The Audit and Risk Committee will meet not less than three times a year and has responsibility for, among other things, monitoring the integrity of the Group’s financial statements and reviewing its annual and interim financial statements. It will oversee the Group’s relationship with its external auditors and review the effectiveness of the external audit process. The committee will give due consideration to applicable laws and regulations, the provisions of the UK Corporate Governance Code (where applicable), applicable regulations of the Astana International Exchange and Moscow Stock Exchange, and respective AIX Markets Listing Rules and Russian securities laws. It will also have responsibility for reviewing the effectiveness of the Group’s system of internal controls and risk management systems. The ultimate responsibility for reviewing and approving the interim and annual financial statements remains with the Board.
- Audit & Risk Committee Terms of Reference PDF (192.41 Kb)
- Auditor independence and provision of non-audit services policy PDF (361.44 Kb)
The committee meets not less than twice a year and is responsible for making recommendations on the composition of the Board and its committees. It ensures a balance of skills, knowledge, independence, experience and diversity and promotes healthy corporate culture. Regularly reviewing leadership needs and priorities, the Nomination Committee ensures orderly succession to both Board and management positions. It also leads evaluation of the Board and non-executive Directors.
- Nomination Committee Terms of Reference PDF (152.28 Kb)
The Remuneration Committee meets not less than twice a year and is responsible for the Group Remuneration Policy, and for setting pay levels and bonuses for senior management and employee benefit structures. The Remuneration Committee works to ensure that Directors and senior managers are fairly rewarded for responsibilities they successfully undertake and ensures pay levels and bonuses are in line with our overall performance.
- Remuneration Committee Terms of Reference PDF (156.83 Kb)
The Safety and Sustainability Committee meets not less than twice a year and provides support to the Board by monitoring the Group’s social, ethical, environmental and safety performance. The Committee oversees the Company’s overall approach to sustainability, developing and implementing short and long-term policies and standards; it ensures that the Company consistently exhibits and promotes ethical, transparent and responsible behaviour, and engages key stakeholders and communities. To address safety, which is the significant area of concern, the Committee has been working hard to implement major improvements in the risk management procedures to achieve our goal of zero fatalities. The Committee measures the impact of the Company’s initiatives, and helps the Audit and Risk Committee to identify, manage and mitigate sustainability risks.
- Safety and Sustainability Committee Terms of Reference (Error: Invalid file id)
In 2023, the Board, acting in accordance with the Company’s articles of association, had set up a special committee comprising solely of independent non-executive directors to ensure that the external challenges facing the Company are addressed in the best interests of the Company, its shareholders and other stakeholders.