The Board of Directors, duly cognisant of its role in safeguarding shareholders’ assets and ensuring a suitable return on investment, reaffirms its commitment to upholding policies and strategies that enhance transparency and accountability as part of the Company’s continuing listing obligations and as advocated by the Capital Markets Authority guidelines for good corporate governance practices by public listed companies in Kenya.

Board of Directors The Board draws from its collective extensive experience in investment, finance, insurance and human resource management in order to provide strategic guidance to the Group.

The Board comprises eight non-executive Directors and, pursuant to the Company’ Articles of Association, has delegated authority to three Committees as listed below. These committees operate under clearly articulated terms of reference which clarify their responsibilities and scope of authority. The Committees have unrestricted access to Group information, and are authorised by the Board to obtain independent professional advice in the discharge of their functions. The Committees report to the Board through their respective chairmen at each Board meeting.

Anti-Fraud Policy In addition to the code of business ethics, the Company has updated its anti-fraud policy to bring it in line with current best practices and to better reflect the changing face of business in an increasingly automated world. This policy serves to reinforce the Company’s zero tolerance on fraud and corruption by providing a framework for reporting and investigating fraud and ensuring fast and appropriate response to alleged incidences of fraud. All incidences of fraud and the action taken are reported to the Board.

The Board Committees Membership of the committees during the period under review and to the date of this report is as follows:

Board Audit and Compliance Committee:

Sultan Khimji (Chairman), Juma Kisaame, Tom Owuor, Shiraz Pira*.

Board Finance Committee:

Lutaf Kassam (Chairman), Ramadhani Dau, John Metcalf, Sultan Khimji.

Board Nominating and Remuneration Committee:

Nizar Juma (Chairman), John Metcalf, Tom Owuor.

Directors’ Interest in the Shares

Directors’ Interest in the Shares of the Company as at 31 December 2009:

Name Number Of Shares

Mr. Sultan K. Khimji 8,238

Distribution of Shareholders

Distribution of Shareholders as at 31 December 2009:

List Of The Ten Largest Shareholders

List of 10 Largest Shareholders as at 31 December 2009: