Kenya Reinsurance Corporation, which is listed on the Nairobi Securities Exchange, has unveiled a proposal to overhaul its share structure and revamp its board of directors.
To this end, the reinsurer has announced to shareholders a virtual Extraordinary General Meeting on 11 February 2026. The agenda includes amending the company’s Articles of Association to:
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split ordinary shares into Class A and Class B;
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the National Treasury to elect five directors and other shareholders, three; with one additional director appointed separately;
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reduce the board size to nine members from 11 with at least a third of the board to be independent non-executive directors;
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set the directors’ term of service at three years, renewable once, and
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introduce tighter independence and qualification rules.
Kenya’s state-backed reinsurer plans to lock in government control of its board through the governance overhaul that would introduce unequal voting power between shareholders while preserving equal economic rights, reported Kenyan Wall Street. The government’s current stake in the company is around 60%.
Under the plan, Class A shares would be held by public and institutional investors, while Class B shares be reserved for the National Treasury. Although both classes would enjoy identical economic rights, including dividends, they would carry different voting and governance powers.
The changes, when passed, would give the Treasury decisive influence over board appointments at the listed reinsurer.
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.