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Terms of Reference - External Auditor


A. OVERVIEW:
Kasigau Ranching (Directed Agricultural) PLC (“the Company”) is a community company registered in Kenya established for the purpose of improving and accelerating agricultural business for the benefit of its members. The ranch covers an area of 52,305 acres within the altitude range of 2,600 to 3,000 feet above sea level, which receives an annual average rainfall of between 500 to 1,000 mm. This area experiences bi-modal rain pattern with long rains from March to June and short rains from October to Mid-December, which guarantees forages for both livestock and wildlife and the restoration of natural habitats.

The ranch also operates a Conservancy (Kasigau Wildlife Conservancy) to run its conservation programmes. Main activities include:
  • Livestock ranching
  • Mining
  • Tourism, Conservation and Carbon Offsetting


    • B. Objective of the Audit:
      Kasigau Ranching Company is seeking to procure external audit services in order to obtain an independent and objective opinion as to whether its financial statements present fairly, and in all material aspects, the financial position of the company in accordance with the International Financial Reporting Standards (IFRS). The specific objectives are;
    1. Perform statutory audits as required by Kenyan law and International Financial Reporting Standards.
    2. Plan and organize the audit on the basis of risk assessment to provide satisfactory assurance that the financial statements are free of misstatement due to fraud and errors.
    3. Ascertain that company funds have been applied for the intended purpose and have been accounted for in accordance with company policies.
    4. Verify that funds inform of grants and donations received by the ranch have been acknowledged and reflected in the financial reports submitted to the granter/donor.
    5. Review and report on effectiveness of the organizations internal control systems in accordance with the International Auditing standards (IAS).
    6. Review and report on the effectiveness of the finance system, human resource management, procurement system as well as the company’s revenue generating structure.
    7. Compile and present the complete translated Financial statements sets in both functional currency and local currency as per the company Finance policy.
    8. Present and interpret the Financial statement sets and key findings in Post Audit Report to the Company’s Board of Directors.
    9. Undertake any other tasks as may be necessary to fulfill the professional obligation of rendering a sound opinion on the financial statements of the contracting entity.
    C. Deliverables:
    1. The Auditors on completion of the audit work will submit 3 (three) original copies of the Audit Report appended to the Financial Statements along with the reports to the attention of the Board of Directors.
    2. Management letter in accordance with the scope of work described here before.
    D. Qualification

      i)Eligibility Criteria
      The firm seeking to apply should be registered in Kenya and must have been in operation for at least five years providing both audit and tax services. Additionally, the firm must demonstrate experience in auditing ranching firms and conservation organizations with similar operations to Kasigau Ranching Company.
      The following information should be provided:
      a)Copy of certificate of incorporation/registration
      b)PIN Certificate
      c)Valid certificate of tax compliance
      d)Valid certificate of good standing from the Institute of Certified Public Accountants Kenya (ICPAK).
      e)List of at least three clients with operations similar to Kasigau Ranching Company.


      ii)Capability
      The firm should provide a brief profile of the company (maximum 500 words). This must include a profile on past work done. Provide a profile of the audit team likely to be involved in the audit process and proof of their qualifications.

      iii)Methodology
      The firm should state the methodology/approach of conducting the audits. Upon selection, the firm will be expected to provide a letter of engagement which will also highlight the basis of the auditor’s work.

      iv)Proposed Fees
      The firm should provide a quote for the provision of audit services as highlighted above. The fees proposed may be subjected to negotiations if the proposal meets all the other selection criteria and satisfies Kasigau Ranching (DA) PLC Board of Directors.

      v)Proposed task completion timeline

      The proposal must provide the timeline within which the applicant expects to complete the assignment. The timeline proposed may be subjected to negotiations if the proposal meets all the other selection criteria and satisfies Kasigau Ranching (DA) PLC AGM that the firm is the best suited for the assignment.


      NOTE: Kasigau Ranching Company is not obligated to select the bid with the lowest quoted fees, but rather, the highest value for money.
    E. Conditions:
      i)Unless otherwise agreed by Kasigau Ranching Company, the Auditor will use his/her own office resources and materials in the execution of this assignment.
      ii)Remuneration will be paid contingent on the successful completion of the assigned tasks, and Kasigau Ranching Company’s satisfaction of the same.
      iii)Kasigau Ranching Company reserves the right to withhold all or a portion of the remuneration if performance is deemed unsatisfactory.
      iv)Kasigau Ranching Company reserves the right to modify these Terms of Reference at any time.


