The Executive body

Day-to-day operations of the Company are managed by a joint executive body represented by the Management Board.

The Management Board, by interacting in a collaborative way with the Board of Directors and all stakeholders, ensures compliance with the Company’s performance, development strategy, development plan and decisions made by the Sole Shareholder and the Managing Body.

The chairman and members of the executive body have sufficient knowledge, skills, and experience to perform their roles, as well as have spotless business and personal reputation.

Composition of the Management Board

Changes in the composition of the Executive Body for date of approval of this Annual Report

Zhatkanbay Ruslan, member of the Management Board, ceased powers by the resolution of “Samruk-Kazyna” JSC Board of Directors dated January 27, 2022 (Minutes No.01/22).

By the decision of the Board of Directors of Samruk-Energy JSC dated May 27, 2022 (Minutes No. 06/22) by members of the Management Board Elena Ivchenko and Arman Adylkerimov were elected.

THE MANAGEMENT BOARD PERFORMANCE

The number of meetings of “Samruk-Energy” JSC Management Board

The Management Board limited the cases of holding meetings in absentia. The items of implementing the development strategy, decisions of the Sole Shareholder, the Board of Directors and day-to-day activities were discussed at the in-person meetings. Particular attention was paid to occupational health and safety issues.

Main items considered

The following was done across “Samruk-Energy” JSC group of companies: internal regulatory documents, the total number of employees, organizational structure, staff list and wages schemes of employees of the group of companies were approved,  the issues related to investment projects of SA, changing the amount of the authorized capital and amending the charters of subsidiaries and affiliates were considered, as well as determining the voting position by representatives of “Samruk-Energy” JSC in subsidiaries and affiliates’ bodies, etc.

Remuneration of the Management Board members 

To determine the conditions and procedure for performance evaluation and payment of remuneration to the Company’s Management Board, the “Rules for performance evaluation and remuneration of executive and management employees of “Samruk-Energy” JSC are in effect.

The rules are based on the following principles:

1. interrelation of remuneration with the implementation of tasks that meet the interests of the Company and its shareholders,
2. simplicity and transparency of principles of setting the remuneration amount,
3. the dependence of the amount of remuneration on the Company and employees performance.

The Board of Directors evaluates the head and members of the executive body. The main evaluation criterion is the achievement of KPI set.   

Key executive staff remuneration consists of salaries, bonuses and other short-term employee benefits. Key management staff as at 31 December 2021 comprises 4 people (31 December 2020: 5 people).

The Management Board Committees

There are advisory bodies under the Management Board, which were established to provide the Management Board members with expert assistance in tackling the most complex issues.

All committees report to the Company’s Management Board and act within the competence provided to them by the Management Board in accordance with the provisions on these bodies.

The Risks Committee

The Committee assists the Board in making decisions in risk management and internal control of the Company, prepares recommendations and proposals for organizing and maintaining an effective risk management system, internal control, ensuring their functioning and development of processes designed to identify, measure, monitor and control risks. The Committee also develops proposals for monitoring the coordination of work in these areas.

The composition of the Committee:

• Chairman of the Committee – Managing Director for Risks and Legal Affairs;
• Members of the Committee – Managing Director for Business Transformation, Managing Director for Development and Sales; Managing Director for Economy and Finance; Managing Director for Production and Asset Management; Managing Director for Procurement; Financial controller; Director of “Risk management and internal control” department; Head of Compliance Service (without voting right).

The Committee for Planning and Performance Evaluation

The main goal of the Committee is to increase the efficiency of the “Samruk-Energy” JSC group of companies, including optimizing the structure of their assets and costs, monitoring of KPI, reviewing development plans and financial statements.

The committee’s composition:

• Chairman of the Committee – Managing Director for Economy and Finance
• Deputy Chairman of the Committee – Managing Director for Development and Sales
• Committee members – Managing Director for Production and Asset Management, Managing Director for Business Transformation, Managing Director for Procurement, Managing Director for Risks and Legal Affairs, Head of “Financial Control” Department, Head of “Price Monitoring and Category Management” Department, the Auditor of the internal audit service (without voting right)

The Investment and Innovation Council

The Council helps to increase the efficiency of investment and innovation activities at “Samruk-Energy” JSC group of companies.

For these purposes, the Council develops recommendations on issues of investment and innovation activities, the implementation of certain stages of the stages of the pre-investment and investment project, development of recommendations on the transition to the next stage; acquisition and alienation by the Company of shares (equity stakes) of other legal entities, including within the framework of the implementation of the priority right to acquire the right of subsoil use of an object related to the right of subsoil use, the merger of the “Samruk-Energy” JSC group of companies with third-party legal entities, establishment of legal entities as part of investment projects.

The Committee’s composition:

• Chairman of the Committee – Chairman of the Management Board;
• Deputy Chairman of the Committee – Managing Director for Production and Asset Management;
• The Committee members – Managing Director for Development and Sales; Managing Director for Economy and Finance; Managing Director for Business Transformation; Managing Director for Procurement; Managing Director for Risk and Legal Affairs; Head of the Project Office; Head of the Company's Compliance Service – as an expert without the right to vote; Chief auditor of the Internal Audit Service of the Company – as an expert without voting right.

The Credit Committee

The main objectives of the Credit Committee are to ensure timely and high-quality decision-making on issues related to attracting, providing loans, financial assistance and issuing guarantees, minimizing risks, with developing recommendations for the effective management of the structure of assets and liabilities of “Samruk-Energy” JSC.

The Committee’s composition:

• Chairman of the Committee – Managing Director for Economy and Finance;
• Committee members – Managing Director for Production and Asset Management, Managing Director for Risks and Legal Affairs; Director of Treasury and Corporate Finance Department; Director of Risk Management and Internal Control Department; Head of the Office “Projects portfolio management”
• Independent expert – Head of Compliance Service.

Health, Safety and Environmental Protection Committee 

The aim of the Committee is to ensure effective work in resolving issues related to occupational safety and environmental protection of the Company by providing appropriate recommendations on the assessment of the effectiveness of policies and systems for identifying and managing risks related to occupational safety and environmental protection; analysis of all fatal accidents, as well as serious incidents, and the measures taken as a result of such cases and incidents; studying the results of any independent audits in the field of labor and environmental protection, reviewing any strategies and action plans developed in response to the questions raised and, if possible, providing the Board of Directors with recommendations regarding these issues.

The Committee’s composition:

• Chairman of the Committee – Chairman of the Management Board;
• Deputy Chairman of the Committee – Director of “Occupational health and safety and environmental protection” department.
• Committee members – Director of “Generation and Fuel” Department; Director of “RES and Distribution” department; director of “Corporate governance and sustainable development” department, senior manager of “Occupational health and safety and environmental protection” department;