Kenya’s state-backed reinsurer plans to lock in government control of its board through a governance overhaul that would introduce unequal voting power between shareholders while preserving equal economic rights.
- •At the core of the plan is the creation of two classes of ordinary shares: Class A shares would be held by public and institutional investors, while Class B shares would be reserved for the National Treasury.
- •The company said both classes would carry identical economic rights, including dividends, but different governance rights.
- •The proposals, to be voted on at a February 11 Special General Meeting, would give the National Treasury effective control of board appointments at the listed firm.
Under the proposed structure, Class B shareholders would elect five directors, while Class A shareholders would elect three. One additional director would be appointed separately, bringing the total board size to nine, down from 11. The change would give the government a majority on the board, formalising control that already exists through its roughly 60% shareholding.
Kenya Re said the changes would not affect shareholder returns, but would align governance with ownership and regulatory expectations. Board decisions on strategy, risk, capital allocation, and executive oversight are determined by majority vote, making board composition a central source of control. For minority shareholders, the proposals preserve dividends and ownership value while reducing influence over long-term strategy, marking one of the most consequential governance shifts at Kenya Re since its listing.
The amendments also set director terms at three years, renewable once, and require at least one-third of the board to be independent non-executive directors. Independence criteria have been tightened to exclude recent employees, consultants, auditors, suppliers, and politically affiliated individuals, alongside minimum experience thresholds and constitutional integrity requirements.
The board would also gain full authority to appoint and remove the Managing Director, who would serve a three-year term renewable once and would not be subject to retirement by rotation.
Kenya Reinsurance Corporation Limited said in a notice dated January 15, 2026, that the virtual meeting will be held at 11:00 a.m. Shareholders will be asked to approve amendments to the Articles of Association that restructure share classes, reduce board size, and tighten director appointment and qualification rules.
Voting at the meeting will be conducted by poll, with participation via livestream, proxy, email, and USSD, and results published within 48 hours.
