Members of the Board of Directors
as of 31 December 2013

Bektemirov Kuanysh Abdugalievich

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Managing director of National Wealth Fund Samruk-Kazyna JSC, Chairman of the Board of Directors of Samruk-Energy JSC.

Date of the first election:

31.01.2012 (protocol of National Wealth Fund Samruk-Kazyna JSC № 08/12 d/d 31 January 2012).

Employment history:

In 1993 graduated Al-Farabi Kazakh State University, physical scientist.
In 2004 graduated Kazakh national agrarian university, electrical engineer.
1993-1999 – Atameken Corporation, Almaty, Altyn JSC, Tekeli, Almaty region, Vostok Service LLP, Taldykorgan.
1999-2000 – deputy director general of GKPO Taldykorgankommunenergo.
2000-2004 – First deputy director of GGKP Taldykorganteploservice.
2004 – Deputy Chairman of the Board of Astanaenergoservice JSC, Astana.
2004-2008 – Director of Astanaenergosbyt LLP, Astana.
2008-2009 – Head of SI Energy and public utilities agency of South-Kazakhstan region.
2009-2010 – Deputy, First deputy director general of RGP Kazgidromet.
2011-2012 – Director General of Astanaenergocontract.
Since January, 2012 – Managing director of National Wealth Fund Samruk-Kazyna JSC.
In 2003 was elected as a deputy of maslikhat of Taldykorgan, is awarded by the merit certificate of the Minister of energy and mineral resources For contribution to progress of electric energy sphere of RoK, the award pin Honorable powerman of the Republic of Kazakhstan, the anniversary medal 10th anniversary of Astana.

Daukeev Gumarbek Zhusupbekovich

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Principal of Almaty University of power engineering and telecommunications, independent director of the Board of Directors. Chairman of Nominating and remuneration committee, member of Strategic planning committee of Samruk-Energy JSC.

Date of the first election:

22.01.2008 (protocol of Holding Samruk JSC № 01/08 d/d 22 January 2008). On 2 April 2009 by the decision of the Board of National Wealth Fund Samruk-Kazyna JSC he was re-elected (protocol №26/09).

Employment history:

In 1971 he graduated Kazakh polytechnic institute n.a. V.I. Lenin, heat power engineer. Ph.D. in Technical Sciences (1982). Professor (since 1999).
1971 – Assistant, Ph.D. student of Kazakh polytechnical institute n.a. V.I. Lenin.
1975 – Ph.D. student, assistant, senior teacher, chairman of trade union committee, A.P. of Almaty institute of power energy.
1988 – Instructor of science and education department of CC CPK.
1989 – Secretary of Party Committee, vice-principal of Almaty institute of power energy.
1994 – Sector leader, leader of Administration of the higher advisory council of science and technology under the President of the Republic of Kazakhstan of Cabinet council administrative department of the Republic of Kazakhstan.
1996 – Director of academic complex for power energy and telecommunications KazNTU n.a. K.I. Satpaev.
Since 1997 – Principal of Almaty University of power engineering and telecommunications.
Deputy of Kalininski regional Council of people’s deputies (1990-1993).
Member of expert councils on tariff policy in the sphere of electric and heat power under the Agency of the Republic of Kazakhstan on regulation of natural monopolies, Expert council on tariff policy under the akimat of Almaty, member of the Board of the Union of power engineers of Kazakhstan, Association of HEIs of Kazakhstan, Almaty regional Council of HEIs principals. Independent director of KEGOC JSC.

He is awarded with medals 10th anniversary of the Constitution of Kazakhstan (2006), For valorous labor, In commemoration of 100th anniversary of V.I. Lenin (1970), 10th anniversary of independence of the Republic of Kazakhstan (2001), with merit badges Achiever of education of the Republic of Kazakhstan (2000), RAO UES of Russia 80th anniversary of GOELRO plan (2000). Honorary worker of education of the Republic of Kazakhstan (2005).

Author of more than 70 academic papers on theory and practice of gas fuel burning and heat exchange in power boilers and industrial furnaces, methodology of establishment of electric and heat energy tariffs upon their combined production. He has 5 inventor’s certificates for invention of constructions of industrial furnaces and burner devices.

Luca Sutera

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Vice-president of the Group and Financial director (CFO) of the Global Power & Water Division, Member of leaders team of the Group ABU DHABI NATIONAL ENERGY COMPANY, independent director of the Board of Directors, chairman of audit committee of Samruk-Energy JSC.

Date of the first election:

On 08.05.2012 by the decision of the Board of National Wealth Fund Samruk-Kazyna JSC (protocol №21/12) he was elected to be an independent member of the Board of directors.

