Download TPS, East Africa 2008 Annual Report - Serena Hotels

Corporate Governance Statement (cont’d)
mandated to propose new nominees to the Board as may be required from time to time and to assess the effectiveness of the
Board as a whole, the committees of the Board, as well as each individual director and make necessary recommendations to
the Board on enhancing the overall level of effectiveness of the Board, Executive directors do not attend meetings of the
Committee that consider their remuneration and benefits.
During the year, the Committee oversaw the Board's first ever self-evaluation exercise, that revealed the changes that directors
should make to improve their performance. The exercise was facilitated by an external consultant. The report of the evaluation
will be finalised in the course of 2009.
INTERNAL CONTROLS
The Group has a well-defined organisational structure with appropriate segregation of responsibilities. This is complemented
by detailed policy and procedure manuals, which provide an operational framework for the management team. Monthly Credit
Control, Sales and Marketing, and Finance meetings are held to review these critical aspects of the Company's operations. The
internal control function is largely complemented by the Internal Audit function, which is an independent appraisal function.
COMMUNICATION WITH SHAREHOLDERS
The Group is committed to ensuring that shareholders and other stakeholders are provided with accurate and timely
information on the Company's performance. This is usually done through the distribution of the TPS Eastern Africa Limited's
Annual Report at least 21 days before the Annual General Meeting, release of half-year and end-year results through the press
and regulatory bodies, and monthly disclosures of shareholding statistics to the Nairobi Stock Exchange (NSE) and the CMA.
Shareholders have direct access to the Group's information through the internet and all enquiries are responded to in a timely
manner. The Serena website is improved regularly so as to be more informative on the Company's affairs. In this regard, the
Group complies with its obligations contained in the NSE Listing Rules and the CMA Act applicable in Kenya.
By maintaining an open-door policy in terms of communication, the Group ensures that enquiries from shareholders and other
stakeholders are promptly and satisfactorily attended to.
DIRECTORS EMOLUMENTS AND LOANS
The aggregate amounts of emoluments paid to directors during the 2008 financial year amounted to KShs 33.3 million. Neither
at the end of the financial year, nor at any time during the year, did there exist any arrangement to which the TPS Group was
a party whereby directors might have acquired benefits by means of the acquisition of the Company's shares.
There were no non-executive directors' and executive directors' loans during the year.
DIRECTORS' INTEREST
Name of Director No. of Shares % Shareholding
Francis Okomo-Okello 1,041 0.00098
Mahmood P Manji 1,041 0.00098
Ameer Kassim-Lakha 1,041 0.00098
Abdulmalek J Virani 1,041 0.00098
Ali Mufuruki 13,600 0.00128
18 TPS EASTERN AFRICA LIMITED | ANNUAL REPORT AND FINANCIAL STATEMENTS 2008