Company's corporate governance system seeks to ensure proper management and control, growth of long-term shareholder value, and sustainable development. Corporate governance rests on three pillars: efficiency, effectiveness, and transparency. Company continues improving its corporate governance system, ensuring the rights of shareholders and all stakeholders.
Kazatomprom's key corporate governance policies
Document name | Effective date of the latest version |
---|---|
Charter | 20 May 202168 |
Regulations on the Board of Directors | 18 May 2020 |
Regulations on the Management Board | 26 June 2019 |
Regulations on Committees | 30 April 2019 |
Corporate Governance Code | 27 May 2015 |
Management policy for Kazatomprom's subsidiaries and affiliates | 19 March 2020 |
In 2021, Samruk-Kazyna JSC, a major shareholder of Kazatomprom JSC, engaged an independent consultant "PricewaterhouseCoopers" to conduct a corporate governance assessment to rate the Company's corporate governance system.
This serves as a proof of an enhanced efficacy of the Company's internal management system. Adherence to the principles of respect for shareholder rights, transparency, and disclosure have resulted in a significant progress of the Board of Directors and Management Board’s function.
Company has developed a 2022 action plan to further improve its corporate governance system.
In the reporting period, the majority of the planned measures for 2021 has been implemented, which were developed following the results of independent assessment of corporate governance system based on corresponding Methodology of Samruk-Kazyna JSC. Particularly, Company has implemented the following key measures:
The Corporate Governance Code of the Company has been developed in accordance with the laws of the Republic of Kazakhstan, policies of Samruk-Kazyna JSC and Samruk-Kazyna JSC Transformation Programme. The Code adheres to the Kazakhstani and international corporate governance practices and sets principles for the corporate governance system within the Company.
Company’s corporate governance system complies with the key listing rules of the stock exchanges on which its securities are traded and the corporate governance principles recognised by the global business community (such as the OECD Principles of Corporate Governance).
In line with the Corporate Governance Code, the Office of the Corporate Secretary has analysed compliance with the principles and provisions of the Corporate Governance Code across the Company in 2021.
According to its findings, 88% of the provisions of the Code were fully complied with, and 2% were partially complied with69. The remaining 10% of the provisions do not apply to the Company.
Compliance with the Corporate Governance Code
Section | In compliance | Partly in compliance | Non-compliant | Not applicable |
---|---|---|---|---|
Shareholders' rights and fair treatment of shareholders | 83 | 13 | - | 4 |
Efficiency Board of Directors and Executive Body | 96 | 1 | - | 3 |
Risk management, internal control and audit | 97 | 3 | - | - |
Transparency | 97 | - | - | 3 |
AIX has the general principles of corporate governance in place for listed companies. Kazatomprom's Corporate Governance Code is largely consistent with these principles. Moreover, the Company's Code contains certain provisions ensuring the compliance with Samruk-Kazyna's goals and projections. Any Group's initiatives that relate to its non-core business are subject to review and verification by the Board of Directors chaired by an independent director.
In 2013, KASE adapted the International Finance Corporation's (IFC) corporate governance scorecard, allowing joint stock companies listed on KASE to use this tool for assessing their level of corporate governance. Assessed against the six categories, the Company mostly meets the criteria set out in the score card.
The main differences between the Company’s Corporate Governance Code and the provisions of the UK Corporate Governance Code are described below.
Company treats and communicates to all shareholders equally, including minority shareholders, regardless of their shareholdings.
The General Meeting of Shareholders is the highest governing body of the Company. On 20 May 2021, Kazatomprom held the annual General Meeting of Shareholders of the Company in absentia and considered the following agenda items:
In addition, on June 22 and 10 November 2021, Kazatomprom held an Extraordinary General Meetings in absentia. The meetings were convened by the Board of Directors of the Company at the initiative of its major shareholder, Samruk-Kazyna JSC. Composition of the Board of Directors of Kazatomprom JSC was the only issue on the agenda.
Members and the Chairman of the Board of Directors are appointed according to procedures prescribed by the Law of the Republic of Kazakhstan On Joint Stock Companies and the Company's Charter.
Candidates are recruited and selected according to objective criteria and needs for diversity in the composition of the Board of Directors. Only individual can be selected a member of the Board of Directors. The Board members shall be elected from among:
Persons nominated as Board member candidates must have the knowledge, skills, and expertise needed for the Board of Directors to perform its functions effectively and ensure long-term value growth and sustainable development of the Company, as well as an impeccable business and personal reputation.
When selecting Board member candidates, Kazatomprom takes the following criteria into account:
Members of the Management Board, except for the Chairman of the Management Board, may not be elected members of the Board of Directors. Members of the Government of the Republic of Kazakhstan, officials of government authorities may not be appointed to the Board of Directors.
In accordance with the Policy on advanced training for the members of Kazatomprom’s Board of Directors and engagement of external experts by the Board of Directors, the Board decides on advanced training for its members either for all members in general or for its individual members based on:
Recommendations that followed the assessment of Kazatomprom's corporate governance system were given a due consideration when developing training programme for the members of the Board of Directors.
In 2021, Company held training sessions on pressing issues of compliance and risk management.
As of 31 December 2021, the Board of Directors consisted of eight directors, including four independent directors. The Board of Directors is chaired by an independent director 71. This guarantees the respect for rights of minority shareholders.
The composition of the Board of Directors of the Company is balanced in terms of members' qualifications, expertise, knowledge, business qualities, and diversity. Board members have an impeccable business reputation, expertise in the nuclear industry, finance and investment, corporate governance, as well as in other areas important for the management of the Company, including extensive experience in senior roles, as partners and members of the governing bodies of big international companies.
The diversity of the composition and the quota of independent directors are in the limelight. The Board is represented by both men and women, as well as citizens of various countries, which ensures gender and sociocultural diversity.
