In every company, the Board of Directors is the single most significant organ in matters relating to corporate governance. Comprising qualified and competent people, the Board of Directors is entrusted with the vital duty of impartially and independently exercising judgment on behalf of the company, steering the development of the company's strategic direction and supervising its managerial operations.
Recognising that changes to its Board are inevitable, Kakuzi PLC (the “Company”), has developed this Board Succession Policy (the “Policy”) to provide continuity in leadership and avoid extended and costly vacancies in key positions in the event of permanent, programmed and unforeseen exit, by any of the Directors of the Board. Board succession planning is an essential component to the survival and growth of any business. It ensures that there is retention of institutional memory and eases the induction of new Board members. Board succession planning is an interactive process that takes into account the Company’s evolving business structure and the changing governance landscape.
The Board of Directors of Kakuzi PLC (the “Board”) has the responsibility of ensuring that effective processes are in place, to provide continuity to the Board having due regard to its mix of diversity, independence, skills and expertise.
This Policy is rooted in the following principles:
Merit-based selection with due regard to diversity: We are committed to selecting Directors based on their qualification, skills, expertise and experience, while ensuring that the Board composition is diverse, inclusive and aligned with the strategic needs of the Company.
Long-term perspective: We recognise the importance of balancing continuity and fresh perspectives on the Board. Our succession planning process is designed to align Board composition with the long-term vision and sustainability goals of the Company.
Transparency and accountability: We believe in maintaining transparent and accountable Board succession practices. This Policy outlines the criteria and procedures for Board nominations and appointments, providing clarity to all stakeholders.
Shareholder engagement: We recognize the need of shareholders to meet their own regulatory, legal and governance obligations in the selection of their nominees to the Board of Directors.
Leadership development: We are committed to cultivating a strong pipeline of future Directors by investing in training, leadership development programs and mentorship initiatives to ensure a seamless transition when Board vacancies arise.
Continuous Improvement: This Policy is a dynamic framework that evolves to address changing market dynamics, regulatory requirements and emerging best governance practices.
This Policy is intended to ensure that the Board succession planning activities are current and consistent with the Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015, the Companies Act 2015 and the Company’s Articles of Association. This Plan also reiterates our commitment to ensure the selection and appointment of highly qualified Directors who can navigate the complexities of our industry, drive innovation and align with our strategic objectives and wider regulatory and governance obligations.
The appointment of Directors shall be done in accordance with Article 26 of the Company’s Articles of Association.
As we embark on this journey of ensuring effective Board succession, we are guided by our core values of integrity, accountability, innovation and sustainability. We firmly believe that a well-structured and forward-thinking Board is essential, to steer our Company towards continued growth, innovation and success in the agricultural industry.
This Policy is subject to the Company’s Articles of Association and seeks to establish a structured framework for the selection and appointment of Directors to the Board to ensure the Company's sustained success, governance effectiveness and compliance with regulatory requirements and the requirements of the Company’s shareholders.
This Policy applies to all Directors serving on the Board. It also governs the selection and appointment process for potential candidates being considered for Board positions.
Board refers to the Board of Directors of the Company.
Committee refers to the Nomination and Remuneration Committee.
Company refers to Kakuzi PLC, a public limited Company registered in Kenya.
Director refers to a member of the Board of the Company.
Policy refers to this Board Succession Policy.
The objective of this Policy shall, inter alia, be:
Annual Review of Board Succession Plans
The Nomination & Remuneration Committee (‘the Committee’) shall on an annual basis review the current Board composition and succession plans, so as to identify any gaps and determine the necessary changes.
This review shall involve assessing potential gaps in skills or expertise within the Board and determining the need for new members or replacements due to reasons such as retirements, resignations or end of tenure.
Following the review, the Committee shall develop a detailed list of actions and recommendations which may involve the recruitment of new Directors to fill vacancies or address skill gaps, and which shall then be presented to the Board for approval.
Approval and Action Plan
Upon receiving Board approval, the Committee shall proceed to implement the outlined actions including the initiation of the recruitment process or any other necessary measures as required.
Candidate Search and Shortlisting
The Committee shall conduct a thorough search for potential candidates both internally and externally. A well-defined and rigorous screening process shall be employed to shortlist the most suitable candidates for further assessments.
Candidate Evaluation and Recommendation
The Committee shall develop a structured framework for evaluating potential candidates based on the report approved by the Board and will be responsible for undertaking comprehensive evaluations of the candidates, interviewing and assessing the shortlisted candidates to determine their alignment with the needs of the Board.
The Committee shall afterwards prepare a detailed recommendation report based on these evaluations and present it to Board Chair Person for consideration and presentation to the wider Board.
Board Decision and Appointment
Following the recommendation of the Committee and Board Chair Person, the Board shall make a determination on the successful candidate.
An announcement on the new appointment shall be made through the appropriate regulatory channels and press release.
Transition Planning and Onboarding
Upon receiving formal letters of appointment, a comprehensive induction plan shall be developed for the new Board Director, including an orientation program and mentorship, to facilitate a smooth integration into the Board.
Development of a Succession Plan
The Committee shall develop and regularly update a succession plan for the Board that incorporates a skills analysis, retirement planning, applicable regulations and guidelines as issued by the Capital Markets Authority and other regulators, and based on international best practice.
While making its recommendations, the Committee shall consult with the chairperson of the Board on all matters pertaining to this Policy; in line with the need to ensure compliance with any regulatory, governance or legal framework of the shareholders, continuous working of the Board and the growth of the Company.
The Board shall:
The Committee shall:
This Policy must be read in conjunction with the following:
The Committee will review the Policy periodically, which review will include an assessment of the effectiveness of the Policy. The Committee will discuss any revisions that may be required and recommend any such revisions to the Board for approval.
Approved by the Board on 20th August 2024
