The Board of directors (“the Board”) of Centum Investment Company Limited (Centum) is the core of Centum’s system of corporate governance and is ultimately accountable and responsible for the performance and affairs of the Centum.
The Board accordingly embraces the principles of good governance as set out in the a number of governance frameworks; including the Capital Markets Authority Guidelines on Corporate Governance Practices by Public Listed Companies in Kenya, the Kings Code on Corporate Governance Report and the Principles for Corporate Governance in Kenya issued by the Center of Corporate Governance.
Role and functions of the Board
The Board specifically exercise leadership, enterprise, integrity and judgement in directing Centum so as to achieve continuing prosperity for its shareholders. The Board shall at all times act in the best interests of Centum in a manner based on transparency, integrity, accountability and responsibility.
Committees of the Board
The Board has delegated certain functions to committees with approved formal terms of reference which are reviewed yearly without abdicating its ultimate responsibility. The terms of reference clearly identify matters reserved for the Board and Committees for decisions. The membership and Chairmanship of these Committees is regularly reviewed by the Board who are responsible for filling any vacancies. The Board is cognizant that members collectively have sufficient qualifications and experience to fulfill the duties of the respective Committee. The elected Chairman appraises the full Board of their activities on a quarterly basis through oral and/or written reports. The Chairman of the committees participates in setting and agreeing the Agenda for meetings.
The Audit and Risk Committee (ARC) consists of four non-executive directors, the majority of whom qualify are independent non-executive directors. The Managing Director, the Finance Manager and the lead audit partner in charge of the internal and external audit are in attendance at meetings.
The Chairman of the Audit and Risk Committee is independent.
The Chairman of the audit committee is present at the AGM.
The role of the ARC is to assist the Board in discharging its duties relating to the safeguarding of assets, the operation of adequate systems, control processes and the preparations of accurate financial statements in compliance with all applicable legal requirements and accounting standards.