ҚАЗРУСENG

Board of Directors and its Committees

Leading role of the Board of Directors

The Board of Directors of the Fund is a management body accountable to the Sole Shareholder, providing strategic guidance and control over the activities of the Management Board of the Fund. Its work is based on the principles of efficiency, responsibility and observance of interests of the Sole Shareholder and the Fund.

The Board of Directors makes decisions within its remit as established by the Law on the Fund, the Code and the Charter. The Board of Directors is not authorised to consider issues within the exclusive competence of the Sole Shareholder or Management of the Fund, except for cases stipulated by the legislation.

In 2025, the Board of Directors continued to carry out its activities in full compliance with established requirements and internal regulations. The primary focus was placed on the implementation of medium‑term planning, oversight of the execution of major investment projects, and supervision of the risk management and internal control systems. Significant attention was also paid to the assessment of the Management Board’s performance and the achievement of key performance indicators

The Board of Directors adheres to the principles of objectivity, transparency and independence. Decisions are made on the basis of thorough analysis, consideration of long-term prospects and assessment of possible risks. To improve the quality of management, the Board of Directors in 2025:

  • continued to improve the corporate governance system and the framework of internal regulatory document;
  • regularly evaluated its performance and management procedures;
  • communicated effectively with Stakeholders, including the Fund's management and regulatory authorities;
  • attracted independent directors with international experience in asset management, investment and corporate governance;
  • applied modern artificial intelligence technologies for the processing of information related to matters considered by the Board of Directors, data analysis, and the preparation of recommendations to support decision‑making.
The full list of matters within the exclusive competence of the Board of Directors is set out in the Law on the Fund and further detailed in the Fund’s Charter, which is available on the corporate website. 
www.sk.kz.

Members of the Board of Directors effectively fulfil their duties, contributing to the Fund’s strategic resilience and the achievement of its long-term goals.

For more in-depth and qualitative consideration of issues, the Board of Directors has committees that provide preliminary review of materials and provide recommendations.

Composition Of The Board of Directors 46

Olzhas Bektenov

Olzhas Bektenov

Chairman of the Board of Directors,
Prime Minister of the Republic of Kazakhstan

Date of election:February 2024

Education:

  • Kazakh State Law Academy (Maqsut Narikbayev Kazakh Humanitarian Law University) – Jurisprudence
  • Candidate of Legal Sciences (dissertation: Organisational and legal aspects of prevention of administrative tort of minors in the Republic of Kazakhstan)

Working experience:

  • Olzhas Bektenov started his career in 2002 as a chief specialist in the Department of Justice of the city of Almaty;
  • in 2005–2006 worked as an expert, chief expert of the Legal Department of the Office of the Prime Minister of the Republic of Kazakhstan;
  • from 2006 to 2009 in the Administration of the President of the Republic of Kazakhstan.
    From 2009 to 2012, he was Deputy Chairman of the Committee for Registration Service and Legal Assistance of the Ministry of Justice of the Republic of Kazakhstan.
  • In 2012–2014, he held the position of Head of Department at the Central Office of the Agency of the Republic of Kazakhstan for Combating Economic and Corruption Crime (Financial Police).
  • In 2015–2016, he was the Chief of Staff of the Akim of Astana City, Head of the Secretariat of the Head of the Administration of the President of the Republic of Kazakhstan;
  • in 2016–2017, he was the Head of the Department of the National Anti-Corruption Bureau (anti-corruption service) for the city of Astana.
  • From 2017 to 2018, he was Deputy Akim of Akmola region;
  • from 2018 to 2019, Deputy Chairman of the Agency of the Republic of Kazakhstan for Civil Service and Anti-Corruption;
  • from 2019 to 2022, he was First Deputy Chairman of the Agency of the Republic of Kazakhstan for Anti-Corruption.
  • From February 2022 to April 2023, he was the Chairman of the Agency of the Republic of Kazakhstan on Combating Corruption. On 3 April 2023, by Decree of the Head of State, he was appointed Head of the Administration of the President of the Republic of Kazakhstan.
  • On 6 February 2024 he was appointed Prime Minister of the Republic of Kazakhstan by the Decree of the President of the Republic of Kazakhstan.

He was awarded the Orders of

  • Aibyn of ІІ Rank (2014),
  • Dank of ІІ Rank (2021).
Erbolat Dossayev

Yerbolat Dossayev

Member of the Board of Directors,
Deputy Head of the Administration of the President of the Republic of Kazakhstan

Date of election:December 2025

Education:

  • Almaty Power Engineering Institute
  • Bauman Moscow State Technical University

Working experience:

  • From 1997 to 1998, Yerbolat Askarbekovich served as Deputy Chairman of the Management Board of Turan‑Alem Bank CJSC.

