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To Be the Media of Africa for Africa 2015 ANNUAL REPORT & FINANCIAL STATEMENTS 2015 & FINANCIAL STATEMENTS ANNUAL REPORT OUR ANNUAL REPORT AND FINANCIAL STATEMENTS VISION To be the Media of Africa for Africa 2015 http://www.nationmedia.com The Nation Media Group is the largest independent media house in East and Central Africa with operations in print, broadcast and digital media, which attract and serve unparalleled audiences in Kenya, Uganda, Tanzania and Rwanda. Copyright © 2016 Nation Media Group Limited All rights reserved. No part of this publication may be reproduced, stored in a retrivial system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the permission of the copyright holder. Head Office P.O. Box 49010 Tel. +254 20 3288000 Nation Centre 00100, GPO +254 20 221101 Kimathi Street Nairobi, Kenya www.nationmedia.com Browse, download or print our annual report at View our 2015 results presentation at http://www.nationmedia.com/2015 annualreport.pdf http://www.nationmedia.com/docs/2015_Results_Investor_Briefing.pdf Our Brands Commissioning of the Printing Press by His Highness the Aga Khan on March 17th, 2016, in the presence of Cabinet Secretary of ICT Mr. Joe Mucheru, Governor of Machakos County, Dr. Alfred Mutua, Chairman Dr. Kiboro and GCEO, Joe Muganda. NATION MEDIA GROUP ANNUAL REPORT & FINANCIAL STATEMENTS 2015 3 Content Highlights Business Review Notice of Annual Corporate Social PG 05 General Meeting PG 24 Responsibility IIani ya Mkutano Mkuu wa Mwaka PG 06 Human Resources PG 30 Corporate Board of PG 08 Governance PG 34 Directors Chairman’s Halmashauri ya Statement PG 10 Wakurugenzi PG 34 Taarifa ya Board of PG 14 Mwenyekiti PG 38 Directors’ Profiles Group Chief Directors’ Report Executive PG 18 PG 42 Officer’s Report Ripoti ya Ripoti ya PG 43 Wakurugenzi PG 21 Afisa Mkuu Executive Team PG 44 Statement of Directors’ PG 46 Responsibilities Financial Statements Report of the Independent PG 47 Auditor Financial Statements PG 48 Notes to Financial PG 54 Statements Five Year Financial Summary PG 85 Principal Shareholders and Distribution of PG 86 Shareholding 31 December 2015 Proxy Form PG 87 PG 88 Fomu ya Uwakilishi NATION MEDIA GROUP 4 ANNUAL REPORT & FINANCIAL STATEMENTS 2015 Notice of Annual General Meeting Notice is hereby given that the Fifty- Third Annual General Meeting of the Shareholders of Nation Media Group Limited will be held in the Amphitheatre at the Kenyatta International Convention Centre, Nairobi on Friday 24 June 2016 at 2.00 p.m. for the following purposes: Ordinary Business (4) Ms. N. Karago retires and does not offer herself for re-election. 1. To receive the financial statements for the year ended 31st December 2015, and the chairman’s, Special Business directors’ and auditors’ reports thereon. To consider and, if thought fit, to pass the following 2. To confirm the payment of the interim dividend resolutions as Special Resolutions. of Shs.2.50 per share (100%) and to approve the payment of the final dividend of Shs.7.50 per 5. “That Dr. W. Kiboro, a director who retires in share (300%) on the ordinary share capital in accordance with Article 101 of the Company’s respect of the year ended 31 December 2015. Articles of Association and who is over the age of 70 years, shall notwithstanding that fact, be 3. To confirm that PricewaterhouseCoopers continue re-elected as a director of the Company for a in office as the Company’s Auditors in accordance period of one year.” with Section 723(b) of the Companies Act [2015] Laws of Kenya and to authorize the directors to fix 6. “That Prof. L. Huebner, a director who retires in their remuneration. accordance with Article 101 of the Company’s Articles of Association and who is over the age 4. To elect and re-elect the following directors: of 70 years, shall not withstanding that fact, be re-elected as a director of the Company for a (1) In accordance with Article 96 of the Company’s period of one year.” Articles of Association, Mr. J. Muganda, a director appointed on 1st July 2015, retires and being 7. “That Mr. G. Wilkinson, a director who retires in eligible offers himself for election. accordance with Article 101 of the Company’s Articles of Association and who is over the age (2) In accordance with Article 110 of the Company’s of 70 years, shall not withstanding that fact, be Articles of Association, Mr. D.Aluanga, re-elected as a director of the Company for a Dr. S. Kagugube and Mr. S. Gitagama, retire by period of one year.” rotation and being eligible, offer themselves for re-election. By order of the Board (3) In accordance with the provisions of Section J C Kinyua 760 of the Companies Act 2015, the following Secretary Directors being members of the Board Finance and Audit Committee be elected to continue to 18 March 2016 serve as members of