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Samruk Energy
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Corporate 
governance system

A responsible and sustainable development approach is at the heart of the activities of "Samruk-Energy" JSC. The work of the Group is built on the basis of a transparent and effective corporate governance system that complies with the best international and industry practices.

The corporate governance system is aimed at balancing the interests of the shareholder, investors, employees and other stakeholders and contributes to improving operational efficiency, creating long-term value and sustainable development of the Group.

The key goal of corporate governance is to ensure the adoption of balanced and timely management decisions, which is achieved through a clear structure of management and control bodies, the distribution of powers, as well as effective internal control and risk management mechanisms.

Corporate governance covers all levels of the Group and is based on the principles of accountability, transparency, professionalism and business ethics. Particular attention is paid to the role of the Board of Directors, its committees and the Corporate Secretary, as well as regular assessment of the effectiveness of management bodies and officers.

The risk management and internal control system is integrated into business processes, ensuring the Company's sustainability. The Group has a Code of Conduct, compliance mechanisms and feedback channels in place that maintain a high level of trust.

The development of corporate governance is considered as a continuous process aimed at strengthening investment attractiveness, business reputation and long-term growth.

Corporate structure and distribution of responsibilities

GRI 2–9

The Company's Corporate Governance System is based on a clear distribution of roles, powers and responsibilities and includes a structured system of governing bodies. The Board of Directors provides strategic management to the Company, controls the activities of the executive body and protects the interests of the shareholder.

The executive management effectively manages operations, adhering to high standards of business ethics, openness and transparency. The powers of the management bodies and the decision-making procedure are formalised and enshrined in the Group's Charter.

The corporate governance system of "Samruk-Energy" JSC provides:

  • compliance with the established hierarchy in the consideration of issues and management decision-making;
  • a clear delineation of powers and responsibilities between management bodies, officials and employees;
  • timely and high-quality decision-making by the bodies of "Samruk Energy" JSC and its subsidiaries and affiliates;
  • improving the efficiency of processes in the activities of the Group and its subsidiaries and affiliates;
  • compliance with the requirements of the legislation, the Corporate Governance Code and internal regulatory documents of "Samruk Energy" JSC and its subsidiaries and affiliates.

Corporate governance structure

Corporate governance structure
Corporate governance structure
Sole shareholder Establishment, reorganization and liquidation of the CompanyApproval and changing of CharterElection and early termination of powers of the Board of DirectorsReplenishment of the Company's capital, share issueApproval of financial statementsAppointment of external auditorBoard of DirectorsDetermination of business priorities of the CompanyAudit CommitteeApproval and monitoring the execution of the Company's StrategyApproval of the Company's BudgetInternal Audit ServiceCorporate Secretary OfficeCompliance ServiceOmbudsmanBOD CommitteesCommittee on Safety, Labor Protection and Environmental ProtectionNomination and Remuneration CommitteeStrategic Planning CommitteeManagement Board CommitteesRisk CommitteeInvestment and Innovation CouncilPerformance Planning and Evaluation CommitteeCredit CommitteeCommittee on Safety, Labor Protection and Environmental ProtectionManagement BoardFinance ManagementHROperations ManagementStrategy and Sales ManagementRisk Management and Legal SupportTransformation ManagementProcurements ManagementEnvironmental Security and Occupational Safety ManagementStakeholder Engagement ManagementElection and early termination of powers of the Management Board membersMaking decisions on conclusion of major dealsApproval and changing of SA Charters

Samruk-Energy JSC and its subsidiaries and affiliates have approved regulations on management bodies, executive bodies, structural subdivisions, as well as job descriptions for the relevant functions. Compliance with the requirements of these documents ensures a systematic and consistent approach to the organisation of corporate governance processes.

The Group's fundamental internal documents in the field of corporate governance are:

  • Corporate Governance Code of "Samruk-Energy" JSC;
  • Asset Management Policy of "Samruk-Energy" JSC;
  • Regulation on interaction with subsidiaries and affiliates of "Samruk-Energy" JSC;
  • Roadmap for improving the sustainable development management system for 2025-2026.
Energy infrastructure and renewable energy