Independence of the Board of Directors:
Age diversity within the Board, %
30-50
50+
Gender diversity, %
Men
Women
Members of the Board of Directors
Audit
Committee
HSE
Committee
Strategic Planning
and Investment
Committee
Nomination and
Remuneration
Committee
Neil Longfellow
Chairman of the Board of Directors
(independent)
Date of election
201772
Year of birth
1958
Citizenship
United Kingdom
Educational background
Chartered electrical engineer and Fellow of the Nuclear Institute and the Institute of Measurement and Control.
Professional experience
Since 2015 – Independent Consultant to the international nuclear sector.
2013 – Director of Major Projects for the nuclear, oil and gas sectors, Costain PLC, the UK.
2009 – Managing Director of Springfields Fuels Limited and Vice President of the European Fuel Business, Westinghouse Electric Company.
2007 – Deputy Managing Director, British Nuclear Fuels Limited.
1991 – Head of Processing, Sellafield nuclear reprocessing plant in West Cumbria, British Nuclear Fuels Limited.
He started his career in electrical engineering in the UK.
Russell Banham
Member of the Board of Directors
(independent)
Date of election
201873
Year of birth
1954
Citizenship
Australia
Educational background
Bachelor of Commerce degree from the University of New South Wales, fellow of the Institute of Chartered Accountants Australia and New Zealand, and graduate of the Australian Institute of Company Directors.
Professional experience
2018 – Member of the Board of Directors of NAC Kazatomprom JSC.
2011-2014 – Energy and Resources Industry Group Leader of Deloitte CIS, Moscow, Russia.
2007 – Audit Function Leader and Executive Committee member of Deloitte CIS, Almaty, Kazakhstan.
2002-2007 – Advisory Services Practice Leader of Ernst & Young, Brisbane, Australia.
2002 – Audit Partner, Andersen, Australia.
1974 – Auditor, Andersen, Australia.
Marc Kasher
Member of the Board of Directors
(independent)
Date of election
202074
Year of birth
1970
Citizenship
United States
Educational background
1997 – Master of Business Administration from Georgetown University.
1992 – Bachelor of Science in Soviet Studies, Tufts University.
Professional experience
2022 – Member of the Board of Directors and Chairman of the Audit Committee, Softline Digital Lab.
2018-2021 – Independent Director, National Investment Corporation of the National Bank of Kazakhstan.
2013-2019 – Independent Director of Luxoft, Chairman of three committees: Audit Committee, M&A Committee, and Compensation Committee.
2013 – the Founder of Sapiens Advisors.
2010-2013 – Managing Director and Chairman of the Board, PineBridge Investments Russia.
1997 – an Associate Private Equity Officer, AIG Capital Partners (later renamed PineBridge Investments).
Assem Mamutova
Member of the Board of Directors
(independent)
Date of election
202175
Year of birth
1975
Citizenship
Republic of Kazakhstan
Educational background
1999 – Master's degree in economics from the University of Essex, the UK.
1997 – graduate of Al-Farabi Kazakh National University.
Professional experience
2013-2022 – President, Ust-Kamenogorsk Titanium Magnesium Plant.
2007 – CFO, Ust-Kamenogorsk Titanium Magnesium Plant.
2002-2007 – Executive Director, National Company Kazakhstan Temir Zholy.
1999-2002 – Senior Economic Advisor of the European Union in London.
Bolat Akchulakov
Member of the Board of Directors
Date of election
202176
Year of birth
1971
Citizenship
Republic of Kazakhstan
Educational background
1993 г. – Bachelor's degree in Economics, Alma-Ata Institute of National Economy.
Professional experience
2021 – Managing Director for Asset Management, Samruk-Kazyna JSC.
2019-2021 – CEO of KAZENERGY Association.
2017-2019 – Vice Minister of Energy of the Republic of Kazakhstan.
2016 – General Director of KAZENERGY Association of Oil and Gas and Energy Sector Entities.
2014-2016 – CEO of Almex Petrochemical.
2012 – Vice Minister of Oil&Gas of the Republic of Kazakhstan.
2010-2011 – General Director of PSA LLP and President of KazMunayGas JSC.
2009 – Managing Director for Energy, Oil&Gas Asset Management, Samruk-Kazyna JSC.
2006-2008 – Vice Minister of Energy & Mineral Resources of the Republic of Kazakhstan.
1993-2006 – work for oil companies and banks: Kazmunaygas, Commonwealth and British Services Ltd., Kazakhoil, and Alem Bank Kazakhstan.
Yernar Zhanadil
Member of the Board of Directors
Date of election
202177
Year of birth
1984
Citizenship
Republic of Kazakhstan
Educational background
2009 – Master's degree from the University of Manchester.
2006 – Bachelor's degree, Accounting and Finance Department, KIMEP University, Almaty.
Professional experience
2022 – Managing Director for Investment, Privatisation, and International Cooperation, Samruk- Kazyna JSC.
2018-2021 – Co-Managing Director for Economics and Finance, Samruk-Kazyna JSC.
2017 – Managing Director for Economics and Finance, Samruk-Kazyna JSC.
2016 – Financial Controller, Samruk-Kazyna JSC.
2010-2016 – Head of the Internal Audit Service.
2006 – Senior Consultant, PricewaterhouseCoopers.
Nazira Nurbaeva
Member of the Board of Directors
Date of election
202178
Year of birth
1975
Citizenship
Republic of Kazakhstan
Educational background
2000 – graduate of Kazakh State Academy of Management in Almaty, majoring in finance and credit.
1997 – Assistant, Tax Department, PricewaterhouseCoopers Kazakhstan.
1996 – Degree in Business Administration from the University of Wisconsin–Platteville Richland.
1994-1998 – Studies at Kazakh State University of International Relations and World Languages.
Professional experience
2021 – Managing Director for Economics and Finance, Samruk-Kazyna JSC.
2020 – Partner of Deloitte TFC, Tax and Legal Services Department.
2017 – Executive MBA from KIMEP in Almaty.
2014 – Director of Tax and Legal Services Department, PricewaterhouseCoopers.
2004-2014 – Senior Manager, Tax and Legal Services Department, PricewaterhouseCoopers.
2003 – Senior Tax Consultant, LUKOIL Overseas Service.
1998-2003 – Tax and Legal Services Department, PricewaterhouseCoopers.
