Board Diversity And Inclusion Policy

Statement

At Kakuzi PLC (the “Company”), we are committed to excellence, innovation and the sustainable growth of  our products,  company and our people. Our success is driven by our dedication to fostering a culture of inclusivity, integrity and forward-thinking leadership. In line with these core values, recognising the evolving landscape of corporate governance, international best practice and pursuant to paragraph 2.1.5. of the Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015, we  have developed our  Board Diversity and Inclusion Policy (the “Policy”).

Diversity in corporate governance refers to the intentional inclusion and representation of individuals with varied backgrounds, experiences, skills and perspectives within a company's Board of Directors, transcending traditional demographics. This inclusivity promotes better decision-making, fosters innovation and aligns companies with the diverse markets they serve. A Board of Directors is considered diverse when its members possess a wide array of skills together with commercial and industry experience, which  are drawn from diverse geographical backgrounds; and have a rich tapestry of knowledge, culture, age, race, gender and other distinguishing characteristics.

This Policy sets out our unequivocal commitment to diversity within the Board of Directors of Kakuzi PLC (the “Board”). The Board acknowledges that diversity is not only a moral imperative, it is  also a strategic advantage. Our commitment to diversity and inclusion extends beyond mere compliance with legal requirements; it is a fundamental aspect of our corporate identity. We believe that diverse perspectives, experiences and backgrounds enrich decision-making, enhance corporate performance and better reflect the diverse global communities we serve. The Board embraces the benefits of diversity and inclusion.

Our dedication to diversity and inclusion at the highest levels of leadership is underpinned by the following key principles:

• Equal opportunity: Our Company is dedicated to providing equal opportunity to all individuals, regardless of their race, gender, ethnic or social origin, colour, age, culture or any other characteristic protected by law.
• Inclusivity: Our Company recognises that diversity and inclusion go beyond surface-level attributes. Our commitment extends to fostering an inclusive culture where Directors are empowered to contribute their unique perspectives, experience and viewpoints. We will actively work to eliminate any barriers that hinder the full participation of all Directors in Board activities.
• Representation: Our Company acknowledges the importance of Board diversity in reflecting the diverse nature of our customers, stakeholders and global markets. We aspire to have a Board that is representative of the communities and international environments in which we operate, thereby promoting a deeper understanding of our stakeholders needs and the wider demands that our Company must meet.
• Continuous improvement: The Company understands that achieving diversity and inclusion is an ongoing process. We are committed to setting measurable goals, tracking our progress and adapting our strategies to continuously improve Board diversity. Our Board will regularly assess its composition and take necessary action to enhance diversity and inclusion.
• Accountability: The Company's commitment to Board diversity and inclusion is not just a statement of intent, but a matter of accountability. The Board of Directors is responsible for the implementation of this Policy and for reporting its progress to our shareholders and stakeholders.

The Board pledges to leverage its size, diversity and demographics to enhance its effectiveness. To this end, the composition of the Board will take into account one’s academic qualifications, technical expertise, relevant industrial knowledge, experience, nationality, culture, geographical background, age, race, gender and other distinguishing characteristics.

This Policy sets out the Board’s approach to diversity and inclusion.

Scope of Application

This Policy exclusively pertains to the composition of the Board and does not extend to diversity and inclusion in relation to the employees of the Company; save for executive directors. Employees of the Company are generally governed by the Human Resource Policy.

This Policy is intended to guide the selection, nomination and appointment of directors, as well as the ongoing efforts to maintain a diverse and inclusive Board.

Definitions

Board refers to the Board of Directors of the Company.

Committee refers to the Nomination and Remuneration Committee of the Company.

Company refers to Kakuzi PLC, a public limited company registered in Kenya.

Policy refers to this Board Diversity and Inclusion Policy.

Objectives Of This Policy

The objectives of this Policy are as follows:

• to actively seek and appoint directors from diverse backgrounds, including race,  gender, ethnic or social origin, colour or age and with different skills.
• to ensure that the composition of the Board reflects the diversity of our workforce and  stakeholders.
• to provide equal opportunities for all qualified individuals to serve on the Board, without discrimination or bias.
• to promote an inclusive Board culture that values and leverages diversity and inclusion to make informed decisions, drive innovation and enhance long-term shareholder value.
• to periodically review and assess the effectiveness of diversity initiatives and adjust our approach as needed to achieve our diversity goals.

Roles and Responsibilities

The Board shall be responsible for:

• undertaking annual evaluations and subsequently disseminating reports to the shareholders of the Company, pertaining to its diversity and diversity initiatives, along with any advancements achieved in this respect; and
• developing measurable metrics and targets to track progress towards achieving diversity and inclusivity goals.

The Nomination and Remuneration Committee (the “Committee”), as mandated by the Board shall be responsible for:

• advising the Board on the implementation of this Policy;
• actively seeking diverse candidates when identifying and evaluating potential director nominees;
• considering candidates based on their potential to contribute to diversity and inclusion in addition to their qualifications, experience, skills and commitment to the Company's mission and values;
• developing a diverse shortlist of candidates aspiring to join the Board; and
• making recommendations that comply with this Policy in the appointment of new directors to the Board.

Procedure

The Committee shall on a regular basis, discuss and make determinations on proposed objectives (if any) which would enhance diversity and inclusion within the Board. Their discussions will be guided by the following considerations:

• In reviewing the Board’s composition, the Committee will consider the benefits of all aspects of diversity and inclusion, specifically including, appropriate balance of skills, experience, independence and diversity of the Board, including relevant industrial knowledge, race, gender, ethnic or social origin, colour, age, conscience, culture and language.
• In identifying suitable candidates for appointment to the Board, the Committee will consider candidates on merit against an objective criteria and with due regard to the potential of the candidate to contribute to the diversity of the Board. As part of the performance evaluation of the effectiveness of the Board, Board Committees and individual Directors, the Committee will consider the balance of relevant industrial knowledge and experience, independence and knowledge of the Company and the diversity of the Board, assessing how the Board works together as a unit, and other factors relevant to its effectiveness. The Committee will also review and suggest training plans for Directors that will mainstream diversity, inclusion and enhance their sensitivity to the diverse classes of individuals, who comprise the Board.

Monitoring And Reporting

The  Committee will report annually, or more frequently if necessary to the Board on its findings and recommendations,  the process it has followed in relation to Board appointments and the consideration it has given to promote diversity and inclusion within the Board.

The Board will make specific disclosures in line with best practice in the annual report with regard to its composition, including whether it is satisfied that its composition reflects the appropriate mix of knowledge, skill, experience, diversity and independence.

Related Documents

This Policy may be read in conjunction with the following:

• Board Charter
• Nominations and Remuneration Committee Charter
• Board Succession Policy
• Companies Act, 2015
• The Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015
• Memorandum and Articles of Association of the Company
• G20/Organisation for Economic Co-operation and Development, Principles of Corporate Governance
• United Nations Conference on Trade and Development, Guidance on Good Practices in Corporate Governance Disclosure
• ISO 37000:2021 on Governance of Organisations – Guidance