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TRANSCRIPT
ANNUAL REPORT
of Tau-Ken Samruk JSC’s Board of Directors
for 2015
Astana, 2016
Approved by
The Resolution of the Board of
Tau-Ken Samruk JSC
№ 02/16
dated March 31, 2016
2
CONTENT
INTRODUCTION
1. ORGANIZATION OF THE BOARD OF DIRECTOS
1.1. Members of the Board
1.2. Eligibility criteria
1.3. Independence criteria of the Board of the Directors
1.4. Directors’ emolument
1.5. Competence development
1.6. Delineation of the scope of responsibilities between the Board of Directors and
Executive Board
2. ACTIVITY OF THE BOARD IN 2015
2.1. Contribution of the Independent Directors
2.2. Frequency of meetings and attendance by each director
2.3. Information about issues considered in 2015
2.4. Information about performance of the Annual Action Plan of the Board of Directors
2.5. Evaluation of the Board
2.6. Information about Corporate Governance represented by the Board
2.7. Information about Internal Control System
3. ACTIVITY OF THE BOARD AUDIT COMMITTEE IN 2015
3.1. Members of the Board Audit Committee
3.2. The role of the Board Audit Committee
3.3. Frequency of meetings and attendance by each director
3.4. Information about issues considered in 2015
4. ACTIVITY OF THE BOARD NOMINATIONS AND REMUNERATION
COMMITTEE for 2015
4.1. Members of the Board Nominations and Remuneration Committee
4.2. The role of the Board Nominations and Remuneration Committee
4.3. Frequency of meetings and attendance by each director
4.4. Information about issues considered in 2015
5. ACTIVITY OF THE BOARD STRATEGIC PLANNING AND
INVESTMENTS COMMITTEE for 2015
5.1. Members of the Board Strategic Planning and Investments Committee
5.2. The role of the Board Strategic Planning and Investments Committee
5.3. Frequency of meetings and attendance by each director
5.4. Information about the issues considered in 2015
CONCLUSION
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INTRODUCTION
The present Annual Report of the Board of Tau-Ken Samruk JSC about activities
in 2015 (hereinafter – the Report) is prepared with due consideration of recommendations
and best practices applicable to the Corporate Governance in Kazakhstani and international
companies, in accordance with the corporate management practices, Charter and Tau-Ken
Samruk Regulation of the Board of the Directors (hereinafter – the Company).
Regulation of the Board of the Directors was elaborated and approved in 2009
targeted to realize the principles of the effective management by the Board (the order by
Samruk-Kazyna JSC №62-p dated December 14, 2009); amended Regulation of the Board
of the Directors approved by the resolution of the Sole Shareholder (protocol № 69/13) on
December 27, 2013 is to determine the status, order of the Board establishment and its
activities and members as well as the order of cooperation with the other bodies of the
Company, the rights, obligations and responsibilities of the Board and the order of election
and early termination of powers.
In addition to these documents, the relationships between the member of the Board
and the Company are governed by the three-year period contract.
The report consists of five main sections.
The first section "Organization of the Board of Directors" provides for the
information on the structure of the Board of Directors, criteria of election and determining
the independence of the Board, remuneration policy for the Directors, responsibilities of
the Board and Management.
The second section "Activities of the Board in 2015" presents information on the
activities of the independent Directors, frequency of meetings and attendance by each
Director, performance of the Annual Work Plan of the Board, the issues reviewed during
the reporting period, evaluation of the Board of Directors and information of the Board of
Directors on Corporate Governance.
The third, fourth, fifth sections provide for information on the structure of the acting
Committees, their roles (functions), frequency of meetings and attendance by each
Director, as well as information about issues reviewed in 2015.
Generally, the content and structure of the Report is presented in such a way as to
provide the interested users with the most accurate, complete and clear information on the
activities of the Board of Directors of the Company in 2015.
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1. ORGANIZATION OF THE BOARD OF THE DIRECTORS
1.1. MEMEBERS OF THE BOARD
The Board of Directors shall be elected by the Sole Shareholder pursuant to Joint-
Stock Companies Act (pp.5,p.1,art.36).
According to p.4 of the Regulation of the Board of the Directors, the number of the
Board members shall be determined by the Sole Shareholder and shall be no less than five,
of whom no less than one third shall be independent directors.
The term of powers shall be determined by the Sole Shareholder (however, it should
be no more than three years, otherwise it is subject to a special consideration with due
regard to the quality of the Board renewal) and terminated by the date the Sole Shareholder
takes the decision about electing the new members of the Board.
In 2015, based on the resolution of the Sole Shareholder dated January 29, 2015
(Protocol №04/15) the following members of Tau-Ken Samruk JSC Board were elected:
Name Position
Bektemiriv Kuanysh Abdugaliyevich
Chairperson of the Board for Tau-Ken Samruk JSC, Chief Assets Officer for Samruk-Kazyna JSC
Arslanova Zarina Fuatovna Member of Tau-Ken Samruk JSC Board, Independent Director
Argingazin Arman Anuarbekovich
Member of Tau-Ken Samruk JSC Board, Independent Director
Turmagambetov Mazhit Abdykalikovich
Member of Tau-Ken Samruk JSC Board, Chief Executive Officer for Tau-Ken Samruk JSC
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Chairman of the Board:
Bektemirov Kuanysh Abdugaliyevich
Representtive of the Sole Shareholder.
The date of the first election to the Board, the date of election
for the current membership in the Board: Resolution of
Samruk-Kazyna JSC Board dated January 31, 2012, protocol
№08/12, Resolution of Samruk-Kazyna JSC Board dated
January 29, 2015, protocol №04/15.
Citizenship: the Republic of Kazakhstan
Date of birth: May 24, 1970
Education: In 1993 graduated from the Kazakh State
University named after Al-Farabi with a degree in Physics, in
2004 graduated from the Kazakh National Academy of
Management with the degree in Electrical Engineering.
Work experience: Since 1993 to 1999 worked in Atameken
Financial and Investment Coropration in Almaty, Altyn-Bidai JSC in Tekeli (Almaty
region), Vostok-Service LLC in Taldykorgan.
Has a great managerial experience in the field of Municipal Infrastructure and Power
Industry.
Since 1999 held managerial positions in Taldykorganteplo-Kommunenergo SOPE,
Talgykorganservice SOCS, Astanaenergoservice JSC, Power Economy and Municipal
Infrastructure of the South Kazakhstan Region Department SI, Kazgidromet RSE and
Astanaenergocontract LLC.
Awarded by the Certificate of appreciation by the Minister of Energy "For the Contribution
into development of RK electric power industry", awarded by the badge "Honorable RK
power engineer", awarded by anniversary medal "10 years of Astana".
Work and Board membership for the other companies: Chief Assets Officer for Samruk-
Kazyna JSC, Chairman of the Board for Samruk-Energo JSC, Chairman of the Board for
KEGOC JSC, Board member for Kazatomprom NAC JSC.
Share participation in the Company: no.
Share participation in the Companies of the Suppliers and Competitors, quantity and share
of interest in the affiliated companies: no.
