Corporate Governance Sample

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Private Sector Corporate Governance Trust
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Principles of Good Corporate Governance Sample Code for Best Practice for Corporate Governance in Kenya

SAMPLE CODE OF BEST PRACTICE FOR CORPORATE GOVERNANCE IN KENYA (This sample Code is intended to assist companies develop their own governance codes and is neither prescriptive nor mandatory)

Authority and Duties of Shareholders
Shareholders of the company shall jointly and severally protect, preserve and actively exercise the supreme authority of the company in general meetings. They have a duty, jointly and severally, to exercise that supreme authority to: ♦ Ensure that only competent and reliable persons who can add value to the company are elected or appointed to the Board of Directors; ♦ Ensure that the Board of Directors is constantly held accountable and responsible for the efficient and effective governance of the company. ♦ Change the composition of a Board of Directors that does not perform to expectation or in accordance with the mandate of the corporation.

Leadership of the Company
The Board of Directors shall exercise leadership, enterprise, integrity and sagacious judgment in directing the company so as to achieve continuing prosperity for the company and shall always act in the best interests of the company.

Role and Functions of the Board
The Board of Directors shall exercise all the powers of the company subject only to the limitations contained in the law and the memorandum and articles of incorporation. In this regard, it is expected that the Board of Directors shall fulfill the following functions: ♦ Exercise leadership, enterprise, integrity and sound judgments in directing the corporation so as to achieve continuing prosperity and to act in the best interest of the enterprise while respecting the principles of transparency and accountability; ♦ Ensure that through a managed and effective process, board appointments are made that provide a mix of proficient directors, each of whom is able to add value and bring



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independent judgment to bear on the decision-making process; ♦ Determine the corporation’s purpose and values, determine the strategy to achieve its purpose and to implement its values in order to ensure it survives and thrives, and ensure that procedures and practices are in place that protect the corporation’s assets and reputation; ♦ Monitor and evaluate the implementation of strategies, policies, management performance criteria and business plans; ♦ Ensure that the corporation complies with all relevant laws, regulations and codes of best business practice; ♦ Ensure that the corporation communicates with shareholders and other stakeholders effectively; ♦ Serve the legitimate interest of the shareholders and the corporation and account to them fully; ♦ Identify the corporation’s internal and external stakeholders and agree on a policy, or policies determining how the corporation should relate to them; ♦ Ensure that no one person or a block of persons has unfettered power and that there is an appropriate balance of power and authority on the board which is, inter alia, usually reflected by separating the roles of the Chief Executive Officer and Chairman, and by having a balance between executive and non-executive directors; ♦ Regularly review processes and procedures to ensure the effectiveness of its internal systems of control, so that its decision-making capability and the accuracy of its reporting and financial results are maintained at a high level at all times; ♦ Regularly assess its performance and effectiveness as a whole, and that of the individual directors, including the Chief Executive Officer; ♦ Appoint the Chief Executive Officer and at least participate in the appointment of senior management, ensure the motivation...
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