corporate governance guidelines

Topics: Corporate governance, Board of directors, Non-executive director Pages: 40 (4963 words) Published: January 31, 2014
GAZETTE NOTICE NO. 3362
THE CAPITAL MARKETS ACT
(Cap. 485A)
GUIDELINES ON CORPORATE GOVERNANCE PRACTICES BY
PUBLIC LISTED COMPANIES IN KENYA

IN EXERCISE of the powers conferred by sections
11(3) (v) and 12 of the Capital Markets Act, the Capital
Markets Authority issues the Guidelines set out in the
Schedule hereto, for observance by public listed
companies in Kenya, in order to enhance corporate
governance practices by such companies.
SCHEDULE
TABLE OF CONTENTS
1.
2.

Introduction.
Principles of good corporate governance practices.
2.1

Directors.
2.1.1
2.1.2
2.1.3

The Board and Board Committees.
Directors Remuneration.
Supply and disclosure of information.
2.1.4 Board balance.

2.1.5
2.1.6
2.1.7
2.1.8

Appointments to the Board.
Multiple directorships.
Re-election of Directors.
Resignation of Directors.

2.2

Role of Chairman and Chief Executive.

2.3

Shareholders.

469

2.3.1 Approval of major decisions by
Shareholders.
2.3.2 Annual General Meetings.
2.4

Accountability and Audit.
2.4.1
2.4.2
2.4.3
2.4.4

2.5

Annual Reports and Accounts.
Internal Control.
Independent Auditors.
Relationship with Auditors.

General.
2.5.1
2.5.2
2.5.3
2.5.4

3.

Public disclosure.
Chief Financial Officers of public listed
Companies.
Company Secretaries of public listed
companies.
Auditors of public listed companies.

Recommended best practices in corporate governance (by
public listed companies).
3.1

Best practice relating to the board of directors.
3.1.1 The role and responsibilities of the Board of
Directors.
3.1.2 A balanced Board constitutes an effective
Board.
3.1.3 Appointment and qualifications of Directors.
3.1.4 Remuneration of the Directors.

3.2

Best practices relating to the position of Chairman
and Chief Executive.

3.3
Best practices relating to the rights of the
Shareholders.
3.4
Best practices relating to the conduct at general
meetings
3.5

Best practices relating to accountability and the role
of Audit Committees.

470

3.5.2
3.5.3
3.5.4
3.5.5
3.5.6

4.0

The Audit Committee.
Attributes of Audit Committee members.
Duties of Audit Committees.
Audit Committees and internal audit
functions.
Participation in the meetings of Audit
Committees.

Revocation of Gazette Notice No 369 of 2002.

471

GUIDELINES ON CORPORATE GOVERNANCE PRACTICES
BY PUBLIC LISTED COMPANIES IN KENYA

1.

Introduction.

1.1

The Capital Markets Authority (the Authority) has
developed these guidelines for good corporate governance
practices by public listed companies in Kenya in response
to the growing importance of governance issues both in
emerging and developing economies and for promoting
growth in domestic and regional capital markets. It is also
in recognition of the role of good governance in corporate
performance, capital formation and maximization of
shareholders value as well as protection of investors’
rights.

1.2

Corporate governance, for the purpose of these guidelines
is defined as the process and structure used to direct and
manage business affairs of the company towards
enhancing prosperity and corporate accounting with the
ultimate objective of realizing shareholders long-term value while taking into account the interest of other stakeholders.

1.3

These guidelines have been developed taking into account
the work which has been undertaken extensively by several
jurisdictions through many task forces and committees
including but not limited to the United Kingdom, Malaysia,
South Africa, Organization for Economic Cooperation and
Development (OECD) and the Commonwealth Association
for Corporate Governance.
The Authority has also supported development of a code of
best practice for corporate governance in Kenya issued by
the Private Sector Corporate Governance Trust, Kenya,
whose efforts have also been useful in the development of
these guidelines and are...
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