Kenya Electricity Generating Company (KenGen) has announced plans to convene an Extraordinary General Meeting (EGM) in February to seek shareholder approval for a wide-ranging overhaul of its governance framework, including changes to board composition, director rotation, and eligibility requirements.
In a formal notice issued to shareholders, the state-controlled power producer said the EGM will be held virtually on Thursday, 12 February 2026 at 11:00 a.m., in accordance with provisions allowing electronic participation and voting.
The meeting will focus on proposed amendments to the company’s Articles of Association, which govern how KenGen is directed, controlled and managed.
The proposals, if approved, would represent one of the most significant governance updates undertaken by the utility in recent years, reflecting evolving regulatory expectations, public sector oversight requirements, and best-practice standards for listed companies.
At the centre of the proposed reforms is a restructuring of KenGen’s board of directors.
The company is seeking shareholder approval to formalize a board comprising six non-executive directors, including three independent directors, alongside executive representation.
Under the proposed amendments, the Cabinet Secretary responsible for Energy would continue to play a key role in board appointments, reflecting KenGen’s strategic importance to Kenya’s energy sector and its status as a company with significant government ownership.
The changes also seek to clearly define the distinction between executive, non-executive and independent directors within the company’s governance framework.
Independent directors, as outlined in the notice, would be required to meet specific criteria designed to ensure objectivity and the absence of conflicts of interest.
These measures are intended to strengthen oversight and enhance accountability at board level.
Another major item on the EGM agenda concerns the rotation of directors, a mechanism commonly used to balance continuity with renewal in corporate boards.
The proposed changes would introduce structured rotation cycles, requiring a portion of directors to retire at defined intervals while remaining eligible for re-election by shareholders.
According to the notice, this process would be conducted through a transparent, ballot-based system to determine which directors retire by rotation at each annual general meeting.
The amendments also set out limits on how long directors may serve, particularly independent directors, whose tenure would be capped to preserve independence and prevent entrenchment.
These provisions align with widely accepted corporate governance principles in both public and private sector entities.
KenGen is also proposing amendments to clarify the eligibility criteria for directors, including requirements related to professional qualifications, integrity and independence.
The notice specifies that individuals disqualified under applicable laws or those with conflicts of interest would not be eligible for appointment or re-election.
In addition, the role of the company secretary and the procedures for appointing and removing directors are addressed in the proposed revisions, with the aim of improving administrative clarity and compliance with statutory obligations.
The company said these changes are designed to ensure that the board remains capable of providing effective strategic direction while meeting regulatory and shareholder expectations.
In line with previous practice and evolving corporate norms, the EGM will be conducted entirely through electronic communication.
Shareholders will be able to attend, participate and vote remotely using a secure digital platform.
KenGen has outlined detailed procedures for registration, proxy voting and submission of questions ahead of the meeting.
Shareholders who are unable to attend virtually will be permitted to appoint proxies, including the chair of the meeting, to vote on their behalf.
The notice emphasizes that all resolutions will be decided by poll, rather than by a show of hands, ensuring that voting outcomes reflect actual shareholding proportions.
KenGen is Kenya’s largest electricity generator and a critical pillar of the country’s energy infrastructure, with a portfolio spanning geothermal, hydro, wind and thermal power.
As a publicly listed company with substantial government ownership, its governance arrangements are closely watched by investors, regulators and the wider public.
The proposed governance reforms come at a time when state-linked enterprises across Africa are under increasing pressure to demonstrate transparency, accountability and alignment with international best practices.
While the notice does not cite external drivers for the changes, the breadth of the proposed amendments suggests a strategic effort to modernize KenGen’s governance framework.
If approved, the changes would update long-standing provisions in the company’s Articles of Association, bringing them into line with current legal, regulatory and institutional expectations.
Shareholders have been encouraged to review the full text of the proposed amendments ahead of the meeting. Copies of the notice and supporting documentation have been made available through KenGen’s official channels.
The outcome of the EGM will determine whether the proposed governance reforms are adopted in full, amended, or rejected. The resolutions require shareholder approval to take effect.
The meeting is scheduled to conclude with any other business for which due notice has been given, after which the company is expected to formally communicate the results to the market.
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