TUESDAY: 22 August 2023. Afternoon Paper. Time Allowed: 3 hours.

Answer ALL questions. Marks allocated to each question are shown at the end of the question. Do NOT write anything on this paper.



Prime Solutions Associates (PSA) is a Kenyan company that specialises in providing consultancy services to organisations across various sectors, including private businesses, governments and nonprofit making institutions. Established in the year 2005, the company has steadily grown to become a trusted advisor for both public and private sector organisations in Kenya and the wider East African region. With a strong focus on delivering innovative and sustainable solutions, PSA has gained a reputation for its expertise in areas such as strategy development, governance, financial management, human resources and organisational transformation. The company was founded by Samuel Tai and Aisha Were, two visionary entrepreneurs who recognised the need for high-quality consulting services in the Kenyan
market. Leveraging their expertise and networks, they assembled a team of highly skilled professionals with diverse backgrounds, enabling the company to provide holistic and tailored solutions to its clients.

As a leading consulting firm in Kenya, PSA understands the importance of maintaining the highest standards of governance and boardroom dynamics. It recognises that effective governance structures, decision-making processes, stakeholder engagement, boardroom culture, talent management, board evaluations, among other boardroom dynamics are crucial for its own success and the success of its clients. By constantly refining its governance practices and investing in its board’s capabilities, PSA continues to uphold its position as a trusted advisor and a catalyst for positive change in
the Kenyan business landscape.

PSA has a well-defined governance structure in place. The company’s board consists of experienced professionals from diverse backgrounds, including finance, law and management. PSA believes in the philosophy of a diverse board to help it become even more successful. The board is responsible for setting strategic objectives, overseeing performance and ensuring compliance with legal and regulatory requirements. The firm embraces a unitary board model, where both executive and non-executive directors are involved in decision-making. The company adopts evidence-based approach in
making resolutions. The board holds regular meetings to discuss key issues, review financial performance and make important decisions. The CEO presents proposals and recommendations, which are critically evaluated by the board members. Transparent communication and open dialogue allow for informed decision-making, ensuring that the interests of both the company and its stakeholders are considered.

PSA recognises the importance of engaging with stakeholders to understand their perspectives and address their concerns effectively. The board maintains active communication channels with shareholders, employees, clients, and the community. It organises annual general meetings, investor presentations and regular stakeholder consultations. These interactions facilitate meaningful discussions on the company’s performance, future plans, and social responsibilities, fostering trust and accountability. A healthy boardroom culture is critical for effective governance. At PSA, the board
emphasises professionalism, integrity, and diversity. Respectful and inclusive interactions create an environment where every member feels valued and comfortable expressing their opinions. The board encourages constructive debates and welcomes dissenting viewpoints, fostering a culture of critical thinking and innovation. This inclusive culture contributes to better decision-making and the overall success of the company.

The company understands the significance of talent management in driving organisational growth. The board plays a vital role in overseeing talent acquisition, development and retention. It collaborates closely with the CEO and human resources department to identify key competencies required for board membership and executive positions. Emotional intelligence is highly valued as a critical skill for the board members. Transparent and merit-based selection processes ensure that qualified individuals with diverse skill sets are appointed. Regular performance evaluations and development programs help board members enhance their skills and stay updated with industry trends. Regular board evaluations are conducted at PSA to assess board effectiveness and identify areas for improvement. The evaluation process involves self- assessments by individual board members and collective assessments of the board’s overall performance. Key areas evaluated include board composition, governance practices, decision-making processes, and stakeholder engagement.

Feedback from the evaluations is used to develop action plans for enhancing board effectiveness and addressing any identified shortcomings. The company demonstrates a strong commitment to sound boardroom dynamics. It’s collaborative approach to decision- making, active engagement with stakeholders, and emphasis on diversity and inclusion contribute to its success. By continuously evaluating its board’s performance and implementing improvement measures, PSA ensures its governance practices remain aligned with the company’s goals and the interests of its stakeholders.


1. Explain FIVE components of the intelligence that is highly valued as a critical skill for the board members at PSA. (10 marks)

2. PSA adopts a certain approach in making resolutions.

Discuss FIVE steps involved in this approach. (10 marks)

3. Examine FIVE ways through which PSA could attain the philosophy it believes in, to help it become more successful. (10 marks)

4. Assess FIVE benefits of the board model embraced by PSA. (10 marks)

(Total: 40 marks)



1. ABC limited intends to manage change through a power-based approach.

Identify FIVE challenges associated with the above approach. (5 marks)

2. Discuss FIVE roles of a corporate secretary with regards to being a board consultant. (10 marks)

(Total: 15 marks)



1. Assess FOUR ethical dilemmas governance professionals face in influencing boardroom dynamics. (4 marks)

2. COVID 19 accelerated the uptake of virtual boards by companies to cater for remote teams.

Outline FIVE benefits these boards enjoy. (5 marks)

3.  Summarise SIX contributions of a corporate secretary with regards to effective talent management in an organisation. (6 marks)

(Total: 15 marks)



1. The CEO of Buda Ltd. emphasises the need for organisations to have a deep understanding of board diversity. Explain FIVE reasons for this. (5 marks)

2. ABC limited is developing behavioural agility in their organisation.

Describe FIVE strategies to achieve this. (10 marks)

(Total: 15 marks)



1. John Taker is a director at Top Mark Limited.

Explain FIVE methods that could be used to assess his competencies. (5 marks)

2. Evaluate FIVE reasons for self-regulation in corporate governance. (5 marks)

3. Explain FIVE ways through which information architecture influences boardroom dynamics. (5 marks)

(Total: 15 marks)

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