The Board is accountable to the Company's shareholders for good governance.
Board Of Directors And Committees
The main Board of directors consists of Chairman, Dr. C. W. Obura, the Managing Director, Mr. Michael Matu and three non – executive Directors. The Group has five subsidiary Boards, each of which comprises the Managing Director and at least one non – executive main Board member and two non – executive members. Owing to the investment holding nature of the Company, where operational details are handled by the subsidiary Boards of the company, the functions of the Audit Committee, Remuneration Committee and Nomination Committee are handled by the main Board.
Other Board Information
The key functions of the Chairman are to conduct board meetings and meetings of shareholders and to ensure that all Directors are properly briefed in order to take a full and constructive part in board discussions. The Chairman is required to develop and lead business strategies and processes to enable the Group's business to meet the requirements of its shareholders.
Board Appointments
Appointments to the Board of Directors are considered at the Annual General Meeting ( AGM ).
Re-Election of Directors
Any Director appointed during the year is required, under the provisions of the company's Articles of Association, to retire and seek re-election by shareholders at the next Annual General Meeting. The articles also require that one third of the Directors retire by rotation each year and seek re-election at the Annual General Meeting. The Directors required to retire will be those in the office longest since their previous re-election and this will usually mean that each Director retires at least every three years, although there is no absolute requirement to this effect. In order to comply with the Corporate Governance Guidelines, but avoid the expense of amending the Company's articles to deal with this single point, the Board has resolved that each Director will retire at least once every three years, even if this is not strictly required by application of the provisions of the Articles.