Mazhit Sharipov
Member of the Board of Directors,
Chairman of the Management Board
Date of election
202179
Year of birth
1964
Citizenship
Republic of Kazakhstan
Educational background
A degree in Heat Power Engineering from Nuclear Power Plants and Installations Department, Obninsk Nuclear Power Engineering Institute.
Professional experience
2021 – Chairman of the Management Board, NAC Kazatomprom JSC.
2021 – Chief Director for Nuclear Fuel Cycle, Kazatomprom.
2017 – Managing Director for Nuclear Fuel Cycle, Kazatomprom.
2015 – Director of Nuclear Fuel Cycle Projects, Kazatomprom.
2013-2014 – Chairman of the Atomic Energy Committee of the Ministry of Industry and New Technologies of the Republic of Kazakhstan.
2008-2013 – Director of Nuclear Energy and Industry Department, the Ministry of Energy and Mineral Resources of the Republic of Kazakhstan, the Ministry of Industry and New Technologies of the Republic of Kazakhstan, and the Atomic Energy Agency of the Republic of Kazakhstan.
1992-2008 – various positions in the Atomic Energy Agency of the Republic of Kazakhstan, later transformed into the Atomic Energy Committee of the Ministry of Energy and Mineral Resources of the Republic of Kazakhstan.
1988 – Engineer, the Operation Service of the Experimental Reactor, the Institute of Nuclear Physics of the Academy of Sciences of the Kazakh SSR.
On 20 May 2021, the Annual General Meeting of Shareholders decided to appoint Assem Mamutova an independent director and a member of the Board of Directors of the Company.
On 22 June 2021, the Extraordinary General Meeting of Shareholders terminated early the powers of the following Board members who represented Samruk-Kazyna JSC: Beybit Karymsakov, Almasadam Satkaliyev, and Kanat Kudaibergen, and appointed Bolat Akchulakov, Ernar Zhanadil, and Nazira Nurbayeva the Board of Directors members.
On 10 November 2021, the Extraordinary General Meeting of Shareholders terminated early the powers of Galymzhan Pirmatov, a member of the Board of Directors of the Company and appointed Mazhit Sharipov a member of the Board of Directors of the Company.
There were no refusals or any agreements on the refusal by members of the Board of Directors from remuneration or future remuneration.
In 2021, the Board of Directors met 14 times (13 in-presentia meetings) to consider 234 issues.
The attendance of meetings by Board members was 100% on average in 2021.
Meetings attendance by members of the Board of Directors
Name | 18 Feb 2021 | 15 Mar 2021 | 01 Apr 2021 | 07 Apr 2021 | 05 May 2021 | 20 May 2021 | 24 Jun 2021 | 06 Aug 2021 | 25 Aug 2021 | 03 Sept 2021 | 24 Sept 2021 | 06 Oct 2021 | 04 Nov 2021 | 18 Nov 2021 | % |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Neil Longfellow | + | + | + | + | + | + | + | + | + | + | + | + | + | + | 100 |
Russell Banham | + | + | + | + | + | + | + | + | + | + | + | + | + | + | 100 |
Marc Kasher | + | + | + | + | + | + | + | + | + | + | + | + | + | + | 100 |
Assem Mamutova | - | - | - | - | - | + | + | + | + | + | + | + | + | + | 100 |
Bolat Akchulakov | - | - | - | - | - | - | + | + | - | + | + | + | + | + | 88 |
Yernar Zhanadil | - | - | - | - | - | - | + | + | + | - | + | + | + | + | 88 |
Nazira Nurbaeva | - | - | - | - | - | - | + | + | + | + | + | + | + | + | 100 |
Mazhit Sharipov | - | - | - | - | - | - | - | - | - | - | - | - | - | + | 100 |
The most pressing issues considered by the Board of Directors in 2021:
The performance of the Board of Directors is subject to external independent evaluation every three years. As part of the general assessment of the Company’s corporate governance, the Board's performance was evaluated and rated “A” in 2021. Evaluation of the Board of Directors took into account the sustainable development issues, and these recommendations were included in the Corporate Governance Improvement Plan.
The assessment process included:
The Board of Directors has four committees:
Audit
Committee
Production
Safety (HSE)
Committee
Strategic Planning
and Investment
Committee
Nomination and
Remuneration
Committee
The Committees 80 are accountable to the Board of Directors in line with their mandate granted by the Board of Directors and the relevant Regulations on the Committees. Members of the Committees are elected by the decision of the Board of Directors in accordance with the Law On Joint Stock Companies, the Code of Corporate Governance of Samruk-Kazyna JSC, and Kazatomprom Charter.
Report of the HSE Committee
Composition of the Committee and quantity of meetings
Name | Meeting attendance, % | Reasons for absence |
---|---|---|
Neil Longfellow, Chairman | 100 | |
Russell Banham | 100 | |
Kanat Kudaibergen | 100 | Resigned from the Board on 22 June 2021 |
Assem Mamutova | 100 | Appointed to the Committee on 24 June 2021 |
in-presentia meetings in 2021
issues considered
Report of the Audit Committee
Composition of the Committee and quantity of meetings
Name | Meeting attendance, % | Reasons for absence |
---|---|---|
Russell Banham, Chairman | 100 | |
Neil Longfellow | 100 | Resigned from the Committee on 20 May 2021 |
Marc Kasher | 100 | |
Assem Mamutova | 100 | Appointed to the Committee on 20 June 2021 |
in-presentia meetings in 2021
issues considered
Q1:
Q2:
Q3:
Q4:
Report of Strategic Planning and Investment Committee
Composition of the Committee and quantity of meetings
Name | Meeting attendance, % | Reasons for absence |
---|---|---|
Neil Longfellow, Chairman | 100 | |
Russell Banham | 100 | |
Marc Kasher | 100 | Resigned from the Committee on 24 May 2021 |
Almasadam Satkaliyev | 25 | Resigned from the Board on 22 June 2021 |
Assem Mamutova | 100 | Appointed to the Committee on 20 June 2021. Excluded from the Committee on 24 May 2021 |
Yernar Zhanadil | 25 | Appointed to the Committee on 22 June 2021 |
in-presentia meetings in 2021
issues considered
Q1:
Q2:
Q3:
Q4:
Report of Nomination and Remuneration Committee
Composition of the Committee and quantity of meetings
Name | Meeting attendance, % | Reasons for absence |
---|---|---|
Marc Kasher, Chairman | 100 | |
Neil Longfellow | 100 | |
Russell Banham | 100 | Resigned from the Committee on 20 May 2021 |
Beybit Karymsakov | 33 | Resigned from the Board on 22 June 2021 |
Assem Mamutova | 100 | Office in the Committee assumed on 20 June 2021 |
Bolat Akchulakov | 100 | Office in the Committee assumed on 24 June 2021 |
in-presentia meetings in 2021
issues considered
Q1:
Q2:
Q3:
Q4:
The Management Board is Kazatomprom's executive body acting in line with the laws of the Republic of Kazakhstan, Articles of Association, Corporate Governance Code, and the Regulations on the Management Board. These documents outline the role and accountability of the Management Board, as well as the rights and responsibilities of the Management Board members.
