NOMINATING AND CORPORATE GOVERNANCE COMMITTEE 

The Nominating and Corporate Governance Committee (the “Committee”) of Prosoya Kenya Limited (the company) shall report to and assist the Board of Directors (the “Board”).


  1. Purpose

The purpose of the Committee shall be to:-

  1. Identify qualified individuals for membership on the Board;
  2. Recommend to the Board the director nominees for the next annual meeting of shareholders;
  3. Develop and recommend to the Board a set of corporate governance guidelines for the Board; and
  4. Oversee the corporate governance affairs of the Board and the Compan
  5. Composition
  1. The Committee shall be appointed by the Board and shall be comprised of at least three members, consisting of not less than 2externaldirectors of the Board (as determined by the Board). 
  2. The Board shall either designate one member of the Committee as chairperson or delegate the authority to designate a chairperson to the Committee. 
  3. Members of the Committee shall be appointed by the Board upon the recommendation of a majority of the external directors and may be removed by the Board in its discretion.
  1. Meetings
  2. The Committee shall meet as often as it determines, but no less than three times each year, either in person or telephonically, and at such times and places as the Committee shall determine. 
  3. A majority of the members of the Committee present in person or by telephone shall constitute a quorum.
  1. Responsibilities and Duties
  2. Criteria for Nomination to the Board: - 
  3. The Committee shall evaluate candidates for election to the Board of Directors consistent with criteria approved by the Board of Directors. 
  4. The Committee shall review, from time to time, such criteria for nomination, including the appropriate skills and characteristics required of Board members.
  5. Nomination of Directors:- 
  6. The Committee shall annually consider the size, composition and needs of the Board and consider and recommend candidates for membership on the Board.
  7. The Committee shall recommend to the Board each year the director nominees for election at the next annual meeting of shareholders. 
  8. Upon the recommendation of the Committee, the Board may elect a director to the Board during the course of the year to fill vacancies on the Board and newly created directorships to serve until the next annual meeting of shareholders. 
  9. The Committee shall assist in identifying, interviewing and recruiting candidates for the Board. 
  10. Before recommending an incumbent, replacement or additional director, the Committee shall review his or her qualifications, including capability, availability to serve, conflicts of interest and other relevant factors. 
  11. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the Board, and the results of the most recent Board self-evaluation.
  12. Director Resignation: - 

The Committee shall consider, in accordance with the Company’s corporate governance guidelines, any resignation tendered to the Board by a director and recommend to the Board the acceptance of such resignation if appropriate.

  1. Shareholder Recommendations:
  2. The Committee shall have the authority to establish policies and procedures for the evaluation of candidates put forth by the Company’s shareholders. 
  3. The Committee shall review and evaluate all candidates submitted by the Company’s shareholders.
  4. Committees of the Board: 
  5. The Committee shall review annually the purpose of the committees of the Board, recommend to the Board any changes deemed necessary or desirable to the purpose of the committees and whether any committees should be created or discontinued, and recommend to the Board the directors and chairperson to be appointed to each committee. 
  6. Committee chairpersons should be rotated every three (3) years, unless the Board determines that it is in the best interest of the Company to maintain an individual director’s status as chairperson of a particular committee beyond such three (3) year period.
  7. Corporate Governance Guidelines: 
  8. The Committee shall develop and recommend to the Board for approval a set of corporate governance guidelines for the Board. 
  9. The Committee shall review these guidelines on an annual basis and recommend to the Board any changes deemed necessary or desirable.
  10. The Committee shall also have oversight of the corporate governance affairs of the Company and shall review annually the corporate governance practices and policies of the Company.
  11. Evaluation Process: 
  12. The Committee shall develop and recommend to the Board an annual performance self-evaluation process for the Board and its committees.
  13. The Committee shall oversee the process that the Board and its committees use to conduct annual performance evaluations. 
  14. The Committee shall also establish the evaluation process and determine the specific criteria on which the performance of the CEO is evaluated. 
  15. The Lead Director shall conduct a review of the performance of the CEO at least annually and shall communicate the results of the Committee’s review to the CEO.
  16. Self-Evaluation: 

On an annual basis, the Committee shall conduct a self-evaluation of its performance in fulfilling its duties and responsibilities under this Charter.

  1. Conflicts of Interest: 

The Committee shall consider questions of possible conflicts of interest of the Board members as such questions arise.

  1. Reports to the Board: 

The Committee shall report regularly to the Board on its meetings and review with the Board significant issues and concerns that arise at meetings of the Committee.