Over different years, he held senior positions in the public service, including Advisor to the Prime Minister of the Republic of Kazakhstan in 1998;

  • Vice Minister of Energy, Industry and Trade of the Republic of Kazakhstan from 1998 to 2000;
  • Vice Minister of Finance of the Republic of Kazakhstan from 2000 to 2001;
  • Chairman of the Agency for Regulation of Natural Monopolies, Competition Protection and Small Business Support from 2001 to 2003;
  • Minister of Finance of the Republic of Kazakhstan from 2003 to 2004;
  • Minister of Health of the Republic of Kazakhstan from 2004 to 2006;
  • Minister of Economic Development and Trade of the Republic of Kazakhstan, Minister of Economy and Budget Planning of the Republic of Kazakhstan, and Minister of National Economy of the Republic of Kazakhstan from 2012 to 2016.
  • From 2016 to 2017, he served as Chairman of the Management Board of Baiterek National Managing Holding.
  • From 2017 to 2019, he held the position of Deputy Prime Minister of the Republic of Kazakhstan;
  • From 2019 to 2022, Chairman of the National Bank of the Republic of Kazakhstan;
  • and from 2022 to 2025, Akim of Almaty city.
  • On 19 September 2025, by Decree of the Head of State, he was appointed Deputy Head of the Administration of the President of the Republic of Kazakhstan.
Wong Heang Fine

Wong Heang Fine

Member of the Board of Directors,
Independent Director

Date of election:October 2024

Education:

  • Bachelor of Science (Mechanical Engineering), First Class Honors, University of Leeds
  • MSc (Engineering Production and Management), University of Birmingham

Working experience:

  • Wong H.F. has over 40 years of experience in senior management positions across various industries (developer, contractor and consultant).
  • He has contributed to the development of top tier private and listed enterprises such as Cathay Organisation, Sembcorp E&C, CapitaLand Residential Singapore and Surbana Jurong (SJ). Since 2015, as the founding Group CEO of Surbana Jurong, he led the company to achieve six-fold growth, transforming it into one of Asia’s largest urban, infrastructure, and management services consultancy firms. Under his leadership, Surbana Jurong expanded its global talent pool to over 16,500 employees across 120+ offices in more than 40 countries. He retired in September 2022.
  • Wong H.F. serves on the Boards of Directors of several government organizations and private companies such SusDev Pte Ltd, Asia Infrastructure Solutions Singapore, Fineland Holdings Pte Ltd, National University Health System Pte Ltd, Temasek Trust Ltd, China Harbour, Sunray Construction Pte Ltd, Changi Airport International Pte Ltd, GISI Consulting Group Inc, TT IPC Ltd.
  • Wong H.F. has been awarded the Public Service Star (BBM) for his contributions during COVID-19, the Medal of Commendation at the NTUC May Day Awards 2020 and the honorary title of iBuildSG Distinguished Fellow from the Building and Construction Authority (BCA). He has also received the Start Partner Award from the Corrupt Practices Investigation Bureau (CPIB). Wong H.F. was formerly a Fellow of the Royal Institution of Chartered Surveyors (RICS).
Bolat Zhamishev

Bolat Zhamishev

Member of the Board of Directors,
Independent Director

Date of election:July 2022

Education:

  • Kazakh Agricultural Institute – Economics
  • Candidate of Economic Sciences

Working experience:

  • In different years, Bolat Zhamishev held senior positions in the public service: Vice-Minister of Labour and Social Protection of the Population of the Republic of Kazakhstan from November 1997 to March 1999;
  • Vice-Minister of Finance of the Republic of Kazakhstan from March 1999 to June 2001;
  • Vice-Minister of Internal Affairs of the Republic of Kazakhstan from June 2001 to February 2002;
  • First Vice-Minister of Finance of the Republic of Kazakhstan from February 2002 to February 2003;
  • Deputy Chairman of the National Bank of the Republic of Kazakhstan from February 2003 to January 2004; 
  • Chairman of the Agency of the Republic of Kazakhstan for Regulation and Supervision of the Financial Market and Financial Organizations from January 2004 to January 2006.
  • From June 2006 to November 2007, he was Deputy Chairman of the Management Board of the Eurasian Development Bank (EDB), from November 2007 to November 2013 – Minister of Finance of the Republic of Kazakhstan; from November 2013 to August 2014 – Minister of Regional Development of the Republic of Kazakhstan. He served as Chairman of the Management Board of Development Bank of Kazakhstan JSC from August 2014 to April 2019;
  • Chairman of the Board of Directors of the Social Health Insurance Fund from April 2020 to August 2022. From 15 January 2022 to 31 January 2025, he was Chairman of the Board of the Public Fund "Qazaqstan Halkyna".
  • On 2 September 2019, Bolat Zhamishev was elected as an independent director, member of the Board of Directors of Aitas KZ JSC.
  • On 30 October 2020, he was elected as an independent director, Chairman of the Board of Directors of Bank RBK JSC.
  • On 17 February 2022, he was elected the Chairman of the Public Council of Samruk-Kazyna JSC.

Awarded orders:

  • Kurmet, Parasat, Barys of III degree, medals.
Luca Sutera

Luca Sutera

Member of the Board of Directors,
Independent Director

Date of election:July 2020

Education:

  • Bocconi University (Italy) – Master's Degree in Business Economics
  • IE Business School International School (Spain) – Global Executive MBA programme for top executives
  • Certified Public Accountant (CPA)
  • Chartered Institute of Directors (CloD)

Working experience:

  • Mr. Sutera is an experienced financial and investment executive with a 27-year track record, including 20 years serving as a Chief Financial Officer for global energy companies and sovereign wealth funds in Europe, Russia, and the Middle East. Currently, Mr. Sutera is an Operating Partner at Asterion Industrial Partners, a leading European investment management firm specializing in European infrastructure with assets under management exceeding €10 Billion invested across 3 Funds and 18 portfolio companies in UK, Italy, Spain, France, Ireland, Germany.
  • Prior to joining Asterion Industrial Partners, from 2015 to 2020, Mr. Sutera held the position of Chief Financial Officer at Nebras Power, a state-owned global energy company based in Qatar. From 2011 to 2015, Mr. Sutera served as Chief Financial Officer of the Global Power & Water Business of TAQA, a state-owned global energy company based in Abu Dhabi, United Arab Emirates.
Mohamed Jameel Al Ramahi

