Information on the work of the Board of Directors

In 2019, 12 meetings were held, including 1 meeting by correspondence, at which 162 issues were addressed and resolved. The Board of Directors made decisions for a number of key directions of the Company activity:

  • Consolidated Development Plan for 2020–2024;
  • Corporate key performance indicators and their target values for 2020;
  • Efficiency of the implementation of Investment projects;
  • Improvement of the risk management systems, internal control and continuity of business control;
  • Election of the members of the Supervisory Boards of subsidiaries of Tau-Ken Samruk NMC JSC;
  • Approval of the organizational structure of Tau-Ken Samruk NMC JSC.

Audit Committee

In 2019, the Audit Committee held 11 in-person meetings, at which were addressed 61 issues and provided relevant recommendations.

During 2019 the Audit Committee provided the relevant recommendations to the Board of Directors, including:

Internal audit issues (at each meeting),

including:

  • annual and quarterly reports of the Internal Audit Service (hereinafter – the Service);
  • personnel matters related to hiring, dismissal and remuneration of employees of the Service;
  • consulting assignments for the executive body, unscheduled inspections commissioned by the Fund and the Audit Committee.

External audit issues, including:

  • audit results of the consolidated financial statements of the Company and its
  • subsidiaries for the year 2018;
  • etter to the management on the results of the audit of the consolidated financial
  • statements of TKS and its subsidiaries for 2018;
  • audit results of the consolidated financial statements of the Company and its
  • subsidiaries for the 1-st half year and 9 months of 2019.

Risk management and internal control system:

  • were discussed and evaluated the quarterly risk reports;
  • risk appetite statement, risk register and risk management action plan, risk map;
  • risk tolerance levels and a register of key risk indicators for 2019.

Issues on the agenda, regulating the activities of the compliance officer:

  • Approval of the compliance officer candidature;
  • Consideration of internal documents on compliance officer activity (regulations, policies and procedures);
  • Approval of compliance officer activity reports.

Nomination and Remuneration Committee

During the reporting period, the Nomination and Remuneration Committee held 12 inperson meetings in full strength, at which were addressed 59 issues and provided relevant recommendations to the Board of Directors.

The key matters considered by the Key issues considered by the Nomination and Remuneration Committee in 2019:

  • Consideration of the organizational structure.
  • Consideration of candidatures for members of the Board of Tau-Ken Samruk NMC JSC, in connection with which the balanced composition of the Board was formed.
  • Evaluation of the activity of the members of the Board based on the implementation of the KPI, the Internal Audit Service, the Compliance Officer, the Corporate Secretary.
  • Consideration of motivational key performance indicators for the members of the Management Board of Tau-Ken Samruk NMC JSC and their target values.
  • Changing and election of the composition of the Supervisory Boards of subsidiaries of Tau-Ken Samruk NMC JSC.

The strategic planning and investment Committee

During the reporting period, the strategic planning and investment Committee held 7 in-person meetings, at which were addressed 18 issues and provided relevant recommendations to the Board of Directors.

During 2019, the Committee on strategic planning and investment provided the relevant recommendations to the Board of Directors, including on:

  • Consideration, discussion of the main directions of activities for actualization of the Strategy of Development for 2020–2030.
  • Consideration of Reports on the implementation of the Strategy of Development.
  • Monitoring of the implementation of investment projects.
  • Approval of transactions for investment projects.

More detailed information on the matters considered by the above committees of the Board of Directors is available n the section  “Reports and Results”.

REGULATIONS ON THE BOARD OF DIRECTORS