The Board of Directors

The Board of Directors in its activities is guided by the Law of the Republic of Kazakhstan «On joint-stock companies», the Charter of the Company, the Corporate Governance Code, the Regulation on the Board of Directors, decisions of the Sole Shareholder, as well as the legislation of the Republic of Kazakhstan and internal documents of the Company.

In line with its competence, the Company’s Board of Directors institutes the the development policy, priority areas for the development of the Company, including in the areas of corporate governance, risk management and internal control, sustainable development, implementation of large investment projects, key performance indicators of the Company’s development plan and other strategic projects within the competence of the Board of Directors.

The Company seeks to balance and ensure diversity in experience and personal characteristics in the Board of Directors. In 2019, the number of members of the Board of Directors was 6 people, including 3 Independent Directors.

The composition of the Company’s Board of Directors as of 31.12.2019:

The Chairman of the BOD – Karymsakov Beibit Yerkinbaevich

Chairman of the Management Board – Zhulamanov Bakitzhan Tolevzhanovich

The representative of the Sole Shareholder – Zhamiev Almat Kunzholovich

Independent Director – Luca Sutera

Independent Director – Andreas Stoerzel

Independent Director – Joaquin Galindo Velez

The main data of the members of the Board of Directors are given below. You may learn more about the full resume of each member of the Board of Directors on the website:www.samruk-energy.kz

Karymsakov Beibit Yerkinbayevich

Chairman of “Samruk-Energy” JSC Board of Directors, representative of the Shareholder’s interests

Date of birth: October 31, 1962

Citizenship: the Republic of Kazakhstan

Date of first election: January 28, 2019

Does not hold the company’s as well as suppliers and competitors’ shares

Managing Director for Economy and Finance of “Samruk-Kazyna” JSC, member of “Samruk-Kazyna” JSC Management Board.

Expert in strategic and corporate governance, economics, finance, law and audit.

Zhulamanov Bakitzhan Tolevzhanovich

Member of the Board of Directors, Chairman of the Board

Date of birth: December 23, 1966

Citizenship: the Republic of Kazakhstan

Date of first election: September 24, 2018

Does not hold the company’s as well as suppliers and competitors’ shares.

Expert in strategic planning, corporate governance, finance, market development and law.

Zhamiev Almat Kunzholovich

Member of the Board of Directors, representative of the Shareholder’s interests

Date of birth: November 8, 1979

Citizenship: the Republic of Kazakhstan

Date of first election: June 24, 2019

Does not hold the company’s as well as suppliers and competitors’ shares

Director of Legal Support and Methodology Department of “Samruk-Kazyna” JSC.

An expert in law, mergers and acquisitions, strategy, corporate governance.

Luca Sutera

Senior Independent Director of “Samruk-Energy” JSC Board of Directors

Year of birth: July 7, 1971.

Nationality: Citizen of the Italian Republic

Date of first election: May 8, 2012

Does not hold the company’s as well as suppliers and competitors’ shares.

Date of election as Senior Independent Director from October 14, 2016.

Chairman of the Audit Committee, Chairman of the Appointment and Remuneration Committee, member of the Strategic Planning Committee; member of Health, Safety and Environmental Protection Committee.

Expert in the following areas:

Accounting, finance, audit, (holds the CPA certificate)

УRisk management and internal control

Corporate strategy

Mergers and acquisitions

Investment valuation

HR and organization

Performance management

Corporate Governance (Chartered Director of IoD UK)

Commissioning, integration and turnover of companies.

Large-scale transformation programs of the company.

Combining jobs and membership in the BOD:

Vice President for Finance of the Group, Member of the Executive Board at Nebras Power (Qatar Sovereign International Power Company)

From April 2011, he is a member of the Russian Association of Independent Directors.

From April 2014, he is a member of the British Institute of Directors (IoD)

From August 2015, Group Chief Financial Officer at Nebras Power, Qatar Sovereign International Power Company.

Andreas Stoerzel

Independent Director of “Samruk-Energy” JSC Board of Directors

Year of birth: October 12, 1963

Citizenship: citizen of Germany

Date of first election July 05, 2016

Does not hold the company’s as well as suppliers and competitors’ shares

Chairman of the Strategic Planning Committee, member of the Appointment and Remuneration Committee, member of the Audit Committee; member of Health, Safety and Environmental Protection Committee.

Expert in corporate management, strategy, finance, investments, mergers and acquisitions.

Combining jobs and membership in the BOD:

From 2020 – Executive Director, Energy Sector, NEOM, Saudi Arabia

From 2019 to 2020 – Vice-President Business Development, Grid &Infrastructure, Innogy SE, Germany.