  1. Director Orientation: 

The Committee shall review and recommend, as appropriate, director orientation and continuing orientation programs for members of the Board.

  1. Succession Planning: 
  2. The Committee shall review at least annually the succession plans relating to the positions of Chairman and Chief Executive Officer. 
  3.    The Lead external Director shall be responsible for soliciting from the Company’s Board of Directors recommendations for the Company’s CEO and Chairman positions and shall present to the Board of Directors the Committee’s recommendations for the CEO and Chairman positions.
  4. Charter Review: 

On an annual basis, the Committee shall review the adequacy of this Charter, and recommend to the Board any modifications or changes hereto for approval by the Board.

  1. Non-employee Director Compensation: 
  2. The Committee shall have the responsibility for recommending to the Board compensation and benefits for non-employee directors.
  3. Non-employee director compensation will be set at a level that is consistent with market practice, taking into account the size and scope of the Company’s business and the responsibilities of its directors. 
  4. The compensation and benefits for non-employee directors shall be reviewed by the Committee annually.
  1. Additional Authority of the Committee
  2.   The Committee shall have the authority to delegate any of its responsibilities

to sub-committees as the Committee may deem appropriate in its discretion. 

    b. The Committee shall have authority to retain outside counsel, executive

such firms and other advisors as the Committee may deem appropriate in the conduct of its duties and responsibilities under this Charter.

 

HUMAN RESOURCES & COMPENSATION COMMITTEE 

I. Purpose 

The Human Resources and Compensation Committee ("Committee") of the Board of Directors ("Board") of Prosoya Kenya Limited will assist the Board in discharging its duties related to executive compensation and succession and the adoption, amendment and termination of employee benefit plans sponsored, maintained, or contributed to by Prosoya Kenya Limited. 

The purpose of the Committee is to: - 

  1. Enable Prosoya Kenya Limited to attract, retain and motivate employees who achieve operational excellence and create value for shareholders. 
  2. Oversee the adoption and administration of the Company's compensation plans, in particular the incentive-based plans.
  3. Discharge the Board's responsibilities relating to compensation of the Company's executives. 
  4. Oversee plans for executive development and succession;
  5. Adopt, amend, terminate, merge, spin off and transfer the employee benefit plans of the Company.
  6. Reward employees fairly and responsibly, having regard to the results of Prosoya Kenya Limited, individual performance and general remuneration conditions.
  7. Reflect best practice in people development while meeting Prosoya’s business needs. 
  8. Ensure compliance with relevant provisions of the existing National and local authorities registrations and internal corporate Rules of Prosoya Kenya Limited. 

II. Principles of Compensation 

In discharging its duties relating to compensation of Company executives, the Committee shall adhere to the following principles: 

  1. Compensation arrangements shall emphasize pay for performance and encourage retention of those employees who enhance the Company's performance.
  2. Compensation arrangements shall maintain an appropriate balance between basic salary and long-term and annual incentive compensation. 
  3. In approving compensation, the recent compensation history of the executive, including special or unusual compensation payments, shall be taken into consideration. 
  4. Cash incentive compensation plans for senior executives shall link pay to achievement of financial goals set in advance by the Committee. 

III. Organization 

  1. The Committee is composed of three or more directors, as determined by the Board. 
  2. The Board elects the members of the Committee upon the recommendation of the Nominating and Corporate Governance Committeeat the annual organization meeting of the Board for terms of one year, or until their successors are duly elected and qualified. 
  3. Unless a Chairman is elected by the full Board, the members may designate a Chairman by majority vote of the full membership of the Committee.
  4. The head of the Human Resources department is the principal liaison between executive management and the Committee on people matters.

