СORPORATE GOVERNANCE STRUCTURE

Organizational structure

  • The following changes were made in 2021:

    From April 2021, by the decision of the Board of Directors of the Company dated December 14, 2020 (Minutes No. 12/20), a new organizational structure with a staffing of 175 units was implemented.

    At the same time, in order to ensure effective corporate governance of the Company, the position of Deputy Chairman of the Management Board has been introduced into the current organizational structure of the Company since May 2021. Thus, at the end of 2021, the staff number was 176.

    In according with the Presidential Decree of the Republic of Kazakhstan dated July 28, 2021 No. 633 and the instructions of the Fund, the Company reduced the number of employees (176 units) by 9 (nine) units, i.e. by 5%.

    Thus, the Company approved the staffing of 167 (one hundred sixty-seven) units, with the entry into force from January 1, 2022.

  • The following changes were made in 2022:

    As part of the implementation of the Action Plan pursuant to the instructions of the President of the Republic of Kazakhstan on the issues of reforming Samruk-Kazyna JSC, approved by the decision of the Board of Samruk-Kazyna JSC dated January 24, 2022 (Minutes No. 06/22) , by the decision of the Board of Directors dated February 25, 2022 (Minutes No. 02/22), a new organizational structure of the Company with a staffing of 150 (one hundred and fifty) units was approved, with effect from April 1, 2022.

he Company considers improving the efficiency of corporate governance as a key driver in securing sustainable business development and making informed management and investment decisions.

In line with the best world practices, the Company strives for continuous improvement of the corporate governance system, which ensures effective risk management and a reliable internal control system, facilitates access to external capital and improves the Company's reputation.

To continuously improve corporate governance, the Company is committed to:

  • strictly observe the rights of shareholders, investors and other stakeholders;
  • clearly delineate the powers and responsibilities between the Company's bodies and divisions;
  • improve the performance of the Board of Directors and its Committees, as well as the Executive Body and its Committees;
  • avoid corporate conflicts and conflicts of interest;
  • improve the management reporting system;
  • apply the best global corporate governance practices by further implementing the principles and provisions of the Corporate Governance Code;
  • stick to the principles of information transparency for shareholders and other stakeholders (formalized and transparent policy and procedure for remuneration of directors and executives of the Company, transparent dividend policy, publication of annual report with financial statements and a report in sustainable development, in accordance with GRI standards and IFRS every year, etc.);
  • secure the existence of effective planning processes, effective systems of internal control, compliance and internal audit, an effective risk management system, an effective sustainable development management system.

The Action Plan for improvement of corporate governance has been in effect at the Company from 2019 to 2021. To implement the Plan, a self-assessment of the Board of Directors of “Samruk-Energy” JSC was conducted, the Charter of the Company, the Regulations on the Board of Directors were updated, the composition of the Boards of Directors / Supervisory Boards of subsidiaries was updated, a number of internal regulatory documents were updated, and the work related to websites of “Samruk-Energy” JSC group were performed.  According to 2021 results, the Plan was implemented by 92%.

In 2021, the Sole Shareholder of “Samruk-Kazyna” JSC initiated an independent diagnostics of the corporate governance level at “Samruk-Energy” JSC with the involvement of an independent consultant “Pricewaterhousecooper” LLP. The scope of work included studying corporate governance mechanisms and evaluation of maturity level and corporate governance rating.

The assessment was made in accordance with the Methodology for diagnosing corporate governance in organizations where “Samruk-Kazyna” JSC directly or indirectly holds more than 50% of their voting shares, on the main aspects of corporate governance (Efficiency of the Board of Directors and the Executive Body; Risk management, internal control and audit; Sustainable Development; the Sole Shareholder rights; Transparency), as well as taking into account internationally recognized corporate governance practices, the legislation of the Republic of Kazakhstan, and a review of the best corporate governance practices adopted by established companies.

Based on the results of an independent diagnostics of the Company’s corporate governance system, the corporate governance level compliance rating was set at “BB”, corresponding to the “medium” maturity level, which means that the Company’s corporate governance system, in all material respects, complies with most of the established criteria.

An independent consultant noted positive dynamics in the components "Efficiency of the Board of Directors and the executive body" (in 2018 – "B", in 2021 – "BB") and "Transparency" (in 2018 – "B", in 2021 – "ВВ”), which was possible owing to a regular implementation of actions aimed at improving the Company's corporate governance system.

 Relying on the results of the corporate governance diagnostics and recommendations of an independent expert, the Action Plan for improvement of corporate governance for 2022–2023 was approved.

The Company has set its target corporate governance rating for 2021 at 'BBB'.

Key priority directions of “Samruk-Energy” JSC development in the area of corporate governance are:

  1. application of the best corporate governance practices through further introduction of principles and provisions of the Corporate Governance Code;
  2. effective risk management and internal control system, which facilitates access to external capital, reduces the cost of capital and improves the Company's reputation;
  3. development of an comprehensive business continuity system;
  4. strict observance of the rights of shareholders, investors and other stakeholders;
  5. clear division of powers and responsibilities between the bodies of the Company and units;
  6. increasing the efficiency of the Board of Directors and its Committees, as well as the Executive body and its Committees, management bodies of subsidiaries and affiliates;
  7. avoidance of corporate conflicts and conflicts of interest;
  8. fight all types of corruption and adherence to business ethics;
  9. improvement of the management reporting system, including in the area of Sustainable Development at different levels of management;
  10. effective interaction with shareholders and other stakeholders and improvement of principles of information transparency (formalized and transparent policy and procedure for remuneration of directors and managers of the Company, transparent dividend policy, publication on an annual basis of an annual report with financial statements and a report on sustainable development, in accordance with GRI standards, IFRS and best practices in the field of corporate governance, etc.);
  11. ensuring the availability of effective planning processes and systems, internal control, compliance and internal audit, risk management, sustainable development management.