Africa's Foremost
Investment
Channel
The Board of directors (“the Board”) is the core of Centum’s system of
corporate governance and is ultimately accountable and responsible for
the performance and affairs of Centum.
The Board
The Board specifically exercises leadership, enterprise, integrity and judgement in directing Centum so as to achieve continuing prosperity for its shareholders. The Board shall at all times act in the best interests of Centum in a manner based on transparency, integrity, accountability and responsibility.
Role and functions of the Board
The Board specifically exercises leadership, enterprise, integrity and judgement in directing Centum so as to achieve continuing prosperity for its shareholders. The Board shall at all times act in the best interests of Centum in a manner based on transparency, integrity, accountability and responsibility.
Committees of the Board
The Board has delegated certain functions to committees with approved formal terms of reference which are reviewed yearly without abdicating its ultimate responsibility. The terms of reference clearly identify matters reserved for the Board and Committees for decisions. The membership and Chairmanship of these Committees is regularly reviewed by the Board who are responsible for filling any vacancies. The Board is cognizant that members collectively have sufficient qualifications and experience to fulfill the duties of the respective Committee. The elected Chairman appraises the full Board of their activities on a quarterly basis through oral and/or written reports. The Chairman of the committees participates in setting and agreeing the Agenda for meetings.
Membership
The Audit Committee consists of five non-executive directors, the majority of whom qualify are independent non-executive directors. The Chief Executive, the Chief Finance Officer, the Head of Internal Audit and the lead audit partner in charge of the internal and external audit are in attendance at meetings.
The Chairperson of the Audit Committee is an independent Non-Executive Director.
Mandate
The role of the Board of Directors in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control, the audit process, and the Company's process for monitoring compliance with laws and regulations.
Responsibilities
The primary responsibilities of this Committee are to;
- Provide oversight and integrity of the Company’s financial reporting.
- Gauge the independence, qualifications and performance of an external auditor.
- Provide oversight in relation to the Company’s internal audit functions.
- To provide oversight on non-financial audit processes (Governance Audit and Environmental Social and Governance (ESG) Audit).
- Review the effectiveness of the internal audit function.
- Consider the effectiveness of the Company’s internal control systems.
- Review updates from management and external counsel on compliance matters affecting the Company.
Membership
The Risk Committee consists of five non-executive directors, the majority of whom qualify are independent non-executive directors. The Chief Executive Office, the Head of Risk, the Head of Tax and the Company Secretary in attendance.
The Chairperson of the Risk Committee is an independent Non-Executive Director.
Mandate
The role of the Risk is to assist the Board in discharging its duties relating to corporate accountability and associated risks in terms of management, assurance and reporting for the Company and major subsidiary undertakings that do not have individual risk committees.
Responsibilities
The primary responsibilities of this Committee are to;
- Review of the Company’s statement on internal control systems prior to endorsement by the Board.
- To consider and recommend to the Board the Company’s risk appetite.
- Commission, receive and consider reports on key financial and operational risk issues.
Membership
The Nomination and Governance Committee (NGC) consists of five directors who are all non-executive directors.
Mandate
The role of the NGC is to develop and implement policies with respect to both the strategic priorities of the Board and human resources on matters of governance.
Responsibilities
The primary responsibilities of this Committee are to;
- Provide oversight in the development and monitoring of governance-related policies as may be determined by the Board.
- Consider the competencies and skills of the Board as a whole.
- Develop and recommend to the Board a succession plan for the Board and senior management that is responsive to the needs of the Company and shareholders.
- Review and approval of the structure of staff remuneration and incentive plans.
- Advising the Board on staffing issues for senior management.
Membership
The Finance and Investment Committee (FIC) is made up of seven directors and includes the executive director in addition to non-executive directors.
Mandate
The key role of the Finance and Investment Committee is to provide leadership in the Group’s financial and investment activities overseeing the achievement of attractive returns on the investments.
Responsibilities
- Development of Investment objectives, investment guidelines and performance measurement standards.
- To review and evaluate investment results in the context of established standards of performance and adherence to the investment guidelines.
- To provide leadership in the achievement of attractive returns on the Group’s investment and clear guidelines on investment policies that a consistent and structured, research based and risk sensitive approach to value investing.
- To review the Company’s detailed strategic investment plans and to recommend them to the Board for approval.
- To provide advice to the Board on proposals for the investment in and divestment from enterprises and projects in line with the Company’s strategy.
- To monitor and evaluate the performance of the Company’s investments against budget.
