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Corporate Governance

At Safaricom, we are committed to the highest level of corporate governance, which we consider critical to business integrity and to maintaining investors' trust in the Company.

We foster a culture that values and rewards the highest ethical standards and personal and corporate integrity. The Company expects all its directors and employees to act with honesty, integrity and fairness. The Company strives to act in accordance with the laws of Kenya and observes and respects the cultures of the Kenyan people.

The Company has adopted a Code of Conduct, which complies with the highest standards of integrity, honesty and ethics in dealing with all its stakeholders, including directors, managers, employees, customers, suppliers, competitors, shareholders and society at large. The Code also stipulates policies and guidelines regarding the personal conduct of employees. All new staff receive a copy of the Code and a presentation on the Code as part of the induction process.

Board Composition

The Company is run through the direction of the Board of Directors, which is responsible for Corporate Governance. The Board consists of nine members; eight non–executive directors and one executive directors.

The composition and appointment of the Safaricom Board of Directors is governed by the shareholders agreement between the Company's two key shareholders(Government of Kenya and Vodafone). The Shareholders, in that capacity, elect members of the Board at the AGM.

Board Meetings

Meetings are held quarterly and more frequently if circumstances or decisions require.

Board Decisions

The Board has a formal schedule of matters specifically reserved for decisions, including the approval of the Company's commercial strategy, major capital projects and borrowings, among others. The board delegates responsibility for day-to-day activities to the Chief Executive Officer (CEO)

Audit Committee

The Audit Committee is a sub-committee of the Board of Directors. The Committee meets a minimum of three times a year. The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its responsibility to oversee:

The company's risk management process and adequacy of internal controls

Financial reporting and approval of the annual financial statements and reports

The Committee consists of three non-executive and independent board members. It is chaired by a non-executive director who is not the Chairman of the Board.

Chairman & Chief Executive Officer

The role of Chairman and CEO is not vested in the same person. Nicholas Ng'ang'a took over the role of Chairman on January 16, 2007 from Ndolo Ayah who resigned on the same date. Bob Collymore is the CEO of Safaricom.