There is a special kind of cultural confusion that comes from visiting the United States a month before the World Cup. Not the Super Bowl. Not the NBA Finals. I mean the actual World Cup, the global sporting festival that turns entire nations into temporary psychiatric wards of joy, heartbreak and unprovoked street dancing.

Yet here I am in Atlanta and the pre-World Cup atmosphere is… muted. Whisper-soft. As quiet as a teenager’s room after you’ve switched off the home Wi-Fi.

Walking around downtown Atlanta, I have seen exactly one bar, just one, with football-themed décor. Parasols on the tables outside marked with the World Cup emblem and a beer themed offering titled “First Eleven” were notable. If you blink too enthusiastically, you’ll miss the only sign that the world’s biggest sporting event is around the corner. The 2026 World Cup is slated to be played in Canada, Mexico and the United States. Out of the sixteen cities in which the games will be played, eleven are located in the U.S. which is an interesting twist of hosting fate given that it is one of the least soccer spectator driven countries in the world.

A double whammy as it were, has hit the 2026 World Cup planning. Firstly is the Trump administration’s anti-immigrant policies, whose chickens are coming to a very public summer roost. According to a New York Times article dated May 4, last week, authors Henry Bushnell and Adam Crafton quote from a survey undertaken by the American Hotel and Lodging Association (AHLA). In the survey, close to 80% of respondents reported that bookings are tracking below initial forecasts, citing “visa barriers” and “broader geopolitical concerns” as among the top constraints in suppressing international demand for hotel rooms in the eleven cities. Further, potential visitors were felt to may be impacted by U.S. travel bans, which affect four countries competing in the World Cup – Senegal, Ivory Coast, Haiti and Iran, while nationals from three further qualifying countries – Algeria, Cape Verde and Tunisia – must deposit up to $15,000 in bond payments to be granted a tourist visa to enter the U.S. This is over and above the looming risk of the dreaded Immigration and Customs Enforcement (ICE) agents who’ve spent the last year rounding up non-US citizens and ignominiously throwing them into detention centres before a one-way ticket to an Ecuadoran hellhole of a prison.

The second whammy is the issue around the ticket prices. Because if the American street atmosphere is muted, the pricing is screaming. Loudly. In several languages. Inspired by who-knows-what and only God knows why, FIFA has embraced dynamic pricing, which is a polite way of saying “the price changes depending on how badly we think you want it.” Dynamic pricing is a common North American feature for airlines, concerts and sports event pricing. One moment a ticket is $300, the next it’s $1,200, and by lunchtime it’s priced like it includes a small equity stake in the stadium. Compare this to the Qatar 2022 World Cup where prices were stable, with the lowest category available to international tourists at $69 and the World Cup final match attracting a charge of $1,600 back then compared to the current prices drifting into the $11,000 trajectory!

The immutable paradox in all of this is the World Cup organizers giving Trump-esque statements. According to the same New York Times article quoted above, a FIFA spokesperson responding to the AHLA report “also argued generally that global demand for the 2026 World Cup is unprecedented, with more than five million tickets sold for the tournament and excitement continues to build for the largest sporting event on the planet.”

Based on my passing observations in the city of Atlanta, and anecdotal data from other non-Americans nearby, America is not excited. There is no energy, no noise, no flags, no billboards. The excitement level is about the same as a cat watching someone fold the laundry.

In most countries, the World Cup is not an event. It is a season. A mood. A national personality transplant. Productivity drops. Tempers rise. Flags multiply. Even people who don’t watch football suddenly become experts in formations, refereeing decisions, and the psychological fragility of their national team’s goalkeeper.

Maybe it’s coming. Maybe Americans are slow burners. Maybe they’ll wake up on opening day and suddenly discover that football is, in fact, the world’s most beloved sport. Or maybe they’ll continue treating it like a polite hobby, something you watch after brunch, before baseball and during halftime of the NBA playoffs.

The current FIFA administration’s inexplicable need to reprice tickets at a time when the biggest World Cup host country’s immigration policy is similar to the entry protocols at the Strait of Hormuz, which it is also blockading, will be a sideshow worth observing.

But maybe a miraculous Energiser rabbit will be pulled out of a hat. Who knows?

X: @carolmusyoka

The Nitpicker Podcast

The late Justice David Majanja was a brilliant legal scholar and highly respected within and beyond judicial circles. Known for his reasoned and well-articulated landmark judgements in human rights and public interest litigation, Majanja left an indelible mark on Kenyan jurisprudence. Following his death in July 2024, it came as a great surprise to many that a dispute would emerge over his estate, particularly since he had the prescient wisdom of leaving a written will. But perhaps Justice Majanja chose to continue educating us as part of his legacy, as the legal dispute has surfaced a personal administrative anomaly that should make us sit up and pay attention.

Let me begin first with some kizungu mingi (a lot of English). When you write a will and are subsequently promoted to glory in Kenyan-speak, you are deemed to have died testate. If you are promoted to glory without writing a will, you are deemed to have died intestate. By leaving a will, you help everyone and their brother since you make it crystal clear how you want your estate to be distributed. More importantly, a good lawyer will also guide you to ensure that all your dependents are taken care of in the will since the Kenyan Law of Succession Act is quite prescriptive about who the dependants are. Failure to consider your dependants will mean that your wishes can be tampered with by the courts, if an unhappy dependant emerges as having been left out or insufficiently provided for.

In the Majanja case, the court highlighted Section 111 of the Insurance Act which provides that a policyholder may nominate a beneficiary at the point of taking out the policy or at any time before it matures. Further, within that section, the Act provides that if the policy matures and said beneficiary or beneficiaries have been promoted to glory, then the proceeds become part of the policyholder’s estate. The court therefore found that Justice Majanja’s group life insurance policy as well as his employee benefits were to be considered an intestate part of his estate, since he had not specifically named a beneficiary to receive the proceeds in the first instance.
The view of the court was that insurance and employee benefits are “defined benefits” rather than claims that would arise from a legal action, what, in legalese, are called “choses in action”. Subsequently, since these benefits are defined, beneficiaries should be specifically provided for by the policyholder and/or employee in the event of their passing. If such person does not name a beneficiary, then this forms part of the intestate part of the estate and is now subject to the rules of intestacy. This means that letters of administration must be sought by a person or people to oversee the distribution of the intestate part of the estate.

All of a sudden, the living space of your earthly home becomes very busy. On the couch sits a set of executors who are managing the distribution of what you have put in your will. At the dining table sits another set of administrators who are managing the distribution of what you did not specify in the will. As an experienced succession lawyer told me, what Justice Majanja’s lawyer could have added, to avoid all the unfortunate post mortem drama, is a clause in the will that dealt with what is called the “residuary estate”. Such a clause provides for what happens to any assets of the deceased that may be acquired after the writing of the will, or that were not specifically mentioned in the will, thereby protecting those assets from intestacy.

If you are allergic to lawyers in your lifetime, or consider that thoughts and discussions imagining your death are treasonous, then a simple way to avoid postmortem drama is to do a few things. First, ensure you have named beneficiaries for your insurance policies and retirement benefits. Walk over the human resource department and ask them for one of the million forms that they have to name beneficiaries, more so in the event that your employer has a group life policy for its staff. Secondly, help your family survive the nightmare of your promotion to glory. Write a schedule of your assets. Update it annually. Keep it with a trusted friend if you don’t want your spouse to see it. But just make it easy for your family to find your things before the Unclaimed Financial Assets Authority inherits some of them. If you’re not going to write a will that says who gets what, then at the very least, let the who know what the what is!

X: @carolmusyoka

The Nitpicker Podcast

I am a shoat farmer. Shoats stand for sheep and goats. My shoats need feed which I grow on the farm. The feeds are super napier grass, maize and sorghum for silage and lucerne. Not to mention Boma Rhodes grass. Once harvested and stored, we put the feed through a milling machine to make cut them down to a manageable size for mixing into an optimal ratio and reduce wastage. I won’t bore you with the details, but the current Middle East conflict is now affecting my shoats. Why? Because the confounded milling machine is powered by petrol (whose price is about to go through the roof) and the next round of feeds is supposed to be grown with the assistance of fertilizer (which is about to go into shortage mode).

I therefore went down a research rabbit hole, trying to understand how we got here. How unsuspecting Laikipian shoats have found their survival linked to the hitherto unheard of Strait of Hormuz. I found a number of key terms that helped me get about a ten per cent understanding of the sheer complexity that is the Middle East conflict.

1. Zionism: Zionism originated as a Jewish nationalist movement in the late 19th century, aiming to establish a homeland for Jews in Palestine where Jews could return to their ancestral land and exercise their rights to self-determination. It was formally organized by Theodor Herzl at the First Zionist Congress in 1897, in Basel, Switzerland, though earlier groups like Hovevei Zion (“Lovers of Zion”) had already begun settling in Palestine in the 1870s. The movement led to the eventual creation of Israel in 1948, in the process displacing Palestinians who had lived on that land for centuries.
2. Islamic Republic of Iran: Established after the 1979 Islamic Revolution, they adopted a constitution that includes a preamble declaring Iran’s duty to support the just struggles of the oppressed against the arrogant in every corner of the globe. The “oppressed” has historically been taken to specifically refer to the Palestinians in their fight against what is regarded as Israeli aggression. In 2020 Iran’s parliament passed the “Law countering the hostile actions of the Zionist regime against peace and security”, a sweeping anti-Israel measure that bans all forms of contact between Iranian citizens, companies and institutions with Israel and reinforces Iran’s recognition of Palestine.
3. Palestine: The ones displaced by the Zionists. See 1. Above. The Palestinian Declaration of Independence, proclaimed in 1988, does not recognize the legitimacy of the Israeli state.
4. Syria: Israel’s neighbour who, following the 1967 Six Day War, lost a territory called the Golan Heights, which was subsequently officially annexed by Israel in 1981. Consequently, the 2012 Syrian constitution specifically states in its preamble that Syria is committed to resisting Zionism and supporting liberation movements across the Arab world. The constitution also specifically lays a claim to the annexed territory.
5. Non-State Actors: Enter stage left Hezbollah and Hamas. These are the supporting characters in this decades long drama. Hezbollah was established in 1982 during the Lebanese Civil War, in response to the Israeli invasion of Lebanon. It is based in Lebanon, particularly in the southern regions and in the capital city of Beirut. Its ideology incorporates both religious beliefs and political goals, aiming to resist Western influence in the region and support the Palestinian cause against Israel. Hamas was founded in 1987 during the first uprising against Israeli occupation. They are primarily based in the Gaza Strip but also have a presence in the West Bank, the two areas where Palestinians have been forcefully sequestered into. Refer to 1 above. Both Hezbollah and Hamas have been involved in armed resistance against Israel.
6. Proxy War: Historically Iran did not fight Israel directly. The non-state actors required financing to maintain consistent militancy against Israel using modern weapons. As it is believed that the financing was Iranian based, Iran’s beef with Israel was essentially outsourced. This was until February 28th 2026, when the war was brought out of the shadows.
7. Arab States: The other guys in the school playground. The neighbours who have stood on the sidelines as Gaza was pounded into gravel and dust. The ones who have anticipated this beef would materialize one day and got a Big Brother to offer protection via military bases on their turf. Their turf has now turned into the grass in a savannah that is trampled on when two elephants fight.
8. Big Brother: Well, this explanation is entirely up to you. But having read all the explanations above, one does have to ask oneself, what is this party doing in a military theatre, thousands of miles away, with no contiguous proximity to its borders? To help you navigate the answer, just follow the oil – sorry – money.

