CORPORATE GOVERNANCE

Education:

• Saint Petersburg State University of Economics and Finance, RF, Financial Analysis and Accounting, 2004;

• Illinois University, Urbana-Champaign, USA, Master of Finance, 2007.

Place of employment and positions held in organizations during the previous five years:

• 2020–2021 Managing Director for logistics and international cooperation – member of the Management Board of Samruk-Kazyna JSC.

• 2019–2020 Co-managing Director for asset development and privatization – member of the Management Board of Samruk-Kazyna JSC.

• 2018–2019 – Director of the Asset Development Department – member of the Management Board of Samruk-Kazyna JSC.

• 2017–2018 – Managing Director for development of new branches of Samruk-Kazyna JSC.

• 2016–2017 – Co-managing Director for development of new branches of Samruk-Kazyna JSC.

• 2014–2016 – Deputy Executive Director for business development of Samruk-Kazyna JSC.

Job combination and membership in the Boards of Directors:

a member in the Boards of Directors in other subsidiaries of Samruk-Kazyna JSC.

He does not hold the shares in the Company, suppliers and competitors of the Company.

Education:

• He has higher economic education, Master Degree in Finance and Accounting awarded by the Manchester Business School, Manchester University, United Kingdom.

• He holds various international professional certificates, including the Institute of Management Accountants (IMA), USA, International Project Management Association (IPMA), Switzerland, Chartered Association of Certified Accountants (ACCA), United Kingdom.

• He holds the state license of the auditor of the Republic of Kazakhstan.

Place of employment and positions held in organizations during the previous five years:

• During different years he worked for Philip Morris Kazakhstan, EliteStroy LLP, and PricewaterhouseCoopers international auditing firm.

• After joining Samruk-Kazyna JSC, he became responsible for activities of the Internal Audit Service, as well as he performed the duties of the secretary of the Audit Committee and the Transformation Control Committee under the Board of Directors of Samruk-Kazyna JSC, and he was a member of the Audit Committees under the Board of Directors in a number of subsidiaries of Samruk-Kazyna JSC.

• In 2016, he was appointed to the position of the Financial Controller of Samruk-Kazyna JSC subject to subsequent approval to the position of the Managing Director in charge for finances and transactions. At the present time, he is the Co-managing Director for economics and finances – a member of the Management Board of Samruk-Kazyna JSC.

Job combination and membership in the Boards of Directors:

he is a member in the Boards of Directors in other subsidiaries of Samruk-Kazyna JSC.

He does not hold the shares in the Company, suppliers and competitors of the Company.

Education:

• 1999: graduation from KIMEP, Master of Business Administration (MBA). Specialty: Accounting and Finance.

• 1995: graduation from the Kazakh State University of International Relations and World Languages, specialty: Foreign Language Assistant.

• Recent additional trainings, courses, workshops, probations:

• Corporate governance for the members of the Boards of Directors in the state-owned companies, World Bank, 2019;

• 2007–2018: KIMEP University, courses on the program “Doctor of Business Administration”. Specialty: Accounting.

• Corporate governance: advanced training program for the executives, Harvard Business School, 2013;

• 2015: Certified Director (Dip IoD), United Kingdom Institute of Directors;

• 2013: Certified Director (Cert IoD), United Kingdom Institute of Directors;

• 2013: Certified Corporate Governance Director (CCGD), Kazakhstan Association of Independent Directors;

• Certified Practicing Accountant (CAP), ICCAA, 2003;

• 2005–2006: Member of the work team to prepare a conclusion on the RK draft Law “On amendments and alterations to certain legislative enactments of the Republic of Kazakhstan concerning accounting and financial reporting”, Mazhilis of the RK Parliament;

• 2009–2011: Member of the Committee for review of IFRS official translation into Russian;

• 2009, 2008 and 2006: co-editor and superintendent of the official translation of the International Standards on Auditing into Russian, RK Board of Auditors.

Experience:

• From 2015 to the present time: Consultant, the Centre for Financial Reporting, Audit and Corporate Governance Reform, World Bank;

• 2015–2005: Partner, BDO Kazakhstanaudit LLP;

• 2012, 2005: Consultant, World Bank;

• 2011/2012: academic year, Teacher at the Finance Department, KIMEP University;

• 2010–2003: the Chairman of the International Relation Committee, the Vice-Chairman of the POA, member of the Board, POA Chamber of Professional Accountant of the Republic of Kazakhstan;

• 2010–2008: the Member of the Committee for developing nations, International Federation of Accountants;

• From 2009 to the present time: the Member of the Advisory body in charge of accounting and audit of the Ministry of Finance of the Republic of Kazakhstan.

