Limuru Tea Plc is committed to comply with the provisions of the Code of Corporate Governance Practices for Issuers of Securities to the Public 2015 (the "Corporate Governance Code") and the Capital Markets (Licensing Requirements) (General) (Amendment) Regulations, 2016 (the "Corporate Governance Regulations") as issued by the Capital Markets Authority. Besides complying with external corporate governance regulations, the Company has embedded internal rules of engagement to support corporate governance. These internal guidelines are constituted in the Governance of Limuru Tea Plc.
Division of Responsibilities
The Chair and the Chief Executive Officer's roles are separate, with each having distinct and clearly defined duties and responsibilities.
The Chair is responsible for leadership of the Board, for ensuring its effectiveness on all aspects of its role and for facilitating productive contribution of all Directors. The Chair serves as the link between the Board and management in between meetings and is responsible for ensuring that decisions of the Board are implemented. She is also responsible for ensuring that the interests of the Company's shareholders are safeguarded and that there is effective communication with them.
The Chief Executive Officer has overall responsibility for the performance of the business and provides leadership to facilitate successful planning and execution of the objectives and strategies agreed by the Board
The Role of the Board
The Board is comprised of independent Non-Executive Directors and Executive Directors and is responsible for the overall conduct of the Company and has the powers, authorities and duties vested in it pursuant to the relevant laws of the Republic of Kenya and the Articles of Association of Limuru Tea Plc. The Directors are committed to fulfilling their fiduciary responsibilities and have instituted various principles necessary to ensure that good governance is practiced with respect to dealings with the Company's shareholders, customers and other relevant stakeholders in line with the spirit of the CMA Code of Corporate Governance for listed Companies.
In all its dealings, the Board has regard to the interests of the Company as a whole, including its shareholders, employees, customers and suppliers, together with its social and legal responsibilities in the communities in which it operates and to the environment.
The Board is collectively accountable to the Company's shareholders for the long-term success of the Company and for its overall strategic direction, its values and governance. It provides the leadership necessary for the organization to meet its business objectives within the framework of its internal controls, while also discharging the Company's obligations to its shareholders. Responsibility for implementing strategy and day-to-day operations has been delegated by the Board to the Chief Executive Officer and the Company' s executive team.
Board Diversity
The Board recognises and embraces the benefits of diversity and views increasing diversity as an essential element in maintaining a competitive advantage. The Board also recognises the role of diversity in bringing different perspectives into Board debates and offers better anticipation of the risks that are inherent in the business and the opportunities that the business pursues. The Non-Executive Directors come from broad industry and professional backgrounds, with varied experience and expertise aligned to the needs of the business.
Board Committees
The Board retains effective control over the Company's operations and has established committees (the "Committees") to assist it in providing detailed attention to specific areas. The Committees report to the Board at each meeting highlighting matters discussed at their respective meetings and recommended actions.
(i) Audit Committee
This Committee's mandate includes: review of financial statements, compliance with accounting standards, oversight on risk assessment and management, internal control systems and the internal audit function, identification, assessment and liaison with the external auditor, corporate governance and finance and investment. The Company's performance on ethics is assessed and monitored by this Committee. This Committee meets at least twice a year.
Members
(i) Sarah Mbwaya (Chairperson)
(ii) Felgona Omollo
(iii) Samson Korir
(ii) Nominations Committee
This Committee is responsible for: evaluation, induction, remuneration, appraisal, training and upskilling of directors, nomination of new directors and composition of the Board. This Committee meets at least once a year.
Members
(i) Sarah Mbwaya (Chairperson)
(ii) Felgona Omollo
(iii) Gerridina Johanna Maria Ten Den
Communication with stakeholders and Corporate Disclosures
Limuru Tea Plc has in place an internal Communication and Corporate Disclosure Policy that sets out the standards of communication to be expected of the Company by its Shareholders; ensures that the Board proactively supplies relevant information to Stakeholders; and aims to enhance transparency and disclosure.
Breach Management
In order to ensure that potential breaches to our CoBP, Policies and Standards are handled fairly and expeditiously, a Business Integrity Committee meets on a regular basis to review progress of ongoing
investigations check on the status of any ongoing disciplinary proceedings and progress agreed actions to closure.
Risk Management and Controls Assurance
The Company's approach to risk management is in line with ekaterra's global risk management standards. The Internal Audit Department carries out audits to satisfy themselves on the integrity of financial information. It also performs regular checks to ensure financial controls and systems of risk management are robust and defensible. In collaboration with the Finance Department, the top internal and external risks are ranked based on their likelihood of occurrence and their impact to the business. The respective responsible officers are then tasked with ensuring that robust risk-mitigation controls are in place.
