Evidencias de los beneficios de la gasometría Point-of-Care Testing

Conflict of Interest

Board Members are required to deal at arms-length in any matter that relates to the Group and to disclose any conflict of interest in relation to matters that are brought before them for deliberation. A director must refrain from discussion or voting on matters of potential conflict of interests. The Board has implemented strict guidelines which require that all directors declare their interests and a register of interests will be maintained by the Group Company Secretary. Individual Board members are also required to declare their interest before participating in board meetings and are excluded from deliberations in the case of any potential conflicts of interest.

Separation of Role of Chairman

from Managing Director

The Group Chairman is responsible for managing the Board and providing leadership to the Group while the Group Managing Director is responsible to the Board for strategically overseeing and managing the business units in the UAP Group in accordance with instructions given by the Board. The Group Managing Director directs the implementation of Board decisions and instructions and the general management of the business units with the assistance of the chief executives and management teams.

Board Committees

The Board has delegated its authority to the standing Board Committees to enable it effectively carry out its mandate. These Committees of the Board are listed below and each has its own Terms of Reference setting forth the purposes, goals and responsibilities of the Committee as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure, operations and it’s reporting to the Board. During the period under review, the Board Committee membership was as follows:

(i) Finance & Investment Committee

The Finance & Investments Committee has the responsibility to oversee and advise the Board on:

a. the investment strategy framework of the Company’s investment portfolios;

b. the current global investment portfolio allocations, including asset type and geographical location, and ensure these remain consistent with the Company’s current strategy, risk framework and risk appetite; c. recommendation for major investment and divestiture proposals;

d. the operational framework of the global investment portfolios of the Company, including the use of both internal and external fund management resources; e. the performance generated by the investment assets of

the Company, both in absolute terms and relative to benchmark targets;

f. proposed changes in investment strategy that would lead to the disposition of the Company’s investment portfolios that were outside the limits established by the Risk Committee; and

g. financing mechanisms and vehicles of the investment portfolios of the Company.

The Committee meets at least four (4) times a year or at such other times as the Chairman of the Committee shall require.

During the period under review the Members of the Committee were:

1. Mr. James Mworia (Chairman) 2. Mr. Skander Oueslati 3. Mr. James Muguiyi 4. Ms. Susan Omanga 5. Mr. Davinder Sikand 6. Mr. Dominic Kiarie

Corporate Governance

Report for the Financial Year

Ended 31 December 2014

(ii) Audit Committee

The delegated role of the Committee is to assist the Board in the oversight of:

a. The integrity of the financial statements. b. The auditor’s qualifications and independence.

c. The performance of the Groups internal audit function and the external auditors.

d. The compliance by the Group with legal and regulatory requirements.

e. The effective management by the Group of financial and non-financial risks.

f. Review the adequacy and effectiveness of UAP’s internal control, financial controls and risk management systems; g. Coordination with the Risk and Governance Committee of

the Board in relation to the governance of risk.

The Committee meets at least four times a year or at such other times as the Chairman of the Committee shall require. During the period under review the Members of the Committee were:

1. Mr. George Odo (Chairman) 2. Mr. Kamau Kuria

3. Mr. Lotfi Baccouche 4. Ms. Susan Omanga

(iii) Risk and Governance Committee

The Terms of Reference of the Committee are to oversee and advise the Board on:

a. the Company’s overall risk appetite, tolerance, limits, and their alignment with the Company’s strategy;

b. identification and measurement of material risks requirements inherent in the Company’s strategy; c. systems of risk management, internal control and

compliance and their adequacy to identify assess, mitigate and reports risks;

d. reviewing reports on any material breaches of risk limits and the adequacy of proposed action;

e. reviewing the Company’s risk culture and management initiatives to strengthen it;

f. reviewing annually the Company’s Corporate Governance practices and policies, submitting a report to the Board on its findings which may include proposals for amendments; g. considering possible conflicts of interest between the

Company’s Directors and UAP, including Directors’ related party transactions with UAP Group companies, and make relevant proposals to the Board.

The Committee meets at least four times a year or at such other times as the Chairman of the Committee shall require. During the period under review the Members of the Committee were:

1. Mr. Lotfi Baccouche (Chairman) 2. Mr. Peter Njoka 3. Mr. George Odo 4. Mr. Philip Coulson 5. Mr. James Wambugu 6. Ms. Zipporah Mungai 7. Mr. Dominic Kiarie

(iv) Nominations, Remuneration and Human Resource Committee

The delegated role of the Committee is to:

a. The regular review of the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board, making recommendations to the Board with regard to any changes.

b. The review of the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace.

c. The regular review of the structure, size and composition of subsidiary boards, assessing the optimum mix of skills, knowledge, experience, diversity as well as local regulatory requirements.

d. Determining the high level policy for succession planning within UAP Group, ensuring that UAP executives possess necessary skills and experience required to enable UAP to complete effectively in the market and deliver its

strategic plan.

e. Overseeing development and implementation of UAP’s strategy for being regarded as ethnically and gender inclusive and consider setting specific targets in terms of numbers, grades and gender in fulfilment of this objective. f. Approving the training and human capital development

strategy for UAP Group.

g. Approving the UAP Policy on remuneration, benefits and end of service payments for employees below the grade of senior management.

Corporate Governance

Report for the Financial Year

Ended 31 December 2014

The Committee meets at least four (4) times a year or at such other times as the Chairman of the Committee shall require. During the period under review the Members of the Committee were:

1. Ms. Susan Githuku (Chairman) 2. Dr. J. B Wanjui CBS 3. Mr. James Muguiyi 4. Mr. Peter Njoka 5. Mr. Jonas Armtoft 6. Mr. Dominic Kiarie 7. Mr. George Odo