KPA CEO tenure row: When does a state corporation CEO’s term end?

Capt. Ruto was appointed KPA Managing Director through Gazette Notice No. 3140 dated March 10, 2023, for a period of three years with effect from that date.

The notice was issued by then Transport Cabinet Secretary Kipchumba Murkomen under Section 5(1) of the Kenya Ports Authority Act.

A petition now before the High Court argues that the three-year term therefore ended on March 9, 2026, and challenges Ruto’s continued occupation of the office.

On September 23, 2026, Justice Jairus Ngaah directed Ruto and the other respondents to respond to the petition within 14 days.

The court has not yet determined whether his continued stay in office is lawful.

The three-year tenure

Kenya does not have one blanket rule saying every state corporation CEO must serve exactly three years.

The Mwongozo Code of Governance for State Corporations, however, provides a general framework under which a CEO serves a three-year term, renewable once subject to performance evaluation by the board, unless another written law provides differently.

Kenyan courts have repeatedly referred to that framework when dealing with disputes over state-corporation executives.

That distinction matters because some state corporations are governed by sector-specific laws that prescribe different terms.

For example, the Tea Act provides for a three-year CEO term with eligibility for one further three-year term upon satisfactory performance.

Other statutes provide five-year or four-year terms.

The basic principle, therefore, is to look first at the law establishing the corporation and the CEO’s instrument of appointment; where those are silent, the applicable governance framework becomes important.

What does the KPA law say?

The Kenya Ports Authority Act establishes the position of Managing Director and gives the Cabinet Secretary power to appoint the MD after consultation with the Board.

But the Act itself does not specify a fixed number of years for the Managing Director's tenure.

Instead, Section 5 says the Cabinet Secretary determines the terms and conditions of service in the instrument of appointment or otherwise in writing.

In Ruto’s case, that instrument was unusually clear - the March 10, 2023 Gazette Notice stated three years.

That is why the expiry date has become central to the court case rather than simply being a matter of interpreting a general three-year policy.

The new governance law

The dispute is also unfolding against the Government Owned Enterprises Act, 2025, which commenced on December 5, 2025.

The legislation created a new framework for commercially oriented government-owned enterprises and provides that their boards are responsible for appointing and removing chief executive officers.

Section 22 provides for a three-year CEO term, with eligibility for one further term.

The law also sets out grounds and procedural safeguards for removal, including giving the CEO written reasons and an opportunity to respond.

The Act contains transitional provisions stating that a person who immediately before commencement held the office of CEO of a government-owned enterprise under the relevant legislation would continue as CEO, subject to the new law.

KPA now describes itself as Kenya Ports Authority PLC, established under the Government Owned Enterprises Act and responsible for Kenya’s seaports, inland waterways and ferry services.

What happens when a CEO’s term expires?

Expiry of a fixed contract is different from dismissal.

A CEO who is removed before the end of a valid term ordinarily triggers questions about the contractual and statutory grounds for removal.

But when a fixed term expires, the central question becomes whether there is a valid renewal, reappointment or other lawful authority allowing the person to continue.

Kenyan case law has also established that where Mwongozo applies, renewal is not automatic:

It is tied to board evaluation and the applicable appointment framework.

Courts have rejected attempts to create additional CEO terms where these exceeded applicable governance limits.

In the KPA dispute, the petitioner is specifically asking for the appointment, renewal and board documents that would establish the legal basis for Ruto’s continued tenure.