In accordance with the Company Charter, the determination of the quantitative composition, the term of office of the Board of Directors, the election of members of the Board of Directors fall within the exclusive competence of the Sole shareholder. The Board of Directors is elected for a term at most of 3 years. Any election to the Board of Directors for more than 6 years in a row, is subject to special consideration, taking into account the need for the qualitative renewal of the Board of Directors composition. The same person cannot be elected to the Board of Directors for more than 9 years running. In exceptional circumstances, the election for more than 9 years is allowed, but the reelection of such a person to the Board of Directors must be made annually.
In accordance with the Company Charter, the number of members of the Board of Directors must be at least 5 people. The number of independent directors may not be less than one third of the number of members of the Board of Directors. The company complies with this requirement, and currently the share of independent directors is 50%. In accordance with the Policy of candidatures selection to the Board of Directors of Tau-Ken Samruk NMC JSC, the process of searching and selecting of candidates to the Board of Directors members must be carried out before the expiration of the full term of office of the entire Board of Directors and the powers of its members. The point of electing the entire Board of Directors or its particular members may be initiated according to the established procedure by the Sole shareholder or the Committee on Rewards through the Board of Directors.