Information about the work of the Board of Directors

In 2023, 15 meetings were held, 2 of them were in an absentee form, at which 129 issues were considered and decisions were taken. The meetings were held in a mixed online/offline format, participation of members of the Board of Directors is about 100% from the moment of election and termination of authorities.

 The Board of Directors took key decisions on a number of the Company’s main activities:

  • On Approval of the Development Strategy of Joint Stock Company “National Mining Company “Tau-Ken Samruk” for 2024-2033.
  • On Approval of the Motivational Key Performance Indicators of the Members of the Management Board of Joint Stock Company “National Mining Company “Tau-Ken Samruk” and their Target Values for 2024;
  •  Pre-approval of the Annual Financial Statements of Joint Stock Company “National Mining Company “Tau-Ken Samruk” for 2022 and its Submission for Consideration and Approval of the Sole Shareholder;
  • HR Issues, including Election of the Supervisory Boards of Subsidiaries of Joint Stock Company “National Mining Company “Tau-Ken Samruk”;
  • Approval of the Organizational Structure of Joint Stock Company “National Mining Company “Tau-Ken Samruk”.

Audit Committee

In 2023, the Audit Committee held 12 meetings in the in-presence format, considered 56 issues and elaborated recommendations on them.

During 2023, the Audit Committee provided for appropriate recommendations to the Board of Directors, including:

Internal audit issues, including:

  • annual and quarterly reports of the Internal Audit Service (hereinafter – Service);
  • HR issues related to the hiring, dismissal and remuneration of employees of the Service;
  • consulting tasks for the executive body, unscheduled inspections on behalf of the Fund and the Audit Committee.

External audit issues, including:

  • results of the audit of the consolidated financial statements of the Company and its subsidiaries for 2022;
  • letter to management on the results of the audit of the consolidated financial statements of JSC NMC Tau-Ken Samruk and its subsidiaries for 2022;
  • results of the audit of the consolidated financial statements of the Company and its subsidiaries for H1 and M9 2023.

Risk management and internal control system:

  • quarterly risk reports were discussed and evaluated;
  • risk appetite statement, risk register and risk management action plan, risk map.

The considered issues regulating the activities of the Compliance Officer:

  • consideration of internal documents on the activities of the Compliance Officer (regulations, policies and procedures);
  • approval of performance reports of the Compliance Officer.

Nomination and Remuneration Committee

During the reporting period, the Nomination and Remuneration Committee held 12 full in-presence meetings, at which 65 issues were considered and relevant recommendations were provided for to the Board of Directors.

Key issues considered by the Nomination and Remuneration Committee in 2023:

  • Consideration of candidates for the members of the Management Board of JSC NMC Tau-Ken Samruk;
  •  Performance evaluation of the members of the Management Board based on the performance of KPIs, the Internal Audit Service, the Compliance Officer, the Corporate Secretary;
  • Consideration of motivational key performance indicators for the members of the Management Board of JSC NMC Tau-Ken Samruk and their target values;
  • Change and election of the Supervisory Boards of subsidiaries of JSC NMC Tau-Ken Samruk.

Strategy Planning and Sustainable Development Committee

During the reporting period, the Strategy Planning and Sustainable Development Committee held 12 in-presence meetings, at which 36 issues were considered and relevant recommendations were provided to the Board of Directors.

During 2023, the Strategy Planning and Sustainable Development Committee provided appropriate recommendations to the Board of Directors, including on the following issues:

  • Consideration and discussion of the main activities aimed at updating the Development Strategy of Joint Stock Company “National Mining Company “Tau-Ken Samruk” for 2024-2033;
  • Monitoring of investment projects implementation;
  • Approval of transactions on investment projects.
REGULATIONS ON THE BOARD OF DIRECTORS