    F. Instructions for Submission:


      All proposals should be submitted to;
      The Chairman,Kasigau Ranching (DA) PLC
      P.O BOX 793 - 80300,
      Voi.
      Or,By sending Email to;
      The Chairman
      director@kasigauranching.com,
      Subject: EXTERNAL AUDIT SERVICES
      Every proposal must meet all the requirements as indicated in this TORs document. Incomplete proposals will not be considered.


    G. Deadline for applications:
      5:00 PM, Friday, 29th November 2024.

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    EXTERNAL AUDITOR
    (Approved by the Board on 17th June, 2022)

    OVERVIEW:
    Kasigau Ranching (DA) PLC (“the Company”) is a community company registered in Kenya established for the purpose of improving and accelerating agricultural business for the benefit of its members. The company has several business ventures as may be identified in the company profile where proper financial management and advise is required.

    Objective of the Audit:
    1. The objective of the audit of the company’s financial statements is to enable the auditors to express an independent professional opinion on the financial position of the company and to ensure that the funds utilized to company’s activities have been used for their intended purposes.
    2. The books of accounts of Kasigau Ranch provide the basis for preparation of the company’s Financial Statements. Proper books of accounts as required by law have been maintained by Kasigau Ranch and also maintain adequate internal controls and supporting documentation for the transactions.
    Scope of the Audit:
    1. The audit will be carried out in accordance with the Kenyan and International Auditing Standards and will include tests and verification procedures as the auditors deem necessary.
    2. Verify all funds have been used in accordance with the established rules and regulations of Kasigau Ranch and only for the purposes for which the funds were provided.
    3. Goods, works and services financed have been procured in accordance with the company’s established rules and procedures.
    4. Appropriate supporting documents, records and books of accounts relating to all activities have been kept. Clear linkages should exist between the books of accounts and the financial statements presented to.
    5. The financial statements have been prepared by Kasigau Ranch management in accordance with applicable accounting standards and give a true and fair view of the financial position of Kasigau Ranch and of its receipts and expenditures for the period ended on that date.
    6. Comprehensive assessment of the adequacy and effectiveness of the accounting and overall internal control system to monitor expenditures and other financial transactions.
    7. Express an opinion as to reasonableness of the financial statements in all material respects.
    8. Include in their reports opinion on compliance with procedures designed to provide reasonable assurance of detecting misstatements due to errors or fraud that are material in the financial statements.
    9. Conduct entry and exit meeting with the Directors of Kasigau Ranching (DA) PLC.
    10. In addition to the audit report, the auditors will prepare a Management Letter on the following:

      11. (a)Give comments and observations on the accounting records, procedures, systems and controls that were examined during the course of the audit.
      (b)Identify specific deficiencies and areas of weakness in systems and controls and make recommendations for improvement.
      (c)Report on the implementation status of recommendations pertaining to previous period audit reports.
      (d)Communicate matters that have come to their attention during the audit which might have a significant impact on the sustainability of the organization.
      (e)Bring to the Executive Director’s attention any other matters that the auditors consider pertinent.
    Audit Duration:
      The audit work shall be completed within one month from the date of commencement of the audit.
    Deliverables:
    1. The Auditors on completion of the audit work will submit 3 (three) original copies of the Audit Report appended to the Financial Statements along with the reports to the attention of the Board Chairman.

    2. Management letter in accordance with the scope of work described here before.
    Qualification of the Audit Firm:
    1. An independent audit firm or person based in Kenya.
    2. The person is a qualified accountant and a member of the Institute of Certified Public Accountants of Kenya (I.C.P.A.K) and must have passed the final stage of the Accountants examination.
    3. For a firm, the partners have to be qualified accountants and members of the Institute of Certified Public Accountants of Kenya (I.C.P.A.K) and must have passed the final stage of the Accountants examination.
    4. A holder of a practising certificate as awarded by the Registration of Accountants Board.
    Audit Fees:
      The audit fees will be fixed through a competitive bidding process.


