Report of the Nomination and Remuneration Committee
Members as of 31 December 2025:
Philip Holland – Chairman of the Committee since September 2020;
Arman Argingazin – member of the Committee since June 2023;
Saya Mynsharipova – member of the Committee since August 2023;
Askar Shakirov – member of the Committee since February 2024.
Personnel management is essential to the Company’s operational efficiency. The Nomination and Remuneration Committee makes recommendations to the Board of Directors on the matters within its remit relating to the appointment, remuneration, training and development of the Company employees. The key appointment principles require that candidates possess strong qualifications to perform their roles successfully and have the skills needed to pursue the Company’s strategic goals in their area of responsibility. The Nomination and Remuneration Committee regularly received information on activities involving employees enrolled in the KMG Succession Plan / Talent Pool, on the development of high‑potential employees outside the executive body, and on ongoing talent management activities.
During the reporting period, the Nomination and Remuneration Committee also reviewed the matter of approving KMG’s Human Rights Policy and developed a relevant recommendation.
16 meetings
held by the Nomination and Remuneration Committee in 2025
Key matters reviewed by the Committee in 2025
Succession planning
Progress of activities involving employees enrolled in the KMG Succession Plan / Talent Pool, the development of high‑potential employees outside the KMG executive body, and ongoing talent management activities
Training needs of Board members in corporate governance matters, with a view to obtaining international and/or national standard certificates
Election of a senior independent director of the Board of Directors of KMG
Appointment of the Deputy Chairman of KMG’s Management Board
Early termination of office and election of a member of KMG Engineering’s Supervisory Board
Early termination of office and election of members and the chairman to KMG Engineering’s Supervisory Board
Early termination of office and election of members of Kazmortransflot’s Supervisory Board
Appointment of the Director of the Digital Development Department of KMG
Appointment matters in certain subsidiaries and associates, as well as KMG joint ventures
Early termination of powers of KMG Corporate Secretary Office employee Saniya Myktybekova
Imposition of a disciplinary action against a Management Board member
Report on the implementation of individual development plans for KMG Management Board members
Nomination and Remuneration Committee’s performance report for 2024
Approval of the Nomination and Remuneration Committee’s activity plan for 2026
Ongoing and effective performance evaluation
Review of the technical specification for procuring advisory services for the KMG corporate governance diagnostic
Approval of the revised job evaluation and salary grade scheme for the Chairman and members of the KMG Management Board, and the revised Remuneration Rules for KMG Executives, including determination of salary levels for the Chairman and members of the Management Board
Approval of the revised job evaluation for the Chairman and members of the KMG Management Board
Review of job evaluations for the KMG Corporate Secretary Office and the Ombudsman Heading the KMG Ombudsman Office
Approval of job evaluations for the Internal Audit Service, Compliance Service, Corporate Secretary Office and the Ombudsman Heading the Ombudsman Office
Revised motivational KPI scorecards for certain KMG senior executives and their 2025 targets; the motivational KPI scorecard for the Deputy Chairman of the KMG Management Board (corporate development) and its 2025 targets; recognition as lapsed of the motivational KPI scorecard for the Deputy Chairman of the KMG Management Board (gas projects and low‑carbon development) and its 2025 targets
Actual performance against corporate KPIs / motivational KPI scorecards for the Chairman of the KMG Management Board and motivational KPI scorecards for KMG executives in 2024
Monitoring of performance against motivational KPIs for KMG executives
Updated corporate KPIs / motivational KPI scorecard for the Chairman of KMG’s Management Board and targets for 2025, as well as motivational KPI scorecards for KMG executives and targets for 2025
Approval of the KMG Corporate Secretary’s objectives for 4Q 2025
Approval of corporate KPIs / motivational KPI scorecard for the Chairman of KMG’s Management Board and targets for 2026, as well as motivational KPI scorecards for KMG executives and targets for 2026
Approval of a 2026 motivational KPI scorecard and targets for the Ombudsman
Approval of the objectives of the Ombudsman Heading the Ombudsman Office for 2026
Approval of the actual performance against corporate KPIs (motivational KPIs for the CEO (Chairman of the Management Board) at KMG Engineering for 2024 and payment of remuneration to the CEO (Chairman of the Management Board) of KMG Engineering for 2024
Approval of corporate KPIs and targets of KMG Engineering (motivational KPIs for the CEO (Chairman of the Management Board) at KMG Engineering) for 2025
Approval of corporate KPIs and targets of KMG Engineering (motivational KPIs for the CEO (Chairman of the Management Board) at KMG Engineering) for 2026
Review of the Ombudsman’s annual performance report for 2025 (report of the Ombudsman Office on performance and progress against the plan for 2025)
Review of results of complaints and labour dispute reviews for the first 11 months of 2025 (KMG Ombudsman’s objectives for 4Q 2025)
Assessment of the KMG Ombudsman’s performance and re‑election of the KMG Ombudsman by way of a decision to extend the powers of the incumbent Ombudsman Heading the Ombudsman Office
Approval of the KMG Ombudsman’s objectives for 4Q 2025
Amendments to the Regulations on the Assessment of the Performance of the Board, Board Committees, Chairman, Board Members and Corporate Secretary of KMG
Approval of the procedure for evaluating the KMG Board, committees, the Chairman and members of the Board, and the KMG Corporate Secretary for 2025
Bonus payments for employees of the Internal Audit Service, Corporate Secretary Office, Compliance Service and Ombudsman Office from payroll savings
Maintenance of an effective HR policy and an effective pay and remuneration framework
Approval of the organisational structure of KMG’s headquarters
Approval of the Professional Development Programme for Members of KMG’s Board of Directors for 2025–2026
Approval of the job descriptions of the Chairman of the Management Board and CEO‑1 positions
Approval of a new version of the Code of Business Ethics
Amendments to the List of Documents Regulating KMG’s Internal Affairs, and approval of the KMG Human Rights Policy
Approval of a new version of the Rules for Recruiting and Screening Candidates to KMG’s CEO‑1 Positions
Approval of the Rules for the Search and Selection, Approval of the Appointment (Election) and Early Termination of the Powers of Heads of Executive Bodies of Legal Entities within KMG Group
Amendments to the List of Documents Regulating KMG’s Internal Affairs; approval of revised Remuneration Rules for Employees of the Internal Audit Service, Corporate Secretary Office, Compliance Service, and Ombudsman Office; revised salary grade schemes; approval of Performance Assessment Rules for employees of those services; and determination of salary levels for employees of those services
Review of individual development plans for KMG Management Board members for 2025
Remuneration payment to KMG executives for 2024
Determination of the bonus payment for the Ombudsman Heading the Ombudsman Office for 2024
Amendments to the List of Documents Regulating KMG’s Internal Affairs and recognition as lapsed of the Sponsorship and Charitable Assistance Policy for KMG and its subsidiaries and associates and the Sponsorship and Charitable Assistance Rules for KMG and its subsidiaries and associates
Amendments to the List of Documents Regulating KMG’s Internal Affairs, approval of the Rules for Recruiting and Onboarding Employees of Internal Audit, Compliance, Corporate Secretary and Ombudsman, and recognition as lapsed of the Rules for Recruiting and Screening Employees of Internal Audit, Compliance, Corporate Secretary and Ombudsman
Approval of the activity plan of the Ombudsman Office for 2026
Attendance of the Committee’s meetings by its members in 2025
