Committees of the Board of Directors

In order to support the activity of the Board of Directors the Company established the following committees responsible for examination of issues and making recommendations on this or that issue within frames of their functional duties:

• Audit committee;
• Nominating and Remuneration committee;
• Strategic planning committee.

In accordance with the Provisions on committees under the Board of Directors each committee presents an annual progress report to the Board of Directors.

Number of examined issues at meetings by committees

Audit committee

Audit committee is an advisory and consultative body of the Board of Directors and is established for analysis and preparation of recommendations on issues of internal and external audit, internal control system as well as risk management.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS HAS THE FOLLOWING MEMBERS:

• Luca Sutera – independent director, Chairman of the Audit committee;
• Spitsyn Anatoly Tikhonovich – independent director, member of the Audit committee and the Nominating and Remuneration committee;
• Daukeev Gumarbek Zhusupbekovich – independent director, member of the Audit committee.

Number of meetings of the Audit committee

Fundamental issues examined at meetings of the Audit committee:

1. Prior approval of redrafted annual audit plan of the Internal audit service of Samruk-Energy JSC for 2013;
2. Approval of the list of key indicators of Internal audit service activity;
3. Report of Internal audit service of Samruk-Energy JSC and evaluation of its activity by quarters as well as for the year 2013. Bonus payment to employees of Internal audit service of Samruk-Energy JSC for quarterly results as well as for the year 2013;
4. Evaluation of efficiency of corporate management, risk management and internal control of Samruk-Energy JSC;
5. Prior approval of the project of modified Corporate accounting policy of Samruk-Energy JSC;
6. Concerning recommendations of internal audit inspector of Samruk-Energy JSC for the years 2013, 2014, 2015;
7. Concerning prior approval of consolidated Register and Risk map of Samruk-Energy JSC;
8. Concerning prior approval of Plan of action on key risks management of Samruk-Energy JSC;
9. Concerning centralization of the Internal audit service of Samruk-Energy JSC;
10. Concerning termination of powers and appointment of IAS employees.

Nomination and Remuneration committee 

Nominating and Remuneration committee is an advisory and consultative body of the Board of Directors and is established for giving recommendations on appointment of members of the Board of Directors, determination of rates and terms of salary payment and bonus payment to members of the Board of Directors, members of the Board and corporate secretary as well as qualification criteria for the Board of Directors, members of the Board and corporate secretary.

Number of meetings of the Nominating and Remuneration committee

Nomination and Remuneration committee of the Board of Directors has the following members:

• Daukeev Gumarbek Zhusupbekovich – independent director, Chairman of the Nomination and Remuneration committee, member of the Strategic planning committee;
• Spitsyn Anatoly Tikhonovich – independent director, member of the Nominating and Remuneration committee;
• Ordabaeva Aigul Turysbekovna – senior manager of the Human resources management department of National Wealth Fund Samruk-Kazyna JSC, Committee’s nonvoting expert.

Fundamental issues examined at meetings of Nominating and Remuneration committee:

1. Concerning numerical composition of the Board of Samruk-Energy JSC, election of members of the Board of Samruk-Energy JSC, definition of terms of his powers and official salary;
2. Concerning employment of foreign specialists in to Samruk-Energy JSC Group of companies;
3. Concerning recommendations to the Board of Directors of Samruk-Energy JSC for coordination of Rules for evaluation of operations and remuneration, managing and administrative employees, head of Internal audit service and Corporate secretary of Samruk-Energy JSC;
4. Concerning recommendations to the Board of Directors of Samruk-Energy JSC for consent to the member of the Board of Samruk-Energy JSC to hold the position of the member of the Board of Directors of East Kazakhstan Regional Energy Company JSC; 
5. Concerning recommendations to the Board of Directors of Samruk-Energy JSC for consent to the Member of the Board of Samruk-Energy JSC to hold the position of a member (Chairman) of the Supervisory board of Karagandahyproshakht and K LLP.

Strategic planning committee 

Strategic planning committee is an advisory and consultative body of the Board of Directors and is established for recommendations on strategic issues of the Company’s activities.

Strategic planning committee of the Board of Directors has the following members:

• Spitsyn Anatoly Tikhonovich – independent director, Chairman of the Strategic planning committee, member of the Nominating and Remuneration committee;
• Daukeev Gumarbek Zhusupbekovich – independent director, member of the Strategic planning committee, Chairman of the Nomination and Remuneration committee;
• Elekeev Erzhan Irakovich – chief manager of the Strategic development department of National Wealth Fund Samruk-Kazyna JSC, Committee’s nonvoting expert.

FUNDAMENTAL ISSUES EXAMINED AT MEETINGS OF STRATEGIC PLANNING COMMITTEE:

• Prior examination of long-terms Development strategy of Samruk-Energy JSC for 2012-2022 including mission, perspective, tasks and objectives;
• Prior examination of the Plan of actions for implementation of Development strategy of Samruk-Energy JSC for 2012-2022;
• Prior examination of Innovative-technological strategy of Samruk-Energy JSC for 2012-2022;
• A report on: Strategy of sustainable energy of future Kazakhstan until 2050 and its role in integration processes of EurAsES.

Number of meetings of the Strategic planning committee