Growing up in Kenya in the 20th century, Reddy Kilowatt, a cartoon character with a red, lightning-bolt body was a familiar brand icon for the Kenya Power and Lighting Company (KPLC). I did a little research and found that Reddy Kilowatt is a character used by many other electricity utilities. He was created by American Ashton Collins of the Alabama Power Company and launched as a company symbol on March 11th, 1926. In 1934, Philadelphia Electric Company became the first utility licensed to use the Reddy Kilowatt trade and service marks. Thereafter, over 200 electricity utilities worldwide used the icon under license.

Fun facts aside, KPLC is, surprisingly, a trail blazer in the corporate governance space in Kenya. How you ask, as you scramble to buy prepaid tokens when your phone battery is hovering at 2% and the beeping warning on your electricity meter has slowly converted into a mind-numbing screech? Over the last few weeks, I have been commenting on the roll out of the Government Owned Enterprises (GOE) Act 2025, a piece of legislation whose objective is to bring world class professionalism in the way state owned corporations are managed in Kenya. In practical terms, it is intended to move public ownership away from a fragmented parastatal model and toward a more disciplined, transparent and commercially driven ownership framework.

At least two years before the GOE Act was assented to, KPLC began a governance improvement process of removing the majority shareholder’s involvement in the nomination of independent directors. In November 2023, the company held an Extraordinary General Meeting to make changes to its Articles of Association. Firstly, the articles which had provided for not less than seven and not more than ten directors, were now being amended to specifically provide that at least a third of those directors should be independent non-executive directors (INEDs). Secondly, the amendments required that the board composition should fairly reflect the company’s shareholding structure. The key operating word here is “fairly”. Seeing as the Kenyan government’s shareholding is at 50.1%, that made it crystal clear about what the board composition should reflect.

Thirdly, and more interestingly, the proposed amendments to the Articles of Association created two classes of ordinary shares to distinguish voting rights. Class A shares were held by anyone other than the National Treasury and Class B shares were those held by the National Treasury. Class A shares would now be entitled to elect four directors to the KPLC Board. Class B shareholders, or the government as it were, would be entitled to appoint the rest of the Board. The stage was now set for an interesting Annual General Meeting (AGM) to be held a month later. Who would those independent directors be, in light of the fact that they were supposed to be nominated by the minority shareholders? Having been electrified by a bolt of new governance, the company embarked on professionalising its board composition process. An Appointment of Directors Policy was adopted by the company, a simply written and very easy to understand eight-page document that clearly provided the process for the who, the what and the how of building the KPLC Board. Most importantly, it was here where the new governance framework was embedded: the National Treasury would not be involved in the selection process of INEDs, thereby ensuring that INEDs reflected professional skills and diversity. The policy made it clear that at the AGM, director nominees of minority shareholders would be presented for election, while the appointment of the National Treasury nominees would only be noted.

Even though the policy provided for a specifically stated array of professional skills, an external independent advisor was appointed to conduct a skills assessment, identifying the expertise needed for electing INEDs. The identified skills were engineering, finance, technology and governance. Minorities were invited to submit their nominees. 48 candidates were nominated by the minorities for consideration. A Board committee, in which the government appointees were recused from participating, reviewed the same and submitted the names and professional profiles of the final nominees to shareholders at the December 2023 AGM.

Elections were held where there was neither gnashing of teeth nor tearing of sackcloth. The minority shareholders exercised their “governance god” given right to elect their choices, with zero interference by the majority shareholder from start to finish. The result: a strong, professionally driven group of INEDs now sits beside the National Treasury and Energy ministry appointees, the managing director and two government appointed individual directors. The level of transparency that KPLC provided ahead of the enactment of the GOE Act is not only admirable, but it sets a very public precedent that other Nairobi Securities Exchange listed GOEs cannot run away from. The shambolic Kenya Re AGM held last month, June 2026, is a case in point. Perhaps they should dial *977# to report the governance blackout in their boardroom. Will the Capital Markets Authority bell the cat for the new governance order currently envisaged by the GOE Act? We wait and see.

X: @carolmusyoka

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