Governance Report

Board Evaluation Disclosure Report

During the year, the Board of Directors of CDSC Limited discussed its composition, its own performance, and that of its four committees. As with the previous year, this self-assessment was facilitated by an external advisor, contracted through the Institute of Certified Secretaries of Kenya.

The evaluation provided an opportunity for directors to self – evaluate and be evaluated by their peers hence providing an opportunity to identify both the collective skills gaps in the board and individual director weaknesses that require to be addressed.

Items assessed and subsequently discussed by the Board included:

    1. Board effectiveness;
    2. Strategic focus;
    3. Effectiveness of the Committees,
    4. Effectiveness of the Chairman;
    5. Effectiveness of the individual members; and
    6. Performance of the Chief Executive and that of the Company Secretary

The Board concluded that the large majority of these items were assessed positively. Team spirit is considered strong, encouraging mutual trust, open discussion, and clear understanding of each Board member’s role. The board recorded an overall score of 87.54%.

Over the recent past, good steps have been made in further optimizing the balance, both with regard to the functioning of the Board and with regard to the Boards’ mutual relationship with management. Some of the key findings and points for follow-up are:

    • The Board will pay more attention to leadership development and succession planning.
    • The board is very efficient in its advisory role but further improvements will be realized with an enhanced selection process of directors that takes into consideration any deficiencies in the skills of current board members.
    • The effectiveness of the Committees of the Board was good, although there were some scope for optimization. The board will relook at the Terms of Reference of each Committee and identify areas of overlaps, with a view to enhancing oversight.