Financial Statements 2011 - Investing In Africa

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Corporate Information DIRECTORS AUDIT COMMITTEE J P M Ndegwa - Chairman F M Mbiru - Vice Chairman J W Macharia - Group Managing Director A Dodd* G A Maina F N Mwanzia A S M Ndegwa I Ochola-Wilson M L Somen P V Shah * British F N Mwanzia - Chairman F M Mbiru I Ochola-Wilson NOMINATIONS COMMITTEE J P M Ndegwa - Chairman G A Maina M L Somen I Ochola-Wilson CREDIT RISK COMMITTEE F M Mbiru - Chairman F N Mwanzia A S M Ndegwa M L Somen P V Shah HUMAN RESOURCES AND COMPENSATION COMMITTEE I Ochola-Wilson - Chairman F M Mbiru A S M Ndegwa EXECUTIVE COMMITTEE A S M Ndegwa - Chairman G A Maina M L Somen REGISTERED OFFICE NIC House Masaba Road P O Box 44599 Nairobi - GPO 00100 RISK MANAGEMENT COMMITTEE G A Maina - Chairman F M Mbiru I Ochola-Wilson REGISTRARS AND TRANSFERS OFFICE Custody & Registrars Services Limited 6th Floor, Bruce House, Standard Street P.O Box 8484 Nairobi - GPO 00100 GROUP COMPANY SECRETARY L Murage Certified Public Secretary (Kenya) NIC House, Masaba Road P O Box 44599 Nairobi - GPO 00100 AUDITORS Deloitte & Touche Certified Public Accountants (Kenya) Deloitte Place Waiyaki Way, Muthangari P O Box 40092 Nairobi - GPO 00100 20 • NIC Bank Limited • Annual Report & Financial Statements 2011
Statement On Corporate Governance The Board is committed to ensuring that the business is run in a professional, transparent, just and equitable manner so as to protect and enhance shareholder value and satisfy the interests of other stakeholders. The principles and standards adhered to by the Board have been developed with close reference to guidelines on corporate governance issued by the Centre for Corporate Governance, the Capital Markets Authority for publicly listed companies in Kenya, the Central Bank of Kenya for the banking industry and other best practices. During 2011, the Board’s focus was geared towards the achievement of compliance with the qualitative aspects of good governance whilst ensuring that implementation matches the needs of the business. Board Size, Composition and Appointments The Board consists of ten directors, eight of whom are non-executive directors (including the Chairman) and two executive directors. Among the non-executive directors are six independent directors. The membership of the Board remained unchanged in 2011. The non-executive directors are independent of management. Their role is to advise, constructively challenge and monitor the success of management in delivering the agreed strategy within the risk appetite and control framework that is set by the Board. The Board is well composed in terms of the range and diversity of skills, background and experience of directors, and that it has an appropriate balance of executive, non executive and independent directors. Consideration will be given at the next Annual General Meeting to amend the Company’s Articles of Association to permit the appointment of additional directors beyond the present maximum of 10 persons so as to further enhance diversity and to allow for orderly succession planning. The directors’ abridged biographies appear on page 19 of this Annual Report. All the non-executive directors are subject to retirement by rotation and must seek re-election by shareholders at least once every three years in accordance with the Articles of Association. Any director appointed during the year is required to retire and seek re-election at the next Annual General Meeting. Board Responsibilities The Board’s principal duty is to promote the long-term success of the Group by creating and delivering sustainable shareholder value. The Board Charter defines the governance parameters within which the Board exists and operates, sets out specific responsibilities to be discharged by the Board, its committees and directors collectively, as well as certain roles and responsibilities incumbent upon directors as individuals. A summary of the Board’s responsibilities is as follows: • Providing entrepreneurial leadership to the Group within a framework of prudent and effective controls which enable risk to be assessed and managed, • Strategy formulation and ensuring that there are adequate policies, systems and structures to successfully implement the Group strategies, • Monitoring the Group’s performance against strategic plans and objectives on an ongoing basis, as well as through mandatory quarterly meetings, • Approval for publication of quarterly financial statements, • The selection, appointment and appraisal of senior executive officers who are qualified and competent to manage the affairs of the Group effectively, • Approval of the risk management framework and ensuring that there are adequate structures and systems to identify, measure and monitor the key risks facing the Group, including compliance related risks, • Reviewing the effectiveness of the systems for monitoring and ensuring compliance with laws and regulations, • Determining the terms of reference of all Board committees and reviewing of reports and minutes of the committees. • Reviewing the Group’s capital levels to ensure that there is adequate capacity for the planned growth and expansion within the strategic cycle. Chairman and Group Managing Director The roles and responsibilities of the Chairman of the Board and the Group Managing Director remain distinct and separate. The Chairman provides overall leadership to the Board without limiting the principles of collective responsibility for Board decisions. The Group Managing Director is responsible to the Board and takes responsibility for the effective and efficient running of the Bank and its subsidiaries on a day-to-day basis. The Deputy Chairman deputises for the Chairman at meetings of the Board and supports him in his role. Board Remuneration Non executive-directors are paid a monthly fee, together with a sitting allowance for every meeting attended. They are not eligible for pension scheme membership and do not participate in any of the Company’s remuneration schemes. Details of the directors’ fees for the non-executive directors and remuneration of the executive directors paid in 2011 are set out on page 92. Directors’ Shareholding None of the directors as at the end of year 2011 held shares in their individual capacity that was more than 1% of the Company’s total equity. NIC Bank Limited • Annual Report & Financial Statements 2011 • 21
Page 1 and 2: NIC Bank Limited Annual Report and
Page 3 and 4: Our Values Integrity Being honest a
Page 5 and 6: Who We Are give clients a central p
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NOTICE OF THE ANNUAL GENERAL MEETIN
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TANGAZO LA MKUTANO MKUU WA MWAKA Ta
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PROXY FORM The Group Company Secret
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BRANCH NETWORK GROUP HEAD OFFICE NI
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Financial Statements 2011 - Investing In Africa

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