The mandate of the Board Audit and Risk Committee is to examine internal and external audit reports, review the financial statements, risks mitigation measures and internal controls.

The Audit and Risk Committee was established by the KOTDA Board in line with Public Finance Management Act 2012-Section 73(5), Public Finance Management Regulations, Section 174, and Good Corporate Governance principles. The Chairperson of the committee reports to the Board of Directors.

The purpose of the Audit and Risk Committee of the Board is to:

  1. Provide an independent expert assessment of the activities of management, the quality of the Risk Management, Financial Reporting, Financial Management, and Internal Audit.
  2. Ensure that external audit recommendations are fully addressed, and that the quality of internal audit is of an appropriate standard.
  3. Ensure that management has full regard to internal audit recommendations.
  4. Support the Board by monitoring and reviewing the risk, control and governance processes that have been established in the entity pursuant to Authority’s policies.


The Committee shall undertake the following:

  1. Obtain assurance from management that all financial and non-financial internal control and risk management functions are operating effectively and reliably.
  2. Provide an independent review of the Authority’s reporting functions to ensure the integrity of financial reports.
  3. Monitor the effectiveness of the Authority’s performance management and performance information.
  4. Provide strong and effective oversight of the Authority’s internal audit function.
  5. Provide effective liaison and facilitate communication between management and external audit.
  6. Provide oversight of the implementation of accepted audit recommendation
  7. Ensure KoTDA effectively monitors compliance with legislative and regulatory requirements and promotes a culture committed to lawful and ethical behaviour.

The Committee is empowered to:

  1. Resolve any disagreements between Management and the Internal Audit & Assurance Division on audit related matters.
  2. Approve the annual risk based internal audit work plan.
  3. Appoint independent counsel, accountants, or others to advise the Committee or assist in the conduct of an investigation.
  4. Seek any information it requires from employees all of whom are directed to cooperate with the committee’s requests or external parties.
  5. Meet with the Authority’s staff, external auditors, or outside counsel, as necessary.
  6. Seek any information it requires from any employee of Authority, Board documents and external parties to perform its tasks.
  7. Authorize investigations into any matters within its scope of responsibility.
  8. Obtain at Authority’s expense, any outside legal or other professional services it requires.


The CEO shall avail sufficient funds to the Committee to enable it to discharge its functions including seeking independent legal, accounting, or other advice as need arises. The facilitation should include funding of budgets prepared by the Head of Internal Audit for approval by the Committee to cover the following:

  1. Meetings expenses and members’ allowances.
  2. Independent review/study.
  3. Training of Members.
  4. Any other activity/task as approved by the Committee.


  1. The committee shall have at least three but not more than five members.
  2. The membership to the Committee should have an appropriate mix of skills and expertise which is informed by the nature and the mandate of the Authority. The members should collectively possess sufficient knowledge of audit, finance, specific industry knowledge, IT, Law, governance, risk, and control. Because the responsibilities of the Board Audit and Risk Committee evolve in response to regulatory, economic, and reporting developments, it is important to periodically re-evaluate members’ competencies and the overall balance of skills on the committee in response to emerging needs.
  3. The Committee can co-opt persons with specialized skills on a need basis.
  4. Membership to the Committee may be rotated from time to time. However, in rotation, at least one third of the membership shall be retained as new committee members are introduced to maintain continuity and add new ideas to the Committee.


  1. The Board will nominate at least three (3) of their Board members who, as far as possible, do not have executive roles in the Board, to serve on the Committee.
  2. The Board shall appoint a Chairperson among the members nominated to the Committee.
  3. The National Treasury representative on the Board shall be a member of the Committee.
  4. The Head of Internal Audit shall be the Secretary to the Committee.
  5. The Authority completed the process of reconstituting the Audit and Risk Committee, following the expiry of the term of the previous Committee in March 2023.

The following members will serve in the committee for a period of 12 months, beginning 10th March 2023: –

  1. Pacifica Chepkosgei – Independent Member (Chairperson)
  2. Philip Olero – Independent Member
  3. Grace Wanderi – Member (Treasury Representative)

Following the completion of the process, an induction meeting was held for the Committee by the Authority. The Committee held its first substantive meeting on Wednesday, 17th May 2023.

The Committee meets every quarter to discharge its mandate and subsequently reports to the full board.