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Shareholder revolt brews over HFCB backroom deal that slashed investor stakes

HFCB Group Plc has announced that its employees now collectively own shares worth about KSh1 billion through a new Employee Share Ownership Plan, a move the bank says is aimed at rewarding performance and retaining talent.

While the announcement has been presented as a positive step for staff, it has also sparked questions about what it means for existing shareholders, who now own a smaller percentage of the company after the new shares were issued.

According to Nyakundi Report, the bigger issue is not the creation of the employee share plan itself, but how it was implemented and who is likely to benefit the most.

The publication argues that while the bank has highlighted the positive side of employee ownership, many important questions remain unanswered.

These concerns revolve around transparency, fairness and the long-term impact on shareholders who have supported the company over the years.

The bank revealed that employees now hold 94.36 million shares, representing a 4.77 percent stake in the lender. However, these shares were not purchased from existing investors.

Instead, they were newly created and issued, a process that automatically reduced the ownership percentage of current shareholders.

Britam Holdings, the bank’s largest shareholder, saw its stake fall from 48.18 percent to 45.6 percent, while other investors also experienced dilution.

Although issuing new shares is a legal and common practice among listed companies, investors often expect clear explanations about why such decisions are made and how they will create long-term value.

HFCB believes the employee ownership plan will improve staff motivation, strengthen loyalty and help the bank retain skilled workers. Whether those goals will be achieved remains to be seen.

The bank has said the shares will be distributed over five years and that the scheme will not exceed five percent of the company’s issued share capital at any one time.

Even so, several important questions remain unanswered. Investors are likely to want to know who will qualify for the shares, how employee performance will be measured and whether the largest portion of the allocation will go to senior executives or ordinary employees working in branches across the country.

These concerns are significant because employee ownership schemes are generally viewed as successful when they benefit a broad section of the workforce.

If most of the shares are concentrated among a few senior managers, critics may argue that the programme serves as another executive reward rather than a genuine staff empowerment initiative.

The HFCB Group Plc Board of Directors, led by Group Chairperson Prof. Olive M. Mugenda, is responsible for protecting shareholder interests and overseeing the company’s governance.

Day-to-day operations are managed by Group CEO Robert N. Kibaara together with the executive management team.

As public attention shifts to the implementation of the share plan, both the board and management are likely to face increased scrutiny over how the allocation process is handled.

Another issue raised by the announcement is the bank’s explanation that the plan is meant to retain talented employees.

This has led to questions about the banking sector. Are financial institutions finding it harder to keep experienced workers?

Are share awards becoming a preferred alternative to increasing salaries?

Or is this simply a more cost-effective way of rewarding employees while reducing immediate cash expenses?

For customers, the announcement is unlikely to change their daily banking experience. For employees who receive the shares, the programme could become financially rewarding if the bank continues to perform well and its share price increases over time.For investors, however, the focus is now on accountability and results.

They will want proof that giving away additional shares will lead to stronger financial performance, better returns and sustainable growth.

If the plan succeeds, the dilution of existing shareholding may be justified. If it fails to deliver measurable value, many shareholders may remember this announcement as the moment their ownership was reduced without receiving enough in return.

The real judgment will not come from the announcement itself but from how transparently the scheme is implemented and whether it delivers on the promises made to both employees and investors.

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Kabaka Mutesa IV

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