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JSC KazMunaiGas Exploration Production (KMG EP or the Company) produces crude oil, natural and associated gas from its hydrocarbon reserves on-shore in Kazakhstan. The Company also has an active exploration programme to maintain and grow its reserve base.
JSC KazMunaiGas Exploration Production is a subsidiary of the national company for oil and gas operations in the Republic of Kazakhstan, JSC National Company KazMunaiGas (NC KMG). It was formed in March 2004 through the merger of JSC UzenMunaiGas (UMG) and JSC EmbaMunaiGas (EMG).
World class corporate governance is of vital importance to the success of companies in a free and increasingly competitive market. Companies need an efficient structure, defining the relationships between the Board of Directors, management and shareholders and offering assurance to investors that their funds are being used to strengthen the company, create value and increase market capitalisation. Compliance with these principles has taken on particular relevance since the Company’s IPO in 2006. While the IPO was primarily a capital–raising exercise for the Company, it was also a sign of the commitment to complying with all the financial reporting and corporate governance standards now expected of a truly international oil and gas producer.
The system of Corporate Governance at KMG EP is determined by a number of documents issued and decisions made in 2006.
The Company adopted the Kazakhstan Corporate Management Code, modified to include certain provisions from the Combined Code (which governs UK listed companies), as its Corporate Governance Code.
Corporate governance best practice in Kazakhstan is set out in the Kazakhstan Corporate Governance Code. The Kazakhstan Corporate Governance Code is based on existing international best practice in the area of corporate governance and sets out recommendations for applying the principles of corporate governance by Kazakhstan joint-stock companies. It was approved by the Expert Council for Securities Market Matters under the National Bank of the Republic of Kazakhstan in September 2002. The Code was also approved by the Association of Financial experts of Kazakhstan in March 2005 and by the Board of Emitters in February 2005.
The Kazakhstan Corporate Management Code is based on existing international best practices in corporate governance and sets out recommendations for applying the principles of corporate governance by Kazakhstan joint-stock companies. It was approved by the Expert Council for Securities Market Matters under the National Bank of the Republic of Kazakhstan in September 2002.
The relationship with the controlling shareholder is one of the key corporate governance issues. KMG EP signed a Relationship Agreement with its parent company NC KMG to ensure that the two companies conduct business in a transparent manner and on an arms-length basis. Under the Relationship Agreement the Company can operate its business independently and in the interests of all its shareholders.
The Company has incorporated certain provisions in its Charter. According to these provisions the Board of Directors now includes three Independent Non-Executive members who assist the Company in implementing good corporate governance arrangements. They are Philip Dayer, Paul Manduca and Edward Walshe.
Many of KMG EP’s activities, transactions, acquisitions, changes in Dividend policy, including those between the Company and NC KMG, can only take place if approved by a majority of the Independent Non-Executive Directors at the relevant meeting of the full Board of Directors.
The three Independent Non-Executive Directors work closely with other Directors and the Management Board to ensure that the Company complies with its corporate governance obligations. The Directors have adopted terms of reference for and have formed an Audit Committee, a Nominations Committee, a Remuneration Committee and Strategic Planning Committe.
The Audit Committee focuses in particular on compliance with international and internal legal and accounting standards and controls. It is comprised only from Independent Directors: Philip Dayer, Paul Manduca (Chairman of the Committee) and Edward Walshe.
The Nominations Committee considers the composition of the Board of Directors, retirements and appointments as well as making appropriate recommendations on these issues. Members of this committee are Alik Aidarbayev (Chairman of the Committee), Paul Manduca and Edward Walshe.
The Remuneration Committee has responsibility for making recommendations to the Board of Directors on the Company’s policy on the remuneration of key senior members of the Board and for maintaining reports for corporate governance purposes. This committee members are Philip Dayer (Chairman of the Committee), Paul Manduca and Edward Walshe.