Mohamed Jameel Al Ramahi

Member of the Board of Directors,
Independent Director

Date of election:August 2023

Education:

  • University of Evansville (USA) – Business Administration (Finance)
  • Diploma in Compliance

Working experience:

  • Mohamed Jameel Al Ramahi is the CEO of Masdar. Under his leadership, Masdar has evolved into a global leader in renewable energy, growing its portfolio of clean energy projects to over 50GW, on the road to delivering 100GW by 2030.
  • Mr Al Ramahi first joined Masdar in 2008 and has held senior positions in the company for nearly a decade and a half, including CFO and COO before his appointment as CEO in 2016.
  • Mr Al Ramahi holds a number of key executive positions both in the UAE and internationally. He serves as Chairman of the Executive Committee of Masdar, as well as Chairman of Masdar Americas, Masdar’s U.S. subsidiary, and Saeta, Masdar’s platform for project development on the Iberian Peninsula. He also serves as Vice‑Chair of the Global Council on Sustainable Development Goals for Sustainable Development Goal No. 7, “Affordable and Clean Energy”.
  • Mr Al Ramahi is a member of the Board of Directors of the Hydrogen Council, a global, CEO‑led initiative aimed at advancing the hydrogen economy. He also serves on the Boards of Directors of Shuaa 3 and Shuaa 4, which implement the respective phases of the Mohammed bin Rashid Al Maktoum Solar Park (MBR Solar Park), as well as Terna Energy, Masdar’s platform in Greece and Eastern Europe.
  • Mr Al Ramahi was awarded the Order of National Merit by President Emmanuel Macron of the French Republic and the Order of Friendship by President Shavkat Mirziyoyev of the Republic of Uzbekistan for his commitment to strengthening the UAE's bilateral relations with the said countries.
  • Mr. Al Ramahi is an Honorary Fellow of the Energy Institute and has been named CEO of the Year 2023 by S&P Global Platts, among various other international accolades.
Nurlan Zhakupov

Nurlan Zhakupov

Member of the Board of Directors,
Chairman of the Management Board of Samruk-Kazyna JSC.

Date of election: April 2023

Education:

  • Moscow State Institute of International Relations of the Ministry of Foreign Affairs of the Russian Federation, Department of International Economic Relations – Bachelor of Economics, Master of Economics, Candidate of Economic Sciences

Working experience:

  • Nurlan Zhakupov was as a financial analyst at the Eurasian Industrial Association (ENRC) from 2001 to 2003.
  • In 2003–2004 he was a business manager at Chambishi Metals PLC (Kitwe, Zambia) and in 2004–2007 a project manager at Research, Investment and Development Ltd. From 2007–2009, he worked as a share price analyst for publicly traded companies in Credit Suisse's basic materials team. In 2009–2011, he was Managing Director, member of the Management Board of Tau-Ken Samruk National Mining Company JSC.
  • In 2011–2012, he became the Director of Investment Banking Department, Head of Representative Office in Astana city of JSC Subsidiary Bank RBS (Kazakhstan).
  • In 2012–2016, he worked as Executive Director of the Investment Banking Department, Head of the Astana Representative Office of UBS AG Almaty Representative Office
  • In 2016–2017, he was Managing Director for Development and Investments – member of the Management Board of NAC Kazatomprom JSC.
  • In 2017–2019, he worked as Chairman of the Management Board of JSC SPK Astana.
  • In 2019–2020 he was the Representative in Kazakhstan of Rothschild & Co.
  • From 2020 to April 2023, he worked as the Chairman of the Management Board of Kazakhstan Investment Development Fund (KIDF) Management Company Ltd.
  • On 4 April 2023, he was appointed the Chairman of the Management Board of Samruk-Kazyna JSC.

The composition of the Board of Directors of the Fund is presented as of  31 December 2025.

The authority of Dossayev E.A. as a member of the Fund’s Board of Directors was terminated ahead of schedule in connection with his dismissal from the position of Deputy Head of the Administration of the President of the Republic of Kazakhstan, pursuant to the Decree of the President of the Republic of Kazakhstan dated March 25, 2026.

Changes in the composition of the Fund's Board of Directors in 2025

DateMember of the Board of DirectorsEvent
From 20 December 2025 Yerbolat DossayevDeputy Head of the Administration of the President of the Republic of Kazakhstan, was elected as a member of the Board of Directors
From 12 April 2025 to 25 September 2025Kanat Bisimbayevich SharlapayevAssistant to the President of the Republic of Kazakhstan for Economic Affairs, served as a member of the Board of Directors
From 21 June 2024 to 17 February 2025Yerulan ZhamaupayevAdviser to the President of the Republic of Kazakhstan, served as a member of the Board of Director
From 26 September 2025SKAI (Samruk‑Kazyna Artificial Intelligence)Was elected as a member of the Board of Directors.

Work of the Board of Directors in 2025

During 2025, a total of

21

meetings of the Board
of Directors were held

79 issues were
considered

In 2025, the Board of Directors provided strategic guidance and oversight of the Fund's activities in accordance with the established goals and objectives. The meetings considered issues aimed at ensuring sustainable development, improving management efficiency and implementing investment projects.

Meetings of the Board of Directors were held in accordance with the approved Work Plan of the Fund's Board of Directors. Meetings of the Board of Directors and its Committees were organised using in-person or absentee voting.

