Resolutions of 2021

The in-presence meeting of the Board of Directors of JSC NMC Tau-Ken Samruk was held on December 28, 2021, during which the following issues were considered:

  1. On the appointment of the Director of Tau-Ken Altyn LLP.
  2. On determining the position of JSC NMC Tau-Ken Samruk as a participant of Kazzinc Holdings LLP on issues related to the competence of the general meeting of participants of Kazzinc Holdings LLP.
  3. On changing the composition of the Supervisory Board of LLP JV Alaigyr.
  4. On establishment of the extra payment for combination of positions and performance of duties of the CEO of JSC NMC Tau-Ken Samruk.
  5. On approval of motivational key performance indicators for members of the Management Board of JSC NMC Tau-Ken Samruk and their target values for 2022.
  6. On the early termination of the powers of Orynbekov Bakhytzhan Amirbekovich, the Chief Project Management Director – Member of the Management Board of JSC NMC Tau-Ken Samruk.
  7. On approval of obtaining a license for subsurface use with participation of ScandiVanadium Ltd and Discovery Ventures Kazakhstan.
  8. On approval of the compliance program and KPIs for 2022 of the Compliance Officer of JSC NMC Tau-Ken Samruk.
  9. On approval of the draft Internal Control Rules of JSC NMC Tau-Ken Samruk for differentiating the rights of access to insider information and preventing the possibility of misuse of such information by insiders.
  10.  On approval of the risk appetite of JSC NMC Tau-Ken Samruk for 2022.
  11. On the composition of the Board of Directors of ShalkiyaZink LTD JSC.
  12. On approval of the total number of employees and the organizational structure of JSC NMC Tau-Ken Samruk in a new edition.
  13. On approval of the job descriptions of the Chief Project Management Director and Chief Business Support Director of JSC NMC Tau-Ken Samruk.
  14.  Performance evaluation of the members of the Management Board of JSC NMC Tau-Ken Samruk for 2020 based on the implementation of key performance indicators.
  15.  On election of Rakhimova Assel Serikovna as the Chief Project Management Director – Member of the Management Board of JSC NMC Tau-Ken Samruk.
  16.  On approval of the Work Plan of the Board of Directors of JSC NMC Tau-Ken Samruk for 2022.

On November 26, 2021, the in-presence meeting of the Board of Directors of JSC NMC Tau-Ken Samruk was held, during which the following issues were considered:

  1. Consideration of the Report on the execution of the Business Plan (Development Plan) of JSC NMC Tau-Ken Samruk for 2021-2025 following 9M  2021.
  2. On amending the Charter of Silicon Mining LLP.
  3. On approval of the Rules for Business Trips of Employees of JSC NMC Tau-Ken Samruk.
  4. On determining the audit organization that audits the consolidated and separate financial statements of JSC NMC Tau-Ken Samruk for 2022, 2023, 2024 and the amount of payment for its services.
  5. Approval of amendments to the Corporate Accounting Policy of Tau-Ken Samruk JSC.
  6. Approval of the Policy of Tau-Ken Samruk National Mining Company JSC in attracting the services of audit organizations in the new edition.
  7. On consideration of the Report on Implementation of the Action Plan for Improving the Corporate Governance System of JSC NMC Tau-Ken Samruk for 2021 following Q3 2021.
  8. Consideration of the report on the performance and remuneration of the Compliance Officer of JSC NMC Tau-Ken Samruk following Q3 2021.
  9. On consideration of a candidate for the vacant position, Senior Auditor of the Internal Audit Service of JSC NMC Tau-Ken Samruk.
  10. On changing the composition of the Supervisory Boards of LLP JV Alaigyr, Tau-Ken Altyn LLP, Tau-Ken Temir LLP, Silicon Mining LLP, Severny Katpar LLP, Masalsky GOK LLP.
  11. On changing the composition of the Board of Directors of ShalkiyaZink LTD JSC.
  12. On determining the position of JSC NMC Tau-Ken Samruk as a participant of Kazzinc Holdings LLP on issues related to the competence of the general meeting of participants of Kazzinc Holdings LLP.
  13.  On changing the composition of the Committees of the Board of Directors of JSC NMC Tau-Ken Samruk.
  14. Consideration of the Summary Report on monitoring the implementation of investment projects of JSC NMC Tau-Ken Samruk for 9M 2021.
  15. On consideration of the Implementation Strategy of the project “Development of the Severny Katpar tungsten deposit in the Karaganda region”.
  16. On consideration of the consolidated financial model of JSC NMC Tau-Ken Samruk.
  17.  On the approval of the financial strategy of JSC NMC Tau-Ken Samruk 2022-2026.
  18. Review of the Report on the activities of the Corporate Secretary of JSC NMC Tau-Ken Samruk following Q3 2021.

