NSE-Web-Prospectus-2014

the members from among or to represent the Trading
Participants. A further two Directors shall be elected by the
members from among nominees of companies listed on the
Nairobi Securities Exchange to represent the said listed
companies. Any other directors shall be elected by the
members in accordance with the Companies Act
provided that at all times at least one third of the Directors
must be Independent Non-executive Directors. If at any time
the number of Directors falls below the minimum number
fixed by or in accordance with these Articles, the remaining
Directors may act for the purpose of convening a general
meeting or for the purpose of bringing the number of
Directors to such minimum, and for no other purpose.
95. At every Annual General Meeting of the Company one
third of the Directors other than the Chief Executive and
any other Director being at the time in the employment
of the Company or any of its Subsidiaries for the time
being, or, if their number is not three or a multiple of
three, then the number nearest to, but not exceeding
one third shall retire from office. The Directors to retire
in every year shall be those who have been longest in
office since their last election, but as between persons
who became directors on the same day, those to retire
shall (unless otherwise agreed amongst themselves) be
determined by lot.
96. Notwithstanding the provisions of Article 95 above, any
Director who retires from office shall be eligible for reelection.
97. No person, other than a Director retiring at a meeting,
shall be eligible for appointment as a Director at any
General Meeting, unless not less than seven nor more
than twenty one days before the day appointed for the
meeting, there shall have been delivered to the
Secretary of the Company notice in writing signed by the
Shareholder, duly qualified to attend and vote at the
meeting for which the notice has been given, of his
intention to propose such person for election and notice
in writing, signed by the person to be proposed of his
willingness to be elected.
98. The Directors shall cause to be kept a Register of the
Directors’ holdings of shares and debentures of the
Company and of its subsidiaries or holding Company (if
any) required by the Act, and shall cause the same to be
available for inspection during the period and by the
persons prescribed, and shall produce the same at every
annual general meeting as required by the Act.
99. The Directors shall be paid out of the funds of the Company
by way of remuneration for their services such sums as the
Company may from time to time by ordinary resolution
determine and such remuneration shall be divided among
them in such proportion and manner as the Directors may
determine and, in default of such determination within a
reasonable period, equally. Subject as aforesaid, a Director
holding office for part only of a year shall be entitled to a
proportionate part of a full year’s remuneration. The
Directors shall also be entitled to be repaid by the Company
all such reasonable travelling (including hotel and incidental)
expenses as they may incur in attending meetings of the
Board, or of committees of the Board, or general meeting,
or which they may otherwise properly incur in or about
the business of the Company.
100. Any Director who by request performs special services or
goes or resides abroad for any purposes of the Company
may be paid such extra remuneration by way of salary,
percentage of profits or otherwise as the Directors may
determine.
101. Directors shall not be required to hold any share
qualification but shall be entitled to receive notice of
and to attend and speak at all General Meetings of the
Company or at any separate meeting of the holders of
any class of Shares of the Company.
Disqualification of Directors
116. The office of Director shall be vacated if the Director:
(a) ceases to be or is prohibited from being a Director by
virtue of any provision of the Act or the Capital Markets
Act or the Regulations issued thereunder; or
(b) becomes bankrupt or makes any arrangement or
composition with his creditors generally; or
(c) becomes incapable by reason of mental disorder of
exercising his functions as Director; or
(d) resigns his office by notice in writing to the Company; or
(e) is called upon, in writing, to resign by all the remaining
Directors; or
(f) is absent either in person or by his alternate, without the
previous sanction of the Directors, for a period of more
than Six months from meetings of the Directors held
during such period and the Directors resolve that his
office be vacated accordingly; or
(g) is absent either in person or by his alternate for three
consecutive meetings of the Directors; or
(h) is requested to vacate his office as a Director by a
unanimous vote of the Directors (other than the Director
being requested to so vacate) on account of conduct
which in the opinion of the Directors is inconsistent with
the values of the Company.
117. The Directors shall have power at any time, and from
time to time, to appoint a person as an additional
Director either to fill a casual vacancy or as an addition
to the existing Directors but so that the total number of
Directors shall not exceed the maximum authorised by
these Articles; but any person so appointed shall retire
from office at the next following ordinary general
meeting, but shall be eligible for election by the
Company at that meeting as an additional Director but
shall not be taken into account in determining the
Directors who are to retire by rotation at such meeting.
118. The Company may from time to time by ordinary
resolution increase or reduce the number of Directors.
119. The Company may by ordinary resolution, remove any
Director before the expiration of his period of office,
and, without prejudice to the powers of the Directors
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