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Boardroom wars at the Kenya Tea Development Authority (KTDA) have intensified, this time targeting its Chief Executive Wilson Muthaura and Chief Finance and Strategies officer Simeon Rugutt.

A Director of Kenya Tea Development Holdings (KTHDL), a subsidiary of KTDA and chairman Kiru Tea Factory in Muranga Geoffrey Kirundi Chege and the group, are pushing for the ouster of the two officials.

They have demanded an emergency Annual General Meeting to be convened at the KTDA headquarters by the company Secretary Mathew Odero during which they will table a memorandum demanding the removal of Muthaura and Rugutt.

“Failure to do so, we will use our corporate authority to push the removal of the two,” reads a letter to the authority.

This unfolds a week after David Ichoho dramatically resigned as KTDA Holdings Ltd chairman and was replaced by Enos Njeru.

Njeru was elected new chairman during a board meeting held at KTDA headquarters on Monday. He steps in one year before the national tea factory elections scheduled for May and June 2024.

The two want Muthaura and Rugutt sacked for allegedly presiding over operations which saw Kiru Tea factory lose more than Sh100 million in claims and another Sh220 million in alleged loan scams.
They claim Muthaura and Rugutt, through proxies, were presiding over financial mismanagement that had caused cash flow problems at Kiru Tea factory.

Part of the demand notice for the board meeting reads: “The Agenda of the Board meeting will be to invoke and apply Article 118 of the Articles of Association of KTDHL and all other necessary authorities, if necessary, in relation to Wilson Muthaura the Group Chief Executive Officer (CEO) and Simeon Kipng’etich Rugutt.”

It goes on: “AND REVOKE those individual appointments in terms of the power of the Board and bestowed on the board by the Companies Act, section 140 – 150 rules made there under, Directors Code of Conduct and Ethics and Board charter as a director AND establish a succession plan.”

The Kiru board of directors and top managers have vowed that they will table memorandum in support of the Requisition and the Agenda during the board meeting.

In their 16 page memorandum, they detail how they invoked Article 107 of the Articles of Association of KTDHL and directed, Matthew Ouma Odero, the Company Secretary to summon and convene KTDA board meeting with an agenda to invoke and apply Article 118 of the Articles of Association of KTDHL and remove Muthaura from the board.

“The Human Resource role placed him at the Centre of Human Resource Policy Application to all staff and those staff and those seconded employees by Kenya Tea Development Management Services Limited to Kiru Tea Factory Limited (KTFC) before and after his appointment,” the memorandum says.

They claim that Muthaura’s link to KTFC factory was through various unit managers and regional managers who received instructions from him and those below him.

“That after his appointment he conducted himself in violation of the Articles of Association, constitution and against the KTDHL charter and in violation of the Companies Act,” reads the memorandum.

It further states: “KTFC in its claim holds Muthaura liable for the poor human resources mismanagement and application imposed him in the company and caused him to remain as an impostor on the company despite the illegality of oppressive, unfair and prejudicial administration practices and processes.”

According to Kirundi, the authority chief executive allowed unfair, prejudicial and poor evaluation of staff.
Some KTFC staff were terminated without good cause to punish them unfairly causing the company to incur losses, he claims.

They say after he became the CEO, Muthaura not only negotiated payment of two contemnors over Sh100 million in settlement of their dues but he willfully negotiated and paid them and others without withholding the dues to cover KTFC claims despite his full knowledge that KTFC had lodged claims against KTDHL.