Structure and competence of JSC “Samruk-Energy” bodies

In accordance with the  of the article 7 of the Charter of JSC “Samruk-Energy”, the bodies of JSC “Samruk-Energy” are the following:

1) superior body – The sole shareholder; 
2) managerial body – Board of directors;
3) executive body – Management of the JSC;
4) the body that controls financial and economic activities of the Company, evaluates internal control, risk management, execution of documents in the sphere of corporate management and consultancy for the purposes of improvement of the Company’s activities – Internal Auditing Service.

superior body – The sole shareholder

The following main issues are related to exclusive competence of the Shareholders meeting (holder of all voting stocks):

1) introduction of amendments to the charter of the company or approval of its new version; 
2) approval of the corporate management code as well as amendments to it;
3) voluntary reorganization or liquidation of the company; 
4) decision making about the increase in quantity of declared shares of the company or change of the type of unplaced declared shares of the company;
5) determination of the quantitative composition, period of powers of the board of directors, election of its members and early termination of their powers, as well as determination of the sum and conditions of payment of rewards to the board of directors’ members; 
6) determination of an auditing organization that audits the company; 
7) approval of annual financial reports; 
8) approval of the distribution of net income for a reported financial year, decision making on payment of dividends on ordinary shares calculated per ordinary share of the company.

managerial body – Board of directors.

The structure of the Board of Directors was changed by the Resolution of the Board of "Samruk-Kazyna" JSC dated 15 June 2011 (minutes No. 26/11) and as of today the structure is as follows:

Activities of the Board of directors are regulated by the Regulations about the Board of directors of JSC “Samruk-Energy”

The following main issues are related to exclusive competence of the Board of directors:

1) determination of priority directions of activities of the Company; 
2) decision making on convention of an annual or special shareholders meeting; 
3) decision making on placement (realization), including the quantity of placed (realized) shares within the limits of the quantity of declared shares, method and price of its placement (realization);
4) advance approval of annual financial reports of the Company; 
5) determination of the quantitative composition, term of powers of the executive body, election of its head and members (a person solely acting as an executive body), as well as preterm termination of their powers; 
6) determination of the sum of official salaries and the terms of salary payment and rewarding of head and members of the executive body (a person solely acting as an executive body); 
7) determination of the quantitative composition, term of powers of the internal auditing service, election of its head and members, as well as preterm termination of their powers, determination of the order of work of the internal auditing service, sum and terms of salary payment and rewarding of members of the internal auditing service.

executive body – Administration of JSC “Samruk-Energy”.


Administration of JSC “Samruk-Energy” carries out its activities in accordance with the Regulations about the Administration of JSC “Samruk-Energy”.

The following main issues are related to exclusive competence of the Administration:

1) Decision making for achievement of objectives of the Company;
2) Development, approval and submission to the Board of directors of Strategic directions of Company development for 5 (five) years, Plan of Company development (medium-term business-plan for 3 (three) years), budget of the Company (business-plan for 1 (one) year);
3) Realization of the Plan of Company development (medium-term business-plan for 3 (three) years), budget of the Company (business-plan for 1 (one) year);
4) Development and application of procedures of internal control and risk management in the Company;
5) Approval of personnel arrangement and structure of the Company with consideration of the staff numbers of employees of the central machinery of the Company approved by the Board of directors.

the body that carries out control over financial-economic activities of the Company, evaluations in the sphere of internal control, risk management, execution of documents in the sphere of corporate management and consultancy for the purposes of improvement of the Company’s activities – Internal Auditing Service.

The Internal auditing service of JSC “Samruk-Energy” carries out its activities in accordance with the Regulations about the Internal auditing service of JSC “Samruk-Energy”.

The mission of the Internal auditing service consists in rendering necessary assistance to the Board of directors and Administration in fulfillment of their duties for achievement of the strategic objectives of the Company.

The main purpose of activities of the Internal auditing service is to provide independent and impartial information to the Board of directors for efficient management of the Company through application of a system approach in improvement of the systems of risk management, internal control and corporate management.

The main tasks of the Internal auditing service are the following:
1) evaluation of reliability and efficiency of the internal control system; 
2) evaluation of reliability and efficiency of the risk management system;
3) evaluation of trustworthiness, completeness and reliability of financial reports.

The Internal auditing service, in accordance with the entrusted tasks, carries out the following functions in a stated order:

1) carries out evaluation of adequacy and efficiency of the internal control system in the Company;
2) carries out evaluation of completeness of application and efficiency of the methods of risk assessment and procedures of risk management in the Company;
3) carries out verification of fulfillment of requirements of the legislation of the Republic of Kazakhstan, international agreements, internal documents of the Company, as well as fulfillment of instructions of empowered and supervisory authorities, decisions of the bodies of the Company and evaluates systems that had been created for the purposes of meeting those requirements.

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