Matters reserved for the Management Board are:
The Management Board saw changes in the reporting period.
From 1 January 2021, the Management Board included six members.
Name | Position | Year of joining |
---|---|---|
Galymzhan Pirmatov | Chairman of the Management Board | 2009 |
Dauren Kunanbayev | Chief Operations Officer | 2011 |
Birzhan Duisembekov | Chief Strategy and Development Officer | 2017 |
Beksultan Bekmuratov | Chief HR and Transformation Officer | 2018 |
Marat Yelemesov | Managing Director for Legal Support and Risks | 2018 |
Kamila Syzdykova | Chief Economic and Financial Officer | 2009 |
The Management Board included the following members from 25 April 2021.
Name | Position | Year of joining |
---|---|---|
Galymzhan Pirmatov | Chairman of the Management Board | 2009 |
Mazhit Sharipov | Chief NFC Officer | 2015 |
Kamila Syzdykova | Chief Economic and Financial Officer | 2009 |
Askar Batyrbaev | Chief Commerce Officer | 2006 |
Birzhan Duisembekov | Chief Strategy and Development Officer | 2017 |
Beksultan Bekmuratov | Chief HR and Communications Officer | 2018 |
Marat Yelemesov | Managing Director for Legal Support and Risks | 2018 |
On 20 May 2021 the following members joined the Management Board.
Name | Position | Year of joining |
---|---|---|
Askar Kasabekov | Chief Operations Officer | 1999 |
Alibek Aldongarov | Chief Transformation Officer | 2017 |
On 24 September 2021, the Board of Directors decided to reconfigure the Management Board with the following members.
Name | Position | Year of joining |
---|---|---|
Mazhit Sharipov | Chairman of the Management Board | 2015 |
Aslan Bulekbay | Chief Operations Officer | 2021 |
Dosbolat Sarymsakov | Chief NFC Officer | 2011 |
Kamila Syzdykova | Chief Economic and Financial Officer | 2009 |
Askar Batyrbaev | Chief Commerce Officer | 2006 |
Yerlan Tuleugozhin | Chief Strategy and Development Officer | 2018 |
Alibek Aldongarov | Chief HR and Transformation Officer | 2017 |
Marat Yelemesov | Managing Director for Legal Support and Risks | 2018 |
Mazhit Sharipov
Chairman of the Management Board
Year of birth
1964
Citizenship
Republic of Kazakhstan
Educational background
A degree in Heat Power Engineering from Nuclear Power Plants and Installations Department, Obninsk Nuclear Power Engineering Institute.
Professional experience
September 2021 – present – Chairman of the Management Board, NAC Kazatomprom JSC.
January 2021 – September 2021 – Chief Director for Nuclear Fuel Cycle, Kazatomprom.
2017 – 2020 – Managing Director for Nuclear Fuel Cycle, Kazatomprom.
2015 – 2017 – Director of Nuclear Fuel Cycle Projects, Kazatomprom.
2013 – 2014 – Chairman of the Atomic Energy Committee of the Ministry of Industry and New Technologies of the Republic of Kazakhstan.
2008 – 2013 – Director of Nuclear Energy and Industry Department, the Ministry of Energy and Mineral Resources of the Republic of Kazakhstan, the Ministry of Industry and New Technologies of the Republic of Kazakhstan, and the Atomic Energy Agency of the Republic of Kazakhstan.
1992 – 2008 – various positions in the Atomic Energy Agency of the Republic of Kazakhstan, later transformed into the Atomic Energy Committee of the Ministry of Energy and Mineral Resources of the Republic of Kazakhstan.
1988 – 1992 – an Engineer, the Operation Service of the Experimental Reactor, the Institute of Nuclear Physics of the Academy of Sciences of the Kazakh SSR.
Aslan Bulekbay
Chief Operations Officer
Year of birth
1982
Citizenship
Republic of Kazakhstan
Educational background
A degree in Mining Engineering from Satbayev University, postgraduate programmer of Data Science and Machine Learning at the McComb School of Business, University of Texas. He is currently continuing his studies under the PhD programme (Petroleum Engineering) at Robert Gordon University (Aberdeen, Scotland).
Professional experience
September 2021 – March 2022 – Chief Operations Officer, Kazatomprom
2013 – 2021 – various positions in international companies: OMV Exploration & Production (Vienna, Austria), Saudi Aramco (Saudi Arabia), and DNO Exploration and Production (Dubai, UAE).
2009 – 2013 – a Senior Lecturer, Kazakh-British Technical University, CEO of Bulekbay Consulting, Vice Chairman of the Board, Kazgeology.
2004 – 2012 – an Inflow Intensification Engineer, Halliburton Energy Services.
Dosbolat Sarymsakov
Chief NFC Officer
Year of birth
1971
Citizenship
Republic of Kazakhstan
Educational background
A degree in Physics from Al-Farabi Kazakh National University, a degree in International Relations from the Diplomatic Academy of the Ministry of Foreign Affairs of the Republic of Kazakhstan.
