Britam Holdings Plc has appointed Celestine Munda as interim Chairperson of the Board and moved to nearly triple the ceiling on its Employee Share Ownership Plan (ESOP), in a pair of governance and capital decisions resolved at a single board sitting on 30 March 2026.
- •Munda, former Senior Partner at Ernst & Young and Country Managing Partner for EY Kenya and Risk Advisory Services Leader for Africa, has over 30 years of professional and leadership experience across EY, PwC, and Royal Dutch Shell.
- •At Britam, where she has sat as an independent Non-Executive Director since September 2022, she chairs the Board Audit, Risk and Compliance Committee, placing the company's lead governance figure for financial controls and capital oversight at the head of the table as it navigates its most consequential restructuring in years.
- •On the ESOP, the board resolved to seek shareholder approval to increase the plan's allocation from 2% to 5% of authorized and issued share capital, nearly tripling a ceiling in place since the ESOP Unit Trust was first registered following CMA approval in September 2017.
At the current share count of 2,523,487,000, the expansion lifts the maximum ESOP pool from approximately 50.5 million shares to 126.2 million shares, creating headroom for an additional 75.7 million shares to be made available to employees over the life of the plan.
All shares under the expanded plan will be acquired through open market purchases on the Nairobi Securities Exchange rather than through new issuance, leaving total shares in issue unchanged. The open market acquisition mechanism also provides a degree of natural support for the stock as purchases are executed over time.
The timing is deliberate with Britam having posted four consecutive years of profitability through FY2025, recovering from a KSh 9.112 billion loss in 2020 that had pushed consolidated accumulated losses to nearly KSh 11 billion at their peak. The consolidated balance sheet returned to positive retained earnings last year for the first time since 2017. Deepening employee ownership at this stage of the recovery, when the company is simultaneously clearing its balance sheet for a potential return to shareholder dividends, aligns staff and investor interests at a strategically meaningful moment.
The ESOP expansion requires CMA approval of a revised Trust Deed and Rules alongside a special shareholder resolution at the Annual General Meeting expected in mid-2026. Both conditions must be satisfied before the expanded ceiling takes effect.
The 30 March board sitting also resolved a proposed KSh 5.875 billion share premium reduction designed to eliminate parent company accumulated losses and reopen the legal path to dividends for the first time since 2019, making the day one on which Britam's board moved decisively across governance, capital structure, and employee ownership in a single session.
Munda's appointment follows the demise of Board Chairman Kuria Muchiru on 19 March 2026. It is subject to regulatory approvals, and will remain in place until the board communicates a substantive appointment.
