Nairobi — The High Court has been moved to intervene in a dispute surrounding the recent election of directors to the board of Kenya Reinsurance Corporation, with petitioners alleging that the process breached the company's governing rules and diluted the voting rights of minority shareholders.
The constitutional and corporate governance challenge has been filed by Rakesh Gadani, the African Institute for Peace and Human Rights and David Kinyanjui through advocate Lempaa Suyiaka.
Named as respondents in the case are Kenya Reinsurance Corporation, the Cabinet Secretary for the National Treasury and Economic Planning, the Capital Markets Authority, the Insurance Regulatory Authority and the Attorney General.
At the centre of the dispute is the company's Annual General Meeting held on June 19, 2026, during which directors were elected to the board.
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The petitioners contend that the election process improperly allowed the National Treasury, acting on behalf of the government, to influence the selection of directors whose positions were reserved exclusively for minority shareholders.
Court filings indicate that amendments to Kenya Re's Articles of Association adopted earlier this year created two distinct categories of shareholders for purposes of board representation.
Under the revised structure, shareholders other than the National Treasury fall under Class A and are entitled to elect three directors, while the government, through the Treasury's Class B shareholding, has the right to nominate or elect five directors to the board.
The petitioners argue that the company disregarded this distinction by conducting a combined voting exercise that enabled government votes to affect the outcome of elections intended for Class A shareholders alone.
They further claim that the retirement and re-election process for directors was undertaken in a manner inconsistent with the company's Articles of Association.
According to the petition, Kenya Re permitted nine directors to retire and seek fresh mandates at the same time despite provisions requiring rotational retirement of only one-third of independent directors during any given election cycle.
The applicants are seeking conservatory orders to stop the implementation of the contested election results, warning that allowing the newly elected board to assume office and begin making decisions could complicate any future remedies should the court ultimately rule in their favour.
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They argue that the dispute raises broader concerns over the protection of minority shareholders, adherence to corporate governance principles and transparency in the management of publicly traded companies with significant government ownership.
The petitioners further maintain that the outcome of the case could have far-reaching implications for governance standards and investor confidence within Kenya's capital markets.
