Employees from the office at Almaty

Governance

Corporate Values

KAZ Minerals has five core corporate values: Safety, Long-term efficiency, Teamwork, Professional Development and Integrity.

'Corporate Values' PDF

Serving the interests of our stakeholders

At KAZ Minerals, we are dedicated to high standards of corporate governance in our management of the affairs of the Group and in our accountability to our stakeholders. 

The role of the Board of Directors

The Board is accountable for managing the Company on behalf of its shareholders and each Director acts in a way which promotes the long-term success of the Company for the benefit of shareholders as a whole. The Board ensures an appropriate balance between promoting long-term growth and delivering short-term objectives is achieved.

The Board is primarily responsible for: determining strategic direction and demonstrating leadership; focusing on matters that consistently add value for the shareholders of the Company, both present and future; the governance and stewardship of the Group to provide protection and security for the shareholders’ assets; the management of the Group’s employees; setting the Group’s standards and values, and ensuring that its obligations to shareholders and other stakeholders are understood and met. Other key responsibilities of the Board include determining the nature and extent of the principal risks the Group is willing to take to achieve its strategic objectives and maintaining a system of internal control that provides assurance of effective and efficient operations, suitable and sufficient financial controls and compliance with laws and regulations.

The Board currently comprises eight Directors: the Chairman, two executive Directors, four independent non-executive Directors, and one non-independent non-executive Director. Each of the Directors is significantly experienced in areas relevant to our activities. This balance ensures that the interests of particular groups do not dominate decisions and the interests of minority shareholders are protected.

The Board has four committees, which oversee particular aspects of our activity.

Articles of Association of KAZ Minerals PLC

The role of the Chairman

In addition to being a Board member accountable to the Company, the shareholders and other stakeholders, the key roles and responsibilities of the Chairman include ensuring that:

  • the Board and its committees operate efficiently and in accordance with the highest standards of corporate governance;

  • the interests of the Company are promoted to secure the Group’s future success with special regard to Group planning and development;

  • the Board has strong leadership;
  • Board meetings are effective and open and constructive debate is promoted, the view of all Directors are taken into account and adequate time is available for discussion on all agenda items;

  • shareholders and the Board receive accurate, relevant, timely and clear information;

  • the Nomination Committee is chaired well and an effective and complementary Board is assembled by initiating change and succession planning of Board and Committee members;
  • a comprehensive induction programme is put in place for new Directors and that the ongoing development needs of all Directors are identified and met;
  • the performance of the Board, its committees and individual Directors is formally evaluated annually, and that an externally facilitated evaluation is performed every three years;
  • effective and constructive communication takes place between non-executive Directors and executive Directors and senior management, non-executive Directors hold meetings without the executive Directors being present to dicuss any concerns they may have;
  • the view of shareholders are regularly sought and understood by the Board; and
  • an effective working relationship with the Chief Executive is maintained.

The role of the Chief Executive

In addition to being a Board member accountable to the Company, shareholders and other stakeholders, the key roles and responsibilities of the Chief Executive include ensuring that:

  • a safety-focused culture is adopted throughout the Group’s operations through which safe working environments are created and maintained and the Group operates in compliance with all relevant health and safety requirements;
  • activities are undertaken with special regard to environmental and social concerns in the countries and communities in which the Group operates;
  • the management team is led effectively in the day-to-day running of the Group’s business, including chairing meetings of the Executive Committee;
  • the Group objectives and strategy are developed in considereation of the Group’s responsibilities to its shareholders, customers, employees and other stakeholders;
  • an appropriate organisational structure is establied and maintained to enable the Group’s strategy to be implemented effectively;
  • the Group's business is carried out in accordance with agreed plans, strategies and policies;
  • appropriate asset base is maintained for the Group to execute its strategy through appropriate investment and divestment;
  • effective communication with shareholders and other interested parties is developed and promoted;
  • the Group conducts its business in accordance with the legal requirements of the countries in which it operates or, if higher, the Group’s standards;
  • staff recruitment and development is effectuvely planned and carried out to ensure that the Group has the capabilities and resources required to achieve its plans;
  • a strong senior management team is extablished with the knowledge, skills, attitude and motivation to achieve the Group’s objectives and with appropriate succession planning to ensure that this continues in the future;
  • an effective framework of internal controls and risk management is developed and maintaned;
  • the Group’s risk profile is managed in line with what is deemed acceptable by the Board;
  • appropriate annual budgets and medium-term financial and production plans are recommended to the Board; and
  • the flow of information to the Board is relevant, accurate, timely and clear.

The role of the Senior Independent Director

In addition to being a Board member accountable to the Company, shareholders and other stakeholders, the key roles and responsibilities of the Senior Independent Director include ensuring that:

  • acts as a point of contact for shareholders and other stakeholders to discuss matters of concern which would not be appropriate through the normal channels of communication with the Chairman, Chief Executive and Chief Financial Officer. No such matters of concern were raised by shareholders during the year ended 31 December 2015;
  • acts as a sounding board for the Chairman and serving as an intermediary for the other Directors when necessary;
  • meets with the non-executive Directors (without the Chairman being present) at least annually and leading the Board in the ongoing monitoring and annual performance evaluation of the Chairman;
  • monitors the training and development requirements of Directors; and
  • is available to meet with a range of major shareholders when requested, to develop a balanced understanding of their issues and concerns and report the outcome of such meetings at subsequent Board meetings.

The role of our non-executive Directors

The non-executive Directors provide a strong independent element to the Board and a solid foundation for good corporate governance. Although all Directors are equally accountable under the law for the stewardship of the Company’s affairs, the non-executive Directors fulfil a vital role in corporate accountability. The non-executive Directors have a responsibility for constructively challenging the strategies proposed by the executive Directors and scrutinising the performance of management in achieving agreed goals and objectives. They also play a key role in the functioning of the Board and its committees. Between them, the current non-executive Directors have the appropriate balance of skills, experience, knowledge and independent judgement to undertake their roles effectively.

It is the Company's policy that at least half the Board, excluding the Chairman, should be independent non-executive Directors.

AUDIT COMMITTEE

AUDIT COMMITTEE

Learn more about the roles, responsibilities and members of our Audit Committee.

REMUNERATION COMMITTEE

REMUNERATION COMMITTEE

Find out more about our Remuneration Committee.

HSE COMMITTEE

HSE COMMITTEE

Learn more about our Group Health, Safety and Environment Committee.

NOMINATION COMMITTEE

NOMINATION COMMITTEE

Find out more about our Nomination Committee.