Kenya Reinsurance Corporation is proposing a major governance overhaul that would entrench government control of its board by introducing a dual-class share structure with unequal voting rights, while keeping shareholder economic benefits unchanged.
Under the plan, the reinsurer would create two types 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. Although both classes would enjoy identical economic rights, including dividends, they would carry different voting and governance powers.
If approved at a Special General Meeting scheduled for February 11, the changes would give the Treasury decisive influence over board appointments at the listed firm. Class B shareholders would elect five directors, compared to three elected by Class A shareholders, with one additional director appointed separately. This would result in a nine-member board, down from the current 11, and secure the government a clear majority, formalising control it already exercises through its roughly 60 per cent stake.
Kenya Re said the proposals would not dilute shareholder returns but would better align governance structures with ownership realities and regulatory expectations. Since board decisions on strategy, risk, capital allocation and executive oversight are determined by majority vote, the revised composition would significantly strengthen state influence. For minority investors, dividends and ownership value would remain intact, though their say in long-term strategy would be reduced, marking one of the most significant governance changes since the company listed.
The proposed amendments also limit directors to three-year terms, renewable once, and require at least a third of the board to be independent non-executive directors. Independence rules have been tightened to exclude recent employees, consultants, auditors, suppliers and politically connected individuals, alongside stricter experience and integrity requirements.
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In addition, the board would 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.
In a notice dated January 15, Kenya Re said the Special General Meeting will be held virtually at 11:00 a.m. Shareholders will vote on changes to the Articles of Association covering the new share classes, reduced board size and tougher director qualification rules. Voting will be conducted by poll, with participation via livestream, proxy, email and USSD, and results released within 48 hours.