X: @carolmusyoka

The Nitpicker Podcast

I love dogs. I have had a Jack Russell terrier (JRT) for the last six years. He is about 10 inches high and weighs about 7 kgs. I recently moved him to a new location where he met with another dog, part Rhodesian Ridgeback and part Boerboel (RRB), who weighs about 70kgs and is about 30 inches high. They are both alpha males. JRT’s are known to be bold, tenacious and highly spirited. What they lack in size, they make up in ego and bravado and, inevitably, JRT engaged RRB into a fight. That pipsqueak came within a whisker of death and had to get lifesaving surgery. You’d think he learnt a lesson having tried to rumble with an enemy ten times his weight and three times his height? No. Two months later, they had another violently physical confrontation and JRT came within three whiskers of death, ending up back in pet hospital. JRT does not see size when he comes face to face with RRB. He sees territory. And he will fight to the death to protect what he deems as his space.

Watching Iran take on the United States (US) in the current Gulf war reminds me of these two dogs. The US has always given the impression that it has the world’s best defence industry and military might. It has the loudest bark that has been heard in Korea, Vietnam, Iraq, Afghanistan and Libya to name a few. It has the biggest bite, and if you don’t believe it, ask the Venezuelans who woke up one morning and found their President had been mysteriously carted away overnight – accompanied by his better half – since the Americans strongly respect the institution of marriage. It’s the big dog, the Rottweiler, that can walk into any jurisdiction, sniff around and then water the ground to mark its territory. At least that’s what the February 28^th 2026 joint US and Israeli military campaign against the Islamic Republic of Iran is demonstrating.

Iran, on the other hand, has been giving JRT vibes. A small dog compared to the US and one that is not afraid to sabre rattle by occasionally launching missiles into Israel, attempting to build nuclear warhead capacity and funding regional proxies in the volatile Middle East region. Given its performance over the last four weeks of the war, especially the scale up in attacks on Israel after the holy month of Ramadhan ended on March 20^th, perhaps Iran’s size as an enemy has been grossly underestimated.

Consequently, the Iran war has introduced a new lexicon of terms that are worthwhile to mention:

1. “Off-Ramp”: An off ramp is a designated exit that allows vehicles to leave a highway or expressway and ease into a local road. In conflict terms, it is a pathway aimed at de-escalating tensions, allowing parties to retreat or disengage without losing face. The Americans went into the war without obtaining the necessary internal congressional approvals, together with the fact that the billions of taxpayer dollars are funding a war in a distant region that makes no political sense to the average taxpayer. Hence commentators are gleefully reminding observers that an “off-ramp” is now being actively sought. One that allows the United States to get off the hubris lined expressway and negotiate their way onto the road of alleged victory over a grossly underestimated enemy.
2. “Decapitation”: A strategy aimed at removing the leadership or command structure of an enemy. Political leaders, top generals and command centres are eliminated to destabilize the opponent’s ability to fight. It then begs the question: if indeed a decapitation occurred in the first weeks of the attack, who then will sit on the “off-ramp” negotiating table?
3. “Devolved Military Regime”: The Iranians have been planning for this war for a long time. So much so that they have business continuity plans in the event of a decapitation. A dualized military structure in the form of a regular army and the Iranian Revolutionary Guard Corps, seemingly with autonomous decision-making, has ensured that its missile striking capacity has continued from various locations. Following the decapitation, the “centre” as it were, is not unravelling as planned. It turns out the Iranian leadership is a multi-headed hydra. Once again, how then does an off-ramp become feasible?

We have a sad situation of several devolved Jack Russell terriers on the loose against a massive Rottweiler of an interloper. They are tenacious, cunning and on home ground. Meanwhile the rest of the world, which doesn’t have a dog in this fight, suffers the painful fallout of higher oil prices, looming fertilizer shortages and, closer to home, loss of markets for our tea and floriculture in the Middle East. We can only adopt the same attitude we adopted during Covid-19: Wait and see. Meanwhile back at dog central, I relocated JRT from his war zone and brought him back home. Left unchecked, his ego would have taken him to dog heaven. He lives to fight another day.

X: @carolmusyoka

The Nitpicker Podcast

On 16th of January 2026, the High Court brought to an end a 30-year-old succession drama following the death of a wealthy patriarch in 1980, sixteen years prior to the start of the High Court case. The Netflix worthy drama in Succession Cause Number 176 of 1996 starred the late Chemwok Chemitei, his five wives, 31 children, and 253.72 acres of prime farmland that was the basis of the movie themed “Land disputes are the only inheritance guaranteed to outlive heirs.”

Chemwok, like many patriarchs of his era, practiced the “house‑based” system of equity. Each wife got her parcel, each household its domain. House 1 had 92 acres, House 2 had 22 acres etc. To traditionalists, this was fairness: you measure by household, not by headcount. But then came the 2010 Constitution, with its shiny Article 27 declaring equality for all individuals. Suddenly, the math changed. Justice Nyakundi looked at House 1’s children inheriting 13 acres each while House 2’s offspring scraped by with less than three. He called it “gross inequality.” Cue the Great Equalization.

The court’s solution was simple and mathematically elegant: divide the land equally among all 31 children. Each gets 8.18 acres, no matter which mother bore them. The court even ordered “physical transfers” of land, House 1 had to surrender 35 acres to House 2 for instance, just to make the math balance perfectly. Equality achieved, applause all around. Except, truth be told, an 8‑acre plot is a lifestyle farm, not a large scale farming business. Equality may satisfy the Constitution, but it starves the economy of large tracts of land that have greater economic benefit from a food production perspective.

Now, here’s the kicker. The heirs didn’t have to divvy up the land into smaller pieces. The judgment offered alternatives: cash compensation instead of soil redistribution. Houses with excess land could pay those with less, keeping the big farms intact. Families could stay on their habitual residences, avoiding relocation chaos. But 30 years of a court case had already demonstrated that consensus was always going to be elusive.

Now put on your governance and business continuity hat on here. Imagine if the heirs had agreed to treat the estate like a company. Each child gets shares, dividends flow from farm profits and the primary asset, being fertile land, is preserved for the benefit of future generations. Of course, that would presume that the family would have the wherewithal to set up the appropriate governance structures that separated family from management, hire professionals to run the farm or to lease the farm to an established agribusiness and enter into a profit share for onward distribution to shareholders.

One can argue that not all families can come together to do business together when the patriarch dies. The patriarch would have been the unifying factor that would drive the vision to set up a productive vehicle through which his heirs would benefit post-mortem. But we must also remember this was back in the late 70s, and the founder’s passing in June 1980 pre-dated the passing of the new constitution 30 years later in 2010 that has driven this “equitable” outcome of asset distribution.

The case also featured a subplot: land bought by the widows after Chemwok’s death, using proceeds from sale of Chemwok’s cattle. Registered in their names and shared among the five houses, these parcels were excluded from Chemwok’s estate by the High Court. Two daughters argued they should be included under a “resulting trust.” However, the judge disagreed as evidence was fuzzy, intent unclear and, besides, the widows had held the titles in their own names for decades.

So, what do we learn? First, that succession law is where lofty constitutional ideals collide with gritty economic realities. Secondly, that courts can offer flexible frameworks such as cash compensation or profit‑sharing, but families often choose litigation over consensus. Third, that Kenya’s obsession with title deeds is already undermining its agricultural potential. Classic examples are visible with the dissection of agricultural land in Kiambu, Kajiado, Laikipia, Kilifi and wherever land hungry Kenyans are craving for a 50m by 100m piece of pie. In this succession cause, thirty‑one equal owners may feel empowered, but none can run a farm that feeds the nation.

In the end, the Chemwok heirs got their equality. Each stands proudly on 8.18 acres, equal in dignity, equal in title, equal in limitation. The case should give land and business owners some food for thought. What is the best gift one can give their children and subsequent progeny to ensure hard earned assets are used wisely postmortem? Perhaps the most equitable inheritance is a set of assets generating a cash income for all beneficiaries in posterity.

X: @carolmusyoka

The Nitpicker Podcast

It started off like any normal travel day. Get up, hustle through morning traffic to Jomo Kenyatta International Airport (JKIA), put on a game face as one goes through the first vehicular security check at the main entrance to JKIA, reset the game face as one goes through the second security check at the entrance to Terminal 1D, then reboot the by‑now non‑existent game face as one goes through the third security check at Terminal 1D, and finally sit in blessed relief on a plastic chair sipping coffee. My Malindi flight was at 10:45hrs but, being time‑pedantic, I had gotten to the airport by 08:00hrs so that I could do some work on my laptop.

I was so engrossed in my work that I didn’t notice the seats around me had filled up and people were milling in groups along the poorly ventilated corridors. The collective body heat and mounting anxiety jolted me out of my work reverie. There was a problem. The announcement came over the speakers: flights were delayed due to industrial action by the Kenya Aviation Workers Union. By the end of that day, a few lessons in corporate politics had been imparted on the thousands of travellers flying into and out of JKIA.

Lesson One: The Small Guy Is Actually the Big Guy

At about 11:00hrs, the 07:30hrs first flight to Malindi was called. Passengers were told to prepare to board but instructed to use the bathrooms first, as the toilet facilities on the plane would not be available. So a few hightailed it to the bathroom. Passengers, including a number of my colleagues, got ready to board the airplane parked on the tarmac right in front of us next to several other idle planes. Boarding started at 12:30hrs, ninety minutes past the first call to board. Those who had used the bathroom consequently had to go again. (It’s an airline industry safety rule: once the plane begins taxiing, the toilet facilities cannot be used until the plane is airborne.)

The plane left its parking bay and moved to the runway. Then it sat there for another solid two hours before being given clearance to take off around 14:30hrs, and those with weak bladders, stretched to their biological limit, could finally stumble to the commode for relief. The same experience was happening for a few of the other international flights that were eventually given a green light to leave.

On this day, travellers through JKIA learnt that it is the air traffic controller who gives the necessary green lights for passenger boarding, for planes to taxi to the runway, and eventually for planes to approach the runway for take‑off. Interestingly, you never see the air traffic controllers, but they see you. And they control each and every step of your trip, including when and how you will use toilet facilities. Sit with that for a while.

