Information on the activities of the Board of Directors

Board of Directors

The Board of Directors of the Corporation is a governing body that carries out the overall management of the Corporation’s activities and oversees the Corporation’s executive body, except for matters that, in accordance with the Law of the Republic of Kazakhstan “On Joint-Stock Companies” and/or the Charter of the Corporation, fall within the exclusive competence of the Sole Shareholder of the Corporation. It is also responsible for strategic guidance and for overseeing the implementation of sustainable development, with particular focus on the following matters:

• Defining the Corporation’s development strategy, including directions and outcomes.
• Setting and monitoring the key performance indicators of the Development Plan.
• Organizing and supervising the effective functioning of risk management, internal control, and corporate governance systems.
• Approving and monitoring the effective implementation of key strategic projects within the competence of the Board of Directors.
• Electing, remunerating, succession planning, and supervising the activities of the Management Board.

The Board of Directors of the Corporation carries out its activities in accordance with the Law of the Republic of Kazakhstan dated May 13, 2003, No. 415-II “On Joint-Stock Companies,” other regulatory legal acts of the Republic of Kazakhstan, the Charter of the Corporation, the Corporate Governance Code of the Corporation, resolutions of the Sole Shareholder, and other documents of the Corporation. Its objective is to fulfill the assigned tasks in financing agricultural sector entities with minimal legal, financial, and reputational risks in the interests of the Sole Shareholder, represented by the Holding.

The composition of the Board of Directors is balanced in terms of the qualifications of its members, their experience, knowledge, and professional qualities, and it enjoys the confidence of the Sole Shareholder.

Members of the Board of Directors possess impeccable business reputation, knowledge, skills, and experience in agriculture, economics and business management, as well as in law.

As of December 31, 2024, the Board of Directors consisted of 7 members, of whom 3 members (43%) were independent directors. This contributes to ensuring the independence of decision-making and fair treatment of all stakeholders in line with the interests of the Corporation.

The primary criterion for selecting independent directors is their professionalism and independence in making objective decisions free from external influence. Independent directors actively share their expertise and knowledge to apply best international practices within the Corporation. They chair the Committees of the Board of Directors and bring international management experience. Independent directors play an active role in discussing issues where conflicts of interest may arise, such as the preparation of financial and non-financial reporting, the conclusion of transactions, the nomination of candidates to the executive body, and the determination of remuneration for members of the executive body.

In 2024, 22 in-person meetings of the Board of Directors were held. All meetings were conducted with a quorum.

A total of 45 meetings of the Committees of the Board of Directors were held, with 100% attendance.