IFC and Capital Markets Authority Kenya Build Capacity for 200 Directors of Listed Companies and Issuers

In Nairobi In Nairobi
Neha Sud Antony Mwangi
Phone: +254-20-293-7403 Phone: :+254-20-226-4204
E-mail: NSud@ifc.org E-mail: Amwangi@cma.or.ke

In Washington, D.C.
Loty Salazar
Phone:1-202-458-2559
E-mail: lsalazar@worldbank.org

Nairobi, Kenya, February 2, 2017 — International Finance Corporation (IFC), a member of the World Bank Group, and Capital Markets Authority (CMA) have kicked off the second phase of the capacity building program for directors of listed companies and issuers focusing on the Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015 (Corporate Governance Code). The capacity building program seeks to raise awareness on the requirements of the Corporate Governance Code among listed companies and issuers in order to enhance its application beginning March 2017. The program will see 200 directors sensitized over a four-day period from 2 – 7 February 2017.

“Since we entered into the agreement with IFC in November 2016, we have observed overwhelming interest from issuers on the Corporate Governance Code. The first Corporate Governance Code Master class held in November 2016 attracted 80 CEOs, CFOs and CSs from listed companies and we are glad to see strong levels of interest from board members for the current round,” CMA Chief Executive, Paul Muthaura noted.

The Authority noted that each of the two sessions of the Corporate Governance Master Class will take place over two days. The Corporate Governance Master Class is structured to cover specific Corporate Governance Code related topics such as board effectiveness, rights of shareholders, ethics and social responsibility, risk management and internal control, and disclosure, in order to empower board members to improve their company’s Corporate Governance practices and strengthen the functioning of their boards and control environments.

“These capacity building programs are expected to strengthen corporate governance among issuers in the capital markets and as a result enhance investor confidence. This strengthening of governance practices is fundamental for issuers to succeed in mobilizing resources from the capital markets locally and globally, as well as to facilitate development and the achievement of ambitious plans outlined in the Vision 2030 and Capital Market Master Plan”, said Mr. Muthaura.

‘’Companies that practice good corporate governance tend to carry lower risk and generate higher returns for shareholders. They also have demonstrated better performance, and can secure cheaper capital and lower regulatory costs”, said Oumar Seydi, IFC Director for East and South Africa.

The IFC in conjunction with the CMA has subsequently developed a corporate governance reporting framework which includes guidelines for reporting and a reporting template. The reporting framework will aid listed companies, issuers and governance auditors to structure compliance statements to reduce regulatory burden and ensure that shareholders and stakeholders are able to rapidly understand an issuer’s degree of compliance. The reporting framework will also present data in a structured format that allows for cross-company comparison.

The partnership has also developed an assessment framework for use by CMA to assess the quality of corporate governance among issuers of securities in Kenya.

The Corporate Governance Code is on an “apply or explain” principle. This means that an issuer may in some circumstances explain non-application of the Corporate Governance Code principles, guidelines and recommendations in favor of an alternative measure, as long as the alternative delivers a better standard of corporate governance. Where non-application delivers a lower standard of corporate governance, issuers will be expected to explain to the Authority, shareholders and stakeholders the reasons for non-application or partial application, the time frame required to meet each application requirement, and the strategies the issuer will put in place to progress to full application. Each issuer will be required to post on its website, the completed reporting template and send the same to the Authority within four months of the close of each financial year.

The Authority noted that there are mandatory corporate governance provisions which were extracted from the Corporate Governance Code which an issuer must comply with. The mandatory provisions are prescribed in the Capital Markets (Securities) (Public Offers, Listing &Disclosure) Regulations, 2002.

The IFC and Authority further observed that a pool of 21 executives have been through a rigorous Training of Trainers program on the Corporate Governance Code carried out in November 2016. The trainers will be able to support issuers through further in-depth and customized capacity building as issuers may require.

CMA began implementing corporate governance reforms in 2012, which culminated in the enactment of the new Corporate Governance Code in March 2016. The Corporate Governance Code provided issuers with a transition period on one year, within which they should commence its application. IFC and CMA have also developed a Stewardship Code for Institutional Investors, which will soon be enacted.

IFC has contributed to the adoption of 95 corporate governance codes, laws, and regulations in more than 30 countries worldwide. IFC’s Corporate Governance Program in East Africa is funded by the State Secretariat for Economic Affairs of Switzerland.

About Capital Markets Authority
The CMA was set up in 1989 as a statutory agency under the Capital Markets Act Cap 485A. It is charged with the prime responsibility of both regulating and developing an orderly, fair and efficient capital markets in Kenya with the view to promoting market integrity and investor confidence. The regulatory functions of the Authority as provided by the Act and the regulations include; Licensing and supervising all the capital market intermediaries; Ensuring compliance with the legal and regulatory framework by all market participants; Regulating public offers of securities, such as equities and bonds & the issuance of other capital market products such as collective investment schemes; Promoting market development through research on new products and services; Reviewing the legal framework to respond to market dynamics; Promoting investor education and public awareness; and Protecting investors’ interest. For more information, visit www.cma.or.ke. For more information contact: Antony Mwangi, Phone: +254-20-226-4204, Email: amwangi@cma.or.ke.

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