental Protection Committee
- Akimov T.N. - (senior manager of oil and gas, mining and energy assets department of “Samruk-Kazyna” JSC) - expert of the Health, Safety and Environmental Protection Committee without voting rights.
2024 year
In 2024 Board of directors of the Company held 19 meetings, 11 meetings in presentia and 8 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2024 is as follows:
In presentia meetings of the Board of Directors - 60%
In absentia Board of Directors meeting - 40%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Kazutin N.Yu, Ogay A.V., Moldabayev K.T., Ogay V.D., Kashkinbekov A.K., Zhubayev A.S., Maxutov K.B. took part in all meetings of the Board of Directors that is in 100% of attendance.
2023 year
In 2023 Board of directors of the Company held 19 meetings, 12 meetings in presentia and 7 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2022 is as follows:
In presentia meetings of the Board of Directors - 60%
In absentia Board of Directors meeting - 40%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Kazutin N.Yu, Ogay A.V., Moldabayev K.T., Ogay V.D., Kashkinbekov A.K., Zhubayev A.S., Maxutov K.B. took part in all meetings of the Board of Directors that is in 100% of attendance.
2022 year
In 2022 Board of directors of the Company held 17 meetings, 11 meetings in presentia and 6 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2022 is as follows:
In presentia meetings of the Board of Directors - 60%
In absentia Board of Directors meeting - 40%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Kazutin N.Yu, Repin A. Yu., Zharkeshov E.S., Ogay V.D., Kashkinbekov A.K., Zhubayev A.S., Tyutebayev S.S. took part in all meetings of the Board of Directors that is in 100% of attendance.
2021 year
In 2021 Board of directors of the Company held 14 meetings, 8 meetings in presentia and 6 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2021 is as follows:
In presentia meetings of the Board of Directors - 60%
In absentia Board of Directors meeting - 40%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Akchulakov B.U., Kravchenko A.N., Andreas Stoerzel, Joaquin Galindo and Yessimkhanov S.K. took part in all meetings of the Board of Directors that is in 100% of attendance.
2020 year
In 2020 Board of directors of the Company held 13 meetings, 9 meetings in presentia and 4 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2020 is as follows:
In presentia meetings of the Board of Directors - 70%
In absentia Board of Directors meeting - 30%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Karymsakov B.E., Zhamiyev A.K., Andreas Stoerzel, Luca Sutera, Joaquin Galindo and Zhulamanov B.T. took part in all meetings of the Board of Directors that is in 100% of attendance.
2019 year
In 2019 Board of directors of the Company held 13 meetings, 9 meetings in presentia and 4 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2019 is as follows:
In presentia meetings of the Board of Directors - 70%
In absentia Board of Directors meeting - 30%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Karymsakov B.E., Zhamiyev A.K., Andreas Stoerzel, Luca Sutera, Joaquin Galindo and Zhulamanov B.T. took part in all meetings of the Board of Directors that is in 100% of attendance.
2018 year
In 2018 Board of directors of the Company held 14 meetings, 11 meetings in presentia and 3 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2018 is as follows:
In presentia meetings of the Board of Directors - 80%
In absentia Board of Directors meeting - 20%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Aidarbayev A.S., Rakhmetov N.K., Andreas Stoerzel, Spitsyn A.T., Luca Sutera, Joaquin Galindo and Zhulamanov B.T. took part in all meetings of the Board of Directors that is in 100% of attendance.
2017 year
In 2017 Board of directors of the Company held 12 meetings, 9 meetings in presentia and 3 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2017 is as follows:
In presentia meetings of the Board of Directors - 70%
In absentia Board of Directors meeting - 30%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Bektemirov K.A., Rakhmetov N.K., Andreas Stoerzel, Luca Sutera, Joaquin Galindo, Spitsyn A.T. and Satkaliyev A.M. took part in all meetings of the Board of Directors that is in 100% of attendance.
2016 year
In 2016 Board of directors of the Company held 11 meetings, 7 meetings in presentia and 4 meetings in-absentia.
Thus, the percentage of in presentia and in absentia meetings in 2016 is as follows:
In presentia meetings of the Board of Directors - 60%
In absentia Board of Directors meeting - 40%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Bektemirov K.A., Satkaliyev A.M., Andreas Stoerzel, Spitsyn A.T. and Luca Sutera took part in all meetings of the Board of Directors, that is in 100% of attendance.
2015 year
In 2015, the the Board of directors of the Company held 9 meetings in presentia.
Thus, the percentage of in presentia and in absentia meetings in 2015 is as follows:
In presentia meetings of the Board of Directors - 100%
In absentia Board of Directors meeting - 0%
If we consider the percentage of participation of the members of the Board of Directors in meetings, then:
Bektemirov K.A., Satkaliyev A.M., Ogai A., Spitsyn A.T. and Luca Sutera took part in all meetings of the Board of Directors, that is in 100% of attendance.
