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Corporate Governance Sample

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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
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