      III.     Meetings 

  1. The Committee shall meet at least four times each calendar year and at such other times as required, upon the call of the Chairman of the Committee or the Chairman of the Board. 
  2. Committee meetings may be in part or in whole with members attending in person and/or via electronic means. 
  3. Any member of the Committee or the Secretary to the Committee may call a meeting of the Committee. 
  4. The dates, times and venues of each meeting of the Committee will be notified by the Secretary to all members of the Committee as far in advance as possible. 
  5. Supporting papers for each meeting of the Committee will be distributed by the Secretary to all members of the Committee as far in advance as possible. 
  6. The Committee Chairman settles the agenda for each Committee meeting, with input from the head of the Human Resources department. 
  7. Members of the Committee, and any other Directors wishing to attend, are entitled to be present at Committee meetings (except in circumstances where there is a conflict of interest). 
  8. The Committee may extend an invitation to any person to attend all or part of any meeting, which it considers appropriate. In particular the Committee may meet with external advisers, any executive or other employee, any other non-executive Director, and may do so with or without a member of the management being present but with the consent of the CEO. 
  9. The CEO and the head of the Human Resources department will normally be invited to attend meetings. 
  10. A quorum for the meeting of the Committee is two members. 
  11. In the absence of the Committee Chairman the members Present shall elect one of their number who is a non-executive Director as Chairman of the meeting. 
  12. Committee actions and decisions shall be decided based upon a simple majority and may be taken at meetings, via electronic media, or a combination thereof.

IV. Responsibilities and Authorities 

The Committee shall have the responsibility and authority to, among other things: -

  1. Ensure that the Company's executive compensation programs are appropriately competitive, support organizational objectives and shareholder interests, and emphasize pay for performance linkage. 
  2. Review, evaluate and approve on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer. The Committee shall annually evaluate the Chief Executive Officer's performance in light of these established goals and objectives and, based upon these evaluations, shall, after an executive session of the Committee, set the Chief Executive Officer's annual compensation, including salary and bonus, and other incentives. In setting compensation, all relevant factors shall be considered, including the Company's performance and relative shareholder return, the value of similar incentive awards to those with similar responsibilities at comparable companies and the awards given by the Company in prior years. 
  3. Consider whether there are circumstances in which compensation or additional remuneration may be appropriate in the case of any particular Director; 
  4. Ensure that the total remuneration paid to non-executive Directors each year inclusive of superannuation contributions does not exceed the fee ceiling limit approved by shareholders in general meeting. 
  5. Review, evaluate and approve compensation of all key senior executives and elected corporate officers from time to time, taking into account individual performance, Company performance, and comparable compensation paid to similarly situated officers in comparable companies. 
  6. Approve any employment agreements, consulting arrangements, severance or retirement arrangements, change-in- control agreements, and/or any special or supplemental benefits or provisions covering any current or former executive officer of the Company. 
  7. Adopt, amend, terminate, merge, spin off or transfer the benefit plans of the Company, and perform any other settlor functions in connection with the Company's employee benefits plans. 
  8. Oversee the implementation and administration of the compensation plans of the Company to ensure that these plans are consistent with the Company's general compensation policy. The Committee shall make recommendations to the Board with respect to incentive-compensation and equity-based plans that are subject to Board approval. The Audit Committee shall retain responsibility for oversight of the Company's funding of its benefit plans. 
  9. Monitor and evaluate the compensation and benefits structure of the Company, including providing guidance on philosophy and policy matters and excessive risk-taking. 
  10. Oversee regulatory compliance with respect to compensation matters, including overseeing the Company's policies on structuring compensation programs to preserve tax deductibility. 
  11. Oversee the execution of any Chief Executive Officer and senior management development and succession plan, including HR-related business continuity plans, and report to the Board periodically on such plans. 
  12. Form and delegate authority to subcommittees, whether or not such delegation is specifically contemplated under any compensation or employee benefit plan or policy. In addition, in connection with compensation plans, the Committee may delegate approval of certain transactions to a subcommittee consisting solely of members of the Committee. 
  13. Perform such other functions and duties as the Board may assign to the Committee from time to time. 
  1. The Committee is authorized to obtain outside legal or otherexternalprofessional advice, and to secure the attendance of such advisers if it is considered necessary. 
  1. The Committee shall report its actions and recommendations to the Board after each Committee meeting and shall conduct and present to the Board an annual performance evaluation of the Committee. 
  2. The Committee shall review at least annually the adequacy of this Charter with the Nominating and Corporate Governance Committeeand recommend any proposed changes to the Board for approval. 
  3. The committee shall review and make recommendations to the Board on the Company’s diversity policies and practices. In particular the Committee will annually review the Company’s diversity strategy; and the Company’s diversity objectives and progress toward achievement of the objectives and inform the Board of the results; 
  4. The committee shall oversee the formulation and review of the Company’s recruitment, organizational development, retention, succession and termination policies generally; and ensure that the Company meets its obligations in respect of remuneration matters as required under the relevant laws. 