From 2014 to 2018 – Chief Executive Officer, Innogy Middle East & North Africa, Dubai, UAE.

Joaquin Galindo Velez

Independent Director of “Samruk-Energy” JSC Board of Directors

Year of birth: August 27, 1957

Citizenship: citizen of Spain

Date of first election: January 28, 2017

Does not hold the company’s as well as suppliers and competitors’ shares

Chairman of the Health, Safety and Environmental Protection Committee; Member of the Appointment and Remuneration Committee; member of the Audit Committee; member of the Strategic Planning Committee.

Expert in the following areas:

Conventional and Renewable generation

O&M and Energy Management

Engineering and Construction

Strategic Development

Business Development

Environmental Matters

Integration and Transformation Programs

Combining jobs and membership in the BoD:

Member of the Spanish Institute of Directors (ICA)

Member of the Spanish Energy Club

The Board of Directors members adhere to the following principles in performance of their job responsibilities:

01) to act within own powers – members of the Board of Directors make decisions and act within their powers set out in the Charter;
02) to devote sufficient time to participate in meetings of the Board of Directors, its committees and prepare for them;
03) contribute to the growth of long-term value and sustainable development of the Company;
04) maintain high standards of business ethics and set an example for employees of the Company;
05) not tolerate conflict of interest;
06) to act with due rationality and diligence

Director’s job requires profound practical knowledge, experience and constant improvement.For these purposes, “Samruk-Energy” JSC evaluates the performance of the Board of Directors as one of the key processes in corporate governance. An independent consultant PWC evaluated the performance of the Board of Directors in 2018. The results of the assessment were taken into account when preparing work plans for the Board of Directors and committees of the Board of Directors.

The procedure for the nomination and selection of candidates for members of the Board of Directors, its committees, as well as the criteria used in the nomination and selection, taking into account diversity factors, including but not limited to gender diversity, independence, professional qualifications and experience, are carried out in accordance with the Regulation on the Board of Directors, the Law of the Republic of Kazakhstan «On Joint Stock Companies», and the Corporate Governance Code. These documents govern the procedures used by the Board of Directors to prevent conflicts of interest and manage them.

The presence of the Independent Director in the current team is a guarantee of making unbiased decisions that best complies with the Company’s interests.

The main criterion for the selection of Independent Directors is to have sufficient professionalism and autonomy to make unbiased decisions free from the influence of any parties. Independent directors actively share their experience and knowledge to apply the best international practice standards at the Company. Independent directors chairs the committees of the board of directors and bring in international management experience.

Independent Directors actively participate in the discussion of issues where a conflict of interests is possible (preparation of financial and nonfinancial statements, conclusion of interested-party transactions, nomination of candidates to the executive body, establishment of remuneration to members of the executive body). “Samruk-Energy” JSC Independent Director monitors the possible loss of independence status.

According to the 2019 results, the Independent Directors of the Company fully met the independence criteria.

Activities of the Board of Directors

Main items considered

The Board of Directors of the Company considered 199 items in 2019. The Board of Directors reviewed the Reports every quarter: on risk management, corporate governance improvement, implementation of activities on meeting Shareholder expectations, use of investments in investment projects, implementing the development plan, activities on the Company’s entry into the green risk zone, the work in the field of occupational health, work-related injuries and the environment.

The Company’s Information Policy in the new edition, the materiality matrix of the Company, Regulations on the Ombudsman in the new edition were approved, the Report on the implementation of the Sustainable Development Initiative Plan for 2018 was reviewed, the Code of Conduct was amended, and the Corrective Action Plan for improving the financial performance of the Company for 2019–2020 was approved, the Regulations on the Management Board of the Company in the new edition, the Guide to Sustainable Development of the Company in the new edition and the Plan of Initiatives in the field of sustainable development of the Company, the new version of the Investment Policy of the Company were approved, the Committees under the Board of Directors in the new composition were established, amendments and additions were made to the Regulations on the Strategic Planning Committee of the Company’s Board of Directors, the new version of the Compliance Risk Management Policy of the Company, as well as changes and additions to the Policy for settlement of conflicts and conflicts of interests of the Company were approved.

The procedure for informing the Board of Directors about critical financial and non-financial issues is regulated in accordance with applicable law and internal regulatory documents. There were no cases according to the results of 2019.

Remuneration of the Board of Directors members

The representatives of the Sole shareholder and the Chairman of the Board as members of the Board of Directors receive no remuneration. Independent directors receive annual fixed remuneration for performing their duties as members of the Company’s Board of Directors and additional remuneration for participating in each meeting in present of the Committee of the Company’s Board of Directors as members of the committee.

