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

Audit Committee of the Board of Directors of the Company

 

The Audit Committee of the Board of Directors of «Samruk-Energy» JSC acts in compliance with the Regulation on the Audit Committee of the Board of Directors of «Samruk-Energy» JSC with changes and additions approved by the decision of the Board of Directors of «Samruk-Energy» JSC on May 25, 2018 (Minutes No. 05/18).

The Audit Committee acts in the interests of the Company's shareholders and its activities are aimed at providing assistance to the Company's Board of Directors by developing the recommendations on:

  1. Establishment of an effective system of control over the financial and economic activities of the Company (including the full and reliable financial statements);
  2. Monitoring of the reliability and efficiency of Internal Control systems and risk management, as well as the execution of documents in the field of corporate governance;
  3. Monitoring of the independence of the external and internal audit, as well as the process of ensuring compliance with the laws of the Republic of Kazakhstan;
  4. Making recommendations on the policy and remuneration structure of the Head and employees of the Internal Audit Service;
  5. Consideration and development of qualification requirements for candidates positions of the Head and / or employees of the Internal Audit Service, represented by the Head of the Internal Audit Service;
  6. Consideration and development of qualification requirements for candidates positions of the Head and / or employees of the Internal Audit Service and the «Compliance» Service;
  7. Submitting recommendations on candidates for the positions of the Head and employees of the Internal Audit Service and the «Compliance» Service;
  8. Risks monitoring in the field of sustainable development and compliance, the quality of non-financial information and reporting;
  9. Activities recommendation to reduce risks while evaluating the effectiveness and transactions approval, as well as investment projects;
  10. Other issues in compliance with the requirements of these Regulations.

The Audit Committee performs the following functions under the established procedure:

  1. on financial reporting;
  2. on issues of Internal Control and risk management;
  3. on external audit issues;
  4. on internal audit issues;
  5. on compliance issues.

Appointment and Remuneration Committee of the Board of Directors of the Company

 

Appointment and Remuneration Committee of the Board of Directors of «Samruk-Energy» JSC acts in compliance with the Regulation on the Appointment and Remunerations Committee of the Board of Directors of «Samruk-Energy» JSC, approved on May 25, 2018 (Minutes No. 05/18).

The Committee competence includes the following issues:

  1. Preparation of qualification requirements for candidates attracted for the positions of an Independent Director, the composition of the Management Board and the Corporate Secretary;
  2. Recommendations on candidates attracted for the positions of an Independent Director, the composition of the Management Board, the Corporate Secretary and other employees in compliance with the Company's internal documents. Candidates for the positions whose election (appointment) is attributed to the exclusive competence of the general meeting of shareholders are considered by the Committee on the basis of the relevant provisions of the Company's internal documents and / or the appeal (instruction) of the shareholders;
  3. Development of the Succession Planning Policy for members of the Board of Directors and the Management Board, Committees of the Board of Directors and the Corporate Secretary of the Company;
  4. Candidates assessment for the Management Board and other executives in compliance with the list approved by the Board of Directors;
  5. Recommendations development regarding the Evaluation Policy and ensuring the succession of the Company's management;
  6. Preliminary consideration of the motivational KPIs of the members of the Management Board of the Company, the Corporate Secretary of the Company, as well as the monitoring of their achievement;
  7. Positions assessment of the members of the Management Board and the Corporate Secretary of the Company. Proposals elaboration for the Board of Directors to approve the Grades of members of the Management Board and the Corporate Secretary of the Company.

Strategic Planning Committee of the Board of Directors of the Company

 

Strategic Planning Committee of the Board of Directors of «Samruk-Energy» JSC acts in compliance with the Regulation on the Strategic Planning Committee of the Board of Directors of «Samruk-Energy» JSC with changes and additions approved by the decision of the Board of Directors of «Samruk-Energy» JSC on May 25 2018 (Minutes No. 05/18).

The Committee competence includes the following issues:

  1. Preliminary consideration of the Development Strategy, including the mission, vision, goals and objectives, as well as their periodic review;
  2. Monitoring of changes in the economic and competitive environment to determine their impact on the existing Development Strategy of the Company and ensuring the revision / reassessment of the Development Strategy taking into account these changes;
  3. Analysis and recommendations provision on strategic decisions development related to the reorganization of the Company in the form of merger, accession, division and separation of the transformation;
  4. Preliminary consideration of the Action Plans for the implementation of the Company's Development Strategy;
  5. Preliminary consideration of the Action Plans for the implementation of the Shareholder expectations of the Company;
  6. Analysis and recommendations provision on the development of strategic decisions regarding methodological aspects in the field of sustainable development, as well as the introduction of best practices in the field of sustainable development, and labor and environmental protection;
  7. Preliminary consideration of investment projects;
  8. Analysis and recommendations provision on the formation of investment projects portfolio and their monitoring;
  9. Preliminary consideration of the Development Plan (Business Plan) of the Company, Reports on the execution of the Development Plan (Business Plan) of the Company for the reporting period, as well as preliminary review of the Company's budget for the first calendar year in the frames of the Development Plan (Business Plan) of the Company.
  10. Effectiveness analysis of the implementation of the Transformation Program of the Company and the Road Maps for it.

Health, Safety, and Environmental Protection Committee

of the Board of Directors

 

Health and Safety and Environmental Protection Committee of the Board of Directors of «Samruk-Energy» JSC acts in compliance with the Regulation on the Health and Safety and Environmental Protection Committee of the Board of Directors of «Samruk-Energy» JSC approved by the decision of the Board of Directors of «Samruk-Energy» JSC dated March 31, 2018 (Minutes No. 03/18).

The Committee competence includes the following issues:

  1. Ensuring the effective work of the Board of Directors regarding the issues related to industrial safety, labor and environment protection of the Company;
  1. Effectiveness assessment of the policies and systems of the Company for identifying and managing risks related to safety, labor and environment protection;
  2. Analysis of the policy and the system of the Company regarding the compliance with legal and regulatory requirements relating to the labor and the environment protection;
  3. Analysis of the Reports from structural divisions of the Company in relation to all fatal accidents, as well as serious incidents occurring within the Company's joint venture and activities undertaken as a result of such cases and incidents;
  4. Promotion of the introduction into production of more advanced technologies, new technic, automation and mechanization of production processes to create healthy and safe working conditions and the elimination of heavy physical work;
  5. Consideration of the issues of sustainable development in terms of safety, labor and environmental protection.

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