During 2025, a total of 21 meetings of the Board of Directors were held, including 5 meetings held in person and 16 absentee meetings. In total, 79 issues were considered, with relevant decisions adopted and 213 instructions issued as a result.

An analysis of the activities of the Board of Directors for the period from 2019 to 2025 demonstrates an increase in the number of meetings from 10 to 21. At the same time, a reduction in the average number of issues considered per meeting was observed, indicating a more in‑depth consideration of agenda items. In 2025, the trend towards holding absentee meetings was maintained.


Indicator2019202020212022202320242025
Number of meetings10
(6 in-person/
4 absentee)15
(5 in-person/
10 absentee)10
(8 in-person/
2 absentee)18
(12 in-person/ 6 absentee)20
(8 in-person/
12 absentee)17
(4 in-person/
13 absentee)21
(5 in-person/
16 absentee)
Number of questions881011161211118379
Average number of questions per meeting (rounded to whole numbers)97127654

Participation in meetings of the Board of Directors in 2025

№Member of the Board of Directors, positionParticipation/Total number of meetings of the Board of Directors in 2025
1Olzhas Bektenov, Chairman of the Board of Directors, Prime Minister of the Republic of Kazakhstan21/21
2Yerulan Zhamaubaev, member of the Board of Directors, Advisor to the President of the Republic of Kazakhstan2/2
3Kanat Sharlapayev – Member of the Board of Directors, Assistant to the President of the Republic of Kazakhstan for Economic Affairs8/11
4Yerbolat Dossayev – Member of the Board of Directors, Deputy Head of the Administration of the President of the Republic of Kazakhstan0/3
5Bolat Zhamishev, Independent Director21/21
6Luca Sutera, Independent Directo19/21
7Mohamed Jameel Al Ramahi, Independent Director21/21
8Wong Heang Fine – Independent Director21/21
9Nurlan Zhakupov, member of the Board of Directors, Chairman of the Management Board of the Fund21/21
10SKAI (Samruk‑Kazyna Artificial Intelligence) – Member of the Board of Directors6/7

Note: members of the Board of Directors did not participate in the meetings of the Fund's Board of Directors for objective reasons

Measures taken by the Board of Directors to achieve the strategic goals of the Fund for the long-term value growth and sustainable development of the organisation.


  • During the reporting year, the Board of Directors provided strategic management of the Fund's activities, making key decisions aimed at achieving long-term goals and improving the efficiency of asset management.
  • The Board of Directors reviewed important industry initiatives as part of setting objectives for the 2026–2030 mid-term period and monitoring the fulfilment of the Fund's key performance indicators for 2024 as part of the Fund's 2024–2028 Action Plan.
  • Special attention was paid to monitoring investment projects of the Fund's Group companies. To increase responsibility for the timely implementation of projects, starting from 2023, the key tasks for such projects are included in the Fund's system of motivational indicators with a transition to the next year.
  • In August 2025, the Board of Directors revised the corporate key performance indicator “Implementation of major investment projects” by expanding the list of projects to include those implemented in accordance with directives Head of State, as well as projects related to the implementation of a major polyethylene production project within the framework of the Concept for the Development of the Fuel and Energy Complex of the Republic of Kazakhstan for 2023–2029, approved by Resolution No. 724 of the Government of the Republic of Kazakhstan dated June 28, 2014, and directives of the Prime Minister of the Republic of Kazakhstan concerning the implementation of promising geological exploration projects.
  • In the course of monitoring project implementation, the Board of Directors developed recommendations and instructions, including on interaction with government bodies in order to ensure the timely completion of key project stages, including the coordination of necessary decisions at the governmental level.
  • The Board of Directors actively participated in the implementation of the privatization plan under Resolution No. 908 of the Government of the Republic of Kazakhstan dated December 29, 2020, ensuring the consideration of key issues related to transferring assets of the Fund’s group into a competitive environment. At the end of 2025, decisions were made to determine the method of transferring a stake in one of the Fund’s group assets, including an interest in a large industrial enterprise, into the competitive environment. Twice a year, the Board of Directors reviewed detailed reports on the progress of the Government’s privatization plans in accordance with the above-mentioned resolution, based on the results of 2024 and for the first half of 2025.
  • At each regular in-person meeting of the Board of Directors throughout the year, information reports from the CEO of the Fund were presented, containing details on key events, operational data on production and financial performance, information on support for domestic manufacturers in the Fund group’s procurement, as well as on charitable activities of the group companies and the Fund’s plans. As part of these reports, information was also provided on the progress of R&D development in accordance with the Board’s instructions.

In 2025, the Board of Directors exercised oversight over the functioning of the risk management system of the Fund and its portfolio companies, considering risk management as a key corporate governance tool. Quarterly consolidated reports on critical risks were prepared based on up-to-date financial data at the time of preparation and submitted to Board members no later than one month after the end of the reporting period.