the said Committee: i. Mr. Dennis Aluanga Note: ii. Mr. Anwar Poonwala A member entitled to attend and vote may appoint a iii. Dr. Simon Kagugube proxy to attend and vote on his behalf. Such proxy iv. Mr. Leonard Mususa need not be a member of the Company. To be valid, proxy forms must be deposited at the Company’s registered office not less than 48 hours before the appointed time of the meeting. NATION MEDIA GROUP ANNUAL REPORT & FINANCIAL STATEMENTS 2015 5 Illani Ya Mkutano Mkuu Wa Mwaka Ilani inatolewa hapa kwamba Mkutano wa Hamsini na Tatu wa kila mwaka kwa Wenyehisa wa Nation Media Group Limited utafanywa katika Ampitheatre ndani ya Jumba la Mikutano ya Kimataifa la KICC, Nairobi namo Ijumaa, Juni 24 saa nane mchana kwa ajenda zifuatazo: Shughuli za Kawaida (4) Bi. N. Karago anastaafu na hajajitokeza kutaka 1. Kupokea taarifa kuhusu fedha za mwaka kuchaguliwa tena. uliomalizika Disemba 31, 2015, na baadaye ripoti za mwenyekiti, wakurugenzi na mkaguzi Shughuli Maalum wa fedha. Kuzingatia na, ikionekana yafaa, wenyehisa 2. Kuthibitisha kulipwa kwa mgao wa muda wa wapitishe maazimio yafuatayo kama Maazimio Shs.2.50 kwa kila hisa (100%) na kuidhinisha Maalum. kulipwa kwa mgao wa mwisho wa Shs 7.50 kwa kila hisa (300%) kwa hisa za kawaida za mtaji 5. “Kwamba Dkt. W. Kiboro, ambaye ni mkurugenzi katika mwaka uliokamilika Disemba 31, 2015. anayestaafu kwa mujibu wa Kifungu cha 101 cha Uundaji Kampuni, na aliye na umri wa zaidi 3. Kuthibitisha kwamba kampuni ya ya miaka 70, bila kuzingatia hayo, achaguliwe PricewaterhouseCoopers itaendelea kuhudumu tena kama Mkurugenzi wa Kampuni kwa kipindi www.monitor.co.ug kama mkaguzi wa mahesabu ya fedha ya cha mwaka mmoja.” www.thecitizen.co.tz www.mwananchi.co.tz Kampuni kwa mujibu wa Sehemu ya 723(b) www.ntv.co.ke ya Companies Act [2015] Sheria za Kenya 6. “Kwamba Prof. L. Huebner, ambaye ni na kuwaidhisha Wakurugenzi kuwatengea mkurugenzi anayestaafu kwa mujibu wa Kifungu malipo yao. cha 101 cha Uundaji Kampuni, na aliye na umri wa zaidi ya miaka 70, bila kuzingatia hayo, 4. Kuchagua na kuwachagua tena wakurugenzi achaguliwe tena kama Mkurugenzi wa Kampuni wafuatao: kwa kipindi cha mwaka mmoja.” (1) Kwa mujibu wa kifungu cha 96 cha Uundaji 7. “Kwamba Bw. G. Wilkinson, ambaye ni Kampuni, Bw. J. Muganda, ambaye ni mkurugenzi mkurugenzi anayestaafu kwa mujibu wa Kifungu aliyeteuliwa Julai 1, 2015, anastaafu na kwa cha 101 cha Uundaji Kampuni, na aliye na kuwa anaruhusiwa kuwania tena, anajitokeza umri wa zaidi ya miaka 70, bila kuzingatia hayo, kutaka achaguliwe. achaguliwe tena kama Mkurugenzi wa Kampuni kwa kipindi cha mwaka mmoja.” (2) Kwa mujibu wa kifungu cha 110 cha Uundaji Kampuni, Bw. D.Aluanga, Dkt. S. Kagugube na Kwa amri la Bodi Bw. S. Gitagama, wanastaafu kwa mzunguko na J C Kinyua kwa vile wanaruhusiwa kuwania tena, wanajitokeza Katibu kutaka wachaguliwe. 18 Machi 2016 (3) Kwa mujibu wa kanuni za Sehemu ya 760 ya Sheria ya Kampuni (Companies Act 2015), Wakurugenzi Tambua: wafuatao, wakiwa wanachama wa Bodi ya Fedha Mwanachama anayeruhusiwa kuhudhuria na kupiga na Kamati ya Ukaguzi, wachaguliwe kuendelea kura anaweza kumteua mtu wa kumwakilisha na kuhudumu kama wanachama wa kamati hiyo. kupiga kura kwa niaba yake. Mwakilishi huyo si i. Bw. Dennis Aluanga lazima awe mwanachama wa Kampuni. Hata hivyo, ii. Bw. Anwar Poonwala ili kutambuliwa, ni sharti mwakilishi huyo ajaze fomu iii. Dkt. Simon Kagugube na kuziwasilisha kwenye Ofisi zinazotambuliwa za iv. Bw. Leonard Mususa Kampuni saa 48 kabla ya muda wa mkutano. NATION MEDIA GROUP 6 ANNUAL REPORT & FINANCIAL STATEMENTS 2015 www.monitor.co.ug www.thecitizen.co.tz www.mwananchi.co.tz www.ntv.co.ke NATION MEDIA GROUP ANNUAL REPORT & FINANCIAL STATEMENTS 2015 7 Corporate Governance The Company is committed to upholding the best international standards of good corporate governance. The role of the Board is to determine the Company’s Dr. Y. Jetha, Mr. R. Dowden, Mr. J. Muganda, policies and strategies, to monitor the attainment Mr. S. Gitagama, Ms. N. Karago and Mr. J. of the business objectives and to ensure that the Montgomery as members. Company meets its obligations to the shareholders. The directors are also responsible for overseeing the 4. Editorial Committee, which considers Group’s internal control systems. These controls are and advises on the Group’s editorial policy, designed both to safeguard the Group’s assets and the journalistic code of ethics and addresses to ensure the reliability of the financial information legal responsibilities and which meets quarterly used within the business. in each year or as often as necessary. Read Mr. F. O. Okello chairs the committee which The Board has the following standing Board has Mr. D. Aluanga, Prof. O. Mugenda, Committees: Mr. R. Dowden, Mr. J. Muganda and Mr. T. Mshindi as members.
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