The company sees effective corporate governance more than
just compliance with requirements.
Effective corporate governance system is an important
factor in sustainable development business and successful
implementation of the Strategy
(https://www. samruk-energy.kz/ru/shareholders-and-investors/annual-reports-on-the-results-of-the-company-s-activities).
A particular attention in 2019 was given to improving
internal corporate procedures and practices in accordance
with the activities described in the Corporate Governance
Improvement Plan approved by the Board of Directors
for 2019–2021.
The Board of Directors Committess with a new team were
established. The new initiatives in the field of sustainable
development were developed, and processes that contributes
to the improvement of the Board of Directors and the Executive
Body’s performance were introduced.
The Regulations on the Ombudsman, the Regulations
on the Management Board, the Information Policy,
the Code of Conduct, the Investment Policy and the Policy
for the Settlement of Corporate Conflicts and Conflicts
of Interest and other internal regulatory documents were revised
for improving the system of relations between governing bodies,
investors, shareholders and stakeholders.
The Corporate Governance Improvement Plan for 2019 provided
for 131 activities, 125 activities were implemented, 3 were
implemented partially, 2 – were not executed and 1 activity is
in progress.
The implementation of the Plan at the end of 2019 amounted
to 95.4 %.
The principles of the corporate governance system were set
out in the Corporate Governance Code of the Company: strict
observance of the rights of shareholders, investors and other
stakeholders; a clear separation of powers and responsibilities
between the bodies of the Company and divisions; increasing
the effectiveness of the Board of Directors and its Committees,
as well as the Executive Body and its Committees; prevention
of corporate conflicts and conflicts of interests; improvement
of management reporting system; the pursuit to apply the best
global corporate governance practices; compliance with
the principles of information transparency for shareholders
and other interested parties; ensuring the availability of effective
planning processes, internal control, compliance and internal
audit, risk management and sustainable development
management; information transparency for shareholders
and other interested parties.
Based on the results of the self-assessment, the Company
as a whole ensures compliance with the basic principles
and provisions of the Code.
The exception was 4 items, which were assigned the status
“Partially Complies”
1. Item 2 of Chapter 1 : “Government as the shareholder
of the Fund” according to which Companies should seek
to simplify the structure of their assets and their legal forms
to the maximum. So, the Company’s group includes subsidiaries
of various corporate forms: both joint-stock companies
and limited liability partnerships.
Due to the implementation of activities on the sale of the Company
for the purpose of the execution of the RK Government
decree dated December 30, 2015 No. 1141 “On some matters
of privatization for 2016–2020,” as well as the decisions made
by the State Commission for the Modernization of the Economy
of the Republic of Kazakhstan and authorized bodies of the Fund
in this connection, on issues relating to the approval of the method
and strategy of sale of the Company, including the perimeter
of companies included in the group of the Company as part
of the privatization of the Company as a whole, at present,
the structure of assets and corporate forms of subsidiaries
and affiliates of the Company is not expected to change. Assets
will be sold within the Company’s privatization as a whole.
2. Item 5 of Chapter 5: “Effectiveness of the Board of Directors
and Executive Body”, according to which it is necessary to provide
a variety of experience, personal characteristics and gender
composition in the composition of the Board of Directors.
The current composition of the Board of Directors provides
diversity in the necessary skills, knowledge and competencies,
but does not provide gender diversity.
The Company decided to take into account this factor at reelection
of the Board of Directors members.
3. Item 12 of Chapter 5: “Effectiveness of the Board of Directors
and Executive Body”, in order to perform their job responsibilities,
the Board of Directors shall have access to the complete,
relevant and timely information. At this, there were cases
of adding additional items to the agenda during meetings
of the Board of Directors during 2019, which, respectively,
violated the deadline for submission of materials, and members
of the Board of Directors noted cases of poor preparation
of materials submitted to the Board of Directors.
In this connection, the Regulations on the Board of Directors
was updated, which includes the guidelines for preparation
of materials to be reviewed. The Corporate secretary has
scheduled the internal training on the improvement of the quality
of preparing materials submitted to the Board of Directors
for the Company’s employees. The Company plans to update its
Regulations on the management of subsidiaries and affiliates,
which will also involve the section of ensuring timely and quality
preparation of materials.