Main policies of "Samruk-Energy" JSC in the field of corporate governance

DocumentLatest Version Effective Date
Charter of "Samruk-Energy" JSC26.01.2023
Corporate Governance Code of Samruk-Kazyna JSC03.07.2025
Corporate Governance Code of "Samruk-Energy" JSC06.08.2025
Plan for the implementation of the Corporate Governance Code in "Samruk-Energy" JSC group of companies12.09.2025
Code of Conduct of "Samruk-Energy" JSC25.12.2023
Regulations on the Board of Directors24.02.2020
Regulations on the Strategic Planning Committee of the Board of Directors14.07.2022
Regulations on the Audit Committee of the Board of Directors25.05.2018
Regulations on the Nomination and Remuneration Committee of the Board of Directors25.05.2018
Regulations on the Health, Safety and Environmental Protection Committee of the Board of Directors14.07.2022
Policy on Professional Development and Engagement of External Experts by Members of the Board of Directors24.03.2011
Regulations on the Corporate Secretary27.12.2021
Regulations on the Management Board23.08.2019
Regulations on the Risk Committee29.08.2025
Regulations on the Health, Safety and Environment Committee of the Management Board25.06.2018
Regulations on the Committee for Planning and Evaluation of Activities19.06.2014
Regulations on the Credit Committee13.08.2018
Risk Management Policy26.05.2014
Corporate Management System Policy26.02.2024
Anti-corruption policy of "Samruk-Energy" JSC25.09.2024

In 2025, "Samruk-Energy" JSC ensured a qualitative transition of the corporate governance system to a new level, acting as an active conductor of the updated approaches of "Samruk-Kazyna" Group and state reforms aimed at increasing the independence, transparency and efficiency of the quasi-public sector.

On 3 July 2025, "Samruk-Kazyna" JSC approved the Corporate Governance Code for "Samruk-Energy" JSC. The current version of the Code is the result of a gradual development of the Group's approaches to corporate governance and consolidated the transition to a more mature, independent and transparent governance model.

In comparison with previous editions, the Code significantly strengthens the

  • the role and independence of the Board of Directors, including the expansion of independent oversight practices
  • requirements for the composition and competencies of committees under the Board of Directors
  • transparency and formalisation of procedures for the selection and appointment of members of management bodies
  • Clear delineation of powers between the shareholder, the Board of Directors and the executive body
  • introduction of the principle of non-interference of the shareholder in operating activities
  • integration of ESG approaches into the decision-making system and business processes
  • requirements for gender balance and diversity in the composition of government bodies.

Special attention was paid to the development of the compliance function, increasing the requirements for business ethics and strengthening internal control and risk management mechanisms.

The Corporate Governance Code can be found on the website: https://samruk-energy.kz/images/documents/2025/KKU_2025_ru.pdf

"Samruk-Energy" JSC ensured the practical implementation of the updated corporate governance requirements by adapting internal processes and management practices to the new model. This made it possible to improve the quality of strategic oversight, strengthen accountability and build trust from stakeholders.

On 6 August 2025, the Management Board approved an updated Corporate Governance Code at the Group-wide level, which was adopted as a single standard for subsidiaries and affiliates. Thus, a single corporate space was formed with unified requirements for governance, transparency and reporting.

To ensure the consistent implementation of the provisions of the Code, a comprehensive Action Plan was developed and implemented on 12 September 2025, covering the key elements of the management system and ensuring uniformity of approaches at the level of the Group and subsidiaries and affiliates. As a result, the Company acted as a driver for increasing the maturity of corporate governance and its contribution to long-term value creation and sustainable development.

"Samruk-Energy" JSC consistently adheres to the principles of transparency, accountability, responsibility and fairness. The Group has implemented mechanisms for preventing and resolving conflicts of interest, as well as measures to strengthen the institutional role and independence of the Board of Directors.

The Company follows the best international disclosure practices, ensuring timely and reliable disclosure of financial and non-financial data. Annual and ESG reporting is prepared in accordance with internationally recognised standards, including GRI, which contributes to increased transparency and trust on the part of stakeholders.

Organisational structure of "Samruk-Energy" JSC

GRI 2–6

Organisational structure of Samruk-Energy
Organisational structure
Board of DirectorsCompliance ServiceCorporate Secretary OfficeOmbudsmanInternal Audit ServiceChairman of the Management BoardOffice of the Chairman of the Management BoardOccupational Safety DepartmentSecurity DepartmentHuman Resource Management DepartmentManaging Director for Economics, Finance and DigitalisationManaging Director for GR and DevelopmentStrategy and Economic Analysis DepartmentAccounting and Tax Accounting DepartmentTreasury and Corporate Finance DepartmentHead of the Digitization and AI OfficeDepartment for AI and Digital Technology DevelopmentManaging Director for ProductionGeneration and Fuel DepartmentRES and Distribution Department Department for Energy Efficiency, Innovation Development and Environmental SafetyChief Investment OfficerCo-Chief Investment OfficerProject OfficeCo-Managing Director for DevelopmentMarket Analysis and Development DepartmentGR and Legislative Initiatives DepartmentManaging Director for LegalSupport and Asset ManagementLegal support departmentCorporate Governance andSustainable Development DepartmentAsset Management DepartmentManaging Director forCollateral and RiskProcurement Management DepartmentRisk Managementand Internal Control DepartmentAdministrative Department

