Exhibit 3 Evaluation of Kenya Code Corporate Governance – Subjects or Main Sub quality Responsibilities Objectives Note parties quality factors factors Audit Meet at least NED Review scope Not committee twice a year; contribute and results of mentioned discuss EA independent audit, clearly by the on IC, IA judgement; effectiveness of Code; and RM; auditors; review annual F.S; Nomination Not Not mentioned Recommend to Not (HR) mentioned clearly by the board qualified, mentioned committee clearly by the Code; proper clearly by the Code; candidates; Code; Compensation Not Not mentioned Not mentioned Not or mentioned clearly by the clearly by the mentioned Remuneration clearly by the Code; Code; clearly by the committee Code; Code; CEO Board define Board appoint Board access Not authority CEO; performance of mentioned limits of CEO; clearly by the CEO; Code; The Chair Chair board Lead the Ensure Not meetings; board; decisions fairly mentioned made; facilitate clearly by the effective board Code; MGT; CEO and The Chair attend Separating roles Not Chair represents committee of CEO and mentioned relationship board and meeting in case chairman; clearly by the shareholder appropriate; Board appoint Code; to MGT; CEO; Corporate Knowledge, Qualified, Advice Board Ensure the Secretary experience; competent and on matters of firm complies (Board) fit; a channel procedures, to CG code, of rules; AGM held communication coordinate the with for NED; publication and requirements distribution of of Company annual report; Act; Compliance Not Not mentioned Not mentioned ensure officer mentioned clearly by the clearly by the firm clearly by the Code; Code; compliances Code; with law, accounting standards; Board of Independent New members Utilize the Meet As Directors judgement; a inducted into resources; objectives of understood mix of roles; monitor MGT shareholders; from the proficient performance; maximize code; directors; shareholder value; Executive Not BD comprise Not mentioned Not director mentioned of a balance of clearly by the mentioned clearly by the ED and NED; Code; clearly by the Code; Code;
Exhibit 3 – Evaluation of Kenya Code Corporate Governance Subjects or parties Main quality factors Sub quality factors Responsibilities Objectives Note Audit committee Meet at least twice a year; discuss EA on IC, IA and RM; NED contribute independent judgement; Review scope and results of audit, effectiveness of auditors; review annual F.S; Not mentioned clearly by the Code; Nomination (HR) committee Not mentioned clearly by the Code; Not mentioned clearly by the Code; Recommend to board qualified, proper candidates; Not mentioned clearly by the Code; Compensation or Remuneration committee Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; CEO Board define authority limits of CEO; Board appoint CEO; Board access performance of CEO; Not mentioned clearly by the Code; The Chair Chair board meetings; Lead the board; Ensure decisions fairly made; facilitate effective board MGT; Not mentioned clearly by the Code; CEO and The Chair relationship represents board and shareholder to MGT; Chair attend committee meeting in case appropriate; Separating roles of CEO and chairman; Board appoint CEO; Not mentioned clearly by the Code; Corporate Secretary (Board) Knowledge, experience; Qualified, competent and fit; a channel of communication for NED; Advice Board on matters of procedures, rules; coordinate the publication and distribution of annual report; Ensure the firm complies to CG code, AGM held with requirements of Company Act; Compliance officer Not mentioned clearly by the Code; Not mentioned clearly by the Code; Not mentioned clearly by the Code; ensure firm compliances with law, accounting standards; Board of Directors Independent judgement; a mix of proficient directors; New members inducted into roles; Utilize the resources; monitor MGT performance; Meet objectives of shareholders; maximize shareholder value; As understood from the code; Executive director Not mentioned clearly by the Code; BD comprise of a balance of ED and NED; Not mentioned clearly by the Code; Not mentioned clearly by the Code;
006_29445ny081115_30_43.docx