Lesson Two: JKIA is a Venn Diagram

I met senior Kenya Airports Authority (KAA) staff walking around the terminal while literally stepping over prostrate passengers lying on the floor to ensure there was some level of order in the chaos. The unflappable Kenya Airways and Jambo Jet staff at Terminal 1D were the picture of patience, with frustrated passengers screaming at them, and around them, all day. What we saw was the benefit of crisis management training checking in.

By 19:00hrs, our 10:45hrs flight, together with dozens of other flights, was cancelled and we were told to come back the next day. But I was suffering from post‑traumatic stress disorder (PTSD) and the thought of spending a second day at the airport made me gag a little in the back of my throat. Without speaking to each other, a large number of us found ourselves at the SGR Terminus catching the 22:00hrs train to Mombasa. The conspicuous airline tags still attached to our luggage were the dead giveaway of our shared victimhood, and we gave each other silent nods of acceptance of our fate: in the face of a travel crisis, find the option that keeps you moving.

I have to give it to the air traffic controllers. They won. Hands down. They picked the week when schools were on mid‑term with both domestic and international tourist travel at a high peak. They delayed incoming flights, putting many on a holding pattern waiting to land. They delayed outbound flights, ensuring that passengers on the few flights that departed sat on the tarmac in hot, sweaty cabins with no toilet facilities allowed while awaiting departure. They got the attention of the bigwigs in the national government, bigly.

On Monday February 16th 2026, JKIA was an unmitigated disaster, and the knock‑on financial and operational effects on the airlines flying out of there as well as the stress on the KAA management was unprecedented. My key takeaway was this: never, ever underestimate the role of a hitherto invisible employee in an ecosystem. They can bring down an entire interconnected economic zone—with a snap of their fingers.

X: @carolmusyoka

The Nitpicker Podcast

If you’ve ever wondered whether the British royal family is a family business or a soap opera, the answer is simple: it’s both. The Windsors call themselves The Firm for a reason. They are a multibillion‑pound enterprise with castles as offices, corgis as mascots and taxpayers as reluctant shareholders. And like any family business, they have that one cousin who doesn’t just stretch the definition of black sheep, he dyes the wool, sets it on fire and trots it across the evening news. Enter Andrew Mountbatten, the artist formerly known as the Prince.

King Charles III inherited not just a crown but a corporate governance nightmare. Imagine stepping into the chairman role of a family conglomerate only to discover that your brother has been accused of conduct so scandalous it makes HR policies look like they are printed on kiosk grade serviettes. How does the Chairman of The Firm handle a board director who has gone rogue?

Charles did what any seasoned head of a family business would do: strip the errant executive of their title. By removing Andrew’s “Prince” badge, Charles effectively downgraded him from board director to disgraced ex‑employee. It was the royal equivalent of revoking an executive’s company credit card and company issued Toyota Land Cruiser.

But governance is not just about disciplining wayward executives; it’s about managing shareholders. And in this case, the shareholders are the British public, who fund the Windsor empire through taxes. Moving Andrew from the taxpayer‑funded Windsor residence to the privately owned Sandringham estate was a masterstroke of shareholder relations. The message was clear: “Dear shareholders, your money will no longer subsidize his lifestyle. He is now a private liability, not a public one.” In governance terms, Charles ring‑fenced the risk.

By moving the problem to a private estate, the King ensured that Andrew’s arrest last week did not become a “public nuisance” at a state monument. Instead, it became a private family matter handled by public authorities, a distinction that kept tourists (the customers) happily buying fridge magnets at Windsor while the real drama happened behind the Sandringham hedgerows. Charles signalled that his loyalty is to the public, the “shareholders” as it were, and not the “VP of Trade” who allegedly shared confidential UK government trade reports with American financier, Jeffrey Epstein.

In stripping Andrew’s HRH status, essentially giving him the “You’re fired” memo, Charles paved the way for accountability and demonstrated that he could be a ruthless leader committed to fixing the massive PR deficit that the Firm’s brand was enduring. Without the shield of princely privilege, Andrew became subject to the same legal processes as any other citizen. It was less about justice and more about optics: the Chairman demonstrating to shareholders, “Relax, I’m not running a circus, I’m running a business.”

The Firm’s board meeting quite likely went like this:

Meeting: The Firm Emergency Board Meeting
Date: The day Andrew became a liability too big to ignore

• Agenda Item 1: Title Management
  Resolved: HRH status revoked. Branding risk reduced. Shareholder applause anticipated.
• Agenda Item 2: Housing Strategy
  Resolved: Relocate subject from Windsor (shareholder‑funded) to Sandringham (private asset). Risk ring‑fenced. Shareholder outrage hopefully neutralized.
• Agenda Item 3: Arrest Contingency
  Resolved: CEO to issue statement emphasizing equality before the law. Spin doctors to prepare “no one is above governance” talking points. Comptroller of Buckingham Palace to ensure no public events booked in Chairman’s diary for at least two weeks henceforth to spare him the ignominy of being heckled.
• Any Other Business:
  Noted: Subject’s corgis remain loyal.

Minutes approved by: Chairman Charles III.

The saga offers great lessons in corporate governance:

1. Titles are not shields. In family businesses, nepotism often protects incompetence. Charles showed that even bloodlines can be ignored when reputational risk outweighs loyalty.
2. Shareholder optics matter. Moving Andrew out of Windsor was less about logistics and more about signalling to taxpayers that their money would not be funding the royal equivalent of a severance package for bad behaviour.
3. Timing is strategy. Stripping Andrew’s title, before his ‘public interest’ motivated arrest, was like a pre‑emptive audit. It positioned the monarchy as proactive, a word rarely used in the same sentence as “royal crisis”.

Andrew’s downfall is a reminder that even in the most gilded of boardrooms, governance is about protecting the brand, appeasing shareholders and ensuring the family business survives another generation. The Firm may be centuries old, but its governance challenges are timeless. And if you’re wondering whether the monarchy is a soap opera or a corporation, remember: in Britain, it’s both. The only difference is that the shareholders don’t get dividends, they get pageantry and millions of pounds in tourism revenues.

X: @carolmusyoka

The Nitpicker Podcast

The phrase “brevity is the soul of wit” comes from William Shakespeare’s play Hamlet. It is spoken by the character Polonius, a verbose and pompous courtier.

The meaning of the phrase suggests that the essence of wit, intelligent humour or cleverness, lies in being concise. In other words, expressing thoughts clearly and succinctly often demonstrates greater intelligence and creativity than long-winded explanations. The phrase has since become a common expression used to emphasize the value of brevity in communication.

Part of my daily work entails working with boards to undertake board evaluations, a way for boards to do an intensely honest self-assessment of how they performed over a period of time. What has become an increasingly irritating pain point for many board directors over the last ten years is the size of board packs being produced by management. The purpose of a board pack is to provide information about a reporting period, typically a quarter, which includes financial, operational, risk, strategic initiatives, human resource, legal and regulatory updates and a whole slew of vital company information that enables a board director to perform their governance role.

As doing business becomes more complex and regulatory rigor becomes even more invasive, management in many organizations struggle to determine what to put in and what to leave out in board packs today, which will ensure that directors are not only kept informed, but also won’t turn around and say, “Why didn’t you tell us about that?” Management become card carrying members of the “Cover Your Backside (CYB)” information club and board packs become digital reams of paper saying many things, while saying nothing new at all. Technological advances over the last decade have forced board packs into the digital age via board platforms that are highly secured to prevent confidential data from being shared. While that is a good thing, it prevents busy directors from lifting a 30 page paper and putting it through an artificial intelligence (AI) tool to reduce the document into a palatable one page summary. Thus, many directors are reduced to becoming speed readers, sifting through mountains of verbose information to try and glean what is being communicated in a not-so-effective way.

So, to my colleagues in executive management, here’s a thought: your team members are more than likely using a computer to put your department’s board pack together. Ask them to click on the “AI Assistant” button to make an executive summary of the document. An executive summary is designed to inform decision makers about the most critical aspects of a document so that they can quickly grasp the main idea and make an informed decision. At the top of the page, indicate to the reader if the paper is “For Your Approval” or if it is “For Your Information”. Your reader will bless you abundantly under their breath because you have just helped them to decide if they are going to read your paper first thing in the morning when they are clear headed and sharp enough to assess what their being asked to approve, or read it in the evening when they need a sleeping aid in the name of a report on the five trees that were planted as part of the corporate tree planting CSR initiatives for the year.

An executive summary should be 10% or less of the total length of the document. If it can be reduced to a one pager, you’re a leading candidate for the most valuable player award in the Brevity Hall of Fame. It typically looks like this:

Introduction: A brief statement of the purpose and scope of the document.

Highlights: Key findings, insights or data. If in bullet point rather than paragraph format, you’ll find a happily receptive audience.

Request or Recommendation(s): State the “Approval Ask” or provide a rationale for the FYI update.

Conclusion: Summarise your summary in a summarised manner. (See what I did there?)

And for the love of God and country, please use simple language? Here’s a free example to test on your AI tool. Insert this impossibly jargonic CYB sentence and ask your tool to reduce it to ten words.

“In light of the recently conducted fiscal analysis, the organization is experiencing a significant downturn in financial performance metrics, primarily attributable to suboptimal revenue generation and unforeseen market volatility. Therefore, it is essential to implement a robust strategic pivot aimed at recalibrating our operational framework and leveraging synergies within our core business units to facilitate an upward trajectory in profitability, thereby ensuring alignment with shareholder expectations and long-term value creation.

Your AI tool will likely summarise it thus: “We’re facing poor financial performance and need to adjust strategies.” The End.

Brevity is the soul of wit. Try it!

X: @carolmusyoka

The Nitpicker Podcast

The dictionary defines the word “chairman” as a person chosen to preside over a meeting. But it is imperative to note that there is no school that I know where “how to be a board chairman” is taught for at least a year, because that’s how long it takes to get a good sense of what it takes. You see, an average board meets quarterly, providing an opportunity for the lady or gent to practice the chair craft at least four times a year. But the truth is, it takes more than four meetings to get the hang of chairing an organization. The hang of what, you ask? Herewith a couple of tips:

1. Good chairs speak last

While a chair should lead a discussion, what that leading entails is creating an open space for all voices in the room to be heard, including the dissenting ones. A good chair ensures that members around the table don’t fall into fatalistic group think that avoids someone from asking, what could go wrong? Leading the discussion does not mean giving the opening, middle and closing remarks thereby drowning out other voices in the room. As is often the case in social dynamics, no one wants to go against the perceived leader and if the chair voices her opinion at the start of a discussion, it is highely unlikely that anyone will want to give an opposing view. They may have a very strong opposing view, but they certainly won’t voice it, at least not at the beginning.

For directors used to having a say in all meetings, converting into a chair role is a quantum mental leap as you now have to learn to sit back, wait until everyone who needs to speak has spoken and then summarise what you have heard in terms of building the consensus. Becoming a chair means chewing your lower lip and sitting on hands in silence as others air their views, including the nonsensical statements. It means bringing a discussion to an end skilfully, without stepping on directors’ toes.

