2012 TPSEA Annual Report - Serena Hotels

Corporate Governance Statement (continued)
Kabir Hyderally. By its own ToR, 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 appropriate Human Resources 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 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 the necessary
recommendations to the Board on enhancing the overall level of
effectiveness of the Board.
INTERNAL CONTROLS
The Company has a well-defined organizational structure with
appropriate segregation of responsibilities. This is complemented
by detailed policy and procedure manuals, which provides an
operational framework for the Management team. The policy and
procedures manuals are updated constantly to incorporate any
subsequent changes and ensure that they remain relevant to the
Group’s operational requirements. 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 Company is committed to ensuring that shareholders, financial
markets and other stakeholders are provided with accurate and
timely information on the Company’s performance. This is usually
done through the distribution of the TPSEAL Annual Reports
within the statutory period of at least 21 days before the Annual
General Meeting, release of half-year and end-year financial
results through the press and regulatory bodies, and monthly
disclosures of shareholding statistics to the Nairobi Securities
Exchange (NSE) and the CMA.
Shareholders and other stakeholders have a direct access to the
Company’s information through the internet and all enquiries are
responded to in a timely manner. The Serena website is updated
regularly so as to provide current information on the Company’s
affairs. In this regard, the Company complies with its obligations
contained in the NSE Continuing Listing Rules and the CMA Act.
By maintaining an open-door policy in terms of communication
both at Board and Management levels, the Company 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 2011 financial year amounted to KShs 1.070 Million (refer to
Note 28 to the Financial Statements). 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 to facilitate the acquisition
of the Company’s shares by such directors.
There were no non-executive directors’ loans during the year.
Executive directors’ car loans amounted to KShs. 0.408 Million
(refer to Note 28 to the Financial Statements).
DIRECTORS’ INTEREST
During the year ended 31st December 2011 and the previous
financial year (2010) there has been no material contracts
involving directors’ interests, however some directors are minority
shareholders of the Company as detailed below;
Name of Director No of Shares % Shareholding
Francis Okomo-Okello 1,456 0.00076
Mahmood Pyarali Manji 1,456 0.00076
Ameer Kassim-Lakha 1,456 0.00076
Abdulmalek Virani 1,456 0.00076
CONFLICT OF INTEREST
The Directors are required to disclose their areas of conflict of
interest at least once a year. In terms of the established practice,
they are also required to refrain from contributing to and abstain
from voting on matters on which they have such conflict. On an
ongoing basis, the directors are required to notify the Company
Secretary in advance of any potential conflicts of interest through
other directorships or shareholdings or associations or conflicts
arising from specific transactions. A register of such interests
is maintained by the Company Secretary as part the Corporate
Records.
OTHER CORPORATE INFORMATION
TPS Eastern Africa Limited (TPSEAL) and its subsidiaries in Kenya,
Tanzania and Zanzibar have a total number of 2,974 employees.
The Company is a holding Company and does not own any Land
and Building.
The Company has a fully qualified and registered Company
Secretary, Mr. Dominic Ng’ang’a, who sits at the registered office
of the Company (Williamson House, 4th Floor, 4th Ngong Avenue,
Nairobi).
TPS EASTERN AFRICA LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS 2011 25