Samruk-Energy JSC. Annual Report / 2013

Committees of the Company’s Board

The Board holds regular meetings by voting in person. 

In 2013 the Company Board held 12 meetings which considered 234 items. All meetings were in-person.       

PARTICULARLY, THE CONSIDERED ISSUES WERE: 

  • on conclusion of deals in settlement of which the Company has concernment, including issues on acquisition of shares of subsidiaries and affiliates, provision of guarantees to subsidiaries, providing financial assistance and credit arrangement;    
  • on approval of long-term development strategy of the Company for 2012-2022;    
  • on approval of Investment policy of the Company in new edition; 
  • on approval of plans for implementation of investment projects for 2013; 
  • on corporate management issues.

Also a decision on consolidation of Risk committee and Management and corporate management committee into one Committee with change of name into Risk and management committee was made.

In 2013 Strategic planning committee was established.

In 2013 by the decision of the Board Asset and liability committee and Credit committee were consolidated into one Committee – Credit committee. 

TODAY UNDER THE BOARD OF THE COMPANY THE FOLLOWING ADVISORY AND CONSULTATIVE BODIES (HEREINAFTER REFERRED TO AS ACB):

  • Risk and management committee;
  • Planning and performance appraisal committee;
  • Credit committee;
  • Strategic planning committee;
  • Investment-innovative Council.

All committees are accountable to the Company’s Board and act within the frames of jurisdiction granted by the Board in accordance with the provisions concerning these bodies.

Risk and management committee

Purpose – contribution to the Board in making decisions in the field of risk management and management system.  

Regulatory document – provision on Risk and management committee is approved by the decision of the Board of the Company on 2 April 2013.   

Chairman of the Committee – Chairman of the Company’s Board. 

Deputy Chairman – Managing director for corporate management.

Members of the Committee – Managing director of division Generation, Managing director of division HPP and RES, Managing director of division Fuel, logistics and service, Managing director of division Distribution and sales, Managing director for strategy, Head of the department, Managing director for production, Managing director for development, Head of Internal audit service (nonvoting). 

  total by personal via webconferencing
Number of meetings
3
3
0
Number of examined issues
17
Key issues, examined by the Committee
Quarterly prior approval of the report of the head of risk management structural subdivision with description and analysis of key risks of the Company
Annual approval of action plans on improvement of Complex risk management system (CRMS), action plan on key risks management, Complex internal control system (CICS), Complex monitor system (CMS)
Coordination of bylaws according to SRM, ICS, CMS
Annual coordination of Register and Risk map of the Company
Examination of issues on improvement of CMS

Planning and performance appraisal committee

Purpose – improvement of efficiency of Company’s activity and activity of its subsidiaries and affiliates including optimization of structure of their assets and expenditures. Purpose – improvement of efficiency of Company’s activity and activity of its subsidiaries and affiliates including optimization of structure of their assets and expenditures.

Regulatory document – Provision on Committee is approved by the Board of the Company on 18 April 2011.

Chairman of the Committee – Chairman of the Company’s Board. Deputies Chairman – deputies chairman of the Board of the Company of real and financial sector issues.

Members of the Committee – members of the Board, managing directors supervising strategic and investment issues, directors of departments responsible for issues of production, strategy, economics and budgeting, financing, investments, treasury, human resources and procurements.

Credit committee

Purpose – provision with timely and quality decisions on issues concerning administration of loans, financial assistance, issue of guarantees, risk minimization.

Regulatory document – Provision on Committee is approved by the Board of the Company on 7 August 2013 (redrafted). 

Chairman of the Credit committee – Deputy Chairman of the Company’s Board (in economics and finances). 

Deputy Chairman of the Credit committee – Managing director for economics and financing. 

Members of the Committee: 

  • Head of structural subdivision responsible for corporate finances or his designated substitute; 
  • Head of structural subdivision responsible for fiscal and taxation management or his designated substitute; 
  • Head of structural subdivision responsible for economic planning and tariff making or his designated substitute; 
  • Head of structural subdivision responsible for treasury operations or his designated substitute; 
  • Head of structural subdivision responsible for risk management and internal control or his designated substitute; 
  • Head of structural subdivision responsible for investments or his designated substitute.
  total by personal via webconferencing
Number of meetings
4
4
0
Number of examined issues
4
Key issues, examined by the Committee
Granting of loan to First wind electric power plant LLP
Granting of loan to EK REC JSC for implementation of project Acquisition of assets of Distrans LLP
Granting of loan to Aktobe CHP JSC for working capital financing
1. Granting of loan to Zhambyl SDPS JSC for autumn and winter period 2013-2014
2. Granting of loan to AlPP JSC for working capital financing

Strategic planning committee

Purpose — preparation of suggestions to the Board of Directors of the Company concerning development of areas of priority, strategic goals (development strategies) of the Company including development of measures contributing to efficiency improvement of Company’s activity and activity of its affiliates and subsidiaries in the long run.

Regulatory document – Provision on Strategic planning committee was approved on 2 April 2013.

Chairman – First Deputy Chairman of the Board.

Deputy Chairman – Managing director in strategy.

Members of the Committee: 

  • Managing director for corporate management, 
  • Managing director for economics and finances, 
  • managing director for production, 
  • Managing director for development, 
  • Managing director of division Generation, 
  • Managing director of division HPP and RES, 
  • Managing director of division Fuel, logistics and service, 
  • Managing director of division Distribution and sales, 
  • Director of strategic development department, 
  • Director of projects management department.
  total by personal via webconferencing
Number of meetings
16
16
2
Number of examined issues
21
Key issues, examined by the Committee
Approval of Recommended practices for development, monitoring and update of development strategies for subsidiaries and affiliates of Samruk-Energy JSC
Examination of Plan of actions for transition to targeted structure of Samruk-Energy JSC holding company in 2013 within the frames of Development strategy for 2012-2022
Examination of Plan of actions on restructuring of non-core assets and objects
Examination of Strategies for subsidiaries and affiliates

Investment-innovative Council

Purpose – improvement of efficiency of investment and innovative activity as well as increase of Kazakh content in the Company and its subsidiaries and affiliates.

Regulatory documents – Provision on the Cоuncil is approved by the Board of the Company on 10 October 2011.

Chairman – is the Chairman of the Board of the Company. Deputy Chairman – First deputy chairman of the Board of the Company.

Members of the Committee: members of the Board, managing directors super-vising issues of production, assets and projects management, finances and economics, representatives of subsidiaries and affiliates of the Company, member of the Board of Directors of the Company and independent experts.

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