2. Good chairs are brilliant timekeepers:

A good chair will have gone through the agenda with the CEO beforehand. The meeting before the meeting, if you will. He will know which agenda item will be controversial and which one will be a breeze and will ensure that the controversial items are put right at the end, just before “AOB” and lunch. A shrewd chair will have engaged, beforehand,  the director that he knows will raise the biggest stink about said agenda item. Such engagement will include ego stroking aphorisms like “Tom, I’d like your opinion about this issue as you have quite a bit of institutional memory/subject matter expertise relating to it.” This prior engagement will ensure that any sticky issues have been addressed by the CEO by the time the issue is being tabled and that Director Tom will have fallen in line accordingly. If this fails, reduce the time for the mid morning coffee break, starve your directors by not having any carbohydrates or sugar at the snack table and short the airconditioning fuse, so that the room is exceptionally hot. You are guaranteed, as a chair, that board members will be ready to flee the room by the time agenda item 12 of 15 comes round.

A good chair also knows when an issue should be discussed at either a committee of the board, or by shareholders and will guide the board accordingly if he feels that they are wasting too much time on something that can be dissected ad nauseaum by the relevant committee or determined by the shareholder as the issue is above the paygrade of the directors. The latter is critical, as I have witnessed the board seize itself of a matter that was really not their concern, and the Chair gets a not-so-gentle telephone reminder from the principal shareholder reminding him that the board has overstepped its bounds.

3. Good chairs are neutral

If you, as the chair, strongly feel that the decision on the table should lean in a certain way, it becomes tricky because you are taking a side, rather than being a neutral arbiter. A quick and dirty way to get the collective to make the decision you are seeking is not to be the prosecutor of the case. Amplify the voice of those making the case that you favor and give them more airtime, encouraging them to convince the dissenters without explicitly doing so yourself. If the matter gets too hot, stand it over for discussion at the next meeting and use the intervening time to get the CEO or another director to prosecute the case. After all, the chairman never gets his hands tainted in any fray.

X: @carolmusyoka

The Nitpicker Podcast

It is that time of year again. The time when the air in Nairobi thickens with the scent of auditors combing through a year’s worth of shaky numbers and the collective, desperate rustle of job application letters in weary anticipation of a negative 2025 performance rating.

As the CEO of a top tier manufacturing company, I am frequently asked what my “New Year Resolutions” are. My Board asks because they want to see “growth mindsets.” My HR Director asks because she’s trying to build a “culture of wellness.” Even my personal assistant asked, but I suspect she’s getting tired of wiping the crumbs off my desk from the Danish pastry that I secretly eat every day since I went on this confounded doctor-imposed diet.

Let me be clear: I do not do resolutions. Resolutions are for middle management. They are for people who believe that a calendar flip can magically fix a monumental personality deficit. As the captain of this corporate ship, I’ve decided that for 2026, my resolution is to stay exactly as I am. So here is my non-resolution list for the coming year.

1. Radically Reducing My “Listening” Footprint

In January last year, the head of HR gave me my 360-degree feedback from my direct reports. I was told I needed to be a “better listener.” I tried it for forty-five minutes during a town hall in Q3. It was exhausting. I heard things about “work-life balance” and “the rising cost of ugali.”

This year, I am pivoting to Active Ignoring. I’ve realized that if I listen to everyone, I might accidentally empathize, and empathy is a notorious drag on EBITDA. My goal is to achieve a state of “Uninterrupted Monologue.” If you see me nodding while you speak, please don’t be fooled, I am simply timing my next interruption to the beat of my own genius.

2. Strategic Hibernation of the “Open Door Policy”

I’ve noticed that my “open door policy” has led to people actually walking through the door. This is a massive breach of my personal efficiency. In 2026, the door remains open, but I’ve instructed the facilities team to install a small, decorative moat just inside the threshold. Or perhaps a very confusing bead curtain. I want to remain “accessible” in the same way a mountain peak is accessible: technically possible to reach, but you’ll likely lose a toe to frostbite on the way up.

3. Mastering the Art of “Vague-Tech” Jargon

I realized recently that I still understand some of the words I use. This is a failure of leadership. To truly inspire awe (and fear) in the boardroom, I must become entirely incomprehensible.

I will no longer “sell products.” We will “leverage synergistic ecosystemic touchpoints to facilitate value-crusted frictionless transitions.” If a Board member asks for a profit margin, I will simply stare into the distance and whisper, “The blockchain knows no hunger.” They won’t understand it, but they’ll be too embarrassed to ask for clarification.

4. Fitness (For Others)

People keep talking about “health is wealth.” As a CEO, I prefer “Wealth is Wealth.” However, I will support the fitness movement by being more demanding. I’ve found that screaming into a speakerphone provides an excellent cardio workout for my subordinates. My resolution is to ensure my team hits their 10,000 steps a day—mostly by running back and forth to the printer because I refuse to read anything on a screen.

5. Sustainability (of Self)

There is a lot of talk about ESG what-not. Thank God for that Trump fellow completely trash talking all these 21st century high falutin theorems like diversity, inclusion and climate change. Personally, I am fully committed to the “E” for Ego, where mine must be stroked constantly by those beneath me. I stroked my predecessor’s ego long enough to ensure I was his only succession plan, while wanting to vomit in the back of my throat every time I had to lie to him that he was a brilliant strategist.  I am committed to the “S” for Self-Preservation. I will sustain my current lifestyle by ensuring that any “tightening of belts” happens at least three pay grades below mine. I am also committed to the “G” for Gubernatorial aspirations. Our raw material source markets in certain counties, including my own home county, have significantly elevated my profile when I make the compulsory annual stakeholder engagement tours. What better way to launch a governor career than to ensure that my next 2 years before retirement is spent with the farmers as this company “supports” their initiatives?

In conclusion, to my fellow C-suite residents: stop trying to be “better.” Being “better” implies you weren’t already perfect when you received your last bonus check. Let the plebeians drink their sugarless black tea and wake up at 4:00 AM to meditate. Us guys at the top, we roll different!

X: @carolmusyoka

The Nitpicker Podcast

Family businesses are curious beasts. They begin with a patriarch’s sweat and vision, then morph into dynasties that either implode under the weight of entitlement or soar into the stratosphere of global capitalism. Today, we explore two families who have left indelible marks on industry: the Quandt family of Germany, which is the majority owner of the luxury car brand BMW, and the Tatas of India.

BMW’s story begins in 1916, born from aircraft engine makers Rapp Motorenwerke and Gustav Otto’s Flugmaschinenfabrik. The company thrived in aviation during World War I, but the Treaty of Versailles clipped its wings, forcing BMW to pivot to motorcycles in the 1920s and cars in the 1930s.

The war years were darker: BMW produced aircraft engines for the Nazi regime, a legacy that still haunts its reputation. After 1945, Allied restrictions left BMW crippled, its factories bombed, and its future uncertain. By the 1950s, BMW was struggling to find its footing. Its luxury sedans were too expensive, its microcars too quirky, and losses mounted. By 1959, Daimler-Benz was poised to swallow BMW whole.

And then came Herbert Quandt, who refused to let BMW vanish into the embrace of Mercedes. Already an existing shareholder, Herbert increased his stake, restructured finances, and set BMW on the road to becoming a global powerhouse.

Fast forward to today: Herbert’s children, Stefan Quandt and Susanne Klatten, own nearly half of BMW. Stefan holds about 23.6 percent and currently serves as Deputy Chairman of BMW’s supervisory board, a role he has held since 1999 after joining the board in 1997. Susanne, with 19.1 percent, is Germany’s richest woman, diversifying into pharmaceuticals and advanced materials while anchoring her influence at BMW as a board director since 1997.

Now let’s pivot to India. Jamsetji Tata founded Tata Sons in 1868. His successors over the years have included his two sons, Dorabji and Ratanji Tata, followed by his nephew J.R.D. Tata, who led the business for an astonishing 53 years from 1938 to 1991. Under J.R.D.’s stewardship, Tata expanded into airlines, steel, chemicals, and IT, embedding Tata into the fabric of modern India. Jamsetji’s great grandson, Ratan Naval Tata, took over after J.R.D. and led the business for 21 years (1991–2012). Ratan modernized Tata, globalized its operations, and orchestrated acquisitions like Jaguar Land Rover and Tetley Tea.

It is notable that Ratan came from an adopted line of the Tata family: his father, Naval Tata, was adopted by the widow of founder Jamsetji’s son, Sir Ratan Tata. This detail underscores that Tata leadership was guided more by values and stewardship than by strict hereditary bloodlines. That’s five family members in direct leadership across more than 150 years.

But the transition to non-family members was not without its fair share of Bollywood drama. Before his appointment as the first non-Tata family chairman in 2012, Cyrus Mistry had already been part of Tata Sons’ inner circle. In 2006, he joined the Board of Tata Sons as a director, representing the interests of the Shapoorji Pallonji Group, which is the single largest non-trust shareholder in Tata Sons (owning about 18%). This board seat gave Mistry a front-row view of Tata’s governance and strategic decisions for six years before he ascended to the chairmanship. His presence was not incidental: it reflected the delicate balance between Tata Trusts’ majority control and the Pallonji family’s significant minority stake. When Ratan Tata retired in 2012, Mistry’s board experience and shareholder backing made him the natural choice for succession, at least until the relationship soured. But by 2016, the honeymoon was over. Mistry was abruptly ousted as chairman, sparking one of India’s most high-profile corporate governance battles.

Mistry revealed what he described as inordinate influence from the family trusts that collectively owned 66% of Tata Sons. He argued that the trusts exercised disproportionate influence, undermining board independence and accusing the board of opaque decision-making, particularly around legacy projects and debt-laden acquisitions. His dismissal led to years of litigation, with India’s Supreme Court eventually upholding Tata Sons’ decision to remove him. The saga unfortunately exposed fissures in Tata’s governance model, raising questions about how a trust-controlled conglomerate balances philanthropy with modern corporate accountability. It reminds us that even philanthropy-anchored governance can stumble when trust structures collide with boardroom realities.

So, what do we learn from this tale of two dynasties? The Quandts exemplify the classic European model: family ownership, professional management and wealth preserved for heirs. The Tatas flipped the script: family leadership for a few generations, then a deliberate handover to professionals, with ownership vested in trusts that serve society.

One family saved a car company. The other built a conglomerate that doubles as a philanthropic machine. Both models work, but they reveal different cultural priorities: wealth preservation versus a legacy of impact.

X: @carolmusyoka

The Nitpicker Podcast

Last week I highlighted the 157-year-old legacy of the Indian conglomerate Tata and Sons, founded by Jamsetji Tata in 1868 and now valued at $360billion with 31 listed companies in its stable. The entire group is estimated to have over 700,000 employees operating in more than 100 countries owning iconic brands such as the luxurious Taj Mahal Hotel in Mumbai, Jaguar Land Rover, Air India and Tetley Tea. The holding company, Tata Sons, is 66% owned by the Sir Dorab Trust, the Sir Ratan Trust and a combination of other family trusts. Since the primary objective of these trusts is charitable, it is safe to say that 66% of this massive conglomerate’s profits flow back into communities in the form of philanthropic causes.

