Nomination committee Not mentioned clearly by the Code; Not mentioned clearly by the Code; Evaluating if any; Not mentioned clearly by the Code; Compensation or Remuneration committee Not mentioned clearly by the Code; Not mentioned clearly by the Code; Evaluating if any; Not mentioned clearly by the Code; CEO or Lead director; Not mentioned clearly by the Code; Role of CEO and secretary separated; Evaluating CEO; Not mentioned clearly by the Code; The Chair Non executive; Evaluating chairman; recommend to owners removal of board; Owner can change chairman or board not perform to expectation; Not mentioned clearly by the Code; CEO and The Chair relationship Chair obtains optimal input from all board members; Roles separated; chair encourage proper deliberation of all matters needing board’s attention; Not mentioned clearly by the Code; Corporate Secretary (CS) All board members have access to advice and services of secretary; Advise chairman and board on the implementation of Code; Board discuss chairman and secretary before seeking independent professional advice; Ensure effective information flows between Board, top MGT, and Compliance officer (compliance) Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; of Directors/of manager/of trustees Ensure strategy in place to achieve goals; New and unbiased viewpoints into discussion and Jointly oversee and direct affairs of the firm; Ensure firm comply with legislation, sustainable success; Executive director (EDs) Not mentioned clearly by the Code; One tier board structure include ED and NED; Deal with strategic planning, standards of conduct, resource allocation; Not mentioned clearly by the Code; Non-executive director (NEDs) Independent in character and judgement; not join in day to day MGT; One tier board structure include ED and NED; Owner decide the term served by NEDs; Join in strategic planning, standards of Not mentioned clearly by the Code;
constructively challenge; conduct, resource allocation; (Senior) Independent director Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; CFO (senior financial officer) Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Management team (senior) Board hold MGT accountable for implementation; Owner ensure remuneration keeping quality and calibre of individuals; Board is the main governing body situated between owner and Exe.MGT; NED may appoint or remove senior MGT and determine their remuneration; Not mentioned clearly by the Code; Supervisory board Board should seek legal advice relating to termination clauses when appointing executive members; NED not take any advisory work unless it is approved by Board; members seek independent professional advice at the expense of the organization; Not mentioned clearly by the Code; Internal control Use IT system for back up measures; Put in place measures to minimize risks; Board responsible for governance of risks; Not mentioned clearly by the Code; Internal audit Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; External (Independent) audit Not mentioned clearly by the Code; Not mentioned clearly by the Code; Independent EA; raise matters directly with Board; Not mentioned clearly by the Code; Disclosure and transparency Not mentioned clearly by the Code; Formal, transparent process for determining remuneration of Board; members disclose all the information for Board to make an informed decision; Less corruption; improved transparency; Shareholders and Minority Stockholder Owner foster constructive relationship with board to facilitated the success; Constitute the supreme authority; Exercise ownership role in AGM; Not mentioned clearly by the Code;
Exhibit 3 – Evaluation of Kenya Code Corporate Governance Subjects or parties Main quality factors Sub quality factors Responsibilities Objectives Note Audit committee Meet at least twice a year; discuss EA on IC, IA and RM; NED contribute independent judgement; Review scope and results of audit, effectiveness of auditors; review annual F.S; Not mentioned clearly by the Code; Nomination (HR) committee Not mentioned clearly by the Code; Not mentioned clearly by the Code; Recommend to board qualified, proper candidates; Not mentioned clearly by the Code; Compensation or Remuneration committee Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; CEO Board define authority limits of CEO; Board appoint CEO; Board access performance of CEO; Not mentioned clearly by the Code; The Chair Chair board meetings; Lead the board; Ensure decisions fairly made; facilitate effective board MGT; Not mentioned clearly by the Code; CEO and The Chair relationship represents board and shareholder to MGT; Chair attend committee meeting in case appropriate; Separating roles of CEO and chairman; Board appoint CEO; Not mentioned clearly by the Code; Corporate Secretary (Board) Knowledge, experience; Qualified, competent and fit; a channel of communication for NED; Advice Board on matters of procedures, rules; coordinate the publication and distribution of annual report; Ensure the firm complies to CG code, AGM held with requirements of Company Act; Compliance officer Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; ensure firm compliances with law, accounting standards; Board of Directors Independent judgement; a mix of proficient directors; New members inducted into roles; Utilize the resources; monitor MGT performance; Meet objectives of shareholders; maximize shareholder value; As understood from the code; Executive director Not mentioned clearly by the Code; BD comprise of a balance of ED and NED; Not mentioned clearly by the Code; Not mentioned clearly by the Code;
