In 2024, 17 meetings were held, 2 of them were in the absentee form, at which 114 issues were considered and decisions were taken. The meetings were held in a mixed online/offline format, 2 meetings were held in absentee 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 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 2023 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 2024, the Audit Committee held 13 meetings in the in-presence format, 48 issues were considered and recommendations on them were elaborated.
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 2023;
- letter to management on the results of the audit of the consolidated financial statements of JSC NMC Tau-Ken Samruk and its subsidiaries for 2023;
- results of the audit of the consolidated financial statements of the Company and its subsidiaries for H1 and M9 2024.
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 14 full in-presence meetings, at which 63 issues were considered (2023 – 65 issues) and relevant recommendations were provided for to the Board of Directors.
Key issues considered by the Nomination and Remuneration Committee in 2024:
- 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.
- Consideration of internal regulatory documents.
Strategy Committee
During the reporting period, the Strategy Committee held 11 in-presence meetings, at which 23 issues were considered (2023 – 36 issues).
During 2024, the Strategy Committee provided for 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;
- Business plans implementation report;
- Approval of transactions on investment projects.