“Samruk-Energy” JSC | Integrated annual report
Corporate governance

The management board

The Company’s day-to-day operations are managed by a collegiate body in the form of a Management Board headed by the Chairman of the Board. The activities of the Board are aimed at observance of shareholders’ interests to the greatest possible extent, as well as fulfilling objectives of the Company and implementing its strategy.

The organization of work of the Company’s Board, the procedure for convening and holding its meetings, the procedure for making decisions is determined by the Regulations on the Management Board approved by the Board of Directors on March 20, 2015.

The main principles of the Board are: honesty, conscientiousness, reasonableness, discretion, regularity.

The Board holds regular in present meetings.

In 2016, as part of transition to the new organizational structure of “Samruk-Energy” JSC and in accordance with requirements for improving management efficiency, distribution of strategic objectives, business processes, duties and responsibilities stipulated by the new organizational structure of the Company, the new qualification requirements for jobs of the Company’s Board members were developed.

Candidates for the positions of the Chairman of the Board and Board members should have the experience, knowledge, skills and business reputation necessary for the proper performance of responsibilities assigned to them.

The qualification requirements developed for jobs of the Board members contribute to a more prompt and quality selection of management staff, succession planning, professionalism in making managerial decisions and improving the level of corporate governance.

The number of the Company’s Board was determined in the amount of six members by the resolution of the Company’s Board of Directors dated February 26, 2016.

 

Satkaliyev Almassadam Maidanovich

Chairman of the Board of the Company, Member of the Board of Directors

Doctor of Economic Sciences. Honored Power Engineer of the CIS

Born on October 31, 1970

Citizenship: the Republic of Kazakhstan

Employment history of Satkaliyev Almassadam Maidanovich:

  • In 1992 – Graduated from Kazakh State University named after al-Farabi, mechanical engineer, applied mathematician.
  • In 2013 – Graduated from International Institute of State service and management of the Russian Presidential Academy of National economy and public administration, Master of Economics.
  • In 2014 – graduated from Nazarbayev University Graduate Business School under Executive MBA program.
  • In 2016 – graduated from Stanford University’s Graduate School of Business under Stanford Executive Program (Stanford program for executive staff).
  • From August 1992 – Director of   “TaSSaT” LTD.
  • From September 1997 – manager, Head of clearing department at NOTC “KazTransOil” JSC.
  • From August 1998 – Vice President for economy, Managing Director of a Representative Office in Astana city, Head of Project Management Department at NOTC  “KazTransOil” JSC.
  • From March 2001 – Chief Financial Officer, Vice-President for economy at “Kazakhstan Electricity Grid Operating Company” JSC.
  • From November 2003 – First Vice-President of Kazakhstan Electricity Grid Operating Company “KEGOC” JSC.
  • From May  2006 – Director – head of the group on  “KEGOC” JSC at “Kazakhstan Holding for Management of State Assets “Samruk” JSC.
  • From December 2006 – Director for power assets management at “Kazakhstan Holding for Management of State Assets “Samruk” JSC.
  • From January 2007 – Deputy Minister of Energy and Mineral Resources of the Republic of Kazakhstan.
  • From September 2007 – President, from October 2008 – First-Vice President of “KEGOC” JSC.
  • From December 2009 – Chairman of the Board of “KEGOC” JSC.
  • From May 2011 – Managing director of “Samruk-Kazyna” Sovereign Wealth Fund” JSC.
  • From January 2012 – Chairman of the Board of the Company.

 

Maxutov Kairat Berikovich

Managing Director for economy and finance, Board member

Born on May 16, 1970

Citizenship: the Republic of Kazakhstan

Employment history of Maxutov Kairat Berikovich:

  • In 1991 he graduated from Karaganda cooperative institute of Kazpotrebsoyuz, economist-auditor.
  • 1991–1992 – Inspector of accounting and control office of Karaganda Regional Consumer Union.
  • 1992–1997 – Leading specialist on investments and innovations, head of international payments and foreign exchange operations department, deputy director of Karaganda branch of “Igilik Bank” AKB.
  • 1997–1999 – Zhayrem-Atasuyskaya Special Economic Zone, Deputy Chairman of the Administrative Council of FEZ, Deputy Mayor of Karazhal city.
  • 1999–2004 – Deputy Director, Director of Karaganda branch of “Alfa-Bank” SB JSC.
  • 2004–2009 – Vice President for Economics and Finance of Mining and industrial holding company “Gefest”.
  • 2009–2012 – Deputy Chairman of the Board on Finance and Economics of the Company.
  • 2012-2013 – Managing Director, Managing Director for corporate governance of the Company
  • 2013-2016 – Deputy Chairman of the Board of the Company
  • From March 2016 – Managing Director for economy and finance of the Company.

