“SAMRUK-ENERGY” JSC | Integrated ANNUAL REPORT

CORPORATE GOVERNANCE

One of the strategic objectives of “Samruk-Energy” JSC is to increase the efficiency of corporate governance. This is because the Company is well aware of the importance of effective corporate governance, and therefore it strives for long-term sustainability, trust of shareholders and investors, as well as mitigation of investment risks and business’s financing cost.

As part of corporate governance, the Company adheres to the following principles:

Strict observance of shareholders, investors and other stakeholders’ rights

Increasing the  efficiency of  the  Board of  Directors and its Committees, as well as the Executive Body and its Committees

Improvement of management reporting system

Compliance with the  principles of  information transparency for  shareholders and  other stakeholders (a formalized and  transparent policy and  procedure for  remunerating directors and  executives of the Company. a transparent dividend policy, publishing of  annual report with financial statements and  a  report on sustainable development annually in accordance with GRI and IFRS standards)

A  clear separation of  powers and  responsibilities between the Company’s bodies and structural units

Avoidance of  corporate conflicts and  conflicts of interest

Striving to  apply the  best world practices of  corporate governance, through the further introduction of principles and provisions of the Corporate Governance Code

Ensuring the existence of effective planning processes, effective internal control systems, compliance and  internal audit, an effective risk management system, an effective system for  managing sustainable development

According to the results of “Samruk-Energy” JSC corporate governance diagnostics conducted in 2018, the planned indicator was reached and the corporate governance rating – BB that corresponds to the average level of “maturity”, was assigned; this means that the Company’s corporate governance system meets in all essential aspects the most of criteria established.

With a view to improve corporate governance, the new Development Strategy for 2018–2028 was approved, the Committee for Occupational Health and Safety and Environment Protection under the Company’s Board of Directors and Human Resources and Remuneration Committee under the Company’s Management Board were established, and the procedure for receiving a feedback from all stakeholders of the Company was developed during the reporting period.

A transparent reporting system, motivation systems for identifying and investigating incidents in OHS were introduced and the Action Plan for management of occupational health and safety and environmental protection issues in “Samruk-Energy” JSC group of companies for 2019 was approved.

The Company’s regulations in the field of sustainable development, corporate governance, occupational health and safety issues, resolution of corporate conflicts and conflicts of interest, information security, etc. were developed and approved. The Compliance Service conducted training on compliance, requirements of the new Code of Conduct and Initiative information sharing policy for employees of the Corporate Center, as well as employees of “Samruk-Energy” JSC group of companies.

Considering the results of diagnostics and recommendations of an independent consultant, the Board of Directors approved an updated Action Plan for corporate governance improvement of “Samruk-Energy” JSC for 2019–2021.