On October 28, 2021, the in-presence meeting of the Board of Directors of JSC NMC Tau-Ken Samruk was held, during which the following issues were considered:

  1. Consideration of the Business Plan (Development Plan) of JSC NMC Tau-Ken Samruk for 2022-2026.
  2. On approval of the list of non-strategic assets of Tau-Ken Samruk JSC, subject to withdrawal from the structure of the Samruk-Kazyna JSC Group of Companies until 2028.
  3. On determination of the method of transferring 100% of the shares in Tau-Ken Temir LLP and Silicon Mining LLP to the competitive environment.
  4. On appointment of Makulbekov Rustem Nurlanovich as a member of the Management Board of JSC NMC Tau-Ken Samruk.
  5. On assignment of duties of the Director of Tau-Ken Altyn LLP.
  6. On approval of the election of a member of the Supervisory Board of joint ventures established by DVK together with JSC NMC Tau-Ken Samruk.

On September 30, 2021, the in-presence meeting of the Board of Directors of JSC NMC Tau-Ken Samruk was held, during which the following issues were considered:

  1. On approval of the concept of energy transfer of JSC NMC Tau-Ken Samruk until 2060.
  2. On approval of the LFP project providing for creation of a joint venture in the form of a consortium of JSC NMC Tau-Ken Samruk together with Kazakhstan Fortescue LLP for implementation of exploration projects in the Karaganda, Kyzylorda and Aktobe regions.
  3. On amendments to the composition of the Committees under the Board of Directors of JSC NMC Tau-Ken Samruk.
  4. On determination of the quantitative composition, term of office of the Board of Directors of ShalkiyaZink LTD JSC, election of the Chairman of the Board of Directors and its members.
  5. On the early termination of the powers of Kalymov Zhandos Agzholovich, the Senior Auditor of JSC NMC Tau-Ken Samruk.
  6. On approval of the completion of the Identification and Evaluation stage and transition to the Selection stage for the project “Development of the Severniy Katpar tungsten deposit in the Karaganda region”.
  7. On the early termination of the powers of Absametov Nariman Malisuly, the Chief Business Development Officer – Member of the Management Board of JSC NMC Tau-Ken Samruk.

The in-person meeting of the Board of Directors of JSC NMC Tau-Ken Samruk was held on September 01, 2021, which considered the following issues:

  1. On approval of the adjustment of key parameters of the project “Industrial development of polymetallic ores of the Shalkiya deposit in the Kyzylorda region with the construction of a processing plant” and amendments to the main terms of the Loan Agreement of ShalkiyaZink LTD JSC and the Sponsorship Agreement of Tau-Ken Samruk JSC as part of restructuring the loan of the European Bank for Reconstruction and Development.
  2. On the sale and transfer to the trust management of shares of JSC NMC Tau-Ken Samruk in Tau-Ken Mining LLP and TKS Geology LLP to Samruk-Kazyna Invest LLP.
  3. On delivery of 9 exploration licenses in the square Valeryanov in Aktobe region in the framework of the joint project of JSC NMC Tau-Ken Samruk and Kazakhstan Fortescue LLP.
  4. On approval of the list and methodology for calculating the strategic key performance indicators of JSC NMC Tau-Ken Samruk for 2022-2026.
  5. On consideration of the report on execution of the Action Plan of JSC NMC Tau-Ken Samruk for the implementation of sustainable development for 2021-2022 for H1 2021.
  6. Consideration of the Summary report on monitoring the implementation of investment projects of JSC NMC Tau-Ken Samruk for Q2 2021.
  7. Review of the Report on mplementation of the Business Plan (Development Plan) of JSC NMC Tau-Ken Samruk for 2021-2025 following H1 2021.
  8. Review of the Report on transparency and efficiency of information disclosure processes of JSC NMC Tau-Ken Samruk for H1 2021.
  9. On amendments to the job descriptions of the CEO, Chief Business Development Officer, Chief Project Management Officer and Chief Business Support Officer of JSC NMC Tau-Ken Samruk.

