KenGen Chairman Hon. Alfred Agoi (right) consulting with KenGen Managing Director and CEO Eng. Peter Njenga (left) and KenGen’s Company Secretary and Legal Affairs General Manager, Austin Ouko (standing) during the company’s Extraordinary General Meeting held in Nairobi.
Nairobi, Thursday, February 12, 2026:
Shareholders of Kenya Electricity Generating Company PLC (KenGen) today approved sweeping changes to the company's governance framework in a move aimed at strengthening board independence and minority shareholder protections, as the state-backed utility seeks to bolster investor confidence in its long-term strategy.
The resolution was approved at a duly convened Extraordinary General Meeting held virtually, marking a significant moment for private investors who have increasingly sought to assert influence over capital allocation and governance discipline within Kenya's listed state-controlled entities.
KenGen, which supplies over 60% of the country's electricity, affirmed that the approved amendments do not dilute or alter the Government of Kenya's 70% ownership stake. Instead, executives framed the reforms as a structural upgrade intended to align the company with international governance standards for publicly listed firms with dominant state shareholders.
"These changes are about predictability and trust," the company's chairman, Hon. Alfred Agoi, said after the meeting. "For too long, there has been a perception that minority voices don't carry weight in state-owned enterprises. We are changing that. They strengthen independence at board level while preserving the government's position as majority shareholder. It's about getting the balance right."
At the core of the overhaul is a revised board structure that expands the role of independent directors. 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 that have historically concerned institutional investors.
For minority investors, the most consequential change is the introduction of a ring-fenced voting mechanism that allows non-state shareholders to elect independent directors without participation from the majority shareholder.
"We've been pushing for this for years," said James Mworia, who represents a coalition of institutional investors holding approximately 15% of KenGen shares. "When you invest in infrastructure-heavy companies, you're in it for the long haul. You need assurance that decisions are made on commercial grounds, not political expediency. This mechanism gives us that confidence."
Managing Director and CEO Eng. Peter Njenga said the reforms were intended to support disciplined capital allocation and operational performance as the company pursues an ambitious expansion agenda.
"Strong governance lowers risk premiums," Njenga told reporters after the meeting. "That matters when you are financing large-scale energy infrastructure over decades, as we plan to do between now and 2034. We're talking about geothermal expansion, hydro upgrades, and eventually nuclear; these are billion-shilling bets. Investors need to know their money is in safe hands."
The governance reset comes as KenGen continues to execute capital-intensive investments in geothermal, hydro, nuclear, solar, and wind power projects that require long-term funding visibility and stable policy backing. The company has signalled its intention to tap both domestic and international capital markets to finance parts of this expansion.
"For a company like KenGen, reputation is everything," said Agoi. "We're not just generating power; we're generating trust. Today, our shareholders sent a message that they believe in this direction. Now the real work begins."
The resolutions passed at today's meeting will take effect immediately, with the new independent director election mechanism expected to be tested at the next annual general meeting scheduled for later this year.
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