V. Compensation Consultants, external Legal Counsel and Other Advisers 

  1. The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, external legal counsel or other adviser. The Committee shall have the sole authority to terminate the services of any such compensation consultant, external legal counsel or other adviser. 
  2. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, external legal counsel or other adviser retained by the Committee. 
  3. The Company shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, external legal counsel or any other adviser retained by the Committee. 
  4. The Committee may select a compensation consultant, legal counsel or other adviser to the Committee only after taking into consideration all factors relevant to that person's independence from management, including the following: 
  1. The provision of other services to the Company by the person or entity that employs the compensation consultant, legal counsel or other adviser; 
  2. The amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser; 
  3. The policies and procedures of the person or entity that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; 
  4. Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee; 
  5. Any stock of the Company owned by the compensation consultant, legal counsel or other adviser; 
  6. Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person or entity employing the adviser with an executive officer of the Company; and any other factors may deem relevant. 

 

SUSTAINABILITY AND CORPORATE RESPONSIBILITY COMMITTEE

  1. Purpose.

The Sustainability and Corporate Responsibility Committee (the “Committee") of prosoya Kenya Limited (the company) will review Company policies and practices relating to significant public issues of concern to the shareholders, the Company generally and its employee, the business community, the general public, NGOs and other stakeholders, with specific oversight of sustainability and corporate responsibility ("SCR") strategy and goals, health and well-being trends, legislative and regulatory issues, and diversity management programs. The Committee also has oversight of the environmental and social risks facing the company and the practices by which these risks are managed and mitigated.

  1. Membership

The Committee will consist of at least three directors appointed by the Board from time to time. The Board shall also designate a Committee Chair and may, from time to time, remove members of the Committee.

Responsibilities

  1. The Committee shall:
  2. Review Company policies and practices relating to significant public issues of concern to the shareholders, the Company generally and its employees, communities served by the company, the business community and the general public, with specific oversight of sustainability and corporate responsibility (“SCR”), legislative and regulatory issues, and diversity management programs.
  3. Review and provide guidance to management on sustainability issues and impacts, and the integration of sustainability into the company’s business, including innovation, product design, manufacturing and sourcing, and operations.
  4. Review, provide guidance to management, and report to the Board on sustainability (including labor practices) within company’s supply chain, and review reports of the company’s sustainability audits.
  5. Review and provide guidance to management regarding the company’s work with industry organizations and non-governmental organizations concerning corporate responsibility.
  6. Review and monitor the performance of the Company as it affects matters relating to sustainability, the environment, communities, customers and other key stakeholders.
  7. Review and make recommendations to management on reporting to shareholders and other communities regarding corporate responsibility activities.
  8. Review, provide guidance to management, and report to the Board regarding the involvement of significant corporate responsibility issues in major business decisions, to protect the company’s valuable goodwill, and human and intellectual capital.
  9. Analyze, evaluate and monitor the social, political, environmental and public policy trends, issues and concerns which could affect the Company’s business activities or performance, and make recommendations to the Board regarding how the Company should respond to these trends, issues and concerns to more effectively achieve its business goals.
  10. Review issues affecting the acceptance of Company products in the marketplace, including issues of agricultural biotechnology.
  11. Receive annual or more frequent presentations by management and others on subjects in the public arena and/or related to the accomplishment of the Company's diversity, equal opportunity and SCR goals. These could include presentations on policies of importance to consumers, charitable contributions, legislative and regulatory issues affecting the Company, and other environmental, philanthropic or legal issues of particular public interest
  12. Review and make recommendations to the Board with respect to any shareholder proposal that relates to the matters overseen by the Committee.
  13. Review and make recommendations to the Board with respect to the Company’s policies, programs and practices and the impact that the Company’s policies, programs and practices have on the environment, marketplace, workplace and communities in which the Company operates.
  14. Identify and investigate significant emerging issues. 
  15. Identify, analyze, evaluate and monitor the social, political, environmental and public policy trends, issues and concerns which could affect the Company's business activities or performance, and make recommendations to the Board regarding how the Company should respond to these trends, issues and concerns to more effectively achieve its business and SCR goals.
  16. Receive periodic reports regarding the Company’s political contributions.
  17. Receive periodic reports regarding the Company’s charitable contributions.
  18. Oversee the management of risks related to sustainability and the environment and the Company’s interactions with communities, customers and other key stakeholders, including risks related to reputation.
  19. Review and make recommendations to the Board with respect to the Company's policies, programs and practices and the impact that the Company's policies, programs and practices have on the environment, marketplace, workplace and communities in which the Company operates.
  20. Receive presentations by management and others on subjects in the public arena and/or related to the accomplishment of the Company's SCR strategy and goals. These could include presentations on diversity matters, policies of importance to customers and consumers, charitable contributions, legislative and regulatory issues affecting the Company, health and well-being trends, and other environmental, philanthropic or legal issues of particular public interest including progress towards the Company’s publicly stated SCR goals.
  21. Report to the full Board on a periodic basis as to the status of Company programs and initiatives on sustainability, environmental matters and social responsibility. The report may take the form of an oral report by the Chairperson of the Committee or any other member of the Committee designated by the Committee to make this report. 
  22. Produce and provide to the Board of Directors an annual performance evaluation of the Committee, which evaluation shall compare the performance of the Committee with the requirements of this Charter.  
  23. Perform such other duties and functions as May, from time to time; be assigned to the Committee by the Board.

