The executive body

The joint executive body in the form of the Management Board plays an essential role in ensuring prompt and effective addressing daily tasks of the Company and implementation of the development strategy and the plan. The Management Board provides:

1) carrying out activities in accordance with provisions of the legislation of the Republic of Kazakhstan, the Charter and internal documents of the Company, decisions of the Sole Shareholder and the Board of Directors;

2) appropriate risk management and internal control;

3) allocation of resources for the implementation of decisions of the Sole Shareholder and the Board of Directors;

4) ensuring the safety of the Company employees;

5) creating an atmosphere of interest and loyalty of the Company’s employees, development of corporate culture.

Powers of M. Amirkhanov, the member of the Management Board were terminated by the resolution of the Board of Directors dated February 28, 2020 (Minutes No. 02/20). Karagaishiev R.K. was elected as a member of “Samruk- Energy” JSC Management Board by the resolution of the Board of Directors dated March 27, 2020 (Minutes No. 03/20).

Composition of the Management Board as of December 31, 2019:

1. Zhulamanov B.T.

2. Tutebayev S.S.

3. Uldanov M.A.

4. Amirkhanov M.A.

5. Ryskulov A.K.

Zhulamanov Bakitzhan Tolevzhanovich

Chairman of the Management Board

Date of Birth: December 23, 1966

Citizenship: the Republic of Kazakhstan

He is the chief executive officer of the Company and carries out general management of the executive body of the Company.

You may learn more about his resume on the website: www.samruk-energy.kz

Tutebayev Serik Suinbekovich

Managing Director for Production and Asset Management, member of the Management Board

Date of Birth: May 27, 1958

Citizenship: the Republic of Kazakhstan

Coordinates and supervises activities across “Samruk-Energy” JSC group of companies: production and technical production and technical activities control over the targeted use of state budget funds by the company’s group and the quality and timeliness of the performance of scope of work; addresses issues related to the Program for retrofit and technical re-equipment of existing production and capital construction; control over the timely conduct of the tariff campaign at “Samruk-Energy” JSC group of companies, controls the activities in the field of energy conservation and energy efficiency.

You may learn more about his resume on the website: www.samruk-energy.kz

Karagaishiev Ruslan Kazbekovich

Managing Director for Risks and Legal Affairs, member of the Management Board

Date of Birth: December 29, 1980

Citizenship: the Republic of Kazakhstan

Supervises legal matters of the Company, risk management and internal control systems, processes of the development and implementation of business continuity plans of “Samruk- Energy” JSC group of companies, sustainable development management plans, controls over the implementation of stakeholder engagement plan, corporate governance system improvement at the Company and its subsidiaries.

You may learn more about his resume on the website: www.samruk-energy.kz

Uldanov Marat Askarovich

Managing Director for Development and Sales, member of the Management Board

Date of Birth: December 29, 1980

Citizenship: the Republic of Kazakhstan

Coordinates the development and implementation of the Sales Strategy, the Company’s work related to international cooperation, activities aimed at promoting the export potential of the Company; ensures trade operations for the development of new electricity and coal markets and the inclusion of the Company’s investment projects in the State program of industrial and innovative development, republican and regional industrialization maps.

You may learn more about his resume on the website: www.samruk-energy.kz

Ryskulov Aidar Kairatovich

Managing Director for Economy and Finance, member of the Management Board

Date of Birth: September 20, 1981

Citizenship: the Republic of Kazakhstan

He coordinates the activities of the Company in the field of financial and economic matters, asset and liability management, raising finance, accounting and reporting issues, monitors the implementation of the Development Strategy.

You may learn more about his resume on the website: www.samruk-energy.kz

The Management Board performance

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, 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, etc.

The following internal documents were approved in “Samruk- Energy” JSC: the Regulations on interaction of “Samruk- Energy” JSC on external social projects, the Change Management Standard of “Samruk-Energy” JSC, the Rules for ensuring the continuity of operations of “Samruk-Energy” JSC, the Rules for organizing and implementing internal control” at Samruk- Energy JSC, the Regulation on “Samruk-Energy” JSC youth policy.

Remuneration of the Management Board members

In order 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. The remuneration of key executive staff of “Samruk- Energy” JSC in 2019 amounted to 139,906 thous. tenge, which includes wages, remuneration based on the results of the year and other short-term payments.

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 the field of 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 is also preparing 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;

Deputy Chairman of the Committee – Managing Director for Business Transformation;

Members of the Committee – 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 the Internal Audit Service (without voting right); Head of Compliance Service (without voting right).

