Appearing in today’s newspaper was a notice for the Safaricom shareholders annual general meeting (AGM) that will take place on September 1. In addition to the usual shareholder resolutions, there are additional matters that will be approved, mainly relating to governance by at Safaricom. This all follows the buyout of UK’s Vodafone stake in Safaricom, by South African Vodacom in an internal Vodafone group corporate realignment earlier this year that has now been completed. A running theme seems to be to entrench Kenyan citizens in the governance and influence at what is now Kenya’s most valuable company.
Some of the changes:
- The company Chairman shall be a Kenyan (this is now going to be mandatory and is spelt out in the company’s articles of association)
- Directors shall encourage retention of a “Kenyan character” in the senior management and executive committees of Safaricom.
- The articles are also changed to spell out that that the independent non-executive directors of Safaricom, shall all be Kenyan citizens.
- The position of Deputy Chairman is eliminated.
- Directors appointed by Vodafone shall be excluded from voting on agreements relating to M-Pesa.
- Directors appointed by Vodafone are to vote in the interest of the company (Safaricom) if its growth and investment decision clash with those of Vodafone.
- Directors shall appoint the Managing Director Previously as indicated in documents from the Safaricom IPO, Vodafone directors had veto power over the appointment over approval of business plans, annual budgets, the appointment of the Managing Director (Chief Executive Officer) and appointment of the Financial Director (Chief Financial Officer). Now, the Safaricom articles will change to read that “75% directors must approve these provisions” including a new one of “any material change to the company brand”. Shareholders at the AGM will also approve a name change of the company to “Safaricom PLC” in compliance with Kenya’s new companies law for listed companies to be “PLC”
EDIT: At the 2019 AGM, held on August 30 in Nairobi, shareholders will be asked to approve a special resolution to amend the maximum number of directors to be 11, not 10, and have a majority of independent directors be Kenyan. The announcement comes a few weeks after Bob Collymore, the Company’s long-serving CEO, passed away. His predecessor, Michael Joseph has been appointed to serve as interim CEO until the Board picks a successor to Collymore.