Meetings

  1. The Committee shall meet at least four times per year.  Meetings will be held at the convenience of the members, but, preferably, in advance of meetings of the Board of Directors.  
  2. The Committee may permit attendance at meetings by such ex officio members as the Committee may determine appropriate or advisable from time to time. 
  3. A quorum at any Committee meeting shall be a majority of its members. 
  4. The Committee may form and delegate authority to any subcommittee of the Committee it deems appropriate or advisable. 
  5. The Committee will report regularly to the Board on matters within the Committee’s responsibilities, and will maintain minutes of Committee meetings.
  6. All resolutions of the Committee shall be made either at a meeting duly convened and held, at which a quorum was present and acting, or by a written consent to the actions taken signed by all of the members of the Committee.
  7. The Chair of the Committee shall be responsible for establishing the agendas for meetings of the Committee. 
  8. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. 
  9. Minutes for all meetings of the Committee shall be prepared to document the Committee’s discharge of its responsibilities. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record and shall be approved at a subsequent meeting of the Committee. The Committee shall make regular reports to the Board of Directors.
  10. Outside Assistance.

The Committee shall have authority to obtain advice and assistance from internal or external public affairs and communications, legal, accounting or other advisors.

Self-Assessment.

The Committee shall evaluate its performance on an annual basis and develop criteria for such evaluation. At least annually, this charter shall be reviewed and reassessed by the Committee and any proposed changes shall be submitted to the Board of Directors for approval.

 

INNOVATION AND TECHNOLOGY COMMITTEE 

I. PURPOSES OF THE COMMITTEE 

The purpose of the Committee shall be to: 

  1. Oversee the Company’s efforts to foster growth through innovation, and evaluate the Company’s efforts to identify and address risks and opportunities in the food and feed industries and adjacent industries arising from emerging or competing technologies, including changes in business conditions or new business models
  2. Review technologies and innovations deployed or contemplated by the Company for use in the food and feed industries and adjacent industries
  3. Review the Company’s performance excellence and continuous improvement program, and the Company’s approach to the replication of innovative solutions across businesses. 
  4. If so requested by the Board, another Committee or the management of Prosoya Kenya limited, the Committee shall review any specific matters consistent with the Committee’s stated purpose above prior to the presentation of such matters to a vote of the Board. 
  5. If time or other considerations make prior review by the Committee impractical or undesirable, the Board may proceed with a vote despite the lack of prior Committee meeting or Committee review. 
  6. In addition, as may be requested by Management, the Committee also shall be available to provide advice and assistance to Management on a more frequent basis than the regularly scheduled meetings of the Board. 
  7. If and when it would be in the interest of the Company, the Committee shall seek further specific authority from the Board. 

II. COMPOSITION 

  1. The Committee shall be comprised of three or more directors of the Board and the Chief Executive Officer of the Company. 
  2. The Nominating, Governance and Corporate Responsibility Committee of the Board shall recommend nominees to the full Board for appointment to the Committee annually and as vacancies or newly created positions occur. 
  3. Committee members shall be appointed by the Board annually and may be removed by the Board at any time. 
  4. Vacancies on the Committee shall be filled by a majority vote of the Board then in office at the next meeting of the Board following the occurrence of the vacancy. 
  5. No member of the Committee shall be removed from the Committee except by majority vote of the Directors then in office. 
  6. The Board by majority vote of the Directors then in office may determine to disband the Committee at any time. 