Membership in the Boards of Directors:

• From 2013 to the present time: Independent Director, Astana EXPO-2017 National Company JSC;

• 2008–2020: Independent Director, Air Astana JSC;

• 2017–2015: Independent Director, Kazakhstan Engineering National Company JSC;

• 2015–2008: Independent Director, Kazakhtelecom JSC.

He does not hold the shares in the Company, suppliers and competitors of the Company.

In accordance with paragraph 20 of article 1 of the Law “On joint-stock companies”, the Articles of Association, and the Code of Corporate Governance, the “independent director” is defined as a member of the Board of Directors, which:

– is not an affiliate of the Company;

– has not been the same during three years preceding his/her election to the Board of Directors (except his/ her tenure of office of the Independent Director of the Company);

– is not an affiliate of the affiliates of the Company; is not subordinated to the Officials of the Company or organizations affiliated to the Company;

– has not been subordinated to those affiliates during three years preceding his/her election to the Board of Directors;

– is not an auditor of the Company and has not been the same during three years preceding his/her election to the Board of Directors;

– is not a representative of the Sole Shareholder at the meetings of the Company’s bodies and has not been the same during three years preceding his/her election to the Board of Directors.

The members of the Board of Directors of the Company shall notify in advance the Board of Directors of the Company of combined jobs in other organizations and combined positions of the members of the Board of Directors.

The members of the Board of Directors of the Company cannot be members of the Board of Directors and replace executive positions in the organizations competing with the Company.

At the date of this report, an independent director of the Company fully met the independence criteria set forth in the Law of the Republic of Kazakhstan “On joint-stock companies”, the Articles of Association, and the Code of Corporate Governance.

The Board of Directors shall be evaluated in accordance with the Policy of evaluation of activities of the Board of Directors and committees thereof, the Chairman, members of the Board of Directors, and the Corporate Secretary as approved by resolution of the Board of Directors of SamrukKazyna Construction JSC No.130 dated 27 February 2017.

By the resolution of the Board of Directors dated 09 November 2020, it was decided to evaluate the activities of the Board of Directors, the Chairman, members of the Board of Directors, and the corporate secretary at the end of 2019– 2020 through questionnaires and interviews. The scope of work covered the assessment of the performance of the Board of Directors in general, the Chairman of the Board of Directors, an individual assessment of the performance of each member of the Board of Directors and the Corporate Secretary. Based on the assessment of the performance of the Board of Directors, the Chairman, members of the Board of Directors and the corporate secretary, significant improvement is required on issues such as short-term KPIs of the executive body, a retrospective review of resolutions adopted by the Board of Directors in relation to strategy in order to assess over time whether the Board of Directors should have adopted the other resolutions.

The continuation of corporate governance practices is required in such areas as promoting sustainable development principles, timeliness and improving the quality of the provision of materials to the Board of Directors.

The Policy of advanced training of the members of the Board of Directors of Samruk-Kazyna Construction JSC and involvement of external experts by the Board of Directors of the Company is in place in the Company; it determines the rights and obligations of the members of the Board of Directors as regards their advanced training and involvement of external experts. In accordance with the Plan for improving the corporate governance of the Company for 2020–2021, in September 2020, members of the Board of Directors of the Company took part in the training seminar of the strategic session “Risk management” (Business Academy of Ernst & Young Kazakhstan LLP). In October 2020, members of the Board of Directors also took part in the seminar “On innovations in anti-corruption legislation and the formation of an ideology of honesty” held by the First Deputy Head of the Anti-Corruption Service Department in Nur-Sultan City.

Taking into account the identified need, the resolution of the Board of Directors Company No.155 dated 28 December 2020 approved the Plan for advanced training of members of the Board of Directors for 2021, including a seminar on the topic “Introduction of construction activities in Kazakhstan” for all members of the Board of Directors, as well as completion of the 3rd level certification of the UK Institute of Directors for an independent director. The activities of the Board of Directors are carried out on the basis of an approved annual work plan.

For 2020, the Company held 8 meetings of the Board of Directors of the Company attended in person. In total, 104 issues were considered on the key aspects of the Company’s activities.

Beginning in April 2020, the meetings of the Board of Directors attended in person were held via videoconference following the resolution of Samruk-Kazyna JSC to reduce the practice of holding offsite meetings of the Board of Directors during 2020 and 2021 in order to optimize costs due to the deterioration of the global economic and financial the situation caused by the COVID-19 pandemic.

