Kenya’s draft 2025 Code of Corporate Governance sets out, for the first time in this much detail, what a listed company must tell the public about its environmental, social, and governance performance.
The rules span the annual report, the company website, and the moment something material happens.
The Annual Report Gets an ESG Section
Under the draft, every annual report must cover four areas drawn from the IFRS Sustainability Disclosure Standards, S1 and S2:
- Governance. Who oversees ESG. Board committees, management structures, and who answers for ESG outcomes.
- Strategy. How material sustainability risks and opportunities, including climate transition, shape the business model and financial planning.
- Risk Management. How the company finds, assesses, and manages ESG risks, including ethics, human rights, and labour practices, and how those risks feed into the wider enterprise risk system.
- Metrics and Targets. Performance against sustainability goals, including climate metrics and progress on other targets.
Best practice pushes further. Companies are encouraged to align disclosures with GRI, SASB, or ESRS on top of IFRS S1 and S2, particularly where a sector or jurisdiction calls for detail those standards do not capture. The Code also asks that sustainability information cover the same reporting boundary as the financial statements and land in the same reporting package, on the same schedule, where that is feasible.
Diversity and Inclusion Gets Its Own Report
The Code requires companies to publish a Diversity and Inclusion Report as part of annual disclosures. It must show:
- The policy objectives and measurable targets the board adopted
- The board’s actual composition against those targets
- An account of progress made in the period
- Where targets were missed, the reasons and the plan to close the gap
The Website Becomes a Standing Disclosure Channel
Beyond the annual report, the Code requires a dedicated investor relations and governance section on the company website. It must carry ESG policies, strategies, and governance structures, along with ESG performance reported in line with IFRS S1 and S2, and a plain account of how the company handles material ESG issues and community engagement. Best practice adds one more layer: publish the full integrated report or sustainability report, backed by independent assurance of the key ESG metrics inside it.
Material Developments Trigger Immediate Disclosure
The Code does not wait for the annual cycle when something material happens. Any development that could affect the value of the company’s securities, or sway an investor’s decision, must go out without delay. The rule sets a floor: publication through appropriate public channels, plus at least two newspapers of national circulation, plus the company website. Best practice adds digital channels, such as stock exchange platforms, press releases, and official social media, to widen the reach.
What This Means for Reporting Teams
The shift is from a narrative sustainability update to a standard the market can measure against. Governance, strategy, risk, and targets each need their own clear section, tied to a named framework. Boards that already track IFRS S1 and S2 internally have a head start. Those that do not will need to build the reporting infrastructure before the one year implementation clock runs out.
