Governing Bodies

The effectiveness of the Board of Directors, its Committees, and individual members is evaluated annually as part of a structured process approved by the Board of Directors. The evaluation methods include self-assessment or the involvement of an independent consultant to enhance the quality of the assessment. Evaluations involving an independent consultant are conducted at least once every three years.

>In line with best international corporate governance practices, the Company conducted a self-assessment of the Board of Directors' activities for 2023. The self-assessment was based on the Methodology for Assessing the Activities of the Board of Directors and its Committees in accordance with the Methodology for Diagnosing Corporate Governance, as well as leading practices in corporate governance.

According to the methodology, the evaluation technology included surveying all members of the Board of Directors and its Committees. The results of the Board of Directors activities assessment indicated areas for further development of corporate governance practices. Following the assessment, the Action Plan was formulated with practical measures aimed at addressing weaknesses to enhance the performance of the Board of Directors and the overall corporate governance of the Company.

The procedure for informing the Board of Directors about critical financial and non-financial issues is regulated in accordance with applicable laws and internal regulations. Based on the results of 2023, there were no such cases.

The purpose of the Committee is to assist the Board of Directors in in-depth examination of issues related to establishing an effective control system for the Company's financial and economic activities. This includes ensuring the completeness and accuracy of financial reporting, monitoring the reliability and effectiveness of internal control and risk management systems, overseeing the execution of corporate governance documents, controlling the independence of external and internal audit, and overseeing the process of compliance with the legislation of the Republic of Kazakhstan.

Composition of the Сommittee:

• Zhubaev Armanbay Saparbaevich — Independent Director, Chairman of the Committee;
• Kashkinbekov Arman Kairberlievich — Independent Director, member of the Committee;
• Ogay Valery Dmitrievich — Independent Director, member of the Committee.

Among the main ones — the activities of the Internal Audit Service, the Compliance Service, and the Risk Management and Internal Control Department.

The voting Committee members’ attendance made up 100%.

Additionally, during the reporting period, the Committee conducted meetings with external auditors and the executive body regarding the preparation of financial reporting.

The Nomination and Remuneration Committee is a consultative and advisory body of the Board of Directors providing recommendations on the appointment and remuneration of members of the Board of Directors, the Management Board, the Corporate Secretary, as well as other employees in accordance with the Company’s internal regulatory documents.

Composition of the Committee:

• Ogay Valery Dmitrievich — Senior Independent Director, Chairman of the Committee;
• Zhubaev Armanbay Saparbaevich — Independent Director, member of the Committee;
• Ogay Alexey Vladimirovich — member of the Committee, Representative of the Sole shareholder.

In 2023, the Committee held ten meetings in person and considered 71 issues.

Among the main ones:

• Recommendations provided to the Board of Directors on the election of members of the Supervisory Boards/Boards of Directors for Group of companies of Samruk-Energy JSC;
• Approval of job descriptions for the Chairman of the Management Board, Managing Director for Production, Managing Director for Economics and Finance, Managing Director for GR, Development and IT, Managing Director for Legal Support and Asset Management, Managing Director for Provision and Risks, Chief Director for Investments;
• Approval of the new organizational structure of the Company;
• Appointment of the Managing Director for Legal Support, Provision, and Risks of Samruk-Energy JSC;
• Appointment of the Managing Director for Economics and Finance and Managing Director for Legal Support and Asset Management of Samruk-Energy JSC;
• Review of the new version of the Rules for Evaluating the Performance and Compensation of Executive and Management Personnel of Samruk-Energy JSC;
• Review of the actual values of key performance indicators of the members of the Executive Board, the head of the Internal Audit Service, and the Corporate Secretary of Samruk-Energy JSC, as well as the motivational KPIs of these individuals.

The voting Committee members’ attendance made up 100%.

The purpose of the Committee’s activity is to prepare recommendations on the development of priority activities (development), the Company’s strategic goals (development strategy), the introduction of a sustainable development management system. This includes HSE issues, investment projects implementation, a master plan and measures contributing to improvement of the efficiency of the Company's long-term operation.

