Committees of the Board of Directors
Members of the Board of Directors involved in the activities of the Board committees focus on an in-depth review and analysis of allied functions, issues and areas. Committee meetings involve invited experts, business leaders, and other stakeholders. Committees make recommendations to the Board of Directors to support its decision making. The Board committees are made up of non-executive directors, and the majority of members are independent directors. The committees are chaired by independent directors.
Committee | Responsibilities |
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Strategy and Portfolio Management Committee | The Committee assists the Board of Directors by considering and making recommendations on:
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Nomination and Remuneration Committee | The Committee assists the Board of Directors by considering and making recommendations on:
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Audit Committee | The Committee assists the Board of Directors by considering and making recommendations on:
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Health, Safety, Environment and Sustainable Development Committee | The Committee assists the Board of Directors by considering and making recommendations on:
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Statement by the Chairman of the Nomination and Remuneration Committee
In 2022, the Committee focused on pursuing effective HR, pay and remuneration policies, succession planning, providing social support and harmonising the corporate culture across the Company. The Committee regularly considered matters related to developing and updating the Succession Plan for Key Positions within KMG Group, and other HR matters.
KMG’s new Strategy for 2022–2031 envisages changes to its operations with an increasing focus on the development of renewable energy sources, which requires transformation of both the Company’s structure and corporate culture. This means that the Company needs to build a pool of employees capable of delivering high performance while responding effectively to external challenges. The goal is to shift to prioritising human capital over resources.
In addition, in the reporting period, the Committee actively engaged with the Company’s management in discussing social issues, including structural reorganisation, compensation and remuneration, as well as mitigation of KMG’s reputational risks. At its meetings, Committee members discussed regional social tensions and strategies to address them. Furthermore, the Committee participated in discussing the HR unit’s workstreams, including the system of efficient personnel management, the headcount management programme, relations with contractors and the succession plan.
The Committee seeks to make consistent and balanced decisions with a view to maintaining social stability at the Company, which remains the Committee’s primary focus.
Philip Holland
Chairman of the Nomination and Remuneration Committee, independent director
Members as of 31 December 2022:
- Philip Holland – Chairman of the Committee since September 2020;
- Christopher Walton – member of the Committee since August 2017;
- Gibrat Auganov – member of the Committee since April 2022;
- Assel Khairova – member of the Committee since June 2022.
Personnel management is essential to the Company’s operational efficiency. The Nomination and Remuneration Committee makes recommendations to the Board of Directors on the matters within its remit relating to the appointment, remuneration, training and development of the Company employees. The key appointment principles require that candidates possess strong qualifications to perform their roles successfully and have the skills needed to pursue the Company’s strategic goals in their area of responsibility.
Succession planning |
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Ongoing and effective performance evaluation |
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Maintenance of an effective HR policy and an effective pay and remuneration framework |
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Statement by the Chairman of the Strategy and Portfolio Management Committee
In 2022, the Committee focused on KMG’s Development Strategy, investment activities and management of its assets, among other things.
The Committee members repeatedly discussed petrochemical projects, the status of the Agreement on Suspension of Terms between Caspian Pipeline Consortium-K, KMG and other shareholders of Caspian Pipeline Consortium-K, construction of a new gas processing plant in Zhanaozen, PMS rollout and financing sources for such projects.
Also, the Committee was monitoring the implementation of KMG’s Digital Transformation Programme by closely reviewing the reports of the Transformation and Digitalisation Department and interacting with Samruk-Kazyna.
At every meeting, the Committee received reports on major fields such as Kashagan, Karachaganak and Tengiz, progress of building and commissioning petrochemical facilities, and the privatisation and divestment programme. At its last meeting, the Committee decided to add regular progress reports on innovations at KMG’s existing projects to its agenda.
KMG is a national oil and gas company carrying out its operations in line with the strategies of the Republic of Kazakhstan and Samruk-Kazyna. With this in mind, the Committee seeks to make consistent and balanced decisions aimed at implementing KMG’s Development Strategy.
Christopher Walton
Chairman of the Strategy and Portfolio Management Committee, independent director
Members as of 31 December 2022:
- Christopher Walton – Chairman of the Committee since June 2022;
- Philip Holland – member of the Committee since June 2022;
- Uzakbay Karabalin – member of the Committee since August 2017;
- Timothy Miller – member of the Committee since September 2020;
- Yernar Zhanadil – member of the Committee since April 2022.
Development strategy, including priority areas |
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Improving investment appeal |
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Effective financial and business planning |
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Monitoring of KMG’s transformation |
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Statement by the Chairwoman of the Audit Committee
In 2022, the Audit Committee continued to monitor the Company’s internal controls, risk management and performance across key functional areas, while also reviewing and challenging, as appropriate, reports and key decisions made by the management. The Committee carried out its work in line with the expectations and functional responsibilities set by the Code and Regulations on the Audit Committee, as well as resolutions of KMG’s Board of Directors.
Every quarter, the Committee reviewed the reports from the management and the external auditor on material accounting matters and decisions. These reviews help the Committee members engage in a substantive dialogue on the reliability, balance and clarity of KMG’s financial statements.