Non-executive (external) director Independent from MGT; 1/3 is NED; BD comprise of a balance of ED and NED; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Independent director Not mentioned clearly by the Code; Independent NED; Not mentioned clearly by the Code; Not mentioned clearly by the Code; CFO Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Management team (senior) Adequate training for MGT; Board appoint senior MGT, ensure a succession plan for senior MGT; BD set proper MGT structure (organization, system, people); Maintain reputation, responsibility; Supervisory board Not mentioned clearly by the Code; Not mentioned clearly by the Code; Board can find independent prof. adviser; Not mentioned clearly by the Code; Internal control Not mentioned clearly by the Code; Adequate IC system; Board review processes of IC; Accuracy of financial reporting; minimize risk of fraud; Internal Independent opinion on financial performance; Provide independent opinion on future risk; Initial training with IA and IC procedures; AC review major findings on IA; Not mentioned clearly by the Code; External (Independent) audit Report on whether the firm has financial and risk MGT control; Provide independent opinion on future risk; A director disclose to EA reasons for his resignation; Not mentioned clearly by the Code; Disclosure and transparency Not mentioned clearly by the Code; Board disclose to EA any potential conflict of interest; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Shareholders and Minority Stockholder Board ensure firm communicate effectively; Exercise supreme authority in GM; Owners elect competent and reliable directors; Not mentioned clearly by the Code; Accountability Promote fair, equitable employment policies; Firm complies with legal; Self dealing and insider trading prohibited; Not mentioned clearly by the Code; Leadership Chairman provides leadership to Exercised by Leadership for results; conscious of its Achieve continuing prosperity;
board in planning and direction; obligations; be to account; Employee Not mentioned clearly by the Code; Not mentioned clearly by the Code; Adequate training for MGT and employee; Not mentioned clearly by the Code; 3rd parties and conflicts of interests Quality standards and responsibility to customers; Firm preserves environment; facilitate mechanisms for stakeholder participation; Not mentioned clearly by the Code; Code of ethics (conduct) Board define ethical standards; Board outline values, ethics, beliefs; Board define, protect corporate ethics and beliefs; To prevent the development of undesirable practices; and subsidiaries Chair and CEO represents firm to government; and CEO represents firm to staff, public; The firm promotes welfare, interests of communities; Not mentioned clearly by the Code; Note The underlined part is describing some more works needed to be done for relevant subjects and parties. Exhibit 4 – How responsible business embedded into function of BD (source: IFC and Global Compact 2009) Exhibit 5 – Evaluation of EVCA Code 2005 (from both investor and investee viewpoint) Subjects or parties Main quality factors Sub quality factors Responsibilities Objectives Note Audit committee Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Nomination committee Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Compensation, Remuneration committee Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Balancing remuneration in the context of industry; CEO Not mentioned Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned
clearly by the Code; clearly by the Code; The Chair Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; CEO and The relationship Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Corporate Secretary Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Compliance officer Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Board of Directors Identification and assessment of risk; Appropriate authority, skill and experience; Appropriate support and training for In the best interests of the co.; Executive/Representative director Not mentioned clearly by the Code; Work with MGT to deliver business strategy; Board determine appropriate levels of remuneration; Not mentioned clearly by the Code; Non-executive director Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Independent director Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; CFO Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Management team (Senior Administration) Management agreements developed; Remuneration provide incentive for performance and reward for results; Reporting obligations; Ensure firm information is clear and unambiguous, keep secure and confidential; Supervisory for the board Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code;
Supervisory for the managers Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Internal control MGT aware of, review control activities; Take into account of complexity, size of business; MGT identify, adopt a control framework; Prevent errors; Internal or statutory audit Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; External audit Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Disclosure and transparency disclosure; Timely, transparent communication; corporate information with due consideration to commercial sensitivity; Not mentioned clearly by the Code; Shareholders and Minority Stockholder Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Accountability MGT access reliability of business information system; Taking a long term view of investment; Firm act with integrity toward the investee companies; Operate with effectiveness and continuous efficiency; Leadership Not mentioned clearly by the Code; Internal and external communication based on accurate, timely information; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Employee Not mentioned clearly by the Code; MGT inform employee strategy and expected performance; Act openly, honestly, balancing the interests of companies and the needs of stakeholders; Not mentioned clearly by the Code; 3rd parties and conflicts of interests Not mentioned clearly by the Code; not have conflict of interest; Respect interests of stakeholders; Not mentioned clearly by the Code; Code of ethics (conduct) Not mentioned Timely review; at least review annually; MGT review appropriateness In accordance with
clearly by the Code; of CG procedures; applicable laws; Group and subsidiaries Not mentioned clearly by the Code; Not mentioned clearly by the Code; Business generate information about customers, markets; Not mentioned clearly by the Code; Note The underlined part is describing some more works needed to be done for relevant subjects and parties. 11/8/2015