    Kindly write to the Board Chairman,
    The Chairman,Kasigau Ranching (DA) PLC
    P.O BOX 793 - 80300,
    Voi.
    Or,Email
    The Chairman
    director@kasigauranching.com,
    Subject: EXTERNAL AUDIT SERVICES
    Not later than 22nd July,2022

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    COMPANY SECRETARY
    (Approved by the Board on 17th June, 2022)

    In fulfilling his/her responsibilities, the Company Secretary should act in accordance with the following Terms of Reference:

      (A) Appointment and Reporting Relationships
      1. Act in the capacity of Secretary to the Company’s Board of Directors (the Board) and its committees.

      2. directly to the Chairperson of the Board.

      (B) Specific Responsibilities
    1. Provide comprehensive corporate secretarial services to the Board, Committees and Directors.

    2. Undertake special assignments for the Board or a Committee as required from time to time.

    3. Be responsible for maintaining effective working relationships with the Board Chairperson, Committee Chairs, individual Directors and the Company’s Management.

      4. (C) Governance Services
    4. Provide expertise and work with the Board Chairperson to implement best practices in corporate governance by the Board and its Committees.

    5. Provide advice and guidance to Directors and management regarding the Company’s policies, directives and processes.

    6. Provide advice and guidance to Directors regarding regulatory and tax issues related to the Board and Directors.

      7. (D) General, Board and Committee Meetings
      1. Initiate, in consultation with the Board Chairperson and Committee Chairs respectively and with the Company’s Management, the development of general or Board and Committee meeting plan and agendas.

      2. Facilitate, in consultation with the Board Chairperson and Committee Chairs or Company staff, notification of meetings, preparation and distribution of agenda items and background material and ensure that:

      3. General meetings are called with at least twenty one days written notice through e- mail or distribution of letters to members;

      4. Board meetings are called when required by the Company Manager, the Board Chairperson, or any of the Directors; and Committee meetings are called when required by the Manager, the Board Chairperson or a Committee member;

      5. If practicable, the agenda and any discussion material shall be sent to board members at least 5 days prior to the Board meeting. Only in extraordinary situations is a shorter time limit acceptable;

      6. The agenda for Board meetings identifies which items require a resolution and which items that are only for information/discussion purposes

      7. Discussion material shall always be prepared and distributed to Board members in advance where a Board resolution is required. As a minimum, discussion material shall include a description of the background for and, where required, a proposal for resolution.

      8. May be asked to attend Board and Committee meetings, and provide advice to the Chairperson to support effective functioning of the Board or Committee and adherence to proper meeting procedure.

      9. Prepare accurate, complete minutes of annual general meetings which contain:

        10. - Date and time of meeting;
        - Form and venue of meeting;
        - Whether the present attendees constitute a quorum;
      10. Present advisors as needed for such meeting and their addresses;

      11. Record of all decisions taken, brief summary of all issues discussed and any directives or authorizations given by the Board or a Committee to the management;

      12. Attachment of discussion material if required by a members or if required for the understanding of the content of resolutions passed;

      13. Record of whether resolutions were unanimous or include dissents, and if dissent the identity of the dissenting members;

      14. Submit Action Points arising out of members’ meetings for comments to the Chairperson or Directors no later than one week after the meeting. Draft minutes of each annual or members’ Meeting shall be submitted to the Chairperson of the Board and subsequently to the Board within three weeks of the meeting.

      15. Where required, prepare and submit to the Directors accurate and complete proposal for written resolutions.

      16. Arrange for signatures of minutes and written resolutions.

      17. In conjunction with management, clearly communicate directives from the Board and Committees to the person responsible for carrying out the directive.

      18. Retain and safeguard the official general meeting Minute books and Corporate documents.

      (E) Board Evaluation & Succession Planning Processes
      1. Assist the Board and Committees in evaluating and reporting on corporate governance commitments and the mandates of the various Committees.

      2. Assist the Board in implementing and reporting on the annual processes to assess the performance of the Board, Committees, Chairs and individual Directors.

      3. Assist the Board in implementing and reporting on the annual performance evaluation of the Chief Executive Officer.

      4. Work with the Board and Committees to facilitate Board appointment and renewal processes, and to address Committee structures, composition and mandates.

