Ex-BOC chairman raises stake, wins rights to block buyout

Oluwatosin Racheal Alabi -

Key points:

  • Ngugi Kiuna increased his stake in BOC Kenya to 11.2 percent, securing the ability to block a mandatory buyout amidst an ongoing takeover bid.
  • BOC Kenya’s 2023 annual report highlights Kiuna’s acquisition of 521,400 additional shares and his pivotal role in maintaining the company’s independence.
  • PricewaterhouseCoopers LLP’s audit confirms BOC Kenya’s compliance with financial regulations, enhancing transparency and investor confidence.

Ngugi Kiuna, the former chairman of BOC Kenya, has increased his stake in the company from 8.56 percent last year to 11.2 percent, allowing him to block any mandatory buyout of his shares amid an ongoing takeover bid.

BOC Kenya’s 2023 annual report reveals Kiuna acquired 521,400 shares in the past year. This acquisition strengthens his position and shows his commitment to the company’s independence.

Directors’ responsibilities and audit findings

BOC Kenya’s directors are responsible for preparing financial statements that accurately reflect the company’s financial position. They ensure the company maintains proper accounting records and discloses its financial status with accuracy. This responsibility includes safeguarding the company’s assets and preventing fraud and errors.

The directors accept responsibility for preparing these financial statements according to International Financial Reporting Standards and the Companies Act. They are also accountable for designing, implementing, and maintaining internal controls to ensure the financial statements are free from material misstatements. They must choose suitable accounting policies, apply them consistently, and make reasonable accounting estimates and judgments.

After assessing the company’s ability to continue as a going concern, the directors found no material uncertainties. They acknowledge that an independent audit of the financial statements does not relieve them of their responsibilities.

On April 28, 2023, the Board of Directors approved the financial statements. Robert Mbugua, the chairman, and Arthur Kamau, the acting managing director, signed on behalf of the board.

PwC’s independent audit

PricewaterhouseCoopers LLP (PwC) audited BOC Kenya’s financial statements for the year ending December 31, 2022. The audit covered the consolidated statement of financial position, profit or loss, comprehensive income, changes in equity, and cash flows. PwC found that the financial statements give a true and fair view of the company’s financial position, performance, and cash flows in accordance with International Financial Reporting Standards and the Companies Act.

The audit followed International Standards on Auditing, ensuring PwC’s independence and ethical compliance. PwC’s audit obtained sufficient evidence to provide a basis for its opinion. They found no key audit matters to report.

PwC’s responsibilities included evaluating the financial statements’ overall presentation, structure, and content, and whether they represent the underlying transactions fairly. They communicated with the directors about the audit’s scope, timing, significant findings, and any deficiencies in internal control.

The audit also confirmed that the directors’ report and the auditable part of the directors’ remuneration report were consistent with the financial statements and properly prepared.

Ngugi Kiuna’s acquisition and PwC’s audit have enhanced BOC Kenya’s transparency and investor confidence. Kiuna’s increased stake grants him influence over the company’s future, ensuring its independence amid the ongoing takeover bid