Established in 1892, the JN Tata Endowment was envisaged as a loan-scholarship to enable bright Indians to study abroad, sowing the seeds of Tata philanthropy. It supported future luminaries such as nuclear scientist Dr. Raja Ramanna and former President of India K. R. Narayanan. In 1898 Jamsetji pledged half his wealth to establish the Indian Institute of Science, a university of science in Bengaluru, which opened in 1911. It is India’s premier institute for advanced scientific and technological education and research, instrumental in nurturing India’s atomic energy and space programs and remains among the world’s most premier institutions.

The Trusts established the Tata Memorial Hospital for cancer research and treatment in 1941. Current health initiatives benefited 15.9 million people in 2020-21. They are implementing a distributed cancer care model aimed at ensuring patients have access to a facility within a three-hour journey from home, such as through the Assam Cancer Care Foundation. They also founded the India Health Fund to scale technology-led solutions for diseases like tuberculosis and malaria, including using artificial intelligence for X-ray diagnosis.

Outside of India, the Trusts continue their legacy by setting up international centres to develop advanced technological solutions for India’s socio-economic challenges, such as the Tata Centre at the prestigious Massachusetts Institute of Technology in the USA as well as other research initiatives at London School of Economics and Cambridge University in the United Kingdom. There is not enough space to cover other trust initiatives in poverty reduction, water and sanitation and agriculture. The upshot is quite simply that the Trusts have one motivation: to better the lives of the communities in which they operate.

What can East African family trusts learn from this? They can emulate the impact of the Tata Trusts by focusing on their unique organizational structure, commitment to ethical governance and strategic evolution of philanthropic practice.

One key organizational structure is where the holding company is majority-owned by a philanthropic trust (as the Tata Trusts own 66% of Tata Sons). This allows the wealth accrued from the business to be systematically channelled into social causes. In keeping with optimal corporate governance tenets, such trusts should maintain a healthy “managerial distance” between them and the business operations to prevent capture and ensure efficient monitoring. This involves a limited overlap between membership of the trust boards and the company boards. It also requires a clearly defined methodology for how the trusts nominate candidates to sit on the company boards, who may or may not be family members.

Another key success factor is trustee motivation.  Tata Trustees earn anywhere from US$10 to $20 (Kes 1,300 to Kes 2,600) per annum in sitting allowances. Consequently, this ensures that only individuals who are motivated by impact and not money accept to sit on the board.

The Tata Trusts took a strategic pivot in recent years, moving from being predominantly grant-giving entities to directly designing, piloting, and running programs, thereby taking more ownership of program outcomes. Today the Trusts directly implement nearly 80% of their programs. The structure of the Tata Trusts prevents private enrichment of family members, distinguishing them from family-run foundations that sometimes mix philanthropy with personal benefits.  Their charitable-only mandate has allowed them to become one of India’s largest philanthropic entities, with billions of rupees directed toward national development.   If the goal of a family trust is to distribute wealth across generations, then a charitable trust is not the route. But if the goal is to create a multigenerational legacy of impact, then Tata offers a mentor worth emulating.

East Africa’s business families have an opportunity: to move beyond inheritance and build institutions that transform lives. The Tata Trusts show that philanthropy, when embedded in corporate DNA, can shape not just companies, but nations.

X: @carolmusyoka

The Nitpicker Podcast

Ten years after the Government of India Act of 1858 made India a direct colony of the British Empire, a young man, Jamsetji Nusserwanji Tata, started a trading company. With the princely capital of 21,000 rupees in 1868, Jamsetji set up a number of businesses, including a textile mill in Nagpur. He was incredibly successful as a businessman, but he was driven by a deep personal need to make an impact in the communities where his businesses operated. In 1892, he established the JN Tata Endowment Fund to help Indian students pursue higher studies abroad because he understood the transformative power of education. Jamsetji also recognized the high rate of Indian women dying in childbirth due to discomfort with seeing male doctors and the scarcity of female doctors. Consequently, the first recipients of his educational endowment, whom he personally selected, were two female students sent abroad to study medicine.

By 1903, Jamsetji’s business interests and wealth had grown extensively, enabling him to build and open the iconic, now world-famous Taj Mahal Hotel in Mumbai. He died shortly thereafter in 1904, and the business, which by then consisted of three textile mills and the hotel, passed to his two sons. Sir Dorab Tata, the eldest son and first chairman of Tata Sons, started Tata Steel in 1907 and opened a hospital near the factory, as well as Tata’s first overseas office in London.

In 1910, Dorab opened western India’s first hydro plant, giving birth to Tata Power. His wife, Lady Meherbai Tata, suffered from leukemia and died young, leading him to dedicate all his wealth to the Sir Dorab Tata Trust for the advancement of learning, research into leukemia, the relief of distress, and other charitable purposes. Like his father before him, Dorab strongly believed that wealth should always be used constructively for good. He was conferred a knighthood in 1910 by King Edward VII for his significant contributions to industry in British India.

In 1896, Dorab’s younger brother, Sir Ratan Tata, joined the family business, Tata and Sons, as a partner. Despite growing up in wealth, Ratan was best known for his philanthropic efforts, which earned him a knighthood in 1916 from King George V for his services to humanity. He gave generously to various causes, including research into poverty and tuberculosis, as well as supporting Mahatma Gandhi’s activism against racism in South Africa. In accordance with his will, following his death in 1919, all his wealth went into a trust largely dedicated to providing educational scholarships. These scholarships have benefitted a former Indian president and numerous well-known Indian scientists.

Other relatives joined the business alongside the Tata brothers, carrying forward a deep spirit of both entrepreneurship and philanthropy. JRD Tata, one of Jamsetji’s nephews, loved flying and, in 1932, piloted the first flight carrying mail between Karachi and Mumbai. This marked the birth of Tata Airlines, which was renamed Air India in 1946 and later nationalized by the Indian government in 1953, shortly after independence. Fun fact: after enjoying glory days in the 1960s and 1970s, followed by decades of decline and financial losses, the Tata Group bought back Air India from the Indian government in 2022.

Today, the Tata Group is valued at approximately $365 billion, with 30 publicly listed companies and over 700,000 employees operating in more than 100 countries including Kenya, where Tata Chemicals Magadi Ltd. is the largest natural soda ash manufacturing company in Africa, based at Lake Magadi. The Group’s ownership interests span automotive (including Jaguar Land Rover), steel, technology, aviation, energy, and consumer goods. The holding company, Tata Sons, is 66% owned by the Sir Dorab Trust, the Sir Ratan Trust and a combination of other family trusts. Since the primary objective of these trusts is charitable, it is safe to say that 66% of this massive conglomerate’s profits flow back into communities in the form of philanthropic causes.

The purpose of this journey through Tata’s history is to demonstrate what a family business looks like when the founder’s singularly philanthropic motivation becomes the primary value proposition for its 133 years of existence. The Tata Group is guided by the principle that businesses must serve stakeholders beyond just shareholders, these include employees, consumers, communities and the nation at large.

With independent boards across all subsidiary companies, next week we will delve into how the Tata family trusts have survived over a century of doing business while giving back to society.

X: @carolmusyoka

The Nitpicker Podcast

Last week, I narrated the story of Tuskys and why part of its downfall was largely due to the lack of recognition that once a family business begins to hire employees, procure goods and services, rent premises, create tax-generating revenues, and borrow from banks, it no longer belongs to the family. It belongs to an amorphous conglomerate of stakeholders, some having far more skin in the game than others, and the family remaining a minority in the greater scheme of stakeholders.

But despite all these stakeholders, family interests remain paramount to family members. And when a family business grows to the size that Tuskys did, it’s time to sit down and create a family constitution whose purpose is to draw the line on where family stops and business begins. It ringfences family values and sets the moral compass that should guide the family through multiple generations of business ownership.

What could those family values be? The cut and paste version found on posters at many corporate head office receptions? You know them,  integrity, respect, team work blah, blah, blah? Or can it be family first (we always show up at family functions), confidentiality (we keep our personal stories under the family skirts, we do not blab all over the media), we do ethical business always (we don’t do business meetings behind the tent) and we give back to society in a structured way (we focus on public impact rather than your favorite pastor’s need to upgrade his house).

We then move to the family council. Who can sit on it, and is it a life tenure? Meeting location and frequency should also be defined. The distinction must be drawn between governance at the family council and governance on the boards of family companies. One is an undisputed factor of blood and the other should be a factor of competence. Then there is the sticky question of employment and defining who can be employed by the family business as well as whether a minimum academic qualification is required. Bearing in mind that young Juma never quite finished school, but boy, can he talk up a sales game! The constitution would therefore need to recognize how to accommodate family members with non-academic skills that could benefit the business in the event there are minimum academic qualifications required.

Remuneration is also a key element for consideration. Creating proper job and pay grade structures in the organization then allows family employees to get a salary commensurate with their roles. If no such structures exist, then the family constitution should provide for a methodology of determining which family members can get on the payroll and what their pay should be pegged to.

Then there is the delicate topic of entrepreneurship. Some family members may want to set up businesses of their own. The capital question is always a sticky one. A key element for consideration is how such initiatives would get funded. Is there an opportunity to set aside dividends to fund a family entrepreneurship fund? Would any seed capital so given to a family member require to be recorded as a shareholder loan from the family business, a capital injection which would make the new company a subsidiary or quite simply be considered a grant? And let’s not forget the even more delicate issue of who qualifies for a capital consideration, given that there are family members such as spouses of the founder’s children and grandchildren who are not from the bloodline of the founder.  One more thing, the family constitution should establish the terms of becoming a supplier to the family business.  Should it be at arm’s length or can preferential supplier terms apply, which means wading into the weeds of ethical business practices and behind the tent manenos.

The family constitution should also give grave consideration to the elephant in the room, which is, who gets to be a shareholder in the business and when dividends are to be paid. This, of course, takes away any mystery around “imagining the death of the founder” and helps pave the way for structured estate planning. Most importantly in all of this, as we saw in the Tuskys situation, everything can go pear-shaped if a dispute resolution mechanism is not embedded. Conflicts are bound to ensue in any family dynamic and they need to be recognized rather than swept under the rug.

A clearly defined arbitration framework is necessary, more so post the founder’s demise, which is when disputes often arise.  Get a professional to help your family design a constitution, as there is a method to the madness of knocking heads together to arrive at this critical family binding agent. As a founder of a business, this could be the most enduring part of your legacy, which is to ensure that your business is preserved, grown and managed sustainability for future generations.