Turmagambetov Mazhit Abdykalikovich
Chief Executive Officer, Chairman of the Board of Directors
Scope of responsibility within the Company: Corporate
Governance of Tau-Ken Samruk JSC.
The date of the first election to the Board, the date of election
for the current membership in the Board: Resolution of
Samruk-Kazyna JSC Board dated January 31, 2012, protocol
№08/12, Resolution of Samruk-Kazyna JSC Board dated
January 29, 2015, protocol №04/15.
Citizenship: The Republic of Kazakhstan
Date of birth: February 1, 1961 года
Education: Graduated from the Moscow Higher Technical
School named after N.E. Bauman (1984) with the degree in mechanical engineering.
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Work experience: Since 1984 – supervisor, deputy workshop head of the engineering plant
named after S.M. Kirov, Almaty. Since 1989 – deputy director of Damis SE.
Since 1991 – Deputy Chief of Administration of Kazakh Central Real Estate Board. Since
1992 – General Director of Damis 93. Since 1996 – Deputy General Director of
Yuvelirnaya Corporatsiya Almaz JV.
Since 1997 – Deputy Director of the Industrial Department in the RK Ministry of Economy
and Trade. Since 1998 – Deputy Chairman, Chairman of the Committee on State Control
over production and turnover of alcohol products MF RK, ME&T RK, MPR RK.
Since 2001 – Vice-Minister of the Ministry of Natural Resources and Environmental
Protection RK. Since 2003 – Deputy Chief Executive Officer of Innovational Fund JSC.
Since 2004 – Chief Executive Officer of AstanaEnergoSbyt JSC. Since 2006 – managerial
positions in commercial entrepreneurships. Since 2008 – Director of Maximum Regional
Investment Center LLC (South-Kazakhstan region). Since 2008 – Deputy Head of South-
Kazakhstan region. Since March 2009 – Vice-Minister of RK Environmental Protection.
Since January 2012 up to present – Chief Executive Officer of Tau-Ken Samruk National
Mining Company JSC.
Awarded by medals: "10 years of the Constitution of Kazakhstan" (2005), "10 years of
Astana" (2008), "20 years of Kazakhstan Independence" (2011), "Kurmet" (2014).
Work and Board membership in the other companies: Board member of Kazatomprom
NAC JSC, Kazzinc LLC.
Share participation in the Company: no.
Share participation in the Companies of the Suppliers and Competitors, quantity and share
of interest in the affiliated companies: no.
Argingazin Arman Anuarbekovich Independent Director
Status: Independent Director
The date of the first election to the Board, the date of election
for the current membership in the Board: Resolution of Samruk-
Kazyna JSC Board dated April 18, 2011, protocol №15/11,
Resolution of Samruk-Kazyna JSC Board dated January 29,
2015, protocol №04/15.
Citizenship: the Republic of Kazakhstan
Date of birth: December 1, 1978
Education: Graduated from the Boston University of USA in
2000 with the degree of Bachelor in Businee Administration. In
2002-2010 took training courses in the Academy of ABN AMRO as a career-broadening
program.
Work experience: Started his working career in 2000 as a financial analyst in Khalyk
Saving Bank of Kazakhstan. Besides, had been working as a credit officer in HSBC
Kazakhstan for a long period, from 2004 to 2006 had different capacities in ABN AMRO
Bank Kazakhstan, among them Head of Mining Industry and Metals Department as well
as the Director of Astana Branch.
In 2012 was assigned as a Managing Director of UBS in Kazakhstan.
A.A. Argingazin has more than 10-year experience in the field of cooperation with the
mining companies, took part in London Stock Exchange initial public offering of ENRC
plc.
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Work and Board membership in the other companies: no
Share participation in the Company: no.
Share participation in the Companies of the Suppliers and Competitors, quantity and share
of interest in the affiliated companies: no.
Arslanova Zarina Fuatovna Independent director
Status: Independent director
The date of the first election to the Board, the date of election
for the current membership in the Board: Resolution of Samruk-
Kazyna JSC Board dated August 7, 2012, protocol №33/12,
Resolution of Samruk-Kazyna JSC Board dated January 29,
2015, protocol №04/15.
Citizenship: the Republic of Kazakhstan
Date of birth: December 22, 1960
Education: In 1983 graduated from the Kazakh State University
named after S.M.Kirov with the degree in Economics, is a Ph.D
in Economics. Has a perfect command of the English language.
Took extended education in financial analysis at the University of Kentucky (1992),
studied project analysis and risk management in the financial and banking sector, banking
and investments, business planning and restructuring of enterprises, business
administration during post-privatization restructuring, banking credit policy and project
financing in the Economic Development Institute of the World Bank (1992 – 1996),
Corporate Governance: the role of the government and private sector in the United Vienna
Institute (1996), productivity and decision making in Asian productivity organization in
Tokyo (1998), Corporate Governance in the Support Centre of Private Entrepreneurship of
USA Chamber of Commerce and Industry (1999).
Work experience: During the last 18 years held different managerial positions in private
companies. A founder and Head of the University of International Business (1992-2002),
president of IBS Consulting (2002-2005), vice-president for Academic Affairs at KBTU
(2005-2007), president of AXIS Corporation LLC (2007-2009). Since 2009, she is a
managing partner of RKF Astana LLC.
Due to a strong background, provides consulting support to the private companies and state
bodies on the following issues: corporate finance, ISFR, financial accounting, project
management, strategic management, investment projects analysis, implementation of Mid-
Term Strategic Plan system, budgeting, Corporate Governance, ERP systems.
Work and Board membership in the other companies: Independent Director of
Kazatomprom NAC JSC, International University of Informational Technologies JSC.
Share participation in the Company: no.
Share participation in the Companies of the Suppliers and Competitors, quantity and share
of interest in the affiliated companies: no.
1.2. New Board members, independent directors and committee members
eligibility criteria
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Pursuant to the approved Policy of Eligibility Criteria, the Board of Directors shall
form a list of candidates to the Board based on the proposals from the Nominations and
Remuneration Committee and the Sole Shareholder and forward it to the Sole Shareholder
together with the background description, assessments and relevant recommendations.
Candidates to the Board shall have a relevant work experience, knowledge,
qualifications, excellent achievements in business and (or) sectoral environment required
to perform obligations and effective Board operation in the best interests of the Sole
Shareholder and the Company.
The Board members shall be elected by the resolution of the Sole Shareholder for
the period of no more than three years. Chairman of the Board shall be elected out of the
Board members by poll.
In accordance with Provision 8 of the Regulation of the Board of Directors, the
candidate is not eligible if s-/he:
1) has an outstanding or unreleased in accordance with the law conviction;
2) earlier was a Chairperson of the Board, Chief Executive Officer, Deputy Chief
Executive Officer, Chief Accountant of another legal entity less than one year prior to the
resolution about enforced liquidation or enforced redemption of shares or temporary
closing of the other legal entity declared a bankrupt in accordance with the established
procedure. The present requirement shall be effective within five years after the date of the
resolution on enforced liquidation or enforced redemption of shares or temporary closing
of the other legal entity declared a bankrupt in accordance with the established procedure.