Throughout the year, the Board of Directors reviewed risks included in the red zone of the risk map, including:

  • risks related to the implementation of major priority investment projects;
  • liquidity risks and compliance with financial covenants;
  • cyber risks;
  • occupational health and safety risks;
  • social and reputational risks,
  • ensuring timely awareness and effective oversight of risk management measures.
  • Within the framework of the declared “Year of Working Professions,” in accordance with Decree No. 744 of the President of the Republic of Kazakhstan dated December 25, 2024, the Board of Directors supported initiatives aimed at the development of blue-collar professions. As part of this initiative, a Social Support Policy addressing housing issues for employees of the Fund’s group was approved, primarily targeting workers and production and technical personnel in need of housing or improved living conditions.
  • In 2025, the Board of Directors adopted decisions to update internal regulatory documents of the Fund and its subsidiaries. In particular, amendments were made to several key provisions, including:
  • rules for the development and implementation of action plans;
  • investment policy;
  • company valuation procedures;
  • as well as a number of other regulatory procedures related to the Fund’s operations and asset management. These measures contributed to streamlining corporate procedures and improving transparency and management efficiency.
  • During the reporting year, key reports were reviewed and approved at the level of the Board of Directors, including the report on compliance with the principles and provisions of the Corporate Governance Code, and the report on the implementation of the Agreement on Cooperation with the Government of the Republic of Kazakhstan was noted.
  • In addition, in June 2025, the Board of Directors approved the Annual Report and the Sustainability Report for 2024. The Sustainability Report was prepared in accordance with GRI international standards and underwent independent external assurance by PricewaterhouseCoopers LLP in accordance with the ISAE 3000 standard, and also successfully passed the GRI Services review for correct application of the standard, receiving the official GRI Services Content Index mark.


The most important issues considered by the Board of Directors in 2025:

Reports

  • СЕО Report
  • Monitoring of major investment projects of the Fund Group
  • Report on the progress of withdrawal for sale of assets of the Fund and its subsidiaries in the framework of implementation of the Resolution of the Government of the Republic of Kazakhstan dated 29 December 2020 No.908
  • Report on the Results of the Transformation Programme Implementation
  • Report on the implementation of the Agreement on Cooperation between the Government of the Republic of Kazakhstan and the Fund
  • Reports on the activities of the Committees of the Board of Directors in 2024
  • Quarterly risk report
  • Report on the implementation of the Fund's Action Plan for 2024-2028 for the year 2024
  • Charity Programme Performance Report for 2024

Strategic and transactional issues

  • Approval of the Fund's Action Plan 2026-2030 and the Fund's budget 2026
  • Approval of the Annual Financial Statements and Net Profit Allocation Procedure for 2024
  • Approval of motivational key performance indicators
  • Raising funds by issuing bonds of the Fund and determining the terms of their issuance
  • Approval of Related‑Party Transactions
  • On issues related to the Transfer of an Asset into a Competitive Environment
  • Acquisition, disposal of interests in other legal entities
  • On issues Related to the Fund’s Participation in the Activities of Other Legal Entities

Corporate governance issues

  • Approval of the Board of Directors' Work Plan 2026
  • Approval of the Annual Report 2024
  • Approval of the Sustainability Report 2024
  • Matters relating to the work of the committees, including their composition
  • Approval of the Report on compliance/non-compliance with the principles and provisions of the Corporate Governance Code 2024

Approval of internal regulatory documents

  • Approval of amendments to the Fund's internal regulatory documents

Issues of structures reporting to the Board of Directors

  • Compliance, Internal Audit and Ombudsman reports
  • Personnel issues of the Internal Audit Service

Further improvement of the corporate governance efficiency for the Group

Strengthening corporate governance is one of the main aspects for increasing the long-term value of companies. Implementation of the best global corporate governance practices will increase the level of trust in the Fund among shareholders and investors, reduce the cost of borrowed capital and, as a result, increase the long-term value of the company.

In 2025, the Fund carried out a number of activities in this direction.


Updating the Fund's Corporate Governance Code

A key outcome was the implementation of a unified Corporate Governance Code for the Fund’s group companies, in accordance with Resolution No. 33/25 of the Fund’s Management Board dated 3 July 2025. This initiative was undertaken to enhance the autonomy, quality, and independence of corporate governance within the Fund, as well as across its subsidiaries and affiliates. The adoption of the Code established uniform corporate governance standards, ensured consistency in approaches, and enabled the harmonization of corporate practices across all portfolio companies.

It is important to note that, over the course of the year, key corporate documents of the Fund’s group were also updated. These included the Rules for the Formation of Boards of Directors and Supervisory

Boards, the Policy on Engagement with Portfolio Companies, and disclosure-related documents. In addition, standardized document templates were developed and implemented, including work plans of Boards of Directors, performance reports, corporate governance and ESG plans, as well as KPIs for corporate secretaries.

To strengthen the Fund’s methodological role and improve the quality of interaction, a structured communication platform was established, incorporating regular meetings with portfolio companies.

Ensuring gender equality


As part of implementing the instruction of the Head of State to gradually increase the share of women in the governing bodies of state-owned companies to 30%, efforts were undertaken to expand the representation of women on Boards of Directors and in executive bodies.

Within this framework, the Fund conducts regular analysis and monitoring of the number of women serving on the Boards of Directors and Supervisory Boards of portfolio companies. The Fund and its portfolio companies continuously identify and select qualified female candidates who meet the requirements established by the legislation of the Republic of Kazakhstan, the Code, and the Fund’s internal regulatory documents for election to the Boards of Directors and Supervisory Boards.

In 2025, a total of nine women were elected and re-elected to governing bodies, reflecting consistent progress in increasing female representation. Despite this positive trend, the indicator remains below the established target level, necessitating further expansion of the talent pool and the strengthening of systematic measures.

