Safaricom to vote on giving majority shareholder wider powers

Safaricom, Kenya’s largest telecommunications company, will ask shareholders to approve a governance overhaul that would give the majority shareholder, Vodafone Kenya Ltd, the power to nominate the chief executive and to remove rules put in place when the Kenyan government was a key shareholder. 

The proposals, seen by TechCabal on Wednesday, will be voted on at Safaricom’s annual general meeting on July 31. The move comes one month after Vodafone Kenya, wholly owned by South Africa’s Vodacom Group Ltd, acquired a 15% stake from the Kenyan government, raising its ownership to 55%. 

If approved, the amendments would mark Safaricom’s first constitutional overhaul since Vodafone Kenya became the company’s majority shareholder. 

The most significant proposal gives Vodafone Kenya the right to nominate Safaricom’s chief executive officer, subject to board approval, for as long as it holds more than 50% of the company’s issued and fully paid share capital. Vodafone Kenya would also nominate all executive directors and shareholder-appointed directors during that period.

“For as long as VKL holds more than 50% of the nominal value of the issued and fully paid share capital of the Company, excluding any shares hereafter issued pursuant to any share issuance in terms of Article 13/c, the Chief Financial Officer of the Company from time to time shall be the alternate director to the Chief Executive Officer,” part of the notice reads.

Safaricom is also proposing to replace the 10% and 40% ownership thresholds in its Articles of Association with a single 50% threshold, aligning its constitutional documents with Vodafone Kenya’s new position as the controlling shareholder.

The board is seeking to remove provisions requiring Safaricom to obtain government approval to expand…