The current organisational structure as of 31 December 2025 was approved by the resolution of the Board of Directors of the Company dated 20 June 2025 (Minutes No. 10/25), and the number of employees of the Company in the amount of 177 (one hundred seventy-seven) units was approved by the resolution of the Board of Directors dated 5 November 2025 (Minutes No. 19/25).

In order to successfully implement artificial intelligence, ensure proper management and control over the implementation of the Company's IT projects, as well as optimise the asset management structure, the following changes were made to the Company's organisational structure in 2025

  1. Renaming of the position of Managing Director for Economics and Finance to the position of Managing Director for Economics, Finance and Digitalisation.
  2. Renaming of the position of Managing Director for GR, Development and IT to the position of Managing Director for GR and Development.
  3. Creation of the position of Head of the Office "Digitalisation and AI" with direct reporting to the Managing Director for Economics, Finance and Digitalisation.
  4. Renaming of the IT and Business Architecture Department to the Department of AI and Digital Technologies Development and its transfer to the Managing Director's Unit for Economics, Finance and Digitalisation.
  5. Strengthening of the Asset Management Department with 1 (one) additional staff position.

Corporate governance in "Samruk-Energy" JSC group of companies

In "Samruk-Energy" JSC, asset management is carried out within the framework of the Asset Management Policy aimed at improving the efficiency, transparency and consistency of management of subsidiaries and affiliates.

Asset management is carried out in accordance with the Development Strategy and is focused on ensuring the strategic consistency of the Group's companies, their financial stability and improving operational efficiency. The priorities are the introduction of modern approaches to corporate governance, the development of risk management and internal control systems, as well as the integration of ESG principles.

The key objective is to strengthen energy security and improve the efficiency of production facilities by optimizing the structure of assets, modernizing infrastructure and implementing the principles of sustainable development, which forms the basis for long-term growth and interaction with shareholders and partners.

The Group's management principles are based on a balance between centralised management and operational independence of companies, transparency and accountability, improving the efficiency, independence and objectivity of management bodies, as well as the integration of ESG factors into the Group's activities.

"Samruk-Energy" JSC forms a unified management policy and approves corporate standards and methodological recommendations in key areas, including personnel management, IT, investments, risks, planning, finance and corporate governance.

Objectives of the Asset Management System:

  • Compliance with the hierarchy of the order of consideration of issues and decision-making;
  • Timely decision-making by corporate bodies of "Samruk-Energy" JSC group of companies;
  • Increase the manageability of processes at the level of subsidiaries and affiliates;
  • Improving the level of corporate governance of subsidiaries and affiliates in accordance with international best practices.

Priority management tools of "Samruk-Energy" JSC Group:

  • Development of corporate governance — formation of professional boards of directors and improvement of the efficiency of the management of subsidiaries and affiliates.
  • Strategic management and control – setting strategic goals, KPIs and monitoring the implementation of development strategies.
  • Standardisation at the Group level is the introduction of uniform policies, standards and methodologies in key areas of activity.
  • Expert support for subsidiaries and affiliates — methodological support, development of competencies and improvement of operational efficiency.
  • Promotion of the Group's interests: protection of the interests of the Company and its subsidiaries, interaction with government agencies, and attraction of investments.
  • Intra-group synergy — the development of cooperation between subsidiaries and affiliates, cost optimisation and the introduction of uniform functional standards.