Professional experience
2021 – present – Chief NFC Officer.
2017 – 2021 – Director of Nuclear Fuel Cycle Projects, Kazatomprom.
2011 – 2017 – Manager of Nuclear Fuel Cycle Projects, Kazatomprom.
2008 – 2011 – Executive Director of Nonproliferation Centre.
1996 – 2011 – an Engineer at the Institute of Atomic Energy of the National Nuclear Centre of the Republic of Kazakhstan; a Manager at the Institute for Nonproliferation (later renamed Nonproliferation Centre).
May 1995 – December 1995 – a Lead Specialist, the Ministry of Industry and New Technologies of the Republic of Kazakhstan.
Kamila Syzdykova
Chief Economic and Financial Officer
Year of birth
1981
Citizenship
Republic of Kazakhstan
Educational background
Bachelor's degree in business administration from KIMEP University, Executive MBA from Nazarbayev University.
Professional experience
2020 – present – Chief Financial Officer.
2018 – 2020 – Managing Director for Economics and Finance, Kazatomprom.
2012 – 2018 – various positions in Kazatomprom's partner companies, Cameco LLP and UrAsia Energy Holding Ltd, a subsidiary of UraniumOne Uranium Holding. Kamila Syzdykova held senior roles in Halyk Bank of Kazakhstan and Kyzylkum, a subsidiary of NAC Kazatomprom JSC. She started her career in 2002 as a business valuation consultant at Rice Group Central Asia.
Yerlan Tuleugozhin
Chief Strategy and Development Officer
Year of birth
1982
Citizenship
Republic of Kazakhstan
Educational background
A degree in Business Administration from Süleyman Demirel University, Executive MBA degree from KIMEP University, Master's degree in Finance from London Business School.
Professional experience
2021 – present – Chief Strategy and Development Officer.
2020 – Chief Strategy and Development Officer (replacement of an absent employee).
2019 – 2020 – Managing Director for Asset Management, Kazatomprom.
2018 – 2019 – Deputy Executive Director for Finance, JV Katco LLP.
2006 – 2018 – senior roles in JV Kazgermunai LLP and Karazhanbasmunaigas JSC.
2004 – 2006 – an Economist at Embaenergomunai.
Alibek Aldongarov
Chief HR and Transformation Officer
Year of birth
1983
Citizenship
Republic of Kazakhstan
Educational background
A degree in Computer Science, Communication Networks and Switching Systems from Almaty College of Communications, Kazakh-American University; a degree in Multichannel Telecommunication Systems from Satbayev University.
Professional experience
September 2021 – present – Chief Director for HR and Transformation.
May 2021 – Chief Director for Transformation, NAC
Kazatomprom JSC.
Prior to his appointment, he held the position of General
Director of KAP Technology LLP.
Seven-years’ experience in the nuclear industry in senior
roles at Bailanys NAK LLP and KAP Technology LLP.
Extensive experience in the field of telecommunication
systems design in the representative office of Iskratel
LLC, as well as in the field of information system support
and development as the Director of the Technical Support
Department and Vice Chairman of the Board of NBK
Banking Service Bureau JSC.
2004 – he started his career as a linear Structure Electrician at Kazakhtelecom JSC.
Askar Batyrbayev
Chief Commerce Officer
Year of birth
1983
Citizenship
Republic of Kazakhstan
Educational background
Master's degree in Physics from Al-Farabi Kazakh National University. Currently, he is taking an Executive MBA course at Nazarbayev University.
Professional experience
April 2021 – present – Chief Commerce Officer, Kazatomprom.
January 2021 – Chief Marketing Officer.
2019 – 2021 – Managing Director for Marketing and Sales, Kazatomprom.
2017 – 2019 – various senior roles at Kazatomprom.
2006 – 2017 – various positions in marketing, sales and logistics at APPAK LLP and JV Inkai LLP, subsidiaries of Kazatomprom.
2001 – 2004 – a Laboratory Assistant at the Institute of Nuclear Physics of the Republic of Kazakhstan.
Marat Yelemesov
Managing Director for Legal Support and Risks
Year of birth
1985
Citizenship
Republic of Kazakhstan
Educational background
A degree in International Law from Al-Farabi Kazakh National University; Department of Public Policy and Administration, New York State University.
Professional experience
2020 – present – Managing Director for Legal Support and Risks.
2019 – Managing Director for Legal Support and Risks, Kazatomprom.
2018 – Legal Department Director, Kazatomprom.
2013 – 2018 – an Expert, Chief Expert, Head of the Arbitration Department, Deputy Director of the Department, Ministry of Justice of the Republic of Kazakhstan.
2012 – 2013 – work in the Akimat of West Kazakhstan Region, Uralsk.
2009 – he started his career as a GR Specialist, British American Tobacco.
Age diversity within the Management Board, %
30-50
50+
Gender diversity, %
Men
Women
100% of top managers were hired in 2021 from among the local community representatives 81.
in-presentia meetings in 2021
issues considered
Attendance of meetings by Management Board members
Management Board members | Meeting attendance | % | Time of sitting on the Management Board |
---|---|---|---|
Galymzhan Pirmatov | 15 | 34.8 | 1 Jan - 2 Sept 2021 |
Mazhit Sharipov | 30 | 69.7 | 3 Sept - 31 Dec 2021 |
Alibek Aldongarov | 27 | 62.7 | 20 May - 31 Dec 2021 |
Askar Batyrbaev | 25 | 58.1 | 21 Apr - 31 Dec 2021 |
Beksultan Bekmuratov | 26 | 60.4 | 1 Jan - 24 Sept 2021 |
Aslan Bulekbay | 12 | 27.9 | 24 Sept - 31 Dec 2021 |
Birzhan Duisembekov | Study leave | 00.0 | 1 Jan - 24 Sept 2021 |
Askar Kasabekov | 10 | 23.2 | 20 May - 2 Sept 2021 |
Dauren Kunanbayev | 8 | 18.6 | 1 Jan - 4 March 2021 |
Dosbolat Sarymsakov | 10 | 23.2 | 24 Sept - 31 Dec 2021 |
Kamila Syzdykova | 41 | 95.3 | 1 Jan - 31 Dec 2021 |
Yerlan Tuleugozhin | 10 | 23.2 | 24 Sept - 31 Dec 2021 |
Marat Yelemesov | 20 | 46.5 | 1 Jan - 19 Jul 2021 |
According to the Company's Charter, the remuneration of the Board of Directors’ members is established by the General Meeting of Shareholders, while the remuneration of the Chairman and members of the Management Board is established by the Board of Directors. Consultants are not involved in remuneration allocation process.