X: @carolmusyoka

Nitpicker Podcast

I recently concluded running a program for family-owned businesses. A participant asked a critical question that is the foundation of why I started teaching family businesses about governance. Her question was: “How can we ensure that the family members who are running the business are doing so mainly for the wider family’s benefit?” The participant was a family member that was not active in the day-to-day management of the successful family business. She was what some might call business-adjacent.

My answer to that question was revealed in the Tuskys Supermarkets case study that we proceeded to spend a few hours discussing. In 1983, a man started a retail shop in a relatively obscure town in the bowels of the Rift Valley. Utilizing the ubiquitous ingredients of success in the form of hard work, grit and perseverance, the man grew the business to the point where his sons took over after his death in 2002. A year after their father’s death, the sons began a nationwide expansion that, at its peak, had about 64 branches across Kenya and Uganda with unconfirmed reports of an annual turnover of about Kshs 30 billion.

Then the family swam into the shark infested accounting principle waters called related party transactions.  Family members who were actively involved in the management of the business allegedly began to supply goods to the retail chain. Others founded businesses whose initial capital was allegedly provided by the supermarket chain but were not subsequently registered as subsidiaries. In a well governed business, a family member supplying to the organization would be reported as a related party transaction while funds used to invest in another company would either be reported as a loan to a related party or an investment into a wholly or majority owned subsidiary.

It all went pear shaped when some business-adjacent members confronted some business-active members about all the ongoing shenanigans. Following fisticuffs, shouting matches and all manner of disorder highlighted in the public domain, an independent non-family member was brought in to lead the retail chain as chief executive officer. It didn’t end well. In February 2016, third generation family members, with a national broadcaster television crew in tow, stormed into the CEO’s office and threw him out. They followed him to his car, taunting and jeering him like a trapped leopard that has eaten all the villagers’ chickens. But publicly humiliating the CEO was like trying to fill a pothole with salt in the rainy season: a complete exercise in futility.

24 hours into the sordid event was the point that this next generation of business-adjacent family members were slapped into the reality that Tuskys Supermarket neither belonged to them, nor was it ever supposed to be managed for their exclusive benefit. The chairman of the board, formerly an active member of management until the shenanigans began, called the same television station and issued a statement that the CEO was very much in office.

One has to ask: what changed overnight? The real owners of the business that is the banks, allegedly made a few calls to the business-active members of the family. The question asked was just one: “Are you guys out of your minds?” Promptly followed by a few doses of truth paracetamol along the lines of “We’re about to call in our loans if you don’t get your act together!” What followed thereafter was a slow puncture. The CEO returned, but the family fissures in the background kept widening. A few months later, one side of the family ensured that the police charged two family members directors in criminal court with accusations of criminal fraud. By 2020, creditors of the business sought relief in court for their debts and the retail chain subsequently went into receivership with over Kshs 20 billion in liabilities compared with only about Kshs 6 billion in assets.

How does this relate to the participant’s question above? The minute your business starts to employ individuals, starts to borrow to finance its operations, starts to rent premises, starts to procure goods and services from suppliers all in the name of generating taxable revenues, it no longer belongs to you exclusively. It belongs to a whole slew of stakeholders who may not necessarily appear on the shareholders list at the Companies Registry including banks, employees, suppliers and the ultimate owner: Kenya Revenue Authority. And this is how I answered the question to the participant: It is imperative for the business-active family members to impress upon the business-adjacent family members that a business is managed for value. That value is not exclusively shareholder value, rather it is for a wider stakeholder universe of which family is but a very small part. Your business must be managed for the benefit of all of these stakeholders. And this is both a moral and legal obligation.

X: @carolmusyoka

Nitpicker Podcast

The Audacity of Hope: Thoughts on Reclaiming the American Dream is the title of former President Barack Obama’s 2006 book, where he discusses the importance of hope, courage and the possibility of change. Audacity. A beautiful word defined as the willingness to take bold risks. I’ll circle back to it in a moment.

In July 2023, I wrote in this column about my return from Lagos where a group of Kenyan and Nigerian executives had been taken on a study tour of the Lagos Free Zone (LFZ) that lies 60 kilometres east of Lagos.

“The Nigerian government undertook a public private partnership with a Singaporean conglomerate Tolaram to provide a $2.5 billion investment in the LFZ which included the project development, capital raise and construction of Lekki Port, Nigeria’s first deep sea port adjacent to the LFZ, which is jointly owned with the Nigerian Port Authority and the Lagos State Government…. As you approach the 2,100 acres of the LFZ, the first thing you see are multiple building cranes around acres of oil storage tanks.”

“Dangote Refinery and Petrochemical Company (located next to the LFZ) … stands tall as a towering exemplar of native African entrepreneurship. While Nigeria has four state-owned refineries, their decrepit state due to years of mismanagement means that the oil producing nation has to export most of their crude oil while importing about 80% of refined petroleum products. Dangote’s US$19 billion private investment of equity and debt targeted to producing refined petroleum products, petrochemicals and fertilizers has generated great excitement at a macroeconomic level.”

Last week, I joined another group of African executives’ tour of the completed petroleum refinery and fertilizer plant. This time, the tall cranes that I had spotted in the distance exactly two years ago were now replaced with a singular flare stack, a chimney as it were, through which tall flames boldly flickered. The flames, though a safety mechanism for burning off excess flammable gases produced in a refinery, were a burning flag and testimony to Alhaji Aliko Dangote’s grit. And his sheer audacity. In an intimate gathering around a table following the tour, the soft spoken, richest indigenous African man walked us through the challenges of building what is evidently one of the biggest megastructures on the continent.

70 per cent of the 2735 hectares of land on which the facilities are built was a swamp. They had to dredge 65 million cubic metres of sand to back fill the land using the world’s largest, second largest and tenth largest dredgers. Let me put that into financial perspective, it took 300 million euros or Kshs 45 billion just to make the land usable, elevating the height by 1.5 metres to insure against the potential impact of a rise in sea level due to global warming. As much of the equipment for the refinery was too large to be transported on Lagos roads and bridges after landing at the main Lagos port, the builders had to construct their own jetties and build their own small harbor to receive the ships carrying the equipment. This ended up working out well because the same jetties are now used to upload the temperature sensitive Dangote fertilizer onto ships for export.

There is not enough space here to capture what we saw driving through the 112 kilometres of concrete roads that Dangote has built on the sprawling industrial complex. But we did see something with our own eyes: how billions of dollars can be used to transform a swamp, an identified trade zone, an economy, a country and, in the fullness of time, a continent. The highly digitally controlled refinery is largely overseen by young, smart Nigerian men and women with a few expatriates who provide the capacity building required to fulfil his vision of an Africa built and driven by Africans. Dressed in very simple Hausa traditional garb, with no visible expensive watch, jewellery or designer red-soled shoes, Dangote spoke at length about his vision for the continent, challenging us that “If you think small, you won’t grow, but if you think big you grow!”

Audacity. Dangote lives that every day and twice on Sunday. As he humorously reflected, if he had known how hard it would be to build this massive infrastructural project he would never have started it in the first place. But he has chosen to lean into that entrepreneural ignorance to do even more. “We can build the largest deep sea port in Nigeria and the largest urea fertilizer plant. Now that we have built this, we don’t fear anything.”  Money shouts in very cosmetic ways, but wealth whispers and transforms. Real billionaires make real transformations. I walked away from that encounter with many lessons, the key one being: Do it scared, do it ignorantly, but just do it anyway!

The Nitpicker Podcast

Earlier this month, I was sitting on the sidelines of a learning program for chief executives of businesses in East and West Africa at a leading business school. A key learning delivery method for the school is the use of case studies that juxtapose academic precepts with real-life situations. As the case studies tend to run into dozens of pages, a few of the tech-forward executives asked for the case studies to be sent to them in a format that would allow participants to use their preferred artificial intelligence (AI) tool. The AI tool would summarize the case study to highlight the few important points needed to enable meaningful class engagement. The executives were not joking. In a white-collar corporate world where the majority of work is done on a computer, the white-collar worker is now assailed daily by dozens, if not hundreds, if not thousands, of electronic touchpoints of data via email, WhatsApp, text messages, and whatever information portal their professional roles require.

On the flip side of this, social media has been reduced to 30-second bite-sized clips of entertainment. From TikTok to Facebook to Instagram Reels, the social media consumer is now typically hunched over their gadgets, receiving entertainment in small doses and getting sucked into doom scrolling: swiping up or down to see the next bite-sized piece of entertainment or message. Remember that your white-collar worker is also a social media consumer, and she is mentally applying the same level of energy to an email as she does to a WhatsApp message or video. Our gadgets have become our new addiction, and content has become the new dopamine. I see it in the classes I teach: adults struggling to tear their eyes away from their laptops or phones and pay attention in class. Research published by Microsoft in 2015 found that the average human attention span had dropped in the previous fifteen years from 12 seconds at the turn of the century in 2000 to 8 seconds in 2015. Apparently, this is a shorter attention span than that of a goldfish, which is lightheartedly referred to as having the shortest attention span in the animal kingdom at 9 seconds. That research was conducted ten years ago. Imagine now, with even more digital content.

The Microsoft research was undertaken in Canada. Closer to home, a survey by Fuzu, a career development platform in Africa, indicated that over 50% of employees in Kenya cited social media as a major distraction in the workplace. Research from the African Development Bank found that young Africans, who are more inclined to use social media, exhibit tendencies toward shorter attention spans and reduced productivity. A 2019 survey conducted by the World Bank showed that around 58% of Kenyan workers reported that social media was a major source of distraction, impacting their efficiency and ability to focus on tasks.

What’s the point here? Recipients of your 300-word email do not go past the first paragraph, if you are lucky. Your meeting attendees do not pay attention to your 60-slide PowerPoint presentation, particularly if it’s full of text and graphs. They mentally check out by slide two and swipe your face to the side as they move on to think about other things. If you’re lucky, they’re likely giving you a blank stare as they mentally transport themselves to their recreational spot of choice. If you’re unlucky, they are doomscrolling on their gadgets and doing other things.

Your white-collar worker must now communicate in the digital age. They need to tell stories instead of parroting numbers and to “tiktokenize” their presentations and reports. The danger for the white-collar worker is the rapidly diminishing attention span of those receiving the reports for which they spend hours collating information and drafting. If our executives can give the same reports to AI to summarize for them, then it makes sense to have AI generate an executive summary of your report and attach that as the first page of your 100-page detailed report. And if you must present the same report, ask AI to convert your mind-numbingly boring text into graphics that represent your findings. Present that instead, and you might find a very receptive and engaged audience. I hope you’re still here reading this piece 720 words later, before you swipe left to the next article!

X: @carolmusyoka

The Nitpicker Podcast

Last week, I had the privilege of sitting on the sidelines of a class of African chief executives at a training program in Kenya’s leading business school. Amongst the participants was a senior executive of a financial services industry regulator from Nigeria. The reason for his attendance: to learn what challenges business executives are going through so that the regulator can provide regulatory guidance within the business operational world. Not the “world according to the rose-tinted eyeglasses of a myopic and incredibly out of touch regulator.” The real world, where executives face spectacularly difficult and highly fluid operating environments without the luxury of the “everything is going to be ok” echo chamber.  I came to learn that the VUCA (volatility, uncertainty, complexity and ambiguity) world we were introduced to in the 21st century has now morphed into a BANI (brittle, anxious, non-linear and incomprehensible) post-Covid world.

