1. Seminar for Certified Secretaries Working in State Corporations and County Governments Imperial Hotel Kisumu 13 – 15 April 2016 Session Facilitator: CS Salome Kwamboka Onyonka, Email: salome.onyonka@gmail.com, Tel: 0726 767 296salome.onyonka@gmail.com 1

2. Objectives of the Session The session aims to give an overview of; Board induction Board evaluation Boards continuous skills development Compliance management Effective meeting Management 2

3. BOARD INDUCTION On appointment, Board Members should be inducted into their roles and responsibilities Board members should be provided with a structured and practical orientation to the policies and activities of the organization Board members should receive briefings on matters relevant to the business of the organization and changes in laws and regulations 3

4. Board Induction: Purpose An induction program is a structured way of providing new board members with all the information and support they need to be confident and productive in their role. It helps new members to understand the organisation, the environment in which it operates, and their role in making the organisation a success. 4

5. Contents of an Induction Program It can last for between a few months and a year, depending on scale and complexity of the organisation. It will involve: Welcoming the new board member and introducing them to the board team and other key personnel, including the CEO and executive directors An introduction to the strategic plan and financial position of the organisation An introduction to the governance arrangements which are in place Meeting with key stakeholders where relevant Regular reviews with the chair to check understanding, identify issues and encourage development 5

6. Steps in developing an Induction Program Plan should be in place before the new board member begins as this presents a professional image of the organisation, and is very reassuring for the new member. An induction pack, which contains all the key documents required by board members, should be produced. The Chairperson and the Secretary should work through the induction pack with all new board members. The induction should be used to introduce board members to the culture of the organisation and their role and responsibilities as a board member. It may also involve identifying training and development needs to ensure the board member can contribute effectively to the organisation. 6

7. Continuous skills development Board members should continuously assess their competence A development program to address any gaps relative to their roles and responsibilities in corporate governance should be put in place A competence needs assessment is carried out and an annual development program for board members is put in place Continuous briefings should be given on changes in laws and regulations 7

8. BOARD EVALUATION Board Evaluation is central to good corporate governance. Boards should conduct periodic evaluation to ensure that they carry out their responsibilities efficiently and effectively The Board should undertake an annual evaluation of its performance The evaluation should cover the Board as a whole, its committees, individual Board members, the Chairperson, the Chief Executive Officer and the Corporation Secretary 8

9. BOARD EVALUATION The Annual evaluation should be facilitated by an independent governance specialist The annual evaluation should result in a report with recommendations for implementation The re-appointment for a subsequent term of any board member should be based on a favorable evaluation 9

10. COMPLIANCE MANAGEMENT The Board should; Ensure compliance with all applicable laws, rules, regulations and codes Ensure that laws, regulations and rules applicable to the organization are identified, documented and observed Ensure internal controls promote compliance with applicable laws, rules, regulations and standards Ensure a there is a compliance strategy and policy in place The Board should disclose; The extent of compliance with Laws, Regulations and Standards Material departure from compliance, the cause of non-compliance and the measures to address the same 10

11. EFFECTIVE MEETING MANAGEMENT 11

12. 12