G-COMPONENT.MANAGEMENT ASPECT
In the present-day economy, corporate governance is one of the important factors that determine not only the level of development of an organization, but also the degree of investment attractiveness.
The corporate governance system includes the work of the Sole Shareholder, Board of Directors, Management Board, Corporate Secretary, Internal Audit Service and Compliance Controller. Such a system refers to internal means of support, which determines the mechanisms for setting goals, means of achieving them and controlling them.
Corporate governance optimizes the processes of risk management and management control, increases transparency, and allows for compliance with the procedures for considering issues and making decisions.
There is a clear delineation of powers and responsibilities between the Board of Directors, the Management Board, officials and employees. The competencies, powers, and responsibilities of the bodies are determined by the Articles of Association, Regulations on the Board of Directors and the Management Board.
The Company traditionally assigns a key role to the creation of an effective corporate governance system, based on the best global practices. The Company considers compliance with the basic principles of the Corporate Governance Code to be a necessary condition for the longterm successful development of the Company and increasing its investment attractiveness.
The principles formulated in the Corporate Governance Code are a significant source for the Company for developing its own internal documents and a guideline for developing the best corporate governance practices. The Company strives to ensure that the corporate governance structure complies with the legislation of the Republic of Kazakhstan and the Corporate Governance Code of Samruk - Kazyna JSC and clearly defines the division of responsibilities between governing bodies. Following the principles of corporate governance contributes to the creation of an effective approach for conducting an objective analysis of the Company’s activities. Corporate governance is built on the principles of fairness, honesty, responsibility, openness, accountability, transparency, professionalism and competence.
An effective corporate governance structure involves respect for the rights and interests of all stakeholders, contributes to the successful activities of the Company, including the growth of its value and market value, maintaining financial stability and profitability. The Company is constantly taking measures to improve the corporate governance system. The Report on compliance with the principles of the Corporate Governance Code of Samruk - Kazyna JSC can be found on the Company’s website: https://skcn.kz/ru/news/otchet-o-sledovanii-principam.
The general management of the Company’s activities is carried out by the Board of Directors, with the exception of resolving issues referred to the exclusive competence of the Sole Shareholder.
The Chairman of the Board of Directors is elected by resolution of the Sole Shareholder. The process of searching and selecting candidates for the Board of Directors is carried out by the Fund together with the Chairman of the Board of Directors and the Chairman of the Nomination and Remuneration Committee of the Board of Directors of the Company.
The exclusive competence of the Board of Directors includes determining priority areas and approving the Company’s Development Strategy, Business Plan, ensuring the effective operation of the risk management system, monitoring the financial and economic activities of the Company, etc.
The practice of the Board of Directors is based on the principles of reasonableness, efficiency, activity, integrity, honesty, responsibility, accuracy, professionalism, prudence, objectivity, and regularity.
The Chairman of the Board of Directors is responsible for the management and effective performance of duties of members of the Board of Directors and for establishing proper communication and interaction. He/She considers emerging corporate conflicts to minimize their negative impact. Creates conditions for members of the Board of Directors, and also ensures an appropriate balance of authority, accountability and independence of decisionmaking. Ensures the implementation of decisions made by the Board of Directors. The Chairman has experience in successful management, enjoys respect and confidence among members of the Board of Directors and other stakeholders.
AND PARTICIPATION IN MEETINGS
| № | Name | Position | Election to the Board of Directors | Re-election to the Board of Directors |
|---|---|---|---|---|
| 1. | Saltanat Satzhan |
Chairwoman of the Board of Directors, representative of interests of Samruk - Kazyna JSC |
27 July 2023 | 6 March 2024 |
| 2. | Yelzhas Korabayev |
Member of the Board of Directors, representative of interests of Samruk - Kazyna JSC |
18 February 2022 | 6 March 2024 |
| 3. | Maulen Aimanbetov |
Member of the Board of Directors, Chairman of the Management Board of Samruk-Kazyna Construction JSC |
5 May 2023 | 6 March 2024 |
| 4. | Saya Mynsharipova I | Independent director | 20 April 2023 | 6 March 2024 |
| 5. | Yerzhan Kydyrbayev | Independent director | 12 May 2023 | 6 March 2024 |
| 6. | Alexandr Milyutin | Independent director | 19 May 2023 | 6 March 2024 |
In the year under review, the following changes occurred in the composition of the Board of Directors:
- by resolution of the Management Board of SamrukKazyna JSC No. 20/23 dated 20 April 2023, the independent director S. Mynsharipova was elected as a member of the Board of Directors and re-elected on 6 March 2024, term of office – until 6 March 2027 (until expiration powers of the Board of Directors as a whole as determined by resolution of the Management Board of Samruk-Kazyna JSC dated 06.03.2024, Minutes No. 13/24);
- by resolution of the Management Board of SamrukKazyna JSC No. 22/23 dated 5 May 2023, the Chairman of the Management Board of the Company M. Aimanbetov was elected as a member of the Board of Directors and reelected on 6 March 2023, term of office – until 6 March 2027 (until expiration of powers of the Board of Directors as a whole as determined by resolution of the Management Board of Samruk-Kazyna JSC dated 06.03.2024, Minutes No. 13/24);
- by resolution of the Management Board of SamrukKazyna JSC No. 23/23 dated 12 May 2023, the independent director Y. Kydyrbayev was elected as a member of the Board of Directors and reelected on 6 March 2024, term of office – until 6 March 2027 (until expiration of powers of the Board of Directors as a whole as determined by resolution of the Management Board of Samruk-Kazyna JSC dated 06.03.2024, Minutes No. 13/24);
- by resolution of the Management Board of SamrukKazyna JSC No. 24/23 dated 19 May 2023, the independent director A. Milyutin was elected as a member of the Board of Directors and reelected on 6 March 2024, term of office – until 6 March 2027 (until expiration of powers of the Board of Directors as a whole as determined by resolution of the Management Board of Samruk-Kazyna JSC dated 06.03.2024, Minutes No. 13/24);
- by resolution of the Management Board of SamrukKazyna JSC No. 37/23 dated 27 July 2023, Saltanat Satzhan was elected as the Chairman of the Board of Directors, representative of the interests of SamrukKazyna JSC, and re-elected on 6 March 2024, term of office – until 6 March 2027 (until expiration of powers of the Board of Directors as a whole as determined by resolution of the Management Board of Samruk-Kazyna JSC dated 06.03.2024, Minutes No. 13/24).
The Board of Directors of the Company consists of 6 members, including 3 independent directors and 2 representatives of the Fund’s interests.
In order to create a more diverse gender composition of the Board of Directors, S. Satzhan and S. Mynsharipova were appointed to the Board of Directors in 2023, which increased the proportion of women to the recommended value of at least 30 %.
Information about the full composition of the Board
of Directors of Samruk-Kazyna Construction JSC can be
found on the Company’s website:
https://skcn.kz/ru/news/sostav.