The procedures, terms and conditions of remuneration payment are outlined in the Company's Management Remuneration, Bonus and Social Support Policy adopted on 28 June 2017. The executive pay and bonus system as now in effect has been developed in line with the recommendations of Samruk-Kazyna JSC, which was the sole shareholder of the Company in 2017.
In 2021, members of the Management Board and independent directors of the Board of Directors at Kazatomprom received a total of KZT 1,088 million in pre-tax remuneration.
Total remuneration paid to members of the Management Board and the Board of Directors, KZT billion
2019 | 2020 | 2021 |
---|---|---|
1.1 | 1.2 | 1.1 |
Key international standards and practices in risk management and internal control applied by the Company:
The existing risk management system was established in 2010 and since then has lied at the core of the Company’s operations and development strategy. The management of the Company believes that accurate and timely risk identification, assessment, monitoring, and response make it possible to effectively make decisions at all levels of management and ensure the achievement of strategic goals and key performance indicators of the Company.
Risk Management Department is the key structural subdivision responsible for methodological guidance and coordination of all risk management efforts. The Risk Management Committee under the Management Board implements the overall management of the system, through reviewing, agreeing and approving key issues. At the level of the Company's subsidiaries and affiliates, there are Risk and Compliance Officers responsible for organizing risk management.
Detailed information about the structure, participants, and powers of participants in the risk management system is outlined in the Risk Management Policy posted on the Company's Internet resource, see Risk Management Policy.
The basis of the Company's risk management system is the risk culture fostered through the engagement of all key subdivisions and stakeholders, as well as the effective exchange of information in the risk management process between the Board of Directors, the Management Board, and the Company's divisions.
To improve the quality of the risk management system, Kazatomprom conducts corporate training on risk management and internal control for heads of subdivisions and other employees who are responsible for risk management, and an annual roundtable discussion dedicated to topical issues with employees responsible for risk management at enterprises.
The risk management and internal control system relies on the three lines model.
As part of ongoing insurance activities, the Company added nine mining SDCs and Trade and Transport Company LLP to its corporate property insurance programme launched in February 2021.
According to the guidelines for uranium sale counterparty risk management, the Company's Management Board approved a list of counterparties and limits for counterparties in relation to uranium sale contracts. According to the list and limits, the Sales Department follows procedures for the sale of uranium products of NAC Kazatomprom JSC and quarterly submits reports on counterparties to the Risk Management Department of the Company. The Risk Management Department conducts an independent risk assessment of counterparties and informs the Board of Directors of the Company as part of its quarterly risk management reports.
In addition, the Company and its subsidiaries and affiliates have a business continuity management system in place, and test business continuity plans on an annual basis.
In April 2021, the Business Continuity Rules were updated to introduce a drill and emergency training mechanism. The Company tested its business continuity plans and conducted drills with subsidiaries and affiliates over the year. Meetings of the Emergency and Epidemic Response Centre took place in 2021.
Under the COSO methodology, all of the Company's identified risks fall into five main categories: strategic, financial, operational, investment, and legal.
Risk registers and maps of subsidiaries and affiliates are developed and approved on an annual basis. Kazatomprom’s risk map is divided into zones of impact and likelihood.
According to the Company's Risk Register, 27 risks were identified for 2021:
A risk is assessed according to its position on the Risk Map:
Risks | |
---|---|
Strategic risks (s) | |
S-1 | Decrease in uranium sales price below target |
S-2 | Increasing social tensions |
S-3 | Failure to implement the company's asset restructuring plan |
S-4 | Reputation risk |
Operational risks (o) | |
О-1 | Failure to meet the uranium product sales plan |
О-2 | Failure to meet the planned uranium mining and/or uranium product output (UPO) |
О-3 | Increase in the cost of products and services above target |
О-4 | Shortage of qualified staff or low qualifications |
О-5 | Compliance risk |
О-6 | Occupational injuries |
О-7 | Economic damage to the Company's group of companies, caused by unfair acts of employees or third parties |
О-8 | Reduced information security |
О-9 | Failure to meet planned production/sales of beryllium, tantalum, niobium and other UMP products |
О-10 | Environmental risk |
О-11 | Risk of a pandemic |
Legal risks (l) | |
L-1 | The occurrence of legal consequences of non-compliance/different interpretations of legislation |
Financial risks (f) | |
F-1 | Liquidity deficit |
F-2 | Credit risk vis-à-vis counterparty banks |
F-3 | Failure to perform on issued guarantees and on obligations that do not have the legal form of a guarantee |
F-4 | Currency risk |
F-5 | Interest rate risk |
F-6 | Non-compliance with covenants under loan and guarantee agreements |
F-7 | Counterparty default risk |
Investment risks (i) | |
I-1 | Failure to meet the planned targets for the implementation of the FA project in Kazakhstan |
I-2 | Untimely performance / non-performance of Kazatomprom's Digitalisation and Transformation Strategy/ Digital Transformation Programme |
I-3 | Untimely implementation of DWH project (Stage 1) |
I-4 | Failure to achieve targets of the Building 600. Reconstruction. Uranium Refining. Ulba Metallurgical Plant JSC. North Site project |
Risks and mitigation measures
Risk | Description | Measures |
---|---|---|
S-1 | Decrease in uranium sales price below target |
|
S-2 | Increasing social tensions |
|
S-3 | Failure to implement the company's asset restructuring plan |
|
S-4 | Reputation risk |
|
O-1 | Failure to meet the uranium product sales plan |
|
O-5 | Compliance risk |
|
O-6 | Occupational injuries |
|
O-8 | Reduced information security |
|
O-9 | Failure to meet planned production/sales of beryllium, tantalum, niobium and other UMP products |
|
O-10 | Environmental risk |
|
O-11 | Risk of a pandemic |
|
I-1 | Failure to meet the planned targets for the implementation of the FA project in Kazakhstan |
|
The management is confident that Kazatomprom has an effective risk management system in place, implementing measures to prevent the materialisation of risks and reduce the consequences of the risk materialisation. Reports on the implementation of preventive measures are generated on a regular basis as part of the risk register.