The Strategic Planning Committee is focused on making recommendations to the Board of Directors on the Company’s priority directives and its development strategy. The Committee’s members are Edward Walshe (Chairman of the Committee), Alik Aidarbayev and Askar Balzhanov.
The Risk Management Committee was established by the Management Board on December 27, 2007.
The Committee is staffed by the CEO, First Deputy General Director, CFO, Managing Director of Economy and Finance, Managing Director of Project Development, Managing Director of Information Technology, Managing Director of Personnel and Social Policy, head of the internal audit department, director of health, safety and environmental department.
On January 17, 2008 the Committee has approved the Risk Management Policy for further approval by the Board of Directors. The procedures plan on risk management for 2008 have also been approved by the Committee.
By rigorously following the financial and legal information disclosure requirements of the KASE and the LSE, the Company is becoming more open and transparent and is working more closely with the international teams of financial analysts and the investment community at large.
The senior management of the Company has significant technical and commercial professional experience in the oil and gas sector and has played a key role in the creation and development of major oil and gas projects in Kazakhstan. They have also taken part in formulating the state development programme for Kazakhstan's sector of the Caspian Sea.The Company’s senior management is:
Alik Aidarbayev was appointed the Chairman of the Management Board (CEO) in December 2011. Mr Aidarbayev graduated from Kazakh Polytechnic Institute named after V.Lenin, has been working in oil and gas industry since 1985 and passed through all stages of professional development in the sphere of oil and gas production. He was a senior geologist, worked as a technologist and oil and gas production foreman at “Zhetybayneft" field office, the division of “Mangyshlakneft”. Over the years, he held senior positions in the production association "Yuzhkazneftegaz”; served as General Director of JSC “Turgai-Petroleum” and JSC “Mangistaumunaigaz”. Since April 2011 was the Managing Director on Exploration and Production of National Company KazMunayGas. He was the Chairman of the Board of Directors of KMG EP since May 2011.
Vladimir Miroshnikov has been the Deputy General Director of the Company since April 2004. He had been working in oil and gas industry since 1973 with Uzenneft NSEH as an operator and chief engineer and in the management of Mangistaumunaygas OJSC, JV Karakudukmunay, and since 2002 NC KazMunaiGas.
Abat Nurseitov joined the Company in 2006 and has been working as Deputy General Director for Production since January 2012. Prior to this, he worked as Managing Director for Production. He has been working in the oil and gas industry since 1986, starting his career as an oil well operator and progressing to the Head of Zhetybaineft. He has held various managerial posts at NIPIneftegaz, Turgai-Petroleum CJSC, and the Kazakh branch of LukOil Overseas Service. He has been awarded with 100th and 110th Anniversary of Kazakh Oil medals.
Benjamin Fraser joined the Company in January 2009 as Head of the Internal Audit Department, and from September 2011 has been working as Managing Director - Financial Controller. Prior to joining the Company he worked as Group Risk Manager at Kazakhmys PLC, and has held positions at Deloitte, N M Rothschild & Sons Limited and HSBC Holding PLC. He is a member of the Institute of Chartered Accountants in England and Wales.
Malik Saulebay joined the Company in April 2011 as Managing Director for Legal Issues. Prior to this worked at KazMunaiGas Refinery and Marketing JSC, KazMunaiGas Trade House JSC, KazTransOil-Service JSC, KazTransGas JSC. He has also worked in various banking and governmental institutions. He graduated from The Kazakh Academy of Labour and Social Relations and The Kazakh State Academy of Management specializing in Law and Business & Management.
Eldan Salimov joined the Company in April 2004 as Managing Director for Logistics and Contracts. Prior to this, he worked as Deputy Director General at KazMunaiGas Trade House JSC, headed “Balalar Omiri” OJSC and “Kraft” LLP, as well as in other enterprises in the trading sector. He graduated from The Kazakh State Academy of Management and Kainar University.
Botagoz Ashirbekova joined the Company in December 2011 as Director of the HR Department. Prior to this she has held positions in Human Resources at JSC Mangistaumunaigas, JSC Turgai-Petroleum, JSC NK KOR, and in the banking and education sectors. She graduated from Kazan Federal University and has a Ph.D. in Sociology.
