Corporate Governance

As the primary gas operator in the Republic of Kazakhstan, JSC  Shaimerden places a high value on adhering to sustainable development and corporate governance norms. It also gives careful consideration to maintaining the company’s financial stability. JSC  Shaimerden has made increasing the effectiveness of corporate governance one of its top strategic focuses. In order to guarantee the efficient operation and accomplishment of the organization’s objectives, JSC  Shaimerden has a sophisticated corporate governance structure. This system comprises, among other things, stakeholder connections, financial management, risk management, and strategic and operational process management.

Corporate governance structure

Transparency and accountability within the organization are guaranteed by JSC  Shaimerden’s well-organized and effective corporate governance framework. It includes the following essential components:

National Welfare Fund Samruk-Kazyna JSC is the sole shareholder of JSC  Shaimerden and the highest governing body, with its duties outlined in the company’s charter;

The Board of Directors decides which aspects of the company’s operations should be prioritized and manages the company’s operations generally;

In its capacity as a collegial executive body, the Management Board oversees the day-to-day operations of the company to carry out its strategy and achieve its goals;

Corporate governance matters are managed at the operational level by the Department of Strategy and Sustainable Development. In order to identify opportunities for improvement and provide timely updates, the Department routinely examines internal regulatory documentation and practices and encourages the use of corporate governance concepts and practices.

Corporate Secretary

The officer in charge of planning the board of directors’ and shareholders’ general meetings is the corporate secretary. The corporate secretary oversees the administrative processes involved in scheduling meetings, creating paperwork, and facilitating participant information sharing. The corporate secretary also makes sure that the company’s corporate policies and legal obligations are followed. This crucial component of corporate governance supports the public’s and investors’ trust while ensuring the efficacy of decision-making procedures.

Internal Audit Service

Since May 2022, the company has operated an independent Internal Audit Service (IAS), which oversees the financial and economic operations of JSC Shaimerden, evaluates internal control, risk management, corporate governance document execution, and provides consulting to enhance the company’s operations. The Board of Directors is the immediate superior of the IAS, to whom it reports on its operations. The Audit Committee oversees the IAS in compliance with the internal documents that govern the Audit Committee’s operations. The International Professional Practice Framework for Internal Auditing (IPPF), which is mandated, is followed by the IAS.

Through a methodical and consistent approach to the analysis and evaluation of risk management, internal control, and corporate governance systems as tools to provide reasonable assurance of achieving the Company’s objectives, the IAS primarily aims to support the Board of Directors and the Executive Body of the Company in improving the financial and economic activities of the organization and the management’s efficiency.

Risk management and internal control

In order to guarantee the stability and sustainability of the business, risk management is a crucial component of corporate governance, strategic planning, and preserving financial stability at JSC  Shaimerden. At every stage of operational activity, JSC  Shaimerden places a high value on a methodical approach to risk management. The company’s risk management strategy adheres to worldwide risk management standards and is prepared with consideration for both internal and external issues. Additionally, risk management is done continuously and is included into every business procedure. The company performs a risk analysis before to project launch, evaluates the impact and probable outcomes, and, if necessary, develops strategies to mitigate such risks, even to the extent of project abandonment.

Principles of motivation for management and the Board of Directors

The analysis and evaluation of management’s actions are highly valued by JSC  Shaimerden, which depends on each member of the Board of Directors and Management Board for their unique contribution to the company’s strategic objectives. The outcomes of the activities’ analysis and evaluation help make well-informed decisions that enhance corporate governance, boost productivity, and guarantee JSC  Shaimerden’s long-term growth in the volatile gas market.

Members of the Management Board receive compensation based on their work performance for the reporting period (year), which is determined by the results of performance evaluations. This is done to encourage them to accomplish strategic and priority goals, which are represented in quantifiable, linked, rationally constructed, and well-balanced motivational KPI cards.

The Nomination and Remuneration Committee of the Board of Directors was established to take a first look at matters pertaining to the establishment of an efficient and open compensation system. The ESG agenda can be implemented more quickly with the help of an incentive program, but in order to guarantee the sustainability of corporate operations, the overarching strategy should be one of operational efficiency.