carolmusyoka consultancy
@carolmusyoka
What are my fiduciary duties as a Director?
- Exercise care, skill and diligence.
- Act in the best interest of the company.
- Avoid conflicts of interest.
- Exercise independent judgment.
- Devote sufficient time to carry out my duties.
- Act in good faith to promote the success of the company.
- Loyalty to the company rather than to the nominating authority.
- Confidentiality.
What are my duties as a Director under the Companies Act?
- Convene a general meeting of the company is requested to by shareholders.
- Lodge financial statements annually with the Registrar of Companies.
- Prepare financial statements each financial year.
- Prepare a Directors’ report.
- Declare interests in a proposed or existing transaction.
- Prepare a Directors’ remuneration report.
- Not to accept benefit from third parties related to my director role.
- Ensure financial statements for subsidiary and group use the same framework.
What are my duties as a Director under the Capital Markets Authority Governance code?
- Undertake an annual board evaluation.
- Establish clear and separate functions for board & management.
- Rotate independent external auditors every 6-9 years.
- Establish an independent internal audit function.
- Establish an effective risk management framework.
- Establish a related party transaction policy.
- Undertake an independent legal and compliance audit bi-annually.
- Develop a whistle blowing policy.
- Establish, review and publicize a board charter.
- Establish a conflict of interest policy.
- Establish a code of ethics.
Core Values of Good Governance
- Transparency: The Board shall disclose information in a manner that enables stakeholders to make an informed analysis of the company’s performance.
- Fairness: The Board shall ensure its decisions and actions are based on fair consideration to the interests of all stakeholder of the company.
- Accountability: The Board must be able to justify its decisions and actions to shareholders and stakeholders who require it to do so.
- Responsibility: The Board shall assume responsibility for the assets and actions of the company and be willing to take corrective actions to keep the company on its strategic path.