Official Notice

20th Annual General Meeting

Institute of Directors Kenya invites all members to attend our Annual General Meeting

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 20th ANNUAL GENERAL MEETING OF THE INSTITUTE OF DIRECTORS (KENYA) will be held on:

Date

Friday, 19th September 2025

Time

11:00 AM

Format

Zoom & In-person

Venue

All Africa Conference of Churches
Desmond Tutu Centre

Meeting Agenda

Business to be Transacted

1

Notice Reading

To read the notice convening the meeting.

2

Previous Minutes

To confirm the minutes of the 19th Annual General Meeting held on Tuesday 8th October 2024.

3

Financial Statements

To consider the Audited Financial Statements for the year ended December 31st 2024 together with the Chairman's Statement and Auditors' Report thereon.

4

Election and Rotation of Directors

To note the following director changes:

i) That Director CPA Gideon Kyengo retires in accordance with Company's Articles of Association and this being his last term will retire on 30th September 2025.
ii) That Director Alvas Onguru retires in accordance with Company's Articles of Association and this being his last term will retire on 30th September 2025.
iii) That Director Kyalo Mbombu retires in accordance with Company's Articles of Association and this being his last term will retire on 30th September 2025.
iv) That Dr. Nelson Kuria (Chairman) retires by rotation in accordance with articles 55 and 56 of the Company's Articles of Association and being eligible offers himself for re-election.
v) That Director CPA Elizabeth Kyengo retires by rotation in accordance with articles 55 and 56 of the Company's Articles of Association and being eligible offers herself for re-election.
vi) That Director Jane Mbatia retires by rotation in accordance with articles 55 and 56 of the Company's Articles of Association and being eligible offers herself for re-election.
vii) In accordance with article 58 of the company's Articles of association to elect the following directors to fill the positions vacated by the directors who have retired after completion of their term in office:
  • Joseph Ogutu
  • Maurice Nduranu
  • FCPA, CS Julius Waita Mwatu
  • Professor Ruth Wambui Waweru
  • Dr. Hassan Bashir Ibrahim
5

Directors' Remuneration

To note that the directors did not receive any remuneration during the year.

6

Auditors Appointment

Appointment of Auditors for the period ending with the next Annual General Meeting of the Institute.

7

Auditors' Remuneration

To authorize the Board to fix the remuneration of the Auditors.

Director Changes

Board Transitions

Overview of retiring directors, re-elections, and new appointments

Retiring Directors (Final Term)

CPA Gideon Kyengo
Retiring 30th Sept 2025

Completing final term in accordance with Company's Articles of Association.

Alvas Onguru
Retiring 30th Sept 2025

Completing final term in accordance with Company's Articles of Association.

Kyalo Mbombu
Retiring 30th Sept 2025

Completing final term in accordance with Company's Articles of Association.

Directors Standing for Re-election

Dr. Nelson Kuria
Chairman - Re-election

Retiring by rotation, eligible and offers himself for re-election.

CPA Elizabeth Kyengo
Re-election

Retiring by rotation, eligible and offers herself for re-election.

Jane Mbatia
Re-election

Retiring by rotation, eligible and offers herself for re-election.

New Director Candidates

Joseph Ogutu
New Appointment

Nominated to fill position vacated by retiring director.

Maurice Nduranu
New Appointment

Nominated to fill position vacated by retiring director.

FCPA, CS Julius Waita Mwatu
New Appointment

Nominated to fill position vacated by retiring director.

Professor Ruth Wambui Waweru
New Appointment

Nominated to fill position vacated by retiring director.

Dr. Hassan Bashir Ibrahim
New Appointment

Nominated to fill position vacated by retiring director.

Important Information

Notes & Contact

Important Proxy Information

A member entitled to attend and vote at the meeting and who is unable to attend is entitled to appoint a proxy to attend and vote on his or her behalf. A proxy need not be a member of the Institute.

Proxy Form Requirements
Form must be duly completed by the member
Must be lodged at the registered office
Deadline: 11:00 AM, Thursday 18th September 2025
Registered Office

Bishop Josiah Kibira Building, Room 22
All Africa Conference of Churches
Waiyaki Way, Westlands, Nairobi

BY ORDER OF THE BOARD

Lucy Ngari
Company Secretary
29th August 2025
P.O Box 27848-00100
Nairobi