Employment history:

In 1996 graduated University of Milan L. Bocconi, Bachelor of Business Administration, specialty in finances.
In 1999 received a Master in planning and control of Management School Enel S.p.F/S.F.F., Rome, Italy.
In 2012 he finished International program Executive MBA (strategic planning) in Business school IE in Madrid.
From January 2005 until September 2007 – Deputy Chief Financial director of European administration Endesa.
From October 2007 until March 2011 – Financial director and deputy director general of Enel OGK-5.
Since March 2011 – Vice-president of the Group and Chief financial director of International administration of water economy and power industry of the National energy company Abu Dhabi (TAQA).
Since April 2011 Mr. Sutera is the member of Russian Association of Independent Directors.
At the moment Mr. Sutera is the member of the Board of Directors of energy company Jorf Lasfar (subsidiary company of National energy company Abu Dhabi).
His working experience in power energy sector is more than 15 years.

Spitsyn Anatoly Tikhonovich

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Vice-president of the Russian Academy of Natural Sciences, Doctor of Economics, active member of Presidium of the Russian Academy of Natural Sciences (RANS), member of the union of architects of USSR and RF

Date of the first election:

On 08.05.2012 by the decision of the Board of National Wealth Fund Samruk-Kazyna JSC (protocol №21/12) he was elected to be a member of the Board of Directors.

Employment history:

In 1962 graduated Odessa civil engineering institute, civil engineer.
1972 – Ph.D. student of the Academy of natural sciences.
2009 – Special course in University of Washington (USA).

At the moment he is a professor of economics and finances of social sector of the Russian Presidential academy of national economy and public administration, Director of the Institute for strategic studies of integrated problems under the Eurasian Economic Community.

Rupert Andrew Woodward Goodman

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Chairman and founder of FIRST – cross-disciplinary organization for international activities, independent director.

Date of the first election:

On 21.10.2013 by the decision of the Board of Samruk-Kazyna JSC (Protocol №61/13) he was elected an independent member of the Board of Directors of Samruk-Energy JSC.

Employment history:

Eton College, Windsor
Trinity College, Cambridge (2:1 Bachelor (with honors), Master) Curator and Director, National Botanic Garden of Wales (2005-2008);
Since 2013 Chairman and Curator of Kazakhstani-British Association (Curator since 2002);
Vice-president of British-Algerian Business Association;
Founder of Responsible Capitalism Initiative;
Member of the International Advisory Board Atlantic International
Since 2009 Member of the Development council Artes Mundi (award for achievements in contemporary art);
Since 2011 Vice-president of the International Association for Flora and Fauna (environmental charity);
Member of the Royal Geographical Society;
Member of the Royal Society on promotion of Art, Manufacturers and Trade;
Chairman of World Petroleum and World Energy Insight; Winner of 1993 for Periodical Publicities Association Award;
Awarded in 2010 and 2013 with Royal award for entrepreneurship.

Ogai Alexey Vladimirovich

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Director of authority on administration of electric power assets of National Wellbeing Fund Samruk-Kazyna JSC, Member of the Board of Directors of Samruk-Energy JSC.

Date of the first election:

22.01.2008 (protocol of Holding Samruk JSC № 01/08 d/d 22 January 2008). On 15.06.2011 by the decree of the Board of National Wealth Fund Samruk-Kazyna JSC (protocol №26/11) he was re-elected as a member of the Board of Directors.

Employment history:

In 1995 graduated Almaty University of Power Engineering and Telecommunications. Specialty: Electric power stations. Qualification: Electrical engineer.
In 1995-1998 – Research assistant at FEC problems research laboratory LLP.
In 1998-2006 – Specialist, top specialist, main specialist, head of department at KEGOC JSC.
Since June, 2006 – Chief expert, deputy director on administration of electric power assets at Kazakhstani holding on administration of government assets Samruk JSC.
Since October, 2008 – Chief expert at National Wealth Fund Samruk-Kazyna JSC. Since May 2007 – Chairman of the Board of Directors at KOREM JSC.
Since May, 2011 – until present – Director on administration of electrical power assets of National Wealth Fund Samruk-Kazyna JSC.

Satkaliyev Almasadam Maidanovich

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Chairman of the Company Board, member of the Board of Directors of Samruk-Energy JSC.

Date of the first election:

04.07.2007 (order of the Chairman of the Board of Samruk Holding JSC d/d 4 July 2007 № 79-п). 15.06.2011 by the decree of the Board of National Wealth Fund Samruk-Kazyna JSC (protocol №26/11) was elected to be the member of the Board of Directors and the Chairman of the Board of Directors.

