Corporate governance is premised on management and control of a company geared to maximizing shareholder value while safeguarding the rights and interests of all stakeholders.

The Directors are therefore tasked with ensuring an appropriate balance between driving business forward and exercising prudent control.

The Directors who held office during the year under review and to the date of this report are listed under the board of directors.  The Board currently comprises eight non-executive directors, five of whom are independent. The independent Directors bring with them independent judgment on matters of strategy, management of corporate risk and resource utilization.

The Board of Directors at Jubilee subscribes to generally accepted corporate practices and has adopted Capital Markets Authority guidelines for good corporate governance.  Accordingly, the Board maintains full responsibility for the ethical, efficient and effective governance of the Company and for matters more specifically outlined in the Statement of Directors’ Responsibilities given on page 17 of this Annual Report. In recognition of the role good governance plays in sustaining viable commercial entities, Directors have undergone formal training on corporate governance to broaden their knowledge and understanding of their duties and liabilities.

The Board has constituted committees and delegated certain responsibilities to them to enable it discharge its duties effectively. In the year under review and to the date of this report, the Board and its committees met fifteen times to, inter alia, review strategy given the economic slowdown occasioned by the global credit crunch, compounded locally by the effects of the post election violence, monitor and evaluate the implementation of strategies and generally to ensure that the Company continued to thrive as a viable going concern.

The Committees of the Board are as follows:

Board Audit & Compliance Committee:
Membership of this committee is drawn from amongst the independent members of the Board; Sultan Khimji (Chairman), Juma Kisaame, Tom Owuor.

This committee oversees the financial reporting process, internal controls and compliance and risk management issues affecting the Company and its subsidiaries. In the year under review, the Committee held regular meetings to review major findings of internal audit and consider management action thereto, review the credit control situation within the group given the hardening financial markets and consider preventative measures to mitigate against fraud risk.

Board Finance Committee:
Membership of this committee comprises of Lutaf Kassam (Chairman), Ramadhani Dau, Sultan Khimji and John Metcalf.

In addition to reviewing and recommending to the Board, for approval, financial and investment related matters, the committee held meetings to review the adequacy of ICT systems and made recommendations for investment in robust systems for the efficient and competitive running of the business.

Board Nominating and Remuneration Committee:
Membership of this committee comprises of Nizar Juma (Chairman), Tom Owuor and John Metcalf.

In the year under review, the Committee met to review human resources practices and policies and instituted changes geared towards attracting, retaining and motivating competent staff necessary to compete in an increasingly uncertain economic environment.