Corporate governance

– Approval of corporate values of Samruk-Kazyna Construction JSC as part of performed diagnostics of the corporate culture in the Company;

– Approval of the Annual Report of Samruk-Kazyna Construction JSC for 2019, including report on sustainable development developed in accordance with the GRI Guideline;

– Approval of a report on the Company’s adherence to the principles and provisions of the Code of Corporate Governance for 2019;

– Approval of a report on the Company’s adherence to the principles and provisions of the Code of Corporate Governance for 2019;

– Approval of motivational key performance indicators of executive employees, compliance controller, internal audit service, corporate secretary of the Company for 2020 and assessment of their activities;

– Approval of a new version of organization chart of the central administrative office of the Company;

– Determination of quantity of the members of the Management Board and election of the Managing Director for procurement and the Managing Director for operating activities to be the members of the Management Board of the Company;

– Reassessment and approval as part of grading of the jobs description and evaluation due to change of organization chart, as well as determination of amounts of official salaries of the executive employees and employees accountable to the Board of Directors.

Risk management

– Consideration of quarterly Reports on risk management;

– Fixing limits of liabilities of the Company’s counterparty banks;

– Approval of a register of risks, map of risks of the Company and change thereof;

– Approval of risk appetite, tolerance levels and key risk indications for a forecast year;

– Approval of a new version of the Policy for fixing the limits on counterparty banks of Samruk-Kazyna Construction JSC;

– Approval of the Policy for determining and monitoring the risk appetite and tolerance levels;

– Approval of the Anti-corruption standard of SamrukKazyna Construction JSC;

– Approval of the Plan of actions to implement the Anticorruption Law of the Republic of Kazakhstan for 2021 in the Company;

– Consideration of the Report on compliance risks at the stage of design and construction in Samruk-Kazyna Construction JSC.

Internal audit

– Approval of the annual audit plan and changes therein;

– Approval of the budget of the Internal Audit Service of the Company;

– Consideration of the reports of the Internal Audit Service;

Holding the closed meeting of the Board of Directors and the Internal Audit Service. These meetings are planned as per the agenda of a meeting of the Board of Directors.

In order to support activities of the Board of Directors, the following committees are formed in the Company the responsibilities of which include consideration of the matters and elaboration of recommendations on one or another question within the limits of their areas of responsibility:

– Audit Committee;

– Committee for appointments and remunerations;

– Committee for strategic and investment matters.

In accordance with the Regulations of the committees under the Board of Directors, each of the committees shall annually submit to the Board of Directors a report on work performed. During 2020, the meetings of the Committees were not held due to changes in numbers of the members of the Board of Directors.

The members of the Board of Directors of the Company, except for the independent directors, carry out their activities without consideration. Procedure for paying remunerations to the independent directors is determined in accordance with the Rules for forming the boards of directors of the companies of Samruk-Kazyna JSC. In 2020, the remuneration paid to the independent director amounted to 6 million tenge. The effectiveness of activities of the Company’s executives (Members of the Management Board) is evaluated based on attainment of the key performance characterizing effectiveness of the financial and business activities of the Company and a degree of achievement of the results by a member of the Management Board within the functional areas of activity.

The process of development, approval, and monitoring of the charts of key performance, as well as the procedure for calculating an amount of remuneration are determined by the Rules for evaluating activity and remuneration of the Company’s executives as approved by the resolution of the Board of Directors of the Company.

The current activity of the Company is managed by the collegial body in the form of the Management Board headed by the Chairman of the Management Board. Activity of the Management Board is focused on maximal respect of the interests of the Sole Shareholder, as well as realization of the Company’s targets and implementation of its strategy. Organization of work of the Management Board, procedure for convening and holding its meetings, procedure for adopting resolutions are determined by the Regulations of the Company’s Management Board.

The basic principles of activity of the Management Board are: honesty, good faith, reasonableness, prudence, and regularity. The Management Board holds regular meetings by voting in person. 4 Committees are operating under the Management Board: Committee for planning and evaluation of activity, Investment Committee, Risk Management Committee, and the Committee for sustainable development.

Education:

• Almaty Architecture and Construction Institute, Industrial and Civil Construction, 1986

Experience:

• From 2019 to the present time: the Chairman of the Management Board of Samruk-Kazyna Construction JSC

• 2018–2019: the Chairman of the Management Board of Samruk-Kazyna Real Estate Fund JSC;

• 2018: General Director of Project Construction Company Corporate Fund;

• 2016–2018: General Director of the Front Office of Construction of Astana EXPO-2017, Astana EXPO-2017 NC JSC;

• 2009–2016: President of Astana-Kurylys NCC JSC.