On August 04, 2021, the in-presence meeting of the Board of Directors of JSC NMC Tau-Ken Samruk was held where the following issues were considered:

  1. On consideration of the results of the state audit of JSC NMC Tau-Ken Samruk and the Order of the Accounts Committee to control the execution of the republican budget.
  2. On amendments to the Charter of Severniy Katpar LLP.
  3. On approval of the Risk Report of JSC NMC Tau-Ken Samruk for Q2 2021.
  4. On approval of the consolidated Register and Risk Map of JSC NMC Tau-Ken Samruk, updated following Q2 2021
  5. Review of the performance report of the Compliance Officer of JSC NMC Tau-Ken Samruk for Q2 2021.
  6. Consideration of the remuneration of the Compliance Officer of JSC NMC Tau-Ken Samruk for Q2 2021.
  7. Consideration of the Annual Audit Plan of the Internal Audit Service of JSC NMC Tau-Ken Samruk for 2021, taking into account changes and additions.
  8. Consideration of the performance report of the Internal Audit Service of JSC NMC Tau-Ken Samruk for Q2 2021.
  9. Performance evaluation of the Internal Audit Service of JSC NMC Tau-Ken Samruk and its Head for Q2 2021.
  10. On consideration of the Report on the implementation of the Action Plan for improving the corporate governance system of JSC NMC Tau-Ken Samruk for 2021 following Q2 2021.
  11. On approval of the key performance indicators of the members of the Management Board of JSC NMC Tau-Ken Samruk and their target values ​​for 2021 in the new edition.
  12. On determination of the number of members, the term of office of the Board of Directors of ShalkiyaZinc LTD JSC, election of the Chairman of the Board of Directors and its members.
  13. On election of the composition of the Supervisory Boards of JV Alaigyr LLP, Tau-Ken Altyn LLP, Tau-Ken Temir LLP, Silicon Mining LLP and Severniy Katpar LLP.
  14. On approval of the objectives of the Corporate Secretary of JSC NMC Tau-Ken Samruk for Q3 and Q4 2021.
  15. On amendments to the Policy on advanced training of members of the Board of Directors of Tau-Ken Samruk JSC and involvement of external experts by the Board of Directors of Tau-Ken Samruk JSC.

On July 15, 2021 the in-presence meeting of the Board of Directors of JSC NMC Tau-Ken Samruk was held where the following issue was considered:

  1. On establishment of joint ventures between JSC NMC Tau-Ken Samruk Oil and Discovery Ventures Kazakhstan LLP for implementation of joint geological exploration projects (LFP).

On June 30, 2021, the Board of Directors of JSC NMC Tau-Ken Samruk has held the in-presence meeting, during which the following issues have been considered:

  1. Consideration of the Annual Report of the Board of Directors of JSC NMC Tau-Ken Samruk for 2020.
  2. On approval of the Consolidated Annual Report of Joint Stock Company National Mining Company “Tau-Ken Samruk” for 2020.
  3. On cancellation of the liquidation of Tau-Ken Mining LLP, TKS Geology LLP and the exclusion of these legal entities from the list of assets subject to withdrawal from the structure of Samruk-Kazyna JSC group of companies.
  4. Performance evaluation of the members of the Management Board of JSC NMC Tau-Ken Samruk for 2020, based on the implementation of key performance indicators.
  5. On approval of the Succession Plan for the positions of CEO, CEO-1 of JSC NMC Tau-Ken Samruk for 2021-2022
  6. On approval of the Rules for Remuneration and Bonuses Payment to the Executives and employees accountable to the Board of Directors of JSC NMC Tau-Ken Samruk.
  7. Consideration of candidates for the vacant position of Senior Auditor of the Internal Audit Service of JSC NMC Tau-Ken Samruk.
  8. Consideration of the Performance Report of the Internal Audit Service of JSC NMC Tau-Ken Samruk for Q1 2021.
  9. Performance evaluation of the Internal Audit Service of JSC NMC Tau-Ken Samruk and its Head for Q1 2021.