Composition of the Committee:

• Kashkinbekov Arman Kairberlievich — Independent Director, Chairman of the Committee;
• Zhubaev Armanbay Saparbaevich — member of the Committee, Independent Director;
• Moldabaev Kanysh Tanirbergenovich — member of the Committee, Representative of the Sole shareholder.

In 2023, the Committee held seven meetings in person and considered 31 issues.

Among the main ones are quarterly reports on:

• on preliminary consideration of the Development Strategy for 2022-2031;
• on preliminary review of the report on the implementation of the Roadmap for the improving of the sustainable development management system of Samruk-Energy JSC for the years 2023-2024;
• on consideration of the Company's Development Strategy Action Plan for 2018-2028;
• on preliminary review of the Development Plan (business plan) of Samruk-Energy JSC for 2024-2028 with adjustments;
• on implementation of the Company's Development Plan;
• on the development of investments and investment projects.

The voting Committee members’ attendance made up 100%.

The Committee aims at the growth of the Company's efficiency through the preparation of recommendations, assessment, analysis and effective work on occupational health and safety and environmental protection.

Composition of the Committee:

• Ogay Valery Dmitrievich — Independent Director, Chairman of the Committee;
• Kashkinbekov Arman Kairberlievich — Independent Director, member of the Committee;
• Moldabaev Kanysh Tanirbergenovich — member of the Committee, Representative of the Sole shareholder.

In 2023, the Committee held four meetings in person and considered nine issues.

Among the main ones — quarterly reports:

• On work in the field of occupational health and safety and occupational injuries;
• On the implementation of the action plan for the management of occupational health and safety and environmental protection;
• On the action plan for achieving zero injuries in 2024;
• On the action plan for the management of environmental protection issues for 2024.

The voting Committee members’ attendance made up 100%.

This committee assists the Board in decision-making regarding risk management and internal control of the Company. It prepares recommendations and proposals for organizing and maintaining an effective risk management and internal control system, ensuring their operation and the development of processes designed to identify, measure, monitor, and control risks. Additionally, the committee is involved in preparing proposals for coordinating activities in these areas.

Composition of the Committee:

• Chairman of the Committee — Managing Director of Collateral and Risk;
• Members of the Committee — Managing Director for GR, Development and IT, Managing Director for Economy and Finance, Managing Director for Production and Asset Management, Director of the Risk Management and Internal Control Department, Head of the Internal Audit Service (non-voting), a Compliance Officer (non-voting).

In 2023, the Committee held five meetings in person and considered 11 issues.

Among the main ones are the Reports on:

• Preliminary approval of the Risk Management Report (containing description and analysis of key risks, as well as information on the implementation of plans and programmes to minimise the risks of Samruk-Energy JSC for Q4’2021, Q1’2022, Q2’2022, and Q3’2022);
• Amendments to the consolidated Risk Register and the Action Plan for managing key risks of the Group of Samruk-Energy JSC for 2023, with definitions of tolerance levels for each key risk;
• Preliminary approval of the consolidated Risk Register, the consolidated Risk Map, the Key Risk Management Action Plan with the determination of tolerance levels for each key risk, the Passports of key risk indicators of Samruk-Energy JSC for 2024;
• Preliminary approval of new editions of the risk matrices and controls for the processes of accounting and financial reporting, asset realization, and corporate financing at Samruk-Energy JSC;
• Consideration of the Report on the implementation of the Department's Working Plan for 2023;
• Consideration of the Report on the implementation of the Risk Committee Working Plan for 2023 and approval of the Risk Committee Working Plan for 2024;
• Approval of the Department's Working Plan for 2024.

The Committee members’ attendance was 85%.

The Committee aims at the improvement of the operation efficiency of the Samruk-Energy JSC Group of companies, including assets and costs structure optimisation, efficiency monitoring, consideration of their Development Plans, financial reporting.