      5. Assist the Board to identify and communicate any skill requirements when making recommendations to fill Board vacancies.

      (F) Director Development Need
        - Assist the Board to identify and communicate the professional development (CPD) needs of Directors.


      Kindly write to the Board Chairman,
      The Chairman,Kasigau Ranching (DA) PLC
      P.O BOX 793 - 80300,
      Voi.
      Or,Email
      The Chairman
      director@kasigauranching.com,
      Subject: COMPANY SECRETARIAL SERVICES
      Not later than 22nd July,2022

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    Part 1 - Position
    Communication Assistant (CA)
    Part 2 - Reports to
    Manager
    Part 3 - Place of Employment
    The position is based in the Kasigau Ranch head office in Kasigau, Taita Taveta, Kenya. The incumbent may be required to travel across the county or country as well as other countries of Kasigau Ranch's engagement if required.
    Part 4 - Structural Position
    The Communication Assistant is responsible and reports to the Manager who will assign duties as appropriate, under the overall supervision of the Executive Committee of the Board of Directors of Kasigau Ranch. The CA will cooperate with all personnel working in Kasigau Ranch, especially with the senior administrative and heads of departments, such as of Livestock, Conservation and Tourism, and the Administration. Close coordination is also required with the Manager and the Executive Committee lead by Chairman.
    Part 5 - Basic Function of Position
    The Employee serves as the CA of Kasigau Ranch with the responsibility for planning and executing all necessary communication and media functions.
    Part 6 - Major Duties and Responsibilities
    1. Providing support for Communication strategy and action plan and its implementation.
    2. Developing user friendly and high quality information, education and communication (IEC) material.
    3. Assisting the manager in preparing board papers and any communication related materials for the meetings, events, and functions.
    4. Translates communication documents as appropriates and maintaining complete files.
    5. Prepare periodic newsletter on company’s progress as well as updating of company website and social media handles.
    6. Carries out any other duties that may reasonably or exceptionally be required to ensure the smooth operation of Kasigau Ranch’s work and as assigned by the Manager.
    7. Assisting in the development of other communications products such as digital, print, audio and visual materials.
    Part 7 - Information / reporting
    The CA will submit the following information and reports to the Manager:
    Monthly communication work plan
    Weekly and Monthly communication activity reports
    Ad hoc reports on activities of interest of the Kasigau Ranch.
    Part 8 - Position Elements
    Supervision Received: Supervision by the Manager. Must be a self-starter and able to set priorities on work schedule.
    Available Guidelines: Basic guidelines include the Kasigau Ranch Corporate Communication Policy Manual, Human Resource Policy and Procedure Manual, Property Use Manual, etc. There are also a variety of unwritten policies, precedents and practices.
    Exercise of Judgement: Initiative and independent judgement is required by the incumbent in determining what needs to be done and the best working methods. Intensive co-ordination with the Kasigau Ranch members of staff is, however, essential. The incumbent should be versatile and flexible so as to quickly adapt to changing situations.
    Authority to Make Commitments: As delegated by the Manager.
    Nature, Level and Purpose of Contacts: Required to deal personally with peers and colleagues from Kasigau Ranch and other partner organisations.
    Supervision Exercised: the incumbent is responsible for daily coordination of the work of the information and communication department.
    Working hours and days: Monday to Friday from 08:00 to 17:30, Saturday from 8.30 to 12.30. May be required to work on weekends.
    Part 9 - Qualifications
    1. Diploma in Information and Communication Technology or its equivalent
    2. At least one (1) years working experience in a similar position
    3. Must be computer proficient and detailed knowledge in graphics and website designing
    4. Must demonstrate high levels of leadership skills and drive for success
    5. Good organizational skills.
    6. Strong planning and execution skills.
    7. Detail-oriented.
    8. Excellent time management skills.
    If you fulfil the above requirements, kindly forward your online application alongside your Curriculum Vitae to the Chairman on director@kasigauranching.com, Subject: Communication Assistant Position, or submit hardcopies of the same at our head office not later than 17.30 of 31st January, 2022.
    Only the shortlisted candidates will be contacted for interviews