On June 22, 2021, the in-presence meeting of the Board of Directors of JSC NMC Tau-Ken Samruk was held where the following issues were considered:  

  1. On changing the composition of the Committees under the Board of Directors of JSC NMC Tau-Ken Samruk.
  2. On establishment of Nur Dala LLP and conclusion of the Standard Articles on the establishment of Nur Dala LLP between SH Minerals LLP and  JSC NMC Tau-Ken Samruk.

On May 20, 2021, the in-presence meeting of the Board of Directors of JSC NMC Tau-Ken Samruk was held, during which the following issues were considered:

  1. On the procedure for distribution of the net income for 2020 and the size of the dividend per ordinary share of JSC NMC Tau-Ken Samruk for 2020.
  2. On changes in the composition of the Committees under the Board of Directors of JSC NMC Tau-Ken Samruk.
  3. On amendments to the Charters of individual Subsidiaries.
  4. On conclusion of the transaction with Institute of Hydrogeology and Geoecology named after U. M. Akhmedsafin LLP and KMG Engineering LLP, in which JSC NMC Tau-Ken Samruk has an interest.
  5. Consideration of the Implementation Report of the Business Plan (Development Plan) of JSC NMC Tau-Ken Samruk for 2021-2025 for M3 2021.
  6. On approval of the adjustment of the key parameters of the “Industrial development of polymetallic ores of the Shalkiya deposit in Kyzylorda region with the construction of the processing plant” project.
  7. Consideration of the Consolidated Report on monitoring the investment projects implementation of JSC NMC Tau-Ken Samruk for Q1 2021.
  8. On consideration of the Budget of the Internal Audit Service of JSC NMC Tau-Ken Samruk for 2021.
  9. Consideration of the Performance Report of the Internal Audit Service of JSC NMC Tau-Ken Samruk for Q4 2020.
  10. Performance Evaluation of the Internal Audit Service of JSC NMC Tau-Ken Samruk and its Head for Q4 2020.
  11. Consideration of the Performance Report and the Performance Evaluation Report of the Internal Audit Service of JSC NMC Tau-Ken Samruk and its Head for 2020.
  12. Performance Evaluation of the Internal Audit Service of JSC NMC Tau-Ken Samruk and its Head for 2020.
  13. On consideration of the candidate for the vacant position of the Corporate Secretary of JSC NMC Tau-Ken Samruk.
  14. On approval of the job descriptions of the Chief Executive Officer, Members of the Management Board and Managing Director for Digitalization and HR of JSC NMC Tau-Ken Samruk.
  15. On approval of the total staff size and the organizational structure of JSC NMC Tau-Ken Samruk.

On April 7, 2021, the in-presence meeting of the Board of Directors of JSC NMC Tau-Ken Samrukwas held, during which the following issues were considered:

