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Corporate Governance Statement (Continued)
In March 2014, the Board completed the 2013 annual
evaluation that covered self-evaluation, evaluation
of the Chairman and the overall Board. The process
was led by the Group Chairman and supported by
the Group Company Secretary. The conclusion of the
evaluation was that the Board operated effectively. The
results of the evaluation were submitted to the Central
Bank of Kenya in the first quarter in line with regulatory
requirements.
Board Committees
The Board has created the following principal
Committees which meet regularly under well defined
and materially delegated terms of reference set by
the Board. In August 2013, the Board Committees
composition was reconstituted. The delegation of
various authorities to the Committees does not in any
way constitute an abdication of Board responsibility for
the affairs of the Company.
(a) Risk Management Committee
The Committee was set up to oversee the
Group’s mitigation and appreciation of all risks
in the business. It meets quarterly to advise the
business on all matters pertaining to credit, market,
operations, legal, environmental, compliance and
other risks. Business continuity issues are also
discussed by this Committee.
The Committee had four Meetings during the year.
The Members of this Committee during the year
under review were: -
1) Mr. Adil Khawaja (Chairman)
2) Prof. Peter Kimuyu
3) Mrs. Charity Muya-Ngaruiya
4) Mrs. Catherine Kola
5) Mr. Joshua Oigara
(b) Audit Committee
The Audit Committee meets quarterly. In
accordance with regulatory requirements, the
Committee comprises only non-executive members
of the Board who are independent of the day-today
management of the Company’s operations.
The Committee deals with all matters relating to the
financial statements and internal control systems
of the Company including dealing with independent
auditors and Central Bank of Kenya inspectors. All the
audits conducted by this Committee are risk based.
The Committee held 11 Meetings during the year
under review. The Members of this Committee in
the year under review were:-
1) Mrs. Charity Muya-Ngaruiya (Chairman)
2) Eng. Musa Ndeto
3) Gen. (Rtd.) Joseph Kibwana
(c) Credit Committee
This Committee meets twice a month to review the
credit risk profile of the Company and recommend
for Board approval customer facilities, policies
and standards for credit risk governance and
management. The frequency of the Meetings has
ensured that the needs of the Company’s customers
are given timely attention. The Committee also
reviews the Company’s risk appetite and sectoral
concentration.
The Committee held 27 Meetings during the year
under review. The Members of this Committee in
the year under review were:-
1) Mr. Protus Sigei (Chairman) (taking over from
Mrs. Catherine Kola in August 2013)
2) Mrs. Catherine Kola
3) Prof. Peter Kimuyu
4) Mr. Tom Ipomai
5) Mr. Joshua Oigara
K C B 2 0 1 3 A n n u a l R e p o r t a n d F i n a n c i a l S t a t e m e n t s
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