4. Item 18 of Chapter 5: “Effectiveness of the Board of Directors
and Executive Body”, according to which the Board of Directors
elects the head and members of the executive body, sets
the terms of office, the amount of wages, conditions of their
labor remuneration, and terminates the powers of the head
and members of the executive body. In accordance with
the Charter and internal documents of the Company,
the Board of Directors determines the size, term of office
of the Management Board, elects members of the Management
Board, early terminates their powers (except for the Chairman
of the Management Board). The matter of appointment
(election) and early termination of powers of the Company’s
Chairman of the Management Board pertains to the competence
of the Sole Shareholder. The Corporate Governance Code was
approved by the decision of “Samruk-Kazyna” JSC Management
Board, and accordingly it is regulated by the Sole Shareholder.
The Company’s performance has a positive dynamics compared
to the previous reporting period. In 2018, the Company partially
complied with six items. Two of which were implemented
in 2019. This is the introduction of the induction program
for newly elected members of the Board of Directors
and the professional development program for each member
of the Board of Directors, as well as bringing the Regulations
on the Ombudsman in accordance with the recommendations
of the Code as regards the quarterly submission of the Progress
Report to members of the Board of Directors and the Audit
Committee of the Board of Directors.
The Company intends to continue improving corporate
governance in order to increase business efficiency
and strengthen its competitive advantages. First, the Company
plans to focus on the implementation of those practices
and procedures that are more in demand and the applicability
of which is confirmed by best practice.
Please follow the link https:// www.samruk-energy.kz/ru/shareholders-and-investors/ other-reporting#corporate-governance-code-report to learn more about the report
on compliance of corporate governance practices with principles
and provisions of the Corporate Governance Code.
“Sovereign Wealth Fund “Samruk-Kazyna” JSC
holds 100 % of “Samruk-Energy” JSC shares (www.sk.kz). The sole shareholder is the supreme management body
of the Company.
The rights of the Sole Shareholder are exercised
in accordance with the Law of the Republic of Kazakhstan
“On joint-stock companies” and the Charter of “Samruk-
Energy” JSC. The rights of shareholders include, but
are not limited to the timely receipt of information
sufficient to make a decision, in the manner established
by the legislation of the Republic of Kazakhstan, the charter
and internal documents of the Company in the field
of information disclosure; voting on matters within its
competence; participation in determining the size, term
of office of the Board of Directors, election of its members
and termination of their powers, as well as setting the amount
and terms of payment of remuneration; receipt of dividends
based on a clear and transparent dividend policy.
The sole
shareholder manages the Company by establishing priorities
and strategic areas of business.
The Сompany, in turn, seeks to ensure protection and respect
for the rights and legitimate interests of the Sole Shareholder.
The relationship with the Sole Shareholder is based
on honesty, accountability, responsibility and transparency.
In 2019, the Sole Shareholder considered matters related
to the approval of the annual financial statements
of the Company and the distribution of net profit based
on the results of the 2018 fiscal year, the early termination
of powers of some members of the Board of Directors,
the election of new members and the Chairman of the Board
of Directors.
The company, in turn, is committed to complying with interests
of the Sole Shareholder by ensuring the growth of long-term
value and sustainable development of activities and building
the most open and effective dialogue of the Sole Shareholder.
The Company timely and regularly provides the Sole Shareholder
with information on its activities to the extent necessary
for making an informed decision through meetings, reporting
and posting the necessary information on the Company’s
website, KASE and the financial reporting depository.
As of December 31, 2019, the number of authorized securities
remained at the same level and amounted to 8,602,187 pieces.
The number of placed securities is 5,601,687 pieces.
The carrying value of one ordinary share as at December 31,
2019 amounted to 85,925 tenge.
Earnings per share was 1,220 tenge.
The Company has the Dividend Policy of “Samruk-Kazyna” JSC
in relation to subsidiaries, approved by the resolution
of “Samruk-Kazyna” JSC Management Board dated October 2,
2012 (Minutes No. 39/12).
Dividend policy is based on the following principles:
1) meeting interests of the Sole Shareholder;
2) increase in the long-term value of the Company;
3) ensuring the financial stability of the Company;
4) providing financing of the Company’s activities, including
financing of investment projects implemented by using
the Company’s funds;
5) transparency of the mechanism for determining the amount
of dividends;
6) the balance of short-term (income generation) and longterm
(development of the Company) interests of the Sole
Shareholder.