Composition of the Boards of Directors/Supervisory Boards of portfolio companies

In accordance with the provisions of the Fund’s Corporate Governance Code, the Boards of Directors and Supervisory Boards of the Fund’s companies, as well as their respective committees, must ensure an appropriate balance of skills, experience, and expertise to enable independent, objective, and effective decision-making in the best interests of the company.

In this regard, taking into account the strategic goals, objectives, development plans, and sectoral focus areas of the Fund’s companies, and in alignment with the requirements of the legislation of the Republic of Kazakhstan, the Fund’s Corporate Governance Code, and its internal regulatory documents, systematic efforts are being undertaken to enhance the professional composition of the Boards of Directors and Supervisory Boards across the Fund’s portfolio companies.

Ensuring transparency and disclosure of information

The Fund discloses information in accordance with the requirements of the legislation of the Republic of Kazakhstan, including, in particular, the Laws of the Republic of Kazakhstan On Joint Stock Companies, On the National Welfare Fund, On the Securities Market, and On Access to Information, as well as other regulatory legal acts, the Fund’s Corporate Governance Code, and its internal documents governing information disclosure and protection.

To ensure the full exercise of the Sole Shareholder’s right to access information in accordance with the legislation of the Republic of Kazakhstan and the Fund’s Charter, to maintain transparency of key aspects of the Fund’s activities for stakeholders, to demonstrate the Fund’s commitment to high standards of corporate governance, and to build and sustain a positive corporate image, the Information Disclosure Policy of Samruk-Kazyna JSC has been approved.

International co-operation in the field of corporate governance

The Fund continued active engagement with international organisations, including the OECD, through participation in expert reviews and the development of the Action Plan for 2026–2029.

Cooperation was also further developed with specialised organisations and consultants, including QID, PwC, KPMG and Samruk Business Academy, in the areas of corporate governance development, capacity building and the implementation of best practices.

Other corporate governance initiatives

During the reporting period, the Fund implemented initiatives aimed at digitalisation, improving the quality of governance and developing the institutional environment of corporate governance.

Key focus areas included:

  • implementation of digital solutions and artificial intelligence tools for document analysis and assessment of the performance of Boards of Directors;
  • development of the institution of corporate secretaries, and the development of standardised documents;
  • unification of approaches across the Fund Group through the implementation of the unified Corporate Governance Code.

The initiatives implemented contributed to reducing subjectivity in the assessment of the performance of governing bodies, accelerating approval procedures and enabling more informed decision‑making.

Key Plans for 2026

  • implementation of modern digital tools and analytical solutions in decision preparation and decision-making processes;
  • completion of the update of internal regulatory documents of portfolio companies;
  • strengthening of monitoring of corporate governance and the ESG agenda;
  • renewal of the composition of governing bodies in accordance with legislative requirements and objectives related to improving gender balance;
  • expansion of training practices and enhancement of cooperation with international organizations, including the implementation of OECD recommendations.

Evaluation of the Board of Directors' performance


The evaluation of the performance of the Fund’s Board of Directors is conducted in accordance with the Regulations on the Evaluation of the Activities of the Board of Directors, its committees, and the Chairman and members of the Board of Directors of Samruk-Kazyna JSC, approved by the resolution of the Fund’s Board of Directors dated October 27, 2023, No. 226.

In the reporting year, under the leadership of the Chairman of the Board of Directors, an evaluation of the Board’s performance was carried out through a self-assessment survey of the members of the Board of Directors, its committees, and the Corporate Secretary Service. Overall, the members of the Board of Directors positively assessed the Board’s performance, noting that it fully understands the Fund’s mission, vision, strategic priorities, objectives, key challenges, and values, and takes all of these into account when making decisions on key matters.


Committees of the Board of Directors

Decisions of the Board of Directors are made by simple majority vote after careful consideration by the relevant committees, which take sufficient time to discuss and analyse each issue.

The Committees play a key role in ensuring in-depth analysis and scrutiny of issues that fall within the competence of the Board of Directors, thus contributing to the quality of decision-making.

Committees are established to conduct detailed analyses and develop recommendations on the most significant issues prior to their consideration at meetings of the Board of Directors. The existence of committees does not exempt members of the Board of Directors from responsibility for decisions made within the competence of the Board of Directors. The Chairmen of the Committees prepare annual reports on the activities of the Committees, which are then presented and considered at meetings of the Board of Directors.

Committees of the Board of DirectorsAudit CommitteeNomination and remuneration committeeSpecialised Committee

Audit Committee

Role of Committee

The Audit Committee is an advisory and consultative body of the Fund's Board of Directors, established to assist the Fund's Board of Directors in fulfilling its control functions over the integrity of financial reporting, the effectiveness of internal control and risk management systems, compliance with the principles of corporate governance and the independence of both external and internal audit functions. The existence of committees does not exempt members of the Board of Directors from responsibility for decisions made within the competence of the Board of Directors.

In addition, the Audit Committee makes recommendations to the Fund's Board of Directors regarding the appointment or reappointment of external auditors.

In accordance with the provisions of the Corporate Governance Code, only independent directors with in-depth knowledge and practical experience in the areas of accounting and audit, risk management, and internal control may be members of the Audit Committee.


Changes in the composition of the Audit Committee

There were no changes in the composition of the Audit Committee in 2025. The composition of the Committee 
as at 31 December 2025 was as follows:

  • Luca Sutera – Independent Director, Chair of the Committee;
  • Bolat Zhamishev – Independent Director, Member of the Committee;
  • Heng Fain Wong – Independent Director, Member of the Committee.


Work of the audit committee for 2025

During the reporting period, the Audit Committee reviewed 51 matters related to external and internal audit, internal control and risk management systems, financial reporting, corporate governance, and compliance.
In order to enhance the quality of materials and recommendations submitted to the Fund’s Board of Directors, the Audit Committee placed particular emphasis on the planning and preparation of its meetings. This approach ensured that sufficient time was allocated for the thorough review and discussion of each agenda item, taking into account the number of participants involved.

On external Audit

  • The status of the auditor rotation plan of Samruk-Kazyna JSC was reviewed;
  • The Audit Planning Report for the year ended 31 December 2024 was reviewed;
  • The results of the audit of the Fund’s consolidated and separate financial statements for the year ended 31 December 2024 were reviewed, including matters related to auditor independence;
  • Information on the limited review procedures of the Fund’s interim condensed consolidated and separate financial statements for the three- and six-month periods ended 30 June 2025 was noted;
  • Information on audit and non-audit services performed for the Fund Group in 2025 was reviewed;
  • Matters related to the provision of advisory non-audit services to the Fund and its subsidiaries were reviewed and approved.

On internal Audit

  • The audited annual report for 2024 and quarterly reports for Q1–Q3 2025 were reviewed, as well as reports on unscheduled audits;
  • The performance effectiveness of the Internal Audit Service employees and their individual development plans for the reporting year was assessed;
  • Matters related to the early termination of the authority of an employee of the Internal Audit Service were reviewed and approved;
  • Matters related to the appointment and determination of remuneration for an employee of the Internal Audit Service were reviewed and approved;
  • The objectives of the Internal Audit Service employees were noted, and the objectives of the Head of the Internal Audit Service for 2025 were approved and recommended to the Board of Directors of the Fund for approval;
  • The results of the independent quality assessment were reviewed and approved;
  • Amendments to the Regulations on remuneration, performance evaluation, and social support for the Ombudsman, Corporate Secretary, Head of Compliance Service, and employees of the Internal Audit Service of Samruk-Kazyna JSC were reviewed and approved;
  • The Annual Audit Plan of the Internal Audit Service for 2026 was approved, including the implementation of joint audits with the internal audit services of the Fund group companies.

On Compliance service

  • Reports of the Compliance Service for the second half of 2024 and the first half of 2025 were reviewed;
  • The performance effectiveness for the second half of 2024 and the first half of 2025, as well as the individual development plan of the Head of the Compliance Service for the second half of 2024, were assessed;
  • The goal maps for the first and second halves of 2025, the individual development plan of the Head of the Compliance Service for 2025, as well as the work plan of the Compliance Service for the first and second halves of 2025 were approved and recommended for approval by the Board of Directors;
  • Considered and provided recommendations to the Board of Directors on approval of the Fund's Anti-Corruption Policy and the Regulations on the Compliance Service of the Fund in a new version;
  • Reviewed and approved the appointment of an employee to the Compliance Service based on a proposal provided by the Chief Compliance Officer;
  • The results of the performance assessment of heads of compliance functions in the Fund’s portfolio companies, the internal corruption risk assessment within the Fund for 2024, as well as compliance process automation initiatives were reviewed.

On internal control and management

  • Reviewed and presented to the Board of Directors the consolidated quarterly and annual risk reports of the Fund Group for 2024 and 9 months of 2025, as well as the risk map and register, and the risk appetite for 2025;
  • The report on improving the internal control system for 2025, including the results of the assessment of the effectiveness of the design of control procedures, was reviewed and taken into account;
  • During the year, the Audit Committee spent significant time discussing risk and engaging with risk owners, facilitating open and transparent communication as well as high quality discussions on key risks.

On financial reporting

  • Reviewed and presented to the Board of Directors for approval the Separate and Consolidated Financial Statements of the Fund for the year ended 31 December 2024;
  • Considered the interim condensed consolidated and separate financial statements of the Fund for the 3 and 6 months ended 30 March and 30 June 2025.

On corporate governance

  • Recommended the Board of Directors to approve the report on compliance/non-compliance with the principles and provisions of the Fund's Corporate Governance Code;
  • Reviewed and presented to the Board of Directors for approval the Annual Report and the 2024 Sustainability Report of the Fund;
  • Recommended the Board of Directors to approve amendments and additions to the Fund's Corporate Accounting Policy.

Participation of Committee members in meetings in 2025

№Committee MemberPositionParticipation in Committee meetings (%)
1Luca SuteraIndependent Director, member of the Board of Directors of the Fund, Chairman of the Committee100%
(20/20)
2Bolat ZhamishevIndependent Director, member of the Board of Directors of the Fund, member of the Committee100%
(20/20)
3Wong Heang FineIndependent Director, member of the Board of Directors of the Fund, member of the Committee100%
(20/20)

Transformation Programme Oversight Committee

Role of the committee

The Transformation Programme Oversight Committee is an advisory body of the Fund's Board of Directors. Its remit includes making recommendations to the Fund's Board of Directors on the issues of monitoring and evaluation of the implementation of the Fund's Transformation Programme, as well as on the issues of privatisation and restructuring of the Fund Group's assets.

Committee's work in 2025


In 2025, the Transformation Programme Oversight Committee held 2 absentee meetings.

The Committee meetings were held on a regular basis in accordance with the Committee's Work Plan for 2025, which in turn included the priority and most important issues of the Committee's activities. In total, during this period the Committee considered 4 issues within its remit.