2024
Number of meetings and attendance at meetings of Committees at the Board of directors of JSC “Samruk-Energy”
Appointment and Remuneration Committee. During the 2024 - 12 in presentia committee meetings were held, which reviewed 76 issues. Participation by members of the Appointment and Remuneration Committee, entitled to vote at meetings of the Committee was 100%.
Audit committee. During the 2024 - 8 in presentia committee meetings were held, which reviewed 58 issues. Participation by members of the Auditing Committee, entitled to vote at meetings of the Committee was 100%.
Strategic planning committee meetings. During the 2024 – 11 in presentia committee meetings were held, which reviewed 41 issues. Participation by members of the Strategic planning Committee, entitled to vote at meetings of the Committee was 100%.
Health, Safety and Environmental Protection committee meetings.
During the 2024 - 5 in presentia committee meetings were held, which reviewed 18 issues. Participation by members of the Health, Safety and Environmental Protection committee meetings, entitled to vote at meetings of the Committee was 100%.
2023
Number of meetings and attendance at meetings of Committees at the Board of directors of JSC “Samruk-Energy”
Appointment and Remuneration Committee. During the 2023 - 10 in presentia committee meetings were held, which reviewed 71 issues. Participation by members of the Appointment and Remuneration Committee, entitled to vote at meetings of the Committee was 100%.
Audit committee. During the 2023 - 10 in presentia committee meetings were held, which reviewed 60 issues. Participation by members of the Auditing Committee, entitled to vote at meetings of the Committee was 100%.
Strategic planning committee meetings. During the 2023 - 7 in presentia committee meetings were held, which reviewed 31 issue. Participation by members of the Strategic planning Committee, entitled to vote at meetings of the Committee was 100%.
Health, Safety and Environmental Protection committee meetings.
During the 2023 - 4 in presentia committee meetings were held, which reviewed 10 issues. Participation by members of the Health, Safety and Environmental Protection committee meetings, entitled to vote at meetings of the Committee was 100%.
2022
Number of meetings and attendance at meetings of Committees at the Board of directors of JSC “Samruk-Energy”
Appointment and Remuneration Committee. During the 2022 - 9 in presentia committee meetings were held, which reviewed 57 issues. Participation by members of the Appointment and Remuneration Committee, entitled to vote at meetings of the Committee was 100%.
Audit committee. During the 2022 - 8 in presentia committee meetings were held, which reviewed 55 issues. Participation by members of the Auditing Committee, entitled to vote at meetings of the Committee was 100%.
Strategic planning committee meetings. During the 2022 - 7 in presentia committee meetings were held, which reviewed 38 issues. Participation by members of the Strategic planning Committee, entitled to vote at meetings of the Committee was 100%.
Health, Safety and Environmental Protection committee meetings.
During the 2022 - 4 in presentia committee meetings were held, which reviewed 9 issues. Participation by members of the Health, Safety and Environmental Protection committee meetings, entitled to vote at meetings of the Committee was 100%.
2021
Number of meetings and attendance at meetings of Committees at the Board of directors of JSC “Samruk-Energy”
Appointment and Remuneration Committee. During the 2021 - 8 in presentia committee meetings were held, which reviewed 69 issues. Participation by members of the Appointment and Remuneration Committee, entitled to vote at meetings of the Committee was 100%.
Audit committee. During the 2021 - 7 in presentia committee meetings were held, which reviewed 64 issues. Participation by members of the Auditing Committee, entitled to vote at meetings of the Committee was 100%.
Strategic planning committee meetings. During the 2021 - 8 in presentia committee meetings were held, which reviewed 45 issues. Participation by members of the Strategic planning Committee, entitled to vote at meetings of the Committee was 100%.
Health, Safety and Environmental Protection committee meetings.
During the 2021 - 6 in presentia committee meetings were held, which reviewed 7 issues. Participation by members of the Health, Safety and Environmental Protection committee meetings, entitled to vote at meetings of the Committee was 100%.
2020
Number of meetings and attendance at meetings of Committees at the Board of directors of JSC “Samruk-Energy”
Appointment and Remuneration Committee. During the 2020 - 9 in presentia committee meetings were held, which reviewed 45 issues. Participation by members of the Appointment and Remuneration Committee, entitled to vote at meetings of the Committee was 100%.
Auditcommittee. During the 2020 - 8 in presentia committee meetings were held, which reviewed 66 issues. Participation by members of the Auditing Committee, entitled to vote at meetings of the Committee was 100%.
