CORPORATE GOVERNANCE AND COMPLIANCE TRAINING FOR DIRECTORS AND SENIOR MANAGEMENT

KHANNA ANJARWALLA &

IS THE INCREASING FOCUS BY COURTS AND REGULATORS ON CORPORATE GOVERNANCE KEEPING YOU UP AT NIGHT?Increased focus on good corporate governance and directors duties is quickly becoming the norm in Kenya. The pace of legislative change is increasing and regulators are taking a firm line. Personal liability of directors for failures in their organisations is also becoming common. Directors have never in the history of Kenya been more at risk. The Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015 (the Code) is applicable to all public listed companies in Kenya. In recognition of the fact that ‘the fish rots from the head’ the Code focuses heavily on Board requirements and stipulates that for the purposes of development of Board members, Board members are required to secure at least 12 hours of training each year in areas of corporate governance. The Companies Act, 2015 has also introduced a raft of provisions focused on increased transparency and accountability by directors, amongst other things.Anjarwalla & Khanna has put together a concise and practical training pack for directors aimed at bringing directors up to speed on the regulatory changes and key risks. These trainings can be accredited against the 12 hours of mandatory training required for listed companies. We can also provide bespoke training for individual boards.

General Corporate Governance for Listed CompaniesIn light of the Code introduced by the Capital Markets Authority, this training is mandatory for the board of directors of all publicly listed companies in Kenya. Participants who attend this training will receive an overview of the key requirements and changes brought about by the Code and a review of the role of the Board in oversight and governance. The training will include tips on steps that can be taken to increase the effectiveness of the board’s oversight and the use and role of technology in governance.

Anti-bribery and Corruption, Money Laundering and Whistle BlowingThe Bribery Act, 2016 was enacted to aid in the prevention, investigation and punishment of bribery in Kenya, with particular focus on the private sector. It has introduced onerous obligations and heavy sanctions. It is obligatory under the Bribery Act for public and private persons to put in place measures to prevent bribery in their organisations. Participants to this training will learn how to prevent bribery in their businesses including putting into place necessary mechanisms and structures and ensuring that they comply with their obligations under respective anti-bribery and money laundering laws.

Directors’ DutiesThe Companies Act, 2015 now codifies various duties and in doing so, provides clarity on directors’ duties, the role of directors, their effectiveness and what could lead to disqualification. Directors are appointed to promote the success of the company and to preserve, protect and grow the company’s investments as opposed to directors’ personal interests. Under the Insolvency Act, 2015, where a company is performing badly or is in financial difficulty, there is potential for directors to be personally liable for a company’s debts if they do not act appropriately. Participants to this training will learn about the role and duties of directors, compliance with directors’ duties and how to avoid potential personal liability.

Competition Law ComplianceNavigating competition law is getting increasingly complex and critical for companies. The Competition Authority in Kenya has recently increased its focus on enforcement and compliance and a number of new guidelines and proposed regulations have been put in place. This training will take the participants through an overview of the key areas of focus and advise on common pitfalls, do’s and don’ts during an investigation and provide helpful tips to stay on top of this area.

Companies Act TrainingWith 1022 pages, 1026 Sections, 42 Parts and over 70 pages of Regulations, the new Companies Act, 2015 is a legal minefield. In addition, the Companies Act has several new disclosure requirements. Participants to this training will learn about the salient features of the Companies Act in a condensed and practical manner, including new ways of funding businesses (e.g. share buybacks) and accounts and auditing and disclosure requirements in financial reporting.

Tax Awareness for Directors and Senior ManagementThe Kenya Revenue Authority has recently increased focus on investigations and audits on companies in order to enforce compliance. This training will get participants up to speed on the fast changing tax legislations in Kenya, the duties and obligations of senior management and directors in ensuring tax compliance and the options available to a company in the event of a tax audit and assessment.

Offences by Listed CompaniesThere is an increasing clamp down by the Capital Markets Authority on listed companies and in particular on directors. This training will provide a refresher to boards on the laws and rules around insider trading, fraudulent inducement, disclosure obligations, market manipulation, false trading and market rigging amongst others. It is critical that these issues stay at the forefront of a director’s mind when negotiating new deals or agreements. This training is highly recommended for directors and senior management of listed companies on a regular basis.

Managing Conflicts of InterestUnder the Companies Act, 2015 directors are placed with the duty to avoid situations in which they have, or could have, a direct or indirect interest which conflicts with, or might possibly conflict with, the interests of the company. Participants to this training will learn about authorisation of conflicts, dealing with conflict situations and the processes that should be in place for private, single member and group companies in relation to conflicts.

Corporate Governance Training for Banks and Regulated IndustriesThe Prudential Guidelines have detailed and substantial requirements in respect of corporate governance to ensure the proper functioning of the bank and readiness of the banks to absorb shocks in the economy. Similarly, other regulated industries can have specific corporate governance requirements to which they must adhere. Participants to this training will learn about the key compliance requirements and the training will provide an overview of the additional obligations for directors and senior managers in banks, financial institutions and other regulated entities.

Directors’ Induction Training or Bespoke TrainingAs part of the mandatory induction training for new directors, we can provide a succinct and focused training covering a number of the above areas, with particular focus on the rights and obligations for directors. We can also provide bespoke training for boards combining any of the above trainings with any governance requirements that may be applicable if the company is in a regulated industry.