An independent director is reimbursed for expenses (transport, accommodation and daily allowance) related to departure for meetings of the Board of Directors and committees of the Board of Directors held outside the place of his/ her permanent residency. In total, remuneration to independent directors for 2019 amounted to $ 240,000 or 91,339,605 tenge.

The Board of Directors Committees

The Board delegates the authority to its committees for performance of certain tasks on its behalf, so that it can perform its roles effectively and pay due attention in order to explore the matters in depth and make sound decisions.

The Company has Committees under the Board of Directors: the Audit Committee, the Appointment and Remuneration Committee and the Strategic Planning Committee, as well as Health, Safety and Environmental Protection Committee.

Report on performance results of the Board of Directors’ Committees

The Audit Committee

The purpose of the Committee’s activities is to assist the Board of Directors for in-depth study of issues to establish an effective system of control over the financial and economic activities of the Company, including the completeness and reliability of financial statements, control over the reliability and efficiency of internal control and risk management systems, and the execution of documents in areas of corporate governance, monitoring the independence of external and internal audit, as well as the process of ensuring compliance with the legislation of the Republic of Kazakhstan.

The Committee’s composition:

Luca Sutera – Senior Independent Director, Chairman of the Committee;

Andreas Stoerzel – Independent Director, member of the Committee;

Joaquin Galindo – Independent Director, member of the Committee.

Main items considered

Meetings with the executive body regarding the preparation of financial statements, meetings with external auditors were held. The issues of the work of the Internal Audit Service, Compliance Service and Risk Management and Internal Control Department were considered.

The Appointment and Remuneration Committee

The Appointment and Remuneration Committee is an advisory body of the Board of Directors, which provides recommendations on the issues of appointment and remuneration of members of the Board of Directors, the Management Board, the Corporate Secretary, and other employees in accordance with the internal regulatory documents of the Company.The Committee’s composition:

Luca Sutera – Independent Director, Chairman of the Committee

Andreas Stoerzel – Independent Director, member of the Committee

Joaquin Galindo – Independent Director, member of the Committee.

Main items considered

During the reporting period the Board of Directors was provided with recommendations on the election of members of the Supervisory Boards / Boards of Directors across “Samruk-Energy” JSC group. Recommendations on the appointment of the Managing Director for Economy and Finance of the Company, on the approval of the job description and evaluation (Job description) of the Managing Director for Risks and Legal Affairs, and on the approval of the new version of the organizational structure of the Company were given. Actual values of key performance indicators of the Management Board members, Head of the Internal Audit Service and Corporate Secretary of “Samruk-Energy” JSC, motivational KPI of members of the Management Board, Head of Internal Audit Service and Corporate Secretary of “Samruk- Energy” JSC were considered.

The Strategic Planning Committee

The aim of the Committee is to provide recommendations to the Council on the development of priority areas of activity (development), strategic goals (development strategies) of the Company, the implementation of a sustainable development management system, including labor and environmental issues, the implementation of investment projects, the Company’s master plan and events that contribute to improving the efficiency of the Company in the long term.

The Committee’s composition:

Andreas Stoerze – Independent Director, Chairman of the Committee;

Luca Sutera – Independent Director, member of the Committee;

Joaquin Galindo – Independent Director, member of the Committee.

Main items considered

Consideration of the following Reports every quarter: on the implementation of the Action Plan for improving corporate governance and the introduction of the Corporate Governance Code of “Samruk-Energy” JSC, on the consideration of the Action Plan for the implementation of the Company’s Development Strategy for 2018–2028, on the implementation of the Action Plan for meeting the expectations of the shareholder of the Company for 2019– 2023, on the implementation of the Development Plan of the Company, on the use of investments in the investment projects of the Company, on the implementation of the Company’s Transformation Program. Consideration of the Materiality Matrix and the Company’s Stakeholders Map, on submitting the item on the approval of Regulations on the Board of Directors of the Company in the edition to the Sole shareholder, on preliminary review of the Company’s Digitization Strategy for 2019–2023.

Health, Safety and Environment Protection Committee

The purpose of the Committee is to ensure the improvement of the Company’s performance through preparation of recommendations for the Board of Directors, assessment, analysis and effective work on health, safety and environmental protection issues.

The Committee’s composition:

Joaquin Galindo - Independent Director, Chairman of the Committee;

Luca Sutera - Senior Independent director, a member of the Committee;

Andreas Stoerzel - Independent Director, member of the Committee.

Main items considered

Consideration of the Report on the work performed in the field of occupational health and safety and workplace injuries on a quarterly basis. Environmental policy of the Company in the new edition was considered, as well as the extension of the Moratorium on taking disciplinary actions against those responsible for incidents in the field of occupational health and safety until 2022, the concept of a unified automated system for recording incidents and violations were also considered.