III. MEETINGS AND PROCEDURES 

  1. The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter. 
  2. The Committee shall meet as provided by its rules. 
  3. It is presently expected that the Committee shall hold at least one meeting prior to each regularly scheduled meeting of the Board or more or less frequently as circumstances require. 
  4. The Chairperson of the Committee or a majority of the members of the Committee may also call a special meeting of the Committee. 
  5. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum. 
  6. The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. 
  7. At each regularly scheduled Board meeting, the Committee shall deliver a report to the Board describing the substance of any meeting(s) of the Committee that were held since the occurrence of the immediately prior regularly scheduled Board meeting, which report shall include a description of all actions, if any, taken by the Committee at such meeting(s). 
  8. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company. 
  9. The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees, or other Board members, or officers of the Company such power and authority as the Committee deems appropriate, consistent with applicable law, regulation and the Company’s governance documents. 

 

 Audit and Finance Committee

  1. Purpose of the Committee 

The purpose of the Committee is to: 

  1. Assist the Board in oversight and monitoring of: 
    1. The Corporation’s financial statements and other financial information provided by the Corporation to its shareholders and others; 
    2. Compliance with legal, regulatory and public disclosure requirements; 
    3. The external auditors, including their qualifications and independence; 
    4. The Corporation’s systems of internal controls, including the Internal Audit function; 
    5. Treasury and finance matters; 
    6. Enterprise risk management, privacy and data security; 
    7. Composition of the committee
  2. The Board, on the recommendation of the Nominating and Corporate Governance Committee, shall appoint the members of the Audit and Finance Committee.  
  3. The Committee will be composed of not less than three Board members.
  4.  Each member shall be able to read and understand fundamental financial statements and at least one member will have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background, including a current or past position as a principal financial officer or other senior officer with financial oversight responsibilities. 
  5. The Chair of the Committee shall be designated by the Board
  6. Members of the Committee shall serve until their successors are duly elected and qualified or their earlier resignation or removal. 
  7. The Board may replace any member of the Committee. 
  8. Members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

 

  1. Committee Authority and Responsibilities
  1. The Audit and Finance Committee may consult with management but shall not delegate these responsibilities to management. 
  2. The Audit and Finance Committee shall meet in person or telephonically as often as it determines necessary, but not less frequently than six times per year.  
  3. The Audit and Finance Committee may form and delegate authority to subcommittees when appropriate.
  4. The Audit and Finance Committee shall have the authority, to the extent it deems necessary or appropriate, to retain external legal, accounting or other advisors.  
  5. The Company shall provide for appropriate funding, as determined by the Audit and Finance Committee, for payment of compensation to the external auditor for the purpose of rendering or issuing an audit report and to any advisors employed by the Audit and Finance Committee.  
  6. The Audit and Finance Committee may request any officer or employee of the Company or the Company’s outside counsel or external auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.  
  7. The Audit and Finance Committee shall meet with management, the internal auditors and the external auditor in separate executive sessions at least quarterly.  
  8. The Audit and Finance Committee may also, to the extent it deems necessary or appropriate, meet with the Company’s investment bankers or with financial analysts who follow the Company.
  9. The Audit and Finance Committee shall make regular reports to the Board with respect to its activities, including any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s external auditors or the performance of the internal audit function.
  10. The Audit and Finance Committee shall produce and provide to the Board of Directors an annual performance evaluation of the Committee, which evaluation shall compare the performance of the Audit and Finance Committee with the requirements of this Charter.  
  11. The performance evaluation shall also encompass a review and reassessment of the adequacy of this Charter, and the Audit and Finance Committee shall recommend to the Board of Directors any improvements to this Charter deemed necessary or desirable by the Audit and Finance Committee. 
  12. The performance evaluation by the Audit and Finance Committee shall be conducted in such manner, as the Committee deems appropriate.  
  13. The report to the Board of Directors may take the form of an oral report by the Chairperson of the Audit and Finance Committee or any other member of the Audit and Finance Committee designated by the Committee to make this report.
  14. The Audit and Finance Committee, to the extent it deems necessary or appropriate, shall:
  15. Review and discuss with management and the external auditor the annual audited financial statements, including specific disclosures made in management’s discussion and analysis, and recommend to the Board whether the audited financial statements should be adopted.
  16. Review and discuss with management and the external auditor 

                    i.        Analyses prepared by management and/or the external auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including the development, selection and disclosure of critical accounting estimates and analyses of the effects of alternative GAAP methods on the financial statements, and 

                   ii.        major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.

  1. Review and discuss with the external auditors:


                    i.        Changes in critical accounting policies and practices to be used.


                   ii.        All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditor.