The Company operates with two boards, the Board of Directors and a separate Management Board (the executive body). The Chief Executive Officer, who heads the Management Board, is also a director of the Company. He is the only representative of the Management Board who is also a member of the Board of Directors. The Board of Directors therefore only contains one executive member of the Company's management. In order to improve the balance of the Board of Directors, the Company appointed three Independent Non-Executive Directors, being Paul Manduca, Edward Walshe and Philip Dayer at the time of the IPO. The other four members of the Board of Directors, including its Chairman, are representatives of NC KMG.
Sisengali Utegaliyev – graduated Tyumen Industry Institute, geological exploration faculty. From 2009 he has worked as General Manager for Production Projects at National Company KazMunayGas; from December 2007 up to June 2009 - Managing Director for Oil and Gas Production at National Company KazMunayGas. He was an Authorized representative of National Company KazMunayGas in Kazakhoil Aktobe LLP, Chairman of Kazakhoil Aktobe LLP Supervisory Board, Authorized representative of National Company KazMunayGas in Kazakhturkmunai LLP, member of General Meeting and Authorized representative of National Company KazMunayGas in Mangistaumunaigas JSC, member of the Board of Directors.
Lyazzat Kiinov - Chairman of the Management Board of NC KMG, was appointed as a member of the Company’s Board of Directors on 27 February 2012. He graduated from Kazakh Polytechnic Institute. He is a Doctor of Technical Sciences and an Academician of the International Academy of Engineering. He has been working in the oil and gas industry since 1971, and has passed through all stages of professional development in the sector. He was an Oil and Gas Production Operator at “Zhetibayneft”, worked as a Chief Engineer of the “Mangyshlakneftepromhim”, as well as a Head of “Karazhanbasstermneft” Oil and Gas Production Department, “Komsomolskneft”. He held senior positions in NC KazMunaiGas JSC, in the Caspian Pipeline Consortium, in the Ministry of Oil and Gas of the Republic of Kazakhstan. Over the years he was a Head of Mangystau oblast. Lyazzat Kiinov has been awarded the “Parasat” Order, and 10th Anniversary of Kazakhstan Independence Medal.
Alik Aidarbayev was appointed the Chairman of the Management Board (CEO) in December 2011. Mr Aidarbayev graduated from Kazakh Polytechnic Institute named after V.Lenin, has been working in oil and gas industry since 1985 and passed through all stages of professional development in the sphere of oil and gas production. He was a senior geologist, worked as a technologist and oil and gas production foreman at “Zhetybayneft" field office, the division of “Mangyshlakneft”. Over the years, he held senior positions in the production association "Yuzhkazneftegaz”; served as General Director of JSC “Turgai-Petroleum” and JSC “Mangistaumunaigaz”. Since April 2011 was the Managing Director on Exploration and Production of National Company KazMunayGas. He was the Chairman of the Board of Directors of KMG EP since May 2011.
Yerzhan Zhangaulov was appointed Managing Director of NC KMG on 6 June, 2006 and was elected as a director of KMG EP on 12 June 2006. Prior to this appointment he was Executive Director on Legal Support of NC KMG. He also headed the legal service and HR department in the Administration of the President of Kazakhstan and was the adviser to the Vice-President in NC KMG. He obtained a law degree in Karaganda State Institute in 1992.
Assia Syrgabekova was appointed Managing Director of economics and finances at nc KMG in July 2006 and was elected as a director of KMG EP on 26 March 2010. Prior to this appointment she was First Deputy chairman at halyk Bank from October 2003 as well as the chairwoman of the Management Board of halyk Bank of the Republic of Kazakhstan from 2004 to 2005. From 1998 to 2003 Ms. Syrgabekova worked in the national oil and gas company holding various top management positions in KazakhOil, KaztransGas. She graduated from Kazakh state University's Department of Economics in 1982.
