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 to shareholders for managing the Company in a way which promotes its success. It ensures that there is a complementary balance in its strategy between promoting long-term growth and delivering short-term objectives.

The Board is primarily responsible for strategic direction and leadership, evaluating and managing risk and ensuring internal controls are in place. Its overriding duties are to run the Company as stewards for the Company’s stakeholders, with good governance, strong values and a safety-driven and ethical culture.

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

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.

There is a formal schedule of matters specifically reserved for the Board’s decision which is reviewed regularly. A summary of the matters reserved for the Board is set out below. These are matters that are significant to the Group as a whole because of their potential strategic, financial and reputational implications or consequences. The Board has four principal committees to deal with specific aspects of the Group’s affairs. The chairs of each committee provide detailed reports to the Board on the matters discussed at each committee meeting to ensure that all Directors have visibility of and the opportunity to discuss the matters being considered by each committee.

Articles of Association of KAZ Minerals PLC

Division of responsibilities

There is a clear division of responsibilities between the Chairman and the Chief Executive and the roles of the Chairman, Chief Executive and other Directors are clearly defined so that no single individual has unrestricted powers of decision.

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 Group are promoted to secure its future success, with special regard to Group planning and development;
  • communication with shareholders is effective and the views of shareholders are heard and understood by the Board; and
  • 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.

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:

  • the Group’s strategic direction is appropriate and the agreed strategy is implemented;
  • a strong senior management team is in place to lead the day-to-day running of the Group’s business in an effective manner;
  • a safety-focused culture is adopted throughout the Group’s operations;
  • activities are undertaken with special regard to environmental and social concerns in the countries and communities in which the Group operates;
  • staff recruitment and development is effectively planned and carried out;
  • the Group’s risk profile is managed in line with limits which are deemed acceptable by the Board and an effective framework of internal controls and risk management is maintained;
  • appropriate annual budgets and medium-term financial and production plans are recommended to the Board;
  • the flow of information to the Board is relevant, accurate, timely and clear; and
  • there is good communication with shareholders and other stakeholders.

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 he:

  • 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 2016;
  • 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; 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 the non-executive Directors

In addition to being Board members accountable to the Company, shareholders and other stakeholders, the non-executive Directors have responsibility for:

  • providing an independent external perspective to the deliberations of the Board, drawing on their experiences from their careers in other businesses;
  • constructively challenging the strategies proposed by the executive Directors and scrutinising the performance of management in achieving agreed goals and objectives;
  • monitoring the Group’s risk profile;
  • playing a key role in the functioning of the Board and its committees; and
  • providing between them an appropriate balance of skills, experience, knowledge and independent judgement.

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.