Determination of the number of members, power terms for the members and experts
of the Committees fall under the scope of the Board competence as per the internal rules.
Members and Experts of the Committees shall have a relevant education and necessary
qualifications to perform their functions.
1.3. Independence criteria of the Board of the Directors
For the best practices of the Corporate Governance, the Board members have to
include independent directors providing for a guarantee of unprejudiced decisions in the
best interests of the Company.
Pursuant to the requirements of the Joint-Stock Companies Act (p.5, art.54) and in
accordance with the best world practices of the Corporate Governance, independent
directors shall be elected to the Board and their number should be no less than one third of
the total number of the Board members.
In accordance with article 1, sub-point 20 of the Joint-Stock Companies Act an
independent director is defined as a member of the Board, who is not and has not been
affiliated with the present joint-stock company for three years prior to being elected to the
Board (except for a case of being an independent director of the present joint-stock
company), is not affiliated with the affiliated persons of the present joint-stock company;
is not a subordinate to the corporate executives of the present joint-stock company or
organizations affiliated with the present joint-stock company and has not been a
subordinate to them for the last three years prior to being elected to the Board; is not a
public employee; is not and has not been an auditor of the present joint-stock company for
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the last three years prior to being elected to the Board; does not participate in the audit of
the present joint-stock company as an auditor of the audit company and did not participate
in such auditing for the last three years prior to being elected to the Board.
1.4. Directors’ emoluments
According to point 52, sub-point 9) of the Charter the Board remuneration rate and
conditions are powers reserved for the Sole Shareholder.
Remuneration to the Independent Directors is subject to the payment based on
Samruk-Kazyna JSC Regulation on Emoluments and Remunerations to the Independent
Directors approved by Samruk-Kazyna JSC Board Resolution №55/09 dated May 22, 2009
with amendments dated May 24, 2012 (protocol №23/12).
The following types of remuneration are subject to be paid to the Independent
directors:
1) direct remuneration;
2) extra remuneration for participation in presentia meetings of the Board
Committees.
The amount of the annual direct and extra remuneration to the Independent Directors
shall be determined by the Resolution of the Sole Shareholder on the individual basis.
Pursuant to the Resolution of Samruk-Kazyna JSC Board dated January 29, 2015,
protocol №04/15, main forms of remuneration are as follows:
- the annual direct remuneration for the Board membership is 3,400,000 (three
million four hundred thousand) tenge after dedicating tax and other compulsory payments
(subject to the payment every six months proportional to the period of work within the
relevant six months of a calendar year, during the month following the remuneration report
period);
- extra remuneration for participation in participation in each presentia meeting of
the Board Committees is 200,000 (two hundred thousand) tenge (subject to the payment
during the month following the date of meeting in presentia);
- expenses reimbursement (transport, accommodation, daily allowances, telephone
communication all over the Republic of Kazakhstan, scanning, photocopying, fax, printing,
documents typing, access to the internet all over the Republic of Kazakhstan) coming from
the attendance of the Board meetings held at the locations far from the permanent residence
of the Independent Directors (within the normal limits of business trips reimbursements
allowed to the Chief Executive Officer of the Company in accordance with the internal
rules of the Company).
The Board members of the Company shall not be paid other remunerations and
bonuses as well as the upper limits of remuneration are not provided, furthermore,
remuneration in the form of Tau-Ken Samruk JSC shares is not stipulated.
Therewith, in case of participating in less than half of all the held Board meetings
in presentia and absentia during the report period, remuneration to the Independent
Directors is not liable to payment, except for their absence by the reason of illness, vacation
leave or business trip.
Remuneration shall not be paid to those Board members, who are legally imposed
limitations in terms of receiving payments from the corporate bodies and those ones who
concurrently are the representatives of the Sole Shareholder and Chief Executive Officers.
1.5. Competence development
10
In accordance with the Policy on the Board competence development and experts
outsourcing, an Independent Director has right to develop his competence out of the funds
of the Company.
To pursue qualification development of the Independent Directors, the Company
forwarded applications for their participation in IoD Chartered Director international
certification program for independent directors sponsored by Samruk-Kazyna Corporate
University in partnership with The Institute of Directors, London, Great Britain. The
program comprises 3 stages: I stage – Certificate in Company Direction, II stage –The
Diploma in Company Direction, III stage – Chartered Director Interview. By the decision
of Samruk-Kazyna Corporate University realization of the program was planned for 2016.
1.6. Delineation of the scope of responsibilities between the Board of Directors
and Executive Board Delineation of responsibilities between the Board and Executive Board is governed
by the Charter of the Company, responsibility of the Board is also set forth in the Regulation
of the Board of Directors.
The Board of Directors is an administrative body governing the Company’s activities,
except for the issues that fall under the scope of the Sole Shareholder competence and
Executive Board of the Company. Board resolutions shall be issued in accordance with the
Legislation, Charter and Company’s Corporate Governance Code as well as the internal
documents of the Company.
The Board of the Directors has no power to regulate the issues that fall under the
scope of the Executive Board competence as well as make decisions inconsistent with the
resolutions of the Sole Shareholder.
The Board of the Directors shall:
monitor and manage potential conflicts of interests on the level of corporate
executives, including irregular use of the Company’s property and abusive practice with
transactions, where there is an interest;
monitor the effectiveness of Corporate Governance practices and enhancing
Corporate Governance in the Company.
The Board members are responsible for the harm caused by their acts or omissions as
well as for the consequences of their decisions. If a Board member voted against the decision
or did not participate in the vote that entailed losses, he shall be released from the
responsibility. Chairman of the Board of Directors is responsible for an appropriate dialogue
with the Sole Shareholder.
Members of the Executive Board, except the Chief Executive Officer, cannot be
elected (assigned) to the Board of Directors. Chief Executive Officer cannot be elected
(assigned) as a Chairman of the Board.
Executive Board is a Collegial Executive Body managing operation of the Company,
making decisions on all the issues of the Company’s activities (that do not fall under the
competence of the Sole Shareholder and the Board of Directors) and is responsible before
the Sole Shareholder and the Board of Directors to the extent of assigned duties.
Executive Board shall ensure timely delivery to the Board of Directors information
about activities of the Company, including the confidential one.
Scope of the Executive Board competence is delineated by the Charter of the
Company.
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2. ACIVITY OF THE BOARD IN 2015
2.1. Contribution of the Independent Directors
As of the date of the present Report, Independent Directors Arman Anuarbekovich
Argyngazin and Zarina Fuatovna Arslanova completely comply with the criteria
provisioned by the Act of the Republic of Kazakhstan about Joint Stock Companies and
the Company’s Charter.
Based on the world practice the Independent Directors are supposed to contribute
into elaboration of the Company’s strategy, assessment of the Executive Board,
enhancement of internal control and the Company’s risk assessment. Therewith,
implementation of Corporate Governance by the Independent Directors into the Board
work as well as their recommendations to the operating Board Committees considerably
contributes to the activities of the Company and decision making by the Board of Directors.
