The Combined Code recommends that at least half the board (excluding the Chairman) should be non-executive directors who are independent in character and judgment and free from relationships or circumstances which are likely to affect, or could appear to affect, the director's judgment.
 
The Group has seven non-executive directors (other than the representatives of the Founders and The State Property and Privatisation Committee of the Ministry of Finance of the Republic of Kazakhstan, aka the "Committee") who, in the opinion of the Board, are independent in character and judgment.

The Board currently comprises the Chief Executive Officer, the Chief Financial Officer, the Chief Commercial Officer and 11 non-executive directors.

Mr. Yedilbayev has been appointed by one of the Founders - Mr. Ibragimov, pursuant to the terms of the Relationship Agreements.

Mr. Utepov and Mr. Beketayev are representatives of the Committee.

As recommended by the Combined Code, the roles of the Chairman and Chief Executive are separate.

Sir Richard Sykes has been appointed as the senior independent director and Non-Executive Deputy Chairman. The role of the senior independent director is to evaluate the performance of the Chairman and address shareholders' concerns that are not resolved through the normal channels of communication with the Chairman, Chief Executive or Chief Financial Officer, or in cases when such communications would be inappropriate.

The Board meets at least six times a year. At these meetings the Board reviews the Company's long-term strategic direction and financial plans. There is a formal schedule of matters reserved for the Board's decision at each meeting. All Directors have access to the advice and services of the Company Secretary, who is also responsible for ensuring that the Board procedures are followed.

The Company complies with the recommendations of the Combined Code in relation to the composition of the Board and Board Committees.

At the end of 2008 ENRC engaged external consultants to undertake a full evaluation of the Directors and the Board's overall performance. The findings were positive and have provided us with a firm basis from which to continue to strengthen both our governance processes and the Board as a wholeCommittees of the Board.The Board has established the following committees:

Audit Committee
Remuneration Committee
Nominations Committee
Health, Safety, Environment and Sustainability Committee (the "HSE Committee")
Mergers and Acquisitions Committee
Board Charter & Matters reserved for the Board