Risk limitation practices are in place. Level of risk appetite is determined and approved by the Board of Directors on an annual basis. Kazatomprom has introduced tolerance levels to control processes preventing from potential negative financial consequences and reduction of the Company's value.
In 2021, Kazatomprom updated the Rules for setting limits for second-tier banks. Approved by the Board of Directors on 18 November 2021, the rules establish and ensure control over the level of credit risk arising in relation to the Company's counterparty banks.
Key changes and additions related to the limit calculations, the rating model, and the monitoring procedures. The application of supervisory response measures and imposition of sanctions were added as the evaluation criteria into limit calculations and the rating model. Off-balance sheet requirements were included into the credit risk monitoring report. It should be noted that it is unacceptable to set a limit for a counterparty bank in case of a negative opinion of the Compliance Service of the Company.
In addition, Kazatomprom has introduced the routine analysis and assessment of risks in investment projects, as well as in other initiatives submitted by the Company's enterprises for consideration by their governing bodies.
The Company's senior management is directly engaged in risk management on an ongoing basis. In particular, the Risk Management Department prepares quarterly risk management reports for the Management Board and the Board of Directors, disclosing information on materialised risks, preventive and reactive measures taken to reduce risks, projected risks, and financial risks.
Kazatomprom strives to factor in the risks and opportunities in the area of sustainable development in its operations and make informed and ethical decisions related to sustainable development. The Company works to improve its risk management and internal control system and aligning it with ESG factors and the climate change agenda to meet the expectations of socially responsible investors, sustainability promoting communities, and other stakeholders.
ESG risks
ESG area at risk | Risk | Impact | Probability |
---|---|---|---|
Increasing social tensions | |||
|
Strategic risks | 3 | 3 |
Compliance risk (non-compliance with internal or external regulatory requirements/standards) | |||
|
Operational risks | 2 | 3 |
Occupational injuries | |||
|
Operational risks | 4 | 5 |
Reduced information security | |||
|
Operational risks | 3 | 3 |
Environmental risk | |||
|
Operational risks | 2 | 3 |
Risk of a pandemic | |||
|
Operational risks | 4 | 5 |
Our internal control system focuses on risk prevention in three key areas, including financial and management reporting, compliance with legal and internal regulations, and improving the operational efficiency.
Relying on the COSO Internal Control – Integrated Framework standard, the Company's internal control system consists of five interdependent components:
In 2021, the Company developed Kazatomprom Internal Control Policy 82, 83, which outlines key medium-term aspirations and focus areas for the development of the internal control system at Kazatomprom.
As part of the internal control system, the Company regularly implements the following measures:
To implement and promote the principles of segregation of duties (SoD) within SAP Governance, Risk and Compliance, Access Control (GRC AC), the Risk Management Department has been designated as a business owner responsible for the SoD coordination. In 2021, the Company engaged consultants to develop SoD rules and configure SAP GRC AC solutions for the Procurements at the headquarters and Kazatomprom- SaUran LLP. The efforts will continue in 2022-2023.
To improve the internal control procedures undertaken to assure financial reporting in the Company, we developed a methodology in 2021 to assess the design, test operational efficiency, identify and document significant shortcomings/lack of control procedures in financial reporting of Kazatomprom.
In accordance with the methodology, the structural subdivisions, involved in the preparation of financial statements, updated the risk and process control matrixes. The Risk Management Department of the Company has updated the description of controls in the risk and control matrix and assessed the effectiveness of the design of controls. Evaluation of the effectiveness of the design of controls showed that the control procedures were properly designed and implemented to mitigate risks in the preparation of financial statements, and are sufficient for the corresponding risks.
As part of the internal control system, the Company regularly implements the following measures:
Company has an independent Internal Audit Service (the IAS) accountable directly to the Board of Directors. The Board of Directors determines the composition of the Service, the remuneration of its staff, and approves the internal audit policies and procedures, as well as the annual audit plan and budget.
In 2019, the Extraordinary General Meeting of Shareholders decided to engage PricewaterhouseCoopers LLP as an auditor of the Company. The total auditor’s fee for audit services under the audit contract for 2020-2022 is KZT 908,005,400 (nine hundred eight million five thousand four hundred, incl. VAT.
The auditor assured the company's financial statements 2021.
Kazatomprom's total issued shares, including global depositary receipts (GDRs), is 259,356,608, with 64,839,152 shares/GDRs currently on free float, which makes 25%. Samruk-Kazyna JSC holds 75% of the issued capital, or 194,517,456 shares.
Percentage of issued shares issued and free float
Share of NWE Samruk-Kazyna
JSC shares
Free float/GDR share
As part of Comprehensive Privatisation Plan 2016-2020 approved by the Government of Kazakhstan, Kazatomprom sold 25% of its shares through initial and secondary public offerings on AIX (shares and global depositary receipts) and the London Stock Exchange (global depositary receipts) in 2018-2020.
As a result, the shareholding of the majority shareholder, Samruk-Kazyna JSC, is 75%.
Listing data
Instrument | Currency | ISIN | AIX | LSE | KASE |
---|---|---|---|---|---|
Ordinary shares | KZT | KZ1C00001619 | KAP | – | – |
GDRs | USD | US63253R2013 | KAP.Y | KAP | – |
Bonds | KZT | ISIN KZ2C00006153 | - | – | KZAPb2 |
Kazatomprom works consistently to build a positive image and business reputation of the Company, as well as to inform stakeholders about the Company's operations through external and internal communications channels.
