List and functions of committees at the Board of directors of JSC “Samruk-Energy”

List and functions of committees at the Board of directors of JSC “Samruk-Energy”

The auditing committee of the Board of directors of the Company

The auditing committee of the Board of directors of JSC “Samruk-Energy” acts in accordance with the Regulations about the Auditing committee of the Board of directors of JSC “Samruk-Energy”.

The Auditing committee acts in the interests of the Company shareholders and its work is aimed at provision of assistance to the Board of directors of the company by working out recommendations on the following:

1) establishment of efficient control system over the financial-economic activities of the Company (including completeness and trustworthiness of financial reports); 
2) control over reliability and efficiency of the systems of internal control and risk management as well as over execution of documents in the sphere of corporate management;
3) control over independence of external and internal auditing as well as over the process of providing observance of legislation of the Republic of Kazakhstan;
4) other issues in accordance with the demands of these Regulations.

The auditing committee fulfills the following functions in the stated order:

1) on the issues of financial reports;
2) on the issues of internal control and risk management;
3) on the issues of external auditing;
4) on the issues of internal auditing;
5) on the issues of observance of the legislation.

The Appointment and reward committee of the Board of directors of the Company.

The appointment and reward committee of the Board of directors of JSC “Samruk-Energy” carries out its activities in accordance with the Regulations about the Appointment and reward committee of the Board of directors of JSC “Samruk-Energy”

The following issues fall within the competence of the Committee:

1) preparation of qualification requirements for candidates for Independent director and Corporate secretary;
2) recommendations on candidates for Independent directors, members of the Administration, Corporate secretary and other executives in accordance with internal documents of the Company. The candidates for the posts, whose election (appointment) is referred to exclusive competence of the shareholders meeting are considered by the Committee on the ground of the proper regulations of internal documents of the Company and/or appeal (assignment) of shareholders;
3) development of instructions for newly elected Directors, which in particular includes information about the Company, rights and obligations of Directors;
4) development of the policy of planning continuity of members of the Board of directors and the Administration, the Committees of the Board of directors and the Corporate secretary;
5) evaluation of candidates to the Administration and other supervisory employees in accordance with the list approved by the Board of directors;

Committee on the Company Board of directors strategic planning

Committee on the Samruk-Energo JSC Board of directors strategic planning exercises its activity in accordance with the Regulations on the Committee on the Samruk-Energo JSC Board of directors strategic planning.

The Committee’s competence includes the following questions:

1) preliminary consideration of the Company’s strategic objections (development strategies), introduction of the changes and additions, as well as their periodic review;

2) monitoring of the changes in the economic and competitive sphere for defining their impact on the existing Company’s development strategy and provision of development strategy review/revaluation considering these changes;

3) regular, at least once a half-year, consideration of the progress on measurements’ fulfillment on the Company’s development strategy implementation, and provision of the report to the Board of directors with the efficiency estimation of the measurements on strategy development realization and recommendations for the assigned objectives;

4) analysis and provision to the Board of directors the recommendations on working-out of the strategy solutions regarding the determination of the prior directions of the Company’s activity (development) and estimation of compliance with the approved priority directions of the Company’s development;

5) analysis and provision of the recommendations on the strategy solutions’ working-up, regarding the effectiveness increase of the Company’s activity in the long-term perspective;

6) analysis and provision of the recommendations on the strategy solutions’ working-up, regarding the Company’s re-organization in the form of incorporation, joining, division, re-organization separation;

7) preliminary consideration of the plans of activities on the Company’s development strategy implementation.

2.To supplement “Committee composition of Samruk –Energo JSC Board of directors” subsection of “Practice of the corporate management” subsection of “The Corporate management section” with the following information.

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