  1. Review and discuss with management (including the senior internal audit executive) and the external auditor the Company’s internal controls report and the external auditor’s attestation of the report.
  2. Discuss with management the Company’s earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, as well as financial information and earnings Discuss with management and the external auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.
  3. Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.
  4. Receive and discuss with management reports on the security of and risks related to the Company’s information technology systems and procedures.
  5. Discuss with the external auditor any matters that the external auditor is required to discuss with the Audit and Finance Committee pursuant to professional and regulatory requirements related to the conduct of an audit.  In particular, discuss:
  6. Guidance provided to analysts and rating agencies.  Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).

                    i.        The adoption of, or changes to, the Company’s significant auditing and accounting principles and practices as suggested by the external auditor, internal auditors or management.

                   ii.        The management letter provided by the external  auditor and the Company’s response to that letter, as well as other material written communications between the external auditor and management, such as any schedule of unadjusted differences.

                  iii.        Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.

  1. Review disclosures made to the Audit and Finance Committee by the Company’s Chief Executive Officer and Chief Financial Officer about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls.
  2. Oversight of the Company’s Relationship with the external Auditor

a)   Review the experience and qualifications of the senior members of the external auditor team.

b)   Obtain and review a report from the external auditor at least annually regarding

                                             i.        The external auditor’s internal quality-control procedures,

                                            ii.        Any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more external audits carried out by the firm,

                                          iii.         Any steps taken to deal with any such issues, 

                                          iv.         All relationships between the external auditor and the Company including any relationships which, in the auditor’s professional judgment, may reasonably be thought to bear on its independence and 

                                           v.        Evaluate the qualifications, performance and independence of the external auditor, including reviewing and evaluating the lead audit partner of the external auditor and considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, and taking into account the opinions of management and the internal auditor.

                                          vi.        Review and discuss with the external auditor any documentation supplied by the external auditor as to the nature and scope of any tax services to be approved, as well as the potential effects of the provision of such services on the auditor’s independence.  

                                         vii.         The Audit and Finance Committee shall present its conclusions with respect to the external auditor to the Board and, if so determined by the Audit and Finance Committee, recommend that the Board take additional action to satisfy itself of the qualifications, performance and independence of the auditor.

  1. In the event the external auditor notifies the Company that it is the subject of any inquiry or investigation by governmental or professional authorities, or that an audit of the Company has been selected for review by the PCAOB, discuss with the external auditor and management any issues that arise as a result of that inquiry, investigation or review that could significantly reflect on the external auditor’s qualifications to serve as the Company’s external auditor or have a significant impact on the Company's accounting, financial reporting or disclosure.
  2. Ensure the rotation of the audit partners of the external auditor as required by law
  3. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the external auditing firm on a regular basis.
  4. Set policies for the Company’s hiring of employees or former employees of the external auditor who participated in any capacity in the audit of the Company.
  5. Meet with the external auditor prior to the audit to discuss the planning and staffing of senior members of the audit team.
  6. Oversight of the Company’s Internal Audit Function

                                            i.         Review the appointment and replacement of the senior internal auditing executive.

                                           ii.         Review the significant reports to management prepared by the internal auditing department and management’s responses.

                                         iii.         Discuss with the external auditor and management the internal audit department responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audit.

  1. Compliance Oversight Responsibilities

                                             i.        Receive reports from management, including the Company’s Director of Business Conduct and senior internal auditing executive, concerning the Company’s and its subsidiaries’ and foreign affiliated entities’ conformity with the Company’s Code of Business Conduct and applicable legal requirements.   

                                            ii.        Review reports and disclosures of insider and affiliated party transactions.  

                                          iii.         Advise the Board with respect to the Company’s policies and procedures regarding compliance with the Company’s Code of Business Conduct and applicable laws and regulations.

  1. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
  2. Discuss with management and the external auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports that raise material issues regarding the Company’s financial statements or accounting policies.
  3. Discuss with the Company’s General Counsel legal matters that may have a material impact on the financial statements or the Company’s compliance policies.
  4. Financial Oversight

In discharging its finance oversight responsibilities, the Audit and Finance Committee shall:

                                             i.        Review and discuss the Company’s financial plans, policies and budgets to ensure their adequacy and soundness in providing for the Company’s current operations and long-term growth.

                                            ii.        Review, discuss and make recommendations to the Board concerning proposed equity, debt or other securities offerings and private placements.

                                          iii.         Review and make recommendations to the Board concerning its dividend policy and dividends to be paid.

