7
Total Directors
5 independent non-executive, 1 non-executive Chair, 1 executive (CEO)
Leadership
Board of Directors
The independent and executive directors guiding Top Notch's strategy, governance, and long-term stakeholder accountability.
7
Board Members
Board Leadership
Independent Oversight for a Complex Mandate
The Top Notch Board of Directors brings together independent governance experience from infrastructure finance, East African public procurement, international contracting, and multilateral development banking. The Board operates under a formal charter that separates oversight from management, ensuring no executive officer determines their own accountability framework.
Board Mandate
The Board is responsible for setting strategic direction, approving the annual operating plan, overseeing risk management, and holding executive leadership accountable to performance targets.
Independence Standard
A minimum two-thirds of board members must qualify as independent non-executive directors under CMA Kenya criteria, with no material relationship to the executive team or major contractors.
Governance Milestones
2019
Board Constituted
Founding Board of five directors appointed with majority independent composition from day one of operations.
2020
Audit Committee Formed
Audit & Risk Committee established with full independent membership and first external audit completed without qualification.
2022
ESG Framework Adopted
Board ratified Top Notch's first integrated ESG Policy Framework and appointed a Board-level Sustainability Champion.
2024
Governance Charter Revised
Full Board Charter revision completed, expanding director independence criteria and introducing a formal Board effectiveness review process.
01
Audit & Risk Committee
Three independent NEDs. Oversees financial reporting, external audit, internal controls, and enterprise risk management quarterly.
02
Remuneration & Nominations
Sets executive remuneration, manages Board nominations, oversees succession planning, and reviews director independence annually.
03
Strategic Investments Committee
Reviews and approves all material new project mandates, geographic expansions, and strategic partnerships above defined thresholds.
04
Ethics & Compliance Sub-Committee
Reviews whistleblower reports, ABC policy compliance, conflict disclosures, and ensures regulatory standing across all operating jurisdictions.
Board Composition
Diverse Expertise, Collective Accountability
The Top Notch Board is deliberately composed to represent the full spectrum of skills required to govern an advisory firm operating at the intersection of infrastructure finance, international contracting, and East African sovereign procurement.
Director biographies, declarations of independence, and committee assignments are updated following each Annual General Meeting and published in the Annual Report and on this page.
43%
Gender Diversity
3 of 7 board seats held by women directors — target of 50% by 2026.
5
Nationalities Represented
Directors hold experience across Kenya, UK, South Africa, Nigeria, and France.
22yrs
Avg Director Experience
Average years of senior leadership experience across all current board members.
50+
Years Combined Experience
Skills & Experience Matrix
The Board Nominations Committee maintains a skills matrix that maps the competency profile of the current board against the capabilities required by the company's strategic plan. Any identified gaps are factored into director nomination priorities at each AGM.
Current board skills priorities include infrastructure finance structuring, East African regulatory affairs, climate finance and green bond markets, and international arbitration and disputes experience.
01
Infrastructure Finance & DFI Relationships
4 of 7 directors have direct transaction experience with World Bank, AfDB, IFC, or bilateral DFI-funded infrastructure projects in sub-Saharan Africa.
02
Public Procurement & Regulatory Affairs
3 directors hold or have held senior roles within Kenyan or regional regulatory bodies, providing direct institutional knowledge of procurement law and compliance.
03
International Contracting & EPC Advisory
5 directors have led or advised on international EPC, EPCM, or design-build contracts with aggregate values exceeding $500M across multiple asset classes.