Board of Directors

The Board of Directors of ERG provides direction to the Group for all aspects of Corporate Governance and Compliance.

Members

The Board is comprised of two representatives of the Government of Kazakhstan and three founder shareholders of the Group.

Dr Alexander Machkevitch

Chairman of the Board
of Directors

Mr Alijan Ibragimov

Member of the Board
of Directors

Mr Patokh Chodiev

Member of the Board
of Directors

Mr Bakhyt Sultanov

Minister of trade and integration
of the Republic of Kazakhstan

Mr Beibut Atamkulov

Minister of Industry and Infrastructure
Development of the Republic of Kazakhstan
Board Committees

The role of the Audit Committee is to monitor the integrity of the financial reporting by the Group, to review the Group’s internal control and risk management systems, to monitor the effectiveness of the Group’s internal audit function and to oversee the relationship with the Group’s external auditors who are invited to attend meetings of the Audit Committee on a regular basis.

The Committee includes at least two members, one of whom should represent the Government of the Republic of Kazakhstan.

The Compliance Committee aims to ensure that ERG is fully compliant with the laws and regulations in the regions and jurisdictions where the Group’s entities operate. The role of the Committee is to review, oversee and approve the ERG’s Compliance systems, policies and controls; and to monitor the effectiveness of its Compliance function.

The Committee includes at least two members, one of whom represents the Government of the Republic of Kazakhstan.

The role of the Remuneration Committee is to establish a framework for setting and maintaining at appropriate levels the remuneration of ERG’s officers and senior executives and to make recommendations to the Board.

As part of this activity, the Committee approves the ERG Remuneration Policy, oversees any major changes in the employee benefit structure throughout the Group and provides guidance to the Board and the company’s management in setting the levels of remuneration for the Group. Within the terms of the agreed Remuneration Policy and in consultation with the Chairman of the Board of Directors and/or CEO as appropriate, the Committee makes recommendations to the Board on the total individual remuneration package for each senior executive, including bonuses and incentive payments.

The Committee includes at least two members, one of whom represents the Government of the Republic of Kazakhstan.

The role of the Committee is to assist the Board in its oversight of the development and maintenance of the Company's mission and strategy:

1. Coordination of Group projects, related to the formation and alteration of its mission and/or strategy.

2. Setting strategic goals and build-up of strategic initiatives.

3. Preparation and maintenance of the long-term financial model of the Group.

4. Development of the KPIs for the employees of the Group.

5. Coordination of the organizational transformation and Group architecture set-up.

6. Creation of the strategic staff pool and leadership programmes.

7. Coordination of the sustainability projects.

In relation to M&A projects:

8. The review and discussion of all necessary due diligence on M&A projects.

9. The detailed analysis of M&A projects and the exposure/mitigation of any potential risk that may impact successfull completion of the M&A project, and/or post-acquisition integration of the target.

10. The structuring and implementation of M&A projects.

 

Audit Committee

The role of the Audit Committee is to monitor the integrity of the financial reporting by the Group, to review the Group’s internal control and risk management systems, to monitor the effectiveness of the Group’s internal audit function and to oversee the relationship with the Group’s external auditors who are invited to attend meetings of the Audit Committee on a regular basis.

The Committee includes at least two members, one of whom should represent the Government of the Republic of Kazakhstan.

Compliance Committee

The Compliance Committee aims to ensure that ERG is fully compliant with the laws and regulations in the regions and jurisdictions where the Group’s entities operate. The role of the Committee is to review, oversee and approve the ERG’s Compliance systems, policies and controls; and to monitor the effectiveness of its Compliance function.

The Committee includes at least two members, one of whom represents the Government of the Republic of Kazakhstan.

Remuneration Committee

The role of the Remuneration Committee is to establish a framework for setting and maintaining at appropriate levels the remuneration of ERG’s officers and senior executives and to make recommendations to the Board.

As part of this activity, the Committee approves the ERG Remuneration Policy, oversees any major changes in the employee benefit structure throughout the Group and provides guidance to the Board and the company’s management in setting the levels of remuneration for the Group. Within the terms of the agreed Remuneration Policy and in consultation with the Chairman of the Board of Directors and/or CEO as appropriate, the Committee makes recommendations to the Board on the total individual remuneration package for each senior executive, including bonuses and incentive payments.

The Committee includes at least two members, one of whom represents the Government of the Republic of Kazakhstan.

Sustainable Development and M&A Committee

The role of the Committee is to assist the Board in its oversight of the development and maintenance of the Company's mission and strategy:

1. Coordination of Group projects, related to the formation and alteration of its mission and/or strategy.

2. Setting strategic goals and build-up of strategic initiatives.

3. Preparation and maintenance of the long-term financial model of the Group.

4. Development of the KPIs for the employees of the Group.

5. Coordination of the organizational transformation and Group architecture set-up.

6. Creation of the strategic staff pool and leadership programmes.

7. Coordination of the sustainability projects.

In relation to M&A projects:

8. The review and discussion of all necessary due diligence on M&A projects.

9. The detailed analysis of M&A projects and the exposure/mitigation of any potential risk that may impact successfull completion of the M&A project, and/or post-acquisition integration of the target.

10. The structuring and implementation of M&A projects.

 

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