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    Part 1 - Position
    Office Assistant (Receptionist)
    Part 2 - Reports to
    Ranch Clerk
    Part 3 - Place of Employment
    The position is based in the Kasigau Ranch head office in Kasigau, Taita Taveta, Kenya. The incumbent may be required to travel across the county or country as well as other countries of Kasigau Ranch's engagement if required.
    Part 4 - Structural Position
    The Office Assistant is responsible and reports to the Ranch Clerkr who will assign duties as appropriate, under the overall supervision of the Manager of Kasigau Ranch. The Office Assistant will cooperate with all personnel working in Kasigau Ranch, especially with the senior administrative and heads of departments.
    Part 5 - Basic Function of Position
    The Employee serves as the Receptionist of Kasigau Ranch with the responsibility for planning and executing all necessary front office functions.
    Part 6 - Major Duties and Responsibilities
    1. Communicate verbally and in writing to answer inquiries by visitors and clients in a kind and respectful manner, offer necessary information, direct visitors and clients to their scheduled appointments
    2. Answer all calls and direct them to the appropriate staff member
    3. Make appointments with visitors and clients, confirm appointments and make appointment reminders as needed.
    4. Contribute to Kasigau Ranch’s file management as well as monitoring and evaluation system in terms of collection, verification, database entry, and filing of data.
    5. Keep the reception and meeting room areas welcoming and tidy.
    6. Distribute all mails, memos and notices to the staff as directed by supervisor or Manager
    7. Make copies of forms and leaflets kept at Reception
    8. Monitor stock of office supplies
    Part 7 - Information / reporting
    The Office Assistant will submit the following information and reports to the Ranch Clerk:
    Weekly and Monthly office inventory
    Weekly and Monthly office supply request
    Correspondence, reports and documents
    Part 8 - Position Elements
    Supervision Received: Supervision by the Ranch Clerk. Must be a fluent speaker and able or quick to interpret information.
    Available Guidelines: Basic guidelines include the Kasigau Ranch Human Resource Policy and Procedure Manual, Property Use Manual, etc. There are also a variety of unwritten policies, precedents and practices.
    Exercise of Judgement:Initiative and independent judgement is required by the incumbent in determining what needs to be done and the best working methods. Intensive co-ordination with the Kasigau Ranch members of staff is, however, essential. The incumbent should be versatile and flexible so as to quickly adapt to changing situations.
    Authority to Make Commitments: As delegated by the Ranch Clerk.
    Nature, Level and Purpose of Contacts:Required to deal personally with peers and colleagues from Kasigau Ranch and other partner organisations.
    Supervision Exercised: The incumbent is responsible for daily coordination of the work of the front office.
    Working hours and days:Monday to Friday from 08:00 to 17:30, Saturday from 8.30 to 12.30. May be required to work on weekends.
    Part 9 - Qualifications
    1. Certificate in Receptionist, Customer Care, Secretarial or its equivalent
    2. At least one (1) years working experience in a similar position
    3. Must be computer proficient and detailed knowledge in Ms Word and Excel and Internet and Emails
    4. Fluent in Swahili and English
    5. Good organizational skills.
    6. Strong planning and execution skills.
    7. Detail-oriented.
    8. Excellent time management skills.
    If you fulfil the above requirements, kindly forward your online application alongside your Curriculum Vitae to the Chairman on director@kasigauranching.com, Subject: Office Assistant Position, or submit hardcopies of the same at our head office not later than 17.30 of 31st January, 2022.
    Only the shortlisted candidates will be contacted for interviews