Key management mechanisms of "Samruk-Energy" JSC Group

Corporate governance and controlFormation of boards of directors with the participation of independent directors, clear delineation of powers between the shareholder, the board of directors and the executive body, regular assessment of the effectiveness of management bodies
Financial and investment controlApproval and monitoring of budgets and financial plans, optimisation of capital structure and investment decisions, control of dividend policy
Risk Management and Internal ControlFunctioning of internal audit and risk management systems, compliance with legislation, ESG standards and anti-corruption requirements, management of key risks
Asset Management & M&AImplementation of privatisation measures, optimisation of the asset portfolio, withdrawal of non-core and low-efficiency assets
Integration of ESG and sustainabilityIntegration of ESG criteria into management and operational processes, disclosure of non-financial information in accordance with GRI and TCFD standards, control of environmental and social requirements in subsidiaries and affiliates
Human capital development and continuityImplementation of management development programmes, formation of professional boards of directors taking into account the principles of diversity, development of corporate culture
Digitalisation and operational efficiencyImplementation of digital and analytical solutions, automation of business processes, improving energy efficiency and introducing innovations
Stakeholder EngagementSystematic dialogue with shareholders, investors and government agencies, development of partnerships and attraction of investments, implementation of a communication strategy
Monitoring and AuditingConducting internal and external audits, assessing compliance with financial and environmental requirements

Corporate governance in "Samruk-Energy" JSC group of companies

On 23 December 2025, "Samruk-Energy" JSC approved the Rules for Forming the Boards of Directors and Supervisory Boards of Subsidiaries and Affiliates. The document establishes a unified systematic approach to the formation of effective management bodies in the group of companies.

The Rules cover key aspects of the formation and functioning of boards of directors and supervisory boards, including

  • the procedure for determining the number of members, independence criteria, qualification requirements for candidates and the procedures for their election
  • mechanisms for searching and selecting candidates taking into account professional experience, business reputation, potential conflicts of interest and compliance with corporate governance principles
  • Approaches to Setting Remuneration and Reimbursement of Board Members
  • procedures for early termination of powers, as well as for the election and re-election of members of the councils.

The implementation of the Rules is aimed at further strengthening the corporate governance system and ensures

  • Formation of the composition of the Boards of Directors and Supervisory Boards based on transparent, uniform and understandable principles
  • increasing the proportion of independent and professionally competent members of management bodies
  • Improving the quality of management decisions and the level of trust from shareholders and investors
  • minimizing the risks of conflicts of interest and corporate disputes.

Compliance with the Corporate Governance Code

During the reporting period, the Company's activities were carried out in accordance with the Corporate Governance Code approved by the decision of the Management Board of Samruk Kazyna JSC‑dated 3 July 2025 (Minutes No. 33/25, hereinafter referred to as the Code).

The Company conducted a self-assessment and analysis of the actual compliance with current activities.

At the end of 2025, the Company demonstrated a high level of compliance with the provisions of the Code: out of 127 provisions (compared to 120 provisions in 2024), 124 (117 in 2024) were fully compliant, and 3 provisions were partially implemented.

Thus, the following paragraphs are defined as partially corresponding to the provisions of the Code

1.

Paragraph 64 of Chapter 5 "Efficiency of the Board of Directors and the Executive Body"

In accordance with the Regulation, the Board of Directors must ensure a diversity of professional experience, personal competencies and gender composition of its members. The recommended level of representation of women on the Board of Directors is at least 30% of the total number of members.

In 2025, the composition of the Board of Directors ensured an appropriate diversity of skills, knowledge and competencies. Women represented 14% of the Company’s Board of Directors in 2025.

2.

Paragraph 65 of Chapter 5 "Efficiency of the Board of Directors and the Executive Body"

The clause stipulates that the Board of Directors must have a sufficient number of independent directors, which contributes to the objectivity of decisions made and compliance with the principles of equal treatment of all shareholders. The recommended level of participation of independent directors is up to 60% of the total number of members of the Board of Directors.

As of 2025, three of the current 7-member Board of Directors are independent directors, which is 43% and partially corresponds to the recommended level.

3.

Paragraph 91 of Chapter 5 "Efficiency of the Board of Directors and the Executive Body"

This clause provides that the Chairman of the Board of Directors must be the Chairman of the Nomination and Remuneration Committee. In 2025, this role was performed by Senior Independent Director and Member of the Board of Directors A. Zhubaev, which is a deviation from the situation.

Corporate Management System of "Samruk-Energy" JSC

To ensure effective and transparent management, "Samruk-Energy" JSC has implemented a corporate management system based on the principles of sustainable development. The key regulatory document in this area is the Corporate Management System Policy.

In order to objectively assess the state of the system and improve the quality of interaction, a cross-functional audit mechanism is used with the participation of specialists from the corporate centre and subsidiaries and affiliates, which contributes to the formation of a common knowledge base and the development of a culture of continuous improvement.

In 2025, "Samruk-Energy" JSC successfully passed a certification audit for compliance with international standards of management systems.