“As a Chinese proverb says ‘The fish rots from the head’ and so it is with businesses and other organisations – the buck starts and stops in the boardroom” – Bob Garrat

IS THE INCREASING FOCUS BY COURTS AND REGULATORS ON CORPORATE GOVERNANCE KEEPING YOU UP AT NIGHT?Increased focus on good corporate governance and directors duties is quickly becoming the norm in Kenya. The pace of legislative change is increasing and regulators are taking a firm line. Personal liability of directors for failures in their organisations is also becoming common. Directors have never in the history of Kenya been more at risk. The Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015 (the Code) is applicable to all public listed companies in Kenya. In recognition of the fact that ‘the fish rots from the head’ the Code focuses heavily on Board requirements and stipulates that for the purposes of development of Board members, Board members are required to secure at least 12 hours of training each year in areas of corporate governance. The Companies Act, 2015 has also introduced a raft of provisions focused on increased transparency and accountability by directors, amongst other things.Anjarwalla & Khanna has put together a concise and practical training pack for directors aimed at bringing directors up to speed on the regulatory changes and key risks. These trainings can be accredited against the 12 hours of mandatory training required for listed companies. We can also provide bespoke training for individual boards.

General Corporate Governance for Listed CompaniesIn light of the Code introduced by the Capital Markets Authority, this training is mandatory for the board of directors of all publicly listed companies in Kenya. Participants who attend this training will receive an overview of the key requirements and changes brought about by the Code and a review of the role of the Board in oversight and governance. The training will include tips on steps that can be taken to increase the effectiveness of the board’s oversight and the use and role of technology in governance.

Anti-bribery and Corruption, Money Laundering and Whistle BlowingThe Bribery Act, 2016 was enacted to aid in the prevention, investigation and punishment of bribery in Kenya, with particular focus on the private sector. It has introduced onerous obligations and heavy sanctions. It is obligatory under the Bribery Act for public and private persons to put in place measures to prevent bribery in their organisations. Participants to this training will learn how to prevent bribery in their businesses including putting into place necessary mechanisms and structures and ensuring that they comply with their obligations under respective anti-bribery and money laundering laws.

Directors’ DutiesThe Companies Act, 2015 now codifies various duties and in doing so, provides clarity on directors’ duties, the role of directors, their effectiveness and what could lead to disqualification. Directors are appointed to promote the success of the company and to preserve, protect and grow the company’s investments as opposed to directors’ personal interests. Under the Insolvency Act, 2015, where a company is performing badly or is in financial difficulty, there is potential for directors to be personally liable for a company’s debts if they do not act appropriately. Participants to this training will learn about the role and duties of directors, compliance with directors’ duties and how to avoid potential personal liability.

Competition Law ComplianceNavigating competition law is getting increasingly complex and critical for companies. The Competition Authority in Kenya has recently increased its focus on enforcement and compliance and a number of new guidelines and proposed regulations have been put in place. This training will take the participants through an overview of the key areas of focus and advise on common pitfalls, do’s and don’ts during an investigation and provide helpful tips to stay on top of this area.

Companies Act TrainingWith 1022 pages, 1026 Sections, 42 Parts and over 70 pages of Regulations, the new Companies Act, 2015 is a legal minefield. In addition, the Companies Act has several new disclosure requirements. Participants to this training will learn about the salient features of the Companies Act in a condensed and practical manner, including new ways of funding businesses (e.g. share buybacks) and accounts and auditing and disclosure requirements in financial reporting.

Tax Awareness for Directors and Senior ManagementThe Kenya Revenue Authority has recently increased focus on investigations and audits on companies in order to enforce compliance. This training will get participants up to speed on the fast changing tax legislations in Kenya, the duties and obligations of senior management and directors in ensuring tax compliance and the options available to a company in the event of a tax audit and assessment.

Offences by Listed CompaniesThere is an increasing clamp down by the Capital Markets Authority on listed companies and in particular on directors. This training will provide a refresher to boards on the laws and rules around insider trading, fraudulent inducement, disclosure obligations, market manipulation, false trading and market rigging amongst others. It is critical that these issues stay at the forefront of a director’s mind when negotiating new deals or agreements. This training is highly recommended for directors and senior management of listed companies on a regular basis.

Managing Conflicts of InterestUnder the Companies Act, 2015 directors are placed with the duty to avoid situations in which they have, or could have, a direct or indirect interest which conflicts with, or might possibly conflict with, the interests of the company. Participants to this training will learn about authorisation of conflicts, dealing with conflict situations and the processes that should be in place for private, single member and group companies in relation to conflicts.

Corporate Governance Training for Banks and Regulated IndustriesThe Prudential Guidelines have detailed and substantial requirements in respect of corporate governance to ensure the proper functioning of the bank and readiness of the banks to absorb shocks in the economy. Similarly, other regulated industries can have specific corporate governance requirements to which they must adhere. Participants to this training will learn about the key compliance requirements and the training will provide an overview of the additional obligations for directors and senior managers in banks, financial institutions and other regulated entities.

Directors’ Induction Training or Bespoke TrainingAs part of the mandatory induction training for new directors, we can provide a succinct and focused training covering a number of the above areas, with particular focus on the rights and obligations for directors. We can also provide bespoke training for boards combining any of the above trainings with any governance requirements that may be applicable if the company is in a regulated industry.

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