Composition of the Committee:

• Chairman of the Committee — Managing Director for Economy and Finance;
• Deputy Chairman of the Committee — Managing Director for Development and Sales;
• Members of the Committee — Managing Director for Production and Asset Management, Managing Director for Development, Sales and Changes, Managing Director for Legal Support, Procurement and Risks, Head of the Procurement Management Department, Chief Auditor of the Internal Audit Service (non-voting)

In 2023, the Committee held 55 meetings in person and considered 107 issues.

Among the main ones: the coordination of adjustments to the budget of the Corporate Center and subsidiaries and affiliates within the limits of the approved indicators of the annual budget for the first calendar year, as well as the review of reports on the execution of the Development Plan of subsidiaries and affiliates for the first half of 2023 and the project of the Development Plan of subsidiaries and affiliates for 2024-2028.

The Committee members’ attendance was 100%.

The Council facilitates the enhancement of investment and innovation activities across the Group of companies of Samruk-Energy JSC. To achieve its main goal, the Council performs the following functions by reviewing and/or developing recommendations for the authorized bodies of the Company and its subsidiaries and affiliates regarding investment and innovation activities, the implementation of specific stages of pre-investment and investment projects, identifying new, prospective business development directions for the Company and its subsidiaries and affiliates, and the acquisition and disposal by the Company of shares (participations) in other legal entities.

Composition of the Council:

• Chairman of the Council — Chairman of the Management Board;
• Deputy Chairman of the Council — Managing Director for Production and Asset Management;
• Members of the Council — Managing Director of GR, Development and IT, Managing Director for Development and Sales, Managing Director for Economy and Finance, Managing Director for Legal Support, Procurement and Risks, Director of the Project Portfolio Management Department, Head of the Compliance Service (non-voting), Chief Auditor of the Internal Audit Services of Samruk-Energy JSC (non-voting).

In 2023, the Council held nine meetings in person and considered 10 issues.

Among the main ones: on some issues of implementation of Project ‘Reconstruction of cable networks in Almaty’ and on approval of development of feasibility study on the the project ‘Construction of TPP (GRES-3). I stage’.

The Council members’ attendance was 80%.

The main tasks of the Credit Committee include ensuring timely and high-quality decision-making on issues related to the attraction and provision of credits (loans), financial aid, and issuance of guarantees, minimizing risks, and developing recommendations for effective management of the asset and liability structure of Samruk-Energy JSC.

Composition of the Committee:

• Chairman of the Committee — Managing Director for Economy and Finance;
• members of the Committee — Managing Director for Production and Asset Management, Managing Director for Legal Support, Procurement and Risks, Director of the Treasury and Corporate Finance Department, Director of the Risk Management and Internal Control Department, Director of the Project Portfolio Management Department
• Independent expert — Head of the Compliance Service

In 2023, the Committee held 15 meetings in person and considered 22 issues.

Among the main ones: issues on attraction/provision of loans and financial aid, placement of free cash of Samruk-Energy JSC on deposits in second-tier banks.

The Committee members’ attendance was 86%

The Committee aims at effective solution of HSE issues by providing appropriate recommendations on the effectiveness of policies and systems for identifying and managing risks related to occupational health and safety and environmental protection. The Committee analyses all fatal and serious incidents and the actions taken as a result of such accidents and incidents. They examine the results of independent HSE audits, review strategies and action plans developed in response to the issues raised and make recommendations to the Board of Directors in relation to these issues.

Composition of the Committee:

• Chairman of the Committee — Chairman of the Management Board;
• Deputy Chairman of the Committee — Director of the H&S Department;
• Members of the Committee — Director of the Generation and Fuel Department, Director of the RES and Distribution Department, Director of the Corporate Governance and Sustainable Development Department, Chief Manager of the H&S Department.

In 2023, the Committee held four meetings in person and considered five issues.

Among the main reports reviewed are those on occupational safety and industrial injuries, the plan to achieve zero injuries for the Group of companies of Samruk-Energy JSC for 2024, as well as the annual report on the Committee's performance.

The Committee members’ attendance was 100%.