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THE KENYA GAZETTE Published by Authority of the Republic of Kenya (Registered As a Newspaper at the G.P.O.)

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THE KENYA GAZETTE Published by Authority of the Republic of Kenya (Registered As a Newspaper at the G.P.O.) SPECIAL ISSUE THE KENYA GAZETTE Published by Authority of the Republic of Kenya (Registered as a Newspaper at the G.P.O.) Vol. CXVII—No. 104 NAIROBI, 30th September, 2015 Price Sh. 60 GAZETTE NOTICE NO. 7240 THE CENTRAL BANK OF KENYA ANNUAL REPORT AND FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE, 2015 Board of Directors Mr. Mohammed Nyaoga Chairman—Appointed on 19th June, 2015 Dr. Patrick Njoroge Governor—Appointed on 19th June, 2015 Dr. Kamau Thugge Principal Secretary, the National Treasury Dr. Mbui Wagacha Interim Chairperson—Retired on 13th March, 2015 Prof. Njuguna Ndung’u Governor—Retired on 4th March, 2015 Prof. William Ogara Retired on 13th March, 2015 Ms. Vivienne Apopo Retired on 13th March, 2015 Dr. Florence Muindi Retired on 31st May, 2015 Mr. John Msafiri Retired on 31st May, 2015 Senior Management Dr. Patrick Njoroge Governor—Appointed on 19th June, 2015 Dr. Haron Sirima Deputy Governor Ms. Sheila M’Mbijjewe Deputy Governor—Appointed on 19th June, 2015 Mr. Kennedy Abuga Director—Governors’ Office and Board Secretary Ms. Rose Detho Director—Strategic Management Department Mr. William Nyagaka Director—Internal Audit Department Mr. Charles Koori Director—Research Department Mr. Peter Rotich Director—Finance and ICT Department Mr. Mark Lesiit Director—Banking, National Payments and Risk Management Department Prof. Kinandu Muragu Executive Director—Kenya School of Monetary Studies Mr. Gerald Nyaoma Director – Bank Supervision Department—Appointed on 12th August, 2015 Mr. Paul Wanyagi Acting Director—Currency Operations and Branch Administration Department Eng. Erastus Miriti Acting Director—Department of Procurement, Logistics and Supplies—Appointed on 3rd February, 2015 Mr. John Birech Acting Director—Financial Markets Department—Appointed on 12th August 2015 Ms. Teresia Ng’ang’a Acting Director—Human Resource and Administration Department—Appointed on 21st September, 2015 Prof. Njuguna Ndung’u Governor—Retired on 4th March, 2015 Mr. Cassian Nyanjwa Director—Department of Procurement, Logistics and Supplies—Retired on 31st December, 2014 Mr. Fredrick Pere Director—Bank Supervision Department—Deceased on 23rd July, 2015 Mr. Gerald Nyaoma Director—Financial Markets Department—up to 12th August, 2015 Ms. Mary Waceke Director—Human Resource and Administration Department—up to 21st September, 2015 Registered office and principal place of business Central Bank of Kenya Building Haile Selassie Avenue P.O. Box 60000–00200, Nairobi, Kenya Tel.(+254) (02) 2860000 [2297 2:362298 PM THE KENYA GAZETTE 30th September, 2015 Branches Mombasa Branch Kisumu Branch Eldoret Branch Central Bank of Kenya Building Central Bank of Kenya Building Kiptagich House Nkurumah Road Jomo Kenyatta Highway Uganda Road P.O. Box 86372 P.O. Box 4 P.O. Box 2710 80100 Mombasa 40100 Kisumu 30100 Eldoret Currency Centres Nyeri Currency Centre Meru Currency Centre Nakuru Currency Centre Kenya Commercial Bank Building Co-operative Bank Building Central Bank of Kenya Building Kenyatta Street Njuri Ncheke Street George Morara Street P.O. Box 840 P.O. Box 2171 P.O. Box 14094 10100 Nyeri 60200 Meru 20100 Nakuru Subsidiary Kenya School of Monetary Studies Off Thika Road Mathare North Road P.O. Box 65041 00618 Nairobi Main Lawyers Oraro and Co. Advocates ACK Garden House 1st Ngong Avenue P.O. Box 51236 00200 Nairobi Auditor The Auditor General Kenya National Audit Office Anniversary Towers P.O. Box 30084–00100, Nairobi Delegated/Authorised Auditor: PricewaterhouseCoopers Certified Public Accountants PwC Tower, Waiyaki Way / Chiromo Road, Westlands P.O. Box 43963–00100, Nairobi 1. Statement of Corporate Governance The Central Bank of Kenya (the “Bank”/“CBK”) is wholly owned by the Government of Kenya. The Bank is established by and derives its authority and accountability from Article 231 of the Constitution of Kenya. The Bank is committed to maintaining the highest standards of integrity, professionalism and business ethics in all its operations. 