Board activities during 2020
- The Strategy and Portfolio Management Committee (SPMC): 5 individual meetings, 84 issues
- The Nomination and Remuneration Committee (NRC): 12 individual meetings, 88 issues
- The Audit Committee (AC): 9 individual meetings, 108 issues
- The Health, Safety, Environment and Sustainable Development Committee (HSE&SD): 4 individual meetings, 40 issues
- The Finance Committee (FC): 3 individual meetings, 23 issues
In 2020, the Board of Directors placed particular focus on updating the Company’s Development Strategy, ensuring its financial stability, overseeing investment project management and sustainability issues, improving corporate governance, internal audit and risk management, developing management KPIs, and driving digital transformation as well as safety and well-being of employees.
|Reports||Strategic issues||Corporate governance issues||Transaction issues|
| || || || |
|Issues related to subsidiaries and associates||Approval of internal regulations||HR and compensation||Issues related to divisions of the Board of Directors|
| || || || |
Strategic session 2020
On 20 November 2020, a strategic session (a special meeting of the Board of Directors to discuss the Development Strategy) was held to review the implementation of KMG’s Development Strategy until 2028, approved in 2018, taking into account changes in the external environment and crisis response. There was a positive discussion of the most pressing issues between members of KMG’s Board of Directors and the Management Board. In particular, the discussion touched upon the current version of KMG’s Development Strategy, the existing supply chain, improving performance and transforming KMG’s operations and asset portfolio, possible business diversification, and KMG’s long-term sustainable development.
Follow-up on KMG’s key issues
To oversee the implementation of KMG’s strategic initiatives and ensure timely corrective actions, KMG’s Board of Directors requires the Chairman of KMG’s Management Board to report regularly on key changes in the Group’s operations and give other updates on HSE issues, interim financial and operating results, interested-party transactions approved by the Management Board, progress on implementation of the Group’s strategy, KPIs achievement, investment projects implementation, as well as follow-up reports on KMG’s consolidated Development Plan, risk reports, reports from the Board Committee chairs, follow-up reports on resolutions of the Board of Directors, and performance reports submitted by functions reporting to the Board of Directors.
At every meeting, the Board of Directors’ Strategy and Portfolio Management Committee considers and discusses progress reports on major oil and gas projects (Kashagan, Karachaganak and Tengiz), as well as on transformation and privatisation programmes.
|Member of the Board of Directors||Board and Committee meetings in 2020 The first figure shows the number of meetings attended by a member of the Board of Directors, and the second figure is the total number of meetings they were entitled to attend|
|Board of Directors||Audit Committee||Nomination and Remuneration Committee||Strategy and Portfolio Management Committee||Finance Committee||Health, Safety, Environment and Sustainable Development Committee|
| Stephen ||7/7||6/6||8/8||3/3||3/3||2/2|
| Philip ||7/7||6/6||8/8||3/3||3/3||2/2|
| Luís ||7/7||6/6||8/8||3/3||3/3||2/2|
| Baljeet ||7/7||–||–||3/3||3/3||–|
| Philip ||9/9||3/3||4/4||2/2||–||–|
| Timothy ||9/9||3/3||–||2/2||–||2/2|
Chairman of the Board of Directors and his role
Chairman of the Board of Directors is responsible for providing overall leadership for the Board of Directors, ensuring that the Board of Directors fully and effectively fulfils its main roles and builds a constructive dialogue between Board members, major shareholders and the Management Board. Chairman of the Board of Directors is an independent director.
Independent directors and their role
Independent directors meet all statutory independence criteria, as well as the Rules for the formation of the composition of the Board of Directors of Samruk-Kazyna JSC and the Code.
In line with global best practices, the Company seeks to ensure that its independent directors meet high standards, and hereby declares that there are no other circumstances which are likely to impair, or could appear to impair, its directors’ independence. Independent directors play a significant part in the activities of the Board of Directors – they represent the majority of Board Committee members and chair the Committees.
Succession planning for the Board of Directors, induction and development
The Company has developed the Succession Policy and Succession Plan for Members of KMG’s Board of Directors. A meeting of the Nomination and Remuneration Committee has resolved to review these documents based on the Board of Directors’ performance evaluation.
KMG has in place an Induction Programme for new members of its Board of Directors, approved by the Board of Directors in 2017. In June 2020, the Board of Directors resolved to supplement the Programme with the requirement to hold meetings with heads of the Company’s functional units, as well as meetings with Board Committee chairs. The Corporate Secretary monitors the Programme implementation, i.e. the actual completion of all relevant procedures by new members of the Board of Directors. During 2020, P.M. Holland and T.G. Miller, new members of the Board of Directors, completed the induction procedure in line with the Programme. As per their request, meetings with heads of the Company’s functional units were arranged for them. In addition, Chairman of the Board of Directors C.J. Walton held a conference call with new members of the Board of Directors to discuss the Programme’s organisational aspects.
Members of the Board of Directors continuously improve their qualifications and provide information about completed trainings to be posted on the Company’s website.