corporate governance guidelines
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
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