Strategic planning committee meetings. During the 2020 - 8 in presentia committee meetings were held, which reviewed 43 issues. Participation by members of the Strategic planning Committee, entitled to vote at meetings of the Committee was 100%.
Health, Safety and Environmental Protection committee meetings. During the 2020 - 6 in presentia committee meetings were held, which reviewed 7 issues. Participation by members of the Health, Safety and Environmental Protection committee meetings, entitled to vote at meetings of the Committee was 100%.
2019
Number of meetings and attendance at meetings of Committees at the Board of directors of JSC “Samruk-Energy”
Appointment and Remuneration Committee.During the 2019 - 8 in presentia committee meetings were held, which reviewed 40 issues. Participation by members of the Appointment and Remuneration Committee, entitled to vote at meetings of the Committee was 100%.
Auditcommittee During the 2019 - 8 in presentia committee meetings were held, which reviewed 59 issues. Participation by members of the Auditing Committee, entitled to vote at meetings of the Committee was 100%.
Strategic planning committee meetings.During the 2019 - 8 in presentia committee meetings were held, which reviewed 45 issues. Participation by members of the Strategic planning Committee, entitled to vote at meetings of the Committee was 100%.
Health, Safety and Environmental Protection committee meetings. During the 2019 - 4 in presentia committee meetings were held, which reviewed 9 issues. Participation by members of the Health, Safety and Environmental Protection committee meetings, entitled to vote at meetings of the Committee was 100%.
2018
Number of meetings and attendance at meetings of Committees at the Board of directors of JSC “Samruk-Energy”
Appointment and Remuneration Committee.During the 2018 - 12 in presentia committee meetings were held, which reviewed 68 issues. Participation by members of the Appointment and Remuneration Committee, entitled to vote at meetings of the Committee was 100%.
Auditcommittee During the 2018 - 12 in presentia committee meetings were held, which reviewed 81 issues. Participation by members of the Auditing Committee, entitled to vote at meetings of the Committee was 100%.
Strategic planning committee meetings.During the 2018 – 10 in presentia committee meetings were held, which reviewed 30 issues. Participation by members of the Strategic planning Committee, entitled to vote at meetings of the Committee was 100%.
Health, Safety and Environmental Protection committee meetings. During the 2018 - 4 in presentia committee meetings were held, which reviewed 8 issues. Participation by members of the Health, Safety and Environmental Protection committee meetings, entitled to vote at meetings of the Committee was 100%.
2017
Number of meetings and attendance at meetings of Committees at the Board of directors of JSC “Samruk-Energy”
Appointment and Remuneration Committee.During the 2017 - 9 in presentia committee meetings were held, which reviewed 40 issues. Participation by members of the Appointment and Remuneration Committee, entitled to vote at meetings of the Committee was 100%.
Auditcommittee During the 2017 - 9 in presentia committee meetings were held, which reviewed 48 issues. Participation by members of the Auditing Committee, entitled to vote at meetings of the Committee was 100%.
Strategic planning committee meetings.During the 2017 - 7 in presentia committee meetings were held, which reviewed 30 issues. Participation by members of the Strategic planning Committee, entitled to vote at meetings of the Committee was 100%.
JSC “National Welfare Fund “Samruk-Kazyna” as a shareholder owning all voting stocks of the Company independently nominates candidates to the Board of directors of JSC “Samruk-Energy”, and its composition is approved by the Administration of JSC “National Welfare Fund “Samruk-Kazyna”.
Chairman of the Board of Directors elected by the decision of the Sole shareholder. If the Sole shareholder`s representative is elected as Chairman, the Board of Directors elects the Senior Independent Director from among the independent directors;
The process of search and selection of candidates for the Board of Directors of the Sole shareholder is carried out jointly with the Chairman of the Board of Directors and the Chairman of the Appointment and Remuneration Committee of the Board of Directors of the Company.
.
Given that Samruk-Kazyna JSC is a shareholder who owns all the voting shares of Samruk-Energy JSC, General Meetings of Shareholders of Samruk-Energy JSC are not held and the decisions referring to the exclusive jurisdiction of the General Meeting of Shareholders of Samruk-Energy JSC , are accepted by the Management Board and Chairman of the Board of Samruk-Kazyna JSC.
The activity of the Management Board and Chairman of the Board of Samruk-Kazyna JSC is defined by the internal documents of Samruk-Kazyna JSC.
More information about Samruk-Kazyna JSC and activity of its agencies and officials can be found at: www.samruk-kazyna.kz.
In accordance with the Charter of Samruk-Kazyna JSC the Authority and the official of Samruk-Kazyna JSC who have the right to make decisions on matters within the exclusive competence of the General Meeting of Shareholders of Samruk-Energy JSC, are the Management Board and the Chairman of the Board of Samruk-Kazyna JSC .