Independent Directors of the Company are the members of all the Board
Committees of the Company, including:
1) the Board Nominations and Remuneration Committee of the Company chaired
by Arman Anuarbekovich Argyngazin;
2) the Board Audit Committee and Strategic Planning and Investments Committee
of the Company chaired by Zarina Fuatovna Arslanova.
2.2 Frequency of meetings and attendance by each director
In 2015 the number of meetings held by the Board was 14, including 2 meetings in
absentia (12 meetings in presentia/2 meetings in absentia).
Participation of the Board members in Tau-Ken Samruk JSC Board meetings
Бектемиров К.А. Турмагамбетов М.А. Арсланова З.Ф. Аргингазин А.А.
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Ряд2 92% 100% 100% 92%
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ATTENDANCE OF TAU-KEN SAMRUK JSC BOARD MEETINGS STATISTICS FOR 2015.
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2.3. Information about issues considered in 2015
Meeting of the Board of Directors are hold on the regular basis in accordance with
the Board annual working plan as well as when there is a need.
Generally, during 2015 the Board of Directors took decisions on 153 issues, among
them 1 issue had 1 "abstain" pursuant to Article 71 of Joint-Stock Companies Act and 1
issue had "con", voting on the remaining issues was unanimous. Issues considered during
the reporting period included budget review, investment projects, assessment of the
Executive Board members, Executive Board and Internal Audit Service reporting,
members alteration in the Committees and Executive Board of the Company.
Details of the most essential issues considered at the meetings of the Board during the
reporting year are provided below.
In February, the Board elected a Chairman and re-elected experts of the Committees,
appointed a Corporate Secretary and made amendments into the Plan of Development for
2015-2019.
In March, the Board of Directors approved Innovative and Technological Strategy
for 2014-2022, considered transactions, where Tau-Ken Samruk is an interested party, as
well as the report on investment program performance for 2014 and report on the Sole
Shareholder’s anticipations action plan performance for 2014.
In April, the Board pre-approved annual Financial Statement of Tau-Ken Samruk
JSC for 2014, reviewed the Annual Audit Plan of the Internal Audit Service for 2015 as
well as the Annual Report of the Board of Directors for 2014, approved the organizational
structure of Tau-Ken Samruk JSC, considered a number of quarterly reports. In addition,
in April the Board preliminarily approved the issue about 100% share in Severny Katpar
acquisition by Tau-Ken Samruk JSC, preliminarily approved the Annual Report of Tau-
Ken Samruk JSC for 2014, assessed the activities of the Board members in terms of
achieving key performance indicators in 2014, re-elected the Board members of Tau-Ken
Samruk JSC.
In May, the Board approved an independent geological exploration of gold-bearing
deposit at South Moiynty Project in Karaganda region as well as Business Plan and Select
Phase of Investment Memorandum, made amendments to the Charter of Tau-Ken Project
JV LLC, approved Risks Register and Risks Map for 2015 along with acquisition of 100%
share in Severny Katpar LLC.
In July, the Board approved the amendments to the Policy on outsourcing of audit
services, independent implementation of the 1-st stage of polymetallic ores mining and
processing at Alaigyr project in Karaganda region, transaction, in which Tau-Ken Samruk
is an interested party, independent implementation of geological exploration of gold at
Shokpar and Gagarinskoye investment project in Zhambyl region as well as Business plan
and Investment memorandum about Tau-Ken Samruk equity share offering (disposition).
Therewith, in July Internal Audit Service and its Head activity were assessed,
amendments were made in Tau-Ken Altyn LLC and Tau-Ken Temir LLC Charter, the
Report on Transparency and Efficiency of Information Disclosure by Tau-Ken Samruk
for the first six months of 2015 was considered.
In August, Tau-Ken Samruk Sustainability Plan for 2015-2019 was considered as it
pertains to the H1 of 2015, Tau-Ken Samruk Environmental Policy and Health and Safety
Policy were approved as amended, retaining capacity of Tau-Ken Samruk for 2015 was
approved, secession from Black iron ore exploration project on Zhaksylyk site in Akmola
13
region by means of alienation of 100% share of Tau-Ken Samruk participation in TKS-
Zhaksylyk LLC.
In September, decision was made to list (dispose) the authorized shares of Tau-Ken
Samruk, Sustainability Plan for 2015-2019 was amended, General Director of Severny
Katpar LLC was appointed and Charter of Severny Katpar LLC was approved as amended,
as well as the issue on approval of additional limit in Eurasian Bank JSC was considered.
In November, The Board of Directors approved Tau-Ken Samruk Sustainability
Plan for 2016-2020, considered the issued about designation of the audit company to audit
Tau-Ken Samruk consolidated and individual financial statements for 2016,2017,2018 as
well as the cost of its services, acquisition of silicon production complex in Karaganda
region, information about the Sole Shareholder expectations for 2015 was considered, Tau-
Ken Samruk Risks Register and Risks Map for 2016 was approved.
In December, decision was made to list (dispose) Tau-Ken Samruk authorized
shares, Action Plan of the Board of Directors 2016 as well as Tau-Ken Samruk Risk
Appetite for 2016 was approved, the Board of Directors considered Annual Audit Plan of
Tau-Ken Samruk Internal Audit Service for 2016.
Among the issues considered at the meetings of the Board of Directors, the following
documents were forwarded to consideration and approval by the Sole Shareholder as
related to the scope of his competence:
1. Tau-Ken Samruk Annual Report 2014 (resolution of Samruk-Kazyna JSC Board
dated 25.09.2015, protocol № 37/15.
2. Annual Financial Statement 2014 (Resolution of Samruk-Kazyna JSC Board
dated 26.07. 15, protocol №28/15.)
Further information about resolutions of the Board passed in 2015 is available at
www.tks.kz.
2.4. Information about performance of the Annual Action Plan of the Board of
Directors
Action Plan of the Board of Directors for 2015 was approved by the Board
resolution dated December 19, 2014, protocol № 13/14, in which 62 points were provided.
Therewith, Action Plan of the Board of the Directors was appropriately amended by the
Board resolution №08/15 dated August 27, 2015 due to approval of Corporate Governance
Code by Samruk-Kazyna NWF JSC (resolution of RK Government №239 dated April 15,
2015).
Amended Action Plan of the Board of Directors for 2015 included 56 points that
fall under the scope of its competence.
However, during the activity of the Company and the Board the following issues
were not considered:
1. The approval of Tau-Ken Samruk key risk indicators for 2015.
2. Key performance indicators for Internal Audit Service and its Head in 2016.
3. Mid-term program to improve Tau-Ken Samruk Corporate Governance system.
4. Realization of Tau-Ken Samruk Personnel Policy.
5. Key performance indicators for the activities of Tau-Ken Samruk Executive
Board members.
6. Tau-Ken Samruk Corporate Accounting Policy.
14
Consequently, for point 1 elaboration and approval of Key Risk Indicators are
provided in accordance with p.113 (IAS recommendation №5.1.1) of Action Plan on
Corporate Risks Management Enhancement (hereinafter – CRM Plan) for 2013-2015.
Nevertheless, in view of amendments and updating CRM Plan, new CRM Plan 2015-2017
was approved by the Board resolution dated 27.05.2015 (protocol №05/15) providing for
the Key Risks Indicators approval was postponed for March 2016.