 

Moldabayev Kanysh Tanirbergenovich

Managing Director for strategy and sales, Board member

Born on October 23, 1963

Citizenship: the Republic of Kazakhstan

 Employment history of Moldabayev Kanysh Tanirbergenovich:

  • In 1987  graduated from Pavlodar Industrial Institute, electrical engineer.
  • In 2002  graduated from the Karaganda State Technical University, major – economist- lawyer.
  • In 2004  graduated from the Academy of Public Administration under the President of the Republic of Kazakhstan, public service manager.
  • From 2016 to present – studying the “Doctorate of Business Administration” program of Russian Academy of National Economy and Public Service under the President of the RF.
  • 1987–1997 – Electrical fitter, master, switchboard operator, chief engineer, Bayanaul district of ​​power networks.
  • 1997–1999 – President of the joint-stock company, Bayanaul district of power networks.
  • 1999–2004 – Deputy District Akim, Akimat of Bayanaul area of ​​Pavlodar region.
  • 2004–2007 – Head of Administration for power industry, Ministry of Energy and Mineral Resources.
  • 2007–2009 – Director of  “Northern MPN” Branch, “KEGOC” JSC.
  • 2009–2011 – Director of NPN Development department, “KEGOC” JSC.
  • 2011–2012 – Director for industrial assets management of “Sovereign Wealth Fund “Samruk-Kazyna” JSC.
  • March 2012 – November 2012 – Director of Department for Innovation and technologic policy and development of the Company.
  • 2012–2014 – Managing Director for Development.
  • 2014–2015 – Deputy Chairman of the Board.
  • 2015–2016 – First Deputy Chairman of the Board of  the Company.
  • From March 2016 – Managing director for strategy and sales of the Company.

 

Ogay Alexey Vladimirovich

Managing Director for Business Transformation, Board member

Born on December 1, 1970

Citizenship: the Republic of Kazakhstan

Employment history of Ogay Alexey Vladimirovich:

  • In 1995 graduated from Almaty Power Engineering Institute, electrical engineer.
  • 1995–1998 – Research fellow at “Laboratory for study of Kazakhstan FEC issues” LLP.
  • 1998–2002 – specialist, leading specialist, chief specialist of Economics Department at “KEGOC” JSC.
  • 2002–2006 – Head of economic analysis section of Planning and economic analysis department at “KEGOC” JSC.
  • June 2006 – December 2006 – Chief expert, “KEGOC” JSC group, “Samruk” holding company” JSC.
  • 2006–2008 – Chief expert, Power assets management Group of “Samruk” holding company” JSC.
  • September 2008 – November 2008 – Deputy Director for power assets management of “Samruk” holding company” JSC.
  • 2008–2011 – Chief expert of office of electric power assets at “Sovereign Wealth Fund “Samruk-Kazyna” JSC.
  • 2011–2014 – Director on electric power assets management at “Sovereign Wealth Fund “Samruk-Kazyna” JSC.
  • 2014–2015 – Deputy Chief Director on assets management at “Sovereign Wealth Fund “Samruk-Kazyna” JSC.
  • 2015–2016 – Deputy Chairman of the Board of the Company.
  • From March 2016 – Managing director for business transformation of the Company.

 

Abdygulov Murat Kenesovich

Managing Director for procurement, Board member

Born on February 11, 1980.

Citizenship: the Republic of Kazakhstan

Employment history of Abdygulov Murat Kenesovich:

  • In 2001 – he graduated from al-Farabi Kazakh National University, major in law.
  • In 2003 – he graduated from al-Farabi Kazakh National University with obtaining a master’s degree in Law.
  • 2001–2002 – Chief specialist of Almaty city’s Zhetysu  district court.
  • From January 2003 – assistant to the  deputy of the Senate of  Parliament of the Republic of Kazakhstan  Legislation and Law Reform Committee.
  • 2004–2005 – Assistant to the First Vice-Minister of Justice.
  • 2005–2006 – Director of Legal Department at  “KazPetroil” LLP.
  • 2006–2007 – Chief contract specialist at “Kazakhstankaspi-shelf” JSC.
  • 2007–2008 – Head of legal department at “Interstroy NS” LLP.
  • 2008–2009 – Head of contracts preparation unit of Technical conditions department at “Almaty Power Consolidated” JSC.
  • 2009–2010 – Head of technical conditions office at “Alatau Zharyk Company” JSC.
  • 2010–2012 – Deputy director of  “Office for servicing Astana Diplomatic Corps” under the Ministry of Foreign Affairs of the Republic of Kazakhstan in Almaty.
  • 2012–2014 – Commercial Director on Procurements, Managing Director on maintenance of  “Almaty Power Plants” JSC.
  • 2014–2016 – Head of Staff, Chief Commercial Officer of the Company.
  • March 2016 – November 2016 – Managing Director for Procurement and Administrative matters of the Company.
  • From November 2016 – Managing Director for Procurement of the Company.

