Governance Audits and Board Evaluations in Kenya
Corporate Governance
Governance in Kenya has moved from aspiration to obligation. Listed companies account to the Capital Markets Authority against its code of corporate governance, regulated institutions answer to their sector regulators, state corporations are measured against Mwongozo, and the directors of every company carry duties under the Companies Act that are increasingly litigated rather than lectured about. A governance audit tells a board, independently and in writing, where it stands against what binds it, and a board evaluation tells the directors how the board itself is working. We conduct both as legal engagements, which is what they are, an assessment against legal instruments, carrying the protections of legal advice.
What we do
A governance audit reviews the company’s structures and practice against the instruments that apply to it, the constitution and board charters, committee structures and their mandates, board composition and independence, the flow of information to directors, conflicts and related party dealings, compliance and risk oversight, and disclosure. It ends in a written report a board can table, findings, the gap against each requirement, and a remediation plan in priority order. A board evaluation assesses the board and its committees as working bodies, through structured instruments and confidential director interviews, and reports to the chair in a form that improves the board rather than embarrasses it. From either exercise, we implement, revised charters and policies, induction and director training, and the governance frameworks a growing company needs before its regulator or its investors ask for them.
Who this serves
Listed companies and issuers meeting the Authority’s requirements, banks, insurers and fund managers answering to their regulators, state corporations and their boards, family companies formalising as they grow or take in investors, and boards facing a transaction, an investor’s due diligence or a dispute in which their governance is about to be read by strangers.
Talk to us
To instruct us or ask a preliminary question, write to info@pmlaw.co.ke, call or WhatsApp +254 714 644 080, or use the contact page. We respond within one business day.
Frequently Asked Questions
Is a governance audit mandatory in Kenya?
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For some, yes, listed companies report against the CMA’s code and several regulators expect periodic governance review, and for state corporations Mwongozo applies. For everyone else it is the exercise that finds the problem before the regulator, the investor or the plaintiff does.
How often should a board be evaluated?
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Annually is the standard the codes set, with an externally facilitated evaluation at intervals. An external evaluation surfaces what internal ones cannot, because directors say to independent counsel what they will not put on a form circulated by management.
What do we receive at the end?
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A written report, the position against each applicable requirement, prioritised recommendations, and, where you instruct us further, the redrafted charters, policies and training that close the gaps. Findings, not generalities.
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