As for point 2, Key Performance Indicators for Internal Audit Service and its Head
for 2016 were elaborated and submitted for approval in January 2016 (Protocol №01/16
dated 28.01.2016). This is due to the fact that Tau-Ken Samruk Risks Map and Risks
Register for 2016 were approved in the end of November 2015, and, consequently, risk-
oriented Annual Audit Plan 2016 (hereinafter - AAP) was elaborated and approved by the
Board in December, 2015 (protocol №14/15).
As for point 3, Mid-Term Program to improve Tau-Ken Samruk Corporate
Governance system for 2016-2018 (hereinafter – the Program) was approved by the
resolution of the Board dated December 24, 2015 (Protocol №94-15) and taken into
consideration in January, 2016 (Protocol №01/16 dated January 28, 2016). This is due to
the fact that Samruk-Kazyna JSC prolonged its presentation of Corporate Governance
Code Variance Analysis (Gap-analysis) results from August 2015 to 2-3 quarter of
2016.
As for point 4, in order to provide full reporting information on implementation of
Tau-Ken Samruk Personnel Policy after completion of the reporting period, the issue
thereof was included into the Action Plan of the Board for January 2016.
As for point 5, consideration of the issue about Key Performance Indicators for the
activities of Tau-Ken Samruk Executive Board members was included into the Action Plan
of the Board 2016. Therefore, the Board of Directors considered Draft of Key Performance
Indicators for the activities of Tau-Ken Samruk Executive Board members in January 2016
(Protocol №01/16 dated January 28, 2016).
As for point 6, consideration of Tau-Ken Samruk Corporate Accounting Policy was
included into the Action Plan of Tau-Ken Samruk Board 2016 (deadline of consideration
is May 26, 2016).
It should be noted that totally the Board of Directors considered 153 issues, out of
them 103 issues were over and above the plan.
2.5. Evaluation of the Board
The Company approved the Regulation on the Board Evaluation (protocol №3/11
dated 19.09.2011).
Thus, in 2015 based on implementation of new Code of Corporate Governance by
Samruk-Kazyna JSC (hereinafter – the Code) the Company was examined for current
compliance/non-compliance to the requirements of the new Code of Corporate
Governance, including performance of the Board and Executive Board. In April 2015, the
above Gap Analysis was considered within the meeting of the Board of the Directors.
According to the results of the analysis, the current operation practice of Tau-Ken Samruk
JSC 77% corresponds to the requirements of the Code. In order to upgrade its efficiency,
in 2015 the Company drew up a Mid-Term Program of Corporate Governance
Enhancement within Tau-Ken Samruk Group (hereinafter – the Program) approved by the
15
resolution of the Executive Board for 2016-2018 (Protocol №94-15 dated 24.12.15). The
above Program provides for amendments into Internal Documents of the Company
regarding activity and performance of the Board of Directors.
2.6. Information about Corporate Governance represented by the Board of
Directors
Main activities of the Board of the Directors for 2015 in the field of Corporate
Governance:
Consideration of the Report on Evaluation of the Effective Corporate Risks
Management.
Approval of the Action Plan 2015-2017 on Corporate Risks Management
Enhancement.
Quarterly consideration of Reports on the Action Plan 2015-2017 on Corporate
Risks Management Enhancement.
Consideration of the Gap Analysis based on the new Corporate Governance
Code.
Consideration of Tau-Ken Samruk Report on Corporate Governance Code
integrity for 2014.
Re-election of the Board Committees experts.
Approval of the Board Action Plan 2016.
Alongside with the above measures, in order to adhere to the transparency and
information disclosure principles, information about sustainability and activities of the
Company, statutory acts and information about members of the Board are available at the
corporate website www.tks.kz.
2.7. Information about Internal Control System
The Company approved a Regulation on Internal Control as amended (protocol
№05/14 dated 29.04.2014). The Regulation determines the concepts and targets of the
internal control, organization of internal control system and its functioning principles as
well as internal control procedures for the Company’s activities.
Based on recommendations of Internal Audit Service provided in 2015 as well as
for the purposes of internal control enhancement, in May 2015, the Company elaborated
and approved by the Board resolution an Action Plan on Internal Control Enhancement for
2015-2017 (hereinafter – the Plan). Based on the approved Plan, the Board of Directors
quarterly considered the Action Plan Reports on the Internal Control Enhancement for
2015-2017.
3.ACTIVITY OF THE BOARD AUDIT COMMITTEE IN 2015
3.1.Members of the Board Audit Committee
Pursuant to the Regulation on the Audit Committee approved by the Board
resolution dated 14.12.2010 (Protocol №10/10) with the amendments dated October 31,
2013 (protocol № 11/13), the Audit Committee shall consist of minimum two members,
16
including the Independent Director (-s). Chairperson of the Audit Committee shall be
elected out of the Independent Directors. According to the resolution of the Board №04/13 dated 25.04.2013 the Committee
consists of the following members:
Z.F. Arslanova – chairperson of the Audit Committee, an Independent Director;
A.A. Argyngazin – member of Audit Committee, an Independent Director.
Senior Expert of the Electric Power and Mining Assets Administration of Samruk-
Kazyna JSC Bauyrzhan Alpysbayevich Ainabekov was elected as an expert of the
Committee by resolution №07/14 dated May 28, 2014.
Power of B.A. Ainabekov was terminated by the Board resolution №01/15 dated
February 26, 2015, A.B. Sagadibekov was elected as an expert of the Audit Committee.
Thus, currently the Committee consists of the following members:
Z.F. Arslanova – chairperosn of the Audit Committee, an Independent Director;
A.A. Argyngazin – member of Audit Committee, an Independent Director;
A.B. Sagadibekov – Audit Committee expert.
3.2. The role of the Board Audit Committee
In accordance with the Regulations on the Board Audit Committee, the Committee
aims at assisting the Board of Directors on the matters of financial reporting, internal
control and risk management, external and internal audit, compliance, and other matters on
behalf of the Board of Directors.
Status, composition, functioning, powers and functions of the audit Committee, the
procedure for convening and holding of meetings, execution of decisions, as well as the
rights and responsibilities of members of the Committee are governed by Regulation on
the Audit Committee.
The Audit Committee reports to the Board of Directors of the Company and acts
within the authority granted by the Board of Directors of the Company.
3.3. Frequency of meetings and attendance by each director
In 2015, the Audit Committee held 10 meetings in presentia. The Audit Committee
had reviewed about 61 issues within its competence and provided appropriate
recommendations to the Board of Directors of the Company.
Personal participation of the Audit Committee members in the meetings during 2015
is as follows:
№ Date of the Audit Committee meeting A.A.Argyngazin Z.F.Arslanova A.B.Sagadibekov*
1. February 26, 2015
Was not an expert of the Committee
2. April 1, 2015
3. April 22, 2015 -
4. May 27, 2015 -
17
5. July 02, 2015 -
6. July 23, 2015 ₋
7. August 26, 2015 ₋
8. September 14, 2015
9. November 25, 2015 ₋
10. December 24, 2015 -
100% 100% 22%
*A.B.Sagadibekov was elected as a member of Audit Committee by the Board resolution dated February 26, 2015, №01/15
3.4. Information about issues considered in 2015
In 2015, the Audit Committee held 10 meetings in presentia. The Audit Committee
had reviewed about 61 issues.
