Corporate governance is the process and structure by which companies are directed and controlled and held accountable in order to achieve long term value to shareholders taking cognizant of the interest of other stakeholders.
The Board of Directors of Kenya Reinsurance Corporation Ltd is responsible for the governance of the Corporation and is accountable to the shareholders for ensuring that the Corporation complies with the law and the highest standards of business ethics and corporate governance.
Accordingly the Board attaches very high importance to the generally accepted corporate governance practice and has embraced the internationally developed principles and code of best practice of good corporate governance.
Board of Directors
The roles and functions of the Chairman and the Managing Director are distinct and their respective responsibilities clearly defined.
The Board comprises of eight directors of which seven of them are independent non-executive including the Chairman.
The Board defines the Corporation’s strategies, objectives and values and ensures that procedures and practices are set in place to ensure effective control over strategic, financial, operational and compliance issues. The directors bring a wealth of experience and knowledge to the Board’s deliberations.
Except for direction and guidance on general policy, the Board has delegated authority of its day-to-day business to the Managing Director. The Board nonetheless is responsible for the stewardship of the Corporation and assumes responsibilities for the effective control over the Corporation.
The Corporation Secretary advises the Board on all corporate governance matters and statutory requirements as well as attends all the Board meetings.
The Board holds meetings on a regular basis while special meetings are called when it is deemed necessary to do so.
Committees of the Board
The Board has set up principal committees which meet under well defined terms of reference set by the Board. This is intended to facilitate efficient decision making of the Board in discharging its duties and responsibilities.
Creating Shareholders’ Value
In order to assure the shareholder of the commitment to activities that create and enhance shareholder value, the Board signs a performance contract and continue to perform an annual evaluation exercise to review and audits its role and success or otherwise to meet the challenges envisaged at the beginning of each year.