He does not hold the shares in the Company, suppliers and competitors of the Company.

Education:

• Karaganda Polytechnic Institute, Engineering and Construction Department, 1997

• Zhezkazgan University, Engineering and Mechanical Department, 2000

• Karaganda State University, Legal Department, 2017

Experience:

• From 2019 to the present time: Managing Director for design and construction in Samruk-Kazyna Construction JSC;

• 2019: Managing Director – Director of the Construction Department in Samruk-Kazyna Construction JSC;

• 2019: Managing Director – Director of the Construction Department in Samruk-Kazyna Real Estate Fund JSC;

• 2018: Director of the Construction Department in KB of Project Construction Company;

• 2016–2018: Director of the Construction Department in Astana EXPO-2017 JSC;

• 2012–2016: Senior Project Manager in Orda Glass Ltd LLP

He does not hold the shares in the Company, suppliers and competitors of the Company.

Education:

• KazNPU named after Abay (Kazakh National Pedagogy University named after Abay), faculty: Law, 2006

Опыт работы:

• From 2020 to the present time: Managing Director – Director of the Procurement and Facility Management Department of Samruk-Kazyna Construction JSC;

• 2019–2020: Director of the Procurement and Facility Management Department in Samruk-Kazyna Construction JSC;

• 2018–2019: Director of the Logistics Department of the Corporate Fund ‘Company for facility construction’;

• 2016–2018: Director of the Logistics Department of the Branch of Front Office of construction o Astana EXPO-2017 of Astana EXPO-2017 NC JSC;

• 2011–2016: Head of the Government Purchases Division of RSUE Front Office of permanent national teams and sports reserve of the Committee for sport and physical training of the Ministry of Culture and Sport of the Republic of Kazakhstan;

• 2009–2011: Senior Specialist of the Legal Division of the Office of Law and Personnel Management of Locomotive kurastyru zauyty JSC;

• 2009: Corporate Secretary of the Board of Directors of Almaty car-repair plant JSC;

• 2007–2009: Senior Specialist, Legal Counsel of the Legal Division of Almaty car-repair plant JSC;

Welfare activities: President of the Cycling Federation of Nur-Sultan City

He does not hold the shares in the Company, suppliers and competitors of the Company.

Education:

• Kazakh University of Humanities and Law, faculty: Law, 2007, specialty: Jurisprudence;

• Karaganda University Bolashak, academic degree of the Master of Law, 2012

Experience:

• From 2020 to the present time: Managing Director for operating activity – member of the Management Board/ Director of the Administration and Legal Department in Samruk-Kazyna Construction JSC.

• 2018–2020: Director of the Administration and Legal Department in Samruk-Kazyna Construction JSC.

• 2018: Director of the Administration and Legal Department in CF Company for facility construction.

• 2017–2018: Head of the Legal Support and Labour Protection Service of the Branch of the Front Office of Construction of Astana EXPO-2017.

• 2016–2017: Senior Manager of the Administration and Legal Department of the Branch of the Front Office of Construction of Astana EXPO-2017.

• 2015–2016: Manager of the Administration and Legal Department of the Branch of the Front Office of Construction of Astana EXPO-2017

• 2014–2015: Paralegal of Auezov District, Public Prosecution Office of Almaty City.

• 2012–2014: Senior Officer in charge of major cases, Senior Officer of the Office for detection of shadow economy crimes, Senior Officer of the 2nd office of the Division for detection and prevention of corruption cases of the Department for combating economic and corruption crimes on Almaty City (financial police).

• 2009–2012: expert (acting head) of the Personnel and Personal Security Division of the Committee of the registration service and provision of legal assistance of the Ministry of Justice of the Republic of Kazakhstan.

• 2009: expert of the Division of the state control of the use and protection of lands of the Agency of the Republic of Kazakhstan for managing the land resources.

• 2008–2009: Deputy Director for legal matters in BET and Com LLP

• 2007–2008: expert in organization and personnel management in charge of the sector of legal work, occupational safety and accident prevention, consultant of RSUE Front Office of the administrative building of the Supreme Court of the Republic of Kazakhstan

He does not hold the shares in the Company, suppliers and competitors of the Company.

Education:

• Aberdeen University, MA in Econometrics and International Relations, 2006 – Bachelor and Master’s program.

