A governance overhaul at Kenya Electricity Generating Company is adding momentum to a wider restructuring of Kenya’s listed state-owned enterprises, after the power producer called an extraordinary general meeting to seek shareholder approval for changes to board structure, director eligibility, and appointment powers.
- •The proposed amendments seek to formalize board composition, tighten rules on director tenure and rotation, and clarify appointment and election processes.
- •The company is also seeking to entrench provisions allowing virtual shareholder meetings, electronic voting, and digital proxy submission, practices adopted during the pandemic and retained under Kenyan company law.
- •KenGen aim to align its governance framework with the Companies Act and capital markets regulations, while clarifying the balance between government control and minority shareholder rights.
The move follows a similar step taken by Kenya Reinsurance Corporation, which also issued a notice convening a special general meeting to amend its Articles of Association. Kenya Re’s meeting is scheduled for 11 February 2026, also to be held electronically. Neither company has yet put the proposals to a vote.
While the objectives are aligned, the mechanics differ. Kenya Re is proposing a two-class share structure for governance purposes, going further than KenGen’s approach. Under the proposals, Kenya Re’s ordinary shares would be split into Class A and Class B shares. Class A shares would be held by non-government shareholders, while Class B shares would be held by the Cabinet Secretary to the National Treasury on behalf of the government.
Both share classes would retain identical economic rights, including dividends, capital, and voting on ordinary business. The distinction applies only to director nomination and election. Holders of Class B shares would elect a majority of the board, while holders of Class A shares would elect the remaining directors. The structure is designed to formalise state control at board level without altering the company’s capital structure or diluting minority shareholders financially.
KenGen, by contrast, is not proposing a share-class split. Instead, it is seeking to manage state and minority representation through amendments to its Articles alone, leaving its existing single-class share structure unchanged.
The parallel initiatives underline the scale of the government’s footprint across the Nairobi Securities Exchange. The state holds about 70% of KenGen and roughly 60% of Kenya Re, alongside significant stakes in East African Portland Cement, Kenya Power, Kenya Airways, Safaricom, KCB Group, and Eveready East Africa.
The outcome of KenGen’s February meeting will be closely watched as a bellwether for governance reform across Kenya’s listed state-owned enterprises, with the utility now at the centre of a broader push that began with Kenya Re and is expected to extend further across the market.
