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Corporate Governance and Access to Finance - ESBG

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<strong>Corporate</strong> <strong>Governance</strong>KPOSB is wholly owned by the Government of Kenya <strong>and</strong> reports <strong>to</strong> theMinistry of <strong>Finance</strong>, <strong>and</strong> is not supervised by the Central Bank of Kenya.The responsibilities of the Ministry of <strong>Finance</strong> include supervision <strong>and</strong>policy guidance. Deposits are mainly invested in government’s TreasuryBills <strong>and</strong> Bonds.KPOSB’s Board is composed of five non-executive direc<strong>to</strong>rs, who maintaincontrol over strategic, financial, operational <strong>and</strong> compliancerequirements, <strong>and</strong> the Managing direc<strong>to</strong>r, who is in charge of runningthe day-<strong>to</strong>-day operations. The five non-executive Direc<strong>to</strong>rs are theChairman, a representative of the government of Kenya, who is currentlythe Permanent Secretary <strong>to</strong> the Treasury, <strong>and</strong> three additional members.The Board is appointed by the government for a 3-year term, which maybe renewed, extended <strong>and</strong>/or terminated <strong>and</strong> new members appointed.The criteria for the appointment of the members of the Board arecompetence, strategic priorities <strong>and</strong> gender. Competence is a particularlyrelevant criterion since the lack of skills may lead <strong>to</strong> mismanagement ofthe financial institution. Regarding gender, at least one third of themembers of the Board must be women. Currently there are three womenin the Board if the Secretary (who seats in the Board) is also considered.To ensure focus on delivery of the responsibilities, three Board committeeshave been recently established: Risk, Audit <strong>and</strong> Human Resources.The committees, chaired by a member of the Board, incorporatemembers of the management team. Following good corporategovernance practices, the Chairman of the Board does not sit in thesecommittees in order <strong>to</strong> ensure neutral opinion on the issues. The HumanResources is in charge of selecting the senior managers after following aprocess where positions are advertised both internally <strong>and</strong> externally.The appointment of the Managing Direc<strong>to</strong>r involves a process whereboth the government <strong>and</strong> the Board participate. The Board is responsiblefor pre-selecting three c<strong>and</strong>idates through a competitive process, whomust meet certain skills, while the government takes the final decision onwho is <strong>to</strong> be appointed. The term of office of the Managing Direc<strong>to</strong>r isthe same as that of the Board members (3 years). The rest of KPOSBmanagement team is selected by the Board, independently from thegovernment, <strong>and</strong> the Board has full power <strong>to</strong> sanction these managersbased on their performance which is evaluated on a semi annual basis.123

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