In 2022, the Committee also continued work to improve internal controls and corporate governance. Following an independent review of corporate governance in 2021, KMG’s corporate governance rating was upgraded from “BB” in 2018 to “BBB” in 2021. The upgrade testifies to the Company’s ability to ensure compliance of its corporate governance framework in all materials respects with most of the set criteria and provide sufficient evidence to demonstrate its efficiency. According to the independent consultant, the BBB rating is optimal for the Company to hold an IPO. The Committee regularly reviewed matters related to cybersecurity and preparations for the IPO.
Going forward, we will keep working to increase transparency and efficiency of the Company’s operations.
Assel Khairova
Chairwoman of the Audit Committee, independent director
Members as of 31 December 2022:
- Assel Khairova – Chairwoman of the Committee since 15 June 2022;
- Timothy Miller – member of the Committee since September 2020;
- Philip Holland – member of the Committee since September 2020.
Internal audit |
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Accounting and external audit |
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Internal control and risk management |
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Corporate governance |
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Compliance |
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Review of the reports of local authorities (including tax authorities), external and internal auditors and KMG’s management on compliance with laws |
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Statement by the Chairman of the Health, Safety, Environment and Sustainable Development Committee
In 2022, KMG Group took a number of steps to raise ecological awareness, reduce environmental impact and integrate new ecological requirements and global trends. We are developing a methodology to assess projects in ESG compliance and minimise our carbon footprint. In 2022, the Company managed to reduce emissions by 27% compared to 2019. We are firmly on track to ensure proper disposal of waste, including legacy waste, and remediation of contaminated soil. The Company’s ESG risk rating also improved from 28.4 in 2021 to 28.5 in 2022, which helped us maintain a stable medium risk level despite materialised unmanageable HSE risks. KMG and its HSE & SD Committee recognise a global trend for decarbonisation. The Company has set a target to reduce its direct and indirect greenhouse gas emissions by 15% and cut carbon intensity by at least 10% by 2031 (from the 2019 level). This target is part of KMG’s Development Strategy and Low-Carbon Development Programme for 2022–2031.
Unfortunately, the reporting year saw some accidents at KMG Group, including fatalities. The Company and its HSE & SD Committee paid particular attention to these accidents and will make sure that proper corrective actions are implemented to fully eliminate the underlying root causes.
KMG’s Occupational Health and Safety Policy is driven by our senior management setting the tone at the top in occupational health and safety and engaging every employee in building a robust safety culture. Management teams at KMG and its subsidiaries and associates take a zero tolerance approach to losses and damage caused by accidents (including traffic accidents), emergencies, as well as by the use of alcohol, narcotic drugs, psychotropic and other similar substances.
The Committee introduced the practice of making deep dives into key HSE issues at its meetings. In 2022, it carried out deep dives into five areas, including crisis and disaster management, waste management, implementation of the Memorandum on Legacy Waste Disposal, HSE automation and digitalisation projects, improving group-wide fire safety, and KMG’s environmental initiatives.
The Committee also consistently reviewed COVID-19 status updates at KMG and measures taken across the Group to prevent the spread of the virus. On top of that, we reviewed the progress report on implementing a sustainability system and including relevant principles in KMG’s key business processes.
Achievements and key initiatives of the Company in 2022 across the areas supervised by the HSE & SD Committee:
- On 8 September 2022, the 7th Annual HSE Forum of KMG Group’s CEOs “Industrial Safety leadership. New challenges and approaches” took place. It was attended by members of the Board of Directors and management of KMG, CEOs of subsidiaries and associates, and representatives of Samruk-Kazyna, government agencies and KMG’s foreign partners. The purpose of the forum was to assess the current state of occupational health and safety and environmental protection across KMG Group, exchange experience in employee life and health protection, and to prevent accidents.
- We arrange for regular free of charge medical examinations and vaccination of employees.
Our priority environmental projects include eliminating legacy pollution, reducing emissions and discharges, implementing an automated vehicle monitoring system (Travel Management) and an environmental IT monitoring solution, as well as improving ecological culture and awareness.
The Committee seeks to make consistent and balanced decisions that would foster safe and sustainable development.
Timothy Miller
Chairman of the Health, Safety, Environment and Sustainable Development Committee, independent director
Members as of 31 December 2022:
- Timothy Miller – Chairman of the Committee since September 2020;
- Christopher Walton – member of the Committee since December 2018;
- Uzakbay Karabalin – member of the Committee since May 2019;
- Assel Khairova – member of the Committee since June 2022.
Health, Safety and Environment |
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Sustainable development and ESG ratings |
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Social responsibility |
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Meeting No. and date | Length of meeting | Timothy Miller | Christopher Walton | Uzakbay Karabalin | Assel Khairova | |
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1/2022 | 01.02 | 16:00–17:11 (71 minutes) | + | + | + | |
2/2022 | 01.04 | 16:06–17:06 (60 minutes) | + | + | + | |
3/2022 | 13.06 | 11:00–12:30 (90 minutes) | + | + | + | |
4/2022 | 05.09 | 11:00–12:25 (85 minutes) | + | + | + | + |
5/2022 | 31.10 | 11:00–12:50 (110 minutes) | + | + | + | + |
Participation, % | 100 | 100 | 100 | 100 |