BOARD COMMITTEES

The Committee is instrumental in the Board's fulfillment of its oversight responsibilities relating to the integrity of the company's financial statements, the company's compliance with legal and regulatory requirements, the qualifications, independence and performance of the company's internal audit functions, risk management and business practices. The membership of the committee is currently made up of Three (3) Directors with a majority being Independent and non-executive.

1.The Committee is established as a committee of the Board pursuant to the Articles of Association of the Company and in accordance with the principles set out in the CMA Corporate Governance Regulations for public listed companies in Kenya.

2.The Committee is authorized to undertake any activity within these terms of reference and to seek any information it properly requires in order to perform its duties from any employee or director of the Company or any of its subsidiary companies(together the “Group”). All employees are directed to co-operate with any request made by the Committee.

3.The Committee is authorized by the Board to obtain, at the Company’s expense, such internal or external independent professional advice as the Committee considers appropriate. An appropriate budget is set aside each financial year for such purpose.

4.These terms of reference of the Committee are authorized by the Board and subject to amendment only by the Board.

The Audit Risk& Compliance Committee of the Board of Directors is instrumental in the Board’s fulfillment of its oversight responsibilities relating to:

•The integrity ofthe Company’s financial statements.

•The Company’s compliance with legal and regulatory requirements.

•The qualifications, independence and performance of the Company’s external auditors.

•Monitoring the performance of the Company’s internal audit function.

•Risk management and business practices.

•Corporate Governance and ethical standards of the Company.

The responsibilities of the Committee are:

1.External Audit

a.To assess annually the qualification, expertise and resources, and independence of the external auditor, taking account of relevant Ethical Standards and ensuring that key partners are rotated at appropriate intervals;

b.To assess annuallythe effectiveness of the audit process.

c.To review withmanagement the audit fee and audit engagement letter and to ensure that theprovision of non-audit services does not impair the external auditor’sindependence or objectivity.

d.To develop and implement a policy on the supply of non-audit services by the external auditor and to agree with management a policy on the employment of former employees of the firm’s external auditor and monitor its implementation.

e.To discuss withthe external auditor, before the audit commences, the nature and scope of theaudit and to review the auditor’s quality control procedures and steps taken bythe auditor to respond to changes in regulatory and other requirements.

f.To make appropriate recommendations, if considered necessary, to the designated members regarding the continuation of the external auditor, to oversee the selection process for new auditors and, if an auditor resigns, to investigate the issues leading to this and decide whether any action is required.

g.To consider the need to include the risk of withdrawal of the external auditor from the marketing the committee’s risk assessment process.

h.To review the external auditor’s management letter and management’s response.

2.Internal controls andInternal Audit

a.To review theeffectiveness of the firm’s internal control framework.

b.To monitor andreview the effectiveness of the internal audit function, to review the internalaudit programme and internal auditor’s reports, and to seek such assurance asit may deem appropriate that the function is independent, adequately resourcedand has appropriate standing within the firm.

c.To consider with management the appointment of the head of internal audit.

d.To consider management’s response to any recommendations made by the external auditor or internal audit and review with internal audit and the external auditor any fraudulent or illegal acts, deficiencies in internal control or other similar issue, including reviewing the results of management’s investigation and follow up of any fraudulent acts.

3.Risk and risk management

a.To review the effectiveness of the firm’s risk management framework, in relation to the core strategic objectives of the firm;

b.To review regular risk management reports from management which enable the committee to consider the process established by the board for risk identification and management, assess the risks involved in the firm’s business and how they are controlled and monitored by management.

c.To consider the risks associated with proposed strategic acquisitions or disposals;

d.To review taxcompliance and tax planning initiatives of the firm.

e.To review thefirm’s procedures for handling allegations from whistleblowers from time totime.

f.To review thefirm’s procedures concerning the prevention and detection of fraud andfinancial crime.

g.To review thefirm’s arrangements for regulatory compliance and consider any materialfindings from regulatory reviews.

h.To review the firm’s policies with regard to disaster recovery, including policies and programs for computer systems and buildings.

4.Annual financial statements

a.To review, and challenge where necessary, the actions and judgments of management in relation to the annual financial statements, paying particular attention to:

i.Criticalaccounting policies and practices, and any changes in them

ii.Decisions requiring a major element of judgment

iii.The extent to which the financial statements are affected by any unusual transactions in the year and how they are disclosed

iv.The clarity of disclosures

v.Significant adjustments resulting from the audit

vi.The going concern assumption

vii.Compliance with accounting standards and related guidance

viii.Compliance with other legal requirements;

b.To review management’s statement on internal control systems prior to endorsement by the board, the effectiveness of the firm’s internal control systems and procedures for compliance and whether management has discharged its duty to have an effective internal control system.

c.To review thecontent of the corporate governance report in the Annual Report.

d.To review the letter of representation prior to management sign off;

e.Where requested by the Board, to provide advice on whether the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary to assess the company’s performance, business model and strategy.

5.Governance

a.To review and apply principles in corporate governance in line with existing CMA regulation sand the CMA code of Governance.

b.Make recommendations to the Board of Directors to ensure that the company adopts and follows best corporate governance practices.

c.To review the firm’s annual Transparency and Sustainability Reports;

d.Review and advice on Governance audits in line with the CMA Code of Corporate Governance for listed companies in Kenya.

Reporting Procedures

1.The Committeeshall report to the Board on a regular basis. At the next Board meetingfollowing a Committee’s meeting, the Committee shall report the Committee’sdecisions or recommendations to the Board, unless there are legal or regulatoryrestrictions on their ability to do so.

2.The chairman ofthe Committee shall attend the annual general meeting(s) and be prepared torespond to any shareholders’ questions on the Committee’s activities or in hisabsence, another member of the Committee, or failing this, his duly appointeddelegate.