The Group has eight 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 judgement.
The Board currently comprises the Chief Executive Officer, the Chief Financial Officer and 13 non-executive directors.
Mr. Yedilbayev has been appointed by one of the Founders - Mr. Machkevitch, pursuant to the terms of the Relationship Agreements.
Mr. Utepov and Mr. Yerzgozhin 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. 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 intends to meet at least six times a year. At these meetings the Board will review 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.
Committees 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")