Among the most significant achievements of the year is certification according to the ISO 37301:2021 (Compliance Management System) standard. "Samruk-Energy" JSC became the first company in the group of "Samruk-Kazyna" JSC to receive this certificate, which indicates the high maturity of the compliance management system, the effectiveness of corporate governance and commitment to the principles of transparency and business ethics.

These standards apply to "Samruk-Energy" JSC and 12 subsidiaries and affiliates of the Group.

Based on the results of the audit, the key strengths of the corporate management system were noted, including high management involvement, a systematic approach to cross-functional audits, effective electronic document management, active use of IT systems in business process management, and support of the management system by subsidiaries and affiliates.

Improving the efficiency of the corporate governance system

In accordance with the diagnostics of the corporate governance system conducted by Samruk Kazyna JSC‑in 2021 according to the approved methodology for organisations in which the Fund owns more than 50% of voting shares, the level of corporate governance of Samruk-Energy JSC was determined at the level of "BB", which corresponds to the average level of maturity.

Key aspects of corporate governance were considered, including

  • Efficiency of the Board of Directors and the Executive Body
  • Risk management
  • Internal control and audit
  • Sustainable development and protection of shareholders' rights
  • Transparency.

The Company undergoes an independent assessment of corporate governance annually as part of the Sustainable Fitch ESG rating. At the end of 2025, the Management aspect received a score of 2, which confirms the high level of maturity of corporate practices.

The agency noted the effectiveness of the two-tier corporate governance model, the presence of clear oversight mechanisms, and the integration of significant ESG indicators into the management remuneration system.

In accordance with the Development Strategy, the Company consistently improves corporate governance taking into account the principles of sustainable development and ESG, including occupational health and safety, environmental protection, energy efficiency, and anti-corruption.

In 2025, the Roadmap for Improving the Sustainability Management System for 2025–2026 was approved, developed on the basis of independent corporate governance diagnostics and ESG process assessment. The Roadmap consists of 110 measures aimed at developing environmental, social and governance practices.

In 2025, the implementation of the roadmap to improve the sustainable development management system amounted to 99%.

Corporate Governance Training and Development

"Samruk-Energy" JSC consistently develops a culture of corporate governance and sustainable development through systematic improvement of the competencies of the Board of Directors, top management and employees of the Group. Training is considered as a key element of effective management and business sustainability in the context of the transformation of the ESG agenda.

During the year, a set of educational events in the field of ESG, corporate governance, compliance and leadership was implemented. A training session was held for the Board of Directors and top management on 25 November 2025 with the participation of McKinsey & Company ("Global Energy Perspective 2025").

Training events were held for employees to build an anti-corruption culture, develop leadership competencies and manage risks, including trainings for the Talent Pool and a youth forum for blue-collar professions. Measures were also taken to develop competencies in the field of ESG, corporate governance, gender equality and inclusion.

The implementation of these initiatives contributed to increasing employee engagement, strengthening the culture of good business conduct and developing managerial and professional competencies in accordance with the best corporate governance practices.

The Company's plans to improve the corporate governance system

In 2026, "Samruk-Energy" JSC will focus on strengthening corporate governance, taking into account climate challenges, integrating ESG principles and increasing transparency. The main areas include

  • Development of climate risk management. Further formalisation of the role of the Board of Directors and the Audit Committee in the management of climate goals, annual review of climate reports, analysis of key indicators and STEPS/APS/NZE 2050 scenarios for strategic and financial planning, improvement of the climate risk management system and implementation of climate risk metrics with financial and climate stress testing and asset sustainability assessment.
  • Development of ESG approaches. In order to improve sustainability and transparency, the Company plans to obtain an international ESG rating, as well as revise and update internal policies and management practices in accordance with ESG criteria. Work will continue on the implementation of ESG principles, including updating information on official resources.
  • Participation in CDP and climate rating. The Company will participate in CDP disclosures and will work to improve the quality of reporting to obtain a climate rating.
  • Integrated report. The development of the Integrated Annual Report will continue, including information on sustainable development in accordance with the requirements of GRI, ISSB, TCFD and international best practices, including LSE and AIFC standards.
  • Independent verification of financial statements. It is planned to conduct an independent verification of the key indicators of the Integrated Report.
  • Personnel training and development. In 2026, training events will be held for top management and employees on corporate governance and ESG factors in the energy sector.
  • Development in subsidiaries. Subsidiaries will continue to integrate corporate governance principles, audit existing documents and processes, provide recommendations for their improvement, and implement measures to implement them.