Brittle and anxious define many of us any time we get communication from the taxman. Especially those confounded, unneccesary “Happy Customer Service Week” emails that serve no purpose other than to get our stomach sliding straight to our feet like an elevator whose cords have broken as it approaches the 12th floor. In a country with one of the most unpredictable tax regimes on the continent, doing business predictably is running an anxiety inducing 42 kilometre marathon backwards.

Enter stage left:  Non-linear. You think that you’ve taken one step forward rerouting your product to your European export market buyers, since the Red Sea route was blocked by the Yemeni Houthi rebels and it takes 30 days longer to get your product to market. Out of the depths of cross-border trade hell come Trump’s tariffs that wipe out all the gains made. Suddenly, your avocados are competing with Mexican avocados that have sought new markets following the Trump tariff woes. You’re forced two steps back. Find new markets or drop your prices to make your goods competitive.

Enter stage right: Incomprehensible. Artificial intelligence. How does a business leader lean into this newfangled technology that is not going away? What does it even do? How will it impact customers, staff, products or services? Two weeks ago I needed to undertake some research for an assignment. I contracted a university student to do the research for me and gave her two weeks to give me her findings. I happened to be on an online conversation with a friend in the diaspora about the same topic whereupon she told me to hold my cup of tea for a minute, while she put my query into her AI tool. We continued chatting and within 10 minutes the AI tool had produced the data that the university student had spent two weeks trying to get from the internet, with ten times more detail and refinement.

My researcher’s casual job went up in conclave flavored white smoke right there and then. Especially since she was being paid two times more than what the monthly subscription to the AI research tool is charging. I’m still trying to wrap my mind around the speed with which that decision to replace a human became apparently obvious. The numbers from across the Atlantic are worrying. Microsoft last week announced a 3% cut on its workforce, affecting 7,000 employees globally as it seeks to replace software coders with AI. In an oxymoronic twist of fate Gabriela de Queiroz, the Director of AI at Microsoft, was amongst those laid off.

We don’t know what we don’t know about artificial intelligence. But as it becomes more mainstreamed in the workplace, we will soon have to be trained collectively as business leaders on how this can and will improve productivity and, more importantly, reduce the cost of doing business. All this while, simultaneously keeping an eye on what our competition is doing and how local employment laws curtail us from implementing staff reductions swiftly.

Mpesa, which is now ubiquitous as a primary mode of transferring and storing value, would not have been successful without the farsightedness of the Central Bank of Kenya’s leadership back in 2007. A leadership that was aligned with the uniquely emerging market challenge of financial inclusion and its propensity to grow a nation’s gross domestic product. As a country and as a continent pushing for more intra-Africa trade in light of the global trade geo-politics at play, our regulators and tax lords should sit next to executives in classes across Africa who are learning to navigate the BANI world. Because the Mpesa movie and its entire regulatory supporting cast showed us that it is in partnering, rather than in punishing, where economic growth and prosperity can emerge.

X: @carolmusyoka

YouTube: The Nipicker Podcast

Last week I covered the story of the ignominious removal of 81 year old Seifi Ghasemi as the CEO of the American industrial gas giant Air Products. Ghasemi’s ejection first started by his failure to be reelected as a director at the company’s annual general meeting in January this year. Three new directors were elected onto the Board that had been accused of lacking the gumption to remove an aging, non-performing CEO and the shift in the Board dynamics led to the removal of Ghasemi a few weeks later in February, 2025.

The coup d’etat was orchestrated by Paul Hilal, founder of Mantle Ridge which is an investment fund that had quietly invested $1.3 billion in the company over the course of 2024. The twist in the story is that in 2014, a decade earlier, Paul Hilal while working as a senior partner with another investment fund Pershing Square Capital Management, had also orchestrated for the appointment of Ghasemi as the new CEO of Air Products after getting him elected as a director of the Board first. From the “Refreshing Air Products” website created by Mantle Ridge in 2024 to inform shareholders on the reason for the removal of Ghasemi and other board members, Hilal reminded the public about what he did in 2014:

“Among his projects there, Mr. Hilal played a leading role in Pershing Square’s successful effort to catalyze Board and CEO change at Air Products, from the project’s conception until his departure from Pershing Square in 2016. This included development of a detailed value creation plan, and identifying and recruiting current Air Products CEO Seifi Ghasemi to the project.

Over the fall of 2013 and into early 2014, after an extended CEO search conducted in close consultation with Pershing Square, the Board appointed Mr. Ghasemi to the role of Chairman and CEO and the Company and continued to execute a plan that led to the Company’s transformation and a multiplication of its value. Over the early years of his tenure, Mr. Ghasemi addressed critical issues identified by Pershing Square. The total return to shareholders over these early years, including share appreciation, dividends and the value of spun assets, was far in excess of that of the Company’s peers. It is only in more recent years that the Company (under the leadership of the now 80-year-old Mr. Ghasemi) has fallen behind its peers.”

Age is nothing but a number. At least that was the implied position in 2014 when Hilal orchestrated the appointment of Ghasemi as CEO, who was about 71 years old at the time. Mantle Ridge is known as a shareholder activist investor, an investor who uses their ownership stake in a company to influence management and company strategy, typically with the goal of increasing shareholder returns. They often engage in campaigns to improve governance, change leadership, or push for specific operational or strategic changes. Essentially shareholder activist investors put their mouth where their money is.

Talking about why he enjoys serving as a board director in an accompanying video on the Refreshing Air Products website, Hilal states that he looks forward to guiding boards to provide  “…shareholder driven refreshment and reconstitution, helping them [the boards] find harmony and helping them find a better groove.” The sense from reading what Hilal has done in the past with other companies is that his flavor of shareholder activism removes the emotional attachment or fear that board members may have towards incumbent CEOs. Ghasemi’s 2014 appointment at 71 years of age was borne of the need to drive value for an underperforming company and he was viewed, at the time, to have the experience to drive the change that was needed. Which change Ghasemi did. Until he didn’t. Mantle Ridge explained it thus:

“Deficiencies in Mr. Ghasemi’s judgment, coupled with his failure to maintain execution discipline, have elevated Air Products’ risk profile to unacceptable levels, generated inadequate returns, and destroyed substantial shareholder value.

Mr. Ghasemi and the current Board have misallocated a significant amount of shareholder capital to inferior, non-core projects with high risk profiles that offer inadequate or speculative returns. These include poorly executed “mega projects” which have been plagued by wide-ranging problems and ballooning budgets – adding unnecessary risk to, and diminishing the value of, Air Products’ otherwise low-risk core business. 

As a result, Air Products’ margins have been meaningfully depressed by excessive costs directly tied to the expanded scope of its multiple non-core projects. Before Mantle Ridge surfaced, the Company traded at an historically deep valuation multiple discount to its peers — this revealed how poorly the market views the Company’s leadership divergent strategy, poor capital allocation, project execution, and depleted management ranks.”

Mantle Ridge did what they felt the Air Products Board was unable to do, which was to remove an entrenched non-performing CEO. It really begs the question: if the company had been performing optimally would the age card have been played? Perhaps not.

X:@carolmusyoka

The Nitpicker Podcast

“Age is just a number. It’s totally irrelevant unless, of course, you happen to be a bottle of wine” – Joan Collins, actress. 

Seifi Ghasemi, the Iranian born CEO of the American company Air Products, was removed from the industrial gas giant’s Board of Directors in January 2025. At the time of his removal, Ghasemi was 81 years old and had served as Chairman, President and CEO of the company since 2014. Air Products, a New York Stock Exchange listed company, is a market leading energy company whose principal business is selling gases and chemicals for industrial use. Their liquid oxygen and liquid hydrogen, for instance, are used by NASA to power the external tanks for their space shuttles.

Did Ghasemi step off the board voluntarily or was he pushed over the cliff? Mantle Ridge, a big time institutional investor, with over $1 billion invested in Air Products, embarked on a rigorous activist campaign in 2024 to remove Ghasemi and inject some new blood into the Air Products board. In a poetic twist of corporate fate, Mantle Ridge’s CEO Paul Hilal, had himself led the previous activist challenge that had got the then 71 year old Ghasemi appointed as the CEO of Air Products a decade earlier. In 2024, Mantle Ridge led a sustained campaign to remove Ghasemi leading with a “RefreshingAirProducts” website that adroitly made the case for change and showcased the director candidates that they wished to push forward for election at the January 2025 shareholder meeting. The case for change was summarised thus:

“Over the past five years, Air Products has significantly underperformed its industry peers, the S&P 500, and its own potential due to its flawed strategy, inappropriately high-risk capital allocation program and poor execution. The root cause of these issues is a range of oversight and governance failures at the Board level, including its failure to replace CEO & Chairman Seifollah “Seifi” Ghasemi.

The five-year relative total shareholder return (“TSR”)1, ending October 4th, 2024, the day before announcing our efforts to press for change catalyzed a nearly 10% jump in the Company’s shares, tells a powerful story – Air Products has delivered roughly one-half of the TSR of competitor Air Liquide and the S&P 500, and less than one-third of the TSR of best-in-class competitor Linde Plc.”

Crisscrossing the country to meet with key institutional investors, Paul Hilal together with the CEO candidate Eduardo Menezes, a former Linde Plc senior executive, made a strong case for why change was necessary. They pushed the argument that the Air Products Board lacked the gumption to change the CEO, that the company’s capital allocation was wanting and that the risky projects it was undertaking were destroying shareholder value. The website campaign was withering in its contempt for Ghasemi’s tenure:

“Despite these missteps, the Board has allowed Mr. Ghasemi – ten years into his tenure and now eighty years old – to frustrate the Board’s efforts to replace him, and in fact to further increase his leverage over the Board. His purpose is to perpetuate his dominion through enhancing leverage and control, rather than earn an extension of his tenure by delivering strong performance. His own words tell the story: “I am not going anywhere”, “I am leaving this Company only one way – feet first”, “I will be Chairman of this Company so long as I am vertical”, “I always tell these people they get rid of me when I go horizontal”, and “I will be the first 100-year-old CEO”.

The Board’s rejecting out of hand Mr. Eduardo Menezes as a CEO candidate reveals that its priority is not maximizing shareholder value, but perpetuating control and protecting prior decisions. Mr. Menezes would bring fresh-eyed scrutiny and run the Company to maximize its value without regard to legacy decision making.”