  1. On placing the duties of the Corporate Secretary of JSC NMC Tau-Ken Samruk
  2. On consideration of the report on implementation of the Development Strategy of JSC NMC Tau-Ken Samruk for 2020
  3. On the approval of roadmaps for t withdrawal of assets of JSC NMC Tau-Ken Samruk from the structure of the Samruk-Kazyna JSCgroup of companies
  4. Consideration of the Environmental Policy of JSC NMC Tau-Ken Samruk
  5. Review of the HSE Policy of JSC NMC Tau-Ken Samruk
  6. On determination of the term of office of the Management Board of JSC NMC Tau-Ken Samruk and extension of the powers of the members of the Management Board of JSC NMC Tau-Ken Samruk
  7. On approval of job descriptions for Compliance Officer, Head and employees of the Internal Audit Service of JSC NMC Tau-Ken Samruk
  8. Preliminary approval of the annual financial statements of JSC NMC Tau-Ken Samruk for 2020 and its submission for consideration and approval of the Sole Shareholder
  9. On approval of the consolidated Register and Risk Map of JSC NMC Tau-Ken Samruk, updated following Q1 2021
  10. On approval of the Risk Report of JSC NMC Tau-Ken Samruk for Q1 2021
  11. On approval of the Policy for Conflicts Of Interest Settlement among employees and officials of JSC NMC Tau-Ken Samruk and its subsidiaries
  12. On approval of amendments and additions to the Anti-Corruption Policy in JSC NMC Tau-Ken Samruk and its subsidiaries
  13. Consideration of the performance report of Compliance Officer JSC NMC Tau-Ken Samruk for Q4 2020
  14. Consideration of the remuneration of the Compliance Officer JSC NMC Tau-Ken Samruk for Q4 2020
  15. Consideration of the performance report of the Compliance Officer JSC NMC Tau-Ken Samruk for Q4 2021
  16. Consideration of the remunerationof the Compliance Officer JSC NMC Tau-Ken Samruk for Q1 2021
  17. On consideration of the Action Plan of JSC NMC Tau-Ken Samrukfor improving corporate governance for 2021
  18. Consideration of the Report on execution of the Business Plan (Development Plan) of JSC NMC Tau-Ken Samruk for 2020-2024 following 12 months of 2020.
  19. On approval of the total number of employees and the organizational structure of JSC NMC Tau-Ken Samruk
  20. On consideration of the draft Digital Transformation Program of JSC NMC Tau-Ken Samruk
  21. Consideration of the Business Plan (Development Plan) of JSC NMC Tau-Ken Samruk for 2021-2025, taking into account additional decomposed indicators.

On March 4, 2021, the in-presence meeting of the Board of Directors of JSC NMC Tau-Ken Samrukwas held, during which the following issues were considered:

  1. On the inexpediency of the project “Exploration of gold-bearing ores in the Yuzhno-Moiyntinskaya area in the Karaganda region” and delivery of a subsoil use contract to the competent authority.

On March 2, 2021, the in-presence meeting of the Board of Directors of JSC NMC Tau-Ken Samrukwas held, during which the following issues were considered:

  1. On changing the terms of the transaction for the alienation of 100% of JSC NMC Tau-Ken Samruk share in the authorized capital of Shokpar-Gagarinskoye LLP in favor of Sunlight Investments LLP.
  2. On termination of the CAPEX project (Capital investment projects), providing for increase in the raw material base of SiliconMining LLP.
  3. On consideration of the Management Plan for the project “Mining and processing of polymetallic ores at the Alaigyr deposit in the Karaganda region (Strategy 3.0)”
  4. On approval of the Regulations onexploration projects management of JSC NMC Tau-Ken Samruk and its subsidiaries in a new edition.
  5. Consideration of the Report on implementation of the JSC NMC Tau-Ken Samruk Action Plan for implementation of sustainable development for 2019-2020 following H2 2020.
  6. On approval of the Risk Report of JSC NMC Tau-Ken Samruk for 2020.
  7. On approval of the risk appetite of JSC NMC Tau-Ken Samruk for 2021
  8. Consideration of the Annual Audit Plan of the Internal Audit Service of JSC NMC Tau-Ken Samruk for 2021.
  9. Consideration of candidates for the vacant position of the Head of the Internal Audit Service of JSC NMC Tau-Ken Samruk.
  10. Consideration of the Report on implementation of the Action Plan for improving the corporate governance system of JSC NMC Tau-Ken Samruk for 2019-2020 following Q4 2020.
  11. Consideration of the Report on the transparency and efficiency of information disclosure processes of JSC NMC Tau-Ken Samruk for H2 2020.
  12. On amending the Charter of SeverniyKatpar LLP.