Kenya’s draft 2025 Code of Corporate Governance spells out, seat by seat, how a listed company board must be built.
The rules cover who counts as independent, how many seats one person can hold, and how long a board seat can last before rotation kicks in.
The Independence Test
The Code defines an Independent Non Executive Director through a list of conditions. That person must not have worked for the company in an executive role within the last three years. They must carry no material or financial relationship with the company. Pay comes only through sitting fees or allowances, not salary or bonus. They must hold no more than five percent of the company’s shares. And after six years of continuous service, the Code strips the independent label entirely, even if the person stays on the board in another capacity.
The mandatory floor: Independent Non Executive Directors must make up at least one third of the board, and the board as a whole must lean Non Executive, meaning executives stay in the minority. Best practice raises that floor to one half.
Gender Balance Gets a Number
Best practice sets a ceiling: no more than two thirds of board members from one gender. This sits alongside a broader mandatory diversity policy, one that must set measurable annual targets for gender and ethnic representation and report progress against them each year.
One Seat for Audit Expertise
At least one Non Executive board member must hold a professional qualification in audit or accounting and stay in good standing with their professional body. This is not optional. It is a mandatory practice, meant to guarantee at least one voice at the table can read a balance sheet the way an auditor would.
Age and Rotation
The Code recommends an age limit of seventy years for board members. Shareholders can override that limit at an Annual General Meeting through a special notice, letting a director past seventy stay on. After that, the director can retire at future meetings through normal rotation, without facing annual re election.
On rotation generally, the Code caps how many directors can leave at once: no more than one third of the board retires in the same cycle. This protects institutional memory while still forcing turnover over time.
Limits on How Many Boards One Person Can Join
The Code caps multiple directorships to stop any one person from spreading too thin:
- A director, other than a corporate director, may sit on no more than three public listed company boards at once.
- An alternate director appointed by a corporate director may sit on no more than two.
- An executive director may hold one other directorship on another listed board, and no more.
- A chairperson may chair no more than two public listed companies at a time.
Best practice tightens the general limit further, down to one public listed company board per director.
Chairperson and CEO Stay Separate
The Code requires the chairperson to be a Non Executive board member, and forbids the same person from holding both the chairperson and CEO roles. Best practice goes one step further and asks that the chairperson also be independent, not just non executive.
Committee Seats Follow the Same Logic
The Nomination Committee and the Audit Committee must each include at least one third Independent Non Executive Directors, and each must have an Independent Non Executive Director in the chair. The Audit Committee also needs at least one member with an audit or accounting qualification. Best practice pushes the Audit Committee toward full independence, made up entirely of Independent Non Executive Directors.
Why the Detail Matters
None of these numbers exist for their own sake. Each rule closes a specific gap: the seat limits stop overcommitted directors from skipping meetings, the independence test stops long tenure from quietly turning into insider status, and the committee rules make sure the people checking the company’s books and choosing its next directors are not the same people running it day to day. Boards preparing for the 2025 Code should start by counting seats, not writing policy statements.