Experience:

• From 2019 to the present time: Managing Director for economy and finance in Samruk-Kazyna Construction JSC

• 2018–2019: Managing Director for economy and finance in Samruk-Kazyna Real Estate Fund JSC;

• 2016–2018: Director of the Strategy and Transformation Department in Samruk-Kazyna Real Estate Fund JSC;

• 2014–2016: Vice-Chairman for economy in Gorelektroset LLP, counsellor of the Director for investments in RSUE Gorvodokanal

He does not hold the shares in the Company, suppliers and competitors of the Company.

In 2020, 44 meetings of the Management Board were held by personal attendance at which the resolutions on 257 items were adopted.

Basic resolutions adopted by the Management Board in 2020:

– reports on implementation of the Business Plan of the Company for 201902023, including the Report on implementation of the Annual Budget for 2019 and Detailed Analysis of financial statements of SamrukKazyna Construction JSC;

– approval of the Business Plan of Samruk-Kazyna Construction JSC for the years 2021–2025;

– preliminary approval of the audited annual financial statements of Samruk-Kazyna Construction JSC (consolidated and separate);

– implementation of construction projects;

– measures to support the population and business due to imposition of the state of emergency in the Republic of Kazakhstan;

– issues arising in the course of implementation of investment projects;

– allocation of temporarily redundant cash;

– approval of a price and cost of lease of commercial premises and apartments in the residential complexes;

– preliminary approval of sale of 51 % interest in the authorized capital stock of CC Development LLP;

– implementation of investment projects ‘Construction of apartment residential complex on Millennium Alley in Nur-Sultan City’, ‘Construction of Bavaria residential complex in Aktobe City’, ‘Construction of residential complex in Akkent Microdistrict in Almaty City’;

– preliminary consideration and approval of the issues and internal regulatory documents to be subsequently sent for consideration by the Board of Directors of the Company;

– activity referred to the exclusive competence of the General Meeting of Members of the organizations with interests in the authorized capital stock and shares transferred into trust management of Samruk-Kazyna Construction JSC;

– authorization and approval of internal documents regulating activities of the Company and its subsidiaries, including: staff numbers and organization chart;

– change of members of the Management Board of Samruk-Kazyna Construction JSC;

– approval of predictive information on decomposition of key national indicators for 2021–2025;

– approval of the Basic parameters of the treasury portfolio of Samruk-Kazyna Construction JSC;

– regulations of the business units of the Company;

– agreement of dispute (conflict) settlement;

– labour regulations;

– rules for searching and selecting administrative and management personnel;

– Policy of compliance risk management;

– Policy of remuneration for project management;

– Instruction concerning records management;

– Plan of actions to satisfy the Expectations of the Sole Shareholder;

– monthly key risk indicators monitoring;

– approval of the List of priority purchases for 2020, etc.

The Company operates a generally recognized model of internal audit, in which the functions of internal audit are separated from the functions of internal control and risk management. Internal audit is in a mode of special functional and administrative subordination and accountability providing objectivity and independence. The Internal Audit Service was created to help to achieve strategic goals and objectives by applying a systematic and consistent approach to assess and improve the effectiveness of the internal control and risk management system during the audits and consultations and is accountable to the Board of Directors of the Company

In accordance with the tasks assigned to it, the Internal Audit Service performs the following functions:

– estimation of adequacy and effectiveness of the internal control in the Company;

– evaluation of comprehensiveness of use and effectiveness of the risk assessment methods and risk management procedures in the Company;

– evaluation of implementation and compliance with the adopted principles of corporate governance, relative ethical standards, and values of the Company, etc.

The Board of Directors annually approves the risk-oriented Annual plan of audit for the Internal Audit Service, as well as the key performance for the Internal Audit Service and a head thereof. A report of the Internal Audit Service is quarterly and annually submitted to the Board of Directors of the Company. In its activities, the Internal Audit Service takes into account the current International Professional Standards for Internal Auditing and the Code of Ethics for Internal Auditors adopted by the International Institute of Internal Auditors and is guided by the local regulations on internal audit approved by the Company. During 2020, the Internal Audit Service performed 11 scheduled audit engagements and 3 unscheduled audit and consulting engagements. Based on the results of made evaluations and audits, the Internal Audit Service formulates respective recommendations and comments concerning any matters within its competence. In accordance with the Annual plan of advanced training, the officers of the Internal Audit Service received workshops and trainings in order to improve themselves and raise qualification. The officers of the Internal Audit Service regularly participate in the meetings of the members of the RK Internal Audit Institute.