Minority investors win bigger say in KenGen Board shake-up

Kengen Managing Director Peter Njenga and Chairman Alfred Agoi during the Extraordinary General Meeting in Nairobi, on February 12, 2026. [Wilberforce Okwiri, Standard]

Kenya Electricity Generating Company (KenGen) will be classifying shares in a new governance structure that will see minority shareholders have more power to choose their representative at the board level.

The changes which were adopted on Thursday during an Extraordinary General Meeting (EGM) will further see the number of board of directors reduce to nine from 11.

At least a third of them will be required to be independent non-executive directors.

Terms of service for the directors has also been limited to be in line with the Government Enterprises Act that stipulates a limit of six years, being two terms of three years each.

KenGen explains that these governance changes are designed to protect minority shareholder rights, improve transparency and ensure board effectiveness. They are also meant to streamline and align the company’s governance framework with the new Government Owned Enterprise Act, 2025.

The Act dictates that directors should be a minimum of five but not more than nine.

KenGen is 70 per cent owned by the government with the rest of the shareholding being held privately.

“For minority investors, the most consequential change is the introduction of a ringfenced voting mechanism which allows non-state shareholders to elect independent directors without participation from the majority shareholder,” reads the highlights of the meeting.

The changes also seek to reduce political affiliation at the management level of the company just as stipulated in the Government Owned Enterprises Act, 2025.

“Also under the new framework, independent directors must step down if they assume political office or become employees of government or state-owned entities, provisions designed to limit political exposure and perceived governance risk,” reads the highlights.

The highlights also show the company plans to formally classify shares into two categories: Class A and Class B. Class A are shares held by other public and private investors while class B are those held by the government through the National Treasury.

KenGen Board Chair Alfred Agoi said these changes are about predictability and trust.

“They strengthen independence at board level while preserving the government’s position as majority shareholder,” he said.

The company’s Managing Director and Chief Executive Peter Njenga said the all-inclusive governance structure gives management the clarity, confidence and accountability needed to execute and deliver results under the energy producer’s G2G 2034 strategy.

“KenGen’s strategic focus remains clear and unchanged,” he said. “We will continue to deliver reliable and affordable power to the nation, uphold the highest standards of operational excellence, and sustain strong financial performance.”

These changes have been prompted by a letter drafted by National Treasury Cabinet Secretary John Mbadi dated January 26, 2026, addressing all chairpersons and chief executives of state owned entities, that details guidelines of how the Government Owned Enterprises Act, 2025, should be implemented.

The Act replaces individual statutes, ad-hoc circulars and instruments that these agencies have been using for governance.

“The Government Owned Enterprises Act introduces strict governance reforms, including: Appointment of independent directors through a merit-based process, chairpersons elected from amongst the independent directors and Chief Executives appointed based on a professional criterion with clear performance targets,” reads the circular by the CS in part.