Corporate Governance

The Board of Directors, Pioneer Assurance Company Limited is committed to developing and implementing policies that will enhance corporate governance in the company. These policies form the core of the company and ensure that there is proper ethics, transparency and accountability in the conduct of business.

COMPOSITION

The Board has members with diverse skills, experience and professional background. It consists of the Managing Director and six other non executive Directors. No individual in the Board can dominate its decision making. Proper information is supplied to the Board in a timely manner, in this regard, notices of Board meetings are circulated at least two weeks before Board meetings and detailed Board papers are circulated at least one week before any meeting.

BOARD COMMITTEES

The Board is responsible for the management of the company, and its main responsibility is to give guidance and control operations of the company. There are quarterly meetings held by the full Board where strategic and policy issues are discussed. Responsibility of the day to day running of the company has been delegated to the Chief Executive Officer. The Board has constituted three committees namely;

• Audit and compliance committee,
• Finance and investment committee,
• Remuneration & appraisal committee.

All board committees have charters that govern their operations.
(i) Audit and compliance committee
The committee is comprised of three members and meets on a quarterly basis.

Membership:-

• Mr. John M. Okondo Chairman Non Executive Director
• Mr. Amai Olubayi Member Non Executive Director
• Mr. Mtalaki Mwashimba Member Non Executive Director

The Managing director may attend meetings at the invitation of the committee. The functions of the audit committee are outlined in its terms of reference and include:

• Reviewing the reports and following up matters raised by both external and internal auditors and the actuary;
• Formulating policies and guidelines that aid in developing risk profiles and managing risk;
• To review regulatory environment and develop strategies that are not in conflict with statutory and other regulatory requirements and budgeting.

(ii) Finance and Investment Committee
Membership:-

• Mtalaki Mwashimba - Chairman Non Executive Director
• Amai Olubayi - Member Non Executive Director
• Michael Mure - Member Non Executive Director
• Shiraz Jeraj - Member Non Executive Director
• Moses N Kimani - Member Managing Director

The functions of the Investments Committee are outlined in its terms of reference and include:

• Developing and ensuring the implementation of investment policies and guidelines;
• measuring the company’s performance against set benchmarks; reviewing the company’s investments;
• and approving the acquisition and disposal of capital expenditure.

(iii) Remuneration and Appraisal CommitteeMembership

• Mr. Bonaventure Omuse Chairman Non Executive Director
• Amai Olubayi Member Non Executive Director
• Moses Kimani Member Managing Director

The functions of the Remuneration and recruitment Committee are outlined in its terms of reference andinclude:

• Reviewing and approving the annual salary reviews and bonuses;
• approving terms and conditions of serviceand any amendments thereto;
• developing guidelines on staffing skills and qualifications required;
• and reviewing appraisals for key management personnel

Apart from the Managing Director, no other Director or body related to a Director receives compensation from the company. Directors are paid a sitting allowance when they attend Board meetings; a register which is in the custody of the company secretary is used to confirm attendance. All board members have access to the records.