The following issues were considered and discussed at the Committee meetings:

  • Report on the activities of the Committee for Control over Implementation of the Transformation Programme under the Board of Directors of Samruk-Kazyna JSC for 2024; 
  • On approval of the Work Plan of the Committee for Control over Implementation of the Transformation Programme under the Board of Directors of Samruk-Kazyna JSC for 2025
  • Report on the progress of withdrawal for sale of assets of Samruk-Kazyna JSC and its subsidiaries within the framework of execution of the Resolution of the Government of the Republic of Kazakhstan dated 29 December 2020 No.908 based on the results of 2024;
  • Report on the Results of the Implementation of the Transformation Programme of Samruk‑Kazyna JSC.

Following the review of the issues, the Committee formulated appropriate recommendations for the Board of Directors.

Termination of the Transformation Programme Oversight Committee

In connection with the completion of the Transformation Programme focused on digitalisation and modernisation of the portfolio companies of Samruk-Kazyna Group, as well as the transition of the remaining activities and projects within the current operational activities of the Group, the Board of Directors of the Fund decided to terminate the Transformation Programme Oversight Committee (Decision No.251 dated 23 April 2025).

Participation of Committee members in meetings in 2025

№Member of the Transformation Programme Implementation Monitoring CommitteePositionParticipation in Committee Meetings (%)
1Olzhas BektenovPrime Minister of the Republic of Kazakhstan, Chairman of the Board of Directors of the Fund, Chairman of the Committee100%
(2/2)
2Bolat ZhamishevIndependent Director, member of the Board of Directors of the Fund, member of the Committee100%
(2/2)

Nomination and remuneration committee

Role of the Committee

The Nomination and Remuneration Committee makes recommendations and formulates proposals on the following matters:

  • Election of members of the Management Board (except for the Chairman of the Management Board);
  • Determining the amount and terms of remuneration and bonuses for the Chairman and members of the Management Board, the Ombudsman and the Corporate Secretary;
  • Consideration of corporate KPIs of the Fund and functional KPIs of the members of the Management Board;
  • Consideration of the Fund's personnel policy and induction policy for newly elected members of the Board of Directors.

Changes in the composition of the nomination and remuneration committee


The Nomination and Remuneration Committee is formed predominantly of independent directors. This structure ensures objectivity and independence in decision-making, excluding the possibility of stakeholders' influence on the opinions and judgements of the Committee members.

There were no changes to the composition of the Nomination and Remuneration Committee in 2025.

The Committee as of 31 December 2025 consisted of the following individuals:

  • Olzhas Bektenov - Prime Minister of the Republic of Kazakhstan – Chairman of the Committee;
  • Mohamed Jameel Al Ramahi is an Independent Non-Executive Director and a member of the Committee;
  • Luca Sutera is an independent director and a member of the Committee.

Work of the Nomination and Remuneration Committee in 2025

In 2025, the Nomination and Remuneration Committee held 8 absentee meetings

The Committee meetings were organised on a regular basis in accordance with the Committee's Work Plan for 2025, which included the priority and most important issues of the Committee's activities. In total, the Committee considered 13 issues within its competence during this period.

The following issues were considered and discussed at the Committee meetings:

  • On the election to the Fund’s Management Board of the Co‑Managing Director for Strategy and Asset Management B.R. Taubayev, effective from 13 June 2025, and the Managing Director for Digitalisation A.E. Ospanov, effective from 14 November 2025;
  • On the approval of the motivational key performance indicator maps of Samruk‑Kazyna JSC for 2025 and 2026, as well as the actual performance data for 2024.
  • On some issues of activity of the Ombudsman of Samruk-Kazyna JSC and organisations included in the group of Samruk-Kazyna JSC (twice);
  • Report on the activities of the Nomination and Remuneration Committee of the Board of Directors of Samruk-Kazyna JSC for 2024;
  • On approval of the Work Plan of the Nomination and Remuneration Committee of the Board of Directors of Samruk-Kazyna JSC for 2025.

Participation of Committee members in meetings in 2025

№Member of the Nomination and Remuneration CommitteePositionParticipation in Committee meetings (%)
1Olzhas BektenovPrime Minister of the Republic of Kazakhstan, Chairman of the Board of Directors of the Fund, Chairman of the Committee100% 
(8/8)
2Mohamed Jameel Al RamahiIndependent Director, member of the Board of Directors of the Fund, member of the Committee100% 
(8/8)
3Luca SuteraIndependent Director, member of the Board of Directors of the Fund, member of the Committee100% 
(8/8)

Specialised Committee

The Specialised Committee carries out a comprehensive and objective analysis of the impact of the activities of the Organisations included in the Fund's group on economic development as a whole or a specific industry. The analysis excludes consideration of issues related to the use of funds from the National Fund of the Republic of Kazakhstan, the republican budget, as well as state guarantees and assets.

On 13 June 2023, the Fund received a letter from the Supreme Audit Chamber of the Republic of Kazakhstan (SAC) No. 1-12-16/674/1029, which stated that the inclusion of SAC in the Specialised Committee is not possible because the permanent membership of SAC in the Specialised Committee and participation in internal audit activities in the presence of the IAS of the Fund open the door for a conflict of interest in the audit activities carried out by SAC in relation to the Fund.

Taking into account the above-mentioned position of the SAC, as well as taking into account that there is no need to continue the work of the Specialised Committee without the participation of SAC, the Fund is working on amending the Law of the Republic of Kazakhstan On Sovereign Wealth Fund in terms of abolishing the Specialised Committee.