Governance

The Holding’s corporate governance system defines how powers are distributed among the Sole Shareholder, the Board of Directors and the Management Board, and how the Holding’s activities are managed and overseen.

Corporate Governance Code

Corporate Governance Improvement Action Plan

Principles of corporate governance

The Holding’s corporate governance is based on fairness, honesty, responsibility, transparency, professionalism and competence. The Holding strives to improve its corporate governance system continuously by adopting international best practices and conducting regular assessments.

A new version of the Corporate Governance Code was approved by Order No. 178 of the Ministry of National Economy of the Republic of Kazakhstan dated 23 June 2025, in accordance with the Model Corporate Governance Code and OECD standards.

Fundamental principles

division of powers
protection of shareholders’ rights and interests
effective management by the Board of Directors and Management Board
sustainable development
risk management, internal control and audit
management of corporate disputes and conflicts of interest
transparent and objective disclosure of information about the Holding

Corporate governance structure

Sole Shareholder

Board of Directors

Strategic Planning Committee Committee for Personnel, Remuneration and Social Issues Audit Committee

Management Board

Performance Planning and Evaluation Committee Assets and Liabilities Management Committee Strategy and Corporate Development Committee

Ombudsman Corporate Secretary

Internal Audit Service Centralised Procurement Control Service Anti-Corruption Compliance Service

The Holding’s corporate governance bodies include:

Supreme body — Sole Shareholder
Governing body — Board of Directors
Executive body — Management Board
The Internal Audit Service oversees financial and business activities, assesses internal control, risk management and compliance with governance documents, and advises on improvements to the Holding’s operations
Other bodies established under the laws of the Republic of Kazakhstan and the Holding’s Charter

Division of powers

Powers among the Holding’s governing bodies are allocated by its Charter, Corporate Governance Code and internal documents.

Sole Shareholder

Makes decisions on matters assigned to its authority by legislation and the Holding’s Charter

Board of Directors

Provides overall direction to the Holding and oversees the Management Board

Management Board

Manages the Holding’s day-to-day operations, acts in the interests of the Holding and the Sole Shareholder, and is accountable to the Sole Shareholder and the Board of Directors

Corporate governance system assessment

By decision of the Board of Directors
Internal Audit Service assessment

Annually
Compliance report

Once every 3 years
Independent assessment

The Holding conducts an independent corporate governance assessment at least once every three years. In December 2023, KPMG Tax and Advisory LLP conducted an independent assessment and assigned the Holding a rating of 98.8% (the previous rating in 2020 was 97%).

Corporate governance rating 2020 · BAITEREK97% +1.8 pp 2023 · KPMG98.8%

The Holding’s Internal Audit Service analyses the effectiveness of its corporate governance system. The Board of Directors determines how often this analysis is conducted, taking into account the Sole Shareholder’s expectations.