Kazatomprom has an Information Disclosure Council, the Information Disclosure Policy and Rules, Communications Strategy and other internal regulations in place.
Pursuing the Policy, Kazatomprom follows fundamental principles:
To ensure the exercise of equity rights and the effective shareholder engagement, the Company operates several communication channels:
Kazatomprom recognises the role of high professional and ethical business standards and transparency of operations. We have a zero-tolerance policy for corruption. Corruption prevention is among the Company's priorities. Corrupt actions impede the development of business, and therefore Kazatomprom seeks to prevent these violations.
The Anti-Corruption and Anti-Fraud Policy is the key document that defines major anti-corruption measures, goals, and principles of NAC Kazatomprom JSC.
Company has approved anti-corruption principles underlying the corresponding strategy. Compliance with these principles is key to effective operations of the Company in the present and to its sustainable development in the future.
The general principles of employees' conduct in relations with other team members, business partners, shareholders, government agencies and other stakeholders are enshrined in the Kazatomprom Code of Ethics and Compliance.
Corporate values lie at the heart of the Code. As the backbone of the Group's corporate culture and employees' unity of views and actions, the values contribute to the effective achievement of the Company's goals.
Every employee of the Company must adhere to the Code of Ethics and Compliance, regardless of their position.
This Code is binding on the management and third parties related to the Company. All employees of the Company get familiar with the Code of Ethics and Compliance when they are hiring and when the Code is amended.
Company thus promotes ethical values and helps instil the ethical standards in daily activities not only at Kazatomprom JSC, but also by suppliers.
To raise employees’ awareness about compliance and the latest changes in anti-corruption laws, NAC Kazatomprom JSC conducts regular compliance and anti-corruption training sessions. In 2021, the Company held eight outreach events on compliance and anti-corruption for employees of the central office, subsidiaries and affiliates. In particular, a meeting was held for production staff to discuss fight against corruption, with the participation of the Company's management and CEOs of subsidiaries and affiliates.
In September 2021, each of the companies under Kazatomprom’s umbrella conducted annual employee testing on the principles of ethics. The responses analysed to identify areas of poor or insufficient understanding translated into a training schedule for the next year to improve knowledge.
There is a standing column on compliance in the QazatomNews corporate magazine.
Kazatomprom has the Hotline in place that is designed to receive reports from the Company's employees and third parties on corruption and fraud-related issues, violations of the Code of Ethics and Compliance, and other non-compliance with the laws regulating the Group's operations.
Anyone can report violations, using the following channels:
Telephone:
8 800 080 4747
An online form on the website:
Email:
The Hotline received 55 reports in 2021. All the reports were reviewed within the time established by the laws of the Republic of Kazakhstan and internal documents of the Company.
Topics raised in reports, %
Topics | 2020 | 2021 |
---|---|---|
Procurement | 49 | 25 |
HR issues | 38 | 53 |
Other | 13 | 22 |
Kazatomprom has the Office of the Ombudsman responsible for consulting employees on the Code of Corporate Ethics, initiating procedures to consider disputes over violations of the Code, participating in their settlement, and promoting compliance with business ethics by employees.
Every employee can contact the Ombudsman through special communication channels: the helpline, internal communication channels at subsidiaries and affiliates, and WhatsApp mobile application, e-mail of the Ombudsman.
Topics raised in reports, q-ty
Topics | 2021 |
---|---|
Discrimination | 3 |
Pay | 4 |
Employee rights | 9 |
Violations of ethics | 2 |
Poor quality of meals | 3 |
Other | 2 |
In H2 2021, the Ombudsman's office conducted its annual anonymous survey among employees of the subsidiaries and affiliates. The anonymous survey was structured into three main blocks, which diagnose knowledge of the Code of Ethics and Compliance, the state of the moral and ethical climate within a team and awareness of the possibility of resolving conflicts at work.
The anonymous survey also provided an opportunity to identify the level of employees' awareness of the possibility to protect their rights and interests, the state of anxiety within a team, the manifestation of discrimination, and the existing problems in communication with managers. In total, 72.34% of respondents at Kaztomprom believe that their relations with colleagues rely on mutual respect and management behaves correctly with employees.
According to the survey, 86.52% believe that the Ombudsman acts in accordance with the principles of independence and neutrality when dealing with complaints. In total, 92.88% of survey participants say they are aware of the possibility to contact hotline in case of unethical behaviour by colleagues or supervisors.
In March 2021, training classes titled “A Negotiator. Negotiations at Production Plants” were organised for the Ombudsmen of the subsidiaries and affiliates to introduce international negotiation practices to trainees. Trainees reviewed various cases regarding conflicts within teams, and learned how to negotiate with protesters and aggressive employees.
In May 2021, Company conducted mediation training that helped the Ombudsmen improve their mediation skills and reinforce their knowledge in conflict resolution at work.
Kazatomprom's Code of Ethics and Compliance obliges employees report a conflict of interest, if any, according to procedures established by internal documents.
All potential or actual conflicts of interest are carefully analysed, and measures are developed to minimise the risks arising from the conflicts of interest.
Moreover, Kazatomprom has Regulations on the settlement of corporate conflicts and conflicts of interest in place. The document outlines causes of corporate conflicts and conflicts of interest, prevention procedures, as well as regulates conflict settlement actions of the Company's bodies.
Company’s approach to stakeholder communications excludes any form of bribery or corruption and applies to relations with both private entities and government authorities.
As per the Code of Ethics and Compliance, Kazatomprom does not make any payments to political parties, organisations, or their representatives, nor does it participate in political activities. Acting privately, employees may support and make contributions to political parties.
No valuables, products, services, and benefits may be received or provided to influence decision-making, as prescribed by the Regulations on giving and receiving gifts and branded souvenirs, as well as the Law of the Republic of Kazakhstan On the Civil Service of the Republic of Kazakhstan and the Law On Combating Corruption.
Kazatomprom is engaged in charity work and philanthropic activities though through the Samruk- Kazyna Trust Social Development Fund, which implements socially significant projects through competitive selection.