Achieving the Sustainable Development Goals is our strategic priority. We strive to ensure the well-being of the natural and social environment and economic sustainability. An important success factor in this work is the integration of the principles of sustainable development into the corporate governance system.
The corporate governance structure of the Fund:
GRI 2-9
Our Sole shareholder is the Government of the Republic of Kazakhstan. Its powers include approving the Fund's Development Strategy, appointing directors and a Chairman of the Management Board, approving financial results, and receiving dividends.
The Chairman of the Board of Directors of the Fund is the Prime Minister of the Republic of Kazakhstan.
Sustainable development issues
The management of sustainable development issues is integrated into the corporate governance system so that these issues are considered at various levels, from the highest strategic management body — the Board of Directors — to executive bodies and heads of structural divisions. GRI 2-12
The Board of Directors considers strategic issues in sustainable development, reviews the Sustainable Development Report, and approves it. GRI 2-14
Issues related to the Development Strategy and the Development Plan, including Sustainable Development, are reviewed by the Board of Directors quarterly, and the work’s effectiveness and efficiency are examined. GRI 2-12
The Board of Directors' committees promote in-depth consideration of issues and improve the quality of decisions, especially those related to sustainable development.
The following committees operate under the Board of Directors:
- Audit Committee;
- Strategy Committee;
- Nomination and Remuneration Committee;
- Committee for Monitoring the Implementation of the Transformation Program;
- Specialized Committee. GRI 2-9
The Management Board manages the operational activities of the Fund, solves economic issues, and addresses issues of sustainable development. It is also responsible for the implementation of the strategy. The Management Board reports quarterly to the Board of Directors on the results of the Fund's activities. GRI
2-12 GRI 2-13
The following committees in the field of sustainable development carry out their activities under the Board:
- Committee on Occupational Safety, Industrial Safety, and Environmental Protection;
- Committee on Sustainable Development;
- Scientific and Technical Council;
- Investment and Strategic Committee.
The Fund's portfolio companies are working to improve the quality of non-financial information disclosure and publish non-financial statements annually: a sustainability report or an integrated annual report. We follow the development of existing and new standards in international practice (SASB, TNFD, GRI, ISSB, CDP) and consider their adaptation in the Fund and portfolio companies.
Selection of the Board of Directors
The criteria for selecting and electing members of the Board of Directors, including independent directors and the Chairman of the Board of Directors, are defined in the Fund's Charter, the Corporate Governance Code, and the Regulations on the Board of Directors of the Fund. They also take into account the requirements established by the Law of the Republic of Kazakhstan "On Joint Stock Companies".
The revised Corporate Governance Code recommends that at least 30% of women be included in the Fund Group's Boards of Directors and executive bodies. We aim to double the proportion of women in decision-making bodies within 7 years.
Compliance departments of the Fund Group provide opinions on the compliance of candidates of portfolio companies with criteria20 of independence21, and the presence of affiliation or conflict of interest before including a candidate in the list of candidates for election as members of the Board of Directors/Supervisory Boards. GRI 2-10
The Board of Directors of the Fund is composed of the following persons:
- The first head of the central authorized body for state planning is a representative of the sole shareholder of the Fund;
- Assistant to the President of the Republic of Kazakhstan;
- Three independent directors;
- Chairman of the Board of the Fund. GRI 2-9
In 2023, the Fund's Board of Directors consisted of 7 people, of whom 3 were independent directors, whose share was 43%, corresponding to international best practices. GRI
2-9
The General Meeting of Shareholders elects the members of the Board of Directors based on clear and transparent procedures, taking into account the candidates’ competencies, skills, achievements, business reputation, and professional experience. GRI 2-10
Members of the Board of Directors are elected for a term of up to 3 years; subsequently, subject to satisfactory performance, they may be re-elected for a further term of up to 3 years.
20 The independence criteria are determined by the Law of the Republic of Kazakhstan “On Joint Stock Companies”.
21 In accordance with the Rules for the formation of the composition of the Boards of Directors and Supervisory Boards of companies of Samruk-Kazyna JSC.
Sustainability ratings
To track progress, including in corporate governance, we have introduced and will expand the practice of assessing the Fund's portfolio companies by independent international rating agencies based on ESG criteria.
Our strategic goal is to enter the 70th percentile in terms of ESG rating indicators by 2032 (with intermediate goals of entering the 40th percentile by 2025 and the 60th percentile by 2028).
In 2023, the Fund’s portfolio companies showed excellent results in ESG ratings both among companies in Kazakhstan and on the world stage:
22.9
points
(medium risk)
19.2
points
(low risk)
24.1
points
(medium risk)
32.3
points
(high risk)
54/100
51/100
43/100
32/100
Conflict of Interest Prevention
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We know the importance of preventing conflicts of interest in our activities and decision-making processes. Our Policy on Conflict of Interest Resolution reflects our desire to avoid such conflicts. All employees and directors are aware of their obligations and responsibilities regarding conflicts of interest and fully adhere to the existing Policy.
Remuneration policy for members of the Board of Directors and the Management Board
The Sole Shareholder of the Fund determines the amount and conditions of remuneration to independent directors in accordance with the Charter of the Fund 22. GRI 2-19 GRI 2-20
Remuneration payments to an Independent Director are determined on the basis of conscientious performance of their duties in the interests of the Fund and participation in meetings. GRI 2-19
As a rule, members of the Board of Directors are paid a fixed annual remuneration and additional remuneration for chairing the Board of Directors and participating in and chairing committees of the Board of Directors. GRI 2-19
The remuneration of Management Board members includes permanent and variable components23. The variable component is linked to the fulfillment of medium-term goals and objectives and is set in accordance with the Fund's corporate and functional KPI, approved by the Board of Directors. With regard to performance-based remuneration, clear target measurable efficiencies have been identified. For more information about the remuneration policy and process, see the Fund’s Annual Report for 2023.
22 Third-party consultants are not involved in determining remuneration.
23 Remuneration of members of the Board of Directors and the Management Board does not include bonuses or incentive payments upon employment, termination payments, refunds, pension payments. GRI 2-19