1.1. Board of Directors The Central Bank of Kenya Act (the “Act”) provides that the Board of Directors (the “Board”) shall be composed of a Chairperson, a Governor, the Principal Secretary to the National Treasury who is a non-voting member and five Non-Executive Directors. Previously, all the Board members were appointed directly by the President of the Republic of Kenya, (the “President”) without an intermediate vetting process. With effect from 2nd May, 2012, however, the Act was amended and now requires that the President appoints the Governor after the conduct of a competitive process and following the approval of Parliament. The proposed procedure for appointing the Chairperson, although not yet enacted, is intended to be similar to the appointment procedure applicable to the Governor. Other than the Principal Secretary to the National Treasury who is an ex-officio member, all the Non-Executive Directors of the Board are appointed by the President with the approval of Parliament. All the Board members are appointed for terms of four years each and are eligible for reappointment provided that no Board Member holds office for more than two terms. The Chairman of the Board of Directors, Mr Mohammed Nyaoga, was appointed on 19th June, 2015 through a competitive recruitment process. The independent Non-Executive Board members are yet to be appointed to replace the retired members. All the Non-Executive Directors are independent of management and free from any business or other relationship, which could interfere with the exercise of their independent judgement. The Board meets once every two months and has a formal schedule of agenda items due for deliberations. The Directors are given appropriate and timely information to enable them provide and maintain full and effective direction and control over strategic, financial and operational issues of the Bank. The Board is not involved in the conduct of day-to-day business as this is the responsibility given to the Governor by the Act. It however, retains responsibility for determining the policies of the Bank. The Members of the Board (all Kenyans) in the year ended 30 June, 2015 and their attendance of the 6 meetings held in the year were as follows: No Name Position Discipline Date of appointment / Retirement Meetings attended 1 Mr. Mohammed Nyaoga Chairman Lawyer Appointed—19th June, 2015 – 2 Dr. Patrick Njoroge Governor Economist Appointed—19th June, 2015 – 3 Principal Secretary/ National Executive Officer Economist Permanent (Ex-Officio) 5 Treasury 4 Dr. Mbui Wagacha Interim Chairperson Economist Retired—13th March, 2015 6 5 Prof. Njuguna Ndungu Governor Economist Retired—4th March, 2015 6 6 Prof. William Ogara Member Professional Accountant Retired—13th March, 2015 6 7 Mr. John Msafari Member Business Management Retired—31st May, 2015 6 8 Ms. Vivienne Apopo Member Lawyer and Banker Retired—13th March, 2015 4 9 Dr. Florence Muindi Member Human Resource Retired—31st May, 2015 6 30th September, 2015 THE KENYA GAZETTE 2299 The remuneration paid to the Directors for services rendered during the financial year 2014/2015 is disclosed in Note 27 to the financial statements. The Non-Executive Directors are paid a monthly retainer fee and a sitting allowance for every meeting attended. There were no loans to Non- Executive Directors during the year while Executive Directors are paid a monthly salary and are eligible for staff loans. 1.2. Secretary to the Board The Board Secretary provides technical, secretarial and logistical support to the Board and facilitates efficient interface between policy making and policy implementation. The Board Secretary also advises the Board on corporate governance and legal matters. In conjunction with the Chairman, the Board Secretary ensures good and timely information flow among the Board members, the Board Committees and Management. All members of the Board and Management have access to the Board Secretariat services. 1.3 Audit Committee The members of the Audit Committee in the year ended 30 June 2015 were Dr William Otiende Ogara (Chairman), Mr. John Gerin Msafari, Ms. Florence Muindi and Ms. Vivienne Yeda Apopo. The members are all Non-Executive Directors having experience in Accounting, Auditing, Economics, Banking, Financial and Business Management, Human Resource Management and Legal matters. The Committee met once every two months and as necessary. The Terms of Reference of the Audit Committee cover five major areas, namely, Internal Control, Financial Reporting, Risk Management, Internal Audit and External Audit. The Audit Committee’s mandate under Internal Control covers evaluation of control culture and in particular, the adequacy of the internal control systems and compliance with International Financial Reporting Standards in preparation and reporting of financial statements; the overall effectiveness of the internal control and risk management frameworks; and review of the effectiveness of the system for monitoring compliance with laws and regulations. The mandate relating to Financial Reporting requires the Audit Committee to review significant accounting and reporting issues and their impact on financial reports and ensure current financial risk areas are being managed appropriately. The Audit Committee also ensures the adequacy of the Financial Reporting process and reviews the Bank’s monthly management accounts and annual financial statements before approval by the Board and release. With regard to External Audit, the Audit Committee reviews the appointed external auditor’s proposed audit scope, approach and audit
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