Employment history:

Graduated Al-Farabi Kazakh State University in 1992, mechanical worker, mathematician – application engineer.
Ph.D. in Economics. Merited powerman of CIS. 
Since August, 1992 – Director of TaSSaT LLP. 
Since September, 1997 – Manager, head of clearing department, head of projects control department of NCOT KazTransOil JSC. 
Since August, 1998 – Managing director, vice-president in economics of NCOT KazTransOil JSC. 
Since January, 2001 – Financial director, vice-president in economics, KEGOC JSC. 
Since November, 2003 – First vice-president of KEGOC JSC. 
Since May, 2006 – Director-team-leader on KEGOC JSC, Kazakhstani holding on administration of government assets Samruk JSC. 
Since December, 2006 – Director on administration of electrical power assets of Kazakhstani holding on administration of government assets Samruk JSC. 
Since January, 2007 – Deputy minister of energy and mineral resources of the Republic of Kazakhstan. 
Since September, 2007 president, since October 2008 – First vice-president of KEGOC JSC. 
Since December, 2009 – Chairman of the Board of KEGOC JSC. 
Since June, 2011 — CEO of National Wealth Fund Samruk-Kazyna JSC. 
Since January, 2012 – Chairman of the Board of the Company.

Change in members of the Board of Directors

On 21 October 2013 (Protocol № 61/13) the Board of NWF Samruk-Kazyna came to a decision to elect Mr. Rupert Andrew Woodward Goodman an independent director, member of the Board of Directors of Samruk-Energy JSC for a period before expiration of the term of office of the Board of Directors of Samruk-Energy JSC in general.

Selection criteria for the Board of Directors

For the moment the Company has no formal documents regulating the process of selection of potential candidates into the Board of Directors. 

Continuous work of National Wealth Fund Samruk-Kazyna JSC focused in improvement of corporate management system predetermines not only improvement of inner legal framework year in and out in accordance with the best practice but also improvement of efficiency of the Company’s business processes.

AS OF 31 DECEMBER 2013 THE BOARD OF DIRECTORS INCLUDED:

• Economics, finances and audit expert – Vice-president of the Group and Financial director (CFO) of the Global Power & Water Division, member of leader team of ABU DHABI NATIONAL ENERGY COMPANY Group, Mr. Luca Sutera;
• Strategy and electric energy expert – Principal of Almaty University of power energy and telecommunications, Mr. Gumarbek Zhusupbekovich Daukeev;
• Corporate social responsibility expert – Chairman of the Board Mr. Almasadam Maidanovich Satkaliev who supervises directly the Human resources management department (HCM) and all aspects related to sponsorship and benevolence.

Independence criteria for members of the Board of Directors

In accordance with the best world practice of corporate management there shall be directors independent from the Sole shareholder and company authorities who guarantee making objective decisions ultimately corresponding to the Company’s interests; in accordance with the Law concerning JSC the number of independent directors shall be not less than one third of the total member of the Board of Directors.

Independence criteria are defined by the legislation of the Republic of Kazakhstan, by the Charter and by the Provision on the Board of Directors of the Company

For the reporting period the independent directors of the Company fully complied with independence criteria.

Number of meeting of the Board of directors

Attendance of members of the Board of Directors

Assumed measures on the account of the opinion of the Sole shareholder by the Board of Directors

The Board of Directors tries to take all measures required to account positions and opinions of the Sole shareholder, including:

• representatives of the Sole shareholder are the members of the Board of Directors, so all issues discussed at the meetings of the Board of Directors are directed by representatives of the Sole shareholder to form a conclusion concerning the agenda of the Board of Directors;
• representatives of the Sole shareholder who are not members of the Board of Directors, are represented in committees of the Board of Directors (as experts with consultative capacity) as well as at meetings of committees and of the Board of Directors come on with views of the Sole shareholder;
• Members of the Board of Directors participate in diagnostics of corporate management and in meetings with representatives of the Sole shareholder.

In accordance with the Provision on the Board of Directors of the Company the Chairman of the Board of Directors provides efficient link with the Sole shareholder, bringing the Sole shareholder’s opinion up to the Board of Directors in general and provision of the Sole shareholder with query responses.

Remuneration of members of the Board of Directors

Representatives of the Sole shareholder and the Chairman of the Board being a part of the Board of Director receive no remuneration. 

For performance of duties of a member in the Board of Directors independent directors receive fixed annual remunera-tion as well as additional remuneration for each personal attendance of a meeting of the Board of Directors as a member of the committee.

If an independent director participates in less than a half of in-person meetings and meetings in absentia of the Board of Director within the accounting period excluding the cases of absence at in-person meetings due to illness, vacation or business trip, fixed remuneration will not be paid. 

An independent director is reimbursed for expenses (transport, accom-modation, and daily allowance) related to departure to meetings of the Board of Directors and committees of the Board of Directors held outside the place of permanent residence of an independent director.

OVERLAPPING OF POSITIONS OF THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE CHAIRMAN OF THE BOARD

In order to demarcate powers and eliminate the conflict of interests positions of the Chairman of the Board of Directors and the Chairman of the Board cannot be overlapped according to the Charter and by-laws. 

In 2013 the Chairman of the Board of Directors of Samruk-Energy JSC was Kuanysh Abdugalievich Bektemirov, and the Chairman of the Board was Almasadam Maidanovich Satkaliev.