NAIROBI, Kenya, Jan 26 – A Nairobi-based advocate has formally petitioned the Capital Markets Authority (CMA) to review its approval of Dyer & Blair Investment Bank as the lead sponsoring broker for the Kenya Pipeline Company (KPC) Initial Public Offering, citing alleged breaches of corporate governance rules.
In a letter addressed to CMA Chief Executive Wyckliffe Shamiah and copied to the Chairman of the Kenya Association of Stockbrokers and Investment Bankers, advocate Francis Wanjiku questioned the regulator’s decision to clear Dyer & Blair for the role despite what he claims is non-compliance with governance regulations governing market intermediaries.
Wanjiku argues that publicly available information indicates that Jimnah Mbaru continues to serve concurrently as both Chairman of the Board and Chief Executive Officer of Dyer & Blair.
He says this arrangement contravenes the Capital Markets (Corporate Governance) (Market Intermediaries) Regulations, 2011, which explicitly prohibit the chairman of a market intermediary from also serving as chief executive officer.
Under Regulation 6(4), the chairman and CEO roles must be separated, with their responsibilities clearly defined in writing. Regulation 6(5) further requires that the chairman be a non-executive director. The rules are designed to prevent concentration of power, strengthen board oversight and safeguard investor interests in licensed intermediaries.
In his letter, Wanjiku notes that the issue takes on added weight given Dyer & Blair’s central role in the KPC IPO, which was launched on January 20, 2026, and involves the sale of a 65 percent stake in the state-owned pipeline operator.
“The separation of board oversight from executive management is a fundamental principle of sound corporate governance, particularly for regulated intermediaries,” Wanjiku said, adding that the requirement aligns with international best practice under the OECD Principles of Corporate Governance and the objectives of the International Organization of Securities Commissions (IOSCO).
He questioned why the CMA approved Dyer & Blair for the transaction despite what he described as “wide market knowledge” of the alleged governance breach.
He asked the regulator to explain its decision, assess the firm’s compliance with the regulations, and, if necessary, direct remedial action including the separation of the chairman and CEO roles and the appointment of a non-executive chairman.
The advocate also called on the CMA to consider supervisory or enforcement action to ensure full compliance with the governance framework and to uphold investor confidence, particularly in large public offers.
The KPC IPO is one of the largest listings to hit the Nairobi Securities Exchange in recent years and has attracted significant interest from retail and institutional investors. The offer has also drawn scrutiny from analysts over pricing, valuation and dividend prospects, placing added focus on the role of transaction advisers and regulators.
The CMA has not yet publicly responded to the letter. Under the Capital Markets Act, the authority is mandated to license and supervise market intermediaries, enforce compliance with regulations and protect investors, especially during public offerings.
The petition adds a new layer of regulatory and governance scrutiny to the KPC IPO, as market watchers await clarity from the CMA on whether it will review the concerns raised or maintain its approval of the transaction structure.