2019 Report
Number of meeting 4
Number of items considered 9
Attendance, % 84
Key items

• On preliminary approval of the Risk Management Report with description and analysis of key risks, as well as information on the implementation of plans and programs for mitigating “Samruk-Energy” JSC risks for the 4th quarter of 2018, 1st, 2nd and 3rd quarters of 2019;

• On preliminary approval of the consolidated Risk Register, the consolidated Risk Map, Key Risks Management Action Plan with determination of tolerance levels for each key risk, Passports of “Samruk- Energy” JSC Key Risk Indicators for 2020.

• On preliminary approval of risk appetite of “Samruk-Energy” JSC for 2020;

• On preliminary approval of the Plan for the implementation of the project “The introduction of the new risk management model” at “Samruk-Energy” JSC and subsidiaries (within the perimeter) in 2020–2021;

• On consideration of the Report on execution of the Department’s Work Plan for 2019.

• On consideration of the Report on execution of 2019 Work Plan of the Committee for Risks and approval of the Work Plan of the Risk Committee for 2020

• On approval of the Department’s Work Plan for 2020.

The Committee for Planning and Performance Evaluation

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

2019 report
Number of meetings 27
Number of items considered 53
Attendance, % 100%
Key items

• On business and financial performance of “Samruk-Energy” JSC

• On consideration of the draft Development plan of “Samruk-Energy” JSC group of companies for 2020–2024

• On consideration of the draft Annual budget of “Samruk-Energy” JSC group of companies

• On approval of adjustments of the approved budget

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 pre-investment and investment project, development of recommendations on the transition to the next stage; acquisition and alienation of shares (equity stake) of other corporate entities by the Company inlcuding as part of exercising a priority right for acquisition of an entity’s mineral rights, establishement 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.

Independent expert – The Representative of “Almaty University of Power Engineering and Telecommunications” NJSC.

2019 report
Number of meetings 10
Number of items considered 19
Attendance, % 90%
Key items

• On approval of pre-investment stage of the project "Modernization of Almaty CHP-2 with minimization of environmental impact”.

• On the progress of the project "Reconstruction of 10-6 / 0.4 kV power grids in Almaty region with the replacement of wires with SSIW".

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 credits (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 Risk and Legal Affairs; Director of Treasury and Corporate Finance Department; Director of Risk Management and Internal Control Department; Head of the Project Office; Financial Controller;

Independent expert – Head of Compliance Service.

2019 report
Number of meetings 10
Number of items considered 16
Attendance, % 89%
Key items

• On the conclusion of a supplementary agreement on amendments and additions No. 7 to the Facility agreement concluded between “Shardarinsk HPP” JSC, European Bank for Reconstruction and Development and “Samruk-Energy” JSC dated August 24, 2012

• On approval of the conclusion of supplementary agreement No. 25 to the Bank loan agreement concluded between “Moynak HPP” JSC and “Kazakhstan Development Bank” JSC

• On approval of the conclusion of the Loan Agreement between “Ereymentau Wind Power” LLP and the Eurasian Development Bank

The Personnel and Remuneration Committee

The purpose of the Committee is to develop recommendations on human resources management, analyze, evaluate and monitor the compliance of the personnel policy of the Company’s Strategy, review the list of positions of executive staff and managers of subsidiaries and affiliates of the Company, the appointment or approval of which is carried out by the Management Board.

The Committee’s composition:

Chairman of the Committee Managing Director for Business Transformation;

Deputy Chairman of the Committee – Head of the Office of the Chairman of the Management Board;

Committee members – Managing Director for Production and Asset Management; Managing Director for Risk and Legal Affairs; Advisor to the Chairman of the Board (for security matters); Director of Human Resources Department.

2019 Report
Number of meetings 13
Number of items considered 44
Attendance, % 100%
Key items

• Development of recommendations on human resource management (provision of recommendations on the approval of staff lists / wages schemes, personnel policy)

• Appointment or approval of appointments made by the Management Board

It was decided to terminate the activities of Personnel and Remuneration Committee under the Management Board by the decision of the Management Board of “Samruk-Energy” JSC dated November 25, 2019 (Minutes No. 35).

Health, Safety and Environment Protection Committee

The aim of the Committee is to ensure effective work in resolving issues related to labor protection 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 labor 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 – irector 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./p>

2019 Report
Number of meetings 4
Number of items considered 9
Attendance, % 95%
Key items

• Consideration of the 2020 Action Plan for the management of OHS and environmental protection issues at “Samruk-Energy” JSC group of companies

• Consideration of the enterprise standard “System of individual responsibility of employees in OHS area”

• Consideration of the need to develop, implement and continuously improve an effective appraisal and motivation system, with the aim of encouraging, motivating and encouraging executives and employees to achieve success in OHS field