 

Tutebayev Serik Suinbekovich

Managing Director for Production and Asset management, Board member

Born on May 27, 1958

Citizenship: The Republic of Kazakhstan

Employment history of Tutebayev Serik Suinbekovich:

  • In 1981 – he graduated from Almaty Energy Institute, thermal power engineer.
  • In 2000 – he graduated from Almaty Energy Institute, major in economics and management at the enterprises of fuel and energy complex.
  • 1981–1983  – assistant to the commissioning division supervisor at SredneAzEnergoMontazh management.
  • 1983–1984 – Engineer of Environmental protection and occupational safety department of Almaty Energy University.
  • 1984–1998 – inspection engineer of turbine equipment of a turbine plant,  senior engine operator of turbine department of turbine workshop, shift supervisor of turbine workshop, head of turbine shop of Almaty CHP-2, chief engineer, Managing Director of “Almaty Power Consolidated” JSC.
  • 2007–2010 – Managing Director of  “Almaty Power Plants” JSC CHP-2.
  • 2010–2011 – Deputy Chairman of the Board of  “Almaty Power Plants” JSC.
  • 2011–2013 – Head of Almaty city energy and public utilities office.
  • 2013–2014 – Deputy Chairman of the Board for production at “SEVKAZENERGO” JSC.
  • 2014–2016 – Head of “Generation” division.
  • From March 2016 – Managing Director for production and assets management of the Company.

The report of the Board

27 meetings of the Company’s Board were held in 2016, 430 items were considered. All decisions were made by the members of the Board unanimously.

The Company’s Board adopted the following most important decisions:

  • “On approval of the Program for sale and restructuring of “Samruk-Energy” JSC assets for 2016–2017”;
  • “On approval of the Energy Conservation and Energy Efficiency Improvement Program at “Samruk-Energy” JSC group of companies for 2015–2025 in the new edition”;
  • “Approval of the organizational structure and staff list of “Samruk-Energy” JSC;
  • “On approval of “Samruk-Energy” JSC Development Plan for 2017–2021”;
  • “On certain matters of “Samruk-Energy” JSC assets privatization”;
  • “On approval of “Samruk-Energy” JSC Charter in the new edition”;
  • “Conducting evaluation of compliance of “Samruk-Energy” JSC employees with qualification requirements for the new organizational structure’s jobs (Job matching)”;
  • “On approval of Plan for transition to the target organizational structure of “Samruk-Energy” JSC”

The number of the Company’s Board meetings

2016 2015 2014
Number of meetings 27 18 19
Share of in present meetings 100 % 100 % 100 %
The number of considered items 430 356 331

The Committees of the Company’s Board

Currently, the following advisory bodies operate under the Company’s Board:

  • Committee for risks and management system
  • Committee for Planning and Performance Evaluation
  • Credit Committee.
  • Investment and Innovation Council.
  • Asset and Liability Management Committee

All committees report to the Company’s Board and operate within the competence granted to them by the Board in accordance with provisions of these bodies.

Committee for risks and management system

The Committee is a permanent consulting body under the Company’s Board and is established to coordinate the process of organizing the risk management system, internal control and the corporate governance system of the Company.

It is headed by the Company’s Chairman of the Board.