Who wouldn’t listen to an investor that had put in a billion dollars worth of money where their mouth was? At the January shareholder meeting, three out of the four activist driven candidates were elected, including Paul Hilal himself and Dennis Reilley, a 71 year old industrial gas industry executive. Reilley, who has previously served as Chairman, President and CEO of Praxair which was acquired by industrial gas giant Linde Plc, is now the Vice Chairman of the Air Products Board. In early February 2025, Ghasemi who despite board removal was still the substantive CEO, was ousted from the role and Eduardo Menezes was appointed in his place. Paul Hilal’s activism was a resounding success, again. But was Ghasemi’s initial CEO appointment a decade before, an error of judgement on Hilal’s part? Was it fair to play the age card against him, when Hilal had pushed for Ghasemi’s CEO appointment at the age of 71 years? I’ll discuss that next week.

X @carolmusyoka

The Nitpicker Podcast

Recently the Capital Markets Authority (CMA) threw some regulatory teargas into the streets and left listed companies coughing and sneezing in confusion. In October 2023, the regulator issued a new set of rules namely Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023. A local Kenyan proverb states that an old man sees further while sitting down than a young lad can see perched on top of a tree. This Wise Old Man Johnny as it were, sought to solve enormous and endemic Kenyan corporate governance problems by helping listed companies to see that group representatives from head office were actually executive directors in disguise.

Let me provide some context from an article I wrote in this paper in April 2024:

“But Johnny also introduced a very interesting definition of what a non-executive director (NED) is. “Non-executive director” means a member of a board of a company who is not an executive director and is not an executive director or employee of a related entity.” Let me remind you briefly. The managing director and any other senior management person who is working within the organization and who have been registered as statutory directors at the companies registry, are regarded as executive directors. Executive because they execute. So a non-executive director is a statutory director who doesn’t execute. Under this umbrella fell those directors sent by the group in the case of listed subsidiaries of regional or international group companies. They were not independent since they were employees of the group. So they were simply non-executive directors.

Johnny has now put group representatives in limbo by stating that an NED is not an executive director or employee of a related entity. These group representatives also do not fall under the definition of an independent non-executive director (INED) since it explicitly defines one as not being an executive director, not having a material or pecuniary relationship with the company, not owning shares in the company and, finally, an INED is compensated through sitting fees or allowances.”

I took a stroll over to the CMA website and found that they had a board of very eminent directors themselves. The CMA has no less than six members of its board that it correctly describes as independent. These eminent independents do not work for the government of Kenya or any of its related entities such as ministries, state agencies or county governments. However, also on the CMA board are the Cabinet Secretary for Treasury, the Central Bank of Kenya (CBK) Governor and the Attorney General (AG) who are usually represented by their alternates, staff members of their respective offices. The CMA, being a statutory body formed under the National Treasury parent, is a 100% blue blooded government agency.

It therefore wouldn’t be a stretch of the imagination to say that representatives from the parent Ministry which is the National Treasury can be equated to representatives of the parent entity for a listed company. Furthermore, it wouldn’t be an exaggeration to state that the Central Bank and the Attorney General’s office are pretty much related entities to the National Treasury, being government functionaries and what not. So the CBK and AG representatives would also be regarded as “ those fellows from group” if they were sitting on a listed company board.

Consequently, if we are to pull the Wise Old Man Johnny’s thinking thread, then the CS Treasury, the CBK Governor and the AG are executive directors at the CMA. Why you ask? Because the new CMA regulations are very black and white. Either you are an INED or an NED. And if you’re a “fellow from group” then you are an executive director as you are an employee of a related entity (remember the definition of an NED is someone who is not an employee of a related entity!). By dint of being an executive director, you execute decisions in the organization. You have responsibility over the day to day actions of the entity. You can kick open closed doors in the building and demand to know what’s going on there. You can pop up the bonnet and check what’s going on in the engine, heck you can change the spark plugs yourself. You can issue internal memos to staff and give directives on organizational policy.

So to the listed companies out there that were gnashing their teeth at having their group representatives unwittingly defined as “executive directors”, please gnash no more. You are in the great company of other executive directors, senior cabinet level government personnel no less. I hope the CMA top floor has provided corner offices for all the executive directors on their own board.

X: @carolmusyoka

The Nitpicker Podcast

Watchmen at buildings, residences and car parks are, in my experience, some of the greatest purveyors of power plays. My power-play-biased mind interprets each watchman’s smirk as: “I hold the power to open or close this gate. You cannot come in unless I open it. You will recognize that power and kiss the ring of the askari gods before I let you in.”

You know who else holds power? A government regulatory authority.  That power should be used judiciously so that the recipients of the regulatory authority’s services understand the objective for that use of power. What is the mischief that the rules and regulations are trying to cure? If your regulated populace cannot understand that, they will view unjustified pronouncements as regulatory overreach and then grudging compliance and,  often, regulatory evasion ensues. So you can imagine the uproar when the acting chief executive officer of the Kenya Films and Classification Board (KFCB) woke up one day and decided that You Tube is a dusty movie hall on Luthuli Avenue that he could walk into and thump his regulatory chest.

Towards the end of last month,  the CEO sent out a series of individual letters to a number of popular Kenyan content creators and asked them to cease and desist creating and releasing videos that had not received approval from the agency.  Quoting from the Film and Stage Plays Act, the CEO vituperatively called out content creators, frothing at the mouth with righteous indignation that these young and wildly successful creatives could purport to bypass KFCB’s regulatory power to authorize broadcasting, possession, distribution and exhibition of film and broadcast content in the country. Globalization met the provincial and orthodox postulations from a red carpeted, wood-paneled CEO office.

The CEO was likely emboldened by a highly publicized rapping of a Kenyan musician who had been hauled into the KFCB board room a few months earlier in  March 2024 and read the riot act for publishing music videos. Quoting from their own press release, the KFCB management said that the artist “….was hard-pressed to explain why he had blatantly contravened Sections 4 (Part II) and 12 of the Cap 222 governing the creation, broadcasting, possession, distribution, and exhibition of audio-visual content in Kenya. The artist was further put to task over the use of vulgarity, nudity, indecency, and violent dancing styles in his content, specifically in the ‘Niko Uchi’ song, among others.”

The acting CEO has been playing his part well of “protecting children from harmful exposure” and had issued a press release a year ago in April 2023, detailing the excruciating pain that he was undergoing at the loss of values demonstrated by videos being shared across Kenyan social media. But context is key. The same place that the Kenyan content creators are posting their content is one in which creators all the way from Timbuktu to the Pacific island of Vanuatu can also be found by internet enabled Kenyan children. The challenge for parents is on how to limit access to harmful content. The challenge for KFCB, which their website already demonstrates they are doing, is to ensure continual engagement with these digital platforms including TikTok to discuss content monitoring and moderation.

Anyway, the chairman of the KFCB board of directors swooped in from left field to save Kenyan content creators who were just Netflix and chilling. A former radio presenter himself, the chairman issued his own statement on social media posting “Our content creators should be supported all the way. They should be encouraged and supported 100%. ….I have directed the management to withdraw the notices and organize for an engagement with all the stakeholders. We should be talking about thousands of opportunities, if not hundreds of thousands of jobs in the digital media.”

It is a sad, scratch that, horrifying day when the chairman of a board has to come to the same unlicensed for broadcasting social media and air the organization’s private lingerie to dry. The truth of the matter is that a board chair cannot direct management to do anything. Particularly when he is not an executive chair. However, the board can. While everyone toasted the Pyrrhic victory over what appeared to be regulatory overreach, what was lost in the celebration was the greater governance overreach that had occurred. And, more importantly, the public way in which it was done. As the acting CEO nurses his rapped knuckles, governance observers will be asking themselves if the chairman’s misplaced public directive was genuinely aimed at helping the “victims” or laying the groundwork for personal, simmering political ambitions.

[email protected]

Before I start, I want to doff my hat to the Kenya Power technicians. It cannot be easy wading through calf-high waters to get to troubled transformers and fix power outages in these past two weeks. But they do it despite the cacophony of noise and abuse from their customers punching furiously in the dark with rapidly diminishing phone batteries. So thank you Kenya Power.

I also want to thank the Capital Markets Authority (CMA). For a thoroughly confusing set of regulations issued in October 2023 via their line ministry, the Cabinet Secretary for the National Treasury and Economic Planning. I don’t want to bore you dear reader with the law. Nor do I claim to be a legal expert. Back in the year 2015 our CMA, being the forward looking institution that it is, issued a corporate governance code. It was different, modern and based on the governance regime of “apply or explain”. Because it was just a “code”, it was a guiding tool which only got the full force of the law once the CMA converted the same into a set of regulations in 2016 which then converted the code into a  “comply or explain” regime.

Fast forward to October 2023 when the Cabinet Secretary issued the Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023. Other than being a titular mouthful, it is 232 regulatory protective pages of how to get approvals and how to make public and private offers for issue of securities to unsuspecting Kenyans. (The suspecting ones usually have a barrage of expensive lawyers and analysts to tear through prospectus documents, so this is for you and me, ok?) It also contains a slew of requirements for information memoranda, share buy backs, blah blah that are a fairly comprehensive regulatory framework for our objective to become the premier regional business financial centre.

The regulations, if you read all 232 pages, have absolutely nothing, I repeat, absolutely nothing to do with the governance aspects of issuers of securities. At least that’s what it reads from page six to page fifty four. Plus another one hundred and seventy eight pages of related, detailed schedules. But a smart Johnny sitting at the CMA decided this was the best place to put in a few corporate governance changes at the section dealing with definitions of terms. Johnny first started by limiting the tenure of independent non-executive directors (INEDs) from nine to six years by redefining what an INED was. Remember, the regulations were about how to issue securities etc., but these definitions were slipped in.  I opined on the INED issue in my piece on January 29th this year so I won’t repeat myself.

But Johnny also introduced a very interesting definition of what a non-executive director (NED) is. “Non-executive director” means a member of a board of a company who is not an executive director and is not an executive director or employee of a related entity.” Let me remind you briefly. The managing director and any other senior management person who is working within the organization and who have been registered as statutory directors at the companies registry, are regarded as executive directors. Executive because they execute. So a non-executive director is a statutory director who doesn’t execute. Under this umbrella fell those directors sent by the group in the case of listed subsidiaries of regional or international group companies. They were not independent since they were employees of the group. So they were simply non-executive directors.

Johnny has now put group representatives in limbo by stating that an NED is not an executive director or employee of a related entity. These group representatives also do not fall under the definition of an INED since it explicitly defines one as not being an executive director, not having a material or pecuniary relationship with the company, not owning shares in the company and, finally, an INED is compensated through sitting fees or allowances. For most of the group representatives I know, sitting on a subsidiary board is considered part of their work and allowances are not paid.  Unless in the CMA’s view, they should be paid and therefore be considered as INEDs, and that surely cannot be Johnny’s intention.

Parliament has asked the public to send in their views on these regulations. Unlike the Kenya Power technicians, I am lazy and won’t be submitting anything to Parliament directly. But next week, I will go a little deeper into the governance chaos that these regulations portend.

[email protected]

Twitter/X: @carolmusyoka