During 2015, the Audit Committee made recommendations to the Board of
Directors of the Company, including on the following issues:
1. Consideration and approval of the Report on the implementation of the Action
Plan 2014-2015 for enhancement of Tau-Ken Samruk internal control system
based on the results of 2014.
2. Consideration and approval of the Report on the implementation of the Action
Plan 2013-2015 for the enhancement of the Corporate Risks Management
System based on the results of 2014.
3. Preliminary approval of Tau-Ken Samruk Risks Report for the 4th quarter of
2014.
4. Preliminary approval of the additional limit in Capital Bank Kazakhstan JSC.
5. Consideration of the Report on Evaluation of Corporate Risks Management
System.
6. Consideration of the Report on the Internal Audit Service activity for 2014.
7. Consideration of the Report on the Board Audit Committee activity for 2014.
8. Approval of the annual separate and consolidated financial statement of Tau-
Ken Samruk JSC for 2014.
9. Preliminary evaluation of the Internal Audit Service and its Head activity for
2014.
10. Consideration of the Annual Audit Plan of Tau-Ken Samruk Internal Audit
Service for 2015.
11. Consideration of the Key Performance Indicators for Tau-Ken Samruk Internal
Audit Service and its Head for 2015.
12. Preliminary approval of Tau-Ken Samruk Risks Report for the 4th quarter of
2014.
13. Consideration and approval of the Report on implementation of the Action Plan
2014-2015 for enhancement of Tau-Ken Samruk internal control for the 1st
quarter of 2015.
14. Preliminary approval of additional limits in the agency banks.
18
15. Consideration of the letter about the results of consolidated financial statement
2014 within the meeting with the external auditor addressed to Tau-Ken Samruk
Management.
16. Consideration of the Report on Security of tau-Ken Samruk Informational for
2014.
17. Consideration of the Report regarding analysis of the hotline call dated
19.02.2015.
18. Preliminary approval of the additional limit in Bank of Astana JSC.
19. Consideration and approval of the Report on the implementation of the Action
Plan 2013-2015 for the Corporate Risk Management enhancement, for the 1st
quarter of 2015.
20. Some issues on the personnel of Tau-Ken Samruk Internal Audit Service.
21. Consideration of the Gap Analysis on the new Corporate Governance Code.
22. Consideration of the Report on the Internal Audit Service activity for the 1st
quarter of 2015.
23. Consideration of Job Description for the employees of the Internal Audit
Service.
24. Consideration of the Individual Development Plans for the Internal Audit
Service employees.
25. Consideration and approval of the Draft Action Plan 2015-2017 on Corporate
Risk Management enhancement.
26. Consideration and approval of the Draft Action Plan 2015-2017 on the Internal
Control enhancement.
27. Preliminary approval of Risks Report for the 1st quarter of 2015.
28. Preliminary approval of Risk Register and Risk Map 2015.
29. Consideration of candidacy for the vacant position of the Head of the Internal
Audit Service.
30. Consideration of the amended Policy on outsourcing of the audit services.
31. Preliminary approval of the additional limits for the banks-counterparties.
32. Consideration of the Audit Report on Analysis and Evaluation of Alaigyr
Investment Project in Karaganda Region. Evaluation of internal control and risks
management efficiency during implementation of the investment project.
33. Consideration of the Report on Internal Audit Service activity for the 2nd quarter
of 2015.
34. Preliminary evaluation of Internal Audit Service and its Head activity as well as
the issue about bonus awarding to IAS based on their performance in the 2nd
quarter of 2015.
35. Consideration and approval of the Report on the implementation of the Action
Plan 2015-2017 for Corporate Risk Management enhancement for the 2nd quarter
of 2015.
36. Preliminary approval of Risks Report for the 2nd quarter of 2015.
37. Preliminary approval of Tau-Ken Samruk’s retaining capacity for 2015.
38. Consideration and approval of the Report on the Action Plan 2015-2017 for the
Internal Control enhancement for the 2nd quarter of 2015.
39. Consideration and approval of the Draft Action Plan on the Critical (Key) Risks
Management for H2 of 2015.
19
40. Consideration of candidates for the vacant position of the Head of the Internal
Audit Service.
41. Consideration of the Annual Audit Plan 2015 of the Internal Audit Service with
due regard to amendments.
42. Consideration of the Report of handling the application submitted by EMH
Consulting and trading, Mannheim, Germany on 01.07.2015.
43. Preliminary approval of the changed additional limit Eurasian Bank JSC.
44. Consideration of the Report on Internal Audit Service activity for the 3rd quarter
of 2015.
45. Preliminary evaluation of the Internal Audit Service and its Head activity, as
well as the issue about bonus awarding to IAS based on their performance for
the 3rd quarter of 2015.
46. Consideration of Guarantee and Enhancement Program for Tau-Ken Samruk
Internal Audit Service.
47. Consideration of the Report of handling the application submitted by EMH
Consulting and trading, Mannheim, Germany on 01.07.2015.
48. Consideration and approval of the Report on the Action Plan 2015-2017 for the
Internal Control enhancement for the 3rd quarter of 2015.
49. Consideration and approval of the Report on the implementation of the Action
Plan 2015-2017 for Corporate Risk Management enhancement for the 3rd quarter
of 2015.
50. Preliminary approval of Risks Report for the 3rd quarter of 2015.
51. Approval of Tau-Ken Samruk Mining Company JSC Rules on Risks
Management (Corporate standard) amended.
52. Approval of Tau-Ken Samruk Mining Company JSC Draft Rules on Investment
Risk Evaluation and Management.
53. Preliminary approval of Tau-Ken Samruk Risk Register and Risk Map 2016.
54. Overview of separate interim and consolidated financial statement for H1 of
2015 during the meeting with the external audit.
55. Designation of the audit company to audit consolidated and separate financial
statement of Tau-Ken Samruk for 2016, 2017, 2018 as well as the amount of
audit costs.
56. Approval of the changed additional limits in the banks-counterparties.
57. Consideration of the Report on the Internal Audit Service activity for the 3rd
quarter of 2015.
58. Preliminary approval of the Internal Audit Service and its Head activity for the
3rd quarter of 2015.
59. Approval of Tau-Ken Samruk Risk Appetite for 2016.
60. Approval of the Work Plan of Tau-Ken Samruk Board for 2016.
61. Consideration of the Annual Audit Plan 2016 of Tau-Ken Samruk Internal Audit
Service.
4. ACTIVITY OF THE BOARD NOMINATION AND REMUNERATIONS
COMMITTEE for 2015
4.1. Members of the Board Nominations and Remuneration Committee
20
The Company’s Board Nominations Committee and Remuneration Committee were
united into The Nominations and Remuneration Committee by the Board resolution dated
20.07.2011 (protocol №2/11).
