Statement of Corporate Governance
In 2016, two fundamental legislations with significant impact on how companies operate came into effect. The Companies Act (No 17 of 2015), which was gazetted in November 2015 with some provisions being effective immediately while the rest came into effect in 2016. The Capital Markets Authority (CMA) Code of Governance for Issuers of Public Securities was gazetted in March 2016.
As a result of the position taken by the Board of Directors of Bamburi Cement Limited to apply international corporate governance standards, the Board finds itself in a unique position as it is already in compliance with a significant portion of the provisions of these legislations. This situation lends credence to the Board's commitment the highest standards of corporate governance, which it believes will promote shareholder investment while building confidence in the Group management.
This statement provides necessary information to enable investors to evaluate the application of the Group's governance and ethical obligations together with whether the Group has complied with the obligations and therefore satisfied its obligations thereunder.
The Board of Directors has the fundamental responsibility to promote the success of the Group and act in the best interest of the Group and its shareholders while having regard to the interest of the employees, customers, suppliers and other stakeholders.
The operations of the Board are governed by the Board Charter which the Board has deemed to be up to date with the current needs and roles of the Board.
The Board has a formal schedule of matters reserved for Board decision that details specific company affairs the Board does not delegate.
Membership & Size
The Board currently comprises of nine members. During the year Dominique Brugier, an independent non-executive member, resigned from the Board on which he had served since 2009. As a result of LafargeHolcim merger, Dominique Drouet was appointed as a shareholder representative in place of Thomas Farrell.
There are six non-executive directors, four of whom are independent. The Board believes that, while all directors are equally accountable for the proper stewardship of the Group, the non-executive directors have a particular responsibility to ensure the decisions of the Group are not only in the interest of employees, suppliers and customers.
The Board is satisfied with the commitment and contribution of each director. The Board is further satisfied that the Board and its Committees were effective in the year under review.
The Chairman, together with the Grou Managing Director and the Secretary, ensures that the Board operates effectively and in accordance with its Charter.
The Board meets regularly and at least four times a year at approximately quarterly intervals. Members of Management are invited to these meetings as necessary to report on areas under their responsibility. The dates of the meetings are set in November or December of the previous year, well in advance thereby ensuring maximum attendance, and venue is rotated around the various sites where the Group is located to provide an opportunity for the Board to interact with the local employees.
Directors are expected to attend all meetings of the Board and the Committees on which they serve and to devote sufficeint time to the Company to perform their duites. Where Directors are unable to attend meetings, they receive papers for that meeting giving them the opportunity to raise any issues with the Chairman in advance of the meeting. Each Director is free to suggest items for inclusion on the agenda and to raise at any Board meeting, subljects that not on the agenda for that meeting.
The Chairman and Group Managing Director have regula meetings, at least once a month, where the Group Managing Director maintain regular contact with all Directors. The Chairman also holds informal meetings with the non-executive directors, with out any of the executives present, to discuss any issue affecting the Group.
Certain specific responsibilities, which specific time, attentions and expertise, are delgated to the board committees, which operate within written terms of reference to assist in the execution of its duties and reprt regularly to the Board.
Separation of Roles
The roles of the Chairman and the Chief Executive are separately held and the division of their responsibilities is clearly established and agreed by the Board to ensure that no one has fettered powers of decision.
The division of responsibility between the Chairman and the Chief Executive Officer is clearly defined and approved by the Board. The Chairman is responsible for leadership of the Board, facilitation of contributions of the non-executives, review of Board performance and Board strategy.
The Chief Executive Officer is responsible for the day to day management and leadership of the Group, execution of the strategy approved by the Board and policy formulation to ensure delivery of strategy.
Last update on 05/04/2017