Kenya Electricity Generating Company (KenGen) has convened an extraordinary general meeting to seek shareholder approval for proposed changes to its governance framework, adding momentum to a broader effort to restructure listed state-owned enterprises. The proposed reforms target board composition, director eligibility, and appointment powers, signalling a renewed focus on corporate governance standards.
The amendments aim to formalise the structure of the board, introduce stricter rules on director tenure and rotation, and clarify the processes for appointment and election. KenGen is also seeking to permanently embed provisions for virtual shareholder meetings, electronic voting, and digital proxy submissions. These mechanisms, widely adopted during the pandemic, are now recognised under Kenyan company law.
Through the reforms, KenGen intends to align its Articles of Association more closely with the Companies Act and capital markets regulations, while more clearly defining the balance between government influence and the rights of minority shareholders.
The move mirrors a similar initiative by Kenya Reinsurance Corporation, which has also called a special general meeting to amend its Articles of Association. Kenya Re’s meeting, scheduled for 11 February 2026, will also be held electronically, although neither company has yet put its proposals to a shareholder vote.
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Despite shared objectives, the two firms have taken different approaches. Kenya Re is proposing a two-class share structure for governance purposes, going beyond KenGen’s strategy. Under Kenya Re’s proposal, ordinary shares would be split into Class A shares held by non-government investors and Class B shares held by the Cabinet Secretary to the National Treasury on behalf of the State.
Both share classes would retain identical economic rights, including dividends, capital entitlement, and voting on routine matters. The distinction applies solely to board appointments, with Class B shareholders electing a majority of directors and Class A shareholders appointing the remainder. The arrangement is intended to formalise State control at board level without altering the company’s capital structure or financially disadvantaging minority shareholders.
KenGen, in contrast, is not seeking to introduce multiple share classes. Instead, it plans to manage State and minority representation purely through amendments to its Articles, maintaining its existing single-class share structure.
These parallel reforms highlight the scale of government ownership across the Nairobi Securities Exchange. The State holds approximately 70% of KenGen and about 60% of Kenya Re, alongside sizeable stakes in firms such as East African Portland Cement, Kenya Power, Kenya Airways, Safaricom, KCB Group, and Eveready East Africa.
The outcome of KenGen’s February meeting is expected to serve as an early indicator of the direction and depth of governance reform across Kenya’s listed state-owned enterprises, as the push that began with Kenya Re gathers pace across the market.