Matters referred to the General Meeting of Shareholders of Samruk-Energy JSC, are submitted for consideration by the Management Board and Chairman of the Board of Samruk-Kazyna JSC in the order determined by the internal documents of Samruk-Kazyna JSC.
More information about Samruk-Kazyna JSC and functions of its agencies can be found at: www.samruk-kazyna.kz.
Board of Directors meeting are held in accordance with the schedule drawn up every year since the beginning of its term, based on the principle of rationality, efficiency and regularity. The Board of Directors shall hold meetings at least six times a year.
The Board of Directors meeting may be convened by its Chairman or executive body or by the request of: 1) any member of the Board of Directors;
1) any member of the Board of Directors;
2) the Internal Auditing Service of the Company;
3) the auditing firm performing audit of the Company;
4) Sole shareholder.
The request to convene a meeting of the Board of Directors shall be presented to the Chairman of the Board of Directors by means of a written communication containing a proposed agenda for the meeting of the Board of Directors.
In case of refusal of the Chairman of the Board of Directors in convening of meeting the initiator shall be entitled to send such request to the executive authority, which shall convene a meeting of the Board of Directors.
The Board of Directors meeting is to be convened by the Chairman of the Board of Directors or executive authority no later than 30 calendar days after receipt of the request to convene.
Assessment of the work of the Board of Directors of the company are carried out in accordance with the methodology of estimation of activity of the Board of Directors and its committees, the Chairman, members of the Board of Directors and Corporate Secretary JSC "Samruk-Energy".
The Company understands the importance of developing a risk management system and procedures as an essential element of corporate governance which is aimed at timely identification, assessment, monitoring and decreasing the potential events that could adversely affect its financial stability and reputation.
For arranging a risk-oriented management, respond to changes in the external and internal environment in a timely manner as well as reduce possible losses during risks occurrence, the Company and its key subsidiaries and affiliates make sure that the risk management system is introduced and improved: structural units responsible for risk management and internal control have been established, as well as risk committees have been created in order to study and approve the matters related to risk management, reports on key risks management are prepared every quarter, internal regulatory documents on risk management are updated.
The Company’s Board of Directors approved the consolidated risk register and map, quarterly reports on key risk management with a description and analysis of key risks. In order to apply a risk-based approach, the Company’s Board of Directors approved restrictions (risk appetite) for the types of the Company’s activities - investment, operating and financial.
The Company relies on international experience, industry-specific and international benchmarks, expert judgment, statistical data, a database of losses incurred, results of audits and other inspections at risks identification. The identified risks are included in the risk register and risk map of companies for their subsequent evaluation, management and monitoring. The risks included in the register and the risk map are regularly (not less than a year) reviewed to determine the relevance and degree of materiality.
The Company highlights the following risks in line with the risk management policy:
strategic;
operating;
financial;
legal.
Slowdown of economic growth in the Republic of Kazakhstan, weakening of the national currency, changes in the electricity market’s scheme and tariff reduction have a key influence on the operating conditions of the Company. While the presence of large reserves of power generating coal with a low cost of production, efficient energy facilities and government and the sole shareholder’s support provide an opportunity for enhancing the export potential and increasing competitiveness in the domestic market. So, according to the results of work performed on identification of “Samruk-Energy” JSC group of companies’ risks, 33 risks which are available in operations of “Samruk-Energy” JSC group of companies, have been identified and assessed, threshold values of KPI were updated, risk owners updated the risk factors and activities aimed at their lowering. Due to some events occurred in 2018, as well as on the basis of reports on the results of inspections of the Company’s Internal Audit Service, risks from the Risk Register were re-evaluated. Based on the results of the reassessment, 12 risks were included into the key zone of 2019 Risk map (in 2018 - 14 key risks).
JSC “Samruk-Energy” interacts with the state bodies in accordance with the requirements of the legislation of the Republic of Kazakhstan, the Charter and internal documents of JSC “Samruk-Energy”, as well as the Corporate management Code, basing on independence of the parties.
The Company seeks for non-admission of corruption and other unlawful actions from the side of the state bodies as well as officials and employees of JSC “Samruk-Energy”.
The government does not have direct influence on JSC “Samruk-Energy”, activities of the Company are influenced through decisions of the JSC “National Welfare Fund “Samruk-Kazyna” as a holder of all voting stocks of the Company.
JSC “Samruk-Energy” does not make decisions that require endorsement of the state bodies, with the exception of cases when such endorsement is required by the legislation of the RK.
Activity of Board of Directors
Information on material facts (decisions of the Board of Directors)