In accordance with points 11 - 15 of the Regulations on the Board Nominations and
Remuneration Committee approved by the Board resolution dated April 11, 2012 (protocol
No. 6/12) with the amendments dated 28.03.13 (protocol No.03/13), the Committee shall
consist of at least three Directors, no less than two thirds of whom must be Independent
Directors. Committee members shall be elected by the majority votes of the Board
members. Chairman of the Board cannot be a member of the Committee. If necessary, the
Committee may include experts with the necessary professional knowledge to work in the
Committee. The terms of Committee members coincide with their terms of office as
Directors, but may be reviewed annually by the Board of Directors. The Committee
Chairman is elected by the Board of Directors from among Independent Directors.
In accordance with the decision of the Board of Directors of the Company No. 11/14
dated November 4, 2014, the Nominations and Remuneration Committee of Tau-Ken
Samruk Board consists of:
1) Arman Anuarbekovich Argyngazin – Independent Director, Chairman of the
Board Nominations and Remuneration Committee;
2) Zarina Fuatovna Arslanova – Independent Director, member of the Board
Nominations and Remuneration Committee;
3) Bauyrzhan Alpysbayevich Ainabekov – Senior Expert of the Mining and Electric
Power Assets of Samruk-Kazyna JSC, Expert of the Board Nominations and Remuneration
Committee.
Power of B.A. Ainabekov was terminated by the Board resolution №01/15 dated
February 26, 2015, A.B. Sagadibekov was elected as an expert of the Board Nominations
and Remuneration Committee.
Thus, currently the Committee consists of:
1) Arman Anuarbekovich Argyngazin – Independent Director, Chairman of the
Board Nominations and Remuneration Committee;
2) Zarina Fuatovna Arslanova – Independent Director, member of the Board
Nominations and Remuneration Committee;
3) Almaz Boranbaiuly Sagadibekov – Senior Expert of the Mining and Electric
Power Assets of Samruk-Kazyna JSC, Committee Expert.
4.2.The role of the Nominations and Remuneration Committee
The Committee is an Advisory body of the Company's Board of Directors on the
matters relating to personnel and motivation policy, appointments and remunerations
falling under the competence of the Board of Directors of the Company as well as control
over execution of such decisions taken by the Board of Directors of the Company.
The Committee was established to review and make recommendations to the
Board of Directors in terms of involving qualified management of the Company, including
the Board of Directors, Management Board and other positions in the Company that fall
under the scope of the Board of Directors competence as well as remunerations to the
members of the Board of Directors, Board members, and other employees of the Company
appointed by the Board of Directors of the Company.
Status, composition, schedule, competence and functions of the Committee, the
procedure for convening and holding of meetings, execution of decisions, as well as the
21
rights and responsibilities of the Committee members are determined in the Regulation on
the Board Nominations and Remuneration Committee.
4.3.Frequency of meetings and attendance by each director
Meetings of the Committee during the reporting period were held in a full body.
During the reporting period, the Board Nominations and Remuneration Committee held 8
meetings, where 24 issues were considered and recommendations on them were
provided.
Personal participation of the Board Nominations and Remuneration Committee
members in 2015 is as follows:
№ Date of the Audit Committee meeting A.A.Argyngazin Z.F.Arslanova A.B.Sagadibekov*
1.
February 26, 2015
Was not an expert of the Committee
2. April 01, 2015
3. April 22, 2015 -
4. July 02, 2015 ₋
5. July 23, 2015
₋
6. August 26, 2015 ₋
7. November 25, 2015 ₋
8. December 24, 2015 ₋
100% 100% 14%
*A.B.Sagadibekov was elected as a member of Audit Committee by the Board resolution dated February 26, 2015, №01/15
4.4. Information about the issues considered in 2015
The Board Nominations and Remuneration Committee considered 24 issues and
gave recommendations on them, including:
1. Consideration of the Report on the Personnel Policy 2014-2022 implementation for
2014.
2. Appointment of the Corporate Secretary of Tau-Ken Samruk.
3. Consideration of the Activity Report of Tau-Ken Samruk Corporate Secretary for
2014.
4. Consideration of the Activity Report of the Board Nominations and Remuneration
Committee for 2014.
5. Approval of eligibility criteria for the position of Tau-Ken Samruk Chief Executive
Officer.
22
6. Consideration of M.A.Turmagambetov candidacy for the position of Tau-Ken
Samruk CEO.
7. Consideration of the Report about Corporate Secretary activity for the 1 quarter of
2015.
8. Re-election of Tau-Ken Samruk Executive Board members.
9. Executive Board members activity evaluation for 2014 based on performance.
10. Tau-Ken Samruk Managing Directors – Executive Board members activity
evaluation based on their performance in 2014.
11. Candidacy consideration for the vacant position of the Head of the Internal Audit
Service.
12. Consideration of the Report about Tau-Ken Samruk Corporate Secretary activity for
the 2nd quarter of 2015.
13. Preliminary evaluation of Tau-Ken Samruk Internal Audit Service and its Head
activity as well as consideration of the issue on bonus awarding to IAS employees
based on their performance in the 2nd quarter 2015.
14. Consideration of the Regulation on Remuneration, Bonus Awarding and Social
Payments to the Corporate Secretary of Tau-Ken Samruk.
15. Tau-Ken Samruk Executive Board members’ activity evaluation based on their
performance in H1 of 2015.
16. Approval of the Key Performance Indicators 2015 as amended for Tau-Ken Samruk
Executive Board.
17. Consideration of the candidacy for the vacant position of the Head of Tau-Ken
Samruk Internal Audit Service.
18. Preliminary evaluation of Tau-Ken Samruk Internal Audit Service and its Head
activity as well as consideration of the proposal about bonus awarding to IAS based
on their performance in the 3rd quarter of 2015.
19. Tau-Ken Samruk Executive Board members’ activity evaluation based on their
performance for the 9-month period of 2015.
20. Consideration of the Report about Tau-Ken Samruk Corporate Secretary activity for
the 3rd quarter of 2015. 21. Preliminary evaluation of Tau-Ken Samruk Internal Audit Service and its Head
activity for the 3rd quarter of 2015.
22. Approval of Tau-Ken Samruk Mining Company JSC Board Nominations and
Remuneration Committee Work Plan for 2016.
23. Рассмотрение Отчета о деятельности Корпоративного секретаря АО «Тау-Кен
Самрук» за 4 квартал 2015 года.
24. О вынесении на рассмотрение членов Совета директоров АО «Тау-Кен
Самрук» вопроса «Об утверждении оценок должностей (грейдов) членов
Правления АО «Тау-Кен Самрук».
5. ACTIVITY OF THE BOARD STRATEGIC PLANNING AND INVESTMENTS
COMMITTEE for 2015
5.1. Members of Strategic Planning and Investments Committee
Pursuant to point 63 sub-point 10) of the Company’s Charter approved by the Sole
Shareholder resolution dated January 29, 2013 (protocol №03/13), formation of the Board
23
Committees, approval of regulations on their activity as well as election of the Board
Committees members fall under the scope of the Company’s Board sole competence.
