Hundreds of shareholders of the Embakasi Ranching Company, some as old as 90, on Friday engaged security officers in hide-and-seek games as they sought to hold their Annual General Meeting in Kiambu County.
The meeting had been called by acting chairperson Phidelis Wangari to confirm a new board and kick out dissidents.
The meeting that was to be held in Kiganjo Catholic Church, Kiganjo town but police officers on scene said they had orders barring the meeting from taking place.
However, in a tactical move, the shareholders divided themselves into two groups: one made up of the very old took a petition to Kiganjo chief Mr Stephen Kinyanjui, asking him to inform President William Ruto that “we are tired of the persistent harassment as we pursue justice for massive government abetted fraud in our ranch”.
Read out by Mr Jackson Githuku, they want President Ruto to get involved in having the shareholders get their title deeds after the ranch's share register is verified.
As police concentrated with the petitioners, Ms Wangari and a second group accessed the AGM venue and read out resolutions of September 28, 2023 that had proposed names of the new board.
By acclamation, the shareholders present ratified the names that saw Ms Wangari confirmed as new chairman, replaced three directors who have since died since they were elected into office in 2019, kicked out two adjudged dissidents, and replaced two other directors who have since resigned.
“Today AGM preceded yesterday's special Annual General Meeting that came up with proposals to be ratified today. We have met the legal threshold and what remains is to present minutes to company secretary as well as file returns to the registrar of companies so that the new board can be issued with a CR12 certificate,” she said.
Gatundu South subcounty Police Commander Jonathan Koech said he was concerned about the security of shareholders given their advanced ages.
“My presence here is just to ensure you are safe and you are happy. We were also concerned of any illegal gatherings…Generally we are for peace,” he said.
The ranch’s boardroom split immediately Ms Wangari was declared the acting chair following the death of the ranch’s chairman Mr James Njoroge on August 26.
Two of her directors, Mr Gabriel Gitonga and Mr David Wanderi, commenced a boardroom plot to overthrow her.
But she survived the plot on September 12 when five of her nine board members demanded an emergency sitting from company secretary Bernard Kiragu, but lacked the prerequisite quorum of nine members to kick her out.
Initially, the ranch had 14 directors who were elected on April 13, 2019 during an AGM, and they were issued with certificates by the registrar of companies on July 20, 2019.
In Friday's AGM, the three deceased directors—Mr Njoroge, Ms Wanjiru Richu and Charles Thuah—were replaced alongside the 'dissidents' Mr Gitonga and Mr Wanderi as well as Ms Peninah Mwangi and Andrew Okumu who have since resigned.
New names into the board are Peninah Waruinge, Julius Njoroge, Jacinta Waceke, Peter Waiharo and Simon Wainaina. Besides Ms Wangari, the other old office directors are Joseph Njenga, Mboci Njehu and Christopher Ngigi.
It was also agreed that five directors will make a quorum, as the number of directors also reduced from 14 to nine.
Mr Njehu said they reduced the number of directors to conform to the new Companies Act.
In Ms Wangari's acceptance speech, she decried government insensitivity to elderly shareholders as well as lack of respect for shareholders’ right to buy and own property.
“Just about the time when we are seeing the light at the end of the tunnel, boardroom self-interests erupt among us…Instead of remaining united so that we can engage the government to give us title deeds after a thorough cleaning of our share register to kick out crooks, we start splitting. The government also is coming out as not enthusiastic to give us justice,” she said.
Ms Wangari added that the ranch was never in a leadership crisis as “our bylaws indicate that the vice chair assumes the role of chair if and when a vacuum occurs and that is exactly what happened when I took over, and I have now been endorsed by the shareholders awaiting confirmation from my new board.”
She cautioned the new board members against being bought by land cartels, saying “we have seen mysterious deaths among our directors hence why we must remain true to our cause”.
Besides Mr Njoroge who died recently, three others have died and coincidentally, all of them died following sudden heart attacks while embroiled in confrontations with State House.
Mr Muhuri Muchiri died in 2006 as he threatened to lead shareholders to oppose the re-election of Mwai Kibaki as the president unless he gave the shareholders title deeds, while Mr Kariuki Mwaganu died in 2009 after he threatened to lead shareholders in opposing the Kibaki succession plan unless he titled the shareholders.
Mr Mwangi Thuita died in 2018 battling President Uhuru Kenyatta directive that the company be dissolved and titles issued without a verified register while Mr Njoroge died this year fighting President William Ruto’s drive to pick titling from where Mr Kenyatta left without verifying the register.
She added that the two breakaway directors who were fighting her are captives of mentality that a woman should not ascend to the position of chair.
"We are coming from an era where perhaps they felt entitled to the office as men. But we are a modern country that believes in both gender... We have a collective greater responsibility of helping shareholders who have continued dying of old age waiting for title deeds and without knowing that their lands were stolen and developed by crooks get their justice”.
The ranch’s lawyer Mr Timothy Kariuki said “the problem with this ranch is that everyone has arrogated to themselves the role of interpreting the law…The point of reference should be the Registrar of companies and the authority should be the CR12 certificate that introduces the directors by their names and office address”.
Mr Kariuki said it is paramount that the directors remain united so as to "fight the phantom that is land grabbing aided by the mighty against the ranch members".
The ranch was started by the founding father of the Nation Mzee Jomo Kenyatta as a horticulture and dairy farming venture but upon his death in 1978, it was transformed into a land selling enterprise that has now matured into a corruption vampire.