2016 Report

Number of meetings 7
The number of considered items 19
attendance, % 94
Key items On preliminary approval of establishing Samruk-Energy’s limits for open currency positions and VaR
On approval of “Samruk-Energy” JSC Rules for hedging risks
On preliminary approval of the Risk Management Report with description and analysis of key risks, as well as information on the implementation of plans and programs for mitigating “Samruk-Energy” JSC risks for the 4th quarter of 2015, 1st, 2nd and 3rd quarter of 2016
Preliminary approval of the Risk and Control Matrix for key business processes of “Samruk-Energy” JSC financial statements preparation in the new edition
Preliminary approval of the Corporate Management System Policy in the new edition
On considering the Report on functioning of Corporate Management System in accordance with ISO 9001: 2008 requirements at “Samruk-Energy” JSC for 2015
On preliminary approval of the consolidated Risk Register, the consolidated Risk Map, Key Risks Management Action Plan with determination of tolerance levels for each key risk, Passport of “Samruk-Energy” JSC Key Risk Indicators for 2017. On preliminary approval of risk appetite of “Samruk-Energy” JSC for 2017
On preliminary approval of performance criteria of “Samruk-Energy” JSC corporate risk management and internal control systems
On consideration of reports on execution of plans for improvement of “Samruk-Energy” JSC corporate risk management and internal control systems for 2016
On approval of the Plan for improving “Samruk-Energy” JSC corporate risk management system for 2017 and the Plan for improving “Samruk-Energy” JSC internal control system for 2017

Committee for Planning and Performance evaluation

The main purpose of the Committee for Planning and Performance evaluation of “Samruk-Energy” JSC under the Company’s Board is to improve the performance of the Company and its subsidiaries and affiliates, including optimizing the structure of their assets and expenditures.

Managing Director for Economics and Finance is Chairman of the Committee.

2016 Report

Number of meetings 16
The number of considered items 54
Attendance, % 100
Key items Consideration of adjusted development plans of the Company’s subsidiaries and affiliates for 2017–2021
Approval of adjustments to the development plan of the Company’s head office for 2016.
Reports on implementation of the Company’s SA Development plans

Investment and Innovation Council of “Samruk-Energy” JSC

Advisory body under the Company’s Board, the main goal of the Council is to increase the efficiency of investment and innovation activities, as well as to increase local content in the Company and its Subsidiaries and Affiliates.

Chairman of the Board of the Company is the Chairman of the Investment and Innovation Council.

2016 Report

Number of meetings 9
The number of considered items 30
Attendance, % 85
Key items Carrying out the research work “Development of the technology of boiler units’ furnace installations for burning high ash coals of bed No. 3 of Ekibastuz deposit and depleted coal / coal waste”
Approval of the plan for introduction of system “Effective Production” (SEEP)” at the enterprises of “Samruk-Energy” JSC
On possible sale of shares and equity stakes in certain subsidiaries and affiliates

Asset and Liability Management Committee

The purpose of the Committee is to ensure timely and quality decision-making on matters related to preliminary approval of investment decision to place the Company’s temporarily surplus funds (TSF). Placement of available funds and assets & liabilities management, mitigation of risks associated with approval of rising or lowering limits based on results of monitoring the structure of the Company’s assets and liabilities, utilization of limits for counterparty banks as required by the Company and the Fund.

Managing Director for Economics and Finance is the Chairman of the Asset and Liability Management Committee.

2016 Report

Number of meetings 16
The number of items considered 54
Attendance, % 100
Key items Consideration of adjusted development plans of the Company’s subsidiaries and affiliates for 2017–2021
Approval of adjustments to the development plan of the Company’s head office for 2016.
Reports on execution of the Company’s Development plans of the Company’s subsidiaries and affiliates

Credit committee of “Samruk-Energy” JSC

The Credit Committee is a permanent joint advisory body under “Samruk-Energy” JSC Board. The main objectives of the Credit Committee are implementation of “Samruk-Energy” JSC credit policy and debt and financial sustainability management policy of the Fund.

Managing Director for Economics and Finance is the Chairman of the Credit Committee.

2016 Report

Number of meetings 17
The number of items considered 17
Attendance, % 87
Key items On concluding interested party transactions
Increase in liabilities of “Samruk-Energy” JSC by entering into a loan agreement with the European Bank for Reconstruction and Development
On signing of loan agreements with second-tier banks

 

Performance of “Samruk-Energy” JSC Board members is evaluated in compliance with Rules for performance evaluation and remuneration of the Company’s executive staff approved by the decision of the Board of Directors on October 14, 2016 (Minutes No. 07/16) (hereinafter – the Rules).

The rules are based on principles of interconnection of remuneration with performance of objectives that meet the interests of the Company and its shareholders, the dependence of remuneration on the performance of executive staff.

The procedure for performance appraisal of executives is based on the choice of motivational KPI which includes corporate and functional, established depending on activity area of an employee.

Approval of executives’ KPI maps as well as results of monitoring the achievement of KPI for the reporting year is assigned to the Company’s Board of Directors after receiving recommendations of the Approval and Remuneration Committee.

“Samruk-Energy” JSC | Integrated annual report
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