Board Committees

Strategic Planning Committee

• Strategic development of the Company

A.N. Buyanov – chairman of the committee;

A.K. Abdualiev;

A.B. Indykbayev;

Jere Calmes;

D.Zh. Kereibayev

Personnel and Remuneration Committee

• Personnel policy; employee remuneration
• Personnel training and motivation

A.K. Abdualiev – chairman of the committee;

A.N. Buyanov;

A.B. Indykbayev;

S.E. Zhamalov;

D.Zh. Kereibayev.

Internal Audit Committee

• Financial reporting
• Internal control and risk management
• Internal and external audit

S.E. Zhamalov – chairman of the committee;

АA.K. Abdualiev;

Jere Calmes.

Sustainable DevelopmentCommittee

• Strategic matters related to sustainable development
• Development and implementation of the Company’s sustainability policies

S.E. Zhamalov – chairman of the committee;

A.N. Buyanov;

E.B. Meiramov.

In 2024, the Committee held 6 in-person meetings in accordance with approved agendas. A total of 23 agenda items were reviewed, and relevant recommendations were submitted to the Board of Directors. All matters within the Committee’s remit were duly considered during the reporting period.

The Committee reviewed and provided recommendations to the Board of Directors on the following matters:

• Approval of Kcell JSC’s Development Strategy,
• Approval of the budget, operating plan, capital expenditure plan, and parameters for investment activity,
• Development and modernisation of Kcell JSC’s network, including the implementation plan for the network RollOut,
• Related party transactions.

In 2024, the Committee held 7 in-person meetings in accordance with its meeting agendas. A total of 30 issues were reviewed, with relevant recommendations provided to the Board of Directors. All matters falling under the Committee’s scope were addressed during the reporting period.

The Committee reviewed and submitted recommendations to the Board of Directors on the following matters:

• Election of members of the Management Board,
• Staffing matters of the Compliance Control Function,
• Staffing matters of the Internal Audit Function,
• The Company’s organisational structure,
• Definition of key performance indicators (KPIs) for the Company’s senior executives,
• Performance evaluation of the Chairperson, Management Board members, and employees reporting to the Board of Directors of Kcell JSC for 2023, based on KPIs).

Additionally, the Committee conducted work on reviewing candidates for membership on the Board of Directors of Kcell JSC.

In 2024, the Committee held 6 in-person meetings in accordance with its approved agendas. A total of 33 matters were reviewed, and corresponding recommendations were submitted to the Company’s Board of Directors.

Throughout the reporting period, the Committee addressed all matters falling within its remit. In particular, the Committee reviewed and provided recommendations on the following:

• Approval of quarterly risk management reports;
• Approval of the risk map and register, as well as the Company’s risk appetite;
• Quarterly reports of the Internal Audit Function;
• Quarterly reviews of the Company’s operating performance.
• In addition, the Committee held four meetings with the external auditor during the year, covering the following topics:
• Review of the Company’s financial performance for 2023;
• Review of the external auditor’s report for the first half of 2024;
• Planning of the external audit of Kcell JSC for 2024.

The Chair of the Committee, Mr. S.E. Zhamalov, held regular meetings with members of the Management Board and staff of the Internal Audit Function to ensure ongoing oversight and effective coordination.

In 2024, the Committee held 2 in-person meetings in accordance with the approved agendas.

Two matters were reviewed, and relevant recommendations were submitted to the Company’s Board of Directors.

The Committee reviewed and provided recommendations on reports submitted by the Company’s Compliance Control Function.

In addition, Committee members regularly held meetings with members of the Management Board, the Head of the Compliance Control Function, and heads of the Company’s structural units.