Governance Advisory
Board-level counsel on governance, controls, and the difficult questions that define institutional trust.
Governance that stands up to scrutiny.
Boards operate under sharper scrutiny than ever — from regulators, investors, and the public. We advise chairs, boards, committees, and senior executives on the governance decisions that carry institutional weight.
Our practice combines legal insight with practical experience of the boardroom — from crisis and conduct reviews to constitutional design and stakeholder engagement.
- Board and committee design
- Governance reviews & upgrades
- Crisis & conduct advisory
- Regulator and investor engagement
How we approach this practice.
We regularly advise boards of directors and senior management on directors' duties, fiduciary obligations, shareholder relations, and corporate governance frameworks aligned with Kenyan law and international best practices — including regulatory compliance under the Companies Act, beneficial ownership requirements, and corporate secretarial obligations.
The full arc of governance work.
Board composition, charters, and committee terms of reference calibrated to the institution.
Independent governance and effectiveness reviews with an action-oriented output.
Investigations, conduct matters, and crisis advisory — with disputes and regulatory support.
Advising directors on fiduciary duties, D&O exposure, and personal risk management.
Articles, shareholder agreements, and constitutional refreshes for evolving institutions.
ESG integration, sustainability disclosures, and stakeholder stewardship frameworks.
A disciplined path from concept to close.
- 01Commercial Alignment
We start with the commercial map — economics, control, contributions, and outcome — before drafting a single clause.
- 02Structural Blueprint
A structuring memo sets out the vehicle, jurisdiction, tax treatment, and regulatory path, benchmarked against comparable matters.
- 03Documentation
Bespoke documentation drafted as an integrated instrument set — designed to survive later scrutiny.
- 04Approvals & Closing
Regulator engagement, condition-precedent management, and a disciplined closing choreography.
- 05Stewardship
Ongoing counsel through the life of the matter — governance, calendaring, and dispute-prevention.
Selected governance mandates.
A partial view of the mandates we have advised on — sanitised for confidentiality, but indicative of the scale and complexity of our work.
- 01
Delivered a full governance and effectiveness review for a listed financial institution, presented to the board and regulator.
- 02
Advised the chair of a state-owned enterprise on constitutional reform and board renewal.
- 03
Counselled independent directors of a listed group through a sensitive shareholder activism situation.
- 04
Designed the governance framework for a newly-established regional development finance vehicle.
Partners leading the practice.
Where this work connects.
Considering a matter? Speak with the partner who will run it.
A confidential, no-obligation conversation with a partner — usually within one business day.