                                          iv.        Review and discuss with management significant tax matters.

                                           v.        Review and approve decisions by the Company and its subsidiaries to enter into swaps and security-based swaps  (together referred to as “Swaps”), that are entered into in reliance upon the “end-user exceptions” to the mandatory execution and clearing requirements of Consumer Protection regulations. 

                                          vi.        The Committee may approve such decisions on a general basis rather than on a Swap-by-Swap basis.

                                         vii.         Periodically review, on an annual basis, or more often (particularly in the event of a material change in hedging strategy), the Company’s policies for the use of Swaps that are entered into in reliance upon the end-user exceptions.

  1. Appoint the members and monitor the performance of the Company’s Pension and Savings Funds Investment Committee, which serves as fiduciary responsible for the control and management of the assets of each employee pension or welfare benefit plan sponsored by the Company.
    1. Limitation of Audit and Finance Committee’s Role
  2. While the Audit and Finance Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit and Finance Committee to determine that management has established and maintained appropriate internal control over financial reporting, that the Company’s financial statements and disclosures are complete and accurate and have been prepared in accordance with accounting principles generally accepted in Kenya, or that the audit of the Company’s financial statements by the external auditor has been carried out in accordance with auditing standards generally accepted in Kenya. 
  3. Management is responsible for the financial statements and the reporting process, including the system of internal controls, and the external auditor is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in Kenya.

 

Executive Committee

  1. Purpose

The purpose of the Executive Committee is to discharge the responsibilities of the Company's Board of Directors relating to the transaction of routine, administrative matters that occur between regularly scheduled meetings of the Board of Directors.

  1.  Structure and Membership

 

      i.        Number. 

The Executive Committee shall consist of at least three members of the Board of Directors.

      i.        Chair.

Unless the Board of Directors elects a Chair of the Executive Committee, the Executive Committee shall elect a Chairby majority vote.

    ii.        Compensation. 

Members of the Committee who also are employees of the Company shall not receive compensation for their services on the Executive Committee, except as expressly approved by the Board of Directors. The compensation of non- employee members of the Committee shall be as determined by the Board of Directors.

      i.        Selection and Removal

The Board of Directors, upon the recommendation of the Nominating and Governance Committee, shall appoint members of the Executive Committee. The Board of Directors may remove members of the Executive Committee from such committee, with or without cause.

  1. Authority and Responsibilities

       i.        The Executive Committee's primary function is to exercise and have all the powers of the Board of Directors in the management of the business and the affairs of the Company during the intervals between meetings of the Board of Directors. 

     ii.        The Committee shall, between regularly scheduled meetings of the Board, transact routine administrative matters that require Board approval as such issues arise.

    iii.        Notwithstanding the foregoing, the Executive Committee shall not have the power or authority to: 

a)    Amend the Company's Charter or the Bylaws

b)    Adopt an agreement or plan of merger, share exchange, or consolidation to which the Company is a party

c)     Recommend to the stockholders of the Company any action which requires stockholder approval including, but not limited to, 

  1. The sale, lease, or exchange of all or substantially all of the Company's property or assets 
  2. A dissolution of the Company or a revocation of a dissolution of the Company; 
  3. Declare a dividend or authorize the issuance of capital stock of the Company
  4. Take any other action or exercise any authority prohibited by law or the Company's Charter or Bylaws.

D.) Procedures and Administration

  1. Meetings. 

The Executive Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Committee shall keep such records of its meetings as it shall deem appropriate.

  1. Meetings with Management. 

The Executive Committee may meet with management in separate executive sessions to discuss any matters that the Executive Committee or the parties believe should be discussed privately with the Executive Committee.

  1. Reports to the Board. 

The Executive Committee shall report regularly to the Board of Directors. A summary of the actions taken at each Executive Committee meeting shall be presented to the Board of Directors at the next Board meeting.

  1. Charter. 

The Executive Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

  1. Consulting Arrangements. 

The Executive Committee may engage and employ consultants and other experts to assist it in performing its functions.

  1. Investigations. 

The Executive Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee, or advisor of the Company to meet with the Company or any advisors engaged by the Committee.

  1. Annual Self-Evaluation. 

At least annually, the Executive Committee shall evaluate its own performance.

  1. Additional Powers. 

The Executive Committee shall take such other actions and have such other duties as may be required by law, assigned by the Company's Bylaws or Corporate Governance Guidelines, or delegated from time to time by the Board of Directors.