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    Part 1 – Position
    Finance Assistant (FA)
    Part 2 – Reports to
    Manager
    Part 3 – Place of Employment
    The position is based in the Kasigau Ranch head office in Kasigau, Taita Taveta, Kenya. The incumbent may be required to travel across the county or country as well as other countries of Kasigau Ranch's engagement if required.
    Part 4 – Structural Position
    The Finance Assistant is responsible and reports to the Manager who will assign duties as appropriate, under the overall supervision of the Executive Committee of the Board of Directors of Kasigau Ranch. The FA will cooperate with all personnel working in Kasigau Ranch, especially with the senior administrative and heads of departments. Close coordination is also required with the Manager, Treasurer and the Executive Committee lead by Chairman.
    Part 5 – Basic Function of Position
    The Employee serves as the FA of Kasigau Ranch with the responsibility for planning and executing all necessary financial and accounting functions.
    Part 6 – Major Duties and Responsibilities
    (a) Accounting
    1. Maintaining the accounts, following relevant Kasigau Ranch regulations, in co-ordination with the Manager and Treasurer.
    2. Ensuring the management of the data file and the appropriate filing of the electronic and hard copies of the financial documents and reports.
    3. Preparing the monthly financial report based on the accounting application, with all necessary justifying documentation (invoice, bank slips, receipts, etc).
    4. Ensuring a regular monitoring of the Company expenditure.
    5. Carring out the calculation of the payroll, including overtime, for all Kasigau Ranch staff on the basis of valid employment contracts.
    6. Preparing the internal invoices for the personal use of ECHO assets.
    7. Maintaining payment record of all invoices received.
    8. Maintaining payee statement records for all suppliers.
    (b)Finance / budget
    1. Preparing the planning of the financial needs for forthcoming periods.
    2. Ensuring availability of funds in the office cash box by liaising with the Manager.
    3. Maintaining the petty cash box, with all due accounting and security precaution.
    4. Preparing the elements for the budget analysis.
    5. Maintains the budget forecast tool.
    6. Monitoring the development of expenditure, ensuring that budget overruns do not occur and prepares requests for possible amendments.
    (c) Others
    1. Translates financial documents as appropriates and maintaining complete files.
    2. Carries out any other duties that may reasonably or exceptionally be required to ensure the smooth operation of Kasigau Ranch’s work after approval of the Manager.
    Part 7 – Information / reporting
    The FA will submit the following information and reports to the Manager:
    -Weekly financial activity reports
    -Monthly income and expenditure reports
    -Monthly budgets
    -Ad hoc reports on situation and issues of interest of the Kasigau Ranch.
    Part 8 – Position Elements
    Supervision Received: Supervision by the Manager or Treasurer in the absence of Manager. Must be a self-starter and able to set priorities on work schedule.
    Available Guidelines: Basic guidelines include the Kasigau Ranch Financial Policy Manual, Human Resource Policy andProcedures Manual, Property Use Manual, etc. There are also a variety of unwritten policies, precedents and practices.
    Exercise of Judgement: Initiative and independent judgement is required by the incumbent in determining what needs to be done and the best working methods. Intensive co-ordination with the Kasigau Ranch members of staff is, however, essential. The incumbent should be versatile and flexible so as to quickly adapt to changing situations.
    Authority to Make Commitments: As delegated by the Manager.
    Nature, Level and Purpose of Contacts: Required to deal personally with peers and colleagues from Kasigau Ranch and other partner organisations.
    Supervision Exercised: the incumbent is responsible for daily coordination of the work of the finance department.
    Working hours and days: Monday to Friday from 08:00 to 17:30, Saturday from 8.30 to 12.30. May be required to work on weekends.

    Part 9 – Qualifications
    1. Diploma in accounting, Certified Public Accountant Section IV (CPAK) or it’s equivalent
    2. At least one (1) years working experience in a similar position
    3. Strong knowledge of bookkeeping.
    4. Must be compliant with Chapter 6 of the Constitution of Kenya;
    5. Must be computer proficient and detailed knowledge in Microsoft Excel and Accounting software (QuickBooks).
    6. Must have high analytical ,Planning and Budgeting experiences
    7. Must have a good understanding of Public Finance Management Act and related legislations, Public Procurement and Disposal Act and Regulations, Financial Reporting Standards, Pension Scheme’s Accounting Standards and any other relevant acts
    8. Must be familiar with Pension Schemes operations especially financial.
    9. Must demonstrate high levels of leadership skills and drive for success
    10. Good organizational skills.
    11. Strong analytical skills.
    12. Detail-oriented.
    13. Excellent time management skills.
    If you fulfil the above requirements, kindly forward your online application alongside your Curriculum Vitae to the Chairman on director@kasigauranching.com, Subject: Finance Assistant Position, or submit hardcopies of the same at our head office not later than 17.30 of 31st January, 2022.
    Only the shortlisted candidates will be contacted for interviews.

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    Partners

    Our Partners:
    Through memorandums of understanding and Standard Operating Procedures (SOPs), Kasigau Ranch works closely with a number of organisations (in support of our rangeland activities and for our neighbouring communities) including the following;