Download TPS, East Africa 2008 Annual Report - Serena Hotels

Corporate Governance Statement
The TPS Group has remained committed to ensuring the highest standards of corporate governance and business ethics in the
interest of the shareholders and stakeholders at large. The ultimate aim is to maintain the internally recognised code of ethics
and the Capital Markets Authority (CMA) guidelines on good corporate governance best practices. To this end, the directors
have committed to ensure integrity of internal systems as key to the enhancement of the Group's financial performance and
sustainability.
THE BOARD OF DIRECTORS
TPS Eastern Africa Limited's Board consists of 12 substantive directors and 1 alternate director. The Chairman is a non-executive
director. A majority of the directors are non-executive and independent. There are two executive directors, i.e. the Managing
Director and the Finance Director. The directors are of varied expertise and skills who bring a wealth of relevant experience to
the Board's deliberations. All the non-executive directors are subject to periodic retirement and re-election in accordance with
the Company's Articles of Association.
The directors meet at least four times a year. Special meetings are held to deliberate on urgent issues of strategic importance,
or as required under the statute, or in compliance with the requirements of regulatory authorities. The directors are given
adequate notice for the meetings and timely information so that they can discharge their functions effectively. The Board's
independence from the Company's management function has been achieved by separating the functions of the non-executive
Chairman and the executive Managing Director, which has resulted in authority balancing. By taking a leadership role, the
Board aims at maximising shareholders' value and ensuring long-term sustainable development and growth of the Company.
The Board primarily provides direction on general policy and is responsible for maintaining the Company's overall internal
control of strategic, financial, operational, budgetary and compliance issues which are pre-agreed with the Management team
and reviewed periodically against performance.
COMMITTEES OF THE BOARD
The Board has set up two main committees and has delegated a specific mandate to each of them. The committees have been
established under formal written terms of reference (ToR) set by the Board. The ToR are reviewed from time to time so as to
respond to the dynamic business environment, and comply with the ever-changing legislation. The committees meet regularly
as provided in the ToR.
Audit and Finance Committee
Members of this Committee are shown on page 2 of this Annual Report.
The Committee works closely with the Internal Audit Department. It plays a critical role in reviewing financial information and
ensuring that the system of internal controls is effectively administered. Significant audit findings identified by the Company's
internal and external Auditors are also considered. The Committee is authorised by the Board within its ToR to seek from The
Company employees any information on any matters and to seek independent professional advice whenever necessary. The
Board reviews the membership of the Audit and Finance Committee annually in accordance with CMA Guidelines. The
Committee held three meetings in the year. The external Auditors, internal Auditors, and executive directors attend the
Committee's meetings as required.
Nomination and Remuneration Committee
The Committee's membership is set out on page 2 of this Annual Report.
The Committee is mandated to consult experts, scrutinize and advise the Board on the organisational structure, and staff
establishments and to recommend to the Board on human resource policies and capacity enhancement. The Committee is
further mandated to review the salaries, benefits packages, and service contracts of the executive directors and senior
management and to ensure that the same are competitively structured and linked to performance. The Committee is further
TPS EASTERN AFRICA LIMITED | ANNUAL REPORT AND FINANCIAL STATEMENTS 2008 17