Strong boards drive sustainable companies. Here’s what every Director and Board should focus on:
✅ Leadership & Integrity
Boards must act with integrity, align decisions with company values, and protect long-term prosperity.
✅ Good Governance Principles
Responsibility – take ownership of strategy and assets
Accountability – justify decisions to shareholders & stakeholders
Fairness – balance interests equitably
Transparency – share information clearly
✅ Fiduciary Duties of Directors
Directors serve the Company—not nominating authorities. Key duties include:
Acting within powers
Promoting success with a long-term view
Exercising independent judgment
Applying skill, care & diligence
Avoiding conflicts of interest
Declaring all interests transparently
✅ Qualities of Effective Directors
Conscience. Inclusivity. Competence. Commitment. Courage.
✅ Board Composition & Independence
At least â…— Non-Executive Directors
At least â…“ Independent Directors
Chairperson ≠CEO
Diversity in skills, gender & background
✅ Oversight & Compliance
Boards must oversee risk, strategy, and governance, conduct annual governance audits (ICPSK accredited), and ensure compliance with all laws and codes.
🔹 Strong board governance = sustainable growth, trust, and accountability.
Board Governance Guidelines
11/08/2025
Why you should conduct a Governance Review in Kenya
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We assist businesses in formation, governance and compliance.
Started in 2011, Capita Registrars is a professional services firm offering business registrations and company secretarial services in Nairobi, Kenya
Why choose us?
RESPONSIVENESS: We respond to business enquiries within a few hours and not later than 1 business day.
EFFECTIVENESS: We undertake client briefs in the most effective manner.
SIMPLICITY: We simplify our business processes in a way that our clients understand.
INNOVATIVE: We solve our client’s problem in the most innovative way. We try and anticipate our client needs and provide solutions as fast as we can.
CLEAR COMMUNICATION: While we might not always predict the outcomes, we explain to the client as to the length of time required to undertake a certain tasks.
OUR VALUES: We are a corrupt free business.
PROFESSIONALISM: Our team is highly qualified trained to solve our client needs.
ONLINE: Our clients are busy people. Our processes facilitate our clients to undertake business without necessarily coming to our physical location.