Pursuant to paragraph 7 of the Regulation on the Board Strategic Planning and
Investments Committee approved by the Board resolution dated 16.07.2014г (protocol
№09/14), members of the Committee shall be elected from among the Board members of
Tau-Ken Samruk. Committee members shall be elected by the majority votes of the Board
members. Chairman of the Board cannot be a member of the Committee. If necessary, the
Committee may include experts with the necessary professional knowledge to work in the
Committee. The terms of Committee members coincide with their terms of office as
Directors, but may be reviewed annually by the Board of Directors. The Committee
Chairman is elected by the Board of Directors from among the Independent Directors.
In accordance with the decision of the Board of Directors of the Company dated
May 28, 2014 (Protocol №07/14), November 4, 2014 (Protocol №11/14), February 26,
2015 (Protocol №01/15) the Committee consists of:
1) Zarina Fuatovna Arslanova – Independent Director, Chairperson of the Board
Strategic Planning and Investments Committee;
2) Аргингазин Арман Ануарбекович – Independent Director, Member of the
Board Strategic Planning and Investments Committee;
3) Alexey Yuryevich Repin – Deputy General Director on Samruk-Kazyna JSC
Assets Management, Committee Expert.
5.2. The role of the Strategic Planning and Investments Committee
The Committee is an Advisory body of the Board of Directors of the Company,
which is established for the purpose to develop and submit to the Board of Directors
recommendations on the issues relating to the strategic development of the Company,
including strategic goals and objectives of the Company as well as the implementation of
investment activities and other matters within the competence of the Committee.
Status, composition, schedule, competence and functions of the Committee, the
procedure for convening and holding of meetings, execution of decisions as well as the
rights and responsibilities of the Committee members are determined by the Regulations
on the Strategic Planning and Investments Committee
5.3. Frequency of meetings and attendance by each director
During the reporting period, the Strategic Planning and Investments Committee held
10 meetings in presentia, where 31 issues were considered and recommendations on them
were given.
Personal participation of the members of the Committee in the meetings held during
the reporting period is as follows:
№ Date of the Audit Committee meeting A.A.Argyngazin Z.F.Arslanova A.B.Sagadibekov*
1.
February 26, 2015
Was not an Expert of the Committee
24
2. April 1, 2015
3. April 22, 2015
4. May 27, 2015 -
5. July 02, 2015 -
6. July 23, 2015
7. August 27, 2015 -
8. September 14, 2015 -
9. November 11, 2015 -
10. December 24, 2015 -
100% 100% 33%
5.4. Information about the issues considered in 2015
During 2015 the Committee gave recommendations to the Board on the following
issues:
Early termination of the Contract on exploration of titanium-magnetite ores at
Zapadny Sayak Deposit dated 31.07.2012, №4132-ТПИ.
Assignment of rights for subsoil use under the contract on exploration of gold ore
at Progress deposit in Karaganda region of the Republic of Kazakhstan to the
Charter Capital of Tau-Ken Progress LLC.
Consideration of the Draft Innovational and Technological Strategy of Tau-Ken
Samruk 2014-2022.
Consideration of the Report on Tau-Ken Samruk Strategic Planning and
Investments Committee activities for 2014.
Approval of withdrawal from the project Exploration of non-ferrous metals (except
for bauxite) in Kostanay region by alienation of subsoil use rights.
Consideration of the Report on Implementation of Tau-Ken Samruk Investment
Program for 12 months of 2014.
Consideration of the Road Map 2015-2016 to the implementation of Tau-Ken
Samruk Mining Company Sustainability Strategy 2013-2022.
Acquisition of 100% share of interest in Severny Katpar LLC by Tau-Ken Samruk
JSC.
Approval of an independent implementation of Gold Geological Exploration Project
at Progress Deposit in Karaganda Region and financing related costs, and approval
25
of the Business plan and Investment Memorandum on the Selection Stage of the
project.
Consideration of the Report on the Implementation of Tau-Ken Samruk National
Mining Company Sustainability Strategy for 2014.
Consideration of the Report on Implementation of Tau-Ken Samruk Investment
Program for the 1st quarter of 2015.
Acquisition of 100% share of participation in Severny Katpar by Tau-Ken Samruk
JSC.
Approval of an independent implementation of Gold Ore Exploration Project in
South Mountainski Deposit in Karaganda Region and financing related costs, as
well as approval of the Business plan and Investment Memorandum on the Select
Stage for this project.
Approval of the Business Plan for Copper, Lead, Barite Exploration Project in
Tuyuk-Temirlik deposit in Almaty region.
Approval of the independent implementation of the 1st stage of Mining and
Processing Polymetallic Ore Project at Alaigyr deposit in Karaganda region.
Approval of an independent implementation of Gold Exploration Investment
Project at Shokpar and Gagarinskoye deposit in Zhambyl region as well as approval
of the Business Plan and Investment Memorandum for this project.
Approval of additional financing of exploration and evaluation stage of Copper,
Lead, Barite Exploration Project at Tuyuk-Temirlik deposit in Almaty region.
Independent implementation of Severny Katpar project and financing costs of the
preparatory period.
Withdrawal from further implementation of Titanium-Magnetite Ores Exploration
Project at Zapadny Sayak deposit in Karaganda region.
Approval of withdrawal from Exploration and Extraction of Gold, Copper at
Eshkeolmes deposit in Akmola region by alienation of 50% share of interest in Tau
Gold Copper JSC owned by Tau-Ken Samruk.
Approval of withdrawal from Exploration of Manganese Ore at Zhaksylyk in
Akmolinskaya region by alienation of 100% share of interest in TKS-Zhaksylyk
LLC owned by Tau-Ken Samruk JSC.
Consideration of the Report on Implementation of Construction of Refinery in
Astana city for 2014.
Consideration of the Report on Implementation of tau-Ken Samruk Investment
Program for H1 of 2015.
Waiving the implementation of certain gold and copper projects in Zhambyl and
Karaganda regions.
Monitoring of Construction of the Refinery in Astana city for 2014.
Approval of the investment project and the investment proposal – Acquisition of a
Property Complex on Silicon Production in Karaganda region.
Consideration of the Report on Implementation of Tau-Ken Samruk Investment
Program for the 9-month period of 2015.
Approval of the Board Strategic Planning and Investments Committee Work Plan
for 2016.
Declaration of Tau-Ken Samruk Investment Policy null and void.
26
CONCLUSION
Thus, in 2015 the Board of Directors fully achieved targets and objectives as well
as fulfilled its functional responsibilities provisioned in the Code of the Corporate
Governance of the Company, Regulation on the Company’s Board, and the Work Plan of
the Board of Directors for 2015.
The Board of Directors is expressing its gratitude to the Management and Staff of
Samruk-Kazyna NWF JSC as well as to the Executive Board and Staff of Tau-Ken
Sammruk JSC, Head of Internal Audit Service, Corporate Secretary and Personnel of
Corporate Secretary Service for the high level of interrelation with the Company’s Board
of Directors.
Chairman of the Board is expressing his gratitude to the Board members for their
contribution and assistance in organization of work of the Board.