Philip Dayer LLB FCA qualified as a chartered accountant with KPMG and then pursued a career for 25 years in investment banking, specialising in advising UK listed companies. He gained extensive experience working for companies such as Barclays de Zoete Wedd and Citicorp. He retired from ABN AMRO Hoare Govett in 2005. Since then he has acted as an adviser to Rosneft on their successful flotation in 2006 and currently sits on a number of boards, including Dana Petroleum and AVEVA Group, as an independent director. Philip joined KMG EP Board of Directors in May, 2010.
Paul Manduca has extensive asset and investment management experience having worked as CEO for companies such as Threadneedle Asset Management, Rothschild Asset Management, Deutsche Asset Management in UK and Europe starting from 1973. Mr Manduca has served on a number of boards as an independent director in the last 10 years and at various points he has headed audit, remuneration and appointment committees of such boards. He holds a Master’s degree from University of Oxford (Modern Languages). He was elected as a director of the Company on 28 August 2006. Paul is the Chairman of the Audit Committee and a member of the Remuneration Committee.
Edward Walshe has over 35 years experience in the oil and gas sector. Mr Walshe has worked in various roles at British Petroleum and British Gas including the overseas exploration and productions operations of these companies in Nigeria, Abu-Dhabi, Central Asia and South-East Asia. Mr Walshe has a PhD in Solid State Chemistry from the University of Dublin. He was elected as a director of the Company on 28 August 2006. Edward is the Chairman of the Stratigy planning committee and a member of the Audit, Remuneration and Nominations Committees.
JSC KazMunaiGas Exploration Production (KMG EP or the Company) is majority owned by JSC NC KazMunaiGas (NC KMG), the national oil and gas company controlled by the State of Kazakhstan. NC KMG owns about 63% of the Company’s ordinary shares.
KMG EP enjoys excellent relations with its parent company, as evidenced by various agreements between the two. These agreements are based on transparent market principles of interaction allowing KMG EP to act in the interests of all of its shareholders.
Agreements with the parent company also ensure that KMG EP has the right of first refusal on the acquisition of existing onshore oil and gas assets, access to new oil and gas acreage and guaranteed access to pipeline infrastructure.
KMG EP is the only company in Kazakhstan that has these advantages.
KMG EP has set a dividend policy to pay dividends on its ordinary and preferential shares equal in the aggregate of 15% of profit for the year after tax based on its consolidated IFRS accounts. The Company reserves the right to review and revise its dividend policy from time to time.
KMG EP can not guarantee that it will achieve goals and distribution set out in its dividend policy and any future dividend will only take place should KMG EP consider it to be commercially prudent to do so, having regard to the availability of the Company's distributable profits and the retention of funds required to finance future growth. The dividend policy should not be construed as a dividend or profit forecast. Any changes in the tax treatment of dividends or interest received by KMG EP may reduce the dividend yield received by shareholders.
JSC KazMunaiGas Exploration Production
17, Kabanbai Batyr ave.
Astana, 010000, Republic of Kazakhstan
Tel.: +7 (7172) 979 997
Fax: +7 (7172) 977 426
Tel.: +7 (7172) 977 908
Yelena Pak
e-mail: pr@kmgep.kz
(for shareholders enquiries)
Tel.: +7 (7172) 975 413
Fax: +7 (7172) 977 633
e-mail: info@kmgep.kz
Tel.: +7 (7172) 975 433
Fax: +7 (7172) 975 445
Asel Kaliyeva
e-mail: ir@kmgep.kz
Ernst and Young Kazakhstan LLP
240/G Furmanov Street
Almaty 050059, Republic of Kazakhstan
Tel.: +7 (727) 258 59 60
JSC "Fondovyi Tsentr"
79 "А", Zheltoksan Street
Almaty, 050091, Republic of Kazakhstan
Tel